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


                                    FORM 10-K

 (MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 28, 2002

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

                        COMMISSION FILE NUMBER 333-28157

                                TEKNI-PLEX, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                        <C>
        DELAWARE                                      22-3286312
(State of Incorporation)                   (I.R.S. Employer Identification No.)
</TABLE>

                 260 NORTH DENTON TAP ROAD, COPPELL, TEXAS 75019
              (Address of principal executive offices and zip code)

                                 (972) 304-5077
              (Registrant's telephone number, including area code)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE


      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

      Indicate the number of shares outstanding of each of the registrant's
classes of stock as of the latest practicable date.

      None

      Documents Incorporated by Reference: See Index to Exhibits.
<PAGE>
ITEM 1. BUSINESS

INTRODUCTION

      We were founded as a Delaware corporation in 1967 to acquire the General
Felt Products division of Standard Packaging Corporation. At that time, we were
located in Brooklyn, NY, where we produced laminated closure (cap) liners
primarily for the pharmaceutical and food industries. Over the years, we have
built a reputation for solving difficult packaging problems and providing
customers with high quality, advanced packaging materials. In 1970, we built an
additional manufacturing facility in Somerville, New Jersey, diversifying into
the business of producing polystyrene foam trays for the poultry processing
industry.

      In March 1994, Tekni-Plex was acquired by Dr. F. Patrick Smith and other
investors. Dr. Smith was elected Chief Executive Officer. In April 1994, Mr.
Kenneth W.R. Baker was appointed Chief Operating Officer. At that time, the
principal product lines consisted of clear, high-barrier laminations for
pharmaceutical blister packaging (which we refer to as clear blister packaging);
closure liners, primarily for pharmaceutical end-uses; and foam processor trays
primarily for the poultry industry.

      In December 1995, Tekni-Plex acquired the Flemington, NJ, plant and
business of Hargro Flexible Packaging Corporation. The Flemington plant utilized
lamination and coating technology to produce packaging materials primarily for
pharmaceutical products such as transdermal patches, sutures, iodine and alcohol
swabs, aspirin and other physician samples. We relocated the Brooklyn equipment
and business into the Flemington facility during 1996. The synergistic result of
having complementary technologies in one location created a combined operation
with considerably higher efficiencies and lower costs than the sum of the
stand-alone operations.

      In February 1996, we expanded our food packaging business by completing
our acquisition of Dolco Packaging Corp., a publicly-traded $81 million foam
products company that was nearly twice the size of Tekni-Plex. Dolco had been in
the business of producing foam packaging products since the 1960s and had
attained the leading share of foam egg carton sales in the United States. The
Dolco acquisition also solidified our position as a leading supplier of foam
processor trays. In August 1997, Dolco, which had been a wholly owned subsidiary
of Tekni-Plex, was merged into Tekni-Plex.

      In July 1997, we acquired the business and operating facility of PurePlast
Inc. of Cambridge, Ontario, Canada. PurePlast produced calendered polyvinyl
chloride (vinyl) sheet primarily for food and electronics packaging
applications. Following the acquisition, we diversified the end markets served
by this location by developing proprietary formulations of vinyl sheet for
vertical integration into our clear blister packaging business and for sale
directly to our global pharmaceutical customers.

      In March 1998, Tekni-Plex acquired PureTec Corporation, a publicly-traded
company with annual sales of $315 million. PureTec was a leading manufacturer of
plastic packaging, products, and materials primarily for the healthcare and
consumer markets. PureTec enjoyed leading market positions in its core products,
including garden and irrigation hose, precision tubing and gaskets primarily for
the aerosol packaging industry, vinyl medical tubing, and vinyl compounds for
the production of medical devices. PureTec is a wholly-owned subsidiary of
Tekni-Plex.

      In January 1999, we acquired substantially all the assets of Tri-Seal
International, Inc., a leader in sophisticated extruded and co-extruded
capliners and seals. The Tri-Seal operations have been integrated with and into
our closure liner business.

      In April 1999, we acquired substantially all the assets of Natvar, a
producer of disposable medical tubing and electric sheathing. As with Tri-Seal,
the Natvar acquisition was intended to strengthen our existing core business and
expand product offerings. The Natvar operation has been integrated into our
medical tubing and industrial extrusions businesses.


                                       2
<PAGE>
      In June 2000, we completed a recapitalization of Tekni-Plex. As part of
the recapitalization, existing investors other than management sold most of
their interests, and a group of new investors contributed an aggregate of $167
million in new equity and agreed to contribute up to $103 million in additional
equity over the next five years. All members of management maintained 100% of
their interests in the Company. Also, Tekni-Plex entered into a new credit
agreement, issued $275 million in new senior subordinated notes, and repaid the
debt that existed prior to the recapitalization.

      In October 2000, we acquired substantially all the assets of the Super
Plastics division of RCR International Inc. Super Plastics is primarily a
manufacturer of garden hose and has a manufacturing facility in Mississauga,
Ontario Canada. The Super Plastics operations have been integrated with and into
our garden hose business.

      In October 2001, we acquired substantially all of the assets of the garden
hose business of Mark IV Industries, Inc. which operates under the name Swan
Hose. Swan, which has one manufacturing facility located in Bucyrus, Ohio,
enhanced Tekni-Plex's geographic coverage of the North American garden hose
market. The Swan operations have been integrated with and into our garden hose
business.

      In July 2002 we acquired substantially all of the assets of Elm Packaging
Company. Elm produces polystyrene foam plates, bowls, and meat and bakery trays.
The Elm acquisition significantly increases our capacity to produce foamed
polystyrene products primarily for customers in the food packaging and
foodservice markets.

DESCRIPTION OF BUSINESS

We are a global, diversified manufacturer of packaging, products, and materials,
primarily for the food, healthcare and consumer markets. We have built
leadership positions in our core markets, and focus on vertically integrated
production of highly specialized products. Our operations are aligned under two
business segments: Industrial Packaging, Products, and Materials and Consumer
Packaging and Products. Both segments have operations in the United States,
Europe and Canada. We believe that our end market and product line diversity has
the effect of reducing overall risk related to any single product or customer.
Representative product lines in each of our business segments are listed below:

<TABLE>
<CAPTION>
                                   BUSINESS SEGMENT
-------------------------------------------------------------------------------------
               INDUSTRIAL                                        CONSUMER
     PACKAGING, PRODUCTS AND MATERIALS                    PACKAGING AND PRODUCTS
     ---------------------------------                    ----------------------
<S>                                                   <C>
-  Laminated, clear high barrier blister packaging    -  Garden and irrigation hose
-  Agricultural foam packaging                        -  Precision tubing and gaskets
-  Foamed egg cartons                                 -  Air hose
-  Poultry and meat processor trays
-  Foamed plates
-  Closure liners
-  Medical tubing
-  Medical grade compounds
-  Specialty PVC resins
-  General purpose PVC compounds
</TABLE>


                                       3
<PAGE>
COMPETITIVE STRENGTHS

      We believe that our competitive strengths include:

      -     Strong customer relationships. We have long-standing relationships
            with many of our customers. We attribute our long-term customer
            relationships to our ability to consistently manufacture high
            quality products and provide a superior level of customer service.
            We routinely win customer awards for our superior products and
            customer service and have recently been recognized for supplier
            excellence by 3M Pharmaceuticals, Pfizer, Eli Lilly, Boston
            Scientific, Kraft Foods and Perdue Farms, among others.

      -     Strong market positions in core businesses. We have a strong market
            presence in our core product lines. The following table shows what
            we believe to be our market position in the U.S. in our primary
            product lines:

<TABLE>
<CAPTION>
                             PRODUCT MARKET POSITION
                             -----------------------
<S>                                                                                    <C>
Vinyl medical device materials.................................................        1
Vinyl medical tubing...........................................................        1
Laminated, clear, high barrier pharmaceutical blister packaging................        1
Multi-layered co-extruded and laminated closure liners.........................        1
Garden and irrigation hose.....................................................        1
Precision tubing and gaskets for aerosol packaging.............................        1
Egg cartons....................................................................        1
Foam processor trays...........................................................        2
</TABLE>

      -     Experienced management team. Our management team has been successful
            in selecting and integrating strategic acquisitions as well as
            improving underlying business fundamentals. After significantly
            improving the business of Tekni-Plex following our 1994 acquisition,
            management successfully integrated both the Flemington and Dolco
            operations during 1996, the latter being a public company then
            nearly twice our size. During the same period, our Brooklyn
            operation was successfully merged into our Flemington plant. In
            1997, we acquired and integrated the PurePlast operations. In 1998,
            we acquired PureTec, a public company then more than twice our size.
            In 1999, we acquired and integrated the assets and business of
            Tri-Seal and Natvar. In 2000 we acquired and integrated all of the
            assets of the Super Plastics division of RCR International, Inc. In
            2001, we acquired and integrated the Swan Hose business of Mark IV
            Industries, Inc. Management has substantially improved the operating
            margins of each of these acquisitions. Members of our management
            team have integrated acquisitions, effected turnarounds, provided
            strategic direction and leadership, increased sales and market
            share, improved manufacturing efficiencies and productivity, and
            developed new technologies to enhance the competitive strengths of
            the companies they have managed.

      -     Cost efficient producer. We continually focus on improving
            underlying operations and reducing costs. Since the 1994
            acquisition, current management has improved our cost structure from
            an EBITDA margin of 8.5% with EBITDA of $3.8 million on sales of
            $44.9 million for the 12 months ended December 31, 1993 to an EBITDA
            margin of 20.0% with EBITDA of $115.6 million on sales of $577.7
            million for the fiscal year ended June 28, 2002. Our acquisitions
            since 1995 have provided significant opportunities to realize cost
            savings and synergies in the combined businesses through the sharing
            of complementary technologies and manufacturing techniques, as well
            as economies of scale, including the purchase of raw materials.


                                       4
<PAGE>
      -     Producer of high quality, technically sophisticated products. We
            believe, based upon our knowledge and experience in the industry,
            we have a long-standing reputation as a manufacturer of high
            quality, high performance products, materials and primary packaging
            (where the packaging material comes into direct contact with the end
            product). Our emphasis on quality is evidenced by our product lines
            which address the more technically sophisticated areas of their
            respective markets.

      -     Strong equity sponsorship. We have obtained a strong equity
            commitment from co-investors in conjunction with the
            recapitalization in June 2000. New investors agreed to $269.6
            million in aggregate equity commitments to Tekni-Plex Partners, of
            which $167.0 million was contributed to consummate the
            recapitalization in June 2000. Of the remaining $102.6 million, $5.0
            million was contributed in conjunction with our acquisition of Super
            Plastics in October 2000, and $30.0 million was contributed in June
            2001 in anticipation of our announced acquisition of Mark IV's Swan
            Division. In October 2001, an additional $50.0 million was
            contributed to consummate the Swan Hose acquisition and in
            anticipation of our Elm acquisition. The remaining $17.6 million is
            available at least through June 2005 to be used for our general
            corporate purposes, including acquisitions. We believe that these
            equity commitments will provide us with significant flexibility to
            take advantage of business opportunities as they arise. In
            connection with the recapitalization, all members of our current
            management maintained their entire equity investment, which had an
            implied aggregate value, as of June 2000, of approximately $96.0
            million.

BUSINESS STRATEGY

      We seek to maximize our profitability and growth and take advantage of our
competitive strengths by pursuing the following business strategy:

      -     Ongoing cost reduction through technical process improvement. We
            have an ongoing program to improve manufacturing and other processes
            in order to drive down costs. Examples of cost improvement programs
            include:

            -     material and energy conservation through enhanced process
                  controls and advanced product design.

            -     reduction in machine set-up time through the use of
                  proprietary technology.

            -     continual product line rationalization; and

            -     development of backward and forward integration opportunities.

      -     Internal growth through product line extension and improvement. We
            continually seek to improve and extend our product lines and
            leverage our existing technological capabilities in order to
            increase market share in existing markets, effectively penetrate new
            markets and improve profitability. Our strategy is to emphasize our
            expertise in providing packaging, products and materials with
            specific high performance characteristics through the development of
            various unique proprietary materials and proprietary manufacturing
            process techniques.

      -     Growth through acquisitions. We will continue to pursue acquisitions
            selectively when the opportunity arises. Our objective is to pursue
            acquisitions that provide us with the opportunity to gain economies
            of scale and reduce costs through, among other things, technology
            sharing and synergistic cost reduction.


                                       5
<PAGE>
      -     Growth through international expansion. We believe that there is
            significant opportunity to expand our international sales, which
            currently represent approximately 10.5% of our total revenues. At
            present, we have manufacturing operations with attached sales
            offices in Belgium, Italy, The United Kingdom, Canada and Argentina.
            We have a regional sales office in Singapore covering southeast
            Asia, including the People's Republic of China. In addition, we have
            manufacturing liaisons and strategic supplier agreements in Japan,
            Germany and Italy and a manufacturing licensee in Japan. We have
            recently added sales representatives for Jordan, Saudi Arabia and
            the United Arab Emirate as well as in the Philippines and India to
            our existing representatives in Australia/New Zealand, South Africa,
            Central America, Brazil, Mexico, China (including Hong Kong) and
            Taiwan. We believe that our growing international presence, which is
            a combination of our own regional manufacturing and sales forces and
            independent sales representatives, will continue to generate
            opportunities to increase our sales.

RECENT DEVELOPMENTS

      On July 10, 2002 Tekni-Plex acquired Elm Packaging Company for
approximately $16.4 million in cash. The acquisition was structured as an
acquisition of substantially all of the assets of Elm by a wholly-owned
subsidiary of Tekni-Plex. Elm produces polystyrene foam packaging products such
as plates, bowls, trays and hinged-lid containers for the food packaging and
foodservice industries. Elm will become part of Tekni-Plex's Industrial
Packaging, Products and Materials business segment.

INDUSTRIAL PACKAGING, PRODUCTS AND MATERIALS SEGEMENT

      The Industrial Packaging, Products and Materials segment of our business
had revenues of $317.7 million (55.0% total revenues) for the year ended June
28, 2002. Further details of the major markets served by this segment are given
below:

PHARMACEUTICAL BLISTER PACKAGING

      We believe that we are a market leader for clear, high-barrier laminations
for pharmaceutical blister packaging. These packaging materials are used for
fast-acting pharmaceuticals that are generally highly reactive to moisture.
Transparent, high-barrier blister packaging is primarily used to protect drugs
from moisture vapor infiltration or desiccation. Blister packaging is the
preferred packaging form when dispenser handling can affect shelf life or drug
efficacy, or when unit dose packaging is needed. Unit dose packaging is being
used to improve patient compliance with regard to dosage regimen, and has been
identified as the packaging form of choice in addressing child safety aspects of
drug packaging. The advantages of transparent blisters, as opposed to opaque
foil-based materials manufactured by various competitors, include the ability to
visually inspect the contents of the blister and to present the product with
maximum confidence.

      We believe the flexible and semi-rigid packaging segment of the
pharmaceutical packaging industry is growing at a faster rate than the
non-plastics segments because of the generally lower package cost and broader
range of functional characteristics of plastic packaging. As a result, the
technologies used to manufacture plastic packaging materials continue to develop
at a faster pace than those used in the more mature paper, glass, and metal
products.

      Our high-barrier blister packaging is sold to major pharmaceutical
companies (or their designated contract packagers). We market our full
pharmaceutical product line directly on a worldwide basis, and have assembled a
global network of sales and marketing personnel on six continents.

      In the clear blister packaging market, we have two principal competitors
worldwide with resources equal to or greater than ours. However, we believe that
neither of these competitors has the breadth of product offering to match ours,
and that this differentiation is significant as viewed by the pharmaceutical
industry. Also, the high manufacturing and audit compliance standards imposed by
the pharmaceutical companies on their suppliers provide a significant barrier to
the entry of new competitors. Entry barriers also arise due to the lengthy and
stringent approval process required by pharmaceutical companies. Since approval
requires that the drug be tested while packaged in the same packaging


                                       6
<PAGE>
materials intended for commercial use, changing materials after approval risks
renewed scrutiny by the FDA. The packaging materials for pharmaceutical
applications also require special documentation of material sources and uses
within the manufacturing process as well as heightened quality assurance
measures.

FOAMED EGG CARTONS

      We believe that we are the leading manufacturer of egg cartons in the
United States. Thermoformed foam polystyrene packaging has been the material of
choice for food packaging cartons for many years. In terms of economic and
functional characteristics, foamed polystyrene products offer a combination of
high strength, minimum material content and superior moisture barrier
performance. Foamed polystyrene products also offer greater dimensional
consistency that enhances the high speed mechanical feeding of cartons into
automated package filling operations. We sell these products through our direct
sales force.

In the egg packaging market, our primary competitor manufactures pulp-based egg
cartons. We believe that we compete effectively based on product quality,
performance and prompt delivery. Our customer base includes most of the domestic
egg packagers (including those owned by egg retailers).


POULTRY AND MEAT PROCESSOR TRAYS

      Our processor tray operations produce thermoformed foam polystyrene
poultry and meat processor trays. We are a leading supplier of processor trays
to the poultry industry.

      As with egg cartons, thermoformed foam polystyrene has been the material
of choice for processor trays for the same reasons noted above.

      Within the polystyrene foam processor tray market, we compete principally
with one large competitor, which has significantly greater financial resources
than ours and who controls the largest share of this market.


CLOSURE LINERS

      Tekni-Plex is also the leading producer of sophisticated extruded,
co-extruded and laminated cap-liners and seals, known as closure liners, for
glass and plastic bottles. Closure liners perfect the seal between a container
and its closure, for example, between a bottle and its cap. The liner material
has become an integral part of the container/closure package. Without the
gasketing effect of the liner, most container/closure packages would not be
secure enough to protect the contents from contamination or loss of product
efficacy.

      We sell these products through our direct sales force primarily to
packagers of pharmaceutical, healthcare and food products. We have two principal
competitors in North America but also compete with several smaller companies
having substantially smaller market shares. However, as a result of the Tri-Seal
acquisition, we believe that we offer the widest range of liner materials in the
industry. We remain competitive by focusing on product quality, performance and
prompt delivery.

MEDICAL TUBING

      We believe we are the leading non-captive supplier of vinyl medical tubing
in North America and Europe. We manufacture medical tubing using proprietary
plastic extrusion processes. The primary raw materials are proprietary
compounds, which we produce. We specialize in high-quality, close tolerance
tubing for various surgical procedures and related medical applications. These
applications include intravenous ("IV") therapy, hemodialysis therapy,
cardio-vascular procedures such as coronary bypass surgery, suction and
aspiration products, and urinary drainage and catheter products. New medical
tubing products we have developed include microbore tubing and silicone
substitute formulations. Microbore tubing can be used to regulate the delivery
of critical intravenous fluids without the need for more expensive drip control
devices. Medical professionals can precisely control the drug delivery speed
simply by selecting the proper (color-coded) diameter tube, thereby improving
accuracy and reducing cost. More importantly, as home healthcare trends
continue, the


                                       7
<PAGE>
use of microbore tubing will help eliminate critical dosage errors on the part
of the non-professional caregiver or the patient.

      Medical tubing is sold primarily to manufacturers of medical devices that
are packaged specifically for such procedures and applications. These products
are sold through direct salespeople. We remain competitive by focusing on
product quality, performance and prompt delivery.

MEDICAL GRADE COMPOUNDS

      We believe that we are the leading non-captive producer of high quality
vinyl compounds for use in the medical industry. Our chemists work closely with
customers to develop compounds that address their specific requirements. Through
this custom work, we have introduced a number of breakthroughs to the medical
device industry by developing formulations with unique physical characteristics.
For example, we recently developed a new family of flexible vinyl compounds
designed to replace silicone rubber in a variety of medical tubing and
commercial applications.

      These medical-grade materials are sold to leading manufacturers of medical
devices and equipment. They are also sold to producers of tubing and, to some
extent, to producers of closures for the food and beverage industry. We sell
these compounds in worldwide markets directly through our salespeople.

      The market for medical-grade vinyl compounds is highly specialized, and we
have one smaller, but significant competitor. For more than 30 years, we have
been supplying these specialized vinyl compounds for FDA-regulated applications.
We believe that we compete effectively based on product quality, performance and
prompt delivery.

SPECIALTY VINYL RESINS

      Tekni-Plex manufactures specialty vinyl resins, with an annual production
capacity of 100 million pounds. We employ specialized technology to produce
dispersion, blending, and copolymer suspension resins for use by suppliers to a
variety of industries, including floor covering, automotive sealants and
adhesives, coil coatings, medical device materials, plastisol compounding and
vinyl packaging.

      We sell these products through our direct sales force as well as through
independent sales representatives. We compete with a number of large chemical
companies offering greater breadth of products. However, we believe that we are
building a relatively unique position in the specialty resins market by offering
customized products for niche markets that the larger producers do not serve. We
provide individual customer service and the highest standards of quality.

CONSUMER PACKAGING AND PRODUCTS

      The Consumer Packaging and Products segment of our business had revenues
of $260.1 million (45.0% of total revenues) for the year ended June 28, 2002.
Further details of the major markets served by this segment are given below:

GARDEN AND IRRIGATION HOSE PRODUCTS

      We believe that we are the leading producer of garden hose in North
America. We have produced garden hose products for over fifty years, and produce
its primary components internally, including proprietary material formulations
and brass couplings. Innovations have included the patented Colorite(R)
Evenflow(R) design and ultra high quality product lines that utilize
medical-grade plastics. We also manufacture specialty hose products such as air
hose and irrigator "soaker hose".


                                       8
<PAGE>
      We sell these products primarily through our direct salespeople and also
through independent representatives. Both private label and brand-name products
are sold to the retail market, primarily to home centers, hardware cooperatives,
food, automotive, drug and mass merchandising chains and catalog companies
throughout the United States and Canada. Our customers include some of the
fastest growing and the most widely respected retail chains in North America.
Our market strategy is to provide a complete line of innovative, high-quality
products along with superior customer service.

      The garden hose business is highly seasonal with approximately 75% of
sales occurring in the spring and early summer months. This seasonality tends to
have an impact on the Company's financial results from quarter to quarter.

PRECISION TUBING AND GASKETS

      Our precision tubing products are manufactured at extremely high speeds
while holding to precise tolerances. The process enhancements that allow
simultaneous high speed and precision are proprietary to us. The precision
rubber gasket products, which we have manufactured for over fifty years, are
produced using proprietary formulations. These formulations are designed to
provide consistent functional performance throughout the entire shelf life of
the product by incorporating chemical resistance characteristics appropriate to
the fluid being packaged. For example, we have developed unique formulations
that virtually eliminate contamination of the products packaged in spray
dispensers. This has greatly expanded the use of these dispensers for personal
hygiene products, foods, and fragrances. The Company has also developed
proprietary methods for achieving extremely accurate thickness control, superior
surface finish, and the elimination of internal imperfections prevalent in other
processing methods.

      Our precision tubing and gaskets product line is sold primarily to
manufacturers of aerosol valves, dispenser pumps, and writing instruments. Sales
to the aerosol valve and dispenser pump industries consist primarily of dip
tubes, which transmit the contents of the container to the nozzle, and
specialized molded or punched rubber-based valve gaskets that serve to control
the release of the product from the container. Writing instrument products
include pen barrels and ink tubing as well as ink reservoirs for felt-tip pens.
These products are sold throughout the United States and Europe, as well as
selected worldwide markets. Sales are made through our direct sales force. We
believe that we are the leading precision tubing extruder in North America, and
the leading supplier of aerosol valve and dispenser pump gaskets worldwide.

      We are the single-source supplier to much of the industry. The principal
competitive pressure in this product line is the possibility of customers
switching to internal production, or vertical integration. To counteract this
possibility, the Company focuses on product quality, cost reduction, prompt
delivery, technical service and innovation.

PATENTS AND TRADEMARKS

      The Company seeks to protect its proprietary know-how through the
application of patent and trademark laws. However, in the opinion of management,
none of its patents or trademarks are material to its operations.

RESEARCH AND DEVELOPMENT

      The Company employs certain professionals who, along with other
responsibilities, are engaged in research relating to the development of new
products and to the improvement of existing products and processes. The Company
works closely with certain clients to develop and improve certain products and
product lines. Much of this product development is either funded by clients or
its cost is absorbed in the Company's manufacturing cost of sales, and therefore
is not reflected as research and development expense.


                                       9
<PAGE>
SALES, MARKETING AND CUSTOMERS

      Excluding customer service representatives, as of June 28, 2002, we had a
total of 44 direct sales and marketing personnel covering both our domestic and
international businesses. There were also commissioned independent sales
representatives (not direct employees of Tekni-Plex) providing additional
coverage.

      Overall customer concentration is low with no customer accounting for more
than 10% of total sales and the top ten customers generating less than 32.3% of
sales for the year ended June 28, 2002.

MANUFACTURING

      As of June 28, 2002 we had strategically located manufacturing facilities
throughout North America and Europe, totaling over 5.1 million square feet of
floor space.

      We utilize many proprietary material formulations throughout our
operations. These formulations provide superior processing and end-product
performance characteristics, giving us a competitive edge across many of our
businesses. Typically, these proprietary material formulations are protected by
trade secret, as opposed to patents which, we believe, would be a less effective
approach to maintaining our competitive edge.

      We utilize many proprietary, highly efficient manufacturing processes,
developed by our own engineering staffs throughout our operations. We believe
these processes allow us to make products with superior dimensional tolerances
at higher speeds with lower waste factors than our competitors.

      Our various business units routinely share technological information
regarding process and material formulation improvements, and actively seek new
synergistic applications for newly developed technologies throughout our
company.

RAW MATERIALS

      We purchase raw materials from several sources that differ for each
product line. We use commodity petrochemicals, primarily polyvinyl chloride,
polystyrene, vinyl chloride monomer, polypropylene and polyethylene. All of
these materials are widely available from numerous sources and we currently
purchase them from multiple suppliers. This diversity of raw material suppliers,
as well as the availability of alternative suppliers, has the effect of reducing
our overall risk related to any one supplier.

      In the past we have generally been able to pass on raw materials cost
increases to customers on a relatively timely basis. The exception has been
garden hose products, the prices for which are typically set annually in advance
of each season. To the extent that raw material costs increase more than
anticipated, these additional costs generally cannot be passed on during that
season. Conversely, we benefit from any decrease in raw material costs after
garden hose prices have been set for the upcoming selling season.

INTELLECTUAL PROPERTY

      We primarily rely on confidentiality agreements contained in our
employment applications and the restriction of access to our plants and
confidential information to safeguard our proprietary technology. Although we
also file and register patents and trademarks, we do not believe that any of our
patents or trademarks is material to our operations.

EMPLOYEES

      As of June 28, 2002, the Company employed approximately 3,090 full-time
employees. Approximately 33% of all employees are represented by various
collective bargaining agreements that expire between August 2003 and March
2006.


                                       10
<PAGE>
ITEM 2. FACILITIES

      The Company believes that its facilities are suitable for their purposes
and have sufficient productive capacity for its current and foreseeable
operational and administrative needs. Set forth below is a list and brief
description of all of the Company's offices and facilities, all of which are
owned unless otherwise indicated.

<TABLE>
<CAPTION>
                                                                                       APPROXIMATE
LOCATION                                    PRIMARY FUNCTION                           SQUARE FEET
--------                                    ----------------                           -----------
<S>                                         <C>                                        <C>
Alliance, Ohio (5)                          Sales Offices                                 1,300
Auburn, Maine (4)                           Manufacturing                                24,000
Belfast, Northern Ireland                   Manufacturing                                47,580
Blauvelt, New York (8)                      Manufacturing                                56,400
Burlington, New Jersey                      Manufacturing                               124,000
Bucyrus, Ohio                               Manufacturing                               587,649
Bucyrus, Ohio (3)                           Warehouse                                   150,000
Buenos Aires, Argentina (3)                 Manufacturing and warehouse                  15,500
Cambridge, Ontario, Canada                  Manufacturing                                25,000
City of Industry, California (4)            Manufacturing                               110,000
Clayton, North Carolina                     Manufacturing                                76,000
Clinton, Illinois                           Manufacturing                                69,000
Columbus, Ohio (5)                          Sales Offices                                 5,830
Coppell, Texas (6)                          Executive Offices                             3,125
Dallas, Texas                               Manufacturing                               139,000
Dalton, Georgia                             Manufacturing                                40,000
Decatur, Indiana                            Manufacturing                               187,000
East Farmingdale, New York (2)              Manufacturing                                56,556
Erembodegem (Aalst), Belgium                Manufacturing                               125,667
Flemington, New Jersey                      Manufacturing                               145,000
Fullerton, California (3)                   Manufacturing and warehouse                 109,750
Harrison, New Jersey (7)                    Warehouse                                   135,501
Lawrenceville, Georgia                      Manufacturing                               150,000
Lawrenceville, Georgia (3)                  Warehouse                                    39,195
Livonia, Michigan (3)                       Manufacturing                                60,000
McKenzie, Tennessee                         Manufacturing and warehouse                  60,000
Memphis, Tennessee (8)                      Manufacturing and warehouse                 149,800
Memphis, Tennessee (4)                      Warehouse                                    50,000
Milan (Gaggiano), Italy (6)                 Warehouse                                    12,920
Milan (Gaggiano), Italy (6)                 Manufacturing                                14,900
Milan (Gaggiano), Italy                     Manufacturing                                25,800
Milan (Rosate), Italy (2)                   Manufacturing                                24,000
Mississauga, Ontario, Canada (10)           Manufacturing                               111,570
Mississauga, Ontario, Canada (4)            Manufacturing                               126,650
Piscataway, New Jersey (2)                  Manufacturing                               155,000
Ridgefield, New Jersey                      Manufacturing                               330,000
Rockaway, New Jersey                        Manufacturing                                90,550
Schaumburg, Illinois (12)                   Manufacturing                                59,100
Schiller Park, Illinois                     Manufacturing                                15,232
Shelby, Ohio (3)                            Warehouse                                   350,000
Singapore (3)                               Sales Office                                    550
Somerville, New Jersey                      Manufacturing                               172,000
Sparks, Nevada (9)                          Manufacturing                               448,000
Tonawanda, New York (3)                     Manufacturing                                32,000
</TABLE>


                                       11
<PAGE>
<TABLE>
<CAPTION>
                                                                                       APPROXIMATE
LOCATION                                    PRIMARY FUNCTION                           SQUARE FEET
--------                                    ----------------                           -----------
<S>                                         <C>                                        <C>
Troy, Ohio (8)                              Manufacturing and warehouse                 200,000
Waco, Texas                                 Manufacturing                               104,600
Wenatchee, Washington                       Manufacturing                                97,000
Wenatchee, Washington (3)                   Warehouse                                    26,200
Wenatchee, Washington (1)                   Warehouse                                     8,000
</TABLE>

----------

(Years relate to calendar years)
(1)   Leased on a month-to-month basis.
(2)   Lease expires in 2002.
(3)   Lease expires in 2003.
(4)   Lease expires in 2004.
(5)   Lease expires in 2005.
(6)   Lease expires in 2006.
(7)   Lease expires in 2007.
(8)   Lease expires in 2008.
(9)   Lease expires in 2012.
(10)  Lease expires in 2015.
(11)  Lease expires in 2019.
(12)  Lease expires in 2020.


ITEM 3. LEGAL PROCEEDINGS AND ENVIRONMENTAL MATTERS

      We are regularly involved in legal proceedings arising in the ordinary
course of business, none of which are currently expected to have a material
adverse effect on our businesses, financial condition or results of operation.

      Like similar companies, our facilities, operations and properties are
subject to foreign, federal, state, provincial and local laws and regulations
relating to, among other things, emissions to air, discharges to water, the
generation, handling, storage, transportation and disposal of hazardous and
non-hazardous materials and wastes and the health and safety of employees. We
maintain a primary commitment to employee health and safety, and environmental
responsibility. Our intention and policy are to be at all times a responsible
corporate citizen.

      Our management includes a Director of Environmental Affairs who is
responsible for compliance with all foreign, federal, state and local laws and
regulations relating to the environment, and health and safety. This director
performs internal auditing procedures and provides direction to all local
facility managers in the compliance areas. The Director of Environmental Affairs
and our President direct outside environmental counsel and outside environmental
consulting firms to ensure that regulations are properly interpreted and
reporting requirements are met.

      We are also subject to environmental laws requiring the investigation and
cleanup of environmental contamination. Currently, we are remediating
contamination resulting from past industrial activity at three of our New Jersey
facilities which we acquired from PureTec in 1998. This remediation is being
conducted pursuant to the requirements of New Jersey's Industrial Site Recovery
Act which were triggered by the 1998 PureTec transaction. We believe that any
costs ultimately borne by us in connection with this remediation would not be
material.

      Although we believe that, based on historical experience, the costs of
achieving and maintaining compliance with environmental laws and regulations are
unlikely to have a material adverse effect on our business, financial condition
or results of operations, it is possible that we could incur significant fines,
penalties, capital costs or other liabilities associated with any confirmed
noncompliance or remediation of contamination or natural resource damage
liability at or related to any of our current or former facilities, the precise
nature of which we cannot now predict.

                                       12
<PAGE>
Furthermore, we cannot assure you that future environmental laws or regulations
will not require substantial expenditures by us or significant modifications of
our operations.


                                       13
<PAGE>
                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
        MATTERS

      Not Applicable.

ITEM 6. SELECTED FINANCIAL DATA

                             (Dollars in thousands)

      The following table sets forth selected historical consolidated financial
information of the Company, and has been derived from and should be read in
conjunction with the Company's audited consolidated financial statements,
including the notes thereto, which appear elsewhere herein.

<TABLE>
<CAPTION>
                                                                                      YEARS ENDED
                                                                                      -----------
                                                     JULY 3,        JULY 2,       JUNE 30,       JUNE 29,       JUNE 28,
                                                      1998           1999           2000           2001           2002
                                                      ----           ----           ----           ----           ----
<S>                                                <C>            <C>            <C>            <C>            <C>
INCOME STATEMENT DATA:
Net sales                                          $ 316,332      $ 507,314      $ 524,817      $ 525,837      $ 577,749
Cost of goods sold                                   239,234        376,370        394,480        399,836        430,457
Gross profit                                          77,098        130,944        130,337        126,001        147,292
Selling, general and administrative expenses          39,220         62,534         58,343         60,999         69,444
Income from operations                                37,878         68,410         71,994         65,002         77,848
Interest expense, net                                 19,682         38,977         38,447         76,569         70,934
Unrealized loss on derivative contracts                   --             --             --         13,891          7,830
Other expense (income)                                   415            286          4,705            605             (6)
Pre-tax income (loss) before extraordinary item       17,781         29,147         28,842        (26,063)          (910)
Income tax provision (benefit)                         9,112         14,150         14,436         (7,069)         5,677
Income before extraordinary item                       8,669         14,997         14,406        (18,994)        (6,587)
Extraordinary item (loss)(b)                              --             --        (35,374)            --             --
Net income (loss)                                  $   8,669      $  14,997      $ (20,968)     $ (18,994)     $  (6,587)

BALANCE SHEET DATA (at period end):
Working capital                                    $  84,897      $ 101,445      $ 145,879      $ 199,129      $ 216,919
Total Assets                                         539,279        559,436        574,789        621,494        700,153
Total debt (including current portion)               401,905        416,394        651,593        678,150        692,821
Stockholders' equity (deficit)                        38,673         52,297       (149,150)      (134,697)       (91,111)

OTHER FINANCIAL DATA:
Depreciation and amortization                      $  17,249      $  35,343      $  34,748      $  37,670      $  39,863
Capital expenditures                                   7,283         12,950         16,258         17,116         24,653
Cash flows:
From operations                                       29,009         38,794          9,485         (3,266)         7,922
From investing                                      (310,672)       (58,089)       (16,905)       (26,777)       (88,446)
From financing                                       299,926         12,057         (1,687)        62,180         64,092

NON-GAAP FINANCIAL DATA:
Adjusted EBITDA(a)                                 $  54,479      $ 101,681      $ 100,527      $ 100,064      $ 115,556
Adjusted EBITDA margin(a)                               17.2%          20.0%          19.2%          19.0%          20.0%
</TABLE>


                                       14
<PAGE>
      (a)   Adjusted EBITDA is defined as earnings before interest, unrealized
            loss on derivative contracts, income taxes, depreciation and
            amortization. Adjusted EBITDA is presented because it is a widely
            accepted financial indicator of the Company's ability to incur and
            service debt. However, Adjusted EBITDA should not be considered in
            isolation as a substitute for net income or cash flow data prepared
            in accordance with generally accepted accounting principles or as a
            measure of a company's profitability or liquidity. In addition, this
            measure of Adjusted EBITDA may not be comparable to similar measures
            reported by other companies. Adjusted EBITDA margin is calculated as
            the ratio of Adjusted EBITDA to net sales for the period.

      (b)   Net loss for the year ended June 30, 2000 includes an extraordinary
            loss of approximately $35,374. The extraordinary loss is comprised
            of prepayment penalties and other interest costs of $39,303, the
            write-off of deferred financing costs of $16,696 and other fees of
            $1,325, net of a tax benefit of $21,950.


                                       15
<PAGE>
ITEM   7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

      You should read the following discussion and analysis in conjunction with
the "Selected Historical Financial Information" and the Financial Statements
included elsewhere in this Annual Report. The table below sets forth, for the
periods indicated, selected operating data as a percentage of net sales.

                         SELECTED FINANCIAL INFORMATION
                            (PERCENTAGE OF NET SALES)

<TABLE>
<CAPTION>
                                                                YEAR ENDED
                                            JUNE 30, 2000      JUNE 29, 2001      JUNE 28, 2002
                                            -------------      -------------      -------------
<S>                                         <C>                <C>                <C>
Net sales                                       100.0%             100.0%             100.0%
Cost of sales                                    75.2               76.0               74.5
Gross profit                                     24.8               24.0               25.5
Selling, general and administrative expenses     11.1               11.6               12.0
Income from operations                           13.7               12.4               13.5
Interest expense                                  7.3               14.6               12.3
Provision (Benefit) for income taxes              2.8               (1.3)               1.0
Income (loss) before extraordinary item           2.7               (3.6)              (1.1)
Extraordinary item (loss)                        (6.7)                --                 --
Net income (loss)                                (4.0)              (3.6)              (1.1)
Depreciation and amortization                     6.6                7.2                6.9
</TABLE>

YEAR ENDED JUNE 28, 2002 COMPARED TO THE YEAR ENDED JUNE 29, 2001

      Net Sales, increased to $577.7 million for the year ended June 28, 2002
from $525.8 million for the year ended June 29, 2001, representing an increase
of $51.9 million or 9.9% due to the inclusion of sales generated by our Swan
acquisition which closed in October 2001. Our increased sales were tempered
somewhat by disappointing revenue in our garden hose business due to unusually
adverse weather conditions in the June quarter, particularly along the East
Coast, as well as continued softness in demand for our pharmaceutical blister
packaging products due to a slowdown in new drug introductions in the United
States.

      Our Industrial Segment reported a 1.9% decline in Net Sales to $317.7
million in the fiscal year ended June 28, 2002 compared to $323.8 million in the
fiscal year ended June 29, 2001. The decline was the result of continued
softness in sales to healthcare customers due to the general slowdown in new
drug introductions by our pharmaceutical customers compared to recent historical
norms. Our Consumer Segment's Net Sales increased by $58.1 million or 28.7%, to
$260.1 million from $202.0 million last year, primarily due to our Swan
acquisition.

      Cost of Goods Sold, increased to $430.5 million for the year ended June
28, 2002 from $399.8 million for the year ended June 29, 2001. Expressed as a
percentage of Net Sales, Cost of Goods Sold decreased to 74.5% for the year
ended June 28, 2002 compared to 76.0% for the year ended June 29, 2001. The
decrease in Cost of Goods Sold as a percentage of Net Sales was due primarily to
lower raw material costs.

      Gross Profit, as a result, increased to $147.3 million for the year ended
June 28, 2002 from $126.0 million for the year ended June 29, 2001. The ratio of
Gross Profit to Net Sales increased to 25.5% for the year ended June 28, 2002
from 24.0% for the year ended June 29, 2001.


      Our Industrial Segment Gross Profit increased by $3.8 million to $74.3
million from $70.6 million in the fiscal year ending June 28, 2002 primarily due
to lower raw material costs and improved operating efficiencies. Measured as a
percentage of Net Sales our Industrial Segment Gross Profit increased to 23.4%
for the year ended June 28, 2002 from 21.8% for the year ended June 29, 2001.
Our Consumer Segment Gross Profit increased by $17.5 million to $73.0 million
from $55.4 million in the fiscal year ending June 28, 2002 primarily due to our
Swan acquisition. Measured as a percentage of Net Sales our Consumer Segment
Gross Profit increased to 28.1% for the year ended June 28, 2002 from 27.5% for
the year ended June 29, 2001.

                                       16
<PAGE>
      Selling, General and Administrative Expenses increased to $69.4 million
for the year ended June 28, 2002 from $61.0 million for the year ended June 29,
2001 primarily due to the inclusion of expenses associated with our Swan
acquisition. The resultant ratio to Net Sales increased to 12.0% for the year
ended June 28, 2002 from 11.6% for the year ended June 29, 2001.

      Operating Profit, as a result of the above, increased to $77.8 million or
13.5% of Net Sales for the year ended June 28, 2002 from $65.0 million or 12.4%
of Net Sales for the year ended June 29, 2001.

      Our Industrial Segment Operating Profit increased by $4.9 million or 12.0%
to $45.6 million from $40.7 million last year, primarily due to lower raw
material costs and improved operating efficiencies. Measured as a percentage of
Net Sales, Industrial Segment Operating Profit improved to 14.4% in the year
ended June 28, 2002 compared to 12.6% in the previous year. Our Consumer Segment
Operating Profit increased by $12.2 million or 33.0% to $49.1 million from $36.9
million in the year ended June 28, 2002, primarily due to our Swan acquisition.
Measured as a percentage of Net Sales, Consumer Segment Operating Profit
improved to 18.9% from 18.3% last year.

      Interest Expense, decreased to $70.9 million for the fiscal year ending
June 28, 2002 from $76.6 million for the fiscal year ending June 29, 2001
primarily due to lower average interest rates on our floating rate debt. The
unrealized loss on derivative obligations decreased to $7.8 million in the
current fiscal year compared to a loss of $13.9 million in the previous fiscal
year.

      The provision (benefit) for income taxes increased to $5.7 million from a
benefit of ($7.1) due to improved earnings. The provision for the year ended
June 28, 2002 differs from the amount computed by applying the Federal statutory
rate, primarily due to non-deductible goodwill, $3.6 million and the effect of
state income taxes $1.4 million.

      Net Income (loss), as a result, was a loss of ($6.6) million or (1.1%) of
net sales for the fiscal year ending June 28, 2002 compared to a loss of ($19.0)
million or (3.6%) of net sales for the year ending June 29, 2001.

Depreciation and Amortization Expense, increased to 39.9 million or 6.9% of net
sales for the fiscal year ending June 28, 2002 from $37.7 million or 7.2% of net
sales for the fiscal year ending June 29, 2001 due to our Swan acquisition.


YEAR ENDED JUNE 29, 2001 COMPARED TO YEAR ENDED JUNE 30 2000

      Net Sales, increased to $525.8 million for the year ended June 29, 2001
from $524.8 million for the year ended June 30, 2000, representing an increase
of $1.0 million or 0.2%. Sales increases in our Food and Consumer businesses
were generally offset by weaker sales in our Healthcare and Specialty Resins
businesses. Healthcare sales were down because of generally soft economic
conditions and inventory de-stocking by some of our customers. Sales of our
Specialty Resins segment were down as we continue to reposition this business in
both markets and products.

      Cost of Goods Sold, increased to $399.8 million for the year ended June
29, 2001 from $394.5 million for the year ended June 30, 2000. Expressed as a
percentage of Net Sales, Cost of Goods Sold increased to 76.0% for the year
ended June 29, 2001 compared to 75.2% for the year ended June 30, 2000. The
increase in Cost of Goods Sold as a percentage of Net Sales was due primarily to
raw material costs, which rose rapidly in the early part of the year before
trending down over the remainder of the year.

      Gross Profit, as a result, fell to $126.0 million for the year ended June
29, 2001 from $130.3 million for the year ended June 30, 2000. The ratio of
Gross Profit to Net Sales decreased to 24.0% for the year ended June 29, 2001
from 24.8% for the year ended June 30, 2000.

      Selling, General and Administrative Expenses, increased to $61.0 million
for the year ended June 29, 2001 from $58.3 million for the year ended June 30,
2000, an increase of $2.7 million or 4.6%. This increase reflects general cost
of living increases for our salaried personnel as well as the Selling, General
and Administrative expenses associated with our Super Plastics acquisition. The
resultant ratio to Net Sales increased to 11.6% for the year ended June 29, 2001
from 11.1% for the year ended June 30, 2000.


                                       17
<PAGE>
      Operating Profit, as a result of the above, decreased to $65.0 million or
12.4% for the year ended June 29, 2001 from $72.0 million or 13.7% for the year
ended June 30, 2000.

      Other Expenses, decreased to $0.6 million for the year ended June 29, 2001
from $4.7 million for the year ended June 29, 2000 primarily due to
non-recurring expenses associated with the recapitalization. The year ended June
30, 2000 included approximately $4.0 million of non-recurring expenses
associated with the recapitalization.

      Interest Expense, increased to $76.6 million for the fiscal year ending
June 29, 2001 from $38.4 million for the fiscal year ending June 30, 2000
primarily due to increased debt associated with the recapitalization. The
Company has also incurred an unrealized loss of $13.9 million from derivative
contracts for the year ended June 29, 2001. The Company had no similar gains or
losses for the year ended June 30, 2000.

      The ratio of the provision (benefit) for income taxes to income (loss)
before income taxes was 27.1% for the year ended June 29, 2001 compared to 50.1%
for the year ending June 30, 2000. The decrease in the effective rate for the
year ended June 29, 2001 is due to non-deductible goodwill and other permanent
differences in foreign subsidiaries.

      Net Income (loss), as a result, was a loss of ($19) million or (3.6%) of
net sales for the fiscal year ending June 29, 2001 compared to a loss of ($21.0)
million or (4.0%) of net sales after an extraordinary charge of ($35.4) million
for the year ending June 30, 2000.

      Depreciation and Amortization Expense, increased to 37.7 million or 7.2%
of net sales for the fiscal year ending June 29, 2001 from $34.7 million or 6.6%
of net sales for the fiscal year ending June 30, 2000 due to increased
depreciation and amortization expense primarily associated with our Super
Plastics acquisition.

LIQUIDITY AND CAPITAL RESOURCES

      For the year ended June 28, 2002, net cash provided by operating
activities was $7.9 million compared to ($3.3) million of cash used by operating
activities in the prior year. The $11.2 million increase was due primarily to
improved profitability as well as lower inventories before accounting for the
impact of our Swan acquisition. These improvements more than offset an increase
in accounts receivable in our Consumer Segment that accompanied a shift in the
buying patterns of this segment's customers. Various year-over-year changes in
operating assets, accrued expenses, and liabilities are generally due to
offsetting timing differences.

      Working capital at June 28, 2002 was $216.9 million compared to $199.1
million at June 29, 2001 primarily due to our Swan acquisition.

      As of June 28, 2002, we had an outstanding balance of $46.0 million under
our $100.0 million revolving credit line of our existing credit facility. This
was a decrease of $19.0 million from the $65.0 million outstanding balance as of
June 29, 2001. The decrease in revolver borrowings was primarily due to the
application of the proceeds from our $40 million senior subordinated notes
offering to pay down revolver borrowings. As of June 28, 2002 we had $28.2
million of cash compared to $44.6 million of cash as of June 29, 2001. Our cash
balance at the end of our 2002 fiscal year was positively impacted by the senior
subordinated notes offering we completed in May. The large cash balance at the
end of our 2001 fiscal year was primarily due to the $30 million equity capital
contribution that was made in June of 2001 to partially finance our Swan
acquisition.

      As of June 28, 2002, we had $54.0 million undrawn and available under our
revolving credit facility to fund ongoing general corporate and working capital
requirements. In addition, as part of the recapitalization, our new equity
investors agreed to contribute to Tekni-Plex Partners $269.6 million in the
aggregate, of which $167.0 million was used to purchase interests of certain
previous Tekni-Plex investors. An additional $85.0 million was used to finance


                                       18
<PAGE>
acquisitions, including the acquisition of Elm Packaging which closed in July
2002. Tekni-Plex Management, the managing member of Tekni-Plex Partners, may for
at least five years from the recapitalization, call upon the remainder of the
commitment, $17.6 million, for our future use for general corporate purposes,
including acquisitions.

      Apart from acquisitions, our principal uses of cash will be debt service,
capital expenditures and working capital requirements. Our capital expenditures
for the year ended June 28, 2002 and June 29, 2001 were $24.7 million and $17.1
million, respectively. We expect that annual capital expenditures will increase
somewhat from historical levels during the next few years as we make
improvements in our recently acquired operations.

      Management believes that cash generated from operations plus funds from
our existing credit facility will be sufficient to meet our expected debt
service requirements, planned capital expenditures and operating needs. However,
we cannot assure you that sufficient funds will be available from operations or
borrowings under our credit facility to meet our anticipated cash needs. To the
extent we pursue future acquisitions, we may be required to obtain additional
financing. We cannot assure you that we will be able to obtain such financing in
amounts and on terms acceptable to us. The terms of the notes and the credit
facility each include various covenants that limit our ability to incur
additional debt.

At June 28, 2002, the Company's contractual obligations for borrowings are as
follows:

<TABLE>
<CAPTION>
                                       Long-term                               Total
Payments Due by Period                    Debt            Leases           (in millions)
----------------------------------------------------------------------------------------
<S>                                    <C>                <C>              <C>
Less than 1 year                         $ 13.4           $ 7.9               $ 21.3

Year 2                                     12.9             5.7                 18.6

Year 3                                     37.9             4.3                 42.2

Year 4                                     83.9             4.1                 88.0

Year 5                                    115.0             4.0                119.0

After 5 years                             432.1            14.7                446.8

Critical Accounting Policies
</TABLE>

      The Company prepares its financial statements in accordance with
accounting principles generally accepted in the United States. Preparing
financial statements in accordance with generally accepted accounting principles
requires the Company to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities as of the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. The following paragraphs
include a discussion of some critical areas where estimates are required. You
should also review Note 1 to the financial statements for further discussion of
significant accounting policies.

      The Company records revenue when products are shipped. Legal title and
risk of loss with respect to the products pass to customers at the point of
shipment. The Company provides an allowance for returned product and volume
sales rebates on an estimated basis.

      The Company evaluates its long-lived assets for impairment based on the
undiscounted future cash flows of such assets. If a long-lived asset is
identified as impaired, the value of the asset will be reduced to its fair
value.


                                       19
<PAGE>
NEW ACCOUNTING PRONOUNCEMENTS

      In June 2001, the Financial Accounting Standards Board finalized FASB
Statements No. 141, Business Combinations (SFAS 141), and No. 142, Goodwill and
Other Intangible Assets (SFAS 142). SFAS 141 requires the use of the purchase
method of accounting and prohibits the use of the pooling-of-interests method of
accounting for business combinations initiated after June 30, 2001. SFAS 141
also requires that the Company recognize acquired intangible assets apart from
goodwill if the acquired intangible assets meet certain criteria. SFAS 141
applies to all business combinations initiated after June 30, 2001 and for
purchase business combinations completed on or after July 1, 2001. It also
requires, upon adoption of SFAS 142, that the Company reclassify the carrying
amounts of intangible assets and goodwill based on the criteria in SFAS 141.

      SFAS 142 requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually. In
addition, SFAS 142 requires that the Company identify reporting units for the
purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life. An intangible
asset with an indefinite useful life should be tested for impairment in
accordance with the guidance in SFAS 142. SFAS 142 is required to be applied in
fiscal years beginning after December 15, 2001 to all goodwill and other
intangible assets recognized at that date, regardless of when those assets were
initially recognized. SFAS 142 requires the Company to complete a transitional
goodwill impairment test six months from the date of adoption. The Company is
also required to reassess the useful lives of other intangible assets within the
first interim quarter after adoption of SFAS 142.

      The Company's previous business combinations were accounted for using the
purchase method. As of June 28, 2002, the net carrying amount of goodwill for
acquisitions prior to July 1, 2001 is $164,100 and other intangible assets is
$600. Amortization expense during the period ended June 28, 2002 was $15,500
related to those acquisitions. The acquisition of the Swan garden hose division
of Mark IV Industries, Inc. was accounted for as a purchase. The acquisition
resulted in customer lists and goodwill of $3,900 and $38,200 respectively. In
accordance with SFAS 142, the Swan goodwill is not being amortized. Amortization
of customer lists was approximately $600 for the year ended June 28, 2002.
Currently, the Company is assessing, but has not yet determined how the adoption
of SFAS 141 and SFAS 142 will impact its financial position and results of
operations.


                                       20
<PAGE>
      In August 2001, the FASB issued FASB Statement No. 144, Accounting for the
Impairment of Disposal of Long-Lived Assets ("SFAS 144"). The new guidance
resolves significant implementation issues related to FASB Statement No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of ("SFAS 121"). SFAS 144 supersedes SFAS 121, but it retains its
fundamental provisions. It also amends Accounting Research Bulletin No. 51,
Consolidated Financial Statements, to eliminate the exception to consolidate a
subsidiary for which control is likely to be temporary. SFAS 144 retains the
requirement of SFAS 121 to recognize an impairment loss only if the carrying
amount of a long-lived asset within the scope of SFAS 144 is not recoverable
from its undiscounted cash flows and exceeds its fair value.

      SFAS 144 is effective for fiscal years beginning after December 15, 2001,
and interim periods within those fiscal years, with early application
encouraged. The provisions of SFAS 144 generally are to be applied
prospectively. The Company is currently assessing the impact SFAS 144 will have
on its financial position and results of operations.

      In July 2002, the FASB issued SFAS No. 146, Accounting for Restructuring
Costs. SFAS 146 applies to costs associated with an exit activity (including
restructuring) or with a disposal of long-lived assets. Those activities can
include eliminating or reducing product lines, terminating employees and
contracts and relocating plant facilities or personnel. Under SFAS 146, a
company will record a liability for a cost associated with an exit or disposal
activity when that liability is incurred and can be measured at fair value. SFAS
146 will require a company to disclose information about its exit and disposal
activities, the related costs, and changes in those costs in the notes to the
interim and annual financial statements that include the period in which an exit
activity is initiated and in any subsequent period until the activity is
completed. SFAS 146 is effective prospectively for exit or disposal activities
initiated after December 31, 2002, with earlier adoption encouraged. Under SFAS
146, a company cannot restate its previously issued financial statements and the
new Statement grandfathers the accounting for liabilities that a company had
previously recorded under Emerging Issues Task Force Issue 94-3.


INFLATION

      During the closing months of fiscal year 2002, we contended with rising
raw material prices. We believe we have generally been able to offset the
effects thereof through continuing improvements in operating efficiencies and by
increasing prices to our customers to the extent permitted by competitive
factors. However, we cannot assure you that such cost increases can be passed
through to our customers in the future or that the effects can be offset by
further improvements in operating efficiencies.

ITEM   7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          The market risk inherent in the Company's financial instruments and
          positions represents the potential loss arising from adverse changes
          in interest rates. At June 28, 2002 and June 29, 2001 the principal
          amount of the Company's aggregate outstanding variable rate
          indebtedness was $375,120 and $401,560 respectively. A hypothetical 1%
          adverse change in interest rates would have had an annualized
          unfavorable impact of approximately $1,304 and $4,000, respectively,
          on the Company's earnings and cash flows based upon these year-end
          debt levels. To ameliorate these risks, in June 2000, the Company
          entered into interest rate Swap and Cap Agreements for a notional
          amount of $344,000.

ITEM   8. FINANCIAL STATEMENTS

          The financial statements commence on Page F-1.


                                       21
<PAGE>
ITEM   9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

          None

                                    PART III

ITEM   10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Our current directors and executive officers are listed below. Each
director is elected at the annual meeting of the stockholders of Tekni-Plex to
serve a one year term until the next annual meeting or until a successor is
elected and qualified, or until his earlier resignation. Each executive officer
holds his office until a successor is chosen and qualified or until his earlier
resignation or removal. Pursuant to our by-laws, we indemnify our officers and
directors to the fullest extent permitted by the General Corporation Law of the
State of Delaware and our certificate of incorporation.

     The board of directors is composed of six directors. A nominating committee
composed of Dr. Smith and Mr. Cronin designate two directors, Dr. Smith
designates three directors, and Mr. Cronin designates one director. Directors
may only be removed for cause or at the request of the person entitled to
designate that director.

<TABLE>
<CAPTION>
NAME                              AGE                      POSITION
<S>                              <C>      <C>
Dr. F. Patrick Smith........     54       Chairman of the Board and Chief Executive Officer
Kenneth W.R. Baker..........     58       President, Chief Operating Officer and Director
Arthur P. Witt..............     72       Corporate Secretary and Director
John S. Geer................     56       Director
J. Andrew McWethy...........     61       Director
Michael F. Cronin...........     48       Director
</TABLE>

     Dr. F. Patrick Smith has been Chairman of the Board and Chief Executive
Officer of Tekni-Plex since March 1994. He received his doctorate degree in
chemical engineering from Texas A&M University in 1975. He served as Senior
Chemical Engineer to Texas Eastman Company, a wholly owned chemical and plastics
subsidiary of Eastman Kodak, where he developed new grades of polyolefin resins
and hot melt and pressure sensitive adhesives. In 1979, he became Technical
Manager of the Petrochemicals and Plastics Division of Cities Service Company,
and a Member of the Business Steering Committee of that division. From 1982 to
1984, Dr. Smith was Vice President of R&D and Marketing for Guardian Packaging
Corporation, a diversified flexible packaging company. Thereafter, he joined
Lily-Tulip, Inc. and managed their research and marketing functions before
becoming Senior Vice President of Manufacturing and Technology. Following the
acquisition of Lily-Tulip by Fort Howard Corporation in 1986, he became the
Corporate Vice President of Fort Howard, responsible for the manufacturing and
technical functions of the combined Sweetheart Products and Lily-Tulip
operations. From 1987 to 1990, Dr. Smith was Chairman and Chief Executive
Officer of WFP Corporation. Since 1990, Dr. Smith has been a principal of Brazos
Financial Group, a business consulting firm. Since 2000, Dr. Smith has been a
general partner of Eastport Operating Partners L.P.

     Kenneth W.R. Baker has served as Tekni-Plex Chief Operating Officer since
April 1994 and as President since July 1995. Mr. Baker served in various
management roles including systems development, finance, industrial engineering,
research and development, and manufacturing operations at Owens-Illinois, Inc.
and Lily-Tulip, Inc. from 1965 to 1985. From 1986 to 1987, he served as Vice
President, Operations at Fort Howard Cup Corporation. In 1987, Mr. Baker joined
WFP Corporation, Inc. as Senior Vice President, Operations and eventually became
the company's President and CEO before leaving the company in 1992. Thereafter,
Mr. Baker became Vice President, Research and Development at the Molded Products
Division of Carlisle Plastics, Inc. until joining Tekni-Plex in 1994.


                                       22
<PAGE>
Arthur P. Witt has been a director of Tekni-Plex since March 1994 and was
appointed Secretary in January 1997. Since July 1989, he has been president of
PAJ Investments which is involved in financial consulting and property
management. Over the same period, Mr. Witt also served as a temporary chief
financial officer for WFP Corporation and Flexible Technology. Prior to 1989,
Mr. Witt served in a number of senior management positions for companies such as
Lily-Tulip, Inc., BMC Industries and Fort Howard Paper Co.

     John S. Geer has served as a director of Tekni-Plex since June 2000. He is
a partner of Mellon Ventures, Inc., having joined Mellon in 1997. Previously,
Mr. Geer was senior vice president of Security Pacific Capital Corp. He has
served on 20 boards of directors of emerging growth and middle market companies.

     J. Andrew McWethy has served as a director of Tekni-Plex since March 1994.
He co-founded and managed MST Partners L.P., a private equity investment fund,
from 1989 to 2000. In 2000, Mr. McWethy co-founded Eastport Operating Partners,
L.P., a private equity investment fund that he continues to manage. Prior to
1989, Mr. McWethy was employed by Irving Trust Company for 12 years.

     Michael F. Cronin has served as a director of Tekni-Plex since March 1994.
He has invested in emerging growth companies and various industrial and service
businesses since 1978. Since June 1991, Mr. Cronin has been a general partner of
Weston Presidio Capital.

COMPENSATION OF DIRECTORS

     Tekni-Plex reimburses directors for any reasonable out-of-pocket expenses
incurred by them in connection with services provided in such capacity. In
addition, each director is paid an annual fee of $50,000.

COMPENSATION OF EXECUTIVE OFFICERS

     The following table sets forth the remuneration paid by Tekni-Plex to the
Chief Executive Officer and the two next most highly compensated executive
officers of Tekni-Plex

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                              FISCAL                                      STOCK     OTHER ANNUAL
NAME & PRINCIPAL POSITION                      YEAR            SALARY         BONUS      OPTIONS   COMPENSATION(A)
-------------------------                      ----            ------         -----      -------   ---------------
<S>                                             <C>         <C>              <C>                    <C>
Dr. F. Patrick Smith,..................         2002        $ 5,500,000      $   --          --     $       16,000
Chairman and Chief Executive Officer            2001          5,000,000          --          --             16,000
                                                2000          1,200,000      4,622,100       --             16,000

Mr. Kenneth W.R. Baker,................         2001        $ 2,750,000      $   --          --      $       9,000
President and Chief Operating Officer           2000          2,500,000          --          --              9,000
                                                1999            600,000      2,311,050       --              9,000

Mr. James E. Condon......................       2002        $   341,030      $   --       $  --      $       7,200
Vice President and Chief Financial Officer      2001            122,308          --        254,000           7,200
                                                2000                 --          --          --                 --
</TABLE>

(a)  Includes amounts reimbursed during the fiscal year for payment of taxes,
     auto expense, membership fees, etc.


                                       23
<PAGE>
<TABLE>
<CAPTION>
                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                                                                              POTENTIAL            POTENTIAL
                                                                                             REALIZABLE           REALIZABLE
                                            PERCENT OF                                          VALUE AT             VALUE AT
                                               TOTAL                                         ASSUMED ANNUAL       ASSUMED ANNUAL
                            NUMBER OF        OPTIONS/         EXERCISE                          RATES OF             RATES OF
                           SECURITIES      SARS GRANTED        OR BASE                         STOCK PRICE          STOCK PRICE
                           UNDERLYING      TO EMPLOYEES         PRICE                         APPRECIATION       APPRECIATION FOR
                            OPTIONS/         IN FISCAL           PER          EXPIRATION     FOR OPTION TERM      FOR OPTION TERM
NAME                      SARS GRANTED         YEAR             SHARE            DATE              5%                   10%
----                      ------------         ----             -----            ----              --                   ---
                                                               ($000)                            ($000)               ($000)
<S>                       <C>              <C>                <C>             <C>            <C>                 <C>
Dr. F. Patrick Smith.....           --            --%              --               --               --                    --
Kenneth W.R. Baker.......           --            --%              --               --               --                    --
James E. Condon..........           --            --%              --               --               --                    --
</TABLE>

               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                          AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
                                                                                                NUMBER OF
                                                                                                SECURITIES       VALUE ($000) OF
                                                                                                UNDERLYING         UNEXERCISED
                                                                                               UNEXERCISED        IN-THE-MONEY
                                                                                              OPTIONS/SARS AT    OPTIONS/SARS AT
                                                                                                 FY-END              FY-END
                                                     SHARES ACQUIRED ON                        EXERCISABLE/        EXERCISABLE/
NAME                                                      EXERCISE         VALUE REALIZED      UNEXERCISABLE       UNEXERCISABLE
----                                                      --------         --------------      -------------       -------------
<S>                                                  <C>                   <C>                <C>                <C>
Dr. F. Patrick Smith...............................            --                     --                  --               --/--
Kenneth W.R. Baker ................................            --                     --                  --               --/--
James E. Condon.........................................       --                     --                  --               --/--
</TABLE>

     EMPLOYMENT AGREEMENTS

     As part of the recapitalization, Dr. Smith and Mr. Baker entered into
amended and restated employment agreements that currently expire July 1, 2005
and contain renewal provisions.

     Each employment agreement provides that the executive may be terminated by
us for cause or upon death or disability of the executive. Each of Dr. Smith and
Mr. Baker is entitled to severance benefits if he is terminated due to death or
disability. The employment agreements also contain certain non-compete
provisions.

     The annual salaries of Dr. Smith and Mr. Baker are $5 million and $2.5
million, respectively, and each of these salaries will be increased by 10%
annually. Neither Dr. Smith's nor Mr. Baker's amended and restated employment
agreement provides for any mandatory bonus compensation. No other provisions of
Dr. Smith's and Mr. Baker's employment agreements changed materially.


                                       24
<PAGE>
COMPENSATION COMMITTEE

     The board of directors maintains a three-member compensation committee
comprised of Dr. Smith, Mr. Witt and Mr. Cronin. The compensation committee's
duties include the annual review and approval of the compensation for each of
our Chief Executive Officer and President, as well as the administration of our
stock incentive plan. No member of the compensation committee is allowed to vote
on issues pertaining to that member's compensation (including option grants).
The board may also delegate additional duties to the compensation committee in
the future.

Compensation levels and bonus awards for all other employees are controlled by
Dr. Smith and Mr. Baker.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     As Chief Executive Officer of Tekni-Plex, Dr. Smith participated in
deliberations concerning the compensation of the Chief Operating Officer of
Tekni-Plex (but not the compensation for himself).

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Tekni-Plex Partners LLC holds approximately 96.2% (approximately 93.6% on a
fully diluted basis) and MST/TP Partners LLC holds approximately 3.8%
(approximately 3.7% on a fully diluted basis) of Tekni-Plex's outstanding common
stock.

     Tekni-Plex Management LLC, controlled by Dr. Smith, is the sole managing
member of both Tekni-Plex Partners LLC and MST/TP Partners LLC.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CONSULTING ARRANGEMENTS

     In fiscal years 2001 and 2000 we had an arrangement with Arthur P. Witt,
one of our directors and our corporate secretary, under which Mr. Witt provided
us with customary management consulting services. Mr. Witt's compensation for
consulting services rendered on our behalf was approximately $50,400 and $66,500
for fiscal years 2001 and 2000, respectively.

     Our policy is not to enter into any significant transaction with one of our
affiliates unless a majority of the disinterested directors of the board of
directors determines that the terms of the transaction are at least as favorable
as those we could obtain in a comparable transaction made on an arm's-length
basis with unaffiliated parties. This determination is made in the board's sole
discretion.


                                       25
<PAGE>


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

         (a)(1)   Financial Statements and Schedules

                  The financial statements listed in the Index to Financial
                  Statements under Part II, Item 8 and the financial statement
                  schedules listed under Exhibit 27 are filed as part of this
                  annual report.

         (a)(2)   Financial Statement Schedule - Schedule II - Valuation and
                  Qualifying Accounts

         (a)(3)   Exhibits

                  The exhibits listed on the Index to Exhibits following the
                  Signature Page herein are filed as part of this annual report
                  or by incorporation by reference from the documents there
                  listed.

         (b)      Reports on Form 8-K

                  None


                                       26
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                         TEKNI-PLEX, INC.

                                         By:   /s/ F. PATRICK SMITH
                                            -----------------------------------
                                               F. Patrick Smith
                                               Chairman of the Board and
                                               Chief Executive Officer

Dated: October 8, 2002



         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

                                         By:   /s/ James E. Condon
                                            -----------------------------------
                                               James E. Condon
                                               Chief Financial Officer

Date October 8, 2002
     -------------------------------------------------------------------------

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of
Registrant and in the capacities indicated, on October 1, 2001.

          SIGNATURE                                     TITLE
          ---------                                     -----

/s/   F. PATRICK SMITH                 Chairman of the Board and Chief Executive
---------------------------------      Officer
      F. Patrick Smith

/s/   KENNETH W.R. BAKER               President and Chief Operating Officer
---------------------------------      and Director
      Kenneth W.R. Baker

/s/   ARTHUR P. WITT                   Corporate Secretary and Director
---------------------------------
      Arthur P. Witt

/s/   JOHN S. GEER                     Director
---------------------------------
      John S. Geer

/s/   J. ANDREW MCWETHY                Director
---------------------------------
      J. Andrew McWethy

/s/   MICHAEL F. CRONIN                Director
---------------------------------
      Michael F. Cronin


<PAGE>
                                CERTIFICATIONS *

I, Dr. F. Patrick Smith, certify that:

1. I have reviewed this annual report on Form 10-K of Tekni-Plex;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

Date: October 8, 2002

                                     /s/ Dr. F. Patrick Smith
                                     ------------------------
                                     Dr. F. Patrick Smith
                                     Chief Executive Officer



<PAGE>
                                CERTIFICATIONS*

I, James E. Condon, certify that:

1. I have reviewed this annual report on Form 10-K of Tekni-Plex;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

Date: October 8, 2002

                                        /s/ James E. Condon
                                        ---------------------------------------
                                        James E. Condon
                                        Chief Financial Officer






<PAGE>
                                                                TEKNI-PLEX, INC.

                                                                        CONTENTS

--------------------------------------------------------------------------------

<TABLE>
<S>                                                                     <C>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                           F-2

CONSOLIDATED FINANCIAL STATEMENTS:
     Balance sheets                                                          F-3
     Statements of operations                                                F-4
     Statements of stockholders' deficit                                     F-5
     Statements of cash flows                                                F-6
     Notes to financial statements                                      F-7-F-48

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON
     SUPPLEMENTAL SCHEDULE                                                  F-49

SUPPLEMENTAL SCHEDULE:

     Valuation and qualifying accounts and reserves                         F-50
</TABLE>


                                                                             F-1

<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Tekni-Plex, Inc.
Somerville, New Jersey

We have audited the accompanying consolidated balance sheets of Tekni-Plex, Inc.
and its subsidiaries (the "Company") as of June 28, 2002 and June 29, 2001, and
the related consolidated statements of operations, stockholders' deficit and
cash flows for each of the three years in the period ended June 28, 2002. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Tekni-Plex, Inc. and
its subsidiaries as of June 28, 2002 and June 29, 2001, and the results of their
operations and their cash flows for each of the three years in the period ended
June 28, 2002, in conformity with accounting principles generally accepted in
the United States of America.

BDO Seidman, LLP

September 13, 2002

Woodbridge, New Jersey


                                                                             F-2

<PAGE>
                                                                TEKNI-PLEX, INC.

                                                     CONSOLIDATED BALANCE SHEETS
                      (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          JUNE 28, 2002    June 29, 2001
                                                                          -------------    -------------
<S>                                                                       <C>              <C>
ASSETS (NOTE 7)
CURRENT:
     Cash and cash equivalents                                              $  28,199        $  44,645
     Accounts receivable, net of an allowance of $1,671 and $1,500
      for possible losses                                                     147,198          105,316
     Inventories (Note 4)                                                     117,632          106,258
     Deferred income taxes (Note 8)                                             7,472            5,153
     Prepaid expenses and other current assets                                  5,583            5,595
                                                                            ---------        ---------
                      TOTAL CURRENT ASSETS                                    306,084          266,967
PROPERTY, PLANT AND EQUIPMENT, NET (NOTE 5)                                   158,118          137,008
INTANGIBLE ASSETS, NET OF ACCUMULATED AMORTIZATION (NOTE 6)                   204,252          179,616
DEFERRED FINANCING COSTS, NET OF ACCUMULATED AMORTIZATION OF
  $5,030 AND $2,549                                                            14,343           16,607
DEFERRED INCOME TAXES (NOTE 8)                                                 16,278           19,010
OTHER ASSETS                                                                    1,078            2,286
                                                                            ---------        ---------
                                                                            $ 700,153        $ 621,494
                                                                            =========        =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:

     Current portion of long term debt (Note 7)                             $  13,407        $   8,072
     Accounts payable                                                          32,643           34,076
     Accrued payroll and benefits                                               8,965            5,222
     Accrued interest                                                           4,789            1,673
     Accrued integration reserve (Note 3)                                       6,755               --
     Accrued customer allowances                                                8,214            4,904
     Accrued liabilities - other                                               13,877           10,542
     Income taxes payable                                                         515            3,349
                                                                            ---------        ---------
                      TOTAL CURRENT LIABILITIES                                89,165           67,838
LONG-TERM DEBT (NOTE 7)                                                       679,414          670,078
OTHER LIABILITIES (NOTE 1)                                                     22,685           18,275
                                                                            ---------        ---------
                      TOTAL LIABILITIES                                       791,264          756,191
                                                                            ---------        ---------
COMMITMENTS AND CONTINGENCIES (NOTES 8, 9 AND 12)
STOCKHOLDERS' DEFICIT:

     Common stock, $.01 par value, authorized 20,000 shares, issued
     1088 at June 28, 2002 and 1011 at June 29, 2001                               --               --
     Additional paid-in capital                                               170,176          120,176
     Accumulated other comprehensive loss                                      (6,805)          (7,039)
     Accumulated deficit                                                      (33,959)         (27,372)
     Less: Treasury stock at cost, 431 shares (Note 2)                       (220,523)        (220,462)
                                                                            ---------        ---------
                      TOTAL STOCKHOLDERS' DEFICIT                             (91,111)        (134,697)
                                                                            ---------        ---------
                                                                            $ 700,153        $ 621,494
                                                                            =========        =========
</TABLE>

                    See accompanying notes to consolidated financial statements.


                                                                             F-3
<PAGE>
                                                                TEKNI-PLEX, INC.

                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                                          (DOLLARS IN THOUSANDS)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Years ended                                                              JUNE 28, 2002    June 29, 2001    June 30, 2000
-----------                                                              -------------    -------------    -------------
<S>                                                                        <C>              <C>              <C>
NET SALES                                                                  $ 577,749        $ 525,837        $ 524,817
COST OF SALES                                                                430,457          399,836          394,480
                                                                           ---------        ---------        ---------
          GROSS PROFIT                                                       147,292          126,001          130,337
OPERATING EXPENSES:

     Selling, general and administrative                                      69,444           60,999           58,343
                                                                           ---------        ---------        ---------
          INCOME FROM OPERATIONS                                              77,848           65,002           71,994
OTHER EXPENSES:

     Interest, net                                                            70,934           76,569           38,447
     Unrealized loss on derivative contracts (Note 1)                          7,830           13,891               --
     Other (Note 10)                                                              (6)             605            4,705
                                                                           ---------        ---------        ---------
          INCOME (LOSS) BEFORE PROVISION
          (BENEFIT) FOR INCOME TAXES AND
          EXTRAORDINARY ITEM                                                    (910)         (26,063)          28,842
PROVISION (BENEFIT) FOR INCOME TAXES (NOTE 8):

     Current                                                                   4,443            4,098           12,333
     Deferred                                                                  1,234          (11,167)           2,103
                                                                           ---------        ---------        ---------
          INCOME (LOSS) BEFORE EXTRAORDINARY ITEM                             (6,587)         (18,994)          14,406
EXTRAORDINARY ITEM, NET OF INCOME TAXES (NOTE 2)                                  --               --          (35,374)
                                                                           ---------        ---------        ---------
NET LOSS                                                                   $  (6,587)       $ (18,994)       $ (20,968)
                                                                           =========        =========        =========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                                                             F-4
<PAGE>
                                                                TEKNI-PLEX, INC.

                                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                                          (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                     Accumulated
                                                      Additional       Other
                                       Common          Paid-In      Comprehensive     Accumulated       Treasury
                                       stock           Capital          Loss            Deficit           Stock            TOTAL
                                    -----------       ---------     -------------     -----------       ---------        ---------
<S>                                 <C>               <C>             <C>              <C>              <C>              <C>
BALANCE, JULY 2, 1999               $        --       $  41,075       $  (1,368)       $  12,590        $      --        $  52,297
Net loss                                     --              --              --          (20,968)              --          (20,968)
Foreign currency translation                 --              --          (3,118)              --               --           (3,118)
                                                                                                                         ---------
Comprehensive loss                           --              --              --               --               --          (24,086)
Purchase of treasury stock                   --              --              --               --         (220,462)        (220,462)
Capital contribution                         --          43,101              --               --               --           43,101
                                    -----------       ---------       ---------        ---------        ---------        ---------
BALANCE, JUNE 30, 2000                       --          84,176          (4,486)          (8,378)        (220,462)        (149,150)
Net loss                                     --              --              --          (18,994)              --          (18,994)
Foreign currency translation                 --              --          (2,553)              --               --           (2,553)
                                                                                                                         ---------
Comprehensive loss                           --              --              --               --               --          (21,547)
Capital contributions                        --          36,000              --               --               --           36,000
                                    -----------       ---------       ---------        ---------        ---------        ---------
BALANCE, JUNE 29, 2001                       --         120,176          (7,039)         (27,372)        (220,462)        (134,697)
Net loss                                     --              --              --           (6,587)              --           (6,587)
Foreign currency translation                 --              --           3,319               --               --            3,319
Unrealized loss of pension plan,
  net of tax                                 --              --          (3,085)              --               --           (3,085)
                                                                                                                         ---------
Comprehensive loss                           --              --              --               --               --           (6,353)
Acquisition of shares                        --              --              --               --              (61)             (61)
Capital contributions                        --          50,000              --               --               --           50,000
                                    -----------       ---------       ---------        ---------        ---------        ---------
BALANCE, JUNE 28, 2002              $        --       $ 170,176       $  (6,805)       $ (33,959)       $(220,523)       $ (91,111)
                                    ===========       =========       =========        =========        =========        =========
</TABLE>

                    See accompanying notes to consolidated financial statements.


                                                                             F-5
<PAGE>
                                                                TEKNI-PLEX, INC.

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS (NOTE 14)
                                                          (DOLLARS IN THOUSANDS)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  Years ended                                                      JUNE 28, 2002    June 29, 2001    June 30, 2000
--------------                                                     -------------    -------------    -------------
<S>                                                                  <C>              <C>              <C>
  CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                           $  (6,587)       $ (18,994)       $ (20,968)
  Adjustments to reconcile net loss to net cash provided by
   (used in) operating activities:
     Depreciation                                                       20,981           18,741           16,026
     Amortization                                                       18,882           18,929           18,722
     Unrealized loss on derivative contracts                             7,830           13,891
     Provision for bad debts                                               484              250              310
     Deferred income taxes                                               1,234          (11,167)           2,103
     Loss on sale of assets                                                 --               --               62
     Extraordinary loss on extinguishment of debt, net of tax               --               --           35,374
     Changes in assets and liabilities, net of acquisitions:
       Accounts receivable                                             (35,632)          (9,527)             186
       Inventories                                                       4,226          (11,019)         (29,243)
       Prepaid expenses and other current assets                           866            8,859            4,898
       Other assets                                                        (50)             (58)             205
       Accounts payable and other current liabilities                   (6,136)           2,713          (15,994)
       Income taxes payable                                              5,419            3,349             (742)
       Other liabilities                                                (3,595)         (19,233)          (1,454)
                                                                     ---------        ---------        ---------
           NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES           7,922           (3,266)           9,485
                                                                     ---------        ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions of net assets including acquisition costs               (63,624)          (9,233)              --
  Capital expenditures                                                 (24,653)         (17,116)         (16,258)
  Additions to intangibles                                                (169)            (428)            (805)
  Cash proceeds from sale of assets                                         --               --              158
                                                                     ---------        ---------        ---------
           NET CASH USED IN INVESTING ACTIVITIES                       (88,446)         (26,777)         (16,905)
                                                                     ---------        ---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings (repayments) under line of credit                     (19,000)          35,000           (2,030)
  Proceeds from long-term debt                                          40,747               --          645,232
  Repayments of long-term debt                                          (7,440)          (8,820)        (448,631)
  Proceeds from capital contributions                                   50,000           36,000           43,101
  Debt financing costs                                                    (154)              --          (18,897)
  Purchase of treasury stock                                               (61)              --         (220,462)
                                                                     ---------        ---------        ---------
           NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES          64,092           62,180           (1,687)
                                                                     ---------        ---------        ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                    (14)             (17)            (485)
                                                                     ---------        ---------        ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                   (16,446)          32,120           (9,592)
CASH, BEGINNING OF PERIOD AND CASH EQUIVALENTS                          44,645           12,525           22,117
                                                                     ---------        ---------        ---------
CASH, END OF PERIOD AND CASH EQUIVALENTS                             $  28,199        $  44,645        $  12,525
                                                                     =========        =========        =========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                                                             F-6
<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

  1.   SUMMARY OF                     Nature of Business
       ACCOUNTING
       POLICIES                       Tekni-Plex, Inc. and its subsidiaries
                                      ("Tekni-Plex" or the "Company") is a
                                      global, diversified manufacturer of
                                      packaging, products, and materials for the
                                      healthcare, consumer, and food packaging
                                      industries. The Company has built a
                                      leadership position in its core markets,
                                      and focuses on vertically integrated
                                      production of highly specialized products.
                                      The Company's operations are aligned under
                                      two primary business groups: Industrial
                                      Packaging, Products, and Materials and
                                      Consumer Packaging and Products.

                                      Consolidation Policy

                                      The consolidated financial statements
                                      include the financial statements of
                                      Tekni-Plex, Inc. and its subsidiaries. All
                                      intercompany transactions and balances
                                      have been eliminated in consolidation.

                                      Inventories

                                      Inventories are stated at the lower of
                                      cost (weighted average) or market.

                                      Property, Plant and Equipment

                                      Property, plant and equipment are stated
                                      at cost. Depreciation and amortization are
                                      computed over the estimated useful lives
                                      of the assets primarily on the
                                      straight-line method for financial
                                      reporting purposes and by accelerated
                                      methods for income tax purposes. Repairs
                                      and maintenance are charged to expense as
                                      incurred.

                                      Intangible Assets

                                      The Company amortizes the excess of cost
                                      over the fair value of net assets acquired
                                      on a straight-line basis over 15 years,
                                      and the cost of acquiring certain patents,
                                      trademarks, and customer lists over
                                      seventeen, five and ten years,
                                      respectively. Recoverability is evaluated
                                      periodically based on the expected
                                      undiscounted net cash flows of the related
                                      businesses.



                                                                             F-7
<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

                                      Deferred Financing Costs

                                      The Company amortizes the deferred
                                      financing costs incurred in connection
                                      with the Company's borrowings over the
                                      life of the related indebtedness (5-10
                                      years).

                                      Income Taxes

                                      The Company accounts for income taxes
                                      under the provisions of Statement of
                                      Financial Accounting Standards No. 109
                                      ("SFAS 109"), "Accounting for Income
                                      Taxes." Deferred income tax assets and
                                      liabilities are recognized for differences
                                      between the financial statement and income
                                      tax basis of assets and liabilities based
                                      upon statutory rates enacted for future
                                      periods. Valuation allowances are
                                      established when necessary to reduce
                                      deferred tax assets to the amount expected
                                      to be realized.

                                      Revenue Recognition

                                      The Company recognizes revenue when goods
                                      are shipped to customers. The Company
                                      provides for returned goods and volume
                                      rebates on an estimated basis.

                                      Shipping and Handling Costs

                                      Shipping and handling costs are recorded
                                      to cost of sales.

                                      Research and Development

                                      Research and development expenditures for
                                      the Company's projects are expensed as
                                      incurred.

                                      Treasury Stock

                                      Treasury Stock is recorded at cost. Gains
                                      and losses on disposition are recorded as
                                      increases or decreases to additional
                                      paid-in capital with losses in excess of
                                      previously recorded gains charged directly
                                      to retained earnings.

                                      Cash Equivalents

                                      The Company considers all highly liquid
                                      debt instruments with an original maturity
                                      of three months or less to be cash
                                      equivalents.

                                                                             F-8
<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

                                      Fiscal Year-End

                                      The Company utilizes a 52/53 week fiscal
                                      year ending on the Friday closest to June
                                      30. The years ended June 28, 2002, June
                                      29, 2001, and June 30, 2000 contained 52
                                      weeks each.

                                      Reclassifications

                                      Certain items in the prior year financial
                                      statements have been reclassified to
                                      conform to the current year presentation.

                                      Foreign Currency Translation

                                      Assets and liabilities of international
                                      subsidiaries are translated at year end
                                      exchange rates and related translation
                                      adjustments are reported as a component of
                                      stockholders' deficit. The statement of
                                      operations accounts are translated at the
                                      average rates during the period.

                                      Long-Lived Assets

                                      Long-lived assets, such as goodwill,
                                      customer lists and property and equipment,
                                      are evaluated for impairment when events
                                      or changes in circumstances indicate that
                                      the carrying amount of the assets may not
                                      be recoverable through the estimated
                                      undiscounted future cash flows from the
                                      use of these assets. When such impairments
                                      exist, the related assets will be written
                                      down to fair value. No impairment losses
                                      have been recorded through June 28, 2002.

                                      Use of estimates

                                      The preparation of financial statements in
                                      conformity with generally accepted
                                      accounting principles requires management
                                      to make estimates and assumptions that
                                      affect the reported amounts of assets and
                                      liabilities and disclosure of contingent
                                      assets and liabilities at the date of the
                                      financial statements and the reported
                                      amounts of revenues and expenses during
                                      the reporting period. Actual results could
                                      differ from those estimates.



                                                                             F-9

<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

                                      Stock Based Compensation

                                      The Company applies the provisions of SFAS
                                      No. 123, "Accounting for Stock-Based
                                      Compensation," which allows the Company to
                                      apply APB Opinion 25 and related
                                      interpretations in accounting for its
                                      stock options and present pro forma
                                      effects of the fair value of such options.

                                      Derivative Instruments

                                      Effective July 1, 2000, Tekni-Plex adopted
                                      Financial Accounting Standards No. 133,
                                      "Accounting for Derivative Instruments and
                                      Hedging Activities," as amended and
                                      interpreted. FAS 133 requires that all
                                      derivative instruments, such as interest
                                      rate swaps, be recognized in the financial
                                      statements and measured at their fair
                                      market value. Changes in the fair market
                                      value of derivative instruments are
                                      recognized each period in current
                                      operations or stockholders' equity (as a
                                      component of accumulated other
                                      comprehensive loss), depending on whether
                                      a derivative instrument qualifies as a
                                      hedge transaction.

                                      In the normal course of business,
                                      Tekni-Plex is exposed to changes in
                                      interest rates. The objective in managing
                                      its exposure to interest rates is to
                                      decrease the volatility that changes in
                                      interest rates might have on operations
                                      and cash flows. To achieve this objective,
                                      Tekni-Plex uses interest rate swaps and
                                      caps to hedge a portion of total long-term
                                      debt that is subject to variable interest
                                      rates. These derivative contracts are
                                      considered to be a hedge against changes
                                      in the amount of future cash flows
                                      associated with the interest payments on
                                      variable-rate debt obligations, however,
                                      they do not qualify for hedge accounting
                                      under FASB 133. Accordingly, the interest
                                      rate swaps are reflected at fair value in
                                      the Consolidated Balance Sheet and the
                                      related gains or losses on these contracts
                                      are recorded as an unrealized loss from
                                      derivative instruments in the Consolidated
                                      Statements of Operations. Currently these
                                      are the only derivative instruments held
                                      by Tekni-Plex as of June 28, 2002. The
                                      fair value of derivative contracts are
                                      determined based on quoted market values
                                      obtained from a third party.


                                                                            F-10
<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

                                      As of July 1, 2000, Tekni-Plex had
                                      interest swap contracts to pay variable
                                      rates of interest based on a basket of
                                      LIBOR benchmarks and receive variable
                                      rates of interest based on a 3 month
                                      dollar LIBOR on an aggregate of $29,000
                                      amount of indebtedness with maturity dates
                                      ranging from June 2006 through June 2008.
                                      In conjunction with these swap contracts,
                                      Tekni-Plex also purchased an interest rate
                                      cap. The aggregate fair market value of
                                      these interest rate swap and cap contracts
                                      was $(21,721) and $(13,891) on June 28,
                                      2002 and June 29, 2001, respectively, and
                                      is included in other liabilities on the
                                      Consolidated Balance Sheet. For the years
                                      ended June 28, 2002 and June 29, 2001,
                                      Tekni-Plex incurred realized losses of
                                      $7,939 and $1,806, respectively, which
                                      have been reflected in interest expense.

                                      New Accounting Pronouncements

                                      In June 2001, the Financial Accounting
                                      Standards Board finalized FASB Statements
                                      No. 141, Business Combinations (SFAS 141),
                                      and No. 142, Goodwill and Other Intangible
                                      Assets (SFAS 142). SFAS 141 requires the
                                      use of the purchase method of accounting
                                      and prohibits the use of the
                                      pooling-of-interests method of accounting
                                      for business combinations initiated after
                                      June 30, 2001. SFAS 141 also requires that
                                      the Company recognize acquired intangible
                                      assets apart from goodwill if the acquired
                                      intangible assets meet certain criteria.
                                      SFAS 141 applies to all business
                                      combinations initiated after June 30, 2001
                                      and for purchase business combinations
                                      completed on or after July 1, 2001. It
                                      also requires, upon adoption of SFAS 142,
                                      that the Company reclassify the carrying
                                      amounts of intangible assets and goodwill
                                      based on the criteria in SFAS 141.


                                                                            F-11
<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

                                      SFAS 142 requires, among other things,
                                      that companies no longer amortize
                                      goodwill, but instead test goodwill for
                                      impairment at least annually. In addition,
                                      SFAS 142 requires that the Company
                                      identify reporting units for the purposes
                                      of assessing potential future impairments
                                      of goodwill, reassess the useful lives of
                                      other existing recognized intangible
                                      assets, and cease amortization of
                                      intangible assets with an indefinite
                                      useful life. An intangible asset with an
                                      indefinite useful life should be tested
                                      for impairment in accordance with the
                                      guidance in SFAS 142. SFAS 142 is required
                                      to be applied in fiscal years beginning
                                      after December 15, 2001 to all goodwill
                                      and other intangible assets recognized at
                                      that date, regardless of when those assets
                                      were initially recognized. SFAS 142
                                      requires the Company to complete a
                                      transitional goodwill impairment test six
                                      months from the date of adoption. The
                                      Company is also required to reassess the
                                      useful lives of other intangible assets
                                      within the first interim quarter after
                                      adoption of SFAS 142.

                                      The Company's previous business
                                      combinations were accounted for using the
                                      purchase method. As of June 28, 2002, the
                                      net carrying amount of goodwill for
                                      acquisitions prior to July 1, 2001 is
                                      $164,100 and other intangible assets are
                                      $600. Amortization expense during the year
                                      ended June 28, 2002 was $15,500 related to
                                      those acquisitions. The acquisition of the
                                      Swan garden hose division of Mark IV
                                      Industries, Inc. was accounted for as a
                                      purchase. The acquisition resulted in
                                      customer lists and goodwill of $3,900 and
                                      $36,200, respectively. In accordance with
                                      SFAS 142, the Swan goodwill is not being
                                      amortized. Amortization of customer lists
                                      was approximately $600 for the year ended
                                      June 28, 2002. Currently, the Company is
                                      assessing but has not yet determined how
                                      the adoption of SFAS 141 and SFAS 142 will
                                      impact its financial position and results
                                      of operations.


                                                                            F-12
<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

                                      In August 2001, the FASB issued FASB
                                      Statement No. 144, Accounting for the
                                      Impairment of Disposal of Long-Lived
                                      Assets ("SFAS 144"). The new guidance
                                      resolves significant implementation issues
                                      related to FASB Statement No. 121,
                                      Accounting for the Impairment of
                                      Long-Lived Assets and for Long-Lived
                                      Assets to be Disposed Of ("SFAS 121").
                                      SFAS 144 supercedes SFAS 121, but it
                                      retains its fundamental provisions. It
                                      also amends Accounting Research Bulletin
                                      No. 51, Consolidated Financial Statements,
                                      to eliminate the exception to consolidate
                                      a subsidiary for which control is likely
                                      to be temporary. SFAS 144 retains the
                                      requirement of SFAS 121 to recognize an
                                      impairment loss only if the carrying
                                      amount of a long-lived asset within the
                                      scope of SFAS 144 is not recoverable from
                                      its undiscounted cash flows and exceeds
                                      its fair value.

                                      SFAS 144 is effective for fiscal years
                                      beginning after December 15, 2001, and
                                      interim periods within those fiscal years,
                                      with early application encouraged. The
                                      provisions of SFAS 144 generally are to be
                                      applied prospectively. The Company is
                                      currently assessing the impact SFAS 144
                                      will have on its financial position and
                                      results of operations.

                                      In July 2002, the FASB issued SFAS No.
                                      146, Accounting for Restructuring Costs.
                                      SFAS 146 applies to costs associated with
                                      an exit activity (including restructuring)
                                      or with a disposal of long-lived assets.
                                      Those activities can include eliminating
                                      or reducing product lines, terminating
                                      employees and contracts and relocating
                                      plant facilities or personnel. Under SFAS
                                      146, a company will record a liability for
                                      a cost associated with an exit or disposal
                                      activity when that liability is incurred
                                      and can be measured at fair value.

                                                                            F-13
<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

                                      SFAS 146 will require a company to
                                      disclose information about its exit and
                                      disposal activities, the related costs,
                                      and changes in those costs in the notes to
                                      the interim and annual financial
                                      statements that include the period in
                                      which an exit activity is initiated and in
                                      any subsequent period until the activity
                                      is completed. SFAS 146 is effective
                                      prospectively for exit or disposal
                                      activities initiated after December 31,
                                      2002, with earlier adoption encouraged.
                                      Under SFAS 146, a company cannot restate
                                      its previously issued financial statements
                                      and the new Statement grandfathers the
                                      accounting for liabilities that a company
                                      had previously recorded under Emerging
                                      Issues Task Force Issue 94-3.


  2.   RECAPITALIZATION               In June 2000, the Company entered into a
                                      Recapitalization (the "Recapitalization")
                                      with certain of its stockholders, whereby
                                      the Company purchased approximately 51% of
                                      the outstanding stock for approximately
                                      $220,500 including related transaction
                                      fees. This stock has been reflected as
                                      treasury stock in the accompanying balance
                                      sheet.

                                      As a result of provisions in the Company's
                                      Senior Debt and Subordinated Note
                                      Agreements, the Company redeemed it's
                                      $200,000 9-1/4% Senior Subordinated Notes,
                                      its $75,000 11-1/4% Senior Subordinated
                                      Notes and repaid its Senior Debt in the
                                      amount of approximately $153,000. These
                                      transactions resulted in an extraordinary
                                      loss on the extinguishment of debt of
                                      approximately $35,374. The extraordinary
                                      loss is comprised of prepayment penalties
                                      and other interest costs of $39,303, the
                                      write-off of deferred financing costs of
                                      $16,696 and other fees of $1,325, net of a
                                      tax benefit of $21,950.

                                      These transactions were funded by $43,101
                                      of new equity, $275,000 12-3/4% Senior
                                      Subordinated Notes (see Note 7(b)) and
                                      initial borrowings of $374,000 on a
                                      $444,000 Senior Credit Facility (see Note
                                      7(a)).


                                                                            F-14
<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

  3.   ACQUISITIONS                   In October 2001, the Company purchased
                                      certain assets and assumed certain
                                      liabilities of Swan for approximately
                                      $63,600. The acquisition was recorded
                                      under the purchase method, whereby Swan's
                                      net assets were recorded at estimated fair
                                      value and its operations have been
                                      reflected in the statement of operations
                                      since that date.  The allocation of the
                                      purchase price was follows:

<TABLE>
<S>                                                                             <C>
                                     Assets:
                                     Accounts receivable                        $  7,184
                                     Inventory                                    15,600
                                     Deferred taxes                                4,350
                                     Fixed Assets                                 17,568
                                     Customer lists                                3,900
                                     Goodwill                                     36,228
                                                                                  ------
                                     Total Assets                                 84,830

                                     Liabilities:
                                     Accounts payable and accrued expenses        11,230
                                     Integration reserve                          10,000
                                                                                  ------
                                     Net Investment                              $63,600
                                                                                 =======
</TABLE>

                                      The components of the Integration reserve
                                      and activity through June 28, 2002 is as
                                      follows:

<TABLE>
<CAPTION>
                                                                                                Cost charged to      Balance
                                                                                 October 2001       reserve       June 28, 2002
                                                                                 ------------       -------       -------------
<S>                                                                              <C>            <C>               <C>
                                     Cost to close duplicate facilities           $  3,500          $1,340           $2,160
                                     Reduction in personnel and related costs        2,100             718            1,382
                                     Legal and environmental                         1,275              40            1,245
                                     Manufacturing reconfiguration                   1,455             175            1,275
                                     Other                                           1,670             972              698
                                                                                     -----             ---              ---
                                                                                   $10,000          $3,245           $6,755
                                                                                   =======          ======           ======
</TABLE>


                                                                            F-15
<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

                                      The remaining personnel related costs will
                                      be paid over the next four-six months,
                                      lease payments on duplicate warehouse
                                      facilities will extend over the next two
                                      years and the manufacturing
                                      reconfiguration is expected to be
                                      completed during the next year.

                                      The following table represents the
                                      unaudited proforma results of operations
                                      as though the acquisition of Swan occurred
                                      on July 1, 2000. Since Swan was purchased
                                      subsequent to July 1, 2001, no
                                      amortization of goodwill has been
                                      reflected for the years ended June 28,
                                      2002 or June 29, 2001 in accordance with
                                      SFAS 142.

<TABLE>
<CAPTION>
                                                                  Year ended June   Year ended June
                                                                     28, 2002           29, 2001
                                                                     --------           --------
<S>                                                               <C>               <C>
                                     Net sales                       $589,045           $602,593
                                     Income from operations            75,863             73,305
                                     Loss before income taxes          (2,895)           (17,760)
                                                                       ======            =======
</TABLE>

                                      In November 2000, the Company purchased
                                      certain assets of Super Plastics Division
                                      ("Super Plastics") of RCR International,
                                      Inc., for approximately $10,200. The
                                      acquisition was recorded under the
                                      purchase method, whereby Super Plastics'
                                      net assets were recorded at estimated fair
                                      value and its operations have been
                                      reflected in the statement of operations
                                      since that date. As a result of the
                                      acquisition, goodwill of approximately
                                      $5,500 has been recorded, which is being
                                      amortized over 15 years. In connection
                                      with the acquisition, the Company
                                      established a reserve of $2,600. The
                                      reserve was comprised of the costs to
                                      close a duplicate facility and terminate
                                      employees. There was no balance remaining
                                      in this reserve at June 29, 2001.


  4.  INVENTORIES                     Inventories are summarized as follows:

<TABLE>
<CAPTION>
                                                                JUNE 28, 2002      June 29, 2001
                                                                -------------      -------------
<S>                                                             <C>                <C>
                                   Raw materials                 $  37,727         $  33,971
                                   Work-in-process                   8,621             7,812
                                   Finished goods                   71,284            64,475
                                                                    ------            ------
                                                                  $117,632          $106,258
                                                                  ========          ========
</TABLE>


                                                                            F-16
<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

  5.   PROPERTY, PLANT AND            Property, plant and equipment consists of
       EQUIPMENT                      the following:


<TABLE>
<CAPTION>
                                                                                                             Estimated
                                                                        JUNE 28, 2002     June 29, 2001     useful lives
                                                                        -------------     -------------     ------------
<S>                                                                     <C>               <C>               <C>
                                     Land                                 $  21,256         $  15,390
                                     Building and improvements               47,383            34,886        30-40 years
                                     Machinery and equipment                163,909           139,591       5 - 10 years
                                     Furniture and fixtures                   7,125             6,176       5 - 10 years
                                     Construction in progress                 8,663            10,115
                                                                           --------          --------
                                                                            248,336           206,158
                                     Less: Accumulated depreciation          90,218            69,150
                                                                           --------          --------
                                                                           $158,118          $137,008
                                                                           ========          ========
</TABLE>


                                                                            F-17
<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

  6.   INTANGIBLE ASSETS             Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                                                         JUNE 28, 2002     June 29, 2001
                                                                         -------------     -------------
<S>                                                                      <C>               <C>
                                    Goodwill                                $ 278,006         $ 241,311
                                    Customer lists                              3,900                 -
                                    Patents                                       745               576
                                                                            ---------         ---------
                                                                              282,651           241,887
                                    Less: Accumulated amortization             78,399            62,271
                                                                            ---------         ---------
                                                                             $204,252          $179,616
                                                                             ========          ========
</TABLE>

  7.   LONG-TERM DEBT                Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                                    JUNE 28, 2002      June 29, 2001
                                                                                    -------------      -------------
<S>                                                                                 <C>                <C>
                                    Senior Debt (a):
                                       Revolving line of credit                       $  46,000          $  65,000
                                       Term notes                                       329,120            336,560
                                    Senior Subordinated Notes issued June 21,
                                       2000 at 12-3/4%, due June 15, 2010 (less
                                       unamortized discount of
                                       $3,015 and $3,391) (b).                          271,985            271,609
                                    Senior Subordinated Notes issued May 2002
                                       at 12-3/4%, due June 15, 2010 (less
                                       unamortized premium of $588)
                                       (b).                                              40,588                  -
                                    Other, primarily foreign term loans,
                                       with interest rates ranging from
                                       4.44% to 5.44% and maturities from
                                       2003 to 2010.                                      5,128              4,981
                                                                                      ---------          ---------
                                                                                        692,821            678,150
                                    Less: Current maturities                             13,407              8,072
                                                                                      ---------          ---------
                                                                                      $ 679,414          $ 670,078
                                                                                      =========          =========
</TABLE>


                                                                            F-18
<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

                                 a) Senior Debt

                                    The Company has a Senior Debt agreement,
                                    which includes a $100,000 revolving credit
                                    agreement, and two term loans in the
                                    original aggregate amount of $344,000. The
                                    proceeds of the credit agreement were used
                                    as part of the Recapitalization (Note 2).
                                    These loans are senior to all other
                                    indebtedness and are collateralized by
                                    substantially all the assets of the Company.
                                    The debt agreement includes various
                                    covenants including compliance with
                                    customary financial ratios. The Company is
                                    in compliance with all such financial
                                    covenants.

                                    Revolving Credit Agreement

                                    Borrowings under the agreement may be used
                                    for general corporate purposes with $54,000
                                    of additional borrowings available at June
                                    28, 2002. Interest, at the Company's option,
                                    is charged at the Prime Rate, plus the
                                    Applicable Base Rate Margin (initially 2%)
                                    or the Adjusted LIBOR Rate, as defined, plus
                                    the Applicable Euro-Dollar Margin (initially
                                    3%). The Applicable Base Rate Margin and
                                    Applicable Euro-Dollar Margin can be reduced
                                    by up to 1.25 % based on the maintenance of
                                    certain leverage ratios. At June 28, 2002
                                    the balance of $46,000 outstanding was
                                    borrowed at 4.875% At June 29, 2001, the
                                    rates charged were at various rates ranging
                                    from 6.754% to 8.75%. The Revolving Credit
                                    Agreement expires in June 2006.

                                    Term Loan A

                                    Borrowings under this loan, in the original
                                    amount of $100,000, were used in connection
                                    with the Recapitalization. Interest is
                                    payable quarterly at the same rates and
                                    margins discussed above under the Revolving
                                    Credit Agreement, 5.0% and 7.5% at June 28,
                                    2002 and June 29, 2001, respectively.
                                    Principal is currently payable in quarterly
                                    installments of $1,250. The quarterly
                                    installments subsequently increase with
                                    payments totaling $70,000 due in the final
                                    two years in the period ending in June 2006.


                                                                            F-19
<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

                                    Term Loan B

                                    Borrowings under this loan in the original
                                    amount of $244,000 were used in connection
                                    with the Recapitalization. Interest is
                                    payable quarterly at the same rate discussed
                                    above, except the Applicable Base Rate
                                    Margin is initially 2.5% and the Applicable
                                    Euro-Dollar Margin is initially 3.5%. Rates
                                    of 5.5% and 7.25% were charged at June 28,
                                    2002 and June 29, 2001, respectively. In
                                    addition, the Applicable Base Rate and
                                    Applicable Euro-Dollar Margin can be reduced
                                    by .5% based on the maintenance of certain
                                    leverage ratios. Principal is currently
                                    payable in quarterly installments of $610.
                                    The quarterly installments subsequently
                                    increase with payments totaling $229,000 due
                                    in the final two years in the period ending
                                    in June 2008.

                                 b) Senior Subordinated Notes Issued June 2000
                                    and May 2002

                                    In June 2000, the Company issued $275,000 of
                                    12-3/4% ten year Senior Subordinated Notes
                                    less a discount of $3,768, the proceeds of
                                    which were used in connection with the
                                    Recapitalization. The discount is being
                                    amortized over the term of the notes on the
                                    interest method. Interest is payable
                                    semi-annually and the notes are unsecured
                                    obligations and rank subordinate to existing
                                    and future senior debt, including current
                                    term loans and revolving credit facilities.
                                    The notes are callable by the Company after
                                    June 15, 2005 at a premium of 6.375%, which
                                    decreases to par after June 2008. In
                                    addition, prior to June 15, 2003, the
                                    Company may call up to 35% of the principal
                                    amount of the notes outstanding with
                                    proceeds from one or more public offerings
                                    of the Company's Capital Stock at a premium
                                    of 12.75%. Upon a change in control, the
                                    Company is required to make an offer to
                                    repurchase the notes at 101% of the
                                    principal amount. These notes also contain
                                    various covenants including a limitation on
                                    future indebtedness; limitation of payments,
                                    including prohibiting the payment of
                                    dividends; and limitations on mergers,
                                    consolidations and the sale of assets.


                                                                            F-20
<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

                                    On May 6, 2002, the Company issued an
                                    additional $40,000 of 12-3/4% Senior
                                    Subordinated Notes plus a premium of $600,
                                    the proceeds of which were used to repay
                                    borrowings under the revolving credit
                                    facility. The premium is being amortized
                                    over the term of the notes on the interest
                                    method. These notes have the same terms and
                                    maturity as the June 2000 notes discussed
                                    above.

                                    Principal payments on long-term debt over
                                    the next five years and thereafter are as
                                    follows:

<TABLE>
<S>                                                                     <C>
                                  2003                                  $  13,407
                                  2004                                     12,915
                                  2005                                     37,915
                                  2006                                     83,915
                                  2007                                    114,975
                                  Thereafter                              432,121
                                  ===============================================
</TABLE>

                                    The Company believes the recorded value of
                                    long-term debt approximates fair value based
                                    on current rates available to the Company
                                    for similar debt.


                                                                            F-21
<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

  8.   INCOME TAXES                 The provision for income taxes, excluding
                                    the income tax benefit associated with the
                                    extraordinary item in 2000, is summarized as
                                    follows:

<TABLE>
<CAPTION>
                                                                      JUNE 28,       June 29,       June 30,
                                  Years ended                           2002           2001           2000
                                                                      --------       --------       --------
<S>                                                                   <C>            <C>            <C>
                                  Current:
                                     Federal                          $    259       $     --       $  7,763
                                     Foreign                             2,180          3,984          3,554
                                     State and local                     2,004            114          1,016
                                                                      --------       --------       --------
                                                                         4,443          4,098         12,333
                                                                      --------       --------       --------
                                  Deferred:
                                     Federal                               474         (9,945)         1,756
                                     Foreign                               676           (370)           217
                                     State and local                        84           (852)           130
                                                                      --------       --------       --------
                                                                         1,234        (11,167)         2,103
                                                                      --------       --------       --------
                                  Provision (benefit) for income
                                    taxes                             $  5,677       $ (7,069)      $ 14,436
                                                                      ========       ========       ========
</TABLE>

                                    The components of income (loss) before
                                    income taxes are as follows:

<TABLE>
<CAPTION>
                                                    JUNE 28,      June 29,         June 30,
                                  Years ended         2002          2001             2000
                                                    -------       --------         -------
<S>                                                 <C>           <C>              <C>
                                  Domestic          $(6,739)      $(38,116)        $20,150
                                  Foreign             5,829         12,053           8,692
                                                    -------       --------         -------
                                                    $  (910)      $(26,063)        $28,842
                                                    =======       ========         =======
</TABLE>


                                                                            F-22
<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

                                    The provision (benefit) for income taxes
                                    differs from the amounts computed by
                                    applying the applicable Federal statutory
                                    rates due to the following:

<TABLE>
<CAPTION>
                                                                          JUNE 28,       June 29,      June 30,
                                  Years ended                               2002           2001         2000
                                                                          -------        -------      --------
<S>                                                                       <C>            <C>          <C>
                                  Provision (benefit) for Federal
                                     income taxes at statutory rate       $  (309)       $(8,861)     $  9,806
                                  State and local income taxes, net
                                     of Federal benefit                     1,427           (677)          756
                                  Non-deductible goodwill
                                     amortization                           3,647          2,785         2,310
                                  Foreign tax rates in excess of
                                     Federal tax rate                         874           (470)          785
                                  Other, net                                   38            154           779
                                                                          -------        -------      --------
                                  Provision (benefit) for income
                                     taxes                                $ 5,677        $(7,069)     $ 14,436
                                                                          =======        =======      ========
</TABLE>

                                    Significant components of the Company's
                                    deferred tax assets and liabilities are as
                                    follows:

<TABLE>
<CAPTION>
                                                                                       JUNE 28,       June 29,
                                                                                        2002           2001
                                                                                      --------       --------
<S>                                                                                   <C>            <C>
                                  Current deferred taxes:
                                     Allowance for doubtful accounts                  $  1,309       $    582
                                     Inventory                                           1,928          1,190
                                     Net operating loss carryforwards                    1,402          3,201
                                     Accrued expenses                                    2,833            180
                                                                                      --------       --------
                                         Total current deferred tax assets            $  7,472       $  5,153
                                                                                      ========       ========
                                  Long-term deferred taxes:
                                     Net operating loss carryforwards                 $ 29,836       $ 39,593
                                     Accrued pension and post-retirement                 1,365          1,457
                                     Unrealized loss on derivative contracts             8,254          5,360
                                     Unrealized loss of pension plan                     1,890             --
                                     Difference in book vs. tax basis of assets         (1,500)        (3,028)
                                     Accelerated tax vs. book depreciation             (18,419)       (19,292)
                                     Other expenses                                        652            620
                                                                                      --------       --------
                                         Total long-term net deferred tax assets        22,078         24,710
                                  Valuation allowance                                   (5,800)        (5,700)
                                                                                      --------       --------
                                  Total long-term net deferred tax assets             $ 16,278       $ 19,010
                                                                                      ========       ========
</TABLE>


                                                                            F-23
<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

                                    Net Operating Losses

                                    The Company and its U.S. subsidiaries file a
                                    consolidated tax return. The Company and its
                                    U.S. subsidiaries have net operating loss
                                    ("NOL") carryforwards of approximately
                                    $81,369. These NOL's expire at various dates
                                    from 2009 through 2021. Approximately
                                    $80,000 of the NOL's are as a result of the
                                    acquisition of PureTec in 1997 (the "PureTec
                                    NOL's"). The PureTec NOL's are subject to
                                    IRC Section 382 change of ownership annual
                                    limitation of approximately $5,900.

                                    The Company and its U.S. subsidiaries would
                                    need to realize taxable income of not less
                                    than $15,000 through to 2009, and not less
                                    than $80,000 through 2013 in order to fully
                                    realize the benefit of the NOL
                                    carryforwards. The net long-term domestic
                                    deferred tax assets have been subjected to a
                                    valuation allowance of $5,000 since
                                    management believes it is more likely than
                                    not that a portion of the NOL balance will
                                    not be realized as a result of the various
                                    limitations on their usage, discussed above.

                                    In addition to the domestic NOL balances,
                                    the Company has incurred losses relating to
                                    a subsidiary, taxable in Northern Ireland.
                                    Through fiscal 2002 losses aggregated $2,500
                                    which have no expiration date. The Company
                                    believes that it is more likely than not
                                    that this deferred tax asset will not be
                                    realized and has recorded a full valuation
                                    allowance on these amounts.


  9.   EMPLOYEE BENEFIT                   (a)   Savings Plans
       PLANS
                                          i.  The Company maintains a
                                              discretionary 401(k) plan
                                              covering all eligible employees
                                              with at least one year of service
                                              Contributions to the plan were
                                              determined annually by the Board
                                              of Directors.

                                                                            F-24
<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

                                              The Company will determine
                                              matching contributions to the
                                              plan each year not to exceed 2%
                                              of the employee's eligible
                                              compensation. Contributions for
                                              the fiscal years ended June 28,
                                              2002, June 29, 2001 and June 30,
                                              2000 amounted to approximately
                                              $1,130, $863 and $996,
                                              respectively.

                                    (b)   Pension Plans

                                          i.  The Company's Burlington
                                              subsidiary has a non-contributory
                                              defined benefit pension plan that
                                              covers substantially all hourly
                                              compensated employees covered by
                                              a collective bargaining agreement,
                                              who have completed one year of
                                              service. The funding policy of the
                                              Company is to make contributions
                                              to this plan based on actuarial
                                              computations of the minimum
                                              required contribution for the plan
                                              year.

                                          The components of net periodic pension
                                          costs are as follows:

<TABLE>
<CAPTION>
                                                                       YEAR ENDED      Year ended      Year ended
                                                                      JUNE 28, 2002   June 29, 2001   June 30, 2000
                                                                      -------------   -------------   -------------
<S>                                                                   <C>             <C>             <C>
                                  Service cost                          $   105         $   105         $   117
                                  Interest cost on projected
                                     benefit obligation                     400             393             390
                                  Expected actual return on plan
                                     assets                                (494)           (494)           (492)
                                                                        -------         -------         -------
                                  Net pension cost                      $    11         $     4         $    15
                                                                        =======         =======         =======
                                  CHANGE IN PROJECTED BENEFIT
                                     OBLIGATION
                                  Projected benefit obligation,
                                     beginning of period                $ 5,600         $ 5,334
                                  Service cost                              105             105
                                  Interest cost                             400             393
                                  Plan amendments                           111              --
                                  Actuarial loss                            145              38
                                  Benefits paid                            (327)           (270)
                                                                        -------         -------
                                  Projected benefit obligation,
                                     end of period                      $ 6,034         $ 5,600
                                                                        =======         =======
                                  CHANGE IN PLAN ASSETS
                                  Plan assets at fair value,
                                     beginning of period                $ 5,440         $ 5,550
                                  Actual return on plan assets             (179)              3
                                  Company contributions                     233             157
</TABLE>


                                                                            F-25
<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

<TABLE>
<CAPTION>
                                                                       YEAR ENDED      Year ended
                                                                      JUNE 28, 2002   June 29, 2001
                                                                      -------------   -------------
<S>                                                                   <C>             <C>
                                  Benefits paid                            (327)           (270)
                                                                        -------         -------
                                  Plan assets at fair value, end
                                     of period                          $ 5,167         $ 5,440
                                                                        =======         =======
</TABLE>


                                                                            F-26



<PAGE>
                                                                TEKNI-PLEX, INC.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
================================================================================

                                    The funded status of the Plan and amounts
                                    recorded in the Company's balance sheets are
                                    as follows:

<TABLE>
<CAPTION>
                                                                     JUNE 28,    June 29,
                                                                      2002        2001
                                                                     -------      -----
<S>                                                                  <C>         <C>
                                 Funded status of the plan           $  (867)     $(160)
                                 Unrecognized prior service cost         111          -
                                 Unrecognized net loss                 1,494        676
                                                                     -------      -----
                                 Prepaid pension cost                $   738      $ 516
                                                                     =======      =====
</TABLE>

                                    The expected long-term rate of return on
                                    plan assets was 9% for the periods presented
                                    and the discount rate was 7.0% and 7-1/2% at
                                    June 28, 2002 and June 29, 2001.

                                    During 2002, the Company recorded an
                                    unrecognized pension liability of $1,494 as
                                    an accumulated other comprehensive loss
                                    adjustment to stockholders' equity. This
                                    amount represents a portion of the
                                    unrecognized net actuarial loss for the year
                                    ending June 28, 2002 as a result of
                                    investment return less than the actuarial
                                    assumption.

                        ii.         The Company maintains a non-contributory
                                    defined benefit pension plan that covers
                                    substantially all non-collective bargaining
                                    unit employees of PST and Burlington, who
                                    have completed one year of service and are
                                    not participants in any other pension plan.
                                    The funding policy of the Company is to make
                                    contributions to the plan based on actuarial
                                    computations of the minimum required
                                    contribution for the plan year. On September
                                    8, 1998, the Company approved a plan to
                                    freeze this defined benefit pension plan
                                    effective September 30, 1998.



                                                                            F-27
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                             YEAR ENDED        Year ended        Year ended
                            JUNE 28, 2002     June 29, 2001     June 30, 2000
                            -------------     -------------     -------------
<S>                         <C>               <C>               <C>
Service cost                 $       --        $       --        $       --
Interest cost on
  projected benefit
  obligation                        787               750               704
Expected actual return
  on plan assets                   (931)             (978)             (986)
                             ----------        ----------        ----------
Net pension cost             $     (144)       $     (228)       $     (282)
                             ==========        ==========        ==========
</TABLE>


<TABLE>
<CAPTION>
                                    YEAR ENDED        Year ended
                                   JUNE 28, 2002     June 29, 2001
                                   -------------     -------------
<S>                                <C>               <C>
CHANGE IN PROJECTED
  BENEFIT OBLIGATION
Projected benefit obligation,
  beginning of period               $    10,501       $     9,978
Interest cost                               762               750
Actuarial loss                              525               204
Benefits paid                              (514)             (431)
                                     ----------        ----------
Projected benefit obligation,
  end of period                     $    11,274       $    10,501
                                     ==========        ==========
CHANGE IN PLAN ASSETS
Plan assets at fair value,
  beginning of period               $    10,545       $    11,055
Actual return on plan assets               (492)              (79)
Benefits paid                              (514)             (431)
                                     ----------        ----------
Plan assets at fair value,
  end of period                     $     9,539       $    10,545
                                     ==========        ==========
</TABLE>



                                                                            F-28
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

                              The funded status of the Plan and amounts recorded
                              in the Company's balance sheets are as follows:

<TABLE>
<CAPTION>
                                                        JUNE 28,       June 29,
                                                          2002          2001
                                                        --------      --------
<S>                                                     <C>           <C>
                        Funded status of the plan       $ (1,735)     $     44
                        Unrecognized net loss              3,480         1,557
                                                        --------      --------
                        Prepaid pension cost            $  1,745      $  1,601
                                                        ========      ========
</TABLE>

                              The expected long-term rate of return on plan
                              assets was 9% for the periods presented and the
                              discount rate was 7.0% and 7-1/2% at June 28, 2002
                              and June 29,2001.

                              During 2002, the Company recorded an unrecognized
                              pension liability of $3,480 as an accumulated
                              other comprehensive loss adjustment to
                              stockholders' equity. This amount represents a
                              portion of the unrecognized net actuarial loss for
                              the year ending June 28, 2002 as a result of
                              investment return less than the actuarial
                              assumption.

                        iii.  The Company also has a defined benefit pension
                              plan for the benefit of all employees having
                              completed one year of service with Dolco. The
                              Company's policy is to fund the minimum amounts
                              required by applicable regulations. Dolco's Board
                              of Directors approved a plan to freeze the pension
                              plan on June 30, 1987, at which time benefits
                              ceased to accrue. The Company has not been
                              required to contribute to the plan since 1990.


                                                                            F-29
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

                        (c)   Post-retirement Benefits

                              In addition to providing pension benefits, the
                              Company also sponsors the Burlington Retiree
                              Welfare Plan, which provides certain healthcare
                              benefits for retired employees of the Burlington
                              division who were employed on an hourly basis,
                              covered under a collective bargaining agreement
                              and retired prior to July 31, 1997. Those
                              employees and their families became eligible for
                              these benefits after the employee completed five
                              years of service, if retiring at age fifty-five,
                              or at age sixty-five, the normal retirement age.
                              Post retirement healthcare benefits paid for the
                              years ended June 28, 2002, June 29, 2001 and June
                              30, 2000 amounted to $177, $182 and $130,
                              respectively.




                                                                            F-30
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

                              Net periodic post-retirement benefit costs are as
                              follows:

<TABLE>
<CAPTION>
                              YEAR ENDED        Year ended        Year ended
                               JUNE 28,          June 29,          June 30,
                                 2002              2001              2000
                              ----------        ----------        ----------
<S>                           <C>               <C>               <C>
Service cost                  $       55        $       45        $       45
Interest cost                        206               179               155
Transition obligation                 34                 4                --
                              ----------        ----------        ----------
  Net post-retirement
    benefit cost              $      295        $      228        $      200
                              ==========        ==========        ==========

CHANGE IN PROJECTED
  BENEFIT OBLIGATION

Projected benefit
  obligation, beginning
  of period                   $    2,847        $    2,457
Service cost                          55                45
Interest cost                        206               179
Actuarial loss                       690               348
Benefits paid                       (177)             (182)
                              ----------        ----------
Projected benefit
  obligation, end of
  period                      $    3,621        $    2,847
                              ==========        ==========
CHANGE IN PLAN ASSETS
Plan assets at fair
  value, beginning of
  period                      $       --        $       --
Company contributions                177               182
Benefits paid                       (177)             (182)
                              ----------        ----------
Plan assets at fair
  value, end of period        $       --        $       --
                              ==========        ==========
</TABLE>

                                                                            F-31
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

                              The funded status of the Plan and amounts recorded
                              in the Company's balance sheets are as follows:

<TABLE>
<CAPTION>
                                   YEAR ENDED        Year ended
                                    JUNE 28,          June 29,
                                      2002              2001
                                   ----------        ----------
<S>                                <C>               <C>
Funded status of the plan          $   (3,621)       $   (2,847)
Unrecognized loss                       1,286               630
                                   ----------        ----------
Accrued post retirement cost       $   (2,335)       $   (2,217)
                                   ==========        ==========
</TABLE>

                              The accumulated post-retirement benefit obligation
                              was deter-mined using a 7.0% and 7-1/2% discount
                              rate for the periods presented. The healthcare
                              cost trend rate for medical benefits was assumed
                              to be 6%. The healthcare cost trend rate
                              assumption has a significant effect on the amounts
                              reported. A 1% increase in healthcare trend rate
                              would increase the accumulated post-retirement
                              benefit obligation by $282 and $295 and increase
                              the service and interest components by $24 and $27
                              at June 28, 2002 and June 29, 2001, respectively.

10.   RELATED PARTY     The Company had a management consulting agreement with
      TRANSACTIONS      an affiliate of a stockholder. The terms of the
                        agreement required the Company to pay a fee of
                        approximately $30 per month for a period of ten years,
                        with certain renewal provisions. Consulting service fees
                        were approximately $400 for the year ending July 2,
                        1999. In June 2000 the Company agreed to terminate the
                        management consulting agreement at a cost of $3,651
                        which has been included in other income/expense.



                                                                            F-32
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

11.   STOCK OPTIONS     In January 1998, the Company adopted an incentive stock
                        plan (the "Stock Incentive Plan"). Under the Stock
                        Incentive Plan, 45.75206 shares are available for awards
                        to employees of the Company. Options will be granted at
                        fair market value on the date of grant. During 2001,
                        2000, 1999 and 1998, options were granted to purchase
                        4.02, 1.27, 7.52 and 30.65 shares of common stock at
                        weighted-average exercise prices of $559, $508, $270 and
                        $154 per share, respectively. The options are subject to
                        vesting provisions, as determined by the Board of
                        Directors, and generally vest 100% five years from grant
                        date and expire 10 years from date of grant. In
                        connection with the Recapitalization 25.16363 of the
                        1998 options were cancelled.

                        At June 28, 2002, no options were exercisable and no
                        options have been exercised or forfeited as of June 28,
                        2002.

                        The Company applies APB Opinion 25 and related
                        interpretations in accounting for these options.
                        Accordingly, no compensation cost has been recognized.
                        Had compensation cost been determined based on the fair
                        value at the grant dates for these awards consistent
                        with the method of SFAS Statement 123, the Company's
                        income (loss) before extraordinary items would have been
                        reduced (increased) to the pro forma amounts indicated
                        below. The calculations were based on a risk free
                        interest rate of 4.0% and 5.7% for the 2001 and 2000
                        options, respectively, expected volatility of zero, a
                        dividend yield of zero and expected lives of 8 years.

<TABLE>
<CAPTION>
Years ended               JUNE 28, 2002     June 29, 2001     June 30, 2000
---------------------     -------------     -------------     -------------
<S>                       <C>               <C>               <C>
Income (loss) before
  extraordinary item:
    As reported              $   (6,587)       $  (18,994)       $   14,406
                             ==========        ==========        ==========
    Pro forma                $   (6,725)       $  (19,093)       $   14,343
                             ==========        ==========        ==========
</TABLE>


                                                                            F-33
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

12.   COMMITMENTS AND   Commitments
      CONTINGENCIES
                        (a)   The Company leases building space and certain
                              equipment in approximately 20 locations throughout
                              the United States, Canada and Europe. At June 28,
                              2002, the Company's future minimum lease payments
                              are as follows:

<TABLE>
<S>                                                                 <C>
                              2003                                  $  7,921
                              2004                                     5,698
                              2005                                     4,278
                              2006                                     4,132
                              2007                                     4,000
                              Thereafter                              14,703
                                                                    --------
                                                                    $ 40,732
                                                                    ========
</TABLE>

                              Rent expense, including escalation charges,
                              amounted to approximately $6,665, $5,308 and
                              $4,427 for the years ended June 28, 2002 and June
                              29, 2001 and June 30, 2000, respectively.

                        (b)   The Company has employment contracts with two
                              employees, providing minimum salaries of $7,500
                              with no mandatory bonuses. The salaries will
                              increase 10% annually until the agreements expire
                              on July 1, 2005. Salaries and bonuses for the
                              years ended June 28, 2002, June 29, 2001 and June
                              30, 2000 amounted to $8,250, $7,500 and $8,733.

                        Contingencies

                        (a)   The Company is a party to various other legal
                              proceedings arising in the normal conduct of
                              business. Management believes that the final
                              outcome of these proceedings will not have a
                              material adverse effect on the Company's financial
                              position, results of operations or cash flows.

13.   CONCENTRATIONS    Financial instruments that potentially subject the
      OF CREDIT RISKS   Company to significant concentrations of credit risk
                        consist principally of cash deposits and trade accounts
                        receivable.


                                                                            F-34
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

                        The Company provides credit to customers on an unsecured
                        basis after evaluating customer credit worthiness. Since
                        the Company sells to a broad range of customers,
                        concentrations of credit risk are limited. The Company
                        provides an allowance for bad debts where there is a
                        possibility for loss.

                        The Company maintains demand deposits at several major
                        banks throughout the United States Canada and Europe. As
                        part of its cash management process, the Company
                        periodically reviews the credit standing of these banks.

14.   SUPPLEMENTAL      (a)   Cash Paid
      CASH FLOW
      INFORMATION

<TABLE>
<CAPTION>
                                                JUNE 28,    June 29,    June 30,
                              Years ended         2002        2001        2000
                                                --------    --------    --------
<S>                                             <C>         <C>         <C>
                              Interest          $ 65,831    $ 74,568    $102,359
                                                ========    ========    ========
                              Income taxes      $  2,771    $  1,661    $  7,540
                                                ========    ========    ========
</TABLE>

                        (b)   Non-Cash Financing and Investing Activities

                              The Company purchased certain assets of Swan
                              effective October 2001, for approximately $63,600
                              in cash. In conjunction with the acquisition,
                              liabilities were assumed as follows:

<TABLE>
<S>                                                                   <C>
                              Fair value of assets acquired           $ 48,602
                              Goodwill                                  36,228
                              Purchase price                           (63,600)
                                                                      --------
                              Liabilities assumed                     $ 21,230
                                                                      ========
</TABLE>


                                                                            F-35
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

                              The Company purchased certain assets of RCR
                              International, Inc. effective November 2000, for
                              approximately $10,226 in cash. In conjunction with
                              the acquisition, liabilities were assumed as
                              follows:

<TABLE>
<S>                                                                   <C>
                              Fair value of assets acquired           $  7,314
                              Goodwill                                   5,558
                              Purchase price                           (10,226)
                                                                      --------
                              Liabilities assumed                     $  2,646
                                                                      ========
</TABLE>

15.   SEGMENT           Tekni-Plex has reorganized its business into two
      INFORMATION       industry segments: Industrial Packaging, Products, and
                        Materials and Consumer Packing and Products. The
                        Industrial Packaging, Products, and Materials segment
                        principally produces pharmaceutical packaging, medical
                        tubing and medical device materials, foamed polystyrene
                        packaging products for the poultry, meat and egg
                        industries and vinyl resins and compounds. The Consumer
                        Packaging and Products segment principally produces
                        precision tubing and gaskets, and garden and irrigation
                        hose products. Both segments have operations in the
                        United States, Europe and Canada.







                                                                            F-36
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

                        Financial information concerning the Company's business
                        segments and the geographic areas in which it operates
                        are as follows:

<TABLE>
<CAPTION>
                                          Industrial
                                          Packaging,     Consumer
                                           Products     Packaging
                                             and           and
Year end June 28, 2002                     Materials     Products       TOTALS
-------------------------------------     ----------    ----------    ----------
<S>                                       <C>           <C>           <C>
Revenues from external customers          $  317,664    $  260,085    $  577,749
Interest expense                              48,409        22,525        70,934
Depreciation and amortization                 25,421        13,395        38,816
Segment income from operations                45,593        49,108        94,701
Segment assets                               314,967       372,591       687,558
Expenditures for segment fixed assets         10,539         6,347        16,886
                                          ==========    ==========    ==========
</TABLE>

<TABLE>
<CAPTION>
                                          Industrial
                                          Packaging,     Consumer
                                           Products     Packaging
                                             and           and
Year end June 29, 2001                     Materials     Products       TOTALS
-------------------------------------     ----------    ----------    ----------
<S>                                       <C>           <C>           <C>
Revenues from external customers          $  323,799    $  202,038    $  525,837
Interest expense                              52,925        23,644        76,569
Depreciation and amortization                 23,891        13,501        37,392
Segment income from operations                40,706        36,914        77,620
Segment assets                               333,570       270,731       604,301
Expenditures for segment fixed assets          9,069         8,047        17,116
                                          ==========    ==========    ==========
</TABLE>

<TABLE>
<CAPTION>
                                          Industrial
                                          Packaging,     Consumer
                                           Products     Packaging
                                             and           and
Year end June 30, 2000                     Materials     Products       TOTALS
-------------------------------------     ----------    ----------    ----------
<S>                                       <C>           <C>           <C>
Revenues from external customers          $  328,881    $  195,936    $  524,817
Interest expense                              25,910        12,537        38,447
Depreciation and amortization                 22,222        12,316        34,538
Segment income from operations                49,205        35,491        84,696
Segment assets                               333,306       220,576       553,882
Expenditures for segment fixed assets         12,246         4,012        16,258
                                          ==========    ==========    ==========
</TABLE>


                                                                            F-37
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                 JUNE 28, 2002    June 29, 2001    June 30, 2000
                                 -------------    -------------    -------------
<S>                              <C>              <C>              <C>
PROFIT OR LOSS
Total operating profit for
  reportable segments before
  income taxes                   $     94,701     $     77,620     $     84,696
Corporate and eliminations            (16,853)         (12,618)         (12,702)
                                 ------------     ------------     ------------
                                 $     77,848     $     65,002     $     71,994
                                 ============     ============     ============
ASSETS

Total assets from reportable
  segments                       $    687,558     $    604,301     $    553,882
Other unallocated amounts              12,595           17,193           20,907
                                 ------------     ------------     ------------
     Consolidated total          $    700,153     $    621,494     $    574,789
                                 ============     ============     ============

DEPRECIATION AND AMORTIZATION
Segment totals                   $     38,816     $     37,392     $     34,538
Corporate                               1,047              278              210
                                 ------------     ------------     ------------
     Consolidated total          $     39,863     $     37,670     $     34,748
                                 ============     ============     ============

REVENUES

GEOGRAPHIC INFORMATION
United States                    $    516,873     $    466,804     $    477,489
Foreign                                60,876           59,033           47,328
                                 ------------     ------------     ------------
  Total                          $    577,749     $    525,837     $    524,817
                                 ============     ============     ============

LONG-LIVED ASSETS

GEOGRAPHIC INFORMATION

United States                    $    360,929     $    307,328     $    323,691
Foreign                                44,250           42,308           29,250
                                 ------------     ------------     ------------
  Total                          $    405,179     $    349,636     $    352,941
                                 ============     ============     ============
</TABLE>

                        Income from operations is total net sales less cost of
                        goods sold and operating expenses of each segment before
                        deductions for general corporate expenses not directly
                        related to an individual segment and interest.
                        Identifiable assets by industry are those assets that
                        are used in the Company's operation in each industry
                        segment, including assigned value of goodwill. Corporate
                        identifiable assets consist primarily of cash, prepaid
                        expenses, deferred income taxes and fixed assets.


                                                                            F-38
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

                        For the year ended June 28, 2002, no single customer
                        represented at least 10% of sales nor did any customer
                        represent at least 10% of accounts receivable at June
                        28, 2002.

                        No customer represented 10% or more of total sales
                        during the year ended June 29, 2001 and one customer
                        represented 10% of sales during the year ended June 30,
                        2000.

16.   SUPPLEMENTAL      Tekni-Plex, Inc. issued 12-3/4% Senior Subordinated
      CONDENSED         Notes in June 2000 and May 2002. These notes are
      CONSOLIDATING     guaranteed by all domestic subsidiaries of Tekni-Plex.
      FINANCIAL         The guarantor subsidiaries are 100% owned by the issuer.
      STATEMENTS        The guaranties are full and unconditional and joint and
                        several. There are no restrictions on the transfer of
                        funds from guarantor subsidiaries to the issuer. The
                        following condensed consolidating financial statements
                        present separate information for Tekni-Plex (the
                        "Issuer") and its domestic subsidiaries (the
                        "Guarantors") and the foreign subsidiaries (the
                        "Non-Guarantors").





                                                                            F-39
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

                        Condensed Consolidating Statement of Operations - For
                        the year ended June 28, 2002

<TABLE>
<CAPTION>
                                                                 Non-
                                  Issuer       Guarantors     Guarantors      TOTAL
                                ----------     ----------     ----------    ----------
<S>                             <C>            <C>            <C>           <C>
Sales, net                      $  160,252     $  356,621     $   60,876    $  577,749
Cost of sales                      116,130        270,380         43,947       430,457
                                ----------     ----------     ----------    ----------
Gross profit                        44,122         86,241         16,929       147,292
Selling, general and
  administrative                    39,610         23,464          6,370        69,444
                                ----------     ----------     ----------    ----------
Income from operations               4,512         62,777         10,559        77,848
Interest expense, net               70,881           (101)           154        70,934
Unrealized loss on
  derivative contract                7,830             --             --         7,830
Other expense (income)                (756)        (1,155)         1,905            (6)
                                ----------     ----------     ----------    ----------
Income (loss) before
  provision for income taxes       (73,443)        64,033          8,500          (910)
Provision (benefit) for
  income taxes                     (25,979)        28,597          3,059         5,677
                                ----------     ----------     ----------    ----------
Net income (loss)               $  (47,464)    $   35,436     $    5,441    $   (6,587)
                                ==========     ==========     ==========    ==========
</TABLE>



                                                                            F-40
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

                        Condensed Consolidating Balance Sheet - at June 28, 2002

<TABLE>
<CAPTION>
                                                               Non-
                              Issuer         Guarantors     Guarantors     Eliminations       TOTAL
                            ----------      ----------      ----------     ------------     ----------
<S>                         <C>             <C>             <C>            <C>              <C>
CURRENT ASSETS              $   44,828      $  209,798      $   51,458      $       --      $  306,084
Property, plant and
  equipment, net                41,704          95,366          21,048              --         158,118
Intangible assets                7,907         184,093          12,252              --         204,252
Investment in
  subsidiaries                 498,518              --              --        (498,518)             --
Deferred financing
  costs, net                    14,134              --             209              --          14,343
Deferred taxes                  20,177              --          (3,899)             --          16,278
Other long-term assets          74,008         236,444          12,094        (321,468)          1,078
                            ----------      ----------      ----------     ------------     ----------
    TOTAL ASSETS            $  701,276      $  725,701      $   93,162      $ (819,986)     $  700,153
                            ==========      ==========      ==========     ============     ==========
CURRENT LIABILITIES
                            $   29,889      $   38,715      $   20,561      $       --      $   89,165
Long-term debt                 675,253              --           4,161              --         679,414
Other long-term
  liabilities                   79,193         230,166          34,794        (321,468)         22,685
                            ----------      ----------      ----------     ------------     ----------
    TOTAL LIABILITIES          784,335         268,881          59,516        (321,468)        791,264
                            ----------      ----------      ----------     ------------     ----------
Additional paid-in
  capital                      170,156         296,784          15,656        (312,420)        170,176
Retained earnings
  (accumulated deficit)        (32,692)        163,121          21,710        (186,098)        (33,959)
Accumulated other
  comprehensive loss                --          (3,085)         (3,720)             --          (6,805)
Treasury stock                (220,523)             --              --              --        (220,523)
                            ----------      ----------      ----------     ------------     ----------
    TOTAL STOCKHOLDERS'
      DEFICIT                  (83,059)        456,820          33,646        (498,518)        (91,111)
                            ----------      ----------      ----------     ------------     ----------
    TOTAL LIABILITIES
      AND STOCKHOLDERS'
      DEFICIT               $  701,276      $  725,701      $   93,162      $ (819,986)     $  700,153
                            ==========      ==========      ==========     ============     ==========
</TABLE>



                                                                            F-41
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

                        Condensed Consolidating Cash Flows - For the year ended
                        June 28, 2002

<TABLE>
<CAPTION>
                                                                       Non-
                                      Issuer        Guarantors      Guarantors        TOTAL
                                    ----------      ----------      ----------      ----------
<S>                                 <C>             <C>             <C>             <C>
Net cash provided by (used in)
  operating activities:             $  (31,450)     $   35,167      $    4,205      $    7,922
                                    ----------      ----------      ----------      ----------
Cash flows from investing
  activities:
    Acquisitions                            --         (63,624)             --         (63,624)
    Capital expenditures               (11,147)        (11,421)         (2,085)        (24,653)
    Additions to intangibles              (169)             --              --            (169)
                                    ----------      ----------      ----------      ----------
Net cash used in investing
  activities                           (11,316)        (75,045)         (2,085)        (88,446)
                                    ----------      ----------      ----------      ----------
Cash flows from financing
  activities:
  Net borrowings (repayment)
    under line of credit               (19,000)             --              --         (19,000)
  Proceeds from long-term debt          40,600              --             147          40,747
  Repayment of long-term debt           (7,440)             --              --          (7,440)
  Proceeds from capital
    contribution                        50,000              --              --          50,000
  Deferred financing costs                (154)             --              --            (154)
  Purchase of Treasury Stock               (61)             --              --             (61)
Change in intercompany accounts        (45,034)         45,217            (183)             --
                                    ----------      ----------      ----------      ----------
Net cash provided by financing
  activities                            18,911          45,217             (36)         64,092
                                    ----------      ----------      ----------      ----------
Effect of exchange rate changes
  on cash                                   --              --             (14)            (14)
                                    ----------      ----------      ----------      ----------
Net increase (decrease) in cash        (23,855)          5,339           2,070         (16,446)
Cash, beginning of period               32,890           5,321           6,434          44,645
                                    ----------      ----------      ----------      ----------
Cash, end of period                 $    9,035      $   10,660      $    8,504      $   28,199
                                    ==========      ==========      ==========      ==========
</TABLE>



                                                                            F-42
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

                        Condensed Consolidating Statement of Operations - For
                        the year ended June 29, 2001

<TABLE>
<CAPTION>
                                                               Non-
                                Issuer       Guarantors     Guarantors       TOTAL
                              ----------     ----------     ----------     ----------
<S>                           <C>            <C>            <C>            <C>
Sales, net                    $  161,854     $  304,950     $   59,033     $  525,837
Cost of sales                    121,521        236,723         41,592        399,836
                              ----------     ----------     ----------     ----------
Gross profit                      40,333         68,227         17,441        126,001
Selling, general and
  administrative                  38,295         17,320          5,384         60,999
                              ----------     ----------     ----------     ----------
Income from operations             2,038         50,907         12,057         65,002
Interest expense, net             76,958           (318)           (71)        76,569
Unrealized loss on
  derivative contract             13,891             --             --         13,891
Other expense (income)            (1,119)         1,063            661            605
                              ----------     ----------     ----------     ----------
Income (loss) before
  provision (benefit) for
  income taxes                   (87,692)        50,162         11,467        (26,063)
Provision (benefit) for
  income taxes                   (16,574)         6,626          2,879         (7,069)
                              ----------     ----------     ----------     ----------
Net income (loss)             $  (71,118)    $   43,536     $    8,588     $  (18,994)
                              ==========     ==========     ==========     ==========
</TABLE>



                                                                            F-43
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

                        Condensed Consolidating Balance Sheet - At June 29, 2001

<TABLE>
<CAPTION>
                                                              Non-
                             Issuer        Guarantors      Guarantors     Eliminations       TOTAL
                           ----------      ----------      ----------     ------------     ----------
<S>                        <C>             <C>             <C>            <C>              <C>
CURRENT ASSETS             $   80,305      $  146,839      $   39,823      $       --      $  266,967
Property, plant and
  equipment, net               38,788          79,517          18,703              --         137,008
Intangible assets              13,208         153,960          12,448              --         179,616
Investment in
  subsidiaries                457,641              --              --        (457,641)             --
Deferred financing
  costs, net                   16,607              --              --              --          16,607
Deferred taxes                 19,022             (12)             --              --          19,010
Other long-term assets         28,577         261,520          12,510        (300,321)          2,286
                           ----------      ----------      ----------      ----------      ----------
    TOTAL ASSETS           $  654,148      $  641,824      $   83,484      $ (757,962)     $  621,494
                           ==========      ==========      ==========      ==========      ==========
CURRENT LIABILITIES        $   22,370      $   26,923      $   18,545      $       --      $   67,838
Long-term debt                665,729              --           4,349              --         670,078
Other long-term
  liabilities                  92,460         190,399          35,737        (300,321)         18,275
                           ----------      ----------      ----------      ----------      ----------
    TOTAL LIABILITIES         780,559         217,322          58,631        (300,321)        756,191
                           ----------      ----------      ----------      ----------      ----------
Additional paid-in
  capital                     120,156         296,784          15,656        (312,420)        120,176
Retained earnings
  (accumulated
  deficit)                    (26,105)        127,685          16,269        (145,221)        (27,372)
Accumulated other
  comprehensive loss               --              33          (7,072)             --          (7,039)
Treasury stock               (220,462)             --              --              --        (220,462)
                           ----------      ----------      ----------      ----------      ----------
  TOTAL STOCKHOLDERS'
    DEFICIT                  (126,411)        424,502          24,853        (457,641)       (134,697)
                           ----------      ----------      ----------      ----------      ----------
  TOTAL LIABILITIES
    AND STOCKHOLDERS'
    DEFICIT                $  654,148      $  641,824      $   83,484      $ (757,962)     $  621,494
                           ==========      ==========      ==========      ==========      ==========
</TABLE>


                                                                            F-44
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

                        Condensed Consolidating Statement of Cash Flows - For
                        the year ended June 29, 2001

<TABLE>
<CAPTION>
                                                                         Non-
                                        Issuer        Guarantors      Guarantors        TOTAL
                                      ----------      ----------      ----------      ----------
<S>                                   <C>             <C>             <C>             <C>
Net cash provided by (used in)
  operating activities:               $  (47,908)     $   36,694      $    7,948      $   (3,266)
                                      ----------      ----------      ----------      ----------
Cash flows from investing
  activities:
  Acquisitions, net of cash
    acquired                                  --          (9,233)             --          (9,233)
  Capital expenditures                    (2,710)        (11,208)         (3,198)        (17,116)
  Additions to intangibles                  (322)           (106)             --            (428)
                                      ----------      ----------      ----------      ----------
Net cash used in investing
  activities                              (3,032)        (20,547)         (3,198)        (26,777)
                                      ----------      ----------      ----------      ----------
Cash flows from financing
  activities:
  Net borrowings (repayments)
    under line of credit                  35,000              --              --          35,000
  Repayments of long-term debt            (7,400)             --          (1,420)         (8,820)
  Proceeds from capital
    contribution                          36,000              --              --          36,000
  Change in intercompany accounts         14,592         (14,592)             --              --
                                      ----------      ----------      ----------      ----------
Net cash provided by (used in)
  financing activities                    78,192         (14,592)         (1,420)         62,180
                                      ----------      ----------      ----------      ----------
Effect of exchange rate changes
  on cash                                     --              --             (17)            (17)
                                      ----------      ----------      ----------      ----------
Net increase in cash                      27,252           1,555           3,313          32,120
Cash, beginning of period                  5,638           3,766           3,121          12,525
                                      ----------      ----------      ----------      ----------
Cash, end of period                   $   32,890      $    5,321      $    6,434      $   44,645
                                      ==========      ==========      ==========      ==========
</TABLE>



                                                                            F-45
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

                        Condensed Consolidating Statement of Operations - For
                        the year ended June 30, 2000

<TABLE>
<CAPTION>
                                                                 Non-
                                Issuer        Guarantors      Guarantors       TOTAL
                              ----------      ----------      ----------     ----------
<S>                           <C>             <C>             <C>            <C>
Sales, net                    $  151,587      $  325,902      $   47,328     $  524,817
Cost of sales                    110,272         251,512          32,696        394,480
                              ----------      ----------      ----------     ----------
Gross profit                      41,315          74,390          14,632        130,337
Selling, general and
  administrative                  37,991          16,042           4,310         58,343
                              ----------      ----------      ----------     ----------
Income from operations             3,324          58,348          10,322         71,994
Interest expense, net             38,717            (280)             10         38,447
Other expense (income)             4,272          (1,187)          1,620          4,705
                              ----------      ----------      ----------     ----------
Income (loss) before
  provision for income
  taxes and extraordinary
  item                           (39,665)         59,815           8,692         28,842
Provision (benefit) for
  income taxes                   (22,359)         33,211           3,584         14,436
                              ----------      ----------      ----------     ----------
Income (loss) before
  extraordinary item             (17,306)         26,604           5,108         14,406
Extraordinary item               (35,374)             --              --        (35,374)
                              ----------      ----------      ----------     ----------
Net income (loss)             $  (52,680)     $   26,604      $    5,108     $  (20,968)
                              ==========      ==========      ==========     ==========
</TABLE>





                                                                            F-46
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

                        Condensed Consolidating Statement of Cash Flows - For
                        the year ended June 30, 2000

<TABLE>
<CAPTION>
                                                                         Non-
                                        Issuer        Guarantors      Guarantors        TOTAL
                                      ----------      ----------      ----------      ----------
<S>                                   <C>             <C>             <C>             <C>
Net cash provided by (used in)
  operating activities:               $  (25,883)     $   29,834      $    5,534      $    9,485
                                      ----------      ----------      ----------      ----------
Cash flows from investing
  activities:
    Capital expenditures                  (7,224)         (6,747)         (2,287)        (16,258)
    Additions to intangible                 (805)             --              --            (805)
    Cash proceeds from sale of
      assets                                  --              --             158             158
                                      ----------      ----------      ----------      ----------
Net cash used in investing
  activities                              (8,029)         (6,747)         (2,129)        (16,905)
                                      ----------      ----------      ----------      ----------
Cash flows from financing
  activities:
  Net borrowings (repayments)
    under line of credit                  (2,030)             --              --          (2,030)
  Proceeds from long-term debt           645,232              --              --         645,232
  Repayments of long-term debt          (446,661)             --          (1,970)       (448,631)
  Proceeds from capital
    contribution                          43,101              --              --          43,101
  Debt financing costs                   (18,897)             --              --         (18,897)
  Purchase of treasury stock            (220,462)             --              --        (220,462)
  Change in intercompany accounts         34,880         (26,508)         (8,372)             --
                                      ----------      ----------      ----------      ----------
Net cash provided by (used in)
  financing activities                    35,163         (26,508)        (10,342)         (1,687)
                                      ----------      ----------      ----------      ----------
Effect of exchange rate changes
  on cash                                     --              --            (485)           (485)
                                      ----------      ----------      ----------      ----------
Net increase (decrease) in cash            1,251          (3,421)         (7,422)         (9,592)
Cash, beginning of period                  4,387           7,187          10,543          22,117
                                      ----------      ----------      ----------      ----------
Cash, end of period                   $    5,638      $    3,766      $    3,121      $   12,525
                                      ==========      ==========      ==========      ==========
</TABLE>



                                                                            F-47
<PAGE>
                                                                TEKNI-PLEX, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

17.   SUBSEQUENT        During July 2002, the Company acquired substantially all
      EVENT             the net assets of Elm Packaging Company for $16,400. Elm
                        produces polystyrene foam packaging products for the
                        food and foodservice industries.


18.   QUARTERLY
      RESULTS OF
      OPERATIONS
      (UNAUDITED)
<TABLE>
<CAPTION>
                                               First       Second        Third       Fourth
                        2002                  Quarter      Quarter      Quarter      Quarter
                        ----                 ---------    ---------    ---------    ---------
<S>                                          <C>          <C>          <C>          <C>
                        Net sales            $ 115,164    $ 113,740    $ 153,393    $ 195,452
                        Gross profit            27,014       27,684       42,008       50,586
                        Income from
                          operations            11,838       11,075       23,479       31,456
                        Net income (loss)       (9,453)          67        2,305          494

                        2001

                        Net sales            $ 111,907    $ 105,873    $ 140,681    $ 167,376
                        Gross profit            22,422       24,123       36,785       42,671
                        Income from
                          operations             7,311        9,755       21,127       26,809
                        Net income (loss)       (5,739)     (12,136)      (1,473)         354
                                             =========    =========     ========     ========
</TABLE>

                        Fluctuations in net sales are due primarily to
                        seasonality in a number of product lines, particularly
                        garden hose and irrigation hose products.



                                                                            F-48
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
  ON SUPPLEMENTAL SCHEDULE

Board of Directors
Tekni-Plex, Inc.
Somerville, New Jersey

The audits referred to in our report dated September 13, 2002 relating to the
consolidated financial statements of Tekni-Plex, Inc. and its subsidiaries (the
"Company"), included the audits of the financial statement schedule for the
years ended June 28, 2002, June 29, 2001 and June 30, 2000 listed in the
accompanying index. This financial statement schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion on the
financial statement schedule based upon our audits.

In our opinion, such financial statement schedule presents fairly, in all
material respects, the information set forth therein.





BDO Seidman, LLP

Woodbridge, New Jersey

September 13, 2002



                                                                            F-49
<PAGE>
                                                                TEKNI-PLEX, INC.

                                  VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    Balance at    Charged to                  BALANCE AT
                                    Beginning      Costs and    Deductions      END OF
                                    of Period     Expenses(1)      (2)          PERIOD
                                    ----------    ----------    ----------    ----------
<S>                                 <C>           <C>           <C>           <C>
YEAR ENDED JUNE 30, 2000
  Accounts receivable allowance     $    1,662    $      310    $      330    $    1,642
                                    ==========    ==========    ==========    ==========
YEAR ENDED JUNE 29, 2001
  Accounts receivable allowance     $    1,642    $      250    $      392    $    1,500
                                    ==========    ==========    ==========    ==========
YEAR ENDED JUNE 28, 2002
  Accounts receivable allowance     $    1,500    $      484    $      313    $    1,671
                                    ==========    ==========    ==========    ==========
</TABLE>

(1) To increase accounts receivable allowance.

(2) Uncollectible accounts written off, net of recoveries.



                                                                            F-50
<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
  NO.                            DESCRIPTION                            PAGE
-------                          -----------                            ----
<C>      <S>                                                            <C>
     3.1 Restated Certificate of Incorporation of Tekni-Plex, Inc.*
     3.2 Amended and Restated By-laws of Tekni-Plex, Inc.*
     3.3 Certificate of Incorporation of PureTec Corporation.*
     3.4 By-laws of PureTec Corporation.*
     3.5 Certificate of Incorporation of Tri-Seal Holdings, Inc.*
     3.6 By-laws of Tri Seal Holdings, Inc.*
     3.7 Certificate of Incorporation of Natvar Holdings, Inc.*
     3.8 By-laws of Natvar Holdings.*
     3.9 Certificate of Incorporation of Plastic Specialities and
         Technologies, Inc.*
     3.10 By-laws of Plastic Specialities and Technologies, Inc.*
     3.11 Certificate of Incorporation of Plastic Specialities and
         Technologies Investments, Inc.*
     3.12 By-laws of Plastic Specialities and Technologies
         Investments, Inc.*
     3.13 Certificate of Incorporation of Burlington Resins, Inc.*
     3.14 By-laws of Burlington Resins, Inc.*
     3.15 Certificate of Incorporation of Pure Tech APR, Inc.*
     3.16 By-laws of Pure Tech APR, Inc.*
     3.17 Certificate of Incorporation of TPI Acquisition Subsidiary,
         Inc.*
     3.18 By-laws of TPI Acquisition Subsidiary, Inc.*
     3.19 Certificate of Incorporation of Coast Recycling North, Inc.*
     3.20 By-laws of Coast Recycling North, Inc.*
     3.21 Certificate of Incorporation of Distributors Recycling,
         Inc.*
     3.22 By-laws of Distributors Recycling, Inc.*
     3.23 Certificate of Incorporation of REI Distributors, Inc.*
     3.24 By-laws of REI Distributors, Inc.*
     3.25 Certificate of Incorporation of Pure Tech Recycling of
         California.*
     3.26 By-laws of Pure Tech Recycling of California.*
     3.27 Certificate of Incorporation of Alumet Smelting Corp.*
     3.28 By-laws of Alumet Smelting Corp.*
     3.29 Certificate of Incorporation of TP/Elm Acquisition
         Subsidiary, Inc.*
     3.30 By-laws of TP/Elm Acquisition Subsidiary, Inc.*
     4.1 Indenture, dated as of June 21, 2000 among Tekni-Plex, Inc.,
         the Guarantors listed therein and HSBC Bank USA, as
         Trustee.*
     4.2 First Supplemental Indenture, dated as of May 6, 2002 among
         Tekni-Plex, Inc., TPI Acquisition Subsidiary, Inc. and HSBC
         Bank USA, as Trustee*
     4.3 Second Supplemental Indenture, dated as of August 22, 2002
         among Tekni-Plex, Inc., TP/Elm Acquisition Subsidiary, Inc.
         and HSBC Bank USA, as Trustee*
     4.4 Senior Subordinated Note and Guarantee (original not
         included; form of Note and Guarantee included in Exhibit
         4.1).
     4.5 Purchase Agreement, dated as of May 1, 2002 among
         Tekni-Plex, Inc., the Guarantors listed therein, and Lehman
         Brothers Inc.*
     4.6 Registration Right Agreement, dated as of May 6, 2002 among
         Tekni-Plex, Inc., the Guarantors listed therein and Lehman
         Brothers Inc.*

</Table>
<PAGE>


---------------

 * Filed previously as an Exhibit to the Form S-4 (File No. 333-43800) filed on
   August 15, 2000.

** Filed herewith.