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

                                  FORM 10-K/A
				 ANNUAL REPORT

		     Pursuant to Section 13 or 15(d) of the
			Securities Exchange Act of 1934

For the fiscal year ended December 31, 2002    Commission File Number 333-59541

                         GREAT LAKES ACQUISITION CORP.
             (Exact name of registrant as specified in its charter)


            DELAWARE                                    76-0576974
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)

551 Fifth Avenue, Suite 3600, New York, NY                 10176
(Address of principal executive office)                  (Zip Code)

                                (212) 370-5770
             (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:
                  13 1/8% Senior Discount Debentures due 2009
				(Title of Class)

     Indicate by check mark whether the registrant (i) 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 regis-
trant was required to file such reports), and (ii) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  [X]

     There is no public market for registrant's common stock.

     As of March 26 2003, the registrant had outstanding 65,950 shares of its
Common Stock.

		      DOCUMENTS INCORPORATED BY REFERENCE
                                     None
<PAGE> 1 of 6



                           Independent Auditors' Report


The Board of Directors
Great Lakes Acquisition Corp.

We have audited the accompanying consolidated balance sheets of Great Lakes
Acquisition Corp. and subsidiaries as of December 31, 2002 and 2001, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 2002.  Our
audit also included the financial statement schedule listed in the Index as
Item 15(a)(2) for the three years ended December 31, 2002.  These consolidated
financial statements and the financial statement schedule 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
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the 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 consolidated financial position of Great
Lakes Acquisition Corp. and subsidiaries at December 31, 2002 and 2001, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2002 in conformity with accounting
principles generally accepted in the United States of America.  Also, in our
opinion, such financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.

As discussed in Note 1 and Note 7 to the consolidated financial statements, in
2002, the Company changed its method of accounting for goodwill amortization to
conform to Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets."

DELOITTE & TOUCHE LLP
Parsippany, New Jersey
March 26, 2003
<PAGE> F-2 / 2 of 6
                                   SIGNATURES


        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized on the 26th
day of March 2003.

                                                 Great Lakes Acquisition Corp.

                                                 By:  /s/JAMES D. MCKENZIE
                                                 -----------------------------
                                                 James D. McKenzie, President
                                                 and Chief Executive Officer

                               Power of Attorney

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


Signature                    Title                          Date
---------------------------  -----------------------------  ------------------

/s/JAMES D. MCKENZIE         President, Chief Executive
---------------------        Officer and Director           March 26, 2003
James D. McKenzie            (Principal Executive Officer)

         *                   Senior Vice President,         March 26, 2003
---------------------        Operations and Administration
A. Frank Baca

         *                   Vice President, Sales          March 26, 2003
---------------------
Robert C. Dickie

         *                   Vice President, Raw Materials  March 26, 2003
---------------------
Craig L. Beilharz

         *                   Controller, Assistant          March 26, 2003
---------------------        Secretary and Chief
Adela I. Robles              Financial Officer

         *                   Non-Executive Chairman of      March 26, 2003
---------------------        the Board, Director
Theodore C. Rogers

         *                   Director                       March 26, 2003
---------------------
W. Richard Bingham

         *                   Director                       March 26, 2003
---------------------
Kim A. Marvin


By:  /s/JAMES D. MCKENZIE
--------------------------
James D. McKenzie
Attorney-in-Fact
<PAGE> 3 of 6
                                CERTIFICATION


Each of the undersigned hereby certifies in their capacity as an officer of
Great Lakes Acquisition Corp. (the "Company") that the Annual Report of the
Company on Form 10-K for the year ended December 31, 2002 fully complies with
the requirements of Section 13(a) of the Securities Exchange Act of 1934 and
that the information contained in such report fairly presents, in all material
respects, the financial condition of the Company at December 31, 2002 and 2001
and the results of operations of the Company for the three years then ended.

Date: 3/26/03                                  /s/JAMES D. MCKENZIE
                                               -------------------------------
                                               President and Chief Executive
                                               Officer

Date: 3/26/03                                  /s/ADELA I. ROBLES
                                               -------------------------------
                                               Controller, Assistant Secretary
                                               and Chief Financial Officer

<PAGE> 4 of 6
                                CERTIFICATION

I, James D. McKenzie, certify that:

1. I have reviewed this annual report on Form 10-K of Great Lakes Acquisition
Corp.;

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;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
        a) designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including its
           consolidated subsidiaries, is made known to us by others within
           those entities, particularly during the period in which this
           annual report is being prepared;
        b) evaluated the effectiveness of the registrant's disclosure controls
           and procedures as of a date within 90 days prior to the filing date
           of this annual report (the "Evaluation Date"); and
        c) presented in this annual report our conclusions about the effective-
           ness of the disclosure controls and procedures based on our evalua-
           tion as of the Evaluation Date;

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:
        a) all significant deficiencies in the design or operation of internal
           controls which could adversely affect the registrant's ability to
           record, process, summarize and report financial data and have
           identified for the registrant's auditors any material weaknesses in
           internal controls; and
        b) any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls; and

6. The registrant's other certifying officer(s) and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: 3/26/03                                  /s/JAMES D. MCKENZIE
                                               -------------------------------
                                               President and Chief Executive
                                               Officer
<PAGE> 5 of 6
                                CERTIFICATION

I, Adela I. Robles, certify that:

1. I have reviewed this annual report on Form 10-K of Great Lakes Acquisition
Corp.;

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;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
        a) designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including its
           consolidated subsidiaries, is made known to us by others within
           those entities, particularly during the period in which this
           annual report is being prepared;
        b) evaluated the effectiveness of the registrant's disclosure controls
           and procedures as of a date within 90 days prior to the filing date
           of this annual report (the "Evaluation Date"); and
        c) presented in this annual report our conclusions about the effective-
           ness of the disclosure controls and procedures based on our evalua-
           tion as of the Evaluation Date;

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:
        a) all significant deficiencies in the design or operation of internal
           controls which could adversely affect the registrant's ability to
           record, process, summarize and report financial data and have
           identified for the registrant's auditors any material weaknesses in
           internal controls; and
        b) any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls; and

6. The registrant's other certifying officer(s) and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: 3/26/03                                  /s/ADELA I. ROBLES
                                               -------------------------------
                                               Controller, Assistant Secretary
                                               and Chief Financial Officer
<PAGE> 6 of 6