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 September 30, 2000

                                       OR

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

For the transition period from ______________ to ______________

                          Commission File No. 333-88017

                              AMERICAN TISSUE INC.
             (Exact name of registrant as specified in its charter)

       Delaware                                         22-3601876
(State of incorporation)                    (I.R.S. Employer Identification No.)

135 Engineers Road, Hauppauge, New York                   11788
(Address of principal executive office)                 (zip code)

Registrant's telephone number, including area code:  (631) 435-9000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by checkmark whether 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 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 by checkmark 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. [ ] Not applicable.


<PAGE>


                                     PART I

Item 1. BUSINESS

General

     We are an integrated manufacturer of tissue and uncoated freesheet paper
products, with a comprehensive product line that includes finished tissue
products, jumbo tissue rolls used in the manufacture of finished tissue
products, and uncoated freesheet paper products primarily for printing,
publishing and writing applications. Since our inception in 1981, we have grown
primarily through the opportunistic acquisition and integration of
under-performing paper mills and converting assets. During fiscal 2000, we
operated a pulp mill; seven paper mills, including six tissue mills; nine
converting facilities; two printing/packaging facilities, and 12 distribution
centers, including a tissue mill, converting facility and distribution facility
located in Memphis, Tennessee which is being operated by one of our subsidiaries
pursuant to an agreement with one of our affiliates which owns these facilities.
See Item 13, Certain Relationships and Related Transactions.

     Our paper mills manufacture jumbo rolls of tissue and rolls of uncoated
freesheet paper for internal use and for sale to other manufacturers of finished
paper products. Our converting facilities transform jumbo tissue rolls into a
wide range of finished tissue products, such as bath tissue, paper towels,
napkins and facial tissue, and rolls of uncoated freesheet papers into cut sizes
of printing, publishing and writing papers. We sell finished tissue and uncoated
freesheet paper products in the commercial, "away-from-home," market and
finished tissue products in the consumer, "at-home," market. In addition to our
paper products, we use our internal engineering expertise to recondition and
sell used tissue converting equipment. With our acquisition in fiscal 1999 of a
pulp mill and paper mill complex located in Berlin and Gorham, New Hampshire,
which we refer to as the Berlin-Gorham Mills, we became effectively 100%
vertically integrated with respect to virgin woodpulp, increased our capacity to
manufacture jumbo rolls of toweling and extended our product offering in the
away-from-home market with uncoated freesheet paper products.

     Our finished paper products are sold throughout the United States and in
several regions of Canada and Mexico. We sell premium, specialty and commodity
grades of jumbo rolls to both domestic and international markets. We also sell
virgin woodpulp not required for our manufacturing needs as market pulp. Our
total net sales have increased every year since our inception.

     We believe that our flexible efficient manufacturing capabilities enable us
to offer a wider range of products than most of our North American competitors.
We seek to take advantage of the opportunities created by:

     o    the ability of our senior management to acquire under-performing
          manufacturing assets at a substantial discount to replacement costs,
          by significantly increasing the capacity and improving the operating
          efficiency of such assets through strict cost reduction programs and
          selective capital expenditures; and

     o    the continuing trend of competitor consolidation, by seeking to become
          the alternative supplier of choice to customers concerned with the
          increasing concentration of


                                      -2-
<PAGE>


          suppliers through our offering of products in specific value or
          economy product categories, where the consolidated suppliers have
          chosen to discontinue or de-emphasize these product categories.

     We have implemented a business strategy that builds on our unique strengths
and expertise, which differentiates us, we believe, from other paper producers.
Our objectives are to become a leading supplier of tissue and uncoated freesheet
paper products and to maximize profitability through strategic acquisitions,
expansion of our products lines and customer base and implementation of
manufacturing efficiencies and cost reduction strategies.

Recent Developments

     Crown Paper Co., a subsidiary of Crown Vantage Inc., under agreements with
us expiring in July 2002:

     o    acted as our exclusive sales representative for specified grades of
          uncoated free paper, on a commission basis;

     o    had the right to place orders with us for up to 20,000 tons of
          specified publishing grades of uncoated freesheet paper, and, upon our
          acceptance of these orders, we then became obligated to manufacture
          and sell to Crown Paper the paper covered by these orders at
          agreed-upon prices less a discount; and

     o    was obligated to annually purchase from us 40,000 tons of virgin
          woodpulp at contractually determined prices, less specified discounts.

     On March 15, 2000, Crown Paper and its parent commenced cases seeking to
reorganize under Chapter 11 of the U.S. Bankruptcy Code. Crown Paper has
formally rejected the pulp purchase agreement in its bankruptcy proceeding. In
addition, Crown Paper is not performing its obligations under its sales
representation and uncoated freesheet purchase agreements with us.

     Although we believed that we would be substantially dependent on Crown
Paper to market and distribute printing and publishing grades of uncoated
freesheet papers during the three year term of these agreements, while we
developed our own marketing and distribution organization for these products, we
are currently marketing and distributing these products through our own sales
force and through independent merchant distributors at commission rates and
discounts that are more favorable to us then those provided in our agreements
with Crown Paper. In addition, we are selling the virgin woodpulp which Crown
Paper would have purchased from us to independent merchant distributors, who are
reselling such market pulp in domestic and international markets, at prices
which are more favorable to us than those provided in our pulp purchase
agreement with Crown Paper.

     Crown Paper is obligated under an asset purchase agreement with us to
indemnify us against breach of its representations and warranties in this
agreement, including its representations as to environmental matters. In
addition, Crown Paper, under an agreement with us dated July 9, 1999, agreed to
manage, and to pay the entire cost of implementing, a plan of remediation to
encapsulate and seal off an area in the northern portion of our Berlin pulp mill
property identified as containing contaminants generated by a former chemical
plant that had


                                      -3-
<PAGE>

been located on this site.

     In October 2000, we received a letter from the New Hampshire Department of
Environmental Services informing us that the Department had been advised by
Crown Paper that it did not intend to proceed with its remediation of the site
and that, therefore, the Department was looking to us to perform the necessary
cleanup and restoration of the site and the surrounding environment under a
strict liability provision of the New Hampshire environmental statutes. The
letter informed us that, based on the Department's inspection of the site, and
despite Crown Paper's attempted remediation of the site, continued soil and
groundwater contamination existed at the site and that two potential routes of
exposure to the contaminants, i.e., discharge of vapors into the atmosphere and
seepage from fissures in bedrock in a river that flows by the site, should be
investigated by us. The Department requested that we conduct a site
investigation to assess the extent of soil and groundwater contamination,
including samplings of riverbed sediments and air samplings to evaluate the
risks of atmospheric and sedimentary contamination. The letter also required us
to conduct an immediate cleanup of contaminants detected on the river bank
closest to the site and to apply for a groundwater management permit. We
responded to the Department's letter in November 2000, stating we required time
to obtain and evaluate existing site data since Crown Paper had been managing
remediation at the site pursuant to our agreement with it, that the cleanup
requested would be immediately conducted and the results thereof reported to the
Department and setting forth a preliminary scope of work for the investigation.

     Our environmental consultants currently estimate the costs of
investigation, contaminant removal and remediation to be a maximum of $4.5
million. However, if our investigation reveals both air and river bed
contamination, the costs of remediation could be significantly higher.

     We have filed a claim in the Crown Paper bankruptcy proceeding seeking
indemnification for various environmental claims and damages for breach of their
agreement to remediate the Berlin pulp mill site. However, in light of Crown
Paper's financial condition and the amount of the secured claims in the case, it
is unlikely that we will receive any distribution from Crown Paper in respect of
our claim. Although we may have recourse to prior owners of this site, we cannot
assure that we will not have to bear the full burden of any environmental
liabilities which we would otherwise expect to recover from Crown Paper.
Accordingly, if we are determined to be strictly liable for the costs of
remediating this site without recourse to others, depending on the ultimate
costs of remediation, our financial condition and result of operations could be
materially and adversely impacted. See Item 7, Management Discussion and
Analysis of Financial Condition and Results of Operations - Factors That May
Affect Results.


                                      -4-
<PAGE>


Products, Marketing and Customers

     The following table sets forth our net sales by market for the periods
shown (dollars in millions):

<TABLE>
<CAPTION>
                                                                       Fiscal Years Ended September 30,
                                                 -------------------------------------------------------------------------------
                                                          1998                        1999                          2000
                                                 ---------------------         ---------------------         -------------------
<S>                                              <C>             <C>           <C>             <C>           <C>           <C>
Away-from-home products ..................       $ 89.2           41.5%        $100.7           35.4%        $124.4         25.2%
At-home products .........................         71.9           33.4           71.5           25.2           90.8         18.4
                                                 ------         ------         ------         ------         ------       ------
    Total finished products ..............        161.1           74.9          172.2           60.6          215.2         43.6
Jumbo tissue rolls .......................         47.2           21.9           68.5           24.1           70.5         14.3
Uncoated freesheet products ..............           --             --           28.2            9.9          137.7         27.9
Pulp .....................................           --             --           12.5            4.4           61.3         12.4
Converting equipment .....................          5.7            2.6            1.8            0.6            7.9          1.6
                                                 ------         ------         ------         ------         ------       ------
     Total Net Sales .....................        214.0           99.4          283.2           99.6          492.6         99.8
Rental Income ............................          1.2            0.6            1.1            0.4            1.0          0.2
                                                 ------         ------         ------         ------         ------       ------
Revenues .................................       $215.2          100.0%        $284.3          100.0%        $493.6        100.0%
                                                 ======         ======         ======         ======         ======       ======
</TABLE>

     Tissue Products

Away-From-Home Finished Tissue Products

     Away-from-home finished tissue products accounted for approximately 25.2%
of fiscal 2000 net sales. We manufacture and market a broad line of finished
tissue products for the estimated $4.4 billion U.S. away-from-home market. We
sell our away-from-home products principally to paper, foodservice and
janitorial supply distributors, who resell these products to hotels,
restaurants, offices, factories, hospitals, schools and government facilities.

     Our 20 regionally-based and five area-assigned away-from-home sales
managers are responsible for coordinating our sales efforts to these
distributors. Additionally, we seek to create demand for our away-from-home
products from distributors of these products by marketing directly to their
customers. We are not subject to any non-compete covenants or agreements with
distributors that would prevent these marketing efforts. We also sell our
away-from-home products directly to national accounts.

     We believe the continuing trend of competitor consolidation continues to
create market opportunities for us. For example, the combinations of
Kimberly-Clark with Scott Paper, James River with Fort Howard, to form Fort
James, and, most recently, of Fort James with Georgia-Pacific, have
significantly increased the concentration of suppliers. We believe this trend is
a concern of many customers. In addition, certain niche areas have been created
by our competitors' consolidations, where they have chosen to withdraw or
de-emphasize specific value or economy product categories.

     We believe we are the only tissue supplier in North America to offer
premium, value and economy grades in each category for combined shipment in a
truckload order. Since we entered the away-from-home finished tissue market in
1992, we have built our away-from-home product line to include 141 product
categories and 270 stock-keeping units (SKUs), ranging from economy and value
grades to premium grades. This has enabled us to provide our customers with what
we believe to be the broadest product offering in the industry, an increasingly
critical selling point


                                      -5-
<PAGE>


with customers who are seeking "one-stop shopping." Our away-from-home finished
tissue products include folded and roll towels, bulk and dispenser napkins and
bath and facial tissues. While we have historically concentrated on value-priced
and economy products in this market, we have introduced our Manhattan(TM) line
of premium quality away-from-home products to take advantage of the growing
demand for premium away-from-home products. During fiscal 2000, approximately
87.0% of our away-from-home products were sold under our brand names, with
private label products, under distributor label, and products manufactured for
particular national accounts, under corporate label, constituting the remainder.

At-Home Finished Tissue Products

     At-home-finished tissue products accounted for approximately 18.4% of
fiscal 2000 net sales. We manufacture and market a broad line of finished tissue
products for the estimated $7.0 billion U.S. at-home finished tissue market. Our
at-home products are sold through a network of more than 60 independent brokers
and agents that sell throughout the United States and in certain regions of
Canada and Mexico. Our four regional sales managers are responsible for
coordinating the sales efforts of these independent brokers and agents. These
sales managers focus on maintaining close relationships with independent food
brokers and retailers in their territories by emphasizing our traditional
strengths: value; competitive pricing; enhanced margins for retailers; and the
flexibility to manufacture short runs of products at prices attractive to
retailers and margins acceptable to us.

     In particular, we target the estimated $4.0 billion private label segment
of the at-home market, for which we manufacture products that range from economy
to premium quality grades. As a private label manufacturer, we generally seek to
avoid direct competition with larger branded consumer product companies, such as
Procter & Gamble and Kimberly-Clark. During fiscal 2000, approximately 92.0% of
our at-home products were manufactured for specific retailers for sale under
private labels, with the remainder manufactured for sale under our own brand
names.

     Our core at-home products include a broad line of bath tissue, paper
towels, napkins and facial tissue. Over the past several years, the at-home
market has expanded from economy products to an assortment of quality grades,
and we have responded by expanding the range and variety of printing, coloring
and embossing applied to our at-home products. We produce our branded at-home
tissue products principally under our Magnolia(TM), Sterling(TM), Magic Soft(TM)
and Elan(TM) brand names. We sell our brand name products principally to smaller
retailers that do not have their own private label brands, as well as large
retailers that wish to offer tissue across a wide price continuum.

     We focus our marketing efforts for at-home products on trade promotion and
incentive programs targeted to major food store chains, mass merchandisers and
drug retailers. Consistent with our focus on the private label and branded value
segments of the at-home market, our use of advertising and promotion focused on
end-users is minimal. We currently estimate private label penetration to be only
approximately 21.6% of the at-home market and industry sources estimate that the
growth of this segment was approximately 4.0% in fiscal 2000, as retailers
continue to extend their lines of tissue products from economy and value grades
to premium grades. We believe that this trend will continue. Our customers
include grocery stores and supermarkets, mass merchandisers, drug stores, buying
"co-ops" and wholesale distributors.


                                      -6-
<PAGE>


Jumbo Tissue Rolls

     Jumbo tissue rolls accounted for approximately 14.3% of fiscal 2000 net
sales. In addition to supplying our internal manufacturing needs, we manufacture
and sell standard and specialty grades of jumbo tissue rolls directly to
manufacturers of finished tissue products, such as Kimberly-Clark and Wasaw
Mosinee. The jumbo tissue rolls we sell are generally used by our domestic
customers to manufacture non-competing finished tissue products, such as branded
at-home and niche tissue products, including disposable diapers, feminine
sanitary napkins and disposable medical products. Our strategy is to emphasize
stable customer relationships to sustain a long-term market for our specialty
jumbo tissue rolls, which often sell at a higher price per ton than our finished
tissue products.

     Uncoated Freesheet Paper Products

     Uncoated freesheet paper products accounted for approximately 27.9% of
fiscal 2000 net sales. We manufacture and market various grades of uncoated
freesheet papers in rolls for printing, publishing and writing applications
through our uncoated freesheet sales group. These papers range from 15 to 150
pounds of basis weight and are available in different colors, characteristics
and mixtures of pulp and additives. We also manufacture freesheet reprographic
papers, such as computer printer, copier and fax papers for the small
office/home office market, under our brand names, the brand names of our
affiliates or the brand names of away-from-home private label customers. We also
manufacture freesheet specialty paper for converting into disposable food
service papers, such as paper plates and bags. Our uncoated freesheet paper
products are manufactured at the Berlin-Gorham Mills. Printing and publishing
grades are sold in rolls to merchants and printers of corporate communications
(such as annual reports) and publications (such as books). Freesheets
reprographic papers are distributed to our customers in the at-home and
away-from-home tissue markets.

     Market Pulp

     Market pulp accounted for approximately 12.4% of fiscal 2000 net sales. In
fiscal 2000, our kraft pulp mill in Berlin, New Hampshire supplied approximately
83.0% of our internal requirements and dried and sold approximately 121,000 tons
of hardwoodpulp as market pulp, including approximately 26,000 tons to Crown
Paper Co. Purchasers of our market pulp are primarily non-integrated paper mills
located in the Northeastern U.S. and Canada. Opportunistic purchasers include
Asian and European paper mills that purchase market pulp through U.S. paper
brokers or agents, where we have limited credit risk.

     Tissue Converting Equipment

     Tissue converting equipment accounted for approximately 1.6% of fiscal 2000
net sales. We have a machine shop in Hauppauge, New York dedicated to
refurbishing and reconditioning tissue converting equipment that we either use
internally or sell to other manufacturers of finished tissue products.


                                      -7-
<PAGE>


Pricing Trends

     We believe favorable tissue industry pricing conditions exist, particularly
in the jumbo tissue roll market. All our tissue mills, except our St. Helens,
Oregon facility, are operating at full capacity. Jumbo tissue roll and finished
tissue price increases instituted by us and our principal competitors in fiscal
2000 indicate a tightness of supply will continue to support increased prices.

     Uncoated freesheet pricing recovered during fiscal year 2000, as compared
to fiscal year 1999. Beginning in September 2000, particular sectors of the
uncoated freesheet market attempted to implement further price increases, which
price increases have not been realized. As a result of targeted marketing
efforts, we have attained some price recovery by improving the product mix away
from the lowest price grades of uncoated freesheet papers.

     With respect to market pulp prices, price recovery continued throughout
fiscal 2000 until the middle of September. A period of flat to spot discount
pricing continued as the calendar year came to a close and inventory levels
trended higher than expected.

Manufacturing

     Manufacturing of Jumbo Tissue Rolls and Rolls of Uncoated Freesheet Papers.
The manufacturing process begins with woodpulp, recycled paper and waste paper.
These raw materials (other than virgin slush woodpulp) typically are pulped in
large blenders or pulpers and moved via networks of pipes and pumps to a paper
machine where sheets of paper are formed according to customer or grade
specifications. The paper is then drawn through the machine, being formed on
wires as it travels through various press rolls. Once the sheets are formed,
they are transferred to a dryer section of the machine that dries the paper.
Following the drying process, the paper is removed from the drying cylinders and
wound into rolls. Jumbo tissue rolls and rolls of uncoated freesheet paper are
either used internally for our converting operations or sold to third-party
purchasers.

     Converting. Converting involves loading rolls of paper onto converting
machines. In the case of finished tissue products, the machines perforate,
emboss and print tissue, as needed, and then roll or fold the processed paper
into finished paper products such as bath tissue, napkins or paper towels. In
the case of uncoated freesheet products, converting consists primarily of
cutting rolls of paper into appropriate sizes, such as 8.5" by 11" copy paper.

Packaging. We carton or wrap and then pack our finished tissue products and cut
size freesheet reprographic papers into cases. Consistent with our emphasis on
vertical integration, we also manufacture our own corrugated boxes, folding
cartons, printed poly wrap and printed paper wrap for finished tissue products.
Our packaging capabilities complement our flexible manufacturing strength by
enabling us to offer our tissue products in a wider range of package
configurations, an especially important consideration in the at-home market, and
to respond quickly and efficiently to our customer needs.

Quality Control. Our paper mills and converting facilities are subject to
rigorous quality control standards. We require our production facilities to
adhere to strict technical specification guidelines. For example, we require
that the tissue and freesheet paper that we produce meet standards, such as
basis weight, tensile strength, absorbency and brightness. Our six tissue mills

                                      -8-
<PAGE>


use the Measurex Open Network System, a process control system which helps
provide consistent quality and compatibility with existing systems. Our
converting facilities use an acceptance grading system/statistical process
control, which requires that plant managers and floor supervisors be responsible
for our product specifications. All quality control processes are monitored on a
daily basis and the results are forwarded for plotting and graphing to our
centralized quality assurance department.


Raw Materials and Suppliers

     The principal raw materials for our jumbo tissue roll manufacturing
operations are wood-pulp, recycled paper pulp and waste paper. The principal raw
materials for our tissue converting operations are standard and specialty grade
jumbo rolls, which we supply from internal production. The principal raw
material for our uncoated freesheet paper products is virgin slush woodpulp,
which we produce internally.

     Under our agreement with Boise Cascade, they are required to make available
to us, and we are required to purchase, specific minimum quantities of virgin
slush woodpulp, which quantities are currently sufficient to satisfy our jumbo
tissue roll manufacturing requirements at our St. Helens, Oregon facility.
Pricing for this pulp is calculated by a formula referencing market prices.

     Most of our purchased raw materials are readily available at competitive
prices. When raw material prices increase, our profitability is dependent on the
timing and degree to which we are able to pass price increases through to our
customers. The impact of raw materials price changes on our financial
performance is contingent on a number of factors, including the level of
inventories at the time of a price change, the specific timing and frequency of
price changes, and the lag time that generally accompanies the implementation of
selling price changes following increases in raw materials prices.

Environmental Matters

     See Item 7, Management's Discussion and Analysis of Financial Condition and
Results of Operation - Liquidity and Capital Resources-Environmental Matters,
for a discussion of environmental compliance and related capital expenditures.

Employees

     As of September 30, 2000, we employed 2,692 persons, consisting of 2,269
hourly and 423 salaried employees. We have collective bargaining agreements
with the Paper, Allied-Industrial, Chemical and Energy Workers Union, known as
PACE, covering approximately 998 of our hourly employees located at our mills in
Neenah, Wisconsin, Berlin and Gorham, New Hampshire and the mill we operate in
Memphis, Tennessee. Our agreement with PACE covering hourly employees at our
Neenah, Wisconsin mill expires on May 31, 2004. We assumed the obligations of
Crown Paper under its collective bargaining agreements with PACE pertaining to
hourly production employees and the Office and Professional Employees
International Union pertaining to administrative personnel at the Berlin-Gorham
Mills. These agreements expire, respectively, in June and July 2002. With
respect to the


                                      -9-
<PAGE>


facility we operate in Memphis, Tennessee, we have entered into a collective
bargaining agreement with PACE pertaining to hourly production employees that
expires in October 2010.

     Our St. Helens, Oregon facility is operated for us by employees of Boise
Cascade, on a cost-sharing basis. The Boise Cascade employees are represented by
the Association of Western Pulp and Paper Workers. Boise Cascade's collective
bargaining agreement expires on March 14, 2004, and thereafter is subject to
automatic yearly renewals, unless either party notifies the other to the
contrary.

Competition

     The tissue industry is highly competitive. We believe that competition is
based principally on product quality, price and customer service. Our
competitors include a number of large diversified paper and consumer products
companies, such as Kimberly-Clark, Georgia-Pacific and Proctor & Gamble, as well
as smaller low-cost regional producers that seek to displace our products
primarily through price competition. We compete primarily on the basis of price,
although product quality and performance, product development effectiveness,
service and sales and distribution support are often determining factors in the
choice of a supplier. Aggressive competitive pricing actions, which may become
more intense due to changing industry conditions, could reduce revenues and
adversely affect our operating results or financial condition. Many of our
competitors are larger and more strongly capitalized than we are, which may
enable them to better withstand periods of declining prices and adverse
operating conditions in the tissue industry. Due to the high bulk, low density
of tissue products, their markets are generally regional or national, with
limited imports and exports.

     In the uncoated freesheet paper market, we compete principally in North
America, primarily with U.S. and Canadian paper producers. We also compete with
overseas producers. Similar to the tissue market, we compete primarily on the
basis of price, although quality and service are often the determining factors
in the choice of a supplier. In addition, we compete with integrated and
non-integrated producers of paper products. Fully-integrated manufacturers
(i.e., those, such as us, whose requirements for pulp or other fiber are met
fully from internal sources) may have competitive advantages in periods of
relatively high prices for raw materials relative to those that are not
fully-integrated, in that the former are able to ensure a steady source of these
raw materials at costs that may be lower than prices in the prevailing market.
By way of contrast, competitors which are less integrated than we are may have
cost advantages in periods of relatively low pulp prices, in that they may be
able to purchase pulp at prices lower than our production costs. Moreover, some
of our competitors are lower-cost producers than we are and others have greater
financial resources than we have. Our competitors include International Paper,
Georgia-Pacific, Asia Pulp and Paper, Domtar and Williamette Industries. In
addition, many end-users of printing and publishing papers have, in recent
years, responded to changing economic conditions and paper prices by
substituting less expensive paper grades for use in their products, and this
tendency may benefit some of our competitors that produce lower priced paper
products.

     We cannot assure you that we will be able to successfully compete in the
tissue or uncoated freesheet papers industry or that increased competition will
not have a material adverse effect on our business, financial condition and
results of operations.


                                      -10-
<PAGE>


Item 2. PROPERTIES

     We currently operate seven paper mills, including six tissue mills and our
Gorham, New Hampshire mill which manufactures uncoated freesheet paper products.
Of these mills, two are in New Hampshire, two are in New York, one is in Oregon,
one is in Tennessee and one is in Wisconsin. We also own and operate a tissue
machine at our Gorham, New Hampshire mill.

     We operate eight tissue converting facilities and one paper bag and plate
converting facility. Of these converting facilities, one is in California, one
is in Mexico, five are in New York, and one is in Tennessee and one is in
Wisconsin. We also operate two packaging/printing facilities in New York.

     We operate a kraft pulp mill in Berlin, New Hampshire which supplies virgin
slush woodpulp pulp to our Gorham, New Hampshire paper mill.

     We also have 12 distribution facilities. Of these distribution facilities,
one is in California, one is in Mexico, one is in New Jersey, seven are in New
York, one is in Tennessee and one is in Wisconsin.

     Some of the mills and facilities discussed above are located on the same
sites.

     The following table summarizes the location, the approximate fiscal 2000
volumes and pertinent production characteristics of each facility. Our senior
secured notes and revolving credit facility are collateralized by substantially
all of our assets, including the facilities listed below.

<TABLE>
<CAPTION>
         Tissue Mills                            Products                         Annual Production Capacity(1)
-----------------------------                -------------------------         ----------------------------------
<S>                                          <C>                                    <C>
Winchester, New Hampshire                    100% recycled and
                                             100% virgin tissue                         24,000 tons
Greenwich, New York                          100% recycled and
                                             100% virgin tissue                         24,000
Mechanicville, New York                      100% recycled and
                                             100% virgin tissue                         50,000
St. Helens, Oregon(2)                         20% recycled and
                                             100% virgin tissue                         60,000
Neenah, Wisconsin                            100% recycled and
                                             100% virgin tissue                         72,000
Gorham, New Hampshire                        100% recycled and
                                             100% virgin tissue                         40,000
Memphis, Tennessee (3)                       100% recycled and
                                             100% virgin tissue                        120,000
                                                                                    ----------
      Total Tonnage                                                                    390,000 tons
                                                                                    ==========

   Uncoated Freesheet Mill
-----------------------------
Gorham, New Hampshire                        Uncoated freesheet papers                 179,000 tons
                                                                                    ==========
          Pulp Mill
-----------------------------
Berlin, New Hampshire                        virgin woodpulp                           350,000 tons
                                                                                    ==========
     Converting Facilities
-----------------------------
Calexico, California                         converted tissue products               3,000,000 cases
Mexicali, Mexico                             converted tissue products               2,000,000
Coram, New York                              converted tissue products               3,000,000
Hauppauge, New York(4)                       converted tissue and
                                                plastic products                     5,000,000
Waterford, New York(5)                       converted tissue products               6,000,000
Neenah, Wisconsin                            converted tissue products               4,500,000
Memphis, Tennessee (3)                       converted tissue products               6,000,000
                                                                                    ----------
    Total Cases                                                                     29,000,000 cases
                                                                                    ==========
Huntington, New York                         converted disposable food
                                                service papers                           7,200 tons
                                                                                    ==========
</TABLE>


                                      -11-
<PAGE>


----------
(1)  All annual capacity amounts are approximate.
(2)  We have leased a portion of Boise Cascade's St. Helens, Oregon facility
     from Boise Cascade pursuant to a lease expiring in December 31, 2022 in
     connection with the operation of a tissue machine which we purchased from
     Boise Cascade. Boise Cascade operates such tissue machine for us on a
     cost-sharing basis and, pursuant to its agreement with us, retains an
     option to repurchase the machine under specified certain circumstances.
(3)  Operated by one of our subsidiaries for one of our affiliates which owns
     this facility.
(4)  We operate two converting facilities in Hauppauge, New York, one of which
     is leased.
(5)  This distribution center is held in the form of a leasehold estate granted
     by the Town of Waterford Industrial Development Agency, and, upon the
     expiration of the related lease, January 1, 2009, will be reacquired in fee
     by us for nominal consideration.

Item 3. LEGAL PROCEEDINGS

     From time to time, we are subject to a number of legal proceedings and
other claims arising in the ordinary course of our business which we do not
believe will have, individually or in the aggregate, a material adverse effect
on our financial condition or results of operations.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

                                     PART II

Item 5. MARKET FOR THE REGISTRANT'S EQUITY AND RELATED STOCKHOLDER MATTERS

     Not applicable.

Item 6. SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                           Fiscal Year Ended September 30,
                                                                      ---------------------------------------------
                                                       1996             1997              1998              1999           2000
                                                    ---------         ---------         ---------         ---------      ---------
                                                                            (dollars in thousands)
<S>                                                 <C>               <C>               <C>               <C>            <C>
Statement of Operations Data:
Revenues ...................................        $ 153,224         $ 198,385         $ 215,203         $ 284,340      $ 493,636
Cost of sales ..............................          122,273           152,286            72,617           213,465        380,388
                                                    ---------         ---------         ---------         ---------      ---------
Gross profit ...............................           30,951            46,098            42,586            70,875        113,298
Selling, general and
administrative expenses ....................           17,181            26,953            29,388            34,934         57,497
                                                    ---------         ---------         ---------         ---------      ---------
Operating income ...........................           13,770            19,145            13,198            35,941         55,801
Interest expense and
other income, net ..........................              588            12,272            14,672            17,058         31,318
                                                    ---------         ---------         ---------         ---------      ---------
Net income (loss) before
extraordinary items ........................           13,182             6,873            (1,474)           18,883         24,483
                                                    ---------         ---------         ---------         ---------      ---------
Extraordinary items ........................               --                --                --             4,164             --
                                                    ---------         ---------         ---------         ---------      ---------
Net income (loss) ..........................        $ (13,182)        $   6,873         $  (1,474)        $  14,719      $  24,483
                                                    =========         =========         =========         =========      =========

Balance Sheet Data:
Cash and cash equivalents ..................        $     152         $     870         $   1,480         $   1,480      $     956
Working capital (deficiency) ...............          (18,413)          (20,892)          (48,748)           45,906         24,335
Total assets ...............................          199,201           230,517          (270,819)          406,331        546,658
Total debt .................................          123,376           143,690           176,394           233,069        327,055
Stockholder's equity .......................           26,984            33,858            33,644            98,222        122,705
</TABLE>



                                      -12-
<PAGE>


Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

     The following should be read in conjunction with Item 6, Selected Financial
Data and our consolidated financial statements and the related notes included
elsewhere in this report.

Overview

     We are an integrated manufacturer of tissue and uncoated freesheet paper
products, with a comprehensive product line that includes, finished tissue
products, such as towels, napkins and bath tissue, jumbo tissue rolls used in
the manufacture of finished tissue products and uncoated freesheet paper
products primarily for printing and publishing applications. We entered the
uncoated freesheet paper business through our acquisition of the Berlin-Gorham
Mills in July 1999. Our finished products are sold in the away-from-home and
at-home markets, and our jumbo tissue rolls are sold to other manufacturers of
finished tissue products. A substantial portion of our net sales are derived
from the manufacture and sale of finished tissue products, jumbo tissue rolls,
uncoated freesheet paper and virgin woodpulp. We also generate a small portion
of our net sales from the sale of converting equipment for the manufacture of
finished tissue products.

     We operate on an integrated company basis to maximize jumbo tissue roll
production at our lowest cost mills and to support and enhance our finished
tissue and uncoated freesheet paper business.

     In each of our last three fiscal years, we have experienced growth in net
sales of finished tissue products and jumbo tissue rolls. Shipments of premium
and value grades of tissue products remained strong through fiscal 2000 due to
our marketing efforts. Our at-home products experienced increased product
penetration, because we offered our existing customers a broader mix of tissue
products, including premium grades of bath and towel tissue. Our away-from-home
sales have experienced strong growth resulting from the addition to our product
line of products manufactured at our Neenah mill. The following is a summary of
our revenues for the fiscal years indicated (dollars in millions):

                                                  Fiscal Years
                                                Ended September 30,
                                        -----------------------------------
                                          1998          1999          2000
                                        -------       -------       -------

Paper products                          $ 208.3       $ 281.4       $ 484.7
Equipment sales and other                   6.9           2.9           8.9
                                        -------       -------       -------
Total revenues                          $ 215.2       $ 284.3       $ 493.6
                                        =======       =======       =======


                                      -13-
<PAGE>


     We and our corporate subsidiaries have elected S corporation status under
the Internal Revenue Code of 1986, as amended. Our limited liability company
subsidiaries are treated as partnerships for U.S. federal income tax and most
state income tax purposes. As a result, we and such subsidiaries are not subject
to U.S. federal income taxes and income taxes in a number of states.

Results of Operations


     The following table sets forth certain data as a percentage of our
revenues:

                                                         Fiscal Years
                                                      Ended September 30,
                                             ---------------------------------
                                              1998         1999          2000
                                             ------       ------        ------

Revenues .................................    100.0%       100.0%        100.0%
Cost of sales ............................     80.2        75.12          77.1
Gross profit .............................     19.8         24.9          22.9
Selling, general and
administrative expenses (1) ..............     13.7         12.3          11.6
Operating income .........................      6.1         12.6          11.3
Interest expense .........................      6.8          6.0           6.3
EBITDA (2) ...............................      8.4         17.4          14.8

----------

(1)  It is our policy to include freight expense in this category as a selling
     expense.

(2)  EBITDA is defined as operating income plus depreciation and amortization.
     Information regarding EBITDA is presented because management believes that
     some investors use EBITDA as one measure of an issuer's ability to service
     its debt. EBITDA should not be considered an alternative to, or more
     meaningful than, operating income, net income or cash flow as defined by
     generally accepted accounting principles or as an indicator of an issuer's
     operating performance. Furthermore, caution should be used in comparing
     EBITDA to similarly titled measures of other companies, as the definitions
     of these measures may vary.


                                      -14-
<PAGE>


Fiscal 2000 Compared to Fiscal 1999

     Revenues. Revenues are comprised of net sales of paper products (including
tissue and uncoated freesheet products), pulp, equipment sales and rental
income. Our revenues increased $209.3. million, or 73.6%, from $284.4 million in
fiscal 1999 to $493.6 million in the fiscal 2000. Our first full year of
operations of the Berlin-Gorham Mills accounted for $158.4 of the revenue
increase.

     Net sales of finished tissue products increased $43.0 million, or 25.0%,
from $172.2 million in fiscal 1999 to $215.2 million in fiscal 2000. This
increase resulted from price increases we implemented in the away-from-home and
at-home markets and increases in the number of cases sold in each market.

     Net sales of jumbo tissue rolls increased $2.0 million, or 2.9%, from $68.5
million in fiscal 1999 to $70.5 million in fiscal 2000. This increase resulted
from an increase in our production and sale of premium grades of jumbo tissue
rolls, offset by a reduction at our St. Helens, Oregon facility.

     Sales of uncoated freesheet paper products and woodpulp originate from the
Berlin-Gorham Mills, which we acquired on July 9, 1999. Net sales of uncoated
freesheet paper products were $137.7 million in fiscal 2000, our first full year
of operations of the Berlin-Gorham Mills. By way of contrast, net sales of these
products for the period July 9, 1999 through September 30, 1999 were $28.2
million. Net sales of uncoated freesheet paper products to or through Crown
Paper Co., pursuant to our sales and marketing agreements with it, were $114.9
million for fiscal 2000 and $27.5 million for the period July 9, 1999 through
September 30, 1999. Average net sales prices per ton were $813.00 and $862.00
per ton, respectively, in 1999 and 2000. This is reflective of both market
conditions and our product mix.

     Net sales of woodpulp were $61.4 for fiscal 2000. By way of contrast, net
sales of woodpulp for the period July 9, 1999 to September 30, 1999 were $12.5
million. Sales of woodpulp to Crown Paper Co., pursuant to our pulp purchasing
agreement with it, were $14.0 million for fiscal 2000 and $3.3 million for the
period July 9, 1999 to September 30, 2000. Average net sales prices per ton were
$406.00 and $510.00, respectively, in 1999 and 2000 due to rebounds in market
prices worldwide. See Item 1, Business - Recent Developments.

     Net sales of equipment increased $6.1 million, or 338.9% from $1.8 million
in fiscal 1999 to $7.9 million in fiscal 2000. Equipment sales continue to be
intermittent as a result of our recent entry into this business.

     Rental income decreased 0.1 million, or 9.1%, from $1.1 million in fiscal
1999 as compared to $1.0 million in fiscal 2000.

     Gross Profit. Our gross profit increased $42.4 million, or 59.8%, from
$70.9 million in fiscal 1999 to $113.3 million in fiscal 2000. Gross profit, as
a percentage of net sales, decreased from 24.9% in fiscal 1999 to 22.9% in
fiscal 2000. This decrease in gross profit, as a percentage of net sales,
resulted from higher energy and raw materials costs. Depreciation and
amortization increased $2.0 million, or 14.7%, from $13.6 million in fiscal 1999
to $15.6 million in fiscal 2000.

     Selling, General and Administrative Expenses. It is our policy to include
freight expense in this category as a selling expense. Freight expense increased
$8.6 million, or 55.1%, from $15.6 million in fiscal 1999 to $24.2 million in
fiscal 2000.This resulted from a 2.5% increase in the volume of finished tissue
products shipped in fiscal 2000. Selling, general and administrative


                                      -15-
<PAGE>


expenses, excluding freight, increased $13.9 million, or 71.6%, from $19.4
million in fiscal 1999 to $33.3 million in fiscal 2000. Selling, general and
administrative expenses, excluding freight, were 6.7%, as a percentage of net
sales, in both fiscal 1999 and fiscal 2000.

     Operating Income. Operating income increased $19.9 million, or 55.4%, from
$35.9 million in fiscal 1999 to $55.8 million in the fiscal 2000. Operating
income, as a percentage of net sales, was 11.3% for fiscal 2000, as compared to
12.6% for fiscal 1999. This decrease was due to the reasons stated above.

     Interest Expense. Interest expense increased $14.2 million, or 83.0%, from
$17.1 million in fiscal 1999 to $31.3 million in fiscal 2000. This increase was
due to acquisition financing, capital spending and higher working capital
requirements.

Fiscal 1999 Compared to Fiscal 1998

     Revenues. Revenues are comprised of net sales of paper products, pulp,
equipment sales and rental income. Our revenues increased $69.1 million, or
32.1%, from $215.2 million in fiscal 1998 to $284.3 million in the fiscal 1999.

     Net sales of finished tissue products increased $11.1 million, or 6.8%,
from $161.1 million in fiscal 1998 to $172.2 million in fiscal 1999. This
increase was due primarily to our strategy of increasing our sales efforts to
take advantage of competitor consolidation and the implementation of our new
private label sales program. During fiscal 1999, we were able to increase our
sales of at-home products, despite competitive pricing in this segment.


     Net sales of jumbo tissue rolls increased $21.3 million, or 45.1%, from
$47.2 million in fiscal 1998 to $68.5 million in fiscal 1999. We secured long
term contracts to sell jumbo tissue rolls to Kimberly-Clark, National Packaging
and Linters, focusing on premium and specialty grades of jumbo tissue rolls,
which resulted in stronger pricing and higher volume in fiscal 1999. Despite
decreases in the jumbo tissue roll pricing of certain of our competitors, such
as Great Lakes Tissue and City Forest, we believe that our average selling price
increased because of our mix of higher quality specialty grades of jumbo tissue
rolls which command higher selling prices.

     We generated net sales of uncoated freesheet paper products of $28.2
million for the period July 9, 1999 to September 30, 1999. Net sales of virgin
woodpulp were $12.5 million for the period July 9, 1999 to September 30, 1999.
Since we acquired the Berlin-Gorham Mills on July 9, 1999, we have no comparable
figures in our historical results. However, for comparison purposes, sales of
uncoated freesheet and virgin woodpulp for the three months ended September 28,
1998 for the Berlin-Gorham Mills as a business unit of Crown Paper Co., were
$28.9 million and $9.4 million, respectively.

     Net sales of equipment decreased $3.8 million, from $5.6 million in fiscal
1998 to $1.8 million in fiscal 1999. Equipment sales continue to be intermittent
as a result of our recent entry into this business.

     Rental income remained constant at $1.1 million in fiscal 1999 as compared
to $1.2 million in fiscal 1998.


                                      -16-
<PAGE>


     Gross Profit. Our gross profit increased $28.3 million, or 66.4%, from
$42.6 million in fiscal 1998 to $70.9 million in fiscal 1999. Gross profit, as a
percentage of net sales, increased from 19.8% in fiscal 1998 to 24.9% in fiscal
1999. This increase in gross profit, as a percentage of net sales, was a result
of higher sales and production volumes, lowering per unit costs and better
absorption of certain fixed costs. Depreciation and amortization increased $3.0
million, or 28.4%, from $10.6 million in fiscal 1998 to $13.6 million in fiscal
1999.

     Selling, General and Administrative Expenses. It is our policy to include
freight expense in this category as a selling expense. Freight expense increased
$2.3 million from $13.3 million in fiscal 1998 to $15.6 million in fiscal 1999.
Selling, general and administrative expenses, excluding freight, increased $3.2
million, or 20.2%, from $16.1 million in fiscal 1998 to $19.3 million in fiscal
1999. Selling, general and administrative expense, excluding freight, was 6.8%,
as a percentage of net sales, in fiscal 1999 as compared to 7.4% in fiscal 1998.
This percentage decrease was due to net sales increasing at a faster rate than
selling, general and administrative expenses, excluding freight, between fiscal
1998 and fiscal 1999 and our continuing efforts to reduce overhead.

     Operating Income. Operating income increased $22.7 million, or 172.3%, from
$13.2 million for fiscal 1998 to $35.9 million for the fiscal 1999. Operating
income, as a percentage of net sales, was 12.6% for fiscal 1999, as compared to
6.1% for fiscal 1998. This increase was due to the reasons stated above.

     Interest Expense. Interest expense increased $2.4 million, or 16.3%, from
$14.7 million for fiscal 1998 to $17.1 million for fiscal 1999. This increase
reflects higher short-term debt levels during fiscal 1999, as compared to fiscal
1998.

Liquidity and Capital Resources

     Historically, our growth has been financed through cash flow from
operations, borrowings under our bank credit facilities, the sale of our senior
secured notes in fiscal 1999 and other financings. In fiscal 2000, net cash used
in operating activities was $35.1 million, primarily due to increased inventory
levels commensurate with sales demand. Our capital expenditures were $20.2
million and $34.6 million in fiscal 1999 and 2000, respectively. We expect
capital expenditures for business maintenance and profit improvement projects to
be approximately $30.0 million in fiscal 2001. A substantial portion of our
capital expenditures have been for acquisitions and capacity growth and profit
improvement projects, such as our acquisition of the Berlin-Gorham Mills and the
construction and installation of converting assets at our Calexico, California
tissue converting facility in fiscal 1999. Our capital expenditures for the
fiscal 2000 included the rebuilding of our tissue machine in St. Helens, Oregon.
Additionally, during fiscal 2000, we purchased certain accounts receivable and
inventories in an aggregate amount of $16.8 million. For information as to other
financings used by us historically to finance our growth, see notes 9, 10 and 11
to of the notes to our consolidated financial statements included elsewhere
herein.

     As a result of our acquisition of the Berlin-Gorham Mills, our repayment of
outstanding indebtedness and the consummation of the related financing
transactions in fiscal 1999 and the increase in our revolving credit
indebtedness, as permitted by an increase in the amount of the commitment under
our revolving credit facility in fiscal 2000, we have a substantial amount of


                                      -17-
<PAGE>


indebtedness. At September 30, 2000, we had consolidated debt of approximately
$327.0 million, consisting of:

(1)  approximately $25.3 million of mortgage loans and other indebtedness;

(2)  approximately $141.6 million outstanding under our new revolving credit
     facility, exclusive of unused commitments of $3.4, subject to borrowing
     base limitations; and

(3)  $160.1 million outstanding under our 12 1/2% senior secured notes due 2006,
     net of unamortized original issue discount of approximately $4.9 million.

     Our primary capital requirements are for working capital, capital
expenditures and payments of interest expense. We expect capital expenditures
for business maintenance, including environmental expenditures and profit
improvement projects of approximately $30.0 million in fiscal 2001 and fiscal
2002. See "Environmental Matters" below, for information concerning anticipated
environmental expenditures.

     We believe, based on current levels of operations, anticipated internal
growth and price increases, anticipated reductions in capital expenditures and
cash flow from operations, together with other available sources of funds,
including the availability of borrowings under our revolving credit facility,
that our capital resources will be adequate for the foreseeable future to make
required payments of principal and interest on our indebtedness and to fund
anticipated capital expenditures and working capital requirements. Our ability
to meet our debt service obligations and reduce our total debt will be
dependent, however, upon our future performance, which, in turn, will be subject
to general economic conditions and to financial, business and other factors,
including factors beyond our control. A portion of our debt bears interest at
floating rates. Therefore, our financial condition is and will continue to be
affected by changes in prevailing interest rates.

     The following is a description of the terms of our consolidated debt:

     Senior Secured Notes

     On July 9, 1999, we sold in a private placement, $165.0 million face amount
of senior secured notes. After deduction of an original issue discount, we
received net proceeds of approximately $159.4 million. The senior secured notes
bear interest at the annual rate of 12 1/2%, payable every six months in cash on
January 15 and July 15, commencing January 15, 2000, and mature on July 15,
2006. The senior secured notes are fully and unconditionally guaranteed by all
of our domestic subsidiaries and such notes and guarantees are secured by

     o    a first priority lien on all of our paper mill plant and property,
          substantially all of the equipment, intellectual property and related
          general intangibles of our subsidiary guarantors and all of the stock
          and membership interests of each of our subsidiary guarantors; and

     o    second priority liens on, other real property, accounts receivable,
          inventory and related general intangibles of our subsidiary
          guarantors.


                                      -18-
<PAGE>



     The indenture governing the senior secured notes contains covenants that,
among other things, limit our ability and the ability of our subsidiaries, other
than those subsidiaries designated by us as receivables subsidiaries or
unrestricted subsidiaries as permitted by the indenture, to:

     o    pay dividends on, redeem or repurchase our capital stock;

     o    make specified loans and investments;

     o    incur additional indebtedness;

     o    permit payment or dividend restrictions on those of our subsidiaries
          that are not unrestricted subsidiaries;

     o    sell assets;

     o    create specified liens;

     o    engage in specified transactions with affiliates;

     o    consolidate, merge or sell all or substantially all of our assets and
          the assets of our subsidiaries; and

     o    prepay, redeem or purchase debt.

     The senior secured notes are redeemable by us in whole or in part after
July 15, 2004 at specified redemption prices. Up to 35% of these notes may be
redeemed by us at a redemption price of 113.25% of their face amount, together
with accrued interest unpaid thereon, before July 15, 2002 out of the cash
proceeds of a public offering of our common stock. Each holder of senior secured
notes can require us to repurchase his or its notes out of proceeds of sales of
our assets or upon the occurrence of a change of control event at a price of
101.0% of the face amount of his or its notes (100%, in case of an asset sale),
under the circumstances set forth in the indenture relating to their notes.

     Revolving Credit Facility

     General. In July 1999, we entered into a revolving credit and security
agreement with a group lenders and LaSalle Bank N. A., as agent for these
lenders, providing for a $100.0 million revolving credit commitment. We refer to
LaSalle Bank in its capacity as agent for these lenders, as the "Agent." This
agreement was amended in fiscal 2000 to increase the revolving credit commitment
to $145.0 million.

     Our revolving credit facility provides for the making of revolving credit
loans to, and the issuance of letters of credit on behalf of, one or more of our
subsidiaries that are parties to the revolving credit and security agreement,
subject to the following limitations:


                                      -19-
<PAGE>


     o    the aggregate amount of loans outstanding at any one time to any
          borrower will be limited to a maximum of the sum of:

          (1)  85% of the face amount of such borrower's accounts receivable
               assigned to, and accepted by, the lenders, plus

          (2)  75% of the lower of the cost or market value of such borrower's
               jumbo roll inventory assigned to, and accepted by, the lenders,
               plus

          (3)  65% of the lower of the cost or market value of such borrower's
               inventory (other than jumbo tissue rolls) assigned to, and
               accepted by the lenders, minus

          (4)  such reserves as the Agent may establish from time to time;

     o    the aggregate sum of all loans outstanding to all borrowers at any one
          time on the basis of the borrowers' eligible inventory may not exceed
          $90.0 million;

     o    the face amount of all issued and undrawn letters of credit may not
          exceed $15.0 million; and

     o    the aggregate amount of all loans and letters of credit may not exceed
          $145.0 million.

     Interest Rates. Borrowings under our revolving credit facility (including
amounts reimbursable following drawings under letters of credit) bear interest,
at our election, at an annual rate equal to either 30-, 60- or 90-day LIBOR plus
2.25% or the Agent's prime rate (as publicly announced from time to time). As of
September 30, 2000, borrowings under such facility bore interest at an effective
median rate of approximately 8.9% per annum.

     Prepayments. Borrowings under our credit facility may be prepaid by us at
any time without penalty.

     Covenants. The obligations of the lenders who are parties to the our
revolving credit facility to advance funds are subject to conditions customary
for facilities of similar size and nature. In addition, we and our subsidiaries
are subject to affirmative and negative covenants customarily contained in
agreements of this type, including, without limitation, covenants that restrict,
subject to specified exceptions:


                                      -20-
<PAGE>


     o    mergers, consolidations, assets sales or changes in capital structure;

     o    creation or acquisition of subsidiaries;

     o    purchase or redemption of our capital stock or declaration or payment
          of dividends or distributions on such capital stock;

     o    incurrence of additional indebtedness;

     o    investment activities;

     o    granting or incurrence of liens to secure other indebtedness (other
          than our senior secured notes);

     o    prepayment or modification of the terms of subordinated indebtedness;
          and

     o    engaging in transactions with affiliates.

     In addition, our revolving credit facility requires us to satisfy specified
financial covenants customary for facilities of similar size and nature and also
provides for customary events of default.

     Collateral. Our obligations under our revolving credit facility are secured
by a first priority lien on all of the accounts receivable, inventory, chattel
paper, instruments, investment property, documents, all related general
intangibles of the foregoing, other than any intellectual property collateral,
of those of our subsidiaries that are parties to our revolving credit facility
and all proceeds of the foregoing. In addition, our obligations under our
revolving credit facility are secured by a security interest that is junior to
that of the trustee for our senior secured notes on all of the collateral
securing such notes in which the trustee has a first priority security interest.

     Mortgage Loans and Other Indebtedness

     Some of our subsidiaries have entered into financing arrangements in
connection with the purchase of, or the construction of improvements on, real
property for our facilities, in the aggregate principal amount of approximately
$21.4 million as of September 30, 2000, as follows:


                                      -21-
<PAGE>


<TABLE>
<CAPTION>
                   Annual
   Principal      Interest
    Amount          Rate          Maturity             Lender                       Real Property Collateral
    ------          ----          --------             ------                       ------------------------
<S>                  <C>        <C>                    <C>                          <C>
$  284,000 (1)         --       September 30,          Community                    Converting/distribution facility
                                2004                   Redevelopment Agency         Calexico, CA

   166,000           3.00%      September 30,          Community                    Converting/distribution facility
                                2013                   Redevelopment Agency         Calexico, CA

 4,055,075           8.00       April 15, 2004         Bank United                  Converting/distribution facility,
                                                                                    Calexico, CA

 6,089,245           8.05       October 17, 2007       Bank United                  Converting/distribution facility,
                                                                                    Waterford, NY (3)

 2,648,828           7.75       January 1, 2008        Bank United                  Distribution center, Saratoga
                                                                                    Springs, NY

 7,384,003(2)        7.50       August 1, 2008         Roslyn Savings Bank          Distribution center, executive
                                                                                    offices and machine shop,
                                                                                    Hauppauge, NY and converting
                                                                                    facility, Coram, NY

   745,458           7.50%      November 1, 2008       Security Mutual Life         Distribution center, Halfmoon,
                                                       Insurance Company of         NY
                                                       New York
</TABLE>

----------

(1)  This is a reimbursement loan with the Community Redevelopment Agency of the
     City of Calexico, which by its terms will be forgiven five years after the
     filing of an employment report by our subsidiary, Calexico Tissue Company,
     stating that it has hired 100 employees.

(2)  This sum is a part of a larger mortgage loan of approximately $14.1 million
     at origination with respect to which three of our subsidiaries, Engineers
     Road, Gilpin Realty and Coram Realty, as well as an unconsolidated
     affiliate, Huntington, are obligors. The outstanding principal amount of
     additional indebtedness outstanding under the mortgage loan and
     attributable to Huntington as of September 30, 2000 was approximately $6.3
     million. See Item 12, Certain Relationships and Related Transactions.

(3)  This distribution center is held in the form of a leasehold estate granted
     by the Town of Waterford Industrial Development Agency and, upon the
     expiration of the related lease on January 1, 2009, will be reacquired in
     fee, for a nominal consideration.

     In addition, at September 30, 2000, we had outstanding indebtedness in the
principal amount of approximately $630,000 payable to Curtis Wright Flight
Systems. This indebtedness bears interest at an annual rate of 8.0% and matures
on August 1, 2006.

Environmental Matters

     Our operations are subject to comprehensive and frequently changing
federal, state and local environmental laws and regulations, including laws and
regulations governing emissions of air pollutants, discharges of waste water and
storm water, storage, treatment and disposal of


                                      -22-
<PAGE>


materials and waste, remediation of air, soil, surface water and ground water
contamination, and liability for damages to natural resources. Compliance with
these laws and regulations is an increasingly important factor in our business.
We will continue to incur capital and operating expenditures in order to
maintain compliance with applicable federal, state and local environmental laws
and regulations and to meet new regulatory requirements.

     We are subject to strict, and under certain circumstances, joint and
several, liability for the investigation and remediation of environmental
contamination (including contamination caused by other parties) at properties
that we own or operate and at properties where we or our predecessors have
arranged for the disposal of regulated materials. As a result, we are involved
from time to time in administrative and judicial proceedings and inquiries
relating to environmental matters. We may be involved in additional proceedings
in the future and the total amount of such future costs and other environmental
liabilities may be material.

     In 1998, the U.S. Environmental Protection Agency issued final rules known
as the "Cluster Rules" affecting pulp industry discharges of gaseous emissions.
The Cluster Rules apply to pulping from the initial feedstock of wood and
certain bleaching processes. The Cluster Rules require changes in the pulping,
bleaching and/or air emission processes presently used in some U.S. pulp mills,
including the Berlin-Gorham Mills.

     Based on our understanding of the Cluster Rules, after consultation with
independent environmental consultants, we estimate that approximately $17.4
million of capital expenditures, within a range of plus or minus approximately
10%, may be required to comply with the Cluster Rules, over the next two to
three years. Environmental capital spending for fiscal 2000 was $ 2.5 million
and included spending for compliance with the Cluster Rules. We currently
estimate that for our fiscal year ending September 30, 2001, our total
expenditures for environmental compliance, including Cluster Rule compliance,
will be approximately $15.4 million. There are risks and uncertainties
associated with these estimates that could cause total capital expenditures and
the timing of such expenditures to be materially different from current
estimates, including changes in technology, interpretation of the rules by
government agencies that may be substantially different from management's
interpretation or other matters. The EPA has also proposed additional
requirements for the pulp and paper industry, which, if and when adopted, may
require additional material expenditure.

     The Berlin-Gorham Mills have been in operation for many years and, over
such time, Crown Paper and other prior operators at the Berlin-Gorham Mills have
generated and disposed of wastes which are or may be considered hazardous.
Included among the waste materials generated by past operations are contaminants
left in the vicinity of a former chemical plant on the northern portion of the
Berlin pulp mill property. The procedures required to remediate the affected
areas and thereafter to monitor such areas as required by current regulations
are currently estimated to cost a maximum of $4.5 million, which amount Crown
Paper had agreed to pay. Since Crown Paper Co. is a debtor-in-possession in a
case under Chapter 11 of the U.S. Bankruptcy Code, there is considerable doubt
as to whether it will pay any part of these costs. In which case, unless we can
recover the cost of remediation from prior owners of the Berlin pulp mill
property, we would be required to pay the entire cost of this remediation
without recourse. See Item 1, Business - Recent Developments.


                                      -23-
<PAGE>


     The discovery of previously unknown contamination of property underlying,
or in the vicinity of, the Berlin-Gorham Mills could require us to incur
material unforeseen expenses for which we may not have any recourse against
Crown Paper or other prior operators. Occurrences of any of these events could
have a material adverse effect on our financial condition.

     The Berlin-Gorham Mills have systems which process and treat large amounts
of wastewater primarily generated by their operations. Due to aging of the
treatment systems and to the evolution of mill operations, it is anticipated
that the related treatment systems and equipment will require replacement and/or
upgrading. In addition, there is evidence that effluent in connection with the
wastewater treatment processes has, over time, resulted in accumulations of
sediment and other buildup in adjacent lagoons and watercourses. It is
anticipated that changes in the applicable processes and the related technology
and equipment may be necessary in the future both to remediate such buildups and
to accommodate expansion of mill production schedules. The foregoing changes may
require additional capital expenditures.

Inflation and Cyclicality

     Although we cannot accurately anticipate the effect of inflation on our
operations, we do not believe that inflation has had, or is likely in the
foreseeable future to have, a material impact on our results of operations.

     The markets for the tissue and uncoated freesheet paper products produced
by us are characterized by periods of supply and demand imbalance, with supply
being added in large blocks and demand fluctuating with changes in industry
capacity, economic conditions (including in the case of our uncoated freesheet
paper products, the overall level of domestic economic activity) and competitive
conditions (including, in the case of our uncoated freesheet paper products,
intensified competition from overseas producers responding to favorable exchange
rate fluctuations and/or unfavorable overseas market conditions). All of such
conditions are beyond our control.

Seasonality

     Historically, our net sales have been somewhat stronger during our third
and fourth fiscal quarters, due to increased seasonal usage by consumers in our
at-home tissue business and inventory and usage patterns in our away-from-home
tissue business.

Factors That May Affect Results

     The risks and uncertainties described below are not the only ones facing
us. Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also impair our operations. If any of the
following risks actually occur, our business, financial condition and results of
operations could be materially and adversely affected.


                                      -24-
<PAGE>


We Are A Highly Leveraged Company.

     We have a high level of debt. As of September 30, 2000, we had
approximately $327.0 million of indebtedness outstanding, excluding unused
commitments of approximately $3.4 million under our revolving credit facility.

     Our significant indebtedness could have important consequences. For
example, it could:

     o    require us to dedicate a substantial portion of our cash flow from
          operations to make payments of principal and interest on our
          indebtedness. Our failure to generate sufficient cash flow to make
          required payments could result in a default under such indebtedness,
          including under our senior secured notes; and

     o    limit, among other things, our ability to borrow additional funds and
          comply with the financial covenants relating to our existing
          indebtedness. Our failure to comply with these covenants could result
          in an event of default under our new revolving credit facility and
          also trigger an event of default under the indenture relating to our
          senior secured notes with the possible consequences described below.

     Our ability to satisfy our obligations as to such indebtedness will depend
upon our future performance which, in turn, will be subject to management,
financial, business, regulatory and other factors affecting our business and
operations. Many of such factors are not within our control. We believe, based
on our current level of operations, that we will have sufficient capital to
carry on our business and to meet our scheduled debt service requirements. We
cannot assure you, however, that future cash flow will be sufficient to meet our
obligations and commitments. If we are unable to generate sufficient cash flow
to meet our debt obligations we may be required to:

     o    reduce or delay capital expenditures;

     o    restructure or refinance all or a portion of such indebtedness,
          including indebtedness under our senior secured notes and our
          revolving credit facility; or

     o    sell assets or obtain additional financing.

     We may not be able to implement any of these strategies on satisfactory
terms or on a timely basis, if at all. If we cannot satisfy our obligations
related to such indebtedness, substantially all of our long-term indebtedness,
including our senior secured notes, could be in default and could be declared
immediately due and payable. If the maturity of our indebtedness is accelerated,
secured creditors may seek to enforce their security interests or liens in the
particular assets securing indebtedness, which might require us to commence a
case under the federal bankruptcy laws. Any such bankruptcy case could
substantially delay the efforts of the trustee under the indenture relating to
our senior secured notes to liquidate the collateral securing such notes and may
reduce the amount that might otherwise be realizable by the trustee upon a sale
of the collateral securing these notes. To avoid a default, we may need waivers
from third parties, which may not be granted.



                                      -25-
<PAGE>


We May Incur Additional Indebtedness To Finance Capital Expenditures, Which
Would Increase The Risks Associated With Our Highly Leveraged Position.

     We may need to incur additional indebtedness to finance capital
expenditures at the Berlin-Gorham Mills and at our other facilities and to
fulfill our long-term business strategies. Under the terms of the indentures
governing our senior secured notes and the terms of our revolving credit
facility, we and our subsidiaries may incur additional debt, subject to
limitations set forth in the indenture and the credit agreement relating to such
revolving credit facility. If we incur additional indebtedness, the risks
associated with our highly leveraged condition will increase.


We May Not Be Able To Provide You With Financial Statements When We Are Required
To Do So.

     In years prior to fiscal 1999, we have not always completed our annual
audited and quarterly unaudited financial statements in a timely manner because
of deficiencies in our management information systems and accounting systems. In
January 1999, we entered into an agreement with General Electric Capital
Corporation relating to our then existing credit facility with that lender which
(1) waived defaults under covenants relating to maintenance of required fixed
charge ratios, the incurrence of debt and the timely delivery of financial
statements, reports and notices and (2) amended financial covenants. We also
obtained a waiver from LaSalle National Bank of the default under our then
existing revolving credit facility with that lender triggered by the default
under the credit facility with GECC.

     To remedy deficiencies in our management information systems and accounting
systems, we have restructured our financial and accounting department. As part
of the restructuring, we:

     o    hired a new Chief Financial Officer, a Vice President of Finance and a
          Corporate Controller;

     o    we engaged consultants who assisted us in the installation new
          management information systems; and

     o    installed a fully integrated, updated version of our accounting
          software.

     We believe that the changes implemented to date have been helpful in
managing our operations.

     It is our intention to deliver financial statements and file reports as
required by law, the indenture governing our senior secured notes and our
revolving credit facility. However, we cannot assure you that we will be able to
continue to comply with such requirements, that a delay in delivering our
financial statements will not occur and that such delay will not have a material
adverse effect on our business, financial condition and results of operations.

We May Not Be Able To Finance A Change Of Control Offer.

     Upon the occurrence of various change of control events, the holders of the
our senior secured notes may require us to repurchase all of their outstanding
notes. However, it is possible



                                      -26-
<PAGE>


that we will not have sufficient funds at the time of such change of control or
that restrictions under our revolving credit facility or our other debt
agreements will not allow such repurchases. Moreover, under our revolving credit
facility, various change of control events are events of default giving the
lenders thereunder the right to accelerate the maturity of borrowings
thereunder. We cannot assure you that we will be able to obtain the necessary
consents from the lenders under our revolving credit facility to permit us to
repurchase our senior secured notes pursuant to a change of control offer or to
repay or refinance all of the indebtedness under our revolving credit facility.
If we fail to make a change of control offer or pay the required repurchase
price when due, an event of default under our senior secured notes will occur.

Our Debt Agreements Contain Operating Restrictions And Financial Restrictions
Covenants Which May Adversely Affect Our Operations And The Breach Of Which
Could Have A Material Adverse Effect On Our Ability To Service Our Outstanding
Indebtedness.

     The operating and financial covenants under our existing debt agreements,
including our revolving credit facility and the indenture governing our senior
secured notes, and financing agreements we may enter into in the future, may
adversely affect our ability to finance future operations or working capital or
to engage in other business activities. Specifically, our existing debt
agreements require that we maintain specific financial ratios and restrict our
ability to, among other things:

     o    make specified loans and investments;

     o    incur additional indebtedness;

     o    permit payment or dividend restrictions on our subsidiaries that are
          not unrestricted subsidiaries;

     o    sell assets;

     o    enter into sale and leaseback transactions;

     o    create specified liens;

     o    engage in specified transactions with affiliates;

     o    consolidate, merge or sell all or substantially all of our assets and
          the assets of our subsidiaries; and

     o    prepay, redeem or purchase debt.

     Compliance with such operating and financial covenants may adversely affect
our ability to finance future operations or engage in other business activities.
A breach of any of the covenants in our existing debt agreements or in any
future agreement could cause a default under our revolving credit facility,
other current or future debt, and/or or our senior secured notes. As a result of
such a default, a significant portion of our indebtedness could be declared
immediately due and payable. We are not certain whether we would have, or be
able to obtain, sufficient



                                      -27-
<PAGE>


funds to make such accelerated payments, including payments on our senior
secured notes.

We Are Subject To Cyclical Industry Conditions Which May Have A Material Adverse
Effect On Our Business, Financial Condition and Operating Results.

Tissue and Uncoated Freesheet Paper Products. The markets for our tissue and
uncoated freesheet paper products are characterized by periods of supply and
demand imbalance, with supply being added in large blocks and demand fluctuating
with:

     o    changes in industry capacity;

     o    changes in economic conditions, including in the overall level of
          domestic economic activity; and

     o    competitive conditions, including, in the case of our uncoated
          freesheet paper products, intensified competition from overseas
          producers responding to favorable exchange rate fluctuations and/or
          unfavorable overseas market conditions.

     Other factors may increase the cyclical nature of our industry, including:

     o    the substantial capital investment and high fixed costs required to
          manufacture tissue and other paper products and convert tissue
          products; and

     o    the significant costs associated with reductions in manufacturing
          capacity.

     Because of high fixed costs, we and other manufacturers strive to maintain
high levels of usage of such manufacturing capacity, referred to in the industry
as "operating rates," to cover such fixed costs. Relatively small changes in
operating rates due to changes in domestic demand, capacity, levels of imports
or other circumstances may significantly affect prices. Substantially all of
such conditions and beyond are control.

     Adverse changes in such conditions could have a material adverse effect on
our ability to maintain sales and pricing levels. Prices for our products may
fluctuate substantially in the future. A significant downturn in these prices
could have a material adverse effect on our business, financial condition and
results of operations.

Raw Materials. Woodpulp, chemicals, recycled paper pulp and waste paper are the
principal raw materials used in the manufacture of our tissue and uncoated
freesheet paper products. These materials are purchased in highly competitive,
price-sensitive markets. While we anticipate that woodpulp produced by the pulp
mill at the Berlin-Gorham Mills should be sufficient to satisfy our requirements
for woodpulp for our uncoated freesheet paper operations and a significant
portion of our tissue operations, the cost of recycled pulp and chemicals have
historically exhibited price and demand cyclicality similar to the cycles for
paper products. In addition, increased demand for paper and wood products has
resulted in greater demand for raw materials, which has recently translated into
higher raw material prices for the paper industry. Historically, price increases
for our paper products have lagged behind increases in raw material costs.


                                      -28-
<PAGE>


     Wood fiber is the principal raw material used in the production of pulp at
the Berlin-Gorham Mills. In connection with our acquisition of the Berlin-Gorham
Mills, we have effectively become a party to various long-term supply contracts
with suppliers of wood fiber located in close proximity to the Berlin-Gorham
Mills. If for any reason such agreements are terminated by such suppliers, we
would also be subject to the cyclicality of the wood fiber market. The supply
and price of wood fiber is dependent upon a variety of factors, including
environmental and conservation regulations, natural disasters and weather, over
which we have no control. We can not assure you that we will not have difficulty
obtaining wood fiber in economic proximity to the Berlin-Gorham Mills.

     We cannot assure you that prices for any of these raw materials will
fluctuate in a similar cycle to our tissue and other paper products or that all
or any part of such increased costs can be passed along to consumers of our
products or in a timely manner. Our inability to pass along such costs to our
customers or in a timely manner could have a material adverse effect on our
results of operations and financial condition.

We May Be Unable To Implement Our Development And Acquisition Strategy.

     Our ability to successfully implement our growth strategy is subject to a
variety of risks, including changes in the competitive climate in which we
operate and our ability to obtain financing in a timely manner at reasonable
costs and on terms and conditions acceptable to us. We cannot assure you that
any capital investment program will take place as planned or that our plan to
expand products and services will generate positive cash flows or result in
profits.

     Our capital investment program involves strategic acquisitions of
under-performing and under-utilized facilities. We cannot assure you that we
will be able to turn around any facilities that we may acquire.

     Our ability to integrate acquired businesses may be affected by a number of
factors, including the ability of our existing management and systems
infrastructure to absorb the increased operations, the response of competition
and general economic conditions, many of which are not within our control.
Acquisitions may also substantially increase our indebtedness and obligations to
make payments of interest and principal in respect of such indebtedness. While
growth through acquisitions is part of our capital investment program, we cannot
assure you that:

     o    suitable acquisitions will be available to us on acceptable terms;

     o    financing for future acquisitions will be available on acceptable
          terms, or on any terms at all;

     o    future acquisitions will be advantageous to us; or

     o    the anticipated benefits of such acquisitions will occur.


                                      -29-
<PAGE>


We Operate In A Highly Competitive Industry.

Tissue Products. The North American tissue industry is highly competitive. We
believe that competition is based principally on price, although product quality
and customer service are often determining factors in the choice of a supplier.
Our competitors include Kimberly-Clark, Procter & Gamble and Georgia-Pacific.
Based on estimates from the American Forest and Paper Association, for the year
ended December 31, 1999, Georgia Pacific's share of the North American market
(giving effect to its combination with Fort James) was approximately 43.5%;
Kimberly-Clark's share was approximately 18.8%; Proctor & Gamble's share was
approximately 16.7%; and our share was approximately 6.0%. Some of our
competitors are lower cost producers of tissue products. Additionally, many of
our competitors are large vertically integrated companies that are more strongly
capitalized than we are. Any of the foregoing factors may enable such
competitors to be able to withstand periods of declining prices and adverse
operating conditions in the tissue industry.

Uncoated Freesheet Papers. We compete principally in the
printing/writing/publishing sector of the market for uncoated freesheet paper in
North America, primarily with U.S. and Canadian paper producers. We also compete
with overseas producers. Our principal U.S. and Canadian competitors in this
segment of the market include International Paper, Georgia-Pacific, Domtar and
Williamette Industries. Based on estimates from the American Forest and Paper
Association, for the year ended December 31, 1999, International Paper's share
of this market was approximately 28.2%; Georgia Pacific's share was
approximately 13.6%; Domtar's share was approximately 7.9%; Williamette's share
was approximately 8.8%; and our share would have been, based solely upon the
production capacity of our Gorham, New Hampshire paper mill, less than 1.0%.

     Similar to the tissue market, we compete primarily on the basis of price,
although quality and service are often the determining factors in the choice of
a supplier. In addition, we are competing with integrated and non-integrated
producers of paper products. We believe we are a fully-integrated manufacturer.
Fully-integrated manufacturers, i.e., those whose requirements for pulp or other
fiber are met fully from their internal sources, may have competitive advantages
relative to those that are not fully-integrated manufacturers in periods of
relatively high prices for raw materials, in that the former are able to ensure
a steady source of such raw materials at costs that may be lower than prices in
the prevailing market. However, competitors which are less integrated than we
are may have certain cost advantages in periods of relatively low pulp prices in
that they may be able to purchase pulp at prices lower than our production
costs. Moreover, some of our competitors are lower-cost producers than we are
and certain of our competitors have greater financial resources than we have. In
addition, many end-users of printing and publishing papers in recent years have
responded to changing economic conditions and paper prices by substituting less
expensive paper grades for use in their products, and this tendency may benefit
some of our competitors which produce lower priced paper products.

We cannot assure you that we will be able to successfully compete in the tissue
or uncoated freesheet papers industry or that increased competition will not
have a material adverse effect on our business, financial condition and results
of operations.



                                      -30-
<PAGE>


Our Operations Are Subject To Comprehensive Environmental Regulation And Involve
Expenditures Which May Be Material In Relation To Our Operating Cash Flow.

     o    Our operations are subject to comprehensive and frequently changing
          federal, state and local environmental laws and regulations, including
          laws and regulations governing:

     o    emissions of air pollutants and discharges of waste water and storm
          water, including final rules known as the "Cluster Rules" issued by
          the U.S. Environmental Protection Agency, which require changes in
          pulp manufacturing operations at the Berlin-Gorham Mills;

     o    storage, treatment and disposal of hazardous materials and waste; and

     o    liability for damages to natural resources.

Compliance with these laws and regulations is an increasingly important factor
in our business.

     We will continue to incur capital and operating expenditures, which
expenditures may be material in relation to our cash flow from operations, to
comply with applicable federal, state and local environmental laws and
regulations and to meet new regulatory requirements.

     There are risks and uncertainties associated with the capital expenditure
estimates set forth under Item 1, Business-Recent Developments and Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Environmental Matters, which could cause total capital expenditures
and the timing of capital expenditures to be materially different from current
estimates, including changes in technology and interpretations of the
environmental laws and regulations by government agencies that are substantially
different from our interpretations or other matters. The EPA has also proposed
additional requirements for the pulp and paper industry, which, if and when
adopted, may require additional material expenditures.

     We are subject to strict, and under specific circumstances, joint and
several, liability for the investigation and remediation of the contamination of
the air, soil, surface and ground water, including contamination caused by other
parties, at properties that we own or operate and at properties where we or our
predecessors have arranged for the disposal of regulated materials. As a result,
we are involved from time to time in administrative and judicial proceedings and
inquiries relating to environmental matters. We cannot assure you that we will
not be involved in additional proceedings in the future and that the total
amount of future costs and other environmental liabilities will not be material.
See Item 1, Business-Recent Developments.

     We cannot predict what environmental legislation or regulations will be
enacted in the future, how existing or future laws or regulations will be
administered or interpreted or what environmental conditions may be found to
exist. Enactment of more stringent laws or regulations, or more strict
interpretation or enforcement of existing laws and regulations, could require us
to make additional expenditures, some or all of which could be material.

We Are Dependent On Our Key Personnel.

     We are dependent on the retention of, and continued performance by, our
senior managers, including Mr. Mehdi Gabayzadeh, our President and Chief
Executive Officer, and Mr. Nicholas T. Galante, III, one of our Executive Vice
Presidents and President and Chief Executive Officer of our subsidiary, Pulp &
Paper of America LLC, which operates the Berlin-Gorham


                                      -31-
<PAGE>


Mills. We believe that the loss of the services of either Mr. Gabayzadeh or Mr.
Galante could have a material adverse effect on us. We do not have employment
contracts with any of our senior managers.

We Are Controlled By A Few Of Our Parent's Stockholders.

     Mr. Nourollah Elghanayan, our Chairman of the Board, and members of Mr.
Elghanayan's family, and Mr. Mehdi Gabayzadeh, our President and Chief Executive
Officer, and trusts for the benefit of various members of Mr. Gabayzadeh's
family, collectively, indirectly beneficially own 100% of the outstanding shares
of our common stock, without giving effect to any warrants to purchase common
stock of our direct parent. As a result, Messrs. Elghanayan and Gabayzadeh and
their respective family members or trusts control, and are expected to continue
to control, our management, policies and financing decisions and, collectively,
have the power to elect a majority of the members of our board of directors and
control the vote on any matter requiring the approval of our stockholders,
including the adoption of amendments to our certificate of incorporation and
approval of mergers or the sale of all or a substantial part of our assets. As a
result, circumstances could arise in which the interests of these stockholders
could conflict with the interests of the holders of our senior secured notes. In
addition, these stockholders may have an interest in pursuing acquisitions,
divestitures or other transactions that, in their judgement, could enhance their
equity investment, even though such transactions might involve risks to the
holders of our senior secured notes. See Item 12, Security Ownership of Certain
Beneficial Owners and Management.

     Additionally, affiliates of the initial purchaser of our senior secured
notes currently hold warrants to purchase up to approximately 4.0% of the common
stock of Middle American Tissue, our direct parent, and the right to appoint one
member of our board of directors.

Some of Our Stockholders and Companies Controlled By Them Are Significantly
Indebted To Some of Our Subsidiaries Without Any Fixed Obligation To Pay
Interest Or Repay Such Debt.

     In fiscal 1999 and prior fiscal years, there were a significant number of
transactions among our stockholders and companies controlled by them that are
not part of our holding company structure and our subsidiaries. As a result of
some of these transactions, as of September 30, 2000, our stockholders and their
affiliated companies owed our subsidiaries an aggregate of approximately $23.9
million. This indebtedness does not bear interest and has no fixed maturity.
Accordingly, we are not being compensated for the use of such money by these
affiliated companies. Moreover, there is a risk that we or our creditors,
including the trustee under the indenture relating to the American Tissue notes,
will not be able to legally require these affiliated companies, or to require
our stockholders to cause these affiliated companies, to repay such indebtedness
to us at a time when we might require such funds in the operation of our
business or to reduce or repay our indebtedness to third parties. See Item 13,
Certain Relationships and Related Transactions.

We Are Dependent On The Continuing Operations Of Our Manufacturing Facilities.

     Our revenues depend on the continuing operations of our paper mills and
converting facilities. The operations of such facilities involve many risks,
including:


                                      -32-
<PAGE>


     o    the breakdown, failure or substandard performance of equipment;

     o    power outages;

     o    the improper installation or operation of equipment;

     o    natural disasters; and

     o    the need to comply with directives of governmental agencies.

     The occurrence of material operational problems could have a material
adverse effect on our business, financial condition and results of operations.

     Additionally, under our agreement with Boise Cascade, they operate, for our
account, a tissue machine we purchased from them, which is located on property
that we lease from them at their mill facility in St. Helens, Oregon. Under this
agreement, Boise Cascade makes available to us for purchase woodpulp produced at
their adjacent pulp mill and uses such pulp in their operation of our tissue
machine. This agreement expires on December 31, 2022. A default by Boise Cascade
or the early termination of our agreement with Boise Cascade could have a
material adverse effect on our business, financial condition and results of
operations.

Forward Looking Statements

     The information in this discussion and elsewhere in this report contains
forward-looking statements. Such statements are based upon current expectations
that involve risks and uncertainties. Any statements contained herein that are
not statements of historical facts may be deemed to be forward-looking
statements. For example, words such as, "may," "will," "should," "estimates,"
"predicts," "potential," "continue," "strategy," "believes," "anticipates,"
"plans," "expects," "intends," and similar expressions are intended to identify
forward-looking statements. Our actual results and the timing of certain events
may differ significantly from the results discussed in the forward-looking
statement. Factors that might cause or contribute to such a discrepancy include,
but are not limited to, those discussed herein under the heading "Factors That
May Affect Results" and the risks discussed in our other filings with the
Securities and Exchange Commission. These forward-looking statements speak only
as of the date hereof.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     We are exposed to market risks, which include changes in U.S. interest
rates and commodity prices. We do not engage in financial transactions for
trading or speculative purposes.

Interest Rate Risk

     Borrowings under our revolving credit facility bear interest at the Agent's
prime rate or LIBOR plus 225 points per annum. As of September 30, 2000, we had
outstanding debt of approximately $141.7 million under our revolving credit
facility. We analyze our exposure to changes in market interest rates by
performing sensitivity analysis. If market interest rates were to change by
0.25%, the change in our earnings would be approximately $0.2 million. We do not
use derivative financial instruments to hedge our interest rate risk. All of our
other debt instruments bear interest at fixed rates for the duration of those
instruments.


                                      -33-
<PAGE>


Commodity Prices

     We are exposed to fluctuation in market prices for raw materials and energy
related to our manufacturing operations, for which we are generally able to pass
increases through to customers subject to timing and the degree to which such
increases can be passed on. We manage our exposure to changes in these prices
primarily through the terms of our supply and procurement contracts, which
provide for market-based pricing and do not contain derivative elements. This
exposure can be material to us. We do not utilize derivative instruments to
manage exposure to these risks.

Foreign Currency Risks

     We have minimal sales outside of the United States. Therefore, we have only
minimal exposure to foreign currency exchange risks. We do not hedge against
foreign currency risks and believe that foreign currency exchange risk is
immaterial.


                                      -34-
<PAGE>


Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          Index to Financial Statements
<TABLE>
<CAPTION>
                                                                                                               Page
<S>                                                                                                             <C>
Report of Independent Public Accountants ....................................................................   F-1
Consolidated Balance Sheets as of September 30, 2000 and 1999 ...............................................   F-2
Consolidated Statements of Operations and Comprehensive Income for the years ended September 30, 2000,
      1999 and 1998 .........................................................................................   F-3
Consolidated Statements of Stockholder's Equity at September 30, 2000,1999 and 1998 .........................   F-4
Consolidated Statements of Cash Flows for the Years ended September 30, 2000,
      1999 and 1998 .........................................................................................   F-5
Notes to Consolidated Financial Statements ..................................................................   F-7
Report of Independent Public Accountants on Schedule ........................................................  F-24
Schedule II (Valuation and Qualifying Accounts) .............................................................  F-25
</TABLE>


<PAGE>


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholder of American Tissue Inc.:

We have audited the accompanying consolidated balance sheets of American Tissue
Inc. (a Delaware corporation) and subsidiaries (the "Company") as of September
30, 2000 and 1999, and the related consolidated statements of operations and
comprehensive income, stockholder's equity and cash flows for each of the three
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 financial statements referred to above present fairly, in
all material respects, the financial position of American Tissue Inc. and
subsidiaries as of September 30, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
September 30, 2000 in conformity with accounting principles generally accepted
in the United States.



                                        /s/ ARTHUR ANDERSEN LLP


Melville, New York
December 29, 2000

                                      F-1

<PAGE>


AMERICAN TISSUE INC.

CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share amounts)


<TABLE>
<CAPTION>

                                                                                                     September 30,
                                                                                                -----------------------
                                           ASSETS                                                  2000           1999
                                           ------                                               --------       --------

CURRENT ASSETS:
<S>                                                                                             <C>            <C>
   Cash and cash equivalents                                                                    $    956       $  1,806
   Accounts receivable, net of allowance for doubtful accounts of $3,500 and $613,
     respectively                                                                                 84,109         52,555

   Inventories (Note 5)                                                                          162,556         94,664
   Equipment held for sale                                                                           749          7,825
   Prepaid expenses and other current assets                                                       4,534          3,866
                                                                                                --------       --------

              Total current assets                                                               252,904        160,716

PROPERTY, PLANT AND EQUIPMENT, net (Note 6)                                                      245,912        212,530
DUE FROM RELATED PARTIES (Note 12)                                                                33,591         24,209
DEFERRED COSTS, net                                                                               10,463          9,876
OTHER ASSETS                                                                                       3,788            155
                                                                                                --------       --------

                   Total assets                                                                 $546,658       $407,486
                                                                                                ========       ========


                           LIABILITIES AND STOCKHOLDER'S EQUITY
                           ------------------------------------
CURRENT LIABILITIES:
   Notes payable (Note 8)                                                                       $141,657       $ 50,054
   Current portion of long-term debt and capital lease obligations(Notes 10 and 11)                1,788          1,206
   Accounts payable                                                                               54,260         42,043
   Accrued expenses (Note 7)                                                                      19,355         18,437
   Due to related parties (Note 12)                                                               11,509          4,225
                                                                                                --------       --------

              Total current liabilities                                                          228,569        115,965

SENIOR SECURED NOTES PAYABLE (Note 9)                                                            160,102        159,562
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS (Notes 10 and 11)                                    23,508         22,247
OTHER LONG TERM LIABILITIES                                                                       11,774         11,490
                                                                                                --------       --------

              Total liabilities                                                                  423,953        309,264
                                                                                                --------       --------

COMMITMENTS AND CONTINGENCIES (Note 14)

STOCKHOLDER'S EQUITY (Note 1):
   Common stock, no par value; 200 shares authorized,
      200 shares issued and outstanding                                                            1,605          1,605
   Additional paid-in capital                                                                     57,125         57,125
   Retained earnings                                                                              63,975         39,492
                                                                                                --------       --------
                   Total stockholder's equity                                                    122,705         98,222
                                                                                                --------       --------
                   Total liabilities and stockholder's equity                                   $546,658       $407,486
                                                                                                ========       ========
</TABLE>


The accompanying notes are an integral part of these consolidated balance
sheets.

                                      F-2

<PAGE>

AMERICAN TISSUE INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(dollars in thousands)

<TABLE>
<CAPTION>


                                                                                         Year Ended September 30,
                                                                              ---------------------------------------------
                                                                                  2000             1999              1998
                                                                              ---------         ---------         ---------

<S>                                                                           <C>               <C>               <C>
REVENUES                                                                      $ 493,636         $ 284,340         $ 215,203
COST OF SALES                                                                   380,338           213,465           172,617
                                                                              ---------         ---------         ---------

                  Gross profit                                                  113,298            70,875            42,586
                                                                              ---------         ---------         ---------

OPERATING EXPENSES:
   Selling                                                                       41,619            24,592            20,373
   General and administrative                                                    15,878            10,342             9,015
                                                                              ---------         ---------         ---------
                                                                                 57,497            34,934            29,388
                                                                              ---------         ---------         ---------

                  Operating income                                               55,801            35,941            13,198
                                                                              ---------         ---------         ---------

INTEREST EXPENSE:
   Interest forgiven by related party (Note 12)                                    --                 990             1,260
   Other interest expense                                                        31,318            16,068            13,412
                                                                              ---------         ---------         ---------
                                                                                 31,318            17,058            14,672
                                                                              ---------         ---------         ---------
Net income (loss) before extraordinary item                                      24,483            18,883            (1,474)

EXTRAORDINARY ITEM:
   Loss on early extinguishment of debt (Note 15)                                  --               4,164              --
                                                                              ---------         ---------         ---------

NET INCOME (LOSS)                                                             $  24,483         $  14,719         $  (1,474)
                                                                              =========         =========         =========

                                                                                                                  ---------
COMPREHENSIVE INCOME:
   Net income (loss)                                                             24,483            14,719            (1,474)
                                                                              ---------         ---------         ---------


                          Total comprehensive income (loss)                   $  24,483         $  14,719         $  (1,474)
                                                                              =========         =========         =========

</TABLE>



The accompanying notes are an integral part of these consolidated statements.

                                      F-3

<PAGE>

AMERICAN TISSUE INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(dollars in thousands)


<TABLE>
<CAPTION>


                                                                    Commom Stock           Additional
                                                              -----------------------        Paid-in        Retained
                                                               Shares          Amount        Capital        Earnings        Total
                                                              --------       --------       --------        --------       --------
<S>                                                                <C>       <C>            <C>             <C>            <C>
Balance at September 30, 1997                                      200       $  1,605       $  6,006        $ 26,247       $ 33,858

   Interest forgiven by related party (Note 12)                   --             --            1,260            --            1,260
   Net loss                                                       --             --              --           (1,474)        (1,474)
                                                              --------       --------       --------        --------       --------

Balance at September 30, 1998                                      200          1,605          7,266          24,773         33,644

   Interest forgiven by related party (Note 12)                   --             --              990            --              990
   Capital contribution (Note 12)                                 --             --           24,450            --           24,450
   Transfer of related party debt (Note 12)                       --             --           24,419            --           24,419
   Net income                                                     --             --             --            14,719         14,719
                                                              --------       --------       --------        --------       --------

Balance at September 30, 1999                                      200          1,605         57,125          39,492         98,222

   Net income                                                     --             --             --            24,483         24,483
                                                              --------       --------       --------        --------       --------

Balance at September 30, 2000                                      200       $  1,605       $ 57,125        $ 63,975       $122,705
                                                              ========       ========       ========        ========       ========

</TABLE>


The accompanying notes are an integral part of these consolidated statements.

                                      F-4

<PAGE>


AMERICAN TISSUE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
<TABLE>
<CAPTION>

                                                                                                     Year Ended September 30,
                                                                                              -------------------------------------
                                                                                                  2000         1999         1998
                                                                                              ---------     ---------     ---------
<S>                                                                                           <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                                          $  24,483     $  14,719     $  (1,474)
   Adjustments to reconcile net income (loss) to net cash (used in)
     provided by operating activities:
   Depreciation and amortization                                                                 17,989        13,586        10,585
   Non-cash portion of loss on early extinguishment of debt                                        --           1,314          --
   Provision for bad debts                                                                        2,928           915           560
   Forgiveness of interest                                                                         --             990         1,260
   Changes in operating assets and liabilities:
     Accounts receivable                                                                        (25,912)      (19,021)       (4,323)
     Inventories                                                                                (59,672)      (24,781)           (2)
     Equipment held for sale                                                                      7,076        (7,432)        1,575
     Prepaid expenses and other current assets                                                     (668)         (994)          748
     Other assets                                                                                (3,633)          (29)           26
     Accounts payable, accrued expenses and other long-term liabilities                           2,272        (1,301)        8,082
                                                                                              ---------     ---------     ---------
              Net cash (used in) provided by operating activities                               (35,137)      (22,034)       17,037
                                                                                              ---------     ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of Berlin-Gorham Mills (Note 3)                                                     --         (45,000)         --
   Purchases of accounts receivable and inventories (Note 3)                                    (16,790)
   Capital expenditures                                                                         (34,641)      (20,168)      (27,566)
                                                                                              ---------     ---------     ---------
              Net cash used in investing activities                                             (51,431)      (65,168)      (27,566)
                                                                                              ---------     ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from senior secured notes                                                              --         159,446          --
   Capital contribution                                                                            --          24,450          --
   Net borrowings (payments) on revolving lines of credit                                        91,603       (16,263)       16,944
   Proceeds from notes payable                                                                     --            --           3,195
   Proceeds from long-term debt and capital leases                                                  176         9,191        18,891
   Principal payments on notes payable                                                             --            --          (1,102)
   Principal payments on long-term debt and capital leases                                       (1,566)      (77,074)      (18,414)
   Increase in deferred costs                                                                    (2,397)       (9,503)       (2,297)
   Advances and repayments to related parties, net                                               (2,098)       (2,719)       (6,078)
                                                                                              ---------     ---------     ---------
              Net cash provided by financing activities                                          85,718        87,528        11,139
                                                                                              ---------     ---------     ---------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                               (850)          326           610

CASH AND CASH EQUIVALENTS, beginning of period                                                    1,806         1,480           870
                                                                                              ---------     ---------     ---------

CASH AND CASH EQUIVALENTS, end of period                                                      $     956     $   1,806     $   1,480
                                                                                              =========     =========     =========

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid                                                                              $  26,828     $  16,068     $  13,574
                                                                                              =========     =========     =========
   Non-cash financing transactions relating to capital lease obligations
     entered into                                                                             $   3,233     $   4,002     $  10,453
                                                                                              =========     =========     =========

</TABLE>

The accompanying notes are an integral part of these consolidated statements.

                                      F-5

<PAGE>

AMERICAN TISSUE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)


1.   BUSINESS AND ORGANIZATION

Organization and Development of Business

American Tissue Inc. (the "Company" or "ATI"), a Delaware corporation, is a
wholly-owned subsidiary of Middle American Tissue Inc. ("MATI"). MATI is a
wholly-owned subsidiary of Super American Tissue Inc. ("SATI"). The Company was
formed in 1998 and is the parent of various entities that were previously owned
by, and were under the common management and control of, the same stockholders.
In October 1998, the stockholders of the affiliated entities transferred their
ownership interests in those entities to the Company in exchange for 200 shares
of ATI common stock. In July 1999, the Company's stockholders transferred their
ownership in the Company to SATI, its ultimate parent, in exchange for SATI
common stock. SATI subsequently formed MATI and transferred its ownership in the
Company to MATI in exchange for MATI common stock.

Description of Business

The Company is engaged in the manufacture of jumbo rolls of tissue from recycled
fibers and virgin wood pulp, the manufacture of uncoated freesheet printing and
writing paper products and conversion of jumbo rolls of tissue into finished
tissue products. The Company is also actively involved in the acquisition,
refurbishment and subsequent resale of tissue converting equipment.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. All intercompany transactions and accounts have
been eliminated in the consolidated financial statements.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash

Cash consists of cash on deposit with various banks as of September 30, 2000 and
1999, and approximates fair value on the face of the financial statements.


Accounts Receivable and Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of
credit risk consist principally of accounts receivable from sales in the
ordinary course of business. The Company performs ongoing credit evaluations of
its customers' financial condition and respective payment history. Credit losses
have historically been consistent with management's expectations. The Company
periodically reviews its accounts receivable for potential doubtful accounts and
maintains reserves for estimated uncollectible amounts. Write-offs are recorded
when the Company completes it analysis and negotiates the write-off with its
customers. The Company records a provision for estimated uncollectible accounts
relative to current period sales, in consideration of both historical and
expected collection experience.


Inventories

Inventories are valued at the lower of cost (first-in, first-out method) or
market. In determing the value of its inventories, the Company reviews the
components for potential impairment as a result of obsolescence or damaged
items.

                                      F-6

<PAGE>


AMERICAN TISSUE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)


Equipment Held for Sale

Equipment held for sale consists of equipment purchased by the Company with the
intent of resale. This equipment is not used in the Company's operations and,
accordingly, is not subject to depreciation. The assets are carried at the lower
of cost or their net realizable value.


Property, Plant and Equipment

Property, plant and equipment are stated at cost, net of accumulated
depreciation and amortization. Depreciation is computed principally on the
straight-line method over the following estimated useful lives of the related
assets:

         Buildings and building improvements               30 - 39.5 years
         Machinery and equipment                           5 - 20 years
         Leasehold improvements                    lesser of useful life or term
                                                           of the lease

Landfill Closure and Post-Closure Costs

The Company accrues for estimated landfill closure and post-closure costs over
the periods that benefit from the use of the landfill. Management regularly
reviews the adequacy of cost estimates and adjusts the accrued amounts as
necessary.


Deferred Costs

Deferred costs primarily represent loan origination and refinancing costs that
are being amortized over the term of the respective debt instrument.
Amortization expense on deferred costs was approximately $1,810 and $1,461 for
the years ended September 30, 2000 and 1999, respectively.


Long-Lived Assets

Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of," requires that long-lived assets be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of the assets in
question may not be recoverable. The Company groups its long-lived assets
according to asset class for machinery and equipment and by location for
facilities for the purpose of assessing potential impairment. Impairment is
measured based upon a comparison of the expected future cash flows to the
carrying amount of asset groupings. Any impairment charges are measured using
discounted cash flows related to the assets that have been assessed as impaired.
No impairment adjustment was required during any of the three years in the
period ended September 30, 2000.


Fair Value of Financial Instruments

The Company complies with the provisions of SFAS No. 107, "Disclosure about Fair
Value of Financial Instruments," which requires the Company to utilize methods
and assumptions that estimate the fair value of the following classes of
financial instruments, as follows:

     Current Assets and Current Liabilities: The carrying amount of cash,
     current receivables and payables approximate their fair value.

     Long-Term Debt: The fair value of long-term debt, including the current
     portion, was estimated using a discounted cash flow analysis, based on
     assumed incremental borrowing rates for similar types of borrowing
     arrangements. The carrying amounts of variable and fixed rate debt at
     September 30, 2000 and 1999 approximate fair value.

                                      F-7

<PAGE>

AMERICAN TISSUE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)



Revenue Recognition

Revenue is comprised of paper product sales including shipping charges,
equipment sales with freight and delivery charges and rental income from
unrelated third parties. Revenue is recognized upon shipment of our products to
our customers, net of product returns and allowances. Revenue on sales of
equipment is recorded when the equipment has been delivered to and accepted by
the customer. Rental income is recognized in accordance with SFAS No. 13.
Reference is made Note 4 for information about revenues from the Company's
reportable operating segments.

Related Party Transactions

The Company's stockholders also own, manage and control other entities in
similar lines of business that are not included in the accompanying consolidated
financial statements. Any amounts due to or from such entities are recorded as
due to related parties or due from related parties, respectively (Note 12).

Comprehensive Income

The Company complies with the provisions of SFAS No. 130, "Reporting
Comprehensive Income" which requires companies to report all changes in equity
during a period, except those resulting from investments by owners and
distributions to owners, for the period in which they are recognized.
Comprehensive income is the total of net income and all other nonowner changes
in equity (or other comprehensive income) such as unrealized gains or losses on
securities classified as available-for-sale, foreign currency translation
adjustments and minimum pension liability adjustments. Comprehensive and other
comprehensive income must be reported on the face of the annual financial
statements. The Company's operations did not give rise to any items includable
in comprehensive income that were not already included in net income.

Derivative Instruments

In June 1998, the Financial Accounting Standards Board, ("FASB") issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." This
statement establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. SFAS No. 133 will become effective for
the Company as of October 1, 2000. The Company currently does not use
free-standing derivative instruments or engage in hedging activities, nor are
there embedded derivative instruments that must be recognized and, accordingly,
the adoption of this statement will not have an impact on its consolidated
financial statements.

Income Taxes

The beneficial holders of the Company's common stock have elected to be taxed
under the provisions of Sub-chapter S of the Internal Revenue Code of 1986
(corporations subject to Subchapter S of the Internal Revenue Code are referred
to as "S corporations"). Prior to the transfer of ownership discussed in Note 1,
the Company's subsidiaries were treated as either S corporations or limited
liability companies treated as partnerships under the Internal Revenue Code.
Accordingly, our stockholders include their respective shares of the Company's
net income in their individual income tax returns. The amount of corporate level
minimum taxes and taxes based on income imposed by state and local authorities
is not material.

Shipping and Handling Revenues and Costs

In July 2000, the Emerging Issues Task force ("EITF") reached a consensus with
respect to EITF issue No. 00-10, "Accounting for Shipping and Handling Revenues
and Costs." The purpose of this issue discussion was to clarify the
classification of shipping and handling revenues and costs. The consensus
reached was that all shipping and handling billed to customers is revenue. The
EITF did not reach consensus on the classification of the costs. The Company has
historically classified shipping and handling billed to customers as revenue
and, accordingly, there was no impact to the historical consolidated statements
of operations upon adoption. Additionally, the Company classifies shipping and
handling costs within selling and marketing expenses in the consolidated
statements of operations. These costs consist principally of freight expense
incurred upon shipping products to customers. The amounts of shipping and
handling expenses included in selling and marketing expenses were approximately
$24,200, $15,600 and $13,300, for the years ended September 30, 2000, 1999, and
1998, respectively.

Recently Issued Accounting Pronouncements

There are no recently issued accounting pronouncements that will have an impact
on the Company's consolidated financial position or results of operations in a
future period. The Company has adopted, when required, all new pronouncements
that impact the Company and has disclosed the impact, if any, in these notes to
the consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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.

Reclassifications

Certain prior-year financial statement amounts have been reclassified to conform
to the current year's presentation.

                                      F-8

<PAGE>


AMERICAN TISSUE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)


3.   ACQUISITIONS

Berlin-Gorham Mills

On July 9, 1999, the Company acquired certain assets and assumed certain
liabilities of a pulp mill and a paper mill located in Berlin and Gorham, New
Hampshire, from Crown Paper Co., ("Crown") a wholly-owned subsidiary of Crown
Vantage Inc. The total consideration paid for the net assets acquired was
$45,000. The following summarizes the assets acquired and liabilities assumed on
July 9, 1999:

Assets acquired:
    Property, plant and equipment                            $40,981
    Inventories                                               17,895
                                                             -------
                                                             $58,876
                                                             =======
Liabilities assumed:
    Post-retirement medical benefit obligations              $ 9,119
    Landfill closure reserves                                  2,123
    Employee benefit and other costs                           2,634
                                                             -------
                                                             $13,876
                                                             -------
                                                             $45,000
                                                             =======

Inventories purchased consisted of substantially all pulp and related chemicals
and materials necessary for the manufacture of wood pulp on hand as of the
closing date, finished and in-process uncoated freesheet paper as well all
machinery, spare parts and equipment. The value of the facilities and equipment
acquired was determined using the fair market values estimated by independent
appraisers, which amount was adjusted to reflect the amount by which the fair
value exceeded the acquisition consideration for inventories net of liabilities
assumed. As part of the purchase agreement, the Company assumed the liability
for post-retirement medical benefits of the employees at the facilities, as well
as other employee benefits. The Company also assumed responsibility for the
landfill closure and monitoring activities to be completed on certain property
that was acquired (Note 14).

The Company's consolidated results of operations for fiscal 1999 include the
operations of the acquired mills, conducted through Pulp & Paper of America LLC,
from July 9, 1999 through September 30, 1999. The Company's pro forma
consolidated results of operations for the full fiscal years ended September 30,
1999 and 1998, had the acquisition occurred at the beginning of each fiscal
year, would have been:

                                                         September 30,
                                                 ------------------------------
                                                      1999            1998
                                                 ------------    --------------

     Pro forma revenues                            $ 419,506       $ 389,385
     Pro forma income (loss) before
       extraordinary items                           (83,246)         (8,993)
     Pro forma net income (loss)                     (87,410)         (8,993)

Other Transactions

During the fiscal year ended September 30, 2000, certain of the Company's
affiliates entered into asset acquisition transactions with unrelated parties.
Under the agreements with these parties, the Company's affiliates designated a
subsidiary of the Company to purchase certain assets, comprised of accounts
receivable and inventories, from these unrelated third parties. The total
consideration paid by the subsidiary in connection with these transactions was
$16,790. Of this amount, $11,290 was paid for specific receivables and
inventories from CST/Star Products, Inc. that comprised the Company's "forms"
business. $5,500 was paid for receivables and inventories acquired from Global
Tissue LLC that have been integrated into the Company's tissue products
business. These amounts approximated the fair value of the assets on the
transaction dates, based upon a preliminary purchase price allocation. The
Company's consolidated results for the year ended September 30, 2000 include the
results of sales activities from the transaction dates through September 30,
2000, and the consolidated balance sheet at September 30, 2000 includes the
remaining asset amounts. Reference is made to Note 17, wherein the subsequent
transaction relating to the sale of the remaining "forms" business assets to an
affiliate of the Company is discussed.

4.   SEGMENT REPORTING

The Company currently has two reportable operating segments: tissue products and
uncoated freesheet paper products.

Tissue products consist of manufactured jumbo rolls of tissue that are used
internally as well as sold to other manufacturers of finished tissue products,
and finished tissue products, such as bath tissue, paper towels, napkins and
facial tissue, which are converted from jumbo tissue rolls and sold in both
commercial, ("away-from-home") and consumer ("at-home") markets.

Uncoated freesheet paper products are comprised of finished paper products used
in printing, publishing and writing applications, which are sold in commercial
and consumer markets. Additionally, this segment includes the manufacture of
virgin woodpulp, which is used internally in the production of finished paper
products as well as sold to other paper manufacturers.

                                      F-9

<PAGE>


AMERICAN TISSUE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)



The accounting policies of the segments are substantially the same as those
described in the summary of significant accounting policies. Management does not
allocate certain costs, comprised of senior management compensation and other
corporate expenses such as legal and accounting fees, to either of its
reportable segments. Accordingly, the results of the segments on a stand-alone
basis will differ from the amounts herein. The Company evaluates performance
based on profit or loss from operations before interest and depreciation and
amortization, and has accordingly presented this amount in connection with the
operating profit or loss including depreciation and amortization.

The "other" nonreportable segment is comprised principally of the refurbishment
and subsequent resale of tissue converting equipment. There are no sales
transactions between the reportable segments. The Company has a diverse customer
base, principally in the United States, with a nominal amount of sales to
customers in Canada and Mexico. Additionally, no single customer accounted for
more than 10% of total sales in any year during the three years ending September
30, 2000. The Company's assets are principally located in the United States,
except for an immaterial amount of inventory and property and equipment
maintained in Canada and Mexico.

Information on the operations of the Company's reportable segments are as
follows:

<TABLE>
<CAPTION>

                                                           Tissue       Uncoated
                       2000                               Products      Freesheet        Other         Combined
                       ----                               --------      ---------       --------       --------
<S>                                                       <C>            <C>            <C>            <C>
        Net sales to unaffiliated customers               $285,749       $198,983       $  8,904       $493,636
        Operating profit (loss)                             16,586         33,893          5,322         55,801
        Depreciation and amortization                       14,267          2,367            606         17,240
        Operating profit (loss) before depreciation
        and amortization                                    30,853         36,260          5,928         73,041
        Capital expenditures                                23,480         11,109             52         34,641
        Acquisitions                                         5,500         11,290             --         16,790
        Assets                                            $396,278       $110,506       $ 39,874       $546,658


<CAPTION>

                                                           Tissue       Uncoated
                       1999                               Products      Freesheet        Other         Combined
                       ----                               --------      ---------       --------       --------
<S>                                                       <C>             <C>            <C>           <C>
        Net sales to unaffiliated customers               $240,684        $40,695        $ 2,961       $284,340
        Operating profit (loss)                             24,393         10,330          1,218         35,941
        Depreciation and amortization                       11,693          1,241            652         13,586
        Operating profit (loss) before depreciation
        and amortization                                    36,086         11,571          1,870         49,527
        Capital expenditures                                17,244          2,924             --         20,168
        Acquisitions                                         8,831         50,045             --         58,876
        Assets                                            $305,513        $72,785        $29,188       $407,486
</TABLE>

Prior to July 9, 1999, the Company operated only in one segment, tissue
products. Accordingly, no additional segment disclosure is required for the
fiscal year ending September 30, 1998.

Reconciliation of Segment Reporting Profits to Combined Net Income


                                                      Year Ended September 30,
                                                   -----------------------------
                                                        2000            1999
                                                   ------------    ------------
       Total operating income                      $     55,801    $     35,941
       Interest expense                                  31,318          17,058
                                                   ------------    ------------
       Income (loss) before extraordinary item           24,483          18,883
       Extraordinary item                                    --           4,164
                                                   ------------    ------------

       Net income (loss)                           $     24,483    $     14,719
                                                   ============    ============


                                      F-10
<PAGE>


AMERICAN TISSUE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)




5.   INVENTORIES


Inventories, at cost, consist of the following:


                                                              September 30,
                                                              -------------
                                                          2000            1999
                                                         --------       --------
Raw materials                                            $ 67,832       $ 40,295
Work-in-process                                               733          1,026
Finished goods                                             72,634         50,180
Supplies inventory                                         21,357          3,163
                                                         --------       --------

            Total inventories, at cost                   $162,556       $ 94,664
                                                         ========       ========



6.   PROPERTY, PLANT AND EQUIPMENT, net

Property, plant and equipment, net, consist of the following:

                                                              September 30,
                                                              -------------
                                                          2000           1999
                                                         --------      --------

Machinery and equipment                                 $ 247,483     $ 191,689
Buildings and building improvements                        28,946        27,295
Leasehold improvements                                      5,720         4,825
Land                                                        5,985         5,193
                                                        ---------     ---------
                                                          288,134       229,002
Less: accumulated depreciation and
        amortization                                      (56,117)      (42,677)
                                                        ---------     ---------
                                                          232,017       186,325
Add:  construction in progress                             13,895        26,205
                                                        ---------     ---------
         Total property, plant and
            equipment, net                              $ 245,912     $ 212,530
                                                        =========     =========

Depreciation and amortization expense on property, plant and equipment was
approximately $15,639 and $12,009 during the years ended September 30, 2000 and
1999, respectively. Included in the costs of property, plant and equipment is
capitalized interest relating to funding required for various construction and
development projects. Capitalized interest was approximately $1,100 and $966 for
the years ended September 30, 2000 and 1999, respectively.


7.   ACCRUED EXPENSES


Accrued expenses consist of the following:

                                                              September 30,
                                                              -------------
                                                          2000            1999
                                                         --------       --------
Compensation and benefits                                $ 7,640         $ 8,333
Promotion and incentives                                     278             873
Accrued interest payable                                   4,676           5,241
Other                                                      6,761           3,990
                                                         -------         -------
          Total accrued expenses                         $19,355         $18,437
                                                         =======         =======

                                      F-11

<PAGE>


AMERICAN TISSUE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)



8.   NOTES PAYABLE


The Company and its subsidiaries are parties to loan and security agreements
with LaSalle Bank National Association ("LaSalle") and other participating
lenders whereby the Company and its subsidiaries may borrow up to an aggregate
of $145,000 based, in part, on certain levels of accounts receivable and
inventory, with borrowings against inventory limited to $90,000. Interest on
borrowings is payable monthly and is charged at the bank's prime rate or LIBOR
plus 225 basis points per annum, which amounts were 8.9% and 7.6% at September
30, 2000 and 1999, respectively. At September 30, 2000 and 1999, total
borrowings under this facility were $141,657 and $50,054, respectively.
Borrowings are collateralized by the Company's accounts receivable, inventory,
and other tangible and intangible assets, and are guaranteed by the principal
beneficial holders of our common stock. The agreement expires on July 8, 2004
and can be renewed on an annual basis thereafter. This agreement requires, among
other things, the maintenance of certain financial covenants including minimum
tangible net worth, EBITDA, leverage ratio, interest coverage, and the level of
capital expenditures, each as defined in the agreement. At September 30, 2000
and 1999, the Company was in compliance with these covenants.


9.   SENIOR SECURED NOTES PAYABLE


On July 9, 1999, the Company sold $165,000 aggregate principal amount of its
12 1/2% senior secured notes due 2006 (the "Notes") in a private placement which
were resold to "qualified institutional buyers" in reliance on Rule 144A under
the Securities Act of 1933. After deduction of an original issue discount, the
Company received net proceeds of $159,446 from the sale of the Notes, excluding
expenses. At September 30, 2000, the amount of the unamortized discount on the
Notes was $4,898.

Repayment of the Notes is guaranteed by all of the Company's subsidiaries and
are secured by first priority liens on, among other things, all of the paper
mill plant and property, substantially all of the equipment, intellectual
property and related general intangibles of the Company's subsidiaries and all
of the stock and membership interests of each of the Company's subsidiaries. In
addition, the Notes are secured by second priority liens on, among other things,
certain other real property, accounts receivable, inventory and related general
intangibles of the Company's subsidiaries. The subsidiaries' guarantees are full
and unconditional and joint and several.


10.  LONG-TERM DEBT


Long-term debt consists of the following:

                                                              September 30,
                                                         -----------------------
                                                           2000           1999
                                                         --------       --------

Curtiss-Wright Flight Systems/Shelby, Inc.(a)            $    630      $    709
Mortgage loans payable (b)                                 21,041        21,304
Community Redevelopment Agency of Calexico (c)                450           450
                                                         --------      --------
                                                           22,121        22,463

Less: current portion of long-term debt                      (657)         (648)
                                                         --------      --------
                                                         $ 21,464      $ 21,815
                                                         ========      ========


(a)  On July 29, 1996, the Company entered into a term loan with Curtiss-Wright
     Flight Systems/Shelby, Inc. ("Curtiss-Wright") in order to borrow funds for
     certain renovations to our New Jersey distribution center (the
     "Distribution Center"). The Company leases the Distribution Center from
     Curtiss-Wright. The principal balance outstanding on this term loan is
     being amortized through August 1, 2006 at a fixed interest rate of 8% per
     annum and is subordinated to our debt to LaSalle Bank National Association
     (Note 8).

(b)  Mortgage loans payable consist of several mortgage loans from various
     lenders on certain properties owned by the Company and its subsidiaries. In
     December 1999, the Company entered into a $4,500 construction loan facility
     to finance the construction of two buildings for its Calexico operations.
     As of September 30, 2000, $176 was drawn and outstanding. The loan bears
     interest at LIBOR plus 260 basis points (9.2% at September 30, 2000). The
     loan was originally due in December 2000, however, the Company exercised
     its option under the agreement to extend the maturity to December 2002.
     During the fiscal year ended September 30, 1999, the Company obtained an
     additional mortgage loan on the property owned by Grand LLC in the amount
     of $800, bearing interest at a rate of 7.5% per annum and requiring a
     balloon payment at maturity on November 1, 2008. Additionally, in fiscal
     1999, the

                                      F-12

<PAGE>


AMERICAN TISSUE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)



     Company refinanced its existing $3,000 mortgage loan on its Calexico
     facility by obtaining a $4,000 mortgage with another bank, bearing interest
     at a rate of 8% per annum and maturing on June 1, 2004. The mortgage loans
     outstanding as of September 30, 2000 had per annum interest rates ranging
     from 7.5% to 8.05%. Reference is made to the schedule below wherein the
     annual principal maturities of these loans are included.

(c)  The loans from the Community Redevelopment Agency of the City of Calexico
     were in the principal amounts of $166 and $284 and were obtained to finance
     certain construction at the Calexico facility. The promissory note
     evidencing the $166 obligation is amortized on a quarterly basis over a 15
     year period and bears interest at a rate of 3% per annum. The $284
     reimbursement loan is due in 2004, however, this loan may be forgiven as of
     the fifth year of the loan (2002) provided that the Company provides
     certain documentation to the lender demonstrating that the Company employs
     at least 100 "Qualified Employees," as defined in the loan agreement, for a
     minimum period of five years. The reimbursement loan is non-interest
     bearing, subject to certain provisions that may require interest in the
     event of a default by us, as defined in the relevant agreement.


As of September 30, 2000, annual principal maturities of long-term debt are as
follows:

     Year Ending September 30,

            2001                                                $    657
            2002                                                     711
            2003                                                     945
            2004                                                   1,280
            2005                                                     898
            Thereafter                                            17,630
                                                                --------
            Total                                               $ 22,121
                                                                ========


11.  CAPITAL LEASE AND FINANCING OBLIGATIONS:


Capital lease and financing obligations require future minimum payments as
follows at September 30, 2000:

     Year Ending September 30,

            2001                                                $  1,131
            2002                                                     907
            2003                                                     790
            2004                                                     790
            2005                                                      84
            Less: portion attributable to interest                  (527)
                                                                --------
            Present value of capital lease and financing
             obligations at  September 30, 2000                 $  3,175
                                                                ========

These instruments are collateralized by the specific machinery and equipment
covered under each obligation. The balances of assets leased and financed are as
follows:

                                                   September 30,
                                            ----------------------------
                                                2000             1999
                                            -----------       ----------

        Gross assets                        $    5,201        $   1,943
        Accumulated depreciation                (1,948)          (1,132)
                                            -----------       ----------
               Net book value               $    3,253        $     811
                                            ==========        =========

Amortization relating to these assets has been included in the amounts reported
in Note 6.

                                      F-13

<PAGE>


AMERICAN TISSUE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)




12.  RELATED PARTY TRANSACTIONS


Amounts due from and due to related parties consist of the following:

                              Due from Related Parties   Due to Related Parties
                              ------------------------   ----------------------
                                     September 30,            September 30,
                             -------------------------  -----------------------
                                2000            1999       2000          1999
                             ---------       ---------  ---------     ---------
Affiliated entities          $  32,425       $  22,096  $   8,439     $   1,155
Stockholders                     1,166           2,113      3,070         3,070
                             ---------       ---------  ---------     ---------
                             $  33,591       $  24,209  $  11,509     $   4,225
                             =========       =========  =========     =========


The receivables from affiliated entities have arisen in the normal course of
business, primarily from the funding provided by companies in the consolidated
group to other entities owned by the stockholders of SATI. These receivables
have no definite repayment date. Amounts due from stockholders primarily
represent loans made to certain of our stockholders. The loans have no stated
rates of interest and have no definite repayment date. Additionally, the Company
regularly purchases from and sells to affiliates in the normal course of
business at market prices at the time of each transaction. These amounts are
settled in the normal course of business.

Amounts due to related parties consist of prior interest accrued through
September 30, 1999, amounts owed to a stockholder of SATI, and other amounts
owed to affiliated entities in connection with the various purchase and leasing
transactions discussed below. The prior accrued interest liability owed to
SATI's stockholder was not transferred to SATI in connection with the July 9,
1999 transaction described below and is payable on demand. Interest subsequent
to September 30, 1997 was forgiven by the stockholder through July 9, 1999, at
which time, all amounts owed to the stockholder were transferred to and assumed
by SATI, and accordingly, all interest from July 9, 1999 forward is being
accrued by SATI. The Company recorded imputed charges related to the interest
forgiven by the stockholder as capital contributions during the fiscal year
ended September 30, 1998 and for the period from October 1, 1998 through July 9,
1999, based upon the Company's then borrowing rates.

In connection with the transactions discussed in Notes 3 and 9, substantially
all amounts owed to affiliates and stockholders as of July 9, 1999, were
transferred to, and assumed by SATI. The following represents the average
amounts due from, and owed to, unconsolidated affiliates and stockholders, which
are non-interest bearing, during the years ended September 30, 2000 and 1999:

                                              2000             1999
                                           -----------       -----------
Due from:
   Affiliated entities                     $  27,260         $  20,063
   Stockholders                            $   1,403         $   1,640

Due to:
   Affiliated entities                     $   4,797         $   3,373
   Stockholders                            $   3,070         $   3,070

Interest expense on the outstanding borrowings from the stockholders and their
immediate families approximated $1,052 for the period from October 1, 1998
through July 8, 1999 and $1,390 for the fiscal year ended September 30, 1998 and
include the interest imputed on certain debt as described above.

A subsidiary of the Company purchases corrugating medium, a material used to
manufacture corrugated containers, and core stock from American Kraft Mills of
Tennessee LLC at market prices. The Company's purchases of corrugating medium
and core stock from American Kraft Mills of Tennessee LLC were $392, $2,356, and
$242 for the years ended September 30, 2000, 1999 and 1998, respectively.

                                      F-14

<PAGE>


AMERICAN TISSUE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)



Under an agreement dated December 12, 1994, American Tissue Corporation,
reimburses American Tissue Mills de Mexico for all operating expenses, including
payroll costs, incurred by American Tissue Mills de Mexico for converting jumbo
tissue rolls supplied by the Company into finished tissue products at our
converting facility in Mexicali, Mexico. The Company also pays American Tissue
Mills de Mexico a fee equal to 5.0% of such operating expenses, net of any
losses resulting from currency fluctuations. The Company reimbursed American
Tissue Mills de Mexico $4,145, $2,544 and $2,021 of operating expenses for the
years ended September 30, 2000, 1999 and 1998, respectively and paid American
Tissue Mills de Mexico $1,116, $1,318, and $972 in converting fees for the years
ended September 30, 2000, 1999 and 1998, respectively.

During the years ended September 30, 2000, 1999 and 1998, the Company paid fees
of $140, $120, and $120, respectively to an entity which one of the Company's
executive vice presidents is the sole stockholder.

A subsidiary of the Company has guaranteed the payment and performance by
American Forms LLC, as tenant, under a lease dated as of July 1, 2000 of a
warehouse facility located in Plano, Texas expiring June 30, 2020. The current
annual rent under this lease is approximately $396 and increases from time to
time to a maximum of approximately $695. In addition, the tenant pays as
additional rent to Plano Realty all taxes, insurance and maintenance costs of
this facility. The subsidiary made payments of $66 on behalf of the tenant
during the year ended September 30, 2000.

A subsidiary of the Company has entered into a production sales agreement with
American Tissue Mills of Maine LLC dated in May 2000 under which the subsidiary
agrees to purchase at current market prices, as reasonably determined by the
subsidiary, all of the output of the paper mill operated by American Tissue
Mills of Maine LLC in Augusta, Maine that American Tissue Mills of Maine LLC is
unable to sell to third parties. This agreement has an initial term of 10 years,
subject to automatic renewal for additional 10 year terms if neither party
elects to terminate within 30 days after the initial term or any renewal term.
The Company has paid an aggregate of $4,300 under this agreement in fiscal 2000.
Additionally, the Company advanced this affiliate, a deposit of $3,336, which
amount will be applied to future purchases of inventory. This amount has been
classified within non-current other assets at September 30, 2000, in the
accompanying consolidated balance sheets.

A subsidiary of the Company entered into a sales representation contract dated
February 1, 2000 with American Paper Mills of Vermont, Inc., ("APMV") whereby
the subsidiary is responsible for the marketing and sales of all paper products
produced by APMV. The subsidiary has the credit risk (del credere
responsibility) for all sales unless otherwise agreed to by the parties. The
subsidiary remits to APMV the sales price net of a 2% fee retained by the
subsidiary. The total fees earned for the year ended September 30, 2000 were
$417. The term of the contract is for three years with an automatic annual
renewal unless terminated by either party by 60 days advance written notice.

Certain of the Company's subsidiaries lease facilities from affiliated entities.
Reference is made to Note 14, wherein the future minimum rental commitments and
annual rent expense are disclosed.


                                      F-15

<PAGE>


AMERICAN TISSUE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)



Equipment Leases

During fiscal 2000, certain of the Company's subsidiaries entered into operating
lease arrangements with SATI and an affiliate for the utilization of various
equipment that is owned and financed or leased by SATI and the affiliate from
unrelated third parties. The following is a schedule of the future minimum
rental payment commitments of the Company to SATI and the affiliate under such
operating leases, which expire on varying dates through 2020:

     Year Ending September 30,

         2001                                                     $13,680
         2002                                                      13,513
         2003                                                      13,278
         2004                                                      12,900
         2005                                                      14,823
         Thereafter                                                37,789
                                                                  -------
         Total                                                   $105,983
                                                                  =======


Rental expense on these leases approximated $6,176 for the year ended September
30, 2000.


Transfer of Related Party Debt

On July 9, 1999, approximately $24,400 representing all amounts owed by the
Company's subsidiaries to beneficial owners of the Company's common stock and to
certain affiliated entities as of such date were assumed by SATI, the Company's
ultimate parent. This transaction has been treated as a capital contribution
from SATI to MATI and thereafter to the Company. The Company's subsidiaries have
been released from liabilities to such stockholders and affiliated entities.


Middle American Tissue Notes and Equity Investment

On July 9, 1999, the Company's immediate parent, MATI, raised approximately
$20,000 through the sale of senior secured discount notes due 2007 ("Middle
American Notes") in a private transaction. The Middle American Notes have a face
value of $35,756 and were issued with warrants to purchase up to 12% of Middle
American Tissue's common stock at a nominal exercise price. The Middle American
Notes are structurally subordinate to the New Credit Facility and the Senior
Secured Notes because such notes were issued by the Company's parent and are not
guaranteed by the Company.

In addition, on July 9, 1999, Super American Tissue Inc., the Company's indirect
parent, made an equity investment in Middle American Tissue Inc. in the amount
of $5,000. MATI used both this amount and the net proceeds raised in connection
with the sale of the Middle American notes to make a $24,500 equity contribution
to the Company.

                                      F-16

<PAGE>


AMERICAN TISSUE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)


13.  EMPLOYEE RETIREMENT PLANS


The Company offers various retirement benefits to its employees. The following
is a brief summary of the plans offered by the entities included in the
consolidated results of the Company (collectively referred to as the "Plans"):


401(k) Plans

Substantially all employees are covered in either union participation or
non-union participation plans, subject to specific plan eligibility
requirements. Certain of the Company's subsidiaries sponsor retirement savings
plans under Section 401(k) of the Internal Revenue Code. The plans allow for
employee contributions based on a percentage of compensation, ranging between 1%
and 15%. The Company will match employee contributions to the union plans in
accordance with the union participation agreements. The Company can make
matching contributions to the non-union plans. Total Company contributions made
to the 401(k) Plans were approximately $663, $367 and $353 for the years ended
September 30, 2000, 1999 and 1998, respectively.


Pension and Postretirement Benefit Plans

Certain of the Company's subsidiaries sponsor non-contributory defined benefit
plans, as well as a post-retirement medical benefit plan. Assets of these plans
are invested in conservative, highly-liquid investments, primarily through money
market funds.

The Company also sponsors a post-retirement medical benefit plan, the Berlin
Post-Retirement Medical Benefit Plan, which covers certain employees of Pulp &
Paper of America LLC, a subsidiary of the Company. The Company assumed this
liability in connection with the acquisition of the Berlin-Gorham Mills.

                                      F-17

<PAGE>


AMERICAN TISSUE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)


The following tables set forth the funded status of the Plans based on actuarial
valuations covering the fiscal years ending September 30, 2000, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                                                              Post-retirement
                                                                       Pension Benefits                           Benefit
                                                          -----------------------------------------       -------------------------
                                                            2000            1999            1998            2000            1999
                                                          ---------       ---------       ---------       ---------       ---------
<S>                                                       <C>             <C>             <C>             <C>             <C>
Changes in benefit obligation:
   Benefit obligation at beginning of year                $   2,298       $     871       $     312       $   8,512       $      --
   Service cost                                               1,030             562             395             347              73
   Interest cost                                                173              56              23             730             145
   Acquisitions                                                  --           1,142              --              --           9,194
   Net actuarial (gain) loss                                    226            (333)            141             746            (900)
                                                          ---------       ---------       ---------       ---------       ---------
Benefit obligation at end of year                         $   3,727       $   2,298       $     871       $  10,335       $   8,512
                                                          ---------       ---------       ---------       ---------       ---------

Change in plan assets:
   Fair value of plan assets at beginning of year         $     507       $     219       $      25       $      --       $      --
   Actual return on plan assets                                 269              12               4              --              --
   Employer contribution                                        810             276             190              --              --
                                                          ---------       ---------       ---------       ---------       ---------
   Fair value of plan assets at end of year               $   1,586       $     507       $     219       $      --       $      --
                                                          ---------       ---------       ---------       ---------       ---------

Funded status                                             $  (2,141)      $  (1,791)      $    (652)      $ (10,335)      $  (8,512)
Unrecognized actuarial (gain) loss                              623            (273)            134            (158)           (900)
                                                          ---------       ---------       ---------       ---------       ---------
(Accrued) benefit cost                                    $  (1,518)      $  (2,064)      $    (518)      $ (10,493)      $  (9,412)
                                                          ---------       ---------       ---------       ---------       ---------

Weighted-average assumptions:
   Discount rate                                               6.88%           7.75%           6.75%           7.75%           7.75%
   Expected return on plan assets                              6.88%            4.5%            4.5%             --              --
   Rate of compensation increase                                3.0%            4.5%            4.5%            N/A             N/A

Components of net periodic benefit cost:
   Service cost                                           $   1,030       $     562       $     395       $     347       $      73
   Interest cost                                                173              56              23             730             145
   Expected return on plan assets                               (43)            (12)             (8)             --              --
   Recognized net actuarial loss                                 32               1              --              --              --
                                                          ---------       ---------       ---------       ---------       ---------
Net periodic benefit cost                                 $   1,192       $     607       $     410       $   1,077       $     218
                                                          =========       =========       =========       =========       =========

</TABLE>


With respect to the post-retirement medical plan, for measurement purposes, a
6.0% health care trend rate was used for 2000 and 1999. The trend rate was
assumed to decrease to 4.5% in 2001 and remain at that level thereafter.

Assumed health care cost trend rates have a significant effect on the amounts
reported for the health care plan. A one percentage point change in assumed
health care cost trend rates would have the following effects on expenses and
year-end liabilities:


<TABLE>
<CAPTION>

                                                                                   One Percentage Point
                                                                 ----------------------------------------------------------
                                                                           2000                            1999
                                                                 --------------------------    ----------------------------
                                                                   Increase       Decrease       Increase        Decrease
                                                                 -----------    -----------    ------------   -------------
<S>                                                                <C>           <C>               <C>            <C>
   Effect on total of service and interest cost components           $151          $(132)             $32          $(28)
   Effect on total post-retirement benefit obligation              $1,289        $(1,108)          $1,153         $(991)


</TABLE>

                                      F-18

<PAGE>


AMERICAN TISSUE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)



14.  COMMITMENTS AND CONTINGENCIES


Leases

The Company leases facilities under non-cancelable operating leases, with
unrelated parties and affiliated entities, which expire at various dates through
May 31, 2018. These leases require minimum future rental payments as follows:

Year Ending September 30,              Affiliates              Non-Affiliates

         2001                          $    2,399                $     1,043
         2002                               2,424                        969
         2003                               2,461                      1,051
         2004                               2,540                      1,051
         2005                               2,567                      1,051
         Thereafter                        33,758                        875
                                       ----------                -----------
                                       $   47,990                $     7,969
                                       ==========                ===========

In addition, the Company is obligated to pay certain real estate taxes under
these lease arrangements. Rent expense approximated $4,334, $3,412 and $2,065
for the years ended September 30, 2000, 1999 and 1998, respectively including
$1,840, $1,777, and $379, respectively, for rent expense paid to affiliated
entities.


Boise Cascade

Concurrent with the purchase of its tissue paper machine from Boise Cascade
Corporation ("Boise"), for $5,000 in November 1992, a subsidiary of the Company,
American Tissue Mills of Oregon, Inc., (ATM-Oregon") entered into an agreement
with Boise whereby Boise agreed to operate and maintain the machine through
December 2022. The acquisition of the machine was made to expand the Company's
operations and to serve the West Coast market more efficiently. Boise has a
security interest in the equipment. ATM-Oregon will reimburse Boise each month
for the cost of such operations, including raw materials, and maintenance. Costs
under this agreement approximated $17,465, $13,371 and $11,911 for the years
ended September 30, 2000, 1999 and 1998, including approximately $3,561, $1,835
and $695 of fees capitalized relating to fixed asset improvements, consisting
primarily of upgrades done to improve the performance and capacity of the
machine.

Pursuant to the operating agreement with Boise, certain events may require Boise
to purchase the machinery. In the instances where Boise would be required to
purchase the machinery, the price would be based upon the Company's existing net
book value of the machinery, as defined, plus $5,000. Boise may exercise an
option to purchase the machinery if ATM-Oregon defaults on the agreement prior
to contractual termination, or at termination, for a price based upon the
existing net book value of the machine, as defined, at the time of default. If
ATM-Oregon defaults prior to contractual termination, Boise's purchase option is
equal to the net book value of the machine at the date of termination upon
default. Boise's option to purchase the machine at the contractual termination
date is equal to the higher of the net book value on the termination date or the
fair market value of the machine. At no time does the machine automatically
revert to Boise. ATM-Oregon also has a right to renegotiate the agreement during
the six-month period ended December 31, 2008, after which, if Boise and
ATM-Oregon cannot agree upon new terms, ATM-Oregon can terminate the agreement,
at which time Boise has the option to purchase the machine for a price equal to
the net book value at that date less $5,000 with any resulting negative amount
paid by ATM-Oregon to Boise. As part of the operating agreement between
ATM-Oregon and Boise, ATM-Oregon has agreed to purchase a minimum quantity of
pulp from Boise, which for each of the three fiscal years ended September 30,
2000, was 35,000 tons as delivered "slurry" at the beginning of ATM-Oregon's
machine. The agreement was amended in January 1999 to require minimum purchases
of 57,000 tons beginning after December 31, 2002. The prices paid for pulp
purchases are based upon market rates with certain agreed to reductions for
costs that do not have to be incurred by Boise. In

                                      F-19

<PAGE>



AMERICAN TISSUE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)


the event that Boise can not deliver minimum yearly quantities, as defined,
ATM-Oregon is entitled to a credit which approximates the indirect and direct
costs to manufacture any lost tons, in order to allow ATM-Oregon to purchase
pulp from other at similar net prices.

At September 30, 2000 and 1999, accounts payable and accrued expenses included
approximately $15,595 and $5,029 due to Boise.

In January 1999, ATM-Oregon amended its agreement with Boise whereby, in
connection with the planned upgrade of the tissue paper machine, ATM-Oregon or
another affiliate of the Company is responsible to construct a building on
Boise's premises for use by ATM-Oregon as a warehouse. In connection therewith,
ATM-Oregon entered into a Warehouse Site Lease with Boise, which covers the
lease of the property upon which the building will be constructed. ATM-Oregon
will pay an immaterial amount on an annual basis for the lease of the property.
The Warehouse Site Lease expires on December 31, 2002. Construction has
commenced and financing negotiations for the construction are in process.

Upon completion of the building and all related fixtures and furnishing,
ATM-Oregon has the right to cause Boise to purchase the building and related
fixtures and furnishings at any time after ATM-Oregon is in default of its
financing obligations, provided that the principal amount of the construction
financing shall in no case exceed the lower of the construction costs excluding
capitalized interest or $4,000, and provided that the construction loan is
amortized over a period not to exceed 20 years. If ATM-Oregon exercises this
option, the purchase price shall be the remaining balance outstanding under the
construction loan at that time. Additionally, Boise has the option to purchase
the building and related fixtures and furnishing at the net book value upon
termination of the Warehouse Site Lease.

There are substantial restrictions on ATM-Oregon's right to assign its interest
in its agreement with Boise, including a prohibition on assignment to a
competitor of Boise's business at this facility.

Jumbo Tissue Roll Contracts

The Company has entered into jumbo roll supply contracts with various
manufacturers of finished tissue products. Under these contracts, the Company is
obligated to supply a certain level of various grades of jumbo tissue rolls and
finished tissue products. All pricing for sales made pursuant to these contracts
is based upon market prices at the time of sale. These agreements are generally
one-year renewable term contracts, with exception of two agreements. One
agreement, which expires in January 2009, requires the Company to provide 6,000
tons of jumbo tissue rolls on an annual basis. The other agreement is a combined
jumbo tissue roll and finished tissue products supply contract that expires on
September 30, 2001, with an option to extend for three years. Under this
contract, the customer will supply the fiber for production at no cost and the
Company must provide a minimum of 6,000 annual production hours, and a maximum
of 7,800 annual production hours, with respect to jumbo tissue rolls to be
produced, and the Company must produce certain grades of facial and bath tissue
products in the amounts of a minimum level of facial tissue products of 110,000
cases per month, and a maximum of 30,000 cases per month for bath tissue. The

                                      F-20

<PAGE>


AMERICAN TISSUE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)


customer is not complying with the terms of this contract and the Company has
commenced a litigation for non-compliance. The tons and case production capacity
have been utilized for other customers. With respect to the other three
contracts, the current terms require a combined minimum supply of jumbo rolls at
35,400 tons on an annual basis.


Pulp Purchase Agreement

In connection the acquisition of the Berlin-Gorham Mills, the Company, through
its PPA, entered into a contract with Crown whereby PPA will sell 40,000 tons of
certain grades of wood pulp per year to Crown. Pricing under this agreement will
be based upon published market prices. The agreement expires in March 2002.
Pursuant to this agreement, Crown will receive a 6% discount during the first
twenty-four months of the agreement and 3% discount during the last
twenty-four-months of the agreement. Crown has formally rejected this agreement
in its bankruptcy proceeding, which commenced in March 2000. The Company
believes this will not have a material impact on the results of its operations
as a result of existing demand from other customers.

Strategic Alliance Agreement

In connection with the acquisition of the Berlin-Gorham Mills, the Company,
through PPA, entered into a contract with Crown whereby Crown provides certain
marketing and sales services to PPA related to sales of certain grades of paper,
at Crown's expense, for a three-year period ending in March 2002. The terms of
the agreement provide that Crown will use its best efforts to purchase an annual
minimum of 20,000 tons of certain grades of paper manufactured by PPA. The paper
will be sold to Crown at market prices at the time of sale, less a discount of
12% of the sales price, excluding freight and any normal cash discounts, as
compensation for the services provided by Crown to PPA. At the termination of
the three-year period, Crown is required to purchase at the then current market
price, all specified grades of paper remaining in PPA's inventory that were
manufactured by PPA during the agreement term and that are identified by or
contain Crown's trademarks, as defined in the agreement. Crown is not performing
its obligations under this agreement. The Company has developed its own
marketing and distribution organization for the sale of these products and does
not expect any material adverse impact on its results of operations.


Paper Brokerage Agreement

In connection with the acquisition of the Berlin-Gorham Mills, the Company,
through PPA, entered into a contract with Crown, whereby Crown provides
marketing and sales services to PPA at Crown's expense, for a three-year period
ending in March 2002. The terms of this agreement also provide that Crown will
sell an annual minimum of 130,000 tons of certain grades of paper produced by
PPA at market prices, as specified in the agreement, Crown acts solely as an
agent for selling the paper and is paid a commission of 4.5% on the products
sold by Crown on PPA's behalf. Crown is not performing its obligations under
this agreement. The Company has developed its own marketing and distribution
organization for the sale of these products and does not expect any material
adverse impact on its results of operations.


Environmental Matters

Upon the acquisition of the Berlin-Gorham Mills (Note 3), the Company assumed
the liability for estimated landfill site restoration, post-closure and
monitoring costs on the property acquired. As of September 30, 2000, the Company
recorded a liability of $1,471 for such costs, respectively. The accrued amounts
are expected to be paid during the operation of the landfill, through closure of
the landfill, and over the thirty-year post-closure monitoring period.

The Environmental Protection Agency issued final rules affecting pulp industry
discharges of gaseous emissions ("Cluster Rules"), which became effective on
April 15, 1998. These Cluster Rules require changes in the pulping and bleaching
processes presently used in some U.S. pulp mills, including the Berlin pulp
mill. Management estimates that approximately $17.4 million of capital
expenditures may be required to comply with the rules over the next two to three
years. There are risks and uncertainties associated with the estimate that could
cause total capital

                                      F-21

<PAGE>


AMERICAN TISSUE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)


expenditures and timing of such expenditures to be materially different from
current estimates, including changes in technology and interpretation of the
rules by government agencies that are substantially different from management's
interpretation, or other items.


Crown is obligated under its asset purchase agreement (Note 3) with the Company
to indemnify the Company against breach of its representations and warranties in
this agreement, including its representations as to environmental matters. In
addition, Crown, under an agreement with the Company dated July 9, 1999, agreed
to manage and to pay the entire cost of implementing, a plan of remediation to
encapsulate and seal off an area in the northern portion of our Berlin pulp mill
property identified as containing contaminants generated by a former chemical
plant that had been located on this site.


In October 2000, the Company received a letter from the New Hampshire Department
of Environmental Services, (the "Department") informing the Company that the
Department had been advised by Crown that it did not intend to proceed with its
remediation of the site and that, therefore, the Department was looking to the
Company to perform the necessary cleanup and restoration of the site and the
surrounding environment under a strict liability provision of the New Hampshire
environmental statutes. The Department requested that the Company conduct a site
investigation to assess the extent of soil and groundwater contamination,
including samplings of riverbed sediments and air samplings to evaluate the
risks of atmospheric and sedimentary contamination. The letter also required the
Company to conduct an immediate cleanup of contaminants detected on the river
bank closest to the site and to apply for a groundwater management permit. The
Company responded to the Department's letter in November 2000, stating that the
Company required time to obtain and evaluate existing site data since Crown had
been managing remediation at the site pursuant to the Company's agreement with
it, that the cleanup requested would be immediately conducted and the results
thereof reported to the Department and setting forth a preliminary scope of work
for the investigation.


Environmental consultants engaged by the Company currently estimate the maximum
costs of investigation, contaminant removal and remediation to be a maximum of
$4.5 million. However, if this investigation reveals both air and river bed
contamination, the costs of remediation could be significantly higher.

The Company has filed a claim in the Crown Paper bankruptcy proceeding seeking
indemnification for various environmental claims and damages for breach of their
agreement to remediate the Berlin pulp mill site. However, in light of Crown
Paper's financial condition and the amount of the secured claims in the case, it
is unlikely that it will receive any distribution from Crown in respect of the
claim. Although the Company may have recourse to prior owners of this site, it
cannot assure that it will not have to bear the full burden of any environmental
liabilities which it would otherwise expect to recover from Crown. Accordingly,
if the Company is determined to be strictly liable for the costs of remediating
this site without recourse to others, depending on the ultimate cost of
remediation, its financial condition and result of operations could be
materially and adversely impacted.


Litigation

The Company and its subsidiaries are involved in legal proceedings, claims and
litigation arising in the ordinary course of business. The outcome of such
current legal proceedings, claims and litigation could have a material effect on
our operating results or cash flows when resolved in a future period. In August
1999, the Company settled an action that was filed in the United States District
Court for the Eastern District of New York in June 1998 containing various
claims of natural origin discrimination brought on behalf of 21 former employees
of ATC, for approximately $10 per plaintiff and $405 in the aggregate.
Additionally, ATC is a party to an action brought before the National Labor
Relations Board by the Service Employees International Union, Local 339,
AFL-CIO, in August 1996, whereby ATC has been charged with certain violations of
employees' rights under the National Labor Relations Act. In November 1998, an
administrative law judge rendered a decision against ATC and awarded back pay to
the same 21 employees in the case discussed above. No amount for the back pay
award has been determined and it is presently not possible to estimate the
amount of the award.

                                      F-22

<PAGE>


AMERICAN TISSUE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)


15.  EXTRAORDINARY ITEM


In connection with the issuance of its senior secured notes during fiscal 1999,
(Note 9), the Company utilized the proceeds from this issuance to repay certain
existing indebtedness. The Company incurred a loss of $4,164 on the early
extinguishment of this debt. This loss on extinguishment consisted of $2,850 of
cash payments made in connection with the early termination of long-term capital
lease obligations as well as the long-term notes from GECC, and $1,314 of
non-cash charges representing the unamortized portions of deferred financing
costs related to the GECC facility.

16.  INSURANCE SETTLEMENTS

During fiscal 1998, the Company suffered losses as a result of two fires at two
of the Company's facilities, and damage to a major piece of equipment at a third
location. The Company was reimbursed through insurance for approximately $2,200
for claims equal to the amount of these losses. Such charges and recoveries were
recorded during fiscal 1998 as the associated repairs and related reimbursements
were completed by the end of fiscal 1998.

As a result of the equipment damages, the Company incurred other losses
consisting of additional purchase costs for jumbo rolls and other production
materials that otherwise would have been manufactured by the Company at a lower
cost than the amounts paid to third parties to purchase the required materials.
While the Company is insured for these types of losses, approximately $2,700 of
losses were incurred and charged to operations during fiscal 1998 that were not
covered by the Company's insurance, due to the deductible provisions of the
Company's insurance policies. Approximately $700 of losses incurred in fiscal
1998 were insured and were reimbursed in early fiscal 1999. Losses relating to
these additional costs incurred in operating the business while the equipment
was being repaired continued into fiscal 1999, until the machine became fully
operational in mid-1999. The amount of losses incurred during this time amounted
to $2,400. Such losses were charged against operations during fiscal 1999 and
were offset by insurance recoveries of $2,400 that were received during fiscal
1999.

17.  SUBSEQUENT EVENT

On November 1, 2000, a subsidiary of the Company transferred its interest in all
of the accounts receivable and inventories of its "forms" business to an
affiliated entity. The net assets transferred to the affiliate had an aggregate
net carrying value on November 1, 2000 of $13,612. The affiliate paid to the
subsidiary the book value, with no resulting gain or loss.

                                      F-23

<PAGE>

              REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE



To the Board of Directors and
Stockholder of American Tissue Inc.:


We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements of American Tissue Inc. and subsidiaries (the
"Company") included in this filing on Form 10-K and have issued our report
thereon dated December 29, 2000. Our audits were made for the purpose of forming
an opinion on the basic financial statements taken as a whole. The accompanying
schedule is the responsibility of the Company's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not a part of the basic financial statements. This schedule has been subjected
to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.


                                                     /s/ ARTHUR ANDERSEN LLP


Melville, New York
December 29, 2000


                                      F-24
<PAGE>

                                                                     SCHEDULE II



                        VALUATION AND QUALIFYING ACCOUNTS

                                (AMOUNTS IN 000s)
<TABLE>
<CAPTION>



               COLUMN A                COLUMN B          COLUMN C       COLUMN D         COLUMN E
Description                           Balance at                       Write-off of
                                      Beginning of       Charge to     uncollectible     Balance at
                                      Period             Expenses      accounts          end of period
                                      ----------------------------------------------------------------
<S>                                      <C>             <C>             <C>             <C>
Allowance for doubtful accounts
September 30, 1998                       $1,380          $  560          $1,857          $   83
September 30, 1999                       $   83          $  915          $  385          $  613
September 30, 2000                       $  613          $2,928          $   41          $3,500

</TABLE>


                                      F-25
<PAGE>


Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS OR ACCOUNTING AND
        FINANCIAL DISCLOSURE

     Not Applicable.

                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers

     The following table sets forth, as of December 1, 2000, information as to
our directors and executive officers:

<TABLE>
<CAPTION>
        Name                         Age                            Position
        ----                         ---                            --------
<S>                                   <C>            <C>
Nourollah Elghanayan                  84             Chairman of the Board and a director
Mehdi Gabayzadeh                      56             President, Chief Executive Officer and a director
Edward I. Stein                       55             Executive Vice President and Chief Financial Officer
Nicholas T. Galante, III              45             Executive Vice President of American Tissue and President
                                                     and Chief Executive Officer of Pulp & Paper of America LLC
Steven C. Catalfamo                   40             First Vice President-Tissue Converting
John J. Jackmore                      62             First Vice President-Away-From-Home Division
Donald A. MacIntyre                   57             First Vice President-At-Home Division
Mark J. Smith                         39             First Vice President-Tissue Manufacturing
Andrew H. Rush                        41             Director
</TABLE>

     Directors are elected by the stockholders to one-year terms. Officers serve
at the discretion of the board of directors.

     Nourollah Elghanayan has served as our Chairman of the Board and a director
since in October 1998. He served as President, Chief Operating Officer and
director of our subsidiary, American Tissue Corporation, from 1982 until October
1998. Mr. Elghanayan is also an investor in commercial real estate.

     Mehdi Gabayzadeh has served as our President, Chief Executive Officer and a
director since October 1998. He served as Executive Vice President and Director
of our subsidiary, American Tissue Corporation, from 1982 to October 1998.

     Edward I. Stein has served as our Executive Vice President and Chief
Financial Officer since May 1999. Prior to joining us, Mr. Stein served as Chief
Financial Officer of Perry H. Koplik & Sons, Inc., a pulp and paper broker, from
1976 to May 1999.

     Nicholas T. Galante, III has served as our Executive Vice President and as
President of our subsidiary, Pulp & Paper of America LLC, since April 1999. Mr.
Galante has also served as Director of Jumbo Rolls and Fast Food Restaurants of
our subsidiary, American Tissue Corporation, since 1994. Prior to joining
American Tissue Corporation, Mr. Galante served an Executive Vice President of
Tagsons Papers, Inc. from 1977 to 1994. Tagsons Papers, Inc. filed a petition
seeking relief under Chapter 11 of the U.S. Bankruptcy Code in 1994.

     Steven C. Catalfamo has served as our First Vice President-Tissue
Converting since April 1999 and Vice President-Engineering of our subsidiary,
American Tissue Corporation, since 1994. He served as our Vice President of
Engineering and Quality Control from 1989 to 1994, having joined American Tissue
Corporation as a plant manager in 1986.

                                      -35-
<PAGE>


     John J. Jackmore has served as our First Vice President-Away-From Home
Division since April 1999 and has served as Vice President-Commercial and
Industrial Sales of our subsidiary, American Tissue Corporation, since 1992.
From 1990 to 1992, he served as Sales Manager for Tagsons Papers, Inc. From 1985
to 1990, he served as President of Rhem-Sofco, a paper distributor.

     Donald A. MacIntyre has served as our First Vice President-At-Home Division
since April 1999 and as Director of Consumer and Private Label Sales of our
subsidiary, American Tissue Corporation, since 1991. From 1969 to 1991, he held
various sales positions with Fort Howard and Sweetheart Cup Company Inc.,
including as National Sales Manager from 1989 to 1991.

     Mark J. Smith has served as our First Vice President-Tissue Manufacturing
since April 1999 and as Vice President-Tissue and Kraft Manufacturing of our
subsidiary, American Tissue Corporation, since 1994.

     Andrew H. Rush became one of our directors on July 9, 1999. Mr. Rush has
been a Managing Director of DLJ Merchant Banking Partners, L.P. since January
1997. From 1992 to 1997, Mr. Rush was an officer of DLJ Merchant Banking
Partners, L.P. and its predecessors. Mr. Rush currently serves as a member of
the advisory board of Triax Midwest Associates, L.P. and as a member of the
board of directors of Societe d'Ethanol de Synthese and Nextel Partners Inc. Mr.
Rush previously served as a director of Doane Products Company.



                                      -36-
<PAGE>


Item 11. EXECUTIVE COMPENSATION

     The following table sets forth the compensation earned, whether paid or
deferred, by our Chief Executive Officer and by other most highly compensated
executive officers during fiscal 1998, 1999 and 2000 for services rendered in
all capacities to us and our predecessor during such fiscal years. Mr. Nourollah
Elghanayan, an executive officer of Middle American Tissue, did not receive any
compensation from our predecessors during such fiscal years.


<TABLE>
<CAPTION>
                                                                          Annual Compensation
                                                             ------------------------------------------------
                                                                                                Other
                                                                                                Annual              All Other
Name and Principal Position                  Fiscal Year     Salary ($)         Bonus($)    Compensation($)(1)   Compensation($)(2)
---------------------------                  -----------     ----------         --------    ------------------   ------------------
<S>                                             <C>            <C>             <C>             <C>                  <C>
Mehdi Gabayzadeh                                2000           470,000              --         1,155                     --
President and Chief Executive Officer           1999           240,000              --           660                     --
                                                1998           240,000              --           691                     --

Nicholas T. Galante, III                        2000           287,788(3)           --         8,166                  2,119
Executive Vice President, President and         1999           225,763(3)           --           262                  2,133
Chief Executive Officer of Pulp & Paper         1998           210,000(3)           --           259                  1,835
America LLC

Edward I. Stein                                 2000           275,000              --         8,017                  5,127
ExecutiveVice President and Chief Financial     1999(4)         91,668              --         2,672                     --
Officer

Steven C.Catalfamo                              2000           158,750          12,500         9,116                  2,516
First Vice President- Tissue Converting         1999           106,923           8,500           465                     --
                                                1998            95,192          12,000           259                     --

John J. Jackmore                                2000           122,459          50,194         7,668                  2,323
First Vice President- Away-From-Home            1999           104,380          34,050           399                  2,714
Division                                        1998           101,724          31,493           293                  1,912
</TABLE>

----------
(1)  Reflects life insurance premiums and car allowances paid or reimbursed by
     us.

(2)  Reflects matching contributions under our 401(k) Plan.

(3)  Mr. Galante's salary includes an annual consulting fee of $120,000 in
     fiscal 1998 and 1999 and $140,000 in fiscal 2000, which has been paid to
     Six Gees, Inc., a corporation wholly owned by Mr. Galante.

(4)  Mr. Stein began his employment with us on May 31, 1999.

401(k) Plan

     Substantially all of our non-union salaried employees, including our
executive officers, participate in our 401(k) savings plan. Employees are
permitted to defer up to 20% of their annual compensation each calendar year not
to exceed $10,500 per year, which we contribute to the plan and we will make a
matching contribution of up to 50.0% of the first 6.0% of the employee's
contribution. We may also make discretionary contributions to the plan which
would be allocated among participants based on the ratio of each participant's
compensation to the total compensation of all participants for a plan year.



                                      -37-
<PAGE>


Director Compensation

     None of our directors receives any compensation or fees for service on the
Board of Directors.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information as of December 15, 2000, with
respect to the beneficial ownership, fully diluted, of our common stock by (a)
each stockholder known by us to own beneficially 5% or more of the outstanding
shares of our common stock; (b) each of our directors; (c) each of our executive
officers named in Item 10, Directors and Executive Officers; and (d) all of our
executive officers and directors as a group.

<TABLE>
<CAPTION>
                                                                      Number of             Percentage
                                                                      Shares of                of
Name of Beneficial Owner(1)                                         Common Stock              Total
---------------------------                                         ------------              -----
<S>                                                                   <C>                    <C>
Middle American Tissue Inc.(2) .................................      200.000                100.000
Super American Tissue Inc.(3) ..................................      191.986                 95.993
Nourollah Elghanayan ...........................................       53.474(4)              26.737
Victoria Elghanayan ............................................       35.057(5)              17.529
Mehdi Gabayzadeh ...............................................       88.000(6)              44.000
Mehdi Gabayzadeh and Joseph Neissany
as trustees for Diane Gabayzadeh Trust .........................       17.327(6)               8.664
Mehdi Gabayzadeh and Joseph Neissany
as trustees for Deborah Gabayzadeh Trust .......................       17.327(6)               8.664
Mehdi Gabayzadeh and Joseph Neissany
as trustees for John Gabayzadeh Trust ..........................       20.103(6)              10.051
Jeffrey Elghanayan .............................................       25.773                 12.887
Edward I. Stein ................................................           --                     --
Nicholas T. Galante, III .......................................           --                     --
Steven C. Catalfamo ............................................           --                     --
John J. Jackmore ...............................................           --                     --
Donald A. MacIntyre ............................................           --                     --
Mark J. Smith ..................................................           --                     --
Andrew H. Rush .................................................           --(7)                  --
All directors and executive officers
as a group (9 persons) .........................................      141.474(4)(6)(7)        70.737
</TABLE>

----------
(1)  The address of each of these stockholders is c/o American Tissue
     Corporation, 135 Engineers Road, Hauppauge, New York 11788.

(2)  Middle American Tissue Inc. directly owns 100% of our issued and
     outstanding shares.

(3)  Super American Tissue Inc. beneficially owns approximately 96.0% of the
     issued and outstanding shares of Middle American Tissue Inc., our direct
     parent, after giving effect to the exercise of warrants held by Super
     American Tissue to purchase up to approximately 8.0% of Middle American
     Tissue's common stock. Each of the persons or entities listed in this table
     beneficially owns their shares in American Tissue through their ownership
     interest in either Middle American Tissue Inc. or Super American Tissue
     Inc.


                                      -38-
<PAGE>


(4)  The shares of common stock beneficially owned by Mr. Elghanayan include
     35.057 shares owned directly by his wife, Victoria Elghanayan. Mr.
     Elghanayan disclaims beneficial ownership of the shares held by his wife.

(5)  The shares of our common stock beneficially owned by Mrs. Elghanayan do not
     include 18.417 shares owned directly by her husband, Nourollah Elghanayan.
     Mrs. Elghanayan disclaims beneficial ownership of the shares owned by her
     husband.

(6)  The shares of our common stock beneficially owned by Mr. Gabayzadeh include
     20.103 shares owned by the John Gabayzadeh Trust, 17.327 shares owned by
     the Diane Gabayzadeh Trust and 17.327 shares owned by the Deborah
     Gabayzadeh Trust, over which Mr. Gabayzadeh has shared voting and
     dispositive power.

(7)  Does not include warrants to purchase up to approximately 4.0% of Middle
     American Tissue's common stock beneficially owned by DLJ Merchant Banking
     Partners II, L.P. and affiliates, which we refer to as the "DLJMB Funds."
     Mr. Rush is a Managing Director of DLJ Merchant Banking Partners II, L.P.
     and, as a result, may be deemed to beneficially own the warrants owned by
     the DLJMB Funds. Mr. Rush disclaims beneficial ownership of the warrants
     beneficially owned by the DLJMB Funds.

     Super American Tissue Inc., Mr. Elghanayan and the other shareholders of
Super American Tissue affiliated with him, Mr. Gabayzadeh and the other
shareholders of Super American Tissue affiliated with him, and certain other
companies controlled by Messrs. Elghanayan and Gabayzadeh that are not
subsidiaries of Super American Tissue have entered into a shareholders
agreement. The shareholders agreement provides that the board of directors of
Super American Tissue is to consist of an equal number of directors designated
by each of Messrs. Elghanayan and Gabayzadeh and that each subsidiary of Super
American Tissue (including American Tissue Inc. and its subsidiaries) shall be
directly or indirectly managed by them, provided that if any financing
arrangement requires that the board of directors of Super American Tissue or any
of its subsidiaries consist of one or more directors not appointed by Messrs.
Elghanayan and Gabayzadeh,

     o    such outside directors shall constitute no more than one third of the
          board of directors of Super American Tissue or the applicable
          subsidiary; and

     o    any action by such board will require the consent of a majority of the
          directors designated by each of Messrs. Elghanayan and Gabayzadeh.

     Under the shareholders agreement, Messrs. Elghanayan and Gabayzadeh, or
upon the incapacity or death of either of them, the remaining shareholder and
the designee of such incapacitated or deceased shareholder, have the right to
cause Super American Tissue or any of its subsidiaries to effect an initial
public offering of its capital stock or any capital stock of its subsidiaries
and other specified financing transactions. However, if the purpose of an
initial public offering of the capital stock of Super American Tissue or any of
its subsidiaries or other financial transaction (including a sale of all or
substantially all of the assets of Super American Tissue or one of its
subsidiaries) is the facilitation of payment of indebtedness owing by Super
American Tissue or any of its subsidiaries to a shareholder of Super American
Tissue then the authorization of such transaction is subject to the prior
satisfaction of specified conditions. The most significant of such conditions is
the requirement that the receipt by the shareholder proposing such transaction
or the applicable company receive an opinion of an investment banking firm of
nationally recognized standing to the effect that the proposed transaction is
fair to all of the companies that are parties to


                                      -39-
<PAGE>


the shareholders agreement and their respective shareholders. Super American
Tissue is not required to redeem any of its capital stock from the estate of a
deceased shareholder.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Super American Tissue Inc., a Delaware corporation, beneficially, owns all
of the outstanding common stock of Middle American Tissue Inc. (other than
warrants to purchase up to approximately 4.0% of the common stock of Middle
American Tissue). Middle American Tissue owns 100% of our outstanding capital
stock. Mr. Nourollah Elghanayan, our Chairman of the Board and a director,
together with members of his family, owns 50.0% of the outstanding common stock
of Super American Tissue. Mr. Mehdi Gabayzadeh, our President, Chief Executive
Officer and a director, together with trusts for the benefit of Mr. Gabayzadeh's
children, of which he is one of the trustees, owns the other 50.0% of the
outstanding common stock of Super American Tissue.

     The stockholders of Super American Tissue also collectively own all of the
outstanding shares of common stock or membership interests, as the case may be,
of the following corporations and limited liability companies, which we refer to
as the "Affiliated Companies": American Kraft Mills of Tennessee LLC, American
Forms LLC, American Tissue Mills of Massachusetts Inc., American Tissue Mills of
Maine LLC, American Tissue Mills de Mexico S.A. de C.V., American Tissue Mills
of New York, Inc., American Tissue Mills of Ohio Inc., Super American Tissue
Mills of Tennessee LLC, Huntington LLC, Lakeview Real Estate LLC, Mechanicville
Realty LLC, Pheasant LLC and Plano Realty LLC. Mr. Elghanayan serves as
Chairman, Chief Executive Officer, Treasurer and a director of each of the
corporate Affiliated Companies and as a manager of each of the Affiliated
Companies that is a limited liability company. Mr. Gabayzadeh serves as
President, Chief Operating Officer, Secretary and a director of each of the
corporate Affiliated Companies and as a manager of each of the Affiliated
Companies that is a limited liability company. The Affiliated Companies do not
have any other officers, directors or managers.

Transactions with the Affiliated Companies

     Some of the Affiliated Companies are indebted to some of our subsidiaries.
Such indebtedness was incurred since October 1, 1999, the first day of fiscal
2000, or was incurred prior thereto and has been outstanding since the date of
incurrence of such indebtedness. All of the amounts receivable by our
subsidiaries from the Affiliated Companies have no definite maturity date and do
not bear interest.

     The following table sets forth information as to such indebtedness as of
September 30, 2000 and as to the highest amount of such indebtedness outstanding
since October 1, 1999:


                                      -40-
<PAGE>



<TABLE>
<CAPTION>
                                                                                                            Highest Amount
                                                                                  Amount Outstanding at    Outstanding Since
          Creditor                                         Debtor                   September 30, 2000       October 1, 1999
          --------                                         ------                   ------------------       ---------------


<S>                                         <C>                                       <C>                    <C>
American Tissue Corporation......           American Kraft Mills of Tennessee         $  2,930,146   (1)     $  2,930,146   (1)
American Tissue Corporation......           American Tissue Mills of Ohio                4,001,074   (2)        4,001,074   (2)
American Tissue Corporation......           American Tissue Mills of Massachusetts       8,740,375   (3)        8,740,375   (3)
American Tissue Corporation......           American Tissue Mills de Mexico              3,293,728   (4)        3,293,728   (4)
Grand............................           American Tissue Mills of Ohio                1,080,132   (2)        1,080,132   (2)
Grand............................           American Tissue Mills of Massachusetts       1,442,278   (3)        1,442,278   (3)
American Tissue Mills of Greenwich          American Tissue Mills of Massachusetts         197,000   (3)          197,000   (3)
100 Realty Management............           Pheasant                                        17,766   (5)           17,766   (5)
American Tissue Mills of New York           American Tissue Mills of Massachusetts         150,380   (3)          150,380   (3)

Other............................                                                          675,836                675,836
                                                                                      ------------           ------------
      Total......................                                                     $ 22,528,715           $ 22,528,715
                                                                                      ============           ============
</TABLE>
----------
(1)  Represents indebtedness arising from loans made from time to time to
     finance the purchase of assets by American Kraft Mills of Tennessee,
     consisting of a kraft paper mill and related startup costs, capital
     improvements and working capital needs.

(2)  Represents indebtedness for advances made from time to time to finance
     certain continuing costs of maintaining the tissue mill owned by American
     Tissue Mills of Ohio.

(3)  Represents indebtedness for advances made from time to time to finance
     certain continuing costs relating to a tissue mill formerly operated by
     American Tissue Mills of Massachusetts which has discontinued operations.

(4)  Represents indebtedness for working capital loans made from time to time to
     finance the converting operations conducted by American Tissue Mills de
     Mexico at our converting facility in Mexicali, Mexico.

(5)  Represents indebtedness arising from working capital loans made from time
     to time to finance the acquisition of certain undeveloped land owned by
     Pheasant which is proposed to be leased to American Tissue Corporation
     following the development and construction of a warehouse.

     In addition to the above listed loans and advances made to the affiliated
entities, we engage in other transactions in the ordinary course of business
with these and other affiliated entities. Such transactions are accounted for on
the same basis as transactions with unrelated parties and reflected as operating
receivables and payables.

     Our subsidiary, American Tissue Mills of Neenah, has entered into a lease,
dated August 1, 1998, with Lakeview Real Estate pursuant to which American
Tissue Mills of Neenah leases our Neenah, Wisconsin distribution facility from
Lakeview for a 20-year term expiring on July 31, 2018. The annual rental under
such lease is currently approximately $1,268,000, and increases from time to
time to a maximum annual rent of approximately $1,460,000. In addition, the
tenant pays as additional rent to Lakeview all taxes, insurance and maintenance
costs of such facility.



                                      -41-
<PAGE>


American Tissue Mills of Neenah has made aggregate rental payments to Lakeview
in fiscal 2000 of approximately $1,268,000.

     Our subsidiary, American Tissue Corporation, leases a warehouse facility
located in Huntington, New York from Huntington LLC under a lease dated June 1,
1998, for a 20-year term expiring on May 29, 2018. The current annual rental
under such lease is approximately $540,000 and increases from time to time to a
maximum of approximately $883,000. In addition, the tenant pays as additional
rent to Huntington all taxes, insurance and maintenance costs of this facility.
American Tissue Corporation has made aggregate rental payments to Huntington in
fiscal 2000 of approximately $524,000.

     American Tissue Corporation has guaranteed the payment and performance by
American Forms LLC, as tenant, under a lease dated as of July 1, 2000 of a
warehouse facility located in Plano, Texas expiring June 30, 2020. The current
annual rent under this lease is approximately $396,000 and increases from time
to time to a maximum of approximately $695,000. In addition, the tenant pays as
additional rent to Plano Realty all taxes, insurance and maintenance costs of
this facility. American Tissue Corporation has made aggregate rental payments,
on behalf of the tenant, in fiscal 2000 of approximately $66,000.

     American Tissue Mills of New York leases a warehouse facility located in
Mechanicville, New York from Mechanicville Realty under a lease dated as of July
31, 2000 for a 20 year term expiring July 31,2020. The current annual rent under
the lease is approximately $650,000. In addition, the tenant pays as additional
rent to Mechanicville Realty all taxes, insurance and maintenance costs of this
facility. No payments have been made to date under this lease.

     American Tissue Corporation has entered into a production sales agreement
with American Tissue Mills of Maine LLC dated in May 2000 under which American
Tissue Corporation agrees to purchase at current market prices, as reasonably
determined by American Tissue Corporation, all of the output of the paper mill
operated by American Tissue Mills of Maine in Augusta Maine which American
Tissue Mills of Maine is unable to sell to third parties, unless America Tissue
Corporation submits purchase orders for some or all of the products produced at
the Augusta mill. This Agreement has an initial term of 10 years, subject to
automatic renewal for additional 10 year terms if neither party elects to
terminate within 30 days after the initial term or any renewal term. American
Tissue Corporation has paid an aggregate of approximately $4.3 million under
this Agreement in fiscal 2000 for approximately 4,867 tons of paper products.

     Super American Tissue leases equipment to a number of our subsidiaries at
varying annual rentals for terms which range from three to seven years. The
aggregate annual rental payable under these leases currently aggregates $12.5
million. In fiscal 2000, our subsidiaries paid an aggregate of approximately
$6.2 million to Super American Tissue under these leases.

     American Tissue Mills of Tennessee leases from Super American Tissue Mills
of Tennessee a paper mill, converting facility and warehouse located in Memphis
Tennessee under a lease dated as of September 25, 2000 for a 20 year term
expiring in September, 2020. The current annual rent under the lease is
approximately $300,000. In addition, the tenant pays all taxes, insurance



                                      -42-
<PAGE>


and maintenance costs of this facility. American Tissue Mills of Tennessee has
made aggregate rental payments under this lease of approximately $5,000.

     American Tissue Mills of Tennessee also leases from Super American Tissue
Mills of Tennessee the equipment located at the Memphis facilities referred to
above under a lease dated as of September 25, 2000 for a 20 year term expiring
in September 2020. The current annual rent under this lease is approximately
$2.1 million. In addition, the tenant pays all taxes, insurance and maintenance
costs of this equipment. American Tissue Mills of Tennessee has made aggregate
payments under this lease of approximately $175,000.

     In November 2000, American Tissue Corporation sold to American Pad & Paper
LLC, inventory and accounts receivable having a book value of approximately $9.3
million at a purchase price equal to the book value of these assets.

     American Tissue Corporation purchases corrugating medium, a material used
to manufacture corrugated containers, and core stock from American Kraft Mills
of Tennessee at market prices. In fiscal 2000, American Tissue Corporation
purchased approximately 964 tons of corrugating medium and core stock from
American Kraft Mills of Tennessee for which it paid an aggregate of
approximately $392,000.

     Under an agreement dated December 12, 1994, American Tissue Corporation,
reimburses American Tissue Mills de Mexico for all operating expenses, including
payroll costs, incurred by American Tissue Mills de Mexico for converting jumbo
tissue rolls supplied by American Tissue Corporation into finished tissue
products at our converting facility in Mexicali, Mexico. American Tissue
Corporation also pays American Tissue Mills de Mexico a fee equal to 5.0% of
such operating expenses, net of any losses resulting from currency fluctuations.
In fiscal 2000, American Tissue Corporation reimbursed American Tissue Mills de
Mexico for approximately $4.1 million of operating expenses and paid American
Tissue Mills de Mexico approximately $1.1 million in converting fees.

     Three of our subsidiaries, Engineers Road, Gilpin Realty and Coram Realty,
together with Huntington, an Affiliated Company, have entered into a mortgage
loan with Roslyn Savings Bank in the principal amount of $14.3 million, at an
annual rate of 7.5%, which matures on August 1, 2008. The aggregate principal
amount we allocated to our subsidiaries was approximately $7.8 million.

Transactions with Executive Officer

     During fiscal 2000, American Tissue Corporation paid fees of $140,000 to
Six Gees, Inc., of which Nicholas T. Galante, III, one of our executive vice
presidents is the sole stockholder. Such consulting fee is in addition to
compensation paid to Mr. Galante as one of our executive officers.

Transactions with Stockholders

     Messrs. Elghanayan and Gabayzadeh have borrowed money from some of our
subsidiaries in the aggregate amount of $1.2 million as of September 30, 2000.
Such loans have no definite repayment date and do not bear interest. The
following table sets forth the details of such transactions:


                                      -43-
<PAGE>


<TABLE>
<CAPTION>
                                                                 Highest Amount                   Amount
                                                                Outstanding Since             Outstanding At
Debtor                        Creditor                           October 1, 1999            September 30, 2000
------                        --------                           ---------------            ------------------
<S>                          <C>                                 <C>                         <C>
N. Elghanayan                Unique Financing LLC                $566,000                    $566,000
M. Gabayzedeh                Unique Financing LLC                 566,000                     566,000
N. Elghanayan                Grand LLC                             17,000                      17,000
M. Gabayzadeh                Grand LLC                             17,000                      17,000
</TABLE>

                                     PART IV

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

     (a)  Document List

          1.   Financial Statements

     The consolidated balance sheet of America Tissue Inc. as of September 30,
1999 and 2000 and the related consolidated statements of operations and
comprehensive income, changes in stockholder's equity, and cash flows for the
three years ended September 30, 2000, including the notes thereto, are set forth
under Item 8 of this Annual Report. Such "Report of Independent Accountants" as
presented in the financial statements is also set forth under Item 8 of this
Annual Report.

          2.   Financial Statement Schedules

     Schedule II (Valuation and Qualifying Accounts) for the three years ended
September 30, 2000 is found on page F-25 of this Annual Report. No other
schedules are filed as part of this Annual Report because they are not
applicable or are not required.

     The Report of Independent Accountants is found on page F-1 of this Annual
Report.

          3.   Exhibits filed or incorporated by reference

See Exhibit Index


     (b)  Reports of Form 8-K

          None


                                      -44-
<PAGE>


                                   Signatures

     American Tissue Inc. has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                               American Tissue Inc.
                                                  (Registrant)

                                          By: /s/ Mehdi Gabayzedeh
                                              ----------------------------------
                                              Mehdi Gabayzedeh, President, Chief
                                              Executive Officer and Director

                                                       December 29, 2000
                                              ----------------------------------
                                                            (Date)

     This report has been signed below by the following persons on behalf of
American Tissue Inc. and in the capacities and on the dates indicated.

                                          By: /s/ Nourollah Elghanayan
                                              ----------------------------------
                                              Nourollah Elghanayan, Chairman of
                                              the Board and director

                                                       December 29, 2000
                                              ----------------------------------
                                                            (Date)


                                          By: /s/ Mehdi Gabayzedeh
                                              ----------------------------------
                                              Mehdi Gabayzedeh, President, Chief
                                              Executive Officer and Director

                                                       December 29, 2000
                                              ----------------------------------
                                                            (Date)


                                          By: /s/ Edward I. Stein
                                              ----------------------------------
                                              Edward I. Stein, Executive
                                              Vice President and Chief Financial
                                              Officer

                                                       December 29, 2000
                                              ----------------------------------
                                                            (Date)


                                          By:
                                              ----------------------------------
                                              Andrew Rush, Director

                                                       December __, 2000
                                              ----------------------------------
                                                            (Date)



                                      -45-
<PAGE>


                                INDEX TO EXHIBITS


  EXHIBIT NUMBER                DESCRIPTION
  --------------                -----------

      3.1(1)       Certificate of Incorporation of American Tissue Inc., as
                   amended

      3.2(1)       By-Laws of American Tissue Inc.

      4.1(1)       Indenture dated as of July 9, 1999 among American Tissue
                   Inc., each Subsidiary Guarantor and The Chase Manhattan Bank,
                   as Trustee

      4.2(1)       Form of 12 1/2% Series B Senior Secured Notes

      4.3(1)       Form of Subsidiary Guarantees

      4.4(1)       Purchase Agreement dated as of July 9, 1999 among American
                   Tissue Inc., each Subsidiary Guarantor and Donaldson, Lufkin
                   & Jenrette Securities Corporation

      4.5(1)       Registration Rights Agreement dated as of July 9, 1999, by
                   and among American Tissue Inc., each Subsidiary Guarantor and
                   Donaldson, Lufkin & Jenrette Securities Corporation

      4.6(1)       Security Agreement dated as of July 9, 1999, made by American
                   Tissue Inc. and each of the Subsidiary Guarantors in favor of
                   the Trustee

      4.7(1)       Form of Mortgage, Assignment of Leases, Security Agreement
                   and Fixture Filing dated as of July 9, 1999 between each of
                   the following Subsidiary Guarantors in favor of the Trustee:
                   American Tissue Mills of Greenwich LLC relating to premises
                   at Mill Road, Greenwich, New York; America Tissue Mills of
                   New Hampshire, Inc. relating to premises at 116 Lost Road,
                   Winchester, New Hampshire; American Tissue Mills of Neenah
                   LLC relating to premises at 249 Lake Street, Neenah,
                   Wisconsin; American Tissue Mills of New York, Inc. relating
                   to premises at 510 South Main Street, Mechanicville, New
                   York; American Tissue Mills of Wisconsin, Inc. relating to
                   premises at 858 West Leather Avenue, Tomahawk, Wisconsin;
                   Berlin Mills Railway, Inc. relating to premises in Gorham,
                   New Hampshire; Coram LLC relating to premises at 466-468 Mill
                   Road, Coram, New York; Crown Vantage-New Hampshire Electric,
                   Inc., relating to premises in Berlin and Gorham, New
                   Hampshire; Engineers Road LLC relating to premises at 135
                   Engineers Road, Hauppauge, New York; Gilpin Realty Corp.
                   relating to premises at 45 Gilpin Avenue, Hauppauge, New
                   York; Landfill of America LLC relating to premises in
                   Success, New Hampshire; Paper of America LLC relating to
                   premises in Gorham, New Hampshire; Pulp of America LLC
                   relating to premises in Berlin, New Hampshire; and Saratoga
                   Realty LLC relating to premises at 3 Duplainville Road,
                   Saratoga Springs, New York


<PAGE>

  EXHIBIT NUMBER                DESCRIPTION
  --------------                -----------

      4.8(1)       Leasehold Mortgage, Assignment of Leases, Security Agreement
                   and Fixture Filing dated as of July 9, 1999 between Grand
                   LLC, as mortgagor, and the Trustee, as mortgagee

      4.9(1)       Leasehold Deed of Trust, Assignment of Leases, Security
                   Agreement and Fixture Filing dated as of July 9, 1999 made by
                   American Tissue Mills of Oregon, Inc., as grantor, to Ticor
                   Title Insurance Company, as trustee for the benefit of the
                   Trustee, as beneficiary

     10.1(1)       Amended and Restated Loan and Security Agreement dated
                   July 9, 1999 among American Tissue Inc., certain subsidiaries
                   of American Tissue Inc., certain lenders and LaSalle Bank
                   National Association, for itself and as agent for the other
                   lenders

      10.1A        Amendment to Amended and Restated Loan and Security
                   Agreement among the parties listed in the description of
                   Exhibit 10.1 above

     10.2(1)       Existing Lien Intercreditor Agreement dated as of July 9,
                   1999 among American Tissue Inc., each of the Subsidiary
                   Guarantors, the Trustee, Bank United, The Roslyn Savings Bank
                   and LaSalle Bank National Association

     10.3(1)       Consent and Intercreditor Agreement dated as of July 9, 1999
                   among American Tissue Mills of Oregon, Inc., American Tissue
                   Corporation, the Trustee and Boise Cascade Corporation

     10.4(1)       Asset Purchase Agreement dated March 24, 1999 by and among
                   Crown Paper Co., Crown Vantage-New Hampshire Electric, Inc.,
                   Berlin Mills Railway, Inc., as Seller, and American Tissue
                   Holdings Inc. (now known as American Tissue Inc.) and Pulp &
                   Paper of America LLC, as Buyer

     10.5(1)       Instrument of Assumption of Liabilities dated July 9, 1999
                   made by Pulp & Paper of America LLC and its subsidiaries in
                   favor of Crown Vantage, Inc. and its subsidiaries

     10.6(1)       Pulp Purchase Agreement dated March 24, 1999 between Crown
                   Paper Co. and Pulp & Paper of America LLC

     10.7(1)       Paper Brokerage Agreement dated March 24, 1999 between Crown
                   Paper Co. and Pulp & Paper of America LLC

     10.8(1)       Strategic Alliance Agreement dated March 24, 1999 between
                   Crown Paper Co. and Pulp & Paper of America LLC

     10.16(1)      Agreement dated November 23, 1992 between American Tissue
                   Mills of Oregon, Inc. and Boise Cascade, as amended by the
                   Amendment dated January 1, 1999 among the same parties and
                   American Tissue Corporation

                                       2

<PAGE>

  EXHIBIT NUMBER                DESCRIPTION
  --------------                -----------

     10.18(1)      Loan Agreement dated December 15, 1995 between American
                   Tissue Corporation and Curtiss-Wright Flight Systems/Shelby,
                   Inc.

     10.21(1)      Note and Mortgage dated October 27, 1998 made by Grand LLC in
                   favor of Security Mutual Life Insurance Company of New York
                   relating to premises located in Halfmoon, New York

     10.22(1)      Consolidated Mortgage Note and Consolidated Mortgage dated
                   December 29, 1997 made by Saratoga Realty LLC in favor of
                   Bank United relating to premises located at 3 Duplainville
                   Road, Saratoga Springs, New York

     10.23(1)      Consolidated Mortgage Note and Consolidated Mortgage dated
                   October 17, 1997 made by Grand LLC in favor of Bank United
                   relating to premises located at Bell's Lane, Waterford, New
                   York

     10.24(1)      Consolidated Mortgage Note and Consolidated Mortgage dated
                   July 21, 1998 made by Gilpin Realty Corp., Coram Realty LLC,
                   Engineers Road LLC and Huntington LLC in favor of The Roslyn
                   Savings Bank relating to premises located at 135 Engineers
                   Road, Hauppauge, New York, 466-468 Mill Road, Coram, New York
                   and 45 Gilpin Avenue, Hauppauge, New York

     10.25(1)      Mortgage Note and Deed of Trust dated as of April 19, 1999
                   made by Calexico Tissue Company LLC in favor of Bank United

     10.28(1)      Agreement to Supply Sand and Gravel in Place dated October
                   30, 1997 between John Hancock Mutual Life Insurance Company
                   and Crown Paper Co.

     10.29(1)      Roundwood Supply Agreement dated June 28, 1999 between Prime
                   Timber Company LLC and Crown Paper Co.

     10.30(1)      Northeast Roundwood Supply Agreement dated October 30, 1997
                   between John Hancock Mutual Life Insurance Company and Crown
                   Paper Co.

     10.32(1)      Labor Agreement dated as of June 24, 1997 between Crown
                   Vantage and United Paperworkers International Union, AFL-CIO,
                   and its United Brotherhood Local Union No. 75

     10.33(1)      Labor Agreement dated July 15, 1997 between Crown Paper Co.
                   and Office and Professional Employees International Union,
                   Local 6

     10.34(1)      Agreement dated December 12, 1994 between American Tissue
                   Corporation and American Tissue Mills de Mexico S.A. de C.V.

     10.35         Cooperative Agreement dated October 30, 2000 between
                   American Tissue Mills of Neenah LLC and PACE

     10.36         Labor Agreement dated October 25, 2000 between American
                   Tissue Mills of Tennessee LLC and PACE

     10.37         Master Lease Agreement of equipment dated September 25, 2000
                   between Super American Tissue Mills of Tennessee LLC, as
                   lessor, and American Tissue Mills of Tennessee LLC, as lessee

     10.38         Lease dated September 25, 2000 of real property located at
                   400 Mahannah Avenue, Memphis, Tenneessee between Super
                   American Tissue Mills of Tenneessee LLC, as landlord and
                   American Tissue Mills of Tenneessee LLC, as tenant

     12.1(1)       Computation of ratio of earnings to fixed charges

     21.1(1)       Subsidiaries of American Tissue Inc.

                                       3

<PAGE>

  EXHIBIT NUMBER                DESCRIPTION
  --------------                -----------

     27.1(1)        Financial Data Schedule

------------------
(1)  Incorporated by reference to previously filed Exhibits to American Tissue
     Inc. Registration Statement No. 333-88017 on Form S-4 filed with the
     Securities and Exchange Commission ("SEC") on February 7, 2000 and all
     amendments thereto.

                                       4