<PAGE>
 
================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                        
                                   FORM 10-K

           [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                                        
                  for the fiscal year ended December 25, 1998

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                                        
                       COMMISSION FILE NUMBER: 333-19495

                          RADNOR HOLDINGS CORPORATION
            (Exact name of Registrant as specified in its charter)


                 DELAWARE                                    23-2674715
     (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                    Identification Number)
 
THREE RADNOR CORPORATE CENTER, SUITE 300
100 MATSONFORD ROAD, RADNOR, PENNSYLVANIA                        19087
(address of principal executive offices)                      (Zip Code)
 
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 610-341-9600

       SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:  NONE
                                        
       SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:  NONE
                                        
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                          Yes [X]        No [ ]

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

As of March 19, 1999 there were 600 shares of the Registrant's Voting Common
Stock ($.10 par value), 245 shares of the Registrant's Nonvoting Common Stock
($.10 par value) and 5,400 shares of the Registrant's Class B Nonvoting Common
Stock ($.01 par value) outstanding.  The aggregate market value of voting stock
held by non-affiliates of the Registrant as of such date was $0.

                      DOCUMENT INCORPORATED BY REFERENCE:
                                        
Portions of the Registrant's Prospectus dated February 6, 1998, included in
Amendment No. 1 to the Company's Registration Statement on Form S-4, Commission
File No. 333-42101, are incorporated by reference in Item 8.

===============================================================================
<PAGE>
 
                          RADNOR HOLDINGS CORPORATION
                                1998 FORM 10-K
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
ITEM                                                                                     Page
----                                                                                     ----
<S>                                                                                      <C>
                                      PART I
                                      ------

 1.        Business                                                                        1
             Packaging & Insulation                                                       
               Food Packaging Products                                                     1
               Insulation Products                                                         2
             Specialty Chemicals                                                           2
             General                                                                      
               Raw Materials                                                               2
               Risks Attendant to Foreign Operations                                       3
               Proprietary Technology and Trademarks                                       3
               Competition                                                                 3
               Employees                                                                   4
               Euro Introduction                                                           4
               Year 2000                                                                   4
               Environmental Matters                                                       4
                                                                                          
 2.        Properties                                                                     
             Packaging & Insulation                                                        7
             Specialty Chemicals                                                           7
                                                                                          
 3.        Legal Proceedings                                                               8
                                                                                          
 4.        Submission of Matters to a Vote of Security Holders                             8
                                                                                          
                                      PART II                                             
                                      -------
                                                                                          
 5.        Market for Registrant's Common Equity and Related Stock Matters                 9
                                                                                          
 6.        Selected Financial Data                                                        10
                                                                                          
 7.        Management's Discussion and Analysis of Financial Condition and                
           Results of Operations                                                          11
                                                                                          
 7A.       Quantitative and Qualitative Disclosure About Market Risk                      15
                                                                                          
 8.        Financial Statements and Supplementary Data                                    16
                                                                                          
 9.        Changes in and Disagreements with Accountants on Accounting                    
           and Financial Disclosure                                                       17
                                                                                          
                                      PART III                                            
                                      --------
                                                                                          
10.        Directors and Executive Officers of the Registrant                             18
                                                                                          
11.        Executive Compensation                                                         20
                                                                                          
12.        Security Ownership of Certain Beneficial Owners and Management                 22
                                                                                          
13.        Certain Relationships and Related Transactions                                 24
                                                                                          
                                      PART IV                                             
                                      -------
                                                                                          
14.        Exhibits, Financial Statement Schedules, and Reports on Form 8-K               25
</TABLE>
                                        
<PAGE>
 
                                    PART I

ITEM 1.   BUSINESS

  Radnor Holdings Corporation, through acquisition and internal development, has
established itself as a leading worldwide manufacturer and distributor of
specialty chemicals and foam packaging and insulation products for the
foodservice, insulation and packaging industries.

  The packaging and insulation business segment manufactures and distributes
foam cup and container products for the foodservice industry as well as a
variety of standard and specialized insulation products. Through its WinCup
Holdings, Inc. ("WinCup") subsidiary, the Company is the second largest producer
in the United States of foam cups and containers for the foodservice industry.
The specialty chemicals business segment primarily manufactures and distributes
expandable polystyrene ("EPS") bead for internal consumption and distribution to
the insulation and packaging industries. Through its Radnor Chemical Corporation
subsidiary, the Company is the fifth largest worldwide producer of EPS.

  Financial information concerning the Company's business segments appears in
Note 11 to the Consolidated Financial Statements included under Item 8 herein.
As used in this Report, the term "Radnor" or "Company" includes subsidiaries,
unless the context indicates otherwise.

                            PACKAGING & INSULATION

  Radnor's downstream operations consist of food packaging and insulation
products where the Company is able to differentiate itself by its product
quality, customer service and production technology.  The downstream operations
obtain nearly 100% of their EPS requirements from the specialty chemicals
segment.

FOOD PACKAGING PRODUCTS

  The foam sector of the U.S. disposable cup and container market, which the
Company believes had sales of approximately $600 million in 1998, is highly
concentrated, with the Company and its primary competitor accounting for more
than 80% of the sector.

  The Company manufactures a broad range of foam cups, bowls, containers,
packaging products and thermoformed plastic lids. The use of foam provides an
insulating feature to the Company's products, allowing them to be used for both
hot and cold beverages and food products while enhancing comfort for the end
user. Foam cups are manufactured in varying sizes for both hot and cold
beverages and are sold under the Dixie(R), COMpac(TM), Profit Pals(R),
STYROcup(R), Handi-Kup HK(R), and Simplicity(R) brand names. Foam bowls and
other containers are made in varying sizes for both hot and cold food products
and are sold under the STYROcontainers(R) brand name. The Company also
manufactures thermoformed leak-resistant plastic lids for its cups, bowls and
containers.

  The Company sells its disposable food packaging products through a 64-person
sales organization and through an extensive network of more than 65 independent
sales representatives. Sales and marketing efforts are directed by the Company's
Senior Vice President of Sales and Marketing and are supported by 12 senior
sales managers with an average of more than 15 years experience in the
foodservice industry. The Company believes its experienced sales team and long-
term representative relationships enhance the Company's ability to provide high
levels of customer service and specialized marketing programs, including custom-
designed foam products.

  The Company's food packaging products are made with custom-designed foam cup
molding machines, lid production machines and foam cup and container printing
machines. The Company operates ten plants throughout the U.S. that produce foam
cups, containers and lids.

  The Company supplies food packaging products to a number of large national
companies and foodservice distributors. No customer represented more than 6.0%
of the Company's net sales for 1998. In addition, the five largest accounts
represented approximately 21.5% of the Company's net sales for 1998. Although
the Company has 

                                       1
<PAGE>
 
not lost sales from its key customers in 1996, 1997, 1998 or 1999 to date, if
any of such customers substantially reduces its level of purchases from the
Company, the Company's profitability may be adversely affected. Moreover,
continued consolidation among distributors in the foodservice industry could
result in an increasingly concentrated customer base or the loss of certain
customers.

INSULATION PRODUCTS

  The Company's insulation operations directly convert EPS produced by the
specialty chemicals segment into a full range of building insulation panels,
such as roof, wall and floor panels for the building industry, as well as
specialized insulation products.  These products are sold primarily in Finland
and the Scandinavian countries of Denmark, Sweden and Norway and accounted for
approximately 13.1% of the Company's consolidated net sales for 1998.

  The Company maintains its own direct sales force for insulation products,
which sells to more than 2,000 customers, including large building wholesalers,
residential and commercial construction companies and distributors. A portion of
the insulation sales force is decentralized, allowing the Company to separately
market specialized products in addition to its standard product offerings.

  The Company operates seven plants located in Finland, Sweden and Denmark that
manufacture insulation panels from EPS.  These plants convert approximately one-
third of the Company's production of EPS in Europe into insulation products.

                              SPECIALTY CHEMICALS
                                        
  The EPS industry is generally comprised of three grades of material: block
grade for rigid board insulation and molded parts, shape grade for a broad range
of packaging and specialty applications and T-grade for foodservice containers
and lost foam casting.  The North American market for EPS products is estimated
at approximately 940 million pounds annually, including insulation, packaging
and foodservice grades.  The European market is estimated at approximately 1.5
billion pounds annually consisting primarily of block and shape grades.
Worldwide, there are in excess of 20 manufacturers with the top five accounting
for approximately 60% of the market.

  The Company manufactures EPS for its internal consumption in addition to
selling directly to third party manufacturers.  The specialty chemicals segment
supplies nearly 100% of the packaging and insulation segment's EPS requirements.
Sales to the packaging and insulation operations were $53.8 million or 37.7% of
the specialty chemicals segment's total sales for 1998.  The Company's EPS
includes a range of bead sizes and densities for conversion into foam
containers, light and heavy insulation boards, and various shape products.

  In North America, the Company sells EPS through a dedicated sales force to
manufacturers of foam packaging and insulation products.  In Europe, the Company
markets its EPS and other polystyrene products through a combination of its own
sales force, sales agency arrangements with third-party sales offices and
manufacturers' representatives. In support of these sales and marketing efforts,
the Company employs individuals who are knowledgeable of chemical engineering
and manufacturing processes in order to provide technical assistance to
customers.

  The Company operates four plants in North America and two plants in Europe
that manufacture EPS from styrene monomer.  These plants produced more than 285
million pounds or 129,300 metric tons of EPS during 1998.

                                    GENERAL
                                        
RAW MATERIALS

  The Company's packaging and insulation products are manufactured from EPS,
which is produced from styrene monomer. Styrene monomer is a commodity
petrochemical that is readily available in bulk quantities from 

                                       2
<PAGE>
 
numerous large, vertically integrated chemical companies. Historically, styrene
monomer prices have fluctuated as a result of changes in petrochemical prices
and the capacity, supply and demand for styrene monomer. However, in recent
years, such prices have been relatively stable. Styrene monomer prices during
1997 ranged from $.28 to $.30 per pound. During 1998 and 1999 to date, styrene
monomer prices have ranged from $.23 to $.30 per pound.

  The specialty chemicals business does not insulate the Company's packaging and
insulation operations from styrene monomer price fluctuations, although it
mitigates the impact of such fluctuations by increasing the Company's
flexibility to purchase styrene monomer.  Radnor purchases styrene monomer from
various suppliers through long-term contracts as well as through spot market
transactions.

  The raw materials used by the Company for the manufacture of thermoformed lids
are primarily plastic resins such as high-impact polystyrene ("HIPS").  Most of
the plastic resins used by the Company, including HIPS, are available from a
variety of sources.

RISKS ATTENDANT TO FOREIGN OPERATIONS

  The Company conducts its businesses in numerous foreign countries and as a
result is subject to risks customarily encountered in foreign operations,
including fluctuations in foreign currency exchange rates and controls, import
and export controls, and other economic, political and regulatory policies of
local governments.  The Company's foreign entities report their assets,
liabilities and results of operations in the currency in which the entity
primarily conducts its businesses. The foreign currencies are ultimately
translated into U.S. dollars for financial reporting purposes.

  Note 11 to the Company's financial statements included under Item 8 herein
contains information with respect to the geographic composition of the Company's
operations and financial position as of and for the years ended December 25,
1998 and December 26, 1997.

PROPRIETARY TECHNOLOGY AND TRADEMARKS

  The Company has developed a broad array of proprietary technology that is
utilized in various stages of its manufacturing operations. The Company relies
primarily upon confidentiality agreements and restricted plant access to protect
its proprietary technology. The Company owns or holds license rights with
respect to numerous patents relating to its lid design in manufacturing,
embossed cup design and continuous formed foam cup manufacturing processes. The
Company, however, does not consider these patents material to its operations.

  The Company holds approximately 35 registered trademarks which are not
considered material to its operations.

COMPETITION

  The Company's businesses face strong competition from others, some of which
are larger and have greater resources than Radnor.

  Radnor's food packaging business competes in the U.S. principally with Dart
Container Corp., which has significantly greater financial resources than the
Company and controls the largest share of this market segment. In Europe,
Radnor's insulation business competes primarily with several regional
manufacturers who have financial resources and market share similar to that of
the Company.

  Competition in the packaging and insulation segment is based primarily on
customer service, product quality and the price at which the products are
offered. The Company believes that its market position is attributable to its
high level of customer service and product quality, strategically located
manufacturing facilities, proprietary technology and experienced management
team. The Company does not believe that other companies operating in related
markets are likely to enter the packaging and insulation segment due to the
significant investment that would be required.

                                       3
<PAGE>
 
  In North America, the specialty chemicals business segment competes with Nova
Chemicals, Inc., Huntsman Chemical Corp. and BASF Corporation, which are larger
and have greater financial resources than the Company and which control a
significant share of the market for supplying EPS to manufacturers of insulation
and packaging products. In Europe, the Company competes with several companies
including BASF Corporation, Shell Oil Company, EniChem S.P.A. and Huntsman
Chemical Corp, which are larger and have substantially greater financial
resources than Radnor.

  The Company believes that competition within the EPS market is primarily based
on price, although customer service and support and high quality products can be
significant competitive factors, particularly among the smaller manufacturers of
foam insulation and packaging products.

EMPLOYEES

  As of December 25, 1998, the Company had approximately 1,800 full-time
employees.  Except for employees in Europe, Radnor's employees are not
represented by any union.  The Company has never experienced a material labor
strike or other material labor-related work stoppage and considers its relations
with its employees to be good.

  In Finland, over 90% of the Company's employees are represented by one of
five unions and the Company is subject to three collective bargaining
agreements.  In Sweden, over 90% of the Company's employees are represented by
one of four unions and the Company is subject to two collective bargaining
agreements. The Company is represented in Swedish collective bargaining
negotiations by Byggnadamnesforbundet (Construction Materials Federation). The
European Union directives regarding employment are applicable to the Company in
Finland and Sweden; however, the terms of the collective bargaining agreements
will control employment relationships in these countries to the extent that
these agreements address relevant issues in a more detailed manner and include
benefits exceeding the minimum standards established by the directives.

  In Denmark, the Company is a member of Dansk Industri, a large Danish
employer association, which has negotiated collective bargaining agreements with
various trade unions throughout Denmark.  Most of the Company's blue collar
employees in Denmark are represented by the trade union SID (semi-skilled
workers union).  In addition, the Company has negotiated local agreements with
its Danish workers that supplement the collective bargaining agreements.
Moreover, all contracts for white collar employees in Denmark must include
provisions that are at least as favorable as those provided in the Danish
Employees Act.

  The Company is dependent on the management experience and continued services
of the Company's executive officers, including its Chief Executive Officer,
Michael T. Kennedy. The loss of the services of these officers could have a
material adverse effect on the Company's business. In addition, the Company's
continued growth depends on its ability to attract and retain experienced key
employees.

EURO INTRODUCTION

  The Company does not expect the introduction of the Euro resulting from the
European Monetary Union to have a significant impact on the Company's business.

YEAR 2000

  Software failures due to processing efforts potentially arising from
calculations using Year 2000 dates are a known risk.  The Company is currently
evaluating and managing the financial and operating risks associated with this
problem.  Additional information regarding the Company's Year 2000 efforts is
included under Item 7 herein.

ENVIRONMENTAL MATTERS

  The Company's facilities are used for manufacturing or warehousing foam
conversion products or the EPS from which such products are manufactured. Many
of these facilities are subject to federal, state, foreign and local 

                                       4
<PAGE>
 
laws and regulations relating to, among other things, emissions to air,
discharges to water and the generation, handling, storage, transportation and
disposal of hazardous and non-hazardous materials and wastes.

   Certain of the Company's manufacturing facilities generate air emissions,
including volatile organic compounds and particulate matter, that are regulated
and require permits and/or emissions control equipment. While the Company
believes that the majority of the air emissions from its facilities are properly
permitted and controlled, certain of the Company's facilities have been cited
for instances of noncompliance, although no material citations were issued
within the periods covered by the financial statements included in this Annual
Report and all of these citations have been resolved without a material adverse
effect on the Company's financial condition or results of operations. Certain of
the Company's facilities also have failed to report certain emissions as
required, and it is possible that certain of the Company's facilities lack
proper air emission permits, that these permits do not address all regulated
emissions and/or that certain of the facilities are not in full compliance with
all permit conditions. Certain of the Company's Finnish and Scandinavian
facilities could be required in the future to reduce emissions of pentane and
styrene. The requirement to reduce such air emissions is subject to negotiation
with Finnish and Scandinavian regulatory authorities and could require
significant capital expenditures. The Company believes, however, that the costs
of achieving and maintaining compliance with laws and regulations regarding air
emissions are not reasonably likely to have a material adverse effect on the
Company's financial condition or results of operations, based on its prior
experience in addressing compliance matters that raised potentially similar
issues for other facilities. Furthermore, the Company has no knowledge of any
claims regarding air emissions that could be expected to have a material adverse
effect on the Company's financial condition or results of operations. However,
it is possible that the Company could incur significant fines, penalties or
capital costs associated with any confirmed noncompliance. There can be no
assurance that future environmental laws or regulations, or permit requirements
under Title V of the Clean Air Act, will not require substantial expenditures by
the Company or significant modifications of the Company's operations.

   Certain of the Company's manufacturing facilities generate wastewater that is
regulated and requires permits for discharge. While the Company believes that
the majority of the wastewater discharges from its facilities are properly
permitted, certain of the Company's facilities have been cited for instances of
past noncompliance. All of these citations have been resolved without a material
adverse effect on the Company's financial condition or results of operations.
Moreover, one of the Company's facilities has failed to report wastewater
pretreatment system upset conditions as required, and it is possible that
certain of the Company's facilities currently lack proper wastewater discharge
permits and/or are not in full compliance with all permit conditions. The
Company has no knowledge of any claims regarding wastewater discharge that could
be expected to have a material adverse effect on the Company's financial
condition or results of operations. The Company believes that the costs of
achieving and maintaining compliance with laws and regulations regarding
wastewater discharges are not reasonably likely to have a material adverse
effect on the Company's financial condition or results of operations, based both
on the Company's prior experience in obtaining similar permits or addressing
compliance matters that raised potentially similar issues for other facilities
and on preliminary estimates of the cost of addressing such potential permit
issues. It is possible, however, that the Company could become subject to
significant fines, penalties or capital costs associated with any confirmed
noncompliance. Furthermore, there can be no assurance that future environmental
laws or regulations will not require substantial expenditures by the Company or
significant modifications of the Company's operations.

   The Company generates and handles certain hazardous substances, including
petroleum products, and wastes in connection with its manufacturing processes.
The handling and disposal of these substances and wastes is subject to federal,
state, foreign and local regulations, and site contamination originating from
the release or disposal of such substances or wastes can lead to significant
liabilities. It is possible that certain of the Company's current or former
facilities are or were not in full compliance with applicable laws regarding the
handling and disposal of these substances and wastes. The soil and shallow
groundwater at the Company's domestic EPS facilities are known to contain
elevated levels of various contaminants. However, the Company does not believe,
based on the results of soil and groundwater testing, that material remediation
efforts with respect to these conditions will be required. Although the Company
believes that the elevated levels of various contaminants in the soil and
shallow groundwater at the Company's domestic EPS facilities and any confirmed
noncompliance with applicable laws regarding the handling and disposal of
certain hazardous substances have not had, and are not reasonably likely to

                                       5
<PAGE>
have, either individually or in the aggregate, a material adverse effect on the
Company's financial condition or results of operations, and the Company has no
knowledge of claims that could be expected to have a material adverse effect on
its financial condition or results of operations, there can be no assurance that
the Company will not incur significant costs, fines or penalties in connection
with historical on- or off-site handling or disposal of such substances and
wastes or cleanup costs for site contamination.

  The Company owns and operates underground storage tanks ("USTs") at three of
its facilities for the storage of liquid pentane. Leak detection or containment
systems are in place at all three facilities. One of the tanks, located at the
Fort Worth, Texas facility, was pressure tested in 1996 and no leaks were
detected. USTs are generally subject to federal, state, local and foreign laws
and regulations that require testing and upgrading of USTs and remediation of
polluted soils and groundwater resulting from leaking USTs. In addition, if
leakage from the Company's USTs migrates onto the property of others, the
Company may be subject to civil liability to third parties for remediation costs
or other damages. Based on historical experience, the Company believes that its
liabilities associated with UST testing, upgrades and remediation are unlikely
to have a material adverse effect on its financial condition or results of
operations.

  Certain of the Company's current and former facilities are located in
industrial areas and have been in operation for many years. As a consequence, it
is possible that historical or neighboring activities have affected properties
currently or formerly owned by the Company and that, as a result, additional
environmental issues may arise in the future, the precise nature of which the
Company cannot now predict.

                                       6
<PAGE>
 
ITEM 2.  PROPERTIES

   The following tables set forth, as of December 25, 1998, the Company's major
manufacturing, warehouse, machine assembly, utility and office facilities, all
of which are owned except as otherwise noted:

                            PACKAGING & INSULATION
                            ----------------------

<TABLE>
<CAPTION>
                                                                                                                 APPROXIMATE
                                                                                                                 FLOOR SPACE
LOCATION                                                                 USE                                       SQ. FT.
--------                                                                 ---                                       -------
<S>                                              <C>                                                             <C>
Corte Madera, California...................      Manufacturing, warehouse, machine assembly and office                 85,000
                                                 (leased)

Richmond, California.......................      Warehouse (leased)                                                   103,000

El Campo, Texas............................      Manufacturing and warehouse                                           91,000

Higginsville, Missouri.....................      Manufacturing and warehouse                                           68,000

Jacksonville, Florida......................      Manufacturing and warehouse (leased)                                 128,000

Edison, New Jersey.........................      Warehouse (leased)                                                    95,000

Metuchen, New Jersey.......................      Manufacturing                                                         85,000

Mount Sterling, Ohio.......................      Manufacturing and warehouse                                           50,000

Shreveport, Louisiana......................      Manufacturing and warehouse                                           73,000

Stone Mountain, Georgia....................      Manufacturing and warehouse (partially leased)                       315,000

Phoenix, Arizona/(1)/......................      Manufacturing, warehouse, machine assembly and office                182,000
                                                 (leased)

West Chicago, Illinois.....................      Manufacturing, warehouse and office (partially leased)               287,000

Nurmijarvi, Finland........................      Manufacturing, warehouse and office                                   49,000

Vammala, Finland...........................      Manufacturing, warehouse and office                                  172,000

Muurola, Finland...........................      Manufacturing, warehouse and office (leased)                          11,000

Pietarsaari, Finland.......................      Manufacturing, warehouse and office (leased)                          36,000

Norrtalje, Sweden..........................      Manufacturing, warehouse and office (leased)                          63,000

Vargarda, Sweden...........................      Manufacturing, warehouse and office                                   63,000

Hedensted, Denmark.........................      Manufacturing, warehouse and office                                   44,000
</TABLE>

__________________
(1)  The Company purchased its Phoenix, Arizona manufacturing facility on March
     1, 1999 for $9.4 million.  This facility has 170,000 square feet of space
     and represents 93% of the total floor space utilized by the Company in
     Phoenix.

                              SPECIALTY CHEMICALS
                              -------------------

<TABLE>
<CAPTION>
                                                                                                               APPROXIMATE
                                                                                                               FLOOR SPACE
LOCATION                                                                 USE                                     SQ. FT.
--------                                                                 ---                                     -------
<S>                                              <C>                                                           <C>
Fort Worth, Texas..........................      Manufacturing, warehouse and office (partially leased)             76,000
                                          
Saginaw, Texas.............................      Manufacturing, warehouse and office                               106,000
                                          
Baie D'Urfe, Quebec........................      Manufacturing, warehouse and office                                90,000
                                          
                                                 Manufacturing, warehouse, machine assembly, utility and           112,000
Porvoo, Finland............................      office (partially leased)
                                          
                                          
Kokemaki, Finland..........................      Manufacturing, warehouse, utility and office (leased)              52,000
</TABLE>

   In addition, the Company leases approximately 8,000 square feet in
Radnor, Pennsylvania for its executive offices.  The Company believes that its
present facilities are adequate for its current operations and that it will be
able to lease or otherwise acquire any additional facilities as may be required
for its future operations.

                                       7
<PAGE>
 
ITEM 3.   LEGAL PROCEEDINGS

  On November 25, 1996, Jackson National Life Insurance Company ("Jackson") and
Benchmark Holdings, Inc. ("Holdings") filed suit in Cook County, Illinois
Circuit Court against Michael T. Kennedy, Radnor Holdings Corporation
("Radnor"), WinCup, WinCup Holdings L.P. ("WinCup L.P."), James River Paper
Company, Inc. ("James River") and James River Corporation of Virginia.  The suit
related to the November 1995 sale to James River by Holdings of substantially
all of Holdings' assets, consisting of its cutlery and straws operations, and by
WinCup of its plastic cup operations.  Holdings had issued to Jackson certain
shares of nonvoting preferred stock in connection with the May 1991 acquisition
of the cutlery and straws operations, in which Jackson previously held an
unsecured subordinated position.  On February 27, 1998, the court dismissed the
suit on the basis of forum non conveniens.

  On June 24, 1998, Jackson and Holdings filed an action against the same
defendants asserting similar claims relating to the November 1995 sale in the
Court of Chancery for the State of Delaware in and for New Castle County.  The
suit alleges, among other things, that, in connection with the November 1995
sale to James River, Radnor and certain defendants (i) breached or participated
in breaching certain fiduciary duties to Jackson and Holdings, (ii) improperly
interfered in certain alleged contractual rights of the nonvoting preferred
shareholders to prevent the sale from occurring, (iii) committed fraud against
Jackson and Holdings in structuring the transaction and in failing to disclose
the transaction to Jackson in a timely manner and (iv) usurped Holdings'
corporate opportunities in connection with the 1992 acquisition of WinCup and
the 1996 formation of WinCup L.P.  The suit seeks a broad range of remedies
including the imposition of a constructive trust, payment to Holdings of the
profits received by James River and WinCup L.P. since the sale and WinCup L.P's
formation and damages of not less than $30.0 million.

  The Company believes that the allegations in the complaint are without merit.
Holdings, through its investment banker, actively solicited a large number of
prospective purchasers regarding the sale of the cutlery and straws operations.
The Company believes that Jackson had no right to prevent the sale of Holdings'
assets.  In connection with the sale, Holdings obtained opinions from
independent investment banking firms as to the fairness, from a financial point
of view, of the transaction to Holdings' stockholders and as to the
reasonableness of the negotiated value of certain noncompetition agreements
negotiated as part of the sale transaction.  The proceeds received by Holdings
from the sale of the cutlery and straws operations, together with all the
remaining assets of Holdings, were significantly less than the aggregate
outstanding indebtedness of Holdings.  As a result, no proceeds were available
for distribution to any of Holdings' stockholders, including Jackson.  Although
it is not possible to predict with certainty the outcome of any legal
proceeding, the Company intends to defend this suit vigorously and does not
believe that the suit will have a material adverse effect on the Company's
financial condition or results of operations.

  The Company is also involved in various legal actions arising in the normal
course of business.  After taking into consideration legal counsel's evaluation
of such actions, management believes that these actions will not have a material
adverse effect on the Company's financial position or results of operations.

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

  There are no matters to be reported hereunder.

                                       8
<PAGE>
 
                                    PART II
                                        
ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCK MATTERS

MARKET INFORMATION
------------------

   There currently exists no established public trading market for the Company's
Voting Common Stock, $.10 par value, Nonvoting Common Stock, $.10 par value, or
Class B Nonvoting Common Stock, $.01 par value.  There have been no sales of
shares of any class of the Company's Common Stock by the holders thereof since
the Company's inception.

HOLDERS
-------

   As of March 19, 1999, there were 3 holders of record of the Company's Voting
Common Stock, 12 holders of record of the Company's Nonvoting Common Stock and 7
holders of record of the Company's Class B Nonvoting Common Stock.

DIVIDENDS
---------

   In August 1998, the Company declared a dividend of $240.20 per share of the
Company's Voting Common Stock, Nonvoting Common Stock and Class B Nonvoting
Common Stock, which was paid in September 1998.  As with any company, the
declaration and payment of dividends are subject to the discretion of the
Company's Board of Directors and will depend on various factors, including
restrictions on dividends contained in the Company's credit agreements and the
indentures pursuant to which the Company issued its 10% Senior Notes due 2003 on
December 5, 1996 (the "Series A Notes") and its 10% Series B Senior Notes due
2003 on October 15, 1997 (the "Series B Notes").

                                       9
<PAGE>
 
ITEM 6.   SELECTED FINANCIAL DATA

  The following table presents summary consolidated financial data for the
Company.  The following data should be read in conjunction with the consolidated
financial statements and the related notes thereto and Management's Discussion
and Analysis of the Financial Condition and Results of Operations, included
elsewhere herein.

<TABLE>
<CAPTION>
                                                                                    FISCAL YEAR ENDED
                                                    -----------------------------------------------------------------------------
 
                                                       DEC. 30,        DEC. 29,         DEC. 27,       DEC. 26,        DEC. 25,
                                                       1994/(1)/       1995/(1)/       1996/(2)/       1997/(3)/         1998
                                                    ------------   --------------   -------------   ------------    -------------
<S>                                                 <C>            <C>              <C>             <C>             <C>
                                                                       ($ in thousands, except per share amounts)
RESULTS OF OPERATIONS:                                             
                                                                   
Net sales                                               $ 80,850         $ 86,239        $177,395       $243,583         $311,137
Cost of goods sold                                        64,078           75,690         135,982        181,404          220,691
                                                    ------------   --------------   -------------   ------------    -------------
                                                                                                                 
Gross profit                                              16,772           10,549          41,413         62,179           90,446
Distribution expense                                       5,584            6,027          14,099         18,076           23,004
Selling, general and administrative expenses               8,209            9,051          18,676         30,137           38,965
Restructuring charges                                          -                -             910              -                -
                                                    ------------   --------------   -------------   ------------    -------------
                                                                                                                 
Income (loss) from operations                              2,979           (4,529)          7,728         13,966           28,477
Interest                                                   3,001            2,822           4,496         13,004           18,776
Other (income) expense, net                                  290              526             374           (133)             965
                                                    ------------   --------------   -------------   ------------    -------------
                                                                                                                 
Income (loss) from continuing operations                                                                         
     before income taxes and minority interest              (312)          (7,877)          2,858          1,095            8,736
Income tax expense (benefit)/(4)/                              -                -             121         (2,516)           3,340
                                                    ------------   --------------   -------------   ------------    -------------
                                                                                                                 
Income (loss) from continuing operations                                                                         
     before minority interest                               (312)          (7,877)          2,737          3,611            5,396
Minority interest in income/(5)/                               -                -           1,348              -                -
                                                    ------------   --------------   -------------   ------------    -------------
                                                                                                                 
Income (loss) from continuing operations                $   (312)        $ (7,877)       $  1,389       $  3,611         $  5,396
                                                    ============   ==============   =============   ============    =============
 
BALANCE SHEET DATA (AT END OF PERIOD):
 
Working capital (deficit)                               $  1,620         $(10,362)       $  8,684       $ 24,136         $ 23,909
Total assets                                              43,033           46,588         172,369        249,818          278,796
Total debt (including current portion)                    35,410           16,252         104,599        179,173          190,382
Stockholders' equity (deficit)                           (11,969)           6,554          14,329         14,975           20,949
Cash dividends per share                                       -                -               -            480              240
</TABLE>

_____________________
(1)  The Company's financial data do not include the results from the cutlery,
     straws and plastic cup operations which were sold in 1995 and reflected as
     discontinued operations in the Company's consolidated financial statements.
(2)  The financial data include the Company and its consolidated subsidiaries,
     excluding discontinued operations, as of and for the year ended December
     27, 1996.  Prior to January 20, 1996 and December 5, 1996, the Company's
     results from continuing operations do not include the results of J.R. Cup
     and StyroChem (as such terms are defined in Item 7), respectively, which
     were acquired on those respective dates. See Note 1 to the Company's
     consolidated financial statements included herein.
(3)  The financial data include the Company and its consolidated subsidiaries,
     excluding discontinued operations, as of and for the year ended December
     26, 1997.  Prior to October 15, 1997, the Company's results from continuing
     operations do not include the results of StyroChem Europe (as such term is
     defined in Item 7), which was acquired on that date. See Note 1 to the
     Company's consolidated financial statements included herein.
(4)  See Note 7 to the Company's consolidated financial statements included
     herein.
(5)  See Note 1 to the Company's consolidated financial statements included
     herein.

                                       10
<PAGE>
 
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATION

RESULTS OF OPERATIONS
---------------------

   The following discussion and analysis should be read in conjunction with Item
6, "Selected Financial Data" and Item 8, "Financial Statements and Supplementary
Data" included elsewhere herein. In addition, financial results for 1996, 1997
and 1998 are not fully comparable because of the January 1996 acquisition of the
U.S. foam container operations of Fort James Corporation, formerly James River
("J.R. Cup"), the December 1996 acquisition of Radnor Chemical Corporation and
its subsidiaries, formerly SP Acquisition Co. ("StyroChem") and the October 1997
acquisition of the polystyrene production and conversion operations of Neste Oy
("StyroChem Europe").

CONSOLIDATED

<TABLE>
<CAPTION>
(Millions of dollars)              1998           1997          1996
-------------------------------------------------------------------------
<S>                                <C>            <C>           <C>
Net sales                          $311.1         $243.6        $177.4
-------------------------------------------------------------------------
                                                                      
Gross profit                         90.4           62.2          41.4
-------------------------------------------------------------------------
                                                                      
Operating expenses                   61.9           48.2          33.7
-------------------------------------------------------------------------
                                                                      
Income from operations               28.5           14.0           7.7
-------------------------------------------------------------------------
</TABLE>                                                              

   The Company achieved record sales and income from operations for the year
ended December 25, 1998.  Net sales increased 27.7% to $311.1 million as a
result of the acquisition of StyroChem Europe on October 15, 1997 and growth in
the Company's domestic specialty chemical business.  Gross profit increased to
$90.4 million from $62.2 million in 1997.  This 45.3% increase was primarily
attributable to the acquisition of StyroChem Europe, increased manufacturing
efficiencies and favorable raw material pricing within the specialty chemical
segment.  Operating expenses increased marginally in 1998 to 19.9% of net sales
from 19.8% of net sales in 1997.

   Fiscal 1997 sales increased by $66.2 million or 37.3% over 1996.  This
increase was attributable to the acquisition of StyroChem Europe on October 15,
1997 and the acquisition of StyroChem on December 5, 1996, as well as growth in
the domestic food packaging business.  Gross profit increased to $62.2 million
or 25.5% of net sales for 1997, from $41.4 million or 23.3% of net sales in
1996.  This increase was primarily attributable to the acquisition of StyroChem
Europe and StyroChem, as well as a decline in raw material prices within the
specialty chemical business segment.  Operating expenses increased to 19.8% of
net sales in 1997 from 19.0% of net sales in 1996 as a result of increased
selling commissions to retail customers within the packaging and insulation
segment and increased selling and administrative costs related to the
acquisition of StyroChem Europe.

SEGMENT ANALYSIS

Packaging & Insulation

<TABLE>
<CAPTION>
(Millions of dollars)              1998           1997          1996
--------------------------------------------------------------------------- 
<S>                                <C>            <C>           <C>
Net sales                          $221.6         $187.9        $175.0
---------------------------------------------------------------------------  

Gross profit                         57.2           46.6          40.7
--------------------------------------------------------------------------- 
                                                                           
Operating expenses                   43.0           37.1          33.4     
---------------------------------------------------------------------------
                                                                           
Income from operations               14.2            9.5           7.3     
---------------------------------------------------------------------------
</TABLE>

   Net sales in the packaging and insulation business segment increased by $33.7
million in fiscal 1998 to $221.6 million.  This 17.9% increase over 1997 was due
to the acquisition of the insulation operations of StyroChem Europe on October
15, 1997.  Gross profit increased to 25.8% of net sales in 1998 from 24.8% of
net sales in 1997 as a result of the acquisition of StyroChem Europe.  Operating
expenses declined to 19.4% of net sales in 1998 

                                       11
<PAGE>
 
from 19.7% of net sales in 1997 as a result of lower distribution costs within
the domestic packaging operations. The packaging and insulation segment had
record income from operations in 1998 of $14.2 million.

   Fiscal 1997 net sales increased by $12.9 million over 1996.  This 7.4%
increase was due to growth within the domestic food packaging business and the
acquisition of the insulation operations of StyroChem Europe.  Gross profit
increased to 24.8% of net sales in 1997 from 23.3% of net sales in 1996.  This
increase was attributable to increased manufacturing efficiencies within the
domestic food packaging business.  Operating expenses increased to $37.1 million
in 1997 from $33.4 million in 1996 as a result of the acquisition of StyroChem
Europe.  Income from operations increased by $2.2 million or 30.1% during 1997
due to the reasons described above.

Specialty Chemicals

<TABLE>
<CAPTION>
(Millions of dollars)              1998           1997         1996
-------------------------------------------------------------------------
<S>                                <C>            <C>          <C>       
Net sales                          $142.6         $85.2        $ 3.7     
-------------------------------------------------------------------------
                                                                         
Gross profit                         33.2          16.1          0.7     
-------------------------------------------------------------------------
                                                                         
Operating expenses                   17.8          11.0          0.3     
-------------------------------------------------------------------------
                                                                         
Income from operations               15.4           5.1          0.4     
-------------------------------------------------------------------------
</TABLE>

   Net sales increased to $142.6 million for 1998 from $85.2 million for 1997,
an increase of $57.4 million or 67.4%.  Net sales include $53.8 million, $29.5
million and $1.3 million of sales to the packaging and insulation segment for
fiscal 1998, 1997 and 1996, respectively, that are eliminated in consolidation.
The increase in net sales from 1997 to 1998 is the result of increased sales in
the Company's domestic specialty chemical operations as well as the acquisition
of StyroChem Europe.  Gross profit increased to 23.3% of net sales in 1998 from
18.9% in 1997.  This increase was the result of increased operating efficiencies
and favorable raw material prices in the Company's domestic and foreign
specialty chemical operations.  Operating expenses increased to $17.8 million in
1998 from $11.0 million in 1997 as a result of increased selling and
administrative costs associated with the acquisition and operation of StyroChem
Europe.  The specialty chemical segment had record income from operations of
$15.4 million in 1998.

   The Company entered the specialty chemical business on December 5, 1996 with
its purchase of StyroChem.  The significant increase in operating results from
1996 to 1997 is due to this acquisition and the acquisition of StyroChem Europe
on October 15, 1997.

Corporate and Other

<TABLE>
<CAPTION>
(Millions of dollars)              1998           1997         1996
-------------------------------------------------------------------------
<S>                                <C>            <C>          <C>       
Net sales                          $ 0.7          $   -        $ -       
-------------------------------------------------------------------------
                                                                         
Gross profit                           -           (0.5)         -       
-------------------------------------------------------------------------
                                                                         
Operating expenses                   1.1            0.1          -       
-------------------------------------------------------------------------
                                                                         
Loss from operations                (1.1)          (0.6)         -       
-------------------------------------------------------------------------
</TABLE>

   Corporate operating expenses increased by $1.0 million to $1.1 million during
fiscal 1998.  This increase was primarily due to increased amortization of
intangible assets and increased operating costs at the Company's executive
offices in Radnor, Pennsylvania.

                                       12
<PAGE>
 
INTEREST EXPENSE
----------------

<TABLE>
<CAPTION>
(Millions of dollars)              1998           1997         1996
-------------------------------------------------------------------------
<S>                                <C>            <C>          <C>       
Interest expense                   $18.8          $13.0        $ 4.5     
-------------------------------------------------------------------------
</TABLE>

   Interest expense for the year ended December 25, 1998 increased by $5.8
million over the prior year.  This increase was primarily due to the increase in
borrowings related to the acquisition of StyroChem Europe in October 1997 and
the amortization of deferred financing fees and debt issuance premium of $1.0
million and $0.8 million in 1998 and 1997, respectively.  In 1997, interest
expense rose by $8.5 million, due to higher average debt balances resulting from
the acquisitions of J.R. Cup and StyroChem in December 1996 and the acquisition
of StyroChem Europe in October 1997, as well as amortization of deferred
financing fees and debt issuance premium of $0.8 million and $0.2 million in
1997 and 1996, respectively.

OTHER EXPENSES
--------------

<TABLE>
<CAPTION>
(Millions of dollars)              1998           1997         1996
-------------------------------------------------------------------------
<S>                                <C>            <C>          <C>       
Other (income) expense             $ 1.0          ($ 0.1)      $ 0.4     
-------------------------------------------------------------------------
</TABLE>

   Other expenses for the year ended December 25, 1998 include $0.6 million in
costs related to an attempted acquisition that was terminated by the Company.
Excluding the effect of these acquisition costs, other expenses fluctuated by
relatively insignificant amounts in both 1998 and 1997.

INCOME TAXES
------------

<TABLE>
<CAPTION>
(Millions of dollars)              1998           1997         1996
-------------------------------------------------------------------------
<S>                                <C>            <C>          <C>       
Income tax expense (benefit)       $ 3.3          ($ 2.5)      $ 0.1     
-------------------------------------------------------------------------
</TABLE>

   Income tax expense increased to $3.3 million from a benefit of $2.5 million
in 1997.  This increase was primarily due to a $7.6 million increase in pre-tax
income in 1998 as well as the prior year elimination of a valuation allowance
that had been recorded at December 27, 1996. The elimination of the valuation
allowance resulted in a tax benefit of $4.8 million that was reflected in the
1997 financial statements, and is the primary cause of the reduction in the
provision for income taxes from 1996 to 1997.

   As of December 25, 1998, the Company had approximately $22.6 million of net
operating loss carryforwards for federal income tax purposes, which expire
through 2018.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

   During fiscal years 1997 and 1998, the Company's principal sources of funds
consisted of cash from operations and financing sources. During the year ended
December 25, 1998, after tax cash flow increased to $21.8 million, while
increases in working capital used cash of $4.7 million. In addition to cash
flows from operations, net borrowings under the credit facilities of $5.8
million and capital lease arrangements of $4.5 million, as well as a decrease in
cash of $4.8 million, were primarily used to fund capital expenditures of $17.7
million and a dividend payment of $1.5 million. The Company has managed its
growth in working capital and capital expenditures through a combination of
working capital financing and proceeds of long-term debt financing.

   As of December 25, 1998, the Company had $22.9 million outstanding and $13.7
million available under its revolving credit agreements. The Company's principal
uses of cash for the next several years will be working capital requirements and
capital expenditures. The Company's capital expenditures for fiscal years 1996,
1997 and 1998 were $4.9 million, $18.4 million and $17.7 million, respectively.
By completing the sale of the Series B Notes and by amending its current credit
facility to an aggregate commitment of $40.0 million in 1997, the Company
believes that it has increased its flexibility over the next five years to make
capital expenditures that management 

                                       13
<PAGE>
 
believes will provide an attractive return on investment, including the purchase
of the Company's Phoenix, Arizona food packaging plant for $9.4 million on March
1, 1999.

   The Company has had an increase in annual debt service requirements from
historical levels, due primarily to the acquisitions of J.R. Cup, StyroChem and
StyroChem Europe. As a holding company, the Company is dependent upon dividends
and other payments from its subsidiaries to generate the funds necessary to meet
its obligations. Subject to certain limitations, the Company is, and will
continue to be, able to control its receipt of dividends and other payments from
its subsidiaries.  Management believes that cash generated from operations,
together with available borrowings under its revolving credit facilities will be
sufficient to meet the Company's expected operating needs, planned capital
expenditures and debt service requirements. However, there can be no assurance
that sufficient funds will be available from operations or borrowings under its
credit agreements to meet the Company's cash needs.

OTHER FINANCIAL DATA
--------------------

Cost of Goods Sold

   Raw material costs represent a large portion of the Company's cost of goods
sold and are susceptible to price fluctuations based upon supply and demand and
general market conditions. Beginning in April 1994 and continuing through August
1995, prices of raw materials reached historically high levels. Since that time,
raw material prices have declined and are near early 1994 levels. Although
future raw material prices cannot be predicted with accuracy, the prices for the
raw materials used in the Company's products are forecasted by independent
industry surveys and producer reports to remain stable or decline over the next
several years.

   In connection with the Company's engineering initiatives, the Company has
invested significant resources in research and development. The Company expenses
all research and development costs in the period incurred and includes such
costs in cost of goods sold. As a percentage of net sales, these costs have
represented 1.3%, 1.8% and 2.2% in 1996, 1997 and 1998, respectively.

   During the first quarter of 1996, the Company closed its Des Plaines,
Illinois manufacturing facility and consolidated those operations into its West
Chicago, Illinois facility. In addition, the Company consolidated certain
warehousing facilities and relocated its executive offices to Radnor,
Pennsylvania. The plant and warehouse consolidations, together with the
relocation of its executive offices, resulted in $910,000 of restructuring
charges expensed and paid during the year ended December 27, 1996.

Year 2000 Readiness Disclosure

   Many existing computer hardware and software systems use only the last two
digits to identify a year.  As a result, many systems do not yet recognize the
difference between years beginning with "20" instead of "19".  This, as well as
other date related processing issues, may cause systems to fail or malfunction
unless corrected.

   The Company's current Year 2000 assessment is that some of its data
processing systems are generally not compliant.  Some of these systems can
easily be updated or modified to be compliant, but several of the Company's
systems cannot be updated because of software or hardware limitations.  The
Company has begun the process of replacing these systems with Year 2000
compliant data processing systems.  The cost to upgrade or replace the Company's
noncompliant systems is not expected to exceed $400,000, which includes
internal costs for personnel, training, supplies, travel and equipment.  These
costs are expected to be funded through operations.  The Company has assessed
its non-information technology systems and does not believe that any Year 2000
non-compliance with respect to these systems will have a material adverse effect
on the Company's business, financial condition, cash flows or results of
operations.

   In the event that any of the Company's operations remain Year 2000 
noncompliant near the end of 1999, the Company plans to transfer the accounting
and information processing of those operations to the Company's systems that are
Year 2000 compliant. The Company estimates that the overall risk to its
operations as a result of

                                       14
<PAGE>
 
noncompliance with Year 2000 for its existing systems in a most likely worst
case scenario is less than $250,000. There can be no assurance, however, that
this estimate represents the Company's maximum Year 2000 exposure.

   The ability of third parties with which the Company transacts business to
adequately address their Year 2000 issues is outside of the Company's control.
The Company is taking steps to obtain written confirmations that the systems of
its suppliers and customers are Year 2000 compliant and to determine whether the
nature of any noncompliance would have a material adverse effect on the
Company's business, financial condition, cash flows or results of operations.
The Company anticipates this process will be completed no later than June 25,
1999, and will develop contingency plans, as necessary, based upon the results
of the confirmations.

   Even assuming that all material third parties confirm that they are or expect
to be Year 2000 compliant by December 31, 1999, it is not possible to state with
certainty that such parties will be so compliant, or that the operations of such
third parties will not be materially impacted by other parties with whom they
themselves have a material relationship, and who fail to timely become Year 2000
compliant.   Consequently, it is not possible to predict whether or to what
extent the Year 2000 issues may have an adverse material impact on the Company
as a result of their impact on the operations of third parties with whom the
Company has a material relationship.
 
   There can be no assurance that the failure of the Company or such third
parties to adequately address their respective Year 2000 issues will not have a
material adverse effect on the Company's business, financial condition, cash
flows or results of operations.

Forward Looking Statements

   The statements contained in this Annual Report that are not historical facts,
including but not limited to the Company's plans for expansion, facility
consolidation, acquisition and raw material prices, are based on current
expectations.  These statements are forward looking (as defined in the U.S.
Private Securities Litigation Reform Act of 1995) in nature and involve a number
of risks and uncertainties.  Actual results may vary materially due to risks
relating to raw material price volatility, dependence on key customers,
international operations, dependence on key personnel and environmental matters,
as well as general business and economic conditions, both domestic and
international, and other risks that may be described from time to time in the
reports that the Company files with the Securities and Exchange Commission.  See
"Business--Raw Materials", "Business--Risks Attendant to Foreign Operations",
"Business--Competition",  "Business--Employees", "Business--Environmental
Matters" and "Management's Discussion and Analysis of Financial Condition and
Results of Operation--Year 2000 Compliance."


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

   The Company's market risk is the potential loss arising from adverse changes
in interest rates.  The Company's long-term debt obligations are mostly at fixed
interest rates and denominated in U.S. dollars.  The Company manages its
interest rate risk by monitoring trends in interest rates as a basis for
determining whether to enter into fixed rate or variable rate agreements.
Market risk is estimated as the potential increase in fair value of the
Company's long-term debt obligations resulting from a hypothetical one-percent
decrease in interest rates and amounts to approximately $6.4 million over the
term of the debt.

   Although the Company continues to evaluate derivative financial instruments
to manage foreign currency exchange rate changes, the Company does not currently
hold derivatives for managing these risks or for trading purposes.

                                       15
<PAGE>
 
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<S>                                                                                                        <C> 
RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES
          Report of Independent Public Accountants                                                         F-1
          Consolidated Balance Sheets as of December 26, 1997 and December 25, 1998                        F-2
          Consolidated Statements of Income for the Fiscal Years Ended December 27, 1996,             
            December 26, 1997 and December 25, 1998                                                        F-3 
          Consolidated Statements of Changes of Stockholders' Equity for the Fiscal
            Years Ended December 27, 1996, December 26, 1997 and December 25, 1998                         F-4
          Consolidated Statements of Cash Flows for the Fiscal Years Ended December 27,
            1996, December 26, 1997 and December 25, 1998                                                  F-5
          Notes to Financial Statements                                                                    F-7
</TABLE>

The following financial statements are incorporated by reference to the pages
indicated of the Company's Prospectus dated February 6, 1998 included in the
Company's Registration Statement on Form S-4, Commission File No. 333-42101 and
filed as Exhibit 99.1 to this Form 10-K:

<TABLE>
<S>                                                                                                        <C> 
SP ACQUISITION CO. AND SUBSIDIARIES
          Report of Independent Public Accountants                                                         F-32
          Independent Auditors' Report                                                                     F-33 
          Consolidated Balance Sheets as of April 1, 1995, March 30, 1996 and December 5,                  F-34
            1996
          Consolidated Statements of Income for the Years Ended April 1, 1995 and March 30,
            1996 and the Eight Month Period Ended December 5, 1996                                         F-35
          Consolidated Statements of Changes in Stockholders' Equity for the Years Ended                      
            April 1, 1995 and March 30, 1996 and the Eight Month Period Ended December 5, 1996             F-36
          Consolidated Statements of Cash Flows for the Years Ended April 1, 1995 and March                   
            30, 1996 and the Eight Month Period Ended December 5, 1996                                     F-37
          Notes to Consolidated Financial Statements for the Years Ended April 1, 1995 and                    
            March 30, 1996 and the Eight Month Period Ended December 5, 1996                               F-38
 
NESTE OY POLYSTYRENE UPSTREAM BUSINESS IN PORVOO AND KOKEMAKI
          Report of Independent Public Accountants                                                         F-48 
          Balance Sheets as of December 31, 1995 and 1996 and September 30, 1997 (unaudited)               F-49
          Statements of Operations for the Years ended December 31, 1994, 1995 and 1996 and                   
            the Nine Month Periods Ended September 30, 1996 and 1997 (unaudited)                           F-50
          Statements of Changes in Owner's Investment for the Years Ended December 31, 1994,                  
            1995 and 1996 and the Nine Month Period Ended September 30, 1997 (unaudited)                   F-51
          Statements of Cash Flows for the Years Ended December 31, 1994, 1995 and 1996 and                   
            the Nine Month Periods Ended September 30, 1996 and 1997 (unaudited)                           F-52
          Notes to Financial Statements                                                                    F-53

ISORA OY
          Report of Independent Public Accountants                                                         F-57
          Balance Sheets as of December 31, 1995 and 1996 and September 30, 1997 (unaudited)               F-58
          Statements of Operations for the Years Ended December 31, 1994, 1995 and 1996 and 
            the Nine Month Periods Ended September 30, 1996 and 1997 unaudited)                            F-59
          Statements of Changes in Stockholder's Equity for the Years Ended December 31, 1994,
            1995 and 1996 and the Nine Month Period Ended September 30, 1997 (unaudited)                   F-60
          Statements of Cash Flows for the Years Ended December 31, 1994, 1995 and 1996 and the
            Nine Month Periods Ended September 30, 1996 and 1997 (unaudited)                               F-61
          Notes to Financial Statements                                                                    F-62
</TABLE> 

                                       16
<PAGE>
 
<TABLE>
<S>                                                                                                        <C> 
NESTE CELLPLAST AB
          Report of Independent Public Accountants                                                         F-66
          Auditors' Report on Neste Cellplast AB                                                           F-67
          Auditors' Report on Neste Cellplast Aktiebolag                                                   F-68
          Balance Sheets as of December 31, 1995 and 1996 and September 30, 1997 (unaudited)               F-69
          Statements of Operations for the Years Ended December 31, 1994, 1995 and 1996 and the
            Nine Month Periods Ended September 30, 1996 and 1997 (unaudited)                               F-70
          Statements of Changes in Stockholders' Equity for the Years Ended December 31, 1994,
            1995 and 1996 and the Nine Month Period Ended September 30, 1997 (unaudited)                   F-71
          Statements of Cash Flows for the Years Ended December 31, 1994, 1995 and 1996 and the
            Nine Month Periods Ended September 30, 1996 and 1997 (unaudited)                               F-72
          Notes to Financial Statements                                                                    F-73
 
NESTE THERMISOL A/S
          Report of Independent Public Accountants                                                         F-77
          Balance Sheets as of December 31, 1995 and 1996 and September 30, 1997 (unaudited)               F-78
          Statements of Operations for the Years Ended December 31, 1994, 1995 and 1996 and the
            Nine Month Periods Ended September 30, 1996 and 1997 (unaudited)                               F-79
          Statements of Changes in Shareholder's Equity for the Years Ended December 31, 1994,
            1995 and 1996 and the Nine Month Period Ended September 30, 1997 (unaudited)                   F-80
          Statements of Cash Flows for the Years Ended December 31, 1994, 1995 and 1996 and the
            Nine Month Periods Ended September 30, 1996 and 1997 (unaudited)                               F-81
          Notes to Financial Statements                                                                    F-82
</TABLE>

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURES

  There are no matters to be reported hereunder.

                                       17
<PAGE>
 
                                    PART IV

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS AND EXECUTIVE OFFICERS

  The directors and executive officers of the Company and their ages as of March
19, 1999 are as follows:

<TABLE>
<CAPTION>
           Name                    Age                           Position
           ----                    ---                           --------
  <S>                              <C>   <C>
  Michael T. Kennedy..........      44   President, Chief Executive Officer and Director
  Michael V. Valenza..........      39   Senior Vice President-Finance and Chief Financial Officer
  Richard C. Hunsinger........      50   Senior Vice President-Sales and Marketing
  Donald D. Walker............      57   Senior Vice President-Operations
  John P. McNiff..............      38   Senior Vice President-Corporate Development and Director
  R. Radcliffe Hastings.......      48   Senior Vice President, Treasurer and Director
  Donald C. Rogalski..........      53   Senior Vice President-Administration
  John P. McKelvey............      58   Vice President-Human Resources
  Van D. Groenewold...........      66   Vice President-Engineering
  Caroline J. Williamson......      31   Vice President and Corporate Counsel
  Thomas J. Hopkins...........      42   Director
  Vincent F. Garrity, Jr......      61   Director
</TABLE>

  Michael T. Kennedy has served as President, Chief Executive Officer and as a
director of the Company since its formation in November 1991. Between March 1985
and July 1990, Mr. Kennedy served as Chief Financial Officer of Airgas, Inc., a
New York Stock Exchange-listed distributor of industrial gases. Mr. Kennedy is
also a director of Commonwealth Bancorp and Chartwell Investment Partners, LP.

  Michael V. Valenza has served as Senior Vice President - Finance and Chief
Financial Officer of the Company since April 1993. He joined the Company in
September 1992 as Director of Finance. From 1984 until joining the Company, Mr.
Valenza served in a variety of positions with Arthur Andersen LLP, most recently
as a manager in the Enterprise Group.

  Richard C. Hunsinger has served as Senior Vice President - Sales and
Marketing of the Company since its formation in November 1991. From 1979 through
August 1991, Mr. Hunsinger served in various management positions, including
Vice President of Sales and Marketing for Winkler/Flexible Products, Inc., a
former division of The Coca Cola Company.

  Donald D. Walker has served as Senior Vice President - Operations of the
Company since November 1992.  Mr. Walker served as Vice President of
Manufacturing and as Director of Manufacturing of the Company from February 1992
through November 1992. From 1969 until February 1992, Mr. Walker served in
various management positions with Scott Container Products Group, Inc. (WinCup's
predecessor), WMF Corporation and Thompson Industries.

  John P. McNiff has served as Senior Vice President - Corporate Development of
the Company since its formation in November 1991 and as a director since May
1997. Previously Mr. McNiff was Vice President-Corporate Development of Airgas,
Inc., a New York Stock Exchange-listed distributor of industrial gases. Mr.
McNiff is also a director of Chartwell Investment Partners, LP.

  R. Radcliffe Hastings has served as Senior Vice President and Treasurer of
the Company since June 1996 and as a director since May 1997. Previously, Mr.
Hastings was with Continental Bank, N.A. and its successor, Bank of

                                       18
<PAGE>
 
America, for 18 years. Mr. Hastings has held a variety of management positions
in the U.S. banking group and in Bank of America's securities operation, BA
Securities, Inc., and was most recently Managing Director of the Money Manager
Group.

  Donald C. Rogalski has served as Senior Vice President - Administration of the
Company since July 1993. Previously Mr. Rogalski held the positions of Chief
Financial Officer and Vice President of Finance for Stiffel Lamp Co. for seven
years. Prior to that, Mr. Rogalski worked for Packard Instrument Company for
nine years, with his last position there as Controller.

  John P. McKelvey has served as Vice President - Human Resources for the
Company since October 1992. From February 1992 until October 1992, Mr. McKelvey
was Director of Human Resources for the Company. From 1971 until joining the
Company, Mr. McKelvey served in a variety of human resources management
positions for Scott Container Products Group, Inc., Texstyrene Corporation, WMF
Corporation and Thompson Industries.

  Van D. Groenewold has served as Vice President - Engineering for the Company
since November 1992. From February 1992 until November 1992, Mr. Groenewold was
Director of Engineering for the Company. From 1982 until joining the Company,
Mr. Groenewold held various engineering and quality assurance management
positions with Scott Container Products Group, Inc., WMF Corporation and
Thompson Industries.

  Caroline J. Williamson has served as Vice President and Corporate Counsel of
the Company since March 1997. From March 1996 to March 1997, Ms. Williamson
served as counsel for Aetna U.S. Healthcare. From September 1992 to March 1996,
Ms. Williamson was an associate with Duane, Morris & Heckscher LLP.

  Thomas J. Hopkins has served as a director of the Company since May 1997. Mr.
Hopkins is a Senior Managing Director of Bear, Stearns & Co. Inc. where he has
been employed since March 1997. Mr. Hopkins was employed by Alex. Brown & Sons
Incorporated from August 1991 to February 1997, most recently as a Principal.

  Vincent F. Garrity, Jr. has served as a director of the Company since May
1997. Mr. Garrity has been a partner in the law firm of Duane, Morris &
Heckscher LLP since 1970.

                                       19
<PAGE>
 
ITEM 11.  EXECUTIVE COMPENSATION

     The directors do not receive separate compensation for their service as
directors of the Company. The following table sets forth certain information
concerning the compensation paid to the Company's chief executive officer and
the Company's four other most highly compensated executive officers whose total
annual salary and bonus exceeded $100,000 for the year ended December 25, 1998:

                          SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                          LONG-TERM
                                                                                         COMPENSATION
                                                     ANNUAL COMPENSATION                   -AWARDS
                                            ---------------------------------------------------------
                                                                                          SECURITIES
                                                                          OTHER ANNUAL    UNDERLYING     ALL OTHER
NAME AND PRINCIPAL POSITION         YEAR      SALARY          BONUS       COMPENSATION    OPTIONS(#)    COMPENSATION
------------------------------      ----    -----------    -----------    ------------    ----------    ------------
<S>                                 <C>     <C>            <C>            <C>             <C>           <C>
Michael T. Kennedy                  1998     $2,000,000     $1,400,000    $61,459/(1)/          -       $   99,183/(2)/
 President and Chief Executive      1997      1,500,000        875,000          -               -           99,214/(2)/
 Officer........................    1996        863,597              -          -               -            3,766/(3)/
                                                                                              
R. Radcliffe Hastings               1998        225,000        150,000          -               -            4,480/(3)/
 Senior Vice President and          1997        175,000        125,000          -               -        1,666,613/(4)/
 Treasurer......................    1996         85,755        200,266          -               -                -
                                                                                              
Michael V. Valenza                  1998        225,000        150,000          -               -            4,480/(3)/
 Senior Vice President-Finance      1997        175,000        125,000          -             100            4,480/(3)/
 and Chief Financial Officer....    1996        126,923        100,000          -               -            3,359/(3)/
                                                                                              
Richard C. Hunsinger                1998        225,000        100,000          -               -            4,480/(3)/ 
 Senior Vice President- Sales       1997        175,000         75,000          -              50            4,480/(3)/ 
 and Marketing..................    1996        146,742         50,000          -               -            4,070/(3)/
                                                                                              
Donald D. Walker                    1998        225,000        100,000          -               -            4,480/(3)/ 
 Senior Vice President-             1997        175,000         75,000          -              50            4,480/(3)/ 
 Operations.....................    1996        146,154         50,000          -               -            4,073/(3)/
</TABLE>
                                                                                
____________
(1)  Represents transportation costs paid by the Company on behalf of Mr.
     Kennedy.
(2)  Includes $4,480 of matching contributions by the Company under the 401(k)
     Retirement Savings Plan and premiums of $94,703 and $94,734 in 1998 and
     1997, respectively, paid by the Company with respect to a supplemental life
     insurance policy for the benefit of Mr. Kennedy.
(3)  Represents a matching contribution by the Company under the 401(k)
     Retirement Savings Plan.
(4)  Represents compensation resulting from the transfer of 60 shares of Voting
     Common Stock and 540 shares of Class B Nonvoting Common Stock from the
     majority shareholder.

                                       20
<PAGE>
 
  The following table sets forth information with respect to options held at
December 25, 1998 by the persons named in the Summary Compensation Table above.
No options were granted to or exercised by such persons during the fiscal year
ended December 25, 1998.

<TABLE>
<CAPTION>
                                                            FISCAL YEAR-END OPTIONS VALUES

                                           NUMBER OF SECURITIES UNDERLYING            VALUE OF UNEXERCISED
                                               UNEXERCISED OPTIONS AT                 IN-THE-MONEY OPTIONS
                                                  DECEMBER 25, 1998                  AT DECEMBER 25, 1998(1)
                                         -----------------------------------------------------------------------
NAME                                       EXERCISABLE        UNEXERCISABLE      EXERCISABLE      UNEXERCISABLE
----                                     ---------------     ---------------     ------------     --------------
<S>                                      <C>                 <C>                 <C>              <C>
Michael T. Kennedy....................           -                   -                   -                 -       
R. Radcliffe Hastings.................           -                   -                   -                 -       
Michael V. Valenza....................           58                  80            208,600             97,200      
Richard C. Hunsinger..................          110                  40            497,150             48,600      
Donald D. Walker......................          110                  40            497,150             48,600       
</TABLE>

-------------
(1)  Based on the estimated fair value of $8,200 per share (as determined by the
     Company's Board of Directors) of the underlying securities.

EMPLOYMENT AGREEMENTS
----------------------

  In May 1993, the Company entered into an employment agreement with Richard C.
Hunsinger, which was amended in January 1996, pursuant to which Mr. Hunsinger
serves as Senior Vice President - Sales and Marketing of the Company. The
agreement is for an initial term of seven years and six months and, absent 180
days prior written notice by either party before the end of the initial or any
renewal term, renews from year to year thereafter. Under the agreement as
amended, Mr. Hunsinger is entitled to an annual salary of not less than $145,000
beginning in 1996, subject to annual cost of living increases. The agreement
contains a covenant not to engage in any business that is competitive with the
business of the Company in any geographical area in which it does business
during the term of the agreement and for a period of two years immediately
following the termination of the agreement.

  In April 1996, the Company entered into an employment agreement with R.
Radcliffe Hastings, pursuant to which Mr. Hastings serves as Senior Vice
President and Treasurer of the Company. The agreement is for an initial term of
three years and, absent 90 days prior written notice by either party before the
end of the initial or any renewal term, renews from year to year thereafter. Mr.
Hastings received a bonus of $64,000 upon the signing of the agreement, and is
entitled to an annual salary of not less than $125,000, subject to annual review
by the Board of Directors. The agreement contains a covenant not to compete in
any business that is competitive with the business of the Company in the U.S.
during the term of the agreement.

                                       21
<PAGE>
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  The following table sets forth certain information as of March 19, 1999, with
respect to each person who is known by the Company to own beneficially 5% or
more of each class of voting securities of the Company.

<TABLE>
<CAPTION>
                                                                             NUMBER OF
                                                                               SHARES
                                                 TITLE OF CLASS OF          BENEFICIALLY         PERCENT
NAME OF INDIVIDUAL OR IDENTITY OF GROUP            CAPITAL STOCK               OWNED             OF CLASS
-----------------------------------------------------------------------------------------------------------
<S>                                             <C>                         <C>                  <C>
Michael T. Kennedy........................      Voting Common Stock               480               80.0%
 Three Radnor Corporate Center
 Suite 300
 Radnor, PA 19087

John P. McNiff............................      Voting Common Stock                60               10.0%
 Three Radnor Corporate Center
 Suite 300
 Radnor, PA 19087

R. Radcliffe Hastings.....................      Voting Common Stock                60               10.0%
 Three Radnor Corporate Center
 Suite 300
 Radnor, PA 19087
</TABLE>

                                       22
<PAGE>
 
  The following table sets forth certain information as of March 19, 1999, with
respect to beneficial ownership of each class of equity securities of the
Company by (a) the directors of the Company, (b) the Named Executive Officers
and (c) the directors and all executive officers of the Company as a group.

<TABLE>
<CAPTION>
                                                                                    NUMBER OF
                                                                                      SHARES        PERCENT
                                                                                   BENEFICIALLY        OF
 NAME OF INDIVIDUAL OR IDENTITY OF GROUP     TITLE OF CLASS OF CAPITAL STOCK        OWNED/(1)/     CLASS/(2)/
 ---------------------------------------     --------------------------------    ----------------  -----------
<S>                                        <C>                                   <C>               <C>
Michael T. Kennedy.....................    Voting Common Stock                         480               80.0%
                                           Class B Nonvoting Common Stock            3,760/(3)/          69.6%
                                           Nonvoting Common Stock                        -                  -
Michael V. Valenza.....................    Voting Common Stock                           -                  -
                                           Class B Nonvoting Common Stock                -                  -
                                           Nonvoting Common Stock                       78               25.7%
Richard C. Hunsinger...................    Voting Common Stock                           -                  -
                                           Class B Nonvoting Common Stock                -                  -
                                           Nonvoting Common Stock                      160               45.1%
Donald D. Walker.......................    Voting Common Stock                           -                  -
                                           Class B Nonvoting Common Stock                -                  -
                                           Nonvoting Common Stock                      160               45.1%
R. Radcliffe Hastings..................    Voting Common Stock                          60               10.0%
                                           Class B Nonvoting Common Stock              540               10.0%
                                           Nonvoting Common Stock                        -                  -
John P. McNiff.........................    Voting Common Stock                          60               10.0%
                                           Class B Nonvoting Common Stock              540               10.0%
                                           Nonvoting Common Stock                        -                  -
Vincent F. Garrity, Jr.................    Voting Common Stock                           -                  -
                                           Class B Nonvoting Common Stock            4,320/(4)/          80.0%
                                           Nonvoting Common Stock                        -                  -
Thomas J. Hopkins......................    Voting Common Stock                           -                  -
                                           Class B Nonvoting Common Stock                -                  -
                                           Nonvoting Common Stock                        -                  -
                                                                                               
Directors and all executive officers as
 a group (12 persons)..................    Voting Common Stock                         600              100.0%
                                           Class B Nonvoting Common Stock            5,400              100.0%
                                           Nonvoting Common Stock                      653               92.2%
</TABLE>

--------------
(1)  Includes shares of Nonvoting Common Stock that certain individuals have the
     right to acquire, on or before May 18, 1999, upon the exercise of stock
     options granted pursuant to the Company's Equity Incentive Plan, as
     follows: Michael V. Valenza-58; Richard C. Hunsinger-110; Donald D. Walker-
     110; and the directors and all executive officers as a group-463.
(2)  Based upon 600, 5,400 and 245 outstanding shares of Voting Common Stock,
     Class B Nonvoting Common Stock and Nonvoting Common Stock, respectively.
(3)  These shares are held in a grantor retained annuity trust created by Mr.
     Kennedy for the benefit of himself, his wife and his children. Mr. Kennedy
     retained the right to acquire these shares from the trust under certain
     circumstances specified in the instrument governing the trust.
(4)  Represents 560 shares held in various trusts for the benefit of Mr.
     Kennedy's children of which Mr. Garrity is a trustee and the 3,760 shares
     held in the trust that is the subject of footnote 3 above of which Mr.
     Garrity is also trustee.  Mr. Garrity disclaims beneficial ownership of all
     of these shares.

                                       23
<PAGE>
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  The Company has advanced $189,437 on a non-interest-bearing basis to Michael
T. Kennedy, the Company's Chief Executive Officer, for certain incurred
insurance costs.

  The Company has advanced $75,000 on a non-interest-bearing basis to Michael V.
Valenza, the Company's Senior Vice President-Finance and Chief Financial
Officer, for certain incurred relocation costs.

  The Company provides certain management services and rights to a related 
company. For the management services and rights the Company receives a fee and 
royalties and is reimbursed for all expenses advanced on behalf of the entity. 
During 1998, the Company earned management fees and royalties of $0.9 million. 
At December 25, 1998 unpaid management fees, royalties and expense advances 
totaled $3.0 million.

  Vincent F. Garrity, Jr., a director of the Company, is a partner of Duane,
Morris & Heckscher LLP, which serves as the Company's primary legal counsel.
Thomas J. Hopkins, a director of the Company, is a Senior Managing Director of
Bear, Stearns & Co. Inc., an investment banking firm that performed services for
the Company in 1998.

                                       24
<PAGE>
 
                                    PART IV
                                        
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K


(A)  DOCUMENTS FILED AS PART OF THIS ANNUAL REPORT
--------------------------------------------------

1.   The consolidated financial statements of the Company and its subsidiaries
     are listed in Item 8.

2.   Financial Statement Schedules - None.

3.   Exhibits:

     3.1  Restated Certificate of Incorporation of Radnor Holdings Corporation,
          as amended

     3.2  Bylaws of Radnor Holdings Corporation (Incorporated by reference to
          Exhibit 3.2 filed with Form S-4 Registration Statement, filed by
          Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical
          Corporation (formerly SP Acquisition Co.), StyroChem U.S., Inc.
          (formerly StyroChem International, Inc.), StyroChem Canada, Ltd.
          (formerly StyroChem International, Ltd.) and Radnor Management, Inc.,
          Commission File No. 333-19495 (the "Original S-4''))

     4.1  Indenture, dated as of December 5, 1996 among Radnor Holdings
          Corporation, WinCup Holdings, Inc., Radnor Chemical Corporation,
          StyroChem U.S., Inc., StyroChem Canada, Ltd. and First Union National
          Bank, including form of Notes and Guarantees (Incorporated by
          reference to Exhibit 4.1 filed with the Original S-4)

     4.2  First Supplemental Indenture, dated as of December 17, 1996 among
          Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical
          Corporation, StyroChem U.S., Inc., StyroChem Canada, Ltd., Radnor
          Management, Inc. and First Union National Bank (Incorporated by
          reference to Exhibit No. 4.2 filed with the Form 10-K for the year
          ended December 26, 1997 filed by Radnor Holdings Corporation)

     4.3  Second Supplemental Indenture, dated as of October 15, 1997 among
          Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical
          Corporation, StyroChem U.S., Inc., StyroChem Canada, Ltd., Radnor
          Management, Inc., StyroChem Europe (The Netherlands) B.V., StyroChem
          Finland Oy, ThermiSol Denmark ApS, ThermiSol Finland Oy, ThermiSol
          Sweden AB and First Union National Bank (Incorporated by reference to
          Exhibit No. 4.3 filed with the Form 10-K for the year ended December
          26, 1997 filed by Radnor Holdings Corporation)

     4.4  Third Supplemental Indenture, dated as of February 9, 1998 among
          Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical
          Corporation, StyroChem U.S., Inc., StyroChem Canada, Ltd., Radnor
          Management, Inc., StyroChem Europe (The Netherlands) B.V., StyroChem
          Finland Oy, ThermiSol Denmark ApS, ThermiSol Finland Oy, ThermiSol
          Sweden AB, Radnor Delaware, Inc. and First Union National Bank
          (Incorporated by reference to Exhibit No. 4.4 filed with the Form 10-K
          for the year ended December 26, 1997 filed by Radnor Holdings
          Corporation)

     4.5  Fourth Supplemental Indenture, dated as of July 16, 1998 among Radnor
          Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical
          Corporation, StyroChem U.S., Inc., Radnor Management, Inc., Radnor
          Delaware, Inc. and First Union National Bank (Incorporated by
          reference to Exhibit No. 4.1 filed with the Form 10-Q for the quarter
          ended June 26, 1998 filed by Radnor Holdings Corporation)

     4.6  Fifth Supplemental Indenture, dated as of January 21, 1999 among
          Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical
          Corporation, Radnor Delaware, Inc., Radnor Management, Inc., StyroChem
          U.S., Ltd., WinCup Texas, Ltd., StyroChem GP, L.L.C., StyroChem LP,
          L.L.C., WinCup GP, L.L.C. and WinCup LP, L.C.C. and First Union
          National Bank

                                       25
<PAGE>
 
     4.7  Exchange and Registration Rights Agreement, dated as of December 5,
          1996 among Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor
          Chemical Corporation, StyroChem U.S., Inc., StyroChem Canada, Ltd.,
          Alex. Brown & Sons Incorporated and NatWest Capital Markets Limited
          (Incorporated by reference to Exhibit 4.2 filed with the Original S-4)

     4.8  Indenture, dated as of October 15, 1997 among Radnor Holdings
          Corporation, WinCup Holdings, Inc., Radnor Chemical Corporation,
          StyroChem U.S., Inc., Radnor Management, Inc. and First Union National
          Bank, including form of Notes and Guarantees (Incorporated by
          reference to Exhibit 4.1 filed with Form S-4 Registration Statement,
          filed by Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor
          Chemical Corporation, StyroChem U.S., Inc., and Radnor Management,
          Inc., Commission File No. 333-42101 (the "Series B S-4"))

     4.9  First Supplemental Indenture, dated as of February 9, 1998 among
          Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical
          Corporation, StyroChem U.S., Inc., Radnor Management, Inc., Radnor
          Delaware, Inc. and First Union National Bank (Incorporated by
          reference to Exhibit 4.7 filed with the Form 10-K for the year ended
          December 26, 1997 filed by Radnor Holdings Corporation)

    4.10  Second Supplemental Indenture, dated as of January 21, 1999 among
          Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical
          Corporation, Radnor Delaware, Inc., Radnor Management, Inc., StyroChem
          U.S., Ltd., WinCup Texas, Ltd., StyroChem GP, L.L.C., StyroChem LP,
          L.L.C., WinCup GP, L.L.C. and WinCup LP, L.C.C. and First Union
          National Bank

    4.11  Exchange and Registration Rights Agreement, dated as of October 15,
          1997 among Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor
          Chemical Corporation, StyroChem U.S., Inc., Radnor Management, Inc.,
          Bear, Stearns & Co. Inc., NatWest Capital Markets Limited and BT Alex.
          Brown Incorporated (Incorporated by reference to Exhibit 4.2 filed
          with the Series B S-4)

*   10.1  Sales Agent Agreement, dated January 20, 1996, between James River
          Paper Company, Inc. and WinCup Holdings, Inc. (as successor in
          interest to WinCup Holdings, L.P.), as amended by a Sales Agent
          Extension and Modification Agreement dated December 5, 1996
          (Incorporated by reference to Exhibit No. 10.7 filed with Amendment
          No.1 to the Original S-4)

*   10.2  Equipment Use Agreement, dated January 20, 1996, as amended by an
          Equipment Use Extension and Modification Agreement dated December 5,
          1996 (Incorporated by reference to Exhibit No. 10.8 filed with
          Amendment No.1 to the Original S-4)

    10.3  License Agreement, dated January 20, 1996, among James River
          Corporation of Virginia, James River Paper Company, Inc., and WinCup
          Holdings, Inc. (as successor in interest to WinCup Holdings, L.P.), as
          amended by a License Extension and Modification Agreement dated
          December 5, 1996 (Incorporated by reference to Exhibit No. 10.9 filed
          with Amendment No.1 to the Original S-4)

    10.4  Patent License Agreement, dated January 20, 1996, among James River
          Corporation of Virginia, James River Paper Company, Inc., and WinCup
          Holdings, Inc. (as successor in interest to WinCup Holdings, L.P.), as
          amended by an Amendment to Patent License Agreement dated December 5,
          1996 (Incorporated by reference to Exhibit No. 10.10 filed with
          Amendment No.1 to the Original S-4)

*   10.5  Contract of Sale, dated as of December 5, 1996, among Chevron Chemical
          Company, Radnor Chemical Corporation, StyroChem U.S., Inc. and
          StyroChem Canada, Ltd. (Incorporated by reference to Exhibit No. 10.11
          filed with Amendment No.1 to the Original S-4)

**  10.6  First Amendment to Styrene Monomer Contract of Sale, dated as of
          October 1, 1998, among Chevron Chemical Company LLC, Radnor Chemical
          Corporation, StyroChem U.S., Inc. and StyroChem Canada, Ltd.

                                       26
<PAGE>
 
*   10.7  Contract between ARCO Chemical Company and WinCup Holdings, Inc. (as
          successor in interest to WinCup Holdings, L.P.), dated April 1, 1996,
          as amended on September, 1996 (Incorporated by reference to Exhibit
          No. 10.12 filed with Amendment No.1 to the Original S-4)

*   10.8  Supply Agreement by and between Radnor Chemical Corporation and James
          River Canada, Inc., dated March, 1996 (Incorporated by reference to
          Exhibit No. 10.17 filed with Amendment No. 1 to the Original S-4)

    10.9  Noncompetition Agreement by and between Radnor Holdings Corporation
          and Richard Davidovich, dated December 5, 1996 (Incorporated by
          reference to Exhibit No. 10.18 filed with the Original S-4)

   10.10  Amended Lease between Patricia M. Dunnell and James River Paper
          Company, Inc., dated September 29, 1989, as amended in September,
          1994, assigned to WinCup Holdings, Inc. (as successor in interest to
          WinCup Holdings, L.P.) on January 20, 1996 (Incorporated by reference
          to Exhibit No. 10.26 filed with Amendment No. 1 to the Original S-4)

   10.11  Warehouse Lease between Etzioni Partners and James River Corporation,
          dated February 13, 1992, as amended on April 13, 1992 and on December
          9, 1992, assigned to WinCup Holdings, Inc. (as successor in interest
          to WinCup Holdings, L.P.) on January 20, 1996 (Incorporated by
          reference to Exhibit No. 10.27 filed with Amendment No. 1 to the
          Original S-4)

   10.12  Lease between Stone Mountain Industrial Park, Inc. and Scott Container
          Group, Inc., dated December 16, 1991, as amended on February 28, 1994,
          assigned to WinCup Holdings on January 20, 1996 (Incorporated by
          reference to Exhibit No. 10.30 filed with Amendment No. 1 to the
          Original S-4)

   10.13  Standard Form Multi-Tenancy Industrial Lease between WinCup Holdings,
          Inc. and CK Airpark Associates, dated June 1, 1994, assigned to WinCup
          Holdings, Inc. (as successor in interest to WinCup Holdings, L.P.) on
          January 20, 1996 (Incorporated by reference to Exhibit No. 10.32 filed
          with Amendment No. 1 to the Original S-4)

   10.14  Industrial Building Lease between Centerpoint Properties Corporation
          and WinCup Holdings, Inc. (as successor in interest to WinCup
          Holdings, L.P.) dated May 1996 (Incorporated by reference to Exhibit
          10.33 filed with the Series B S-4)

   10.15  Radnor Corporate Center Office Lease by and between Radnor Center
          Associates and WinCup Holdings, Inc. (as successor in interest to
          WinCup Holdings, L.P.), dated May 31, 1996 (Incorporated by reference
          to Exhibit No. 10.34 filed with Amendment No. 1 to the Original S-4)

   10.16  Standard Commercial Lease by and between Bradford Management Company
          of Dallas, Inc. and StyroChem U.S., Inc., dated June 22, 1994, as
          amended on April 5, 1996, and as renewed on October 22, 1996
          (Incorporated by reference to Exhibit No. 10.35 filed with Amendment
          No. 1 to the Original S-4)

***10.17  Executive Employment Agreement by and between Radnor Holdings
          Corporation and Richard Hunsinger, dated May 1, 1993, as amended in
          October, 1995 (Incorporated by reference to Exhibit No. 10.38 filed
          with the Original S-4)

***10.18  Radnor Holdings Corporation Equity Incentive Plan, dated April 24,
          1992, as amended on November 1, 1993 (Incorporated by reference to
          Exhibit No. 10.39 filed with Amendment No. 1 to the Original S-4)

***10.19  Radnor Holdings Corporation Management Equity Participation Plan,
          dated March 10, 1993, as amended on November 1, 1993 (Incorporated by
          reference to Exhibit No. 10.40 filed with Amendment No. 1 to the
          Original S-4)

   10.20  Second Amended and Restated Revolving Credit and Security Agreement
          among BNY Financial Corporation, NationsBank, N.A., WinCup Holdings,
          Inc., Radnor Chemical Corporation, StyroChem 

                                       27
<PAGE>
 
          U.S., Inc. and Radnor Holdings Corporation, dated October 15, 1997
          (Incorporated by reference to Exhibit 10.41 filed with the Series B S-
          4), as amended by Joinder dated February 9, 1998 joining Radnor
          Delaware, Inc. (Incorporated by reference to Exhibit 10.32 filed with
          the Form 10-K for the year ended December 26, 1997 filed by Radnor
          Holdings Corporation), as further amended by Amendment No. 1 to Second
          Amended and Restated Revolving Credit and Security Agreement among BNY
          Financial Corporation, NationsBank, N.A., WinCup Holdings, Inc.,
          Radnor Chemical Corporation, StyroChem U.S., Inc., Radnor Delaware,
          Inc. and Radnor Holdings Corporation, dated June 26, 1998
          (Incorporated by reference to Exhibit No. 10.1 filed with the Form 10-
          Q for the quarter ended June 26, 1998 filed by Radnor Holdings
          Corporation), as further amended by Amendment No. 2 to Second Amended
          and Restated Revolving Credit and Security Agreement among BNY
          Financial Corporation, NationsBank, N.A., WinCup Holdings, Inc.,
          Radnor Chemical Corporation, StyroChem U.S., Inc., Radnor Delaware,
          Inc. and Radnor Holdings Corporation, dated October 1, 1998, as
          further amended by Amendment No. 3 to Second Amended and Restated
          Revolving Credit and Security Agreement among BNY Financial
          Corporation, NationsBank, N.A., WinCup Holdings, Inc., Radnor Chemical
          Corporation, StyroChem U.S., Inc., Radnor Delaware, Inc. and Radnor
          Holdings Corporation, dated December 23, 1998

   10.21  Amended and Restated Revolving Credit Note, dated December 5, 1996,
          made by Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor
          Chemical Corporation, and StyroChem U.S., Inc. in favor of The Bank of
          New York Commercial Corporation (Incorporated by reference to Exhibit
          No. 10.42 filed with Amendment No. 1 to the Original S-4)

   10.22  Amended and Restated Revolving Credit Note, dated December 5, 1996,
          made by Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor
          Chemical Corporation, and StyroChem U.S., Inc. in favor of
          NationsBank, N.A. (Incorporated by reference to Exhibit No. 10.43
          filed with Amendment No. 1 to the Original S-4)

   10.23  Trademark Collateral Security Agreement, dated December 5, 1996,
          between StyroChem U.S., Inc. and The Bank of New York Commercial
          Corporation (Incorporated by reference to Exhibit No. 10.44 filed with
          Amendment No. 1 to the Original S-4)

   10.24  Trademark Assignment of Security, dated December 5, 1996, between
          StyroChem U.S., Inc. and The Bank of New York Commercial Corporation
          (Incorporated by reference to Exhibit No. 10.45 filed with Amendment
          No. 1 to the Original S-4)

   10.25  Trademark Collateral Security Agreement, dated December 5, 1996,
          between WinCup Holdings, Inc. and The Bank of New York Commercial
          Corporation (Incorporated by reference to Exhibit No. 10.46 filed with
          Amendment No. 1 to the Original S-4)

   10.26  Trademark Assignment of Security, dated December 5, 1996, between
          WinCup Holdings, Inc. and The Bank of New York Commercial Corporation
          (Incorporated by reference to Exhibit No. 10.47 filed with Amendment
          No. 1 to the Original S-4)

   10.27  Patent Collateral Security Agreement, dated December 5, 1996, between
          StyroChem U.S., Inc. and The Bank of New York Commercial Corporation
          (Incorporated by reference to Exhibit No. 10.48 filed with Amendment
          No. 1 to the Original S-4)

   10.28  Patent Assignment of Security, dated December 5, 1996, between
          StyroChem U.S., Inc. and The Bank of New York Commercial Corporation
          (Incorporated by reference to Exhibit No. 10.49 filed with Amendment
          No. 1 to the Original S-4)

   10.29  Collateral Assignment, dated as of December 5, 1996, among Radnor
          Holdings Corporation and The Bank of New York Commercial Corporation
          (Incorporated by reference to Exhibit No. 10.50 filed with Amendment
          No. 1 to the Original S-4)

                                       28
<PAGE>
 
   10.30  Agreement Respecting a Term Loan and Other Credit Facilities, dated
          February 25, 1994, between Bank of Montreal and StyroChem Canada,
          Ltd., as amended (Incorporated by reference to Exhibit No. 10.63 filed
          with Amendment No. 1 to the Original S-4)

   10.31  Letter of Undertaking, dated December 5, 1996, made by StyroChem
          Canada, Ltd. and Radnor Holdings Corporation in favor of Bank of
          Montreal (Incorporated by reference to Exhibit No. 10.64 filed with
          the Original S-4)

   10.32  Guaranty, dated February 25, 1994, made by Radnor Chemical Corporation
          in favor of Bank of Montreal (Incorporated by reference to Exhibit No.
          10.65 filed with Amendment No. 1 to the Original S-4)

***10.33  Employment Agreement, dated April 5, 1996, between WinCup Holdings,
          Inc. and R. Radcliffe Hastings (Incorporated by reference to Exhibit
          No. 10.66 filed with the Original S-4)

   10.34  Sale of Assets Agreement between Neste Oy, Isora Oy, Neste Cellplast
          AB, Neste Thermisol A/S and StyroChem Finland Oy, ThermiSol Finland
          Oy, ThermiSol Sweden AB, ThermiSol Denmark ApS and Radnor Holdings
          Corporation dated as of September 17, 1997 (Incorporated by reference
          to Exhibit No. 2.1 filed with the Form 8-K filed by Radnor Holdings
          Corporation dated October 15, 1997)

   10.35  Neste Service Agreement by and between Neste Oy and StyroChem Finland
          Oy and Radnor Holdings Corporation dated as of October 15, 1997
          (Incorporated by reference to Exhibit 10.68 filed with the Series B S-
          4)

   10.36  Land Lease Agreement by and between Neste Oy and StyroChem Finland Oy
          and Radnor Holdings Corporation dated as of October 15, 1997
          (Incorporated by reference to Exhibit 10.69 filed with the Series B S-
          4)

   10.37  Plant Lease 195 Tamal Vista Boulevard, Corte Madera, California,
          between Hunt Brothers Leasing, L.L.C. and WinCup Holdings, Inc. (as
          successor in interest to WinCup Holdings, L.P.), dated May 1, 1997
          (Incorporated by reference to Exhibit 10.70 filed with the Series B S-
          4)

   10.38  Engineering Lease 201 Tamal Vista Boulevard, Corte Madera, California,
          between Hunt Brothers Leasing, L.L.C. and WinCup Holdings, Inc. (as
          successor in interest to WinCup Holdings, L.P.), dated May 1, 1997
          (Incorporated by reference to Exhibit 10.71 filed with the Series B S-
          4)

   10.39  Warehouse Lease 205 Tamal Vista Boulevard, Corte Madera, California,
          between Hunt Brothers Leasing, L.L.C. and WinCup Holdings, Inc. (as
          successor in interest to WinCup Holdings, L.P.), dated May 1, 1997
          (Incorporated by reference to Exhibit 10.72 filed with the Series B S-
          4)

   10.40  Supplement Revolving Multicurrency Credit Agreement among BNY
          Financial Limited, NationsBank, N.A., StyroChem Europe (The
          Netherlands) B.V., StyroChem Finland Oy, ThermiSol Finland Oy,
          ThermiSol Denmark ApS and ThermiSol Sweden AB Guaranteed by Inter Alia
          WinCup Holdings, Inc., Radnor Chemical Corporation, StyroChem U.S.,
          Inc. and Radnor Holdings Corporation dated October 15, 1997 as amended
          by Supplement Revolving Multicurrency Credit Agreement among BNY
          Financial Limited, NationsBank, N.A., StyroChem Europe (The
          Netherlands) B.V., StyroChem Finland Oy, ThermiSol Finland Oy,
          ThermiSol Denmark ApS and ThermiSol Sweden AB Guaranteed by Inter Alia
          WinCup Holdings, Inc., Radnor Chemical Corporation, StyroChem U.S.,
          Inc. and Radnor Holdings Corporation dated November 21, 1997
          (Incorporated by reference to Exhibit 10.73 filed with Amendment No. 1
          to the Series B S-4)

   10.41  Lease Agreement between Oy KWH Plast Ab, Jakobstad and Isora Oy dated
          January 24, 1995 (Incorporated by reference to Exhibit 10.74 filed
          with the Series B S-4)

   10.42  Lease and Cooperation Agreement between Suomen Polystyreeni Tehdas
          Oy/Finska Polystyren Fabriken Ab and Borough of Kokemaki dated
          February 27, 1971, as amended by Subcontract dated 

                                       29
<PAGE>
 
          October 13, 1976, Subcontract II dated February 26, 1981, Subcontract
          III dated August 13, 1985, Transfer of Lease Agreement between City of
          Kokemaki and Neste Oy dated December 29, 1987, Lease dated April 15,
          1994 and Lease Agreement II dated September 26, 1996 (Incorporated by
          reference to Exhibit 10.75 filed with the Series B S-4)

   10.43  Lease Agreement between Avena Siilot Oy and Neste Oy Polystyreeni
          dated March 13, 1997 (Incorporated by reference to Exhibit 10.76 filed
          with the Series B S-4)

   10.44  Office Lease Agreement between Keharakenpajat Oy and Neste Oy
          Polystyreeni dated July 1, 1995 (Incorporated by reference to Exhibit
          10.77 filed with Amendment No. 1 to the Series B S-4)

   10.45  Lease Contract between Lokalo Fastighetsfarvaltning and Neste
          Cellplast AB dated August 16, 1996 (Incorporated by reference to
          Exhibit 10.78 filed with Amendment No. 1 to the Series B S-4)

   10.46  Lease Contract between Norrtalje Industri- och Hantverkshus AB (NIHAB)
          and Neste Cellplast AB dated June 26, 1996 (Incorporated by reference
          to Exhibit 10.79 filed with Amendment No. 1 to the Series B S-4)

*  10.47  Styrene Monomer Supply Agreement dated as of October 15, 1997 between
          StyroChem Finland Oy and Elf Atochem SA (Incorporated by reference to
          Exhibit 10.80 filed with Amendment No. 1 to the Series B S-4)

***10.48  Employment Agreement dated February 21, 1997 between Radnor Holdings
          Corporation and Caroline J. Williamson (Incorporated by reference to
          Exhibit 10.81 filed with Amendment No. 1 to the Series B S-4)
 
** 10.49  Agreement of Sale dated as of January 1, 1998 between ARCO Chemie
          Nederland, Ltd. and StyroChem Finland Oy
 
***10.50  Radnor Holdings Corporation Key Executive Retirement Plan
 
***10.51  Executive Employment Agreement dated as of July 1, 1993 between Radnor
          Holdings Corporation and Don Rogalski
 
***10.52  Letter Agreement dated as of December 10, 1998 between Radnor Holdings
          Corporation and Van D. Groenewold

   21.1   List of Subsidiaries of the Registrant
 
   27.1   Financial Data Schedule (Radnor Holdings Corporation)
 
   99.1   Pages F-32 to F-84 of the Company's Prospectus dated February 6, 1998,
          included in Amendment No. 1 to the Company's Registration Statement on
          Form S-4, Commission File No. 333-42101

   *      Portions of this Exhibit have been deleted pursuant to an Order
          Granting the Company's Application under Securities Act and Rule 406
          Promulgated Thereunder for Confidential Treatment.

   **     Portions of this Exhibit have been deleted pursuant to the Company's
          Application under Exchange Act and Rule 24b-2 Promulgated Thereunder
          for Confidential Treatment.

   ***    This exhibit represents a management contract or compensatory plan or
          arrangement.

(B)  REPORTS ON FORM 8-K

There were no reports filed on Form 8-K during the fiscal year ended December
25, 1998.

                                       30
<PAGE>
 
SIGNATURES

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

                          RADNOR HOLDINGS CORPORATION


Date:  March 19, 1999   By:/s/  MICHAEL T. KENNEDY
                        ------------------------------------
                                Michael T. Kennedy       
                                Chairman of the Board and
                                Chief Executive Officer   

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

<TABLE>
<S>                             <C>                                        <C>    
/s/ MICHAEL T. KENNEDY          Chairman of the Board and                  March 19, 1999 
----------------------------    Chief Executive Officer                                 
    Michael T. Kennedy                                                                   
                                                                                         
                                                                                         
/s/ R. RADCLIFFE HASTINGS       Senior Vice President,                     March 19, 1999 
----------------------------    Treasurer and Director                                   
    R. Radcliffe Hastings                                                                
                                                                                         
                                                                                         
/s/ MICHAEL V. VALENZA          Senior Vice President - Finance,           March 19, 1999
----------------------------    Chief Financial Officer and                              
    Michael V. Valenza          Chief Accounting Officer                                 

                                                                                         
/s/ JOHN P. MCNIFF              Senior Vice President - Corporate          March 19, 1999
----------------------------    Development and Director                                 
    John P. McNiff                                                                       
                                                                                         
                                                                                         
/s/ VINCENT F. GARRITY, JR.     Director                                   March 19, 1999
----------------------------                                                             
    Vincent F. Garrity, Jr.                                                              
                                                                                         
                                                                                         
/s/ THOMAS J. HOPKINS           Director                                   March 19, 1999 
----------------------------   
    Thomas J. Hopkins
</TABLE> 
 

                                       31
<PAGE>
 
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT

  Registrant has not sent and does not anticipate sending any annual report to
its security holders other than a copy of this Form 10-K report.  Registrant has
not sent and does not anticipate sending any proxy statement, form of proxy or
other proxy solicitation material to more than ten of its security holders with
respect to any annual or other meeting of security holders, as it has only three
holders of voting securities.  If any annual report other than this Form 10-K
report is hereafter furnished to Registrant's security holders, or if any proxy
statement, form of proxy or other proxy solicitation material is hereafter sent
to more than ten of its security holders with respect to any annual or other
meeting of security holders, Registrant will furnish four copies thereof to the
Securities and Exchange Commission when it is so sent.

                                       32
<PAGE>
 
                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Radnor Holdings Corporation:

We have audited the accompanying consolidated balance sheets of Radnor Holdings
Corporation (a Delaware corporation) and subsidiaries as of December 26, 1997
and December 25, 1998, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the period
ended December 25, 1998.  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 generally accepted auditing
standards.  Those standards require that we plan and perform the audits 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 Radnor Holdings Corporation and
subsidiaries as of December 26, 1997 and December 25, 1998, and the results of
their operations and their cash flows for each of the three years in the period
ended December 25, 1998, in conformity with generally accepted accounting
principles.

                                         Arthur Andersen LLP

Philadelphia, Pennsylvania
March 3, 1999

                                      F-1
<PAGE>
 
                 RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES
                 --------------------------------------------

                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------

                    DECEMBER 26, 1997 AND DECEMBER 25, 1998
                    ---------------------------------------

                     (In thousands, except share amounts)

<TABLE>
<CAPTION>
                                                                                   1997               1998
                                                                             -----------------  ----------------
<S>                                                                          <C>                <C>
                                  ASSETS
                                  ------
CURRENT ASSETS:
 Cash                                                                                $  8,810          $  3,975
 Marketable securities                                                                     --               546
 Accounts receivable, net                                                              28,589            28,655
 Inventories, net                                                                      28,451            35,267
 Prepaid expenses and other                                                             3,520             4,075
 Deferred tax asset                                                                     1,708             2,255
                                                                                     --------          --------
                                                                                       71,078            74,773
                                                                                     --------          --------
PROPERTY, PLANT AND EQUIPMENT, at cost:
 Land                                                                                   4,073             5,813
 Supplies and spare mold parts                                                          2,825             3,223
 Buildings and improvements                                                            28,662            32,952
 Machinery and equipment                                                              141,421           161,925
                                                                                     --------          --------
                                                                                      176,981           203,913
 Less- Accumulated depreciation                                                       (11,868)          (22,536)
                                                                                     --------          --------
                                                                                      165,113           181,377
                                                                                     --------          --------
OTHER ASSETS                                                                           13,627            22,646
                                                                                     --------          --------
                                                                                     $249,818          $278,796
                                                                                     ========          ========
                                  LIABILITIES AND STOCKHOLDERS' EQUITY
                                  ------------------------------------
CURRENT LIABILITIES:
 Accounts payable                                                                    $ 28,565          $ 28,756
 Accrued liabilities                                                                   18,151            20,618
 Current portion of long-term debt                                                        226               729
 Current portion of capitalized lease obligations                                          --               761
                                                                                     --------          --------
                                                                                       46,942            50,864
                                                                                     --------          --------
LONG-TERM DEBT, net of current portion                                                178,947           189,653
                                                                                     --------          --------
CAPITALIZED LEASE OBLIGATIONS, net of current portion                                      --             4,855
                                                                                     --------          --------
DEFERRED TAX LIABILITY                                                                  8,543            11,839
                                                                                     --------          --------
OTHER NONCURRENT LIABILITIES                                                              411               636
                                                                                     --------          --------
COMMITMENTS AND CONTINGENCIES (Note 4)
STOCKHOLDERS' EQUITY:
 Voting and nonvoting common stock, 22,700 shares authorized, 6,245 shares
  issued and outstanding                                                                    1                 1
 Additional paid-in capital                                                            19,387            19,387
 Retained earnings (deficit)                                                           (2,809)            1,087
 Cumulative translation adjustment                                                     (1,604)              474
                                                                                     --------          --------
     Total stockholders' equity                                                        14,975            20,949
                                                                                     --------          --------
                                                                                     $249,818          $278,796
                                                                                     ========          ========
</TABLE>

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

                                      F-2
<PAGE>
 
                 RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES
                 --------------------------------------------

                       CONSOLIDATED STATEMENTS OF INCOME
                       ---------------------------------

        FOR THE FISCAL YEARS ENDED DECEMBER 27, 1996, DECEMBER 26, 1997
        ---------------------------------------------------------------

                             AND DECEMBER 25, 1998
                             ---------------------

                                (In thousands)

<TABLE>
<CAPTION>
                                                                            1996            1997           1998
                                                                       --------------  --------------  -------------
<S>                                                                    <C>             <C>             <C>
NET SALES                                                                    $177,395       $243,583        $311,137
COST OF GOODS SOLD                                                            135,982        181,404         220,691
                                                                             --------       --------        --------
GROSS PROFIT                                                                   41,413         62,179          90,446
                                                                             --------       --------        --------
OPERATING EXPENSES:
 Distribution                                                                  14,099         18,076          23,004
 Selling, general and administrative                                           18,676         30,137          38,965
 Restructuring charges                                                            910             --              --
                                                                             --------       --------        --------
                                                                               33,685         48,213          61,969
                                                                             --------       --------        --------
INCOME FROM OPERATIONS                                                          7,728         13,966          28,477
                                                                             --------       --------        --------
OTHER (INCOME) EXPENSE:
 Interest                                                                       4,496         13,004          18,776
 Other, net                                                                       374           (133)            965
                                                                             --------       --------        --------
                                                                                4,870         12,871          19,741
                                                                             --------       --------        --------
  Income before income taxes and minority interest                              2,858          1,095           8,736
                                                                                                            --------
PROVISION (BENEFIT) FOR INCOME TAXES                                              121         (2,516)          3,340
MINORITY INTEREST IN INCOME                                                     1,348             --              --
                                                                             --------       --------        --------
  Income before extraordinary gain                                              1,389          3,611           5,396
                                                                             --------       --------        --------
EXTRAORDINARY ITEM-GAIN ON EARLY EXTINGUISHMENT OF DEBT                           710             --              --
                                                                             --------       --------        -------- 
NET INCOME                                                                   $  2,099       $  3,611        $  5,396
                                                                             ========       ========        ========
</TABLE>

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

                                      F-3
<PAGE>
 
                 RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES
                 --------------------------------------------

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                -----------------------------------------------

        FOR THE FISCAL YEARS ENDED DECEMBER 27, 1996, DECEMBER 26, 1997
        ---------------------------------------------------------------

                             AND DECEMBER 25, 1998
                             ---------------------

                     (In thousands, except share amounts)

<TABLE>
<CAPTION>
                                Voting and    
                                Nonvoting       Series A                                       
                               Common Stock   Convertible   Additional  Retained    Cumulative  
                              --------------   Preferred     Paid-in    Earnings/   Translation
                              Shares  Amount    Stock       Capital    (Deficit)    Adjustment     Total
                              ------  ------  -----------  ----------  ----------  ------------  ---------
<S>                           <C>     <C>     <C>           <C>         <C>         <C>           <C>
BALANCE, DECEMBER 29, 1995     6,245  $    1  $     8,575      $ 3,497    $(5,519)      $    --    $ 6,554 
                                                                                                           
 Comprehensive income-
 Net income                       --      --           --           --      2,099            --      2,099
 Cumulative translation
  adjustment                      --      --           --           --         --            28         28
                                                                                                   -------
 Total comprehensive income                                                                          2,127
                                                                                                   -------
 Effect of partnership
  equity transaction (Note 1)     --      --           --        8,648         --            --      8,648
 Redemption of preferred                                                                                   
  stock                           --      --       (8,575)       5,575         --            --     (3,000)
                              ------  ------  -----------      -------    -------       -------    ------- 
BALANCE, DECEMBER 27, 1996     6,245       1           --       17,720     (3,420)           28     14,329 
 Comprehensive income-
 Net income                       --      --           --           --      3,611            --      3,611
 Cumulative translation
  adjustment                      --      --           --           --         --        (1,632)    (1,632)
                                                                                                   -------
 Total comprehensive income                                                                          1,979
                                                                                                   -------
 Transfer of stock ownership      --      --           --        1,667         --            --      1,667
 Cash dividends - $480 per
  share                           --      --           --           --     (3,000)           --     (3,000)
                              ------  ------  -----------      -------    -------       -------    ------- 
                                                                                                           
BALANCE, DECEMBER 26, 1997     6,245       1           --       19,387     (2,809)       (1,604)    14,975 
                                                                                                           
 Comprehensive income-
 Net income                       --      --           --           --      5,396            --      5,396
 Cumulative translation
  adjustment                      --      --           --           --         --         2,078      2,078
                                                                                                   ------- 
 Total comprehensive income                                                                          7,474
                                                                                                   -------
 Cash dividends - $240 per
  share                           --      --           --           --     (1,500)           --     (1,500)
                              ------  ------  -----------      -------    -------       -------    ------- 
                                                                                                           
BALANCE, DECEMBER 25, 1998     6,245  $    1  $        --      $19,387    $ 1,087       $   474    $20,949
                              ======  ======  ===========      =======    =======       =======    ======= 
</TABLE>

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

                                      F-4
<PAGE>
 
                 RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES
                 --------------------------------------------

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                     -------------------------------------

        FOR THE FISCAL YEARS ENDED DECEMBER 27, 1996, DECEMBER 26, 1997
        ---------------------------------------------------------------

                             AND DECEMBER 25, 1998
                             ---------------------

                                (In thousands)

<TABLE>
<CAPTION>
                                                                            1996             1997             1998
                                                                       ---------------  ---------------  ---------------
<S>                                                                    <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Income                                                                  $  2,099         $  3,611         $  5,396
 Adjustments to reconcile net income to net cash provided by
  operating activities-
   Depreciation and amortization                                                5,076            9,530           13,857
   Unrealized gain on marketable securities                                        --               --              (46)
   Deferred income taxes                                                           --           (2,627)           2,612
   Transfer of stock ownership                                                     --            1,667               --
   Minority interest in income                                                  1,348               --               --
   Extraordinary gain on early extinguishment of debt                            (710)              --               --
   Changes in operating assets and liabilities, net of effects of
    acquisition and disposition of businesses--    
      Accounts receivable, net                                                 (4,703)           9,540              394
      Inventories                                                               2,906           (3,666)          (6,815)
      Prepaid expenses and other                                               (1,314)            (766)            (921)
      Accounts payable                                                            260           (6,511)             328
      Accrued liabilities                                                         263            2,196            2,339
                                                                             --------         --------         --------
          Net cash provided by continuing operations                            5,225           12,974           17,144
          Net cash provided by discontinued operations                            982               --               --
                                                                             --------         --------         --------
          Net cash provided by operating activities                             6,207           12,974           17,144
                                                                             --------         --------         --------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                                                          (4,944)         (18,411)         (17,661)
 Acquisition of J.R. Cup, net of cash acquired                                (21,592)              --               --
 Acquisition of StyroChem, net of cash acquired                               (26,168)              --               --
 Acquisition of StyroChem Europe, net of cash acquired                             --          (52,299)            (345)
 Acquisition of Epsilevy Oy, net of cash acquired                                  --               --             (794)
 Increase in other assets                                                        (835)          (1,368)         (10,141)
                                                                             --------         --------         --------
          Net cash used in investing activities                               (53,539)         (72,078)         (28,941)
                                                                             --------         --------         --------
</TABLE>

                                  (Continued)

                                      F-5
<PAGE>
 
                 RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES
                 --------------------------------------------

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                     -------------------------------------

        FOR THE FISCAL YEARS ENDED DECEMBER 27, 1996, DECEMBER 26, 1997
        ---------------------------------------------------------------

                             AND DECEMBER 25, 1998
                             ---------------------

                                (In thousands)

                                  (Continued)

<TABLE>
<CAPTION>
                                                                           1996            1997            1998
                                                                      --------------  --------------  --------------
<S>                                                                   <C>             <C>             <C> 
CASH FLOWS FROM FINANCING ACTIVITIES:
 Net borrowings (payments) on revolving credit lines and
    unsecured notes payable                                                $ (5,006)        $12,663         $ 5,820                 
 Borrowings on mortgage note                                                    364              --             259
 Payments on mortgage note                                                   (4,616)           (248)           (252)
 Borrowings on bank term loans                                               19,426              --              --
 Payments of bank term loans                                                (19,426)             --              --
 Borrowings on capitalized lease obligations                                     --              --           4,871
 Payments on capitalized lease obligations                                       --              --            (373)
 Issuance of senior notes                                                   100,000          62,203              --
 Payments of acquisition notes                                              (35,760)             --              --
 Payments of dividends                                                           --          (3,000)         (1,500)
 Retirement of preferred stock                                               (3,000)             --              --
 Other                                                                       (3,800)         (3,808)         (1,956)
                                                                           --------         -------         -------
          Net cash provided by financing activities                          48,182          67,810           6,869
                                                                           --------         -------         -------
 
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                          --            (751)             93
                                                                           --------         -------         -------
NET INCREASE (DECREASE) IN CASH                                                 850           7,955          (4,835)
CASH, beginning of period                                                         5             855           8,810
                                                                           --------         -------         -------
CASH, end of period                                                        $    855         $ 8,810         $ 3,975
                                                                           ========         =======         =======
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW 
 INFORMATION:
   Cash paid during the period for interest, including
     discontinued operations                                               $  3,626         $11,667         $17,619
                                                                           ========         =======         =======
   Cash paid during the period for income taxes, net of refunds of
     $415 in 1997 and $132 in 1998                                         $     --         $   196         $   (48)
                                                                           ========         =======         ======= 
</TABLE>

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

                                      F-6
<PAGE>
 
                 RADNOR HOLDINGS CORPORATION AND SUBSIDIARIES
                 --------------------------------------------

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  ------------------------------------------


1.  ORGANIZATION, ACQUISITIONS AND DISCONTINUED OPERATIONS:
    -------------------------------------------------------

The Company
-----------

Radnor Holdings Corporation ("Radnor") was incorporated in Delaware on November
6, 1991 to acquire the outstanding stock of Benchmark Holdings, Inc.
("Benchmark") and WinCup Holdings, Inc. ("WinCup"). Radnor, through its WinCup
subsidiary, is the second largest producer in the United States of foam cups and
containers for the foodservice industry. Through its Radnor Chemical Corporation
subsidiary, Radnor is the fifth largest worldwide producer of expandable
polystyrene ("EPS"). Radnor and its subsidiaries (collectively the "Company")
sell their products primarily to national, institutional, retail and wholesale
customers throughout the U.S., Canada, Mexico, and Europe. The Company markets
its products under a variety of brand and trade names, including "WinCup,"
"Handi-Kup," "StyroChem" and "ThermiSol."

The Company has a number of large national accounts and supplies products to a
number of large foodservice distributors.  The five largest accounts represented
approximately 28% and 22% of the Company's net sales for fiscal years 1997 and
1998, respectively.  Although the Company has not lost sales from its key
customers in fiscal years 1997 and 1998, if any of such customers substantially
reduces its level of purchases from the Company, the Company's profitability
could be adversely affected.  Moreover, continued consolidation among
distributors in the foodservice industry could result in an increasingly
concentrated customer base or the loss of certain customers.

StyroChem Europe Acquisition
----------------------------

On October 15, 1997, the Company acquired the polystyrene production and
conversion operations of Neste Oy ("StyroChem Europe").  The acquisition was
accounted for as a purchase and, accordingly, the purchased assets and assumed
liabilities of StyroChem Europe were recorded at estimated fair values at the
date of acquisition.  The purchase price was 213.0 million Finnish Markkas
(approximately $40.8 million as of the date of closing) plus the net working
capital of 60.0 million Finnish Markkas (approximately $11.5 million as of the
date of closing).  The purchase price was allocated to accounts receivable
($13.8 million), inventory ($6.5 million), property, plant and equipment ($40.8
million), accounts payable ($6.4 million) and accrued liabilities ($2.4
million).  A portion of the proceeds from the Company's offering of $60.0
million 10% Series B Senior Notes due 2003 was utilized to fund the purchase
price.

StyroChem Acquisition
---------------------

On December 5, 1996, the Company acquired all of the issued and outstanding
capital stock of and other equity interests in Radnor Chemical Corporation,
formerly SP Acquisition Co. ("StyroChem"), a Delaware corporation.  The
acquisition was accounted for as a purchase and, accordingly, the purchased
assets and assumed liabilities of StyroChem were recorded at estimated fair
values at the date of acquisition.

The purchase price consisted of approximately $23.5 million of cash plus $0.9
million of assumed indebtedness and consulting payments.  The purchase price was
allocated to cash ($2.4 million), 

                                      F-7
<PAGE>
 
accounts receivable ($11.5 million), inventory ($7.3 million), property, plant
and equipment ($23.5 million), other assets ($1.0 million), accounts payable
($16.3 million) and accrued liabilities ($5.0 million). Approximately $1.4
million of the purchase price had been placed in a separate escrow account, and
has been used by the Company to satisfy obligations associated with specified
environmental matters relating to StyroChem's Texas and Quebec facilities. In
addition, the former owner was paid $4.8 million in connection with a five-year
agreement not to compete.

J.R. Cup Acquisition
--------------------

On January 20, 1996, WinCup entered into an agreement (the "Agreement") with
Fort James Corporation, formerly James River Paper Company, Inc. ("Fort James"),
whereby both parties contributed their fixed assets, leasehold improvements,
technology, patents, trademarks, real property and other noncurrent assets
associated with their foam cup and container and thermoformed lid manufacturing
operations and all inventory, spare parts and other current assets, excluding
cash and accounts receivable to WinCup Holdings, L.P.  This new entity was
structured as a Delaware limited partnership with WinCup as the sole general
partner and Fort James as the sole limited partner.  Ownership interests were
allocated 55% to WinCup and 45% to Fort James.  The WinCup contribution of
assets and liabilities was accounted for at historical cost.

The acquisition of assets and liabilities from Fort James has been accounted for
as a purchase by the partnership in accordance with APB Opinion No. 16 and,
accordingly, the assets and liabilities of Fort James have been recorded at
estimated fair values at the date of the purchase.  The purchase price consisted
of approximately (i) $19.1 million of cash, (ii) $16.8 million of promissory
notes (Note 3), (iii) the assumption of $1.0 million of liabilities and (iv) the
45% equity interest in the partnership valued at $17.7 million.  This
partnership equity transaction resulted in an increase in WinCup's pro rata
share (55%) of the underlying equity in the partnership which has been recorded
as an addition to paid-in capital.  The purchase price was allocated to
inventories ($8.2 million) and property, plant and equipment ($46.4 million).
At January 20, 1996 the minority interest in the partnership was reflected in
the Company's consolidated balance sheet at approximately $9.1 million.  For the
period January 20, 1996 through December 5, 1996, the minority interest (45%) in
the income of the partnership was approximately $1.3 million and this amount has
been reflected in the consolidated statement of operations.

Pursuant to the Agreement, the Company had the option to acquire Fort James's
partnership interest at the times and for the applicable prices set forth in the
Agreement, ranging from $15.0 million at January 20, 1996, to $37.3 million at
January 20, 2001.  Furthermore, Fort James could at any time beginning on the
fifth anniversary of the Agreement have required the Company to acquire its
interest for $37.3 million.  On December 5, 1996, the Company exercised the
option and acquired the 45% partnership interest from Fort James.  The price
paid by the Company to acquire the 45% interest exceeded the carrying value of
the minority interest by approximately $7.3 million.

Pro Forma Results of Operations
-------------------------------

Operating results of the acquired businesses are included in consolidated
results only from the date of acquisition.  Unaudited pro forma data reflecting
results as if the acquisitions were effective at the beginning of 1996 follow
(in thousands):

                                                 1996             1997
                                            ---------------  ---------------
Net sales                                          $317,125         $312,410
Income from operations                               20,585           21,317
Income before extraordinary item                      3,606            6,811

                                      F-8
<PAGE>
 
Pro forma results are unaudited and are based on historical results, adjusted
for the impact of certain acquisition related items, such as: increased
depreciation of property, plant and equipment, increased interest expense on
acquisition debt, and the related income tax effects.  Pro forma results do not
reflect any synergies that might be achieved from combined operations and
therefore, in management's opinion, are not indicative of what actual results
would have been if the acquisitions had occurred at the beginning of 1996.  In
addition, they are not intended to be a projection of future results.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
    -------------------------------------------
Fiscal Year
-----------

The Company's fiscal year is the fifty-two or fifty-three week period that ends
on the last Friday of December of each year.  The fiscal years ended December
27, 1996, December 26, 1997 and December 25, 1998 are fifty-two week periods.

Principles of Consolidation
---------------------------

The accompanying consolidated financial statements include the accounts of
Radnor and all of its majority-owned subsidiaries.  All material intercompany
balances and transactions have been eliminated in consolidation.  The equity
method of accounting is used when the Company has a 20% to 50% ownership
interest in other companies.  Under the equity method, original investments are
recorded at cost and adjusted for the Company's share of undistributed earnings
or losses of these companies.

Accounts Receivable, Net
------------------------

Accounts receivable are net of allowances for doubtful accounts of $829,000 and
$764,000 at December 26, 1997 and December 25, 1998, respectively.  Bad debt
expense was $120,000, $179,000 and $150,000 for fiscal years 1996, 1997, and
1998, respectively.  The related write-offs of accounts receivable were
$112,000, $63,000 and $215,000 for those years, respectively.  Additionally, a
reserve of $209,000 was acquired in 1996 as part of the StyroChem Acquisition.

Inventories
-----------

Inventories are recorded at the lower of cost (first-in, first-out) or market.
Inventories at December 26, 1997 and December 25, 1998, consist of the following
(in thousands):

                                    1997             1998
                               ---------------  ---------------
     Raw materials                     $ 9,612          $12,576
     Work in process                     1,303            1,251
     Finished goods                     17,536           21,440
                                       -------          -------
                                       $28,451          $35,267
                                       =======          =======

Property, Plant and Equipment
-----------------------------

Property, plant and equipment are stated at cost and depreciated using the
straight-line method over estimated useful lives which range from 5 to 40 years.
Leasehold improvements are amortized over the lesser of their estimated useful
lives or the term of the lease using the straight-line method.  Maintenance and
repairs are charged to operations currently, and replacements and significant

                                      F-9
<PAGE>
 
improvements are capitalized.  Depreciation expense in fiscal 1996, 1997 and
1998 was $4,451,000, $7,504,000 and $10,933,000, respectively.

Supplies and Spare Mold Parts
-----------------------------

Supplies and spare mold parts include maintenance parts maintained in a central
stores location.  When needed at the manufacturing facilities, parts are shipped
and expensed.

Other Assets
------------

Other assets include deferred financing costs of $6.8 million and $7.4 million
as of December 26, 1997 and December 25, 1998, respectively, related to the
financing arrangements and note offerings executed in 1996 and 1997.  Such costs
are being amortized over the terms of the related debt instruments.
Amortization of deferred financing costs of $836,000 and $1,286,000 is included
in interest expense for the years ended December 26, 1997 and December 25, 1998,
respectively.  In addition, other assets include a noncompete agreement of $2.8
million, net of amortization of $2.0 million, resulting from the StyroChem
Acquisition, which is being amortized over five years.

Environmental Expenditures
--------------------------

Environmental expenditures that relate to an existing condition caused by past
operations and that do not contribute to current or future revenue generation
are expensed.  Liabilities are recorded when environmental assessments and/or
cleanups are probable, and the costs can be reasonably estimated.

Income Taxes
------------

The Company accounts for income taxes under the liability method.  Under this
method, deferred tax assets and liabilities are recognized for the tax effects
of temporary differences between the financial reporting and tax bases of assets
and liabilities using enacted tax law and statutory tax rates applicable to the
periods in which the temporary differences are expected to affect taxable
income.

Revenue Recognition
-------------------

Revenue is recognized when goods are shipped.

Currency Translation
--------------------

The Company conducts business in a number of foreign countries and as a result
is subject to the risk of fluctuations in foreign currency exchange rates and
other political and economic risks associated with international business.  The
Company's foreign entities report their assets, liabilities and results of
operations in the currency in which the entity primarily conducts its business.
Adjustments resulting from the translation of the financial statements are
reflected as a currency translation adjustment in stockholders' equity.
Currency transaction gains and losses, which are included in operating results,
are not significant.

Research and Development
------------------------

Research and development costs are charged to expense as incurred and are
included in cost of goods sold.  These costs have represented 1.3%, 1.8% and
2.2% of net sales in 1996, 1997 and 1998, respectively.

                                      F-10
<PAGE>
 
Use of Estimates
----------------

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

Fair Value of Financial Instruments
-----------------------------------

The estimated fair value of financial instruments was determined by the Company
using market quotes, if available, or discounted cash flows using market
interest rates.  The carrying values of cash, accounts receivable, accounts
payable and accrued liabilities approximate fair value due to the short-term
nature of these items.  The carrying amounts of the Company's bank term loan and
the lines of credit approximate fair value because they have variable interest
rates based on either the prime rate, LIBOR or HELIBOR.  The fair value of the
senior notes was $161,600,000 at December 25, 1998.

3.  LONG-TERM DEBT:
    ---------------

Long-term debt consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                                            1997           1998
                                                                        -------------  -------------
<S>                                                                     <C>            <C>
Series A Senior Notes bearing interest at 10%, interest payable semi-
 annually, due December 1, 2003                                            $100,000       $100,000
 
Series B Senior Notes, including a premium of $1,862 at December 25,
 1998, bearing interest at 10%, interest payable semi-annually, due
 December 1, 2003                                                            62,159         61,862
 
Outstanding balance under the $40 million Second Amended and Restated
 Revolving Credit and Security Agreement (the "Amended Credit
 Agreement"), which includes a $10 million European subsidiary
 sublimit, bearing interest at the Company's option at a rate based
 upon various formulae as defined within the agreement.  At December
 25, 1998, the domestic rate was based on 30-day LIBOR (5.63%) plus
 1.75%.  The weighted average rate for the European sublimit was
 5.23% as of December 25, 1998.  The revolving loans under the
 Amended Credit Agreement will mature on October 15, 2002.  All the
 obligations of the Company under the Amended Credit Agreement are
 secured by a lien on substantially all of the Company's U.S. and
 European subsidiaries' inventory and receivables.                           15,544         22,801 
                                                                              
Outstanding balance under the Canadian Revolving Credit Facility
 (borrowing capacity of $2.5 million Canadian including a letter of
 credit subfacility and a Foreign Exchange Future Contracts
 subfacility), Canadian dollar advances bearing interest at Canadian
 prime rate (6.75% at December 25, 1998) plus 0.5% and U.S. dollar
 advances bearing interest at the base rate plus 0.5%.  Loans under
 the Canadian Revolving Credit Facility are payable on demand and
 secured by substantially all of the assets of the Company's Canadian
 subsidiary.                                                                  1,244             80
 </TABLE> 
 
                                     F-11 
 
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                                              1997       1998
                                                                            --------   --------    
<S>                                                                         <C>        <C> 
Outstanding balance under the Canadian term loan, bearing interest at
 Canadian prime rate plus 1.50% payable in equal quarterly principal
 payments of $81,250 Canadian plus interest, with final payment due
 November 1998.  The term loan is secured by substantially all of the
 assets of the Company's Canadian subsidiary.                               $    226  $     --
 
Outstanding balance under the Canadian term loan, bearing interest at
 Canadian prime rate plus 1.0%, secured by substantially all assets
 of the Company's Canadian subsidiary, payable in quarterly
 installments of approximately $13,350 over a maximum of five years.              --       233 
                                                                                  
Outstanding balance under a term loan facility (the "Stone Mountain
 Facility"), bearing interest at LIBOR rates with various maturities 
 (5.63% at December 25, 1998) plus margin (2.0% at December 25, 1998) 
 or prime (7.75% at December 25, 1998) plus margin (.25% at December 
 25, 1998).   The term loan is payable in quarterly principal 
 installments of $150,000 plus interest with final payment due September 
 2003.  The term loan is secured by a mortgage agreement.                         --     5,066
 
Outstanding balance under a term loan facility, bearing interest at 
 3-month HELIBOR (3.29% at December 25, 1998) plus margin (2.5% at 
 December 25, 1998) payable in semi- annual principal installments 
 of approximately $20,000 plus interest with final payment due 
 January 2004.                                                                    --       216

 
Outstanding balance under a term loan facility, bearing interest at
 6-month HELIBOR (3.27% at December 25, 1998) plus margin (1.25% at     
 December 25, 1998) payable in semi-annual principal installments of
 approximately $17,000 plus interest with final payment due January
 2002.                                                                            --       124
                                                                            --------   --------
                                                                             179,173   190,382
Less Current portion                                                            (226)     (729)
                                                                            --------   --------
                                                                            $178,947   $189,653
                                                                            ========   ========
</TABLE>

In July 1998 the Company entered into the Stone Mountain Facility to finance the
purchase of its Stone Mountain, Georgia manufacturing facility. 

On October 15, 1997, the Company completed a $60 million Series B Senior Note
offering.  The proceeds were used to finance the StyroChem Europe acquisition
and repay a portion of the outstanding principal and accrued interest under the
revolving credit facility.  The debt issuance premium on the Series B Notes is
being amortized over the life of the notes. For fiscal years 1997 and 1998
premium amortization of $44,000 and $297,000, respectively, has been recorded as
a reduction of interest expense.

On October 15, 1997, the Company also entered into the Second Amended Credit
Agreement with two banks, as agents and lenders, pursuant to which the Amended
and Restated Revolving Credit and Security Agreement dated as of December 5,
1996 was amended and restated.  The Amended Credit Agreement includes the
Company and certain of its U.S. subsidiaries as borrowers. The Amended 
                                     F-12
<PAGE>
Credit Agreement provides for a fee of 0.375% per annum on the undrawn amount of
the credit facility and letter of credit fees of 1.75% or 1.5% of the aggregate
face amounts of standby letters of credit and documentary letters of credit,
respectively. There is a $5 million sub-limit on standby letters of credit and a
$1 million sub-limit on documentary letters of credit. At December 26, 1997 and
December 25, 1998, the Company had outstanding $1.9 million and $1.8 million of
letters of credit, respectively.

On December 5, 1996, the Company completed a $100 million Series A Senior Note
offering.  The proceeds were used to (i) repay existing indebtedness, including
amounts outstanding under the Company's existing term notes, revolving credit
agreements, the various subordinated notes and mortgage note payable; (ii) repay
certain J.R. Cup acquisition obligations; (iii) redeem the outstanding
redeemable convertible Preferred stock and warrants; (iv) finance the StyroChem
Acquisition; and, (v) provide working capital.

Each of the above agreements contain certain restrictive covenants which
include, among other things, restrictions on the declaration or payment of
dividends, the repurchase of stock, the incurrence of additional debt, the
amount of capital expenditures and additional investments and the sale or
disposition of assets.  The Company is also required to maintain a minimum net
worth and certain financial ratios including debt to equity, current, debt
coverage and earnings to interest expense.  The Company is currently in
compliance with all financial covenants.

Future debt maturities, excluding the debt premium, are as follows (in
thousands):

<TABLE>
<S>                                                            <C>
           1999                                                $    729     
           2000                                                     729     
           2001                                                     729     
           2002                                                  23,592     
           2003                                                 162,734     
           2004 and thereafter                                        7     
                                                               --------     
                                                               $188,520      
                                                               ========
</TABLE>

4.  COMMITMENTS AND CONTINGENCIES:
    ------------------------------

Leases
------

The Company leases certain of its manufacturing, warehouse and office facilities
and transportation equipment under noncancelable operating and capital lease
arrangements.

The future minimum payments under operating leases are as follows (in
thousands):

<TABLE>
<S>                                                            <C>
           1999                                                $ 6,031      
           2000                                                  5,564      
           2001                                                  4,750      
           2002                                                  4,182      
           2003                                                  3,402      
           2004 and thereafter                                   7,433      
                                                               -------      
                                                               $31,362      
                                                               =======       
</TABLE>

Rental expense for all operating leases was $4,148,000, $6,144,000 and
$7,249,000 for fiscal years 1996, 1997 and 1998, respectively.

                                     F-13
<PAGE>
 
The future minimum payments under capital leases are as follows (in thousands):

<TABLE>
<S>                                                            <C>
      1999                                                     $1,192
      2000                                                      1,192         
      2001                                                      1,192         
      2002                                                      1,192         
      2003                                                      1,192         
      2004 and thereafter                                       1,202         
                                                               ------         
      Total minimum lease payments                              7,162         
                                                                              
      Less interest                                             1,546         
                                                               ------         
      Present value of net minimum lease payments               5,616         
                                                                              
      Less current maturities                                     761         
                                                               ------         
      Capital lease obligations                                $4,855         
                                                               ======
          
In August 1998 the Company entered into a $1.1 million capital lease transaction
to finance the purchase of certain transportation equipment. The lease bears
interest at 7.44% and calls for quarterly payments of $39,000 with a final
payment of $413,000 due in August 2005.

</TABLE>

Litigation
----------

The Company is involved in various legal actions arising in the normal course of
business.  After taking into consideration legal counsel's evaluation of such
actions, management believes that these actions will not have a material adverse
effect on the Company's financial position or results of operations.

Supply Agreements
-----------------

In October 1998, the Company amended its styrene monomer supply contract with
Chevron Chemical Company.  The initial term of the contract extends through
December 2003.  Under the amended contract, the Company is required to purchase
the first 160 million pounds of its domestic styrene monomer requirements per
year from Chevron and has certain rights to purchase additional styrene monomer.

In October 1997, in connection with the StyroChem Europe Acquisition, the
Company negotiated a contract with Elf AtoChem S.A. to provide a long-term
supply of styrene monomer at a reduced price and with volume discounts.  The
initial term of the new agreement extends for three years.  Under the agreement,
StyroChem Europe has the right to purchase up to 110 million pounds of styrene
monomer per year.

5.  STOCKHOLDERS' EQUITY:
    ---------------------

The Company is currently authorized to issue up to 11,650 shares of Voting
Common Stock, 5,400 shares of Class B Nonvoting Common Stock, 5,650 shares of
Nonvoting Common Stock and 2,000 shares of series preferred stock.  At December
25, 1998, there are issued and outstanding 600 shares of Voting Common Stock,
5,400 shares of Class B Nonvoting Common Stock and 245 shares of Nonvoting
Common Stock.  All shares have a par value of $.10 except for shares of Class B
Nonvoting Common Stock, which have a par value of $.01.  In October 1996, the
Company completed a recapitalization in which each outstanding share of Voting
Common Stock was converted into 0.1 shares of Voting Common Stock and 0.9 shares
of Class B Nonvoting Common Stock.

                                     F-14
<PAGE>
 
The Company's principal stockholder transferred ownership of 60 shares of Voting
Common Stock and 540 shares of Class B Nonvoting Common Stock to an officer of
the Company, and the estimated fair value of such stock has been reflected as
compensation expense in the 1997 financial statements.

6.  RESTRUCTURING CHARGES:
    ----------------------

In connection with the J.R. Cup Acquisition, the Company incurred certain
restructuring costs related principally to plant closures and severance
payments.  These costs were incurred and paid during the year ended December 27,
1996.

7.  INCOME TAXES:
    ---------------

The components of income before taxes by source of income are as follows (in
thousands):

<TABLE>
<CAPTION>
                                                          1996           1997          1998
                                                     -------------  -------------  ------------
<S>                                                  <C>            <C>            <C>
     United States                                        $1,648        $ (282)        $4,261       
     Non-U.S.                                               (138)        1,377          4,475       
                                                          ------        ------         ------       
                                                          $1,510        $1,095         $8,736       
                                                          ======        ======         ======       
</TABLE>

The provision (benefit) for income taxes for each of the three years in the
period ended December 25, 1998, is as follows (in thousands):

<TABLE>
<CAPTION>
                                                      1996           1997           1998
                                                    --------       --------       --------
<S>                                                 <C>            <C>            <C>
   Current:
     Federal                                        $   168        $    20         $   47   
     State                                               10             34            176   
     Foreign                                             --             --            505   
     
   Deferred                                             (57)         5,972          3,061   

   Utilization (generation) of net operating                                                
    loss carryforwards                                1,324         (3,785)          (449)  
                                                                                            
   Change in valuation allowance                     (1,324)        (4,757)            --   
                                                    --------       --------        -------   
                                                    $   121        $(2,516)        $3,340   
                                                    ========       ========        =======   
</TABLE>

                                     F-15
<PAGE>
 
The components of deferred taxes at December 26, 1997 and December 25, 1998 are
as follows (in thousands):

<TABLE>
<CAPTION>
                                                                   1997            1998
                                                                 -------          -------
         <S>                                                     <C>              <C>
         Deferred tax assets:
           Net operating loss carryforwards                      $ 8,542          $ 8,991
           Vacation pay and compensation accruals                    559              601
           Bad debt, inventory and returns and
              allowances                                             656              900
           Other accruals                                            967              932
                                                                 -------          -------
                                                                  10,724           11,424

         Deferred tax liabilities:
           Accelerated tax depreciation                           16,693           20,145
           Other                                                     866              863
                                                                 -------          -------
         Net deferred tax liability                              $(6,835)         $(9,584)
                                                                 =======          =======
</TABLE>

The provision (benefit) for income taxes varies from the amount determined by
applying the United States federal statutory rate to pre-tax income as a result
of the following (in thousands):

<TABLE>
<CAPTION>
                                                                  1996            1997           1998
                                                                 -------         -------         ------
         <S>                                                     <C>             <C>             <C>
         United States federal statutory income tax              $   972         $   372         $2,970    
         State income taxes, net of federal benefit                  140              50            177    
         Change in valuation allowance                            (1,324)         (4,757)            --    
         Nondeductible expenses                                       42               2             77    
         Dividends received from foreign affiliate                    --             214             --    
         Foreign tax rate differential                                --              --           (141)   
         Other                                                       291           1,603            257    
                                                                 -------         -------         ------     
                                                                 $   121         $(2,516)        $3,340
                                                                 =======         =======         ======
</TABLE>

As of December 25, 1998, the Company had approximately $22.6 million of net
operating loss carryforwards for federal income tax purposes, which expire
through 2018.  A valuation allowance was provided for substantially all of the
loss carryforward tax benefit at December 27, 1996.  In 1997, as a result of
management's reevaluation of the Company's future profitability outlook, the
valuation allowance was eliminated and a tax benefit of $4.8 million was
reflected in the 1997 financial statements.

8.  STOCK OPTION PLAN:
    ------------------

The 1992 Equity Incentive Plan (the "Plan") provides for the grant of
nonqualified options to purchase shares of the Nonvoting Common Stock subject to
certain limitations.  Nonqualified stock options are issuable only to eligible
officers and employees of the Company.  The Company has reserved 1,249 shares of
its Nonvoting Common Stock for issuance under the Plan.

The per share exercise price of a stock option may not be less than 75% of the
fair market value of the Nonvoting Common Stock, as determined by the board of
directors, on the date the option is granted.  Such options may be exercised
only if the option holder remains continuously associated with the Company from
the date of grant to a date not less than three months prior to the date of
exercise. The

                                     F-16
<PAGE>
 
exercise date of an option granted under the plan cannot be later than ten
years from the date of the grant. Any options that expire unexercised or that
terminate upon an optionee's ceasing to be employed by the Company become
available once again for issuance.

The following summarizes the stock option activity under the Plan:

<TABLE>
<CAPTION>
                                                             1996           1997           1998
                                                            ------         ------         ------
         <S>                                                <C>            <C>            <C>
         Options outstanding at beginning of period            710            700          1,115
           Granted                                              --            440             --
           Exercised                                            --             --             --
           Canceled                                            (10)           (25)            (2)
                                                            ------         ------         ------
         Options outstanding at end of period                  700          1,115          1,113
                                                            ======         ======         ======
         Options available for grant                           549            134            136
                                                            ======         ======         ======
         Exercisable at end of period                          362            584            761
                                                            ======         ======         ======
</TABLE>

The exercise price for all options granted prior to 1997 is $3,350 per share
while the exercise price for all options granted during 1997 is $6,985.  These
amounts represent the fair market value as determined by the board of directors
on the grant dates.  There were no options granted during 1998.

The Company applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," and related interpretations in accounting for its
stock options plans.  Accordingly, no compensation expense has been recognized
related to the plans described above.  If compensation cost for these plans had
been determined using the fair-value method prescribed by SFAS No. 123,
"Accounting for Stock Based Compensation," the Company's net income would have
been reduced to the pro forma amounts indicated below.

<TABLE>
<CAPTION>
         (in thousands)                                                1997             1998
                                                                  ---------------  ---------------
         <S>                                                      <C>              <C>
         Net income - as reported                                       $3,611           $5,396    
         Net income - pro forma                                          3,492            5,110     
</TABLE>

This pro forma impact may not be representative of the effects for future years
and is likely to increase as additional options are granted and amortized over
the vesting period.

As the Company's stock is not publicly traded, the fair value of each option was
estimated on the grant date using the minimum value method (which excludes a
volatility assumption), with the following assumptions:

<TABLE>
<CAPTION>
                                                                        1997              1998
                                                                  ----------------  ----------------
         <S>                                                      <C>               <C>
         Risk-free rate of interest                                     6.31%             6.31%      
         Expected life in years                                           10                10       
         Dividend yield                                                    0%                0%       
</TABLE>

9.  EMPLOYEE BENEFIT PLAN:
    ----------------------

The Company sponsors a 401(k) savings and profit sharing plan, which covers all
employees who have at least 1,000 hours of service during the year.  The Company
will match employee contributions up to 2.8% of an employee's annual salary.
The Company may also, at the discretion of the board of directors, elect to make
a profit sharing contribution.  There have been no profit sharing

                                     F-17
<PAGE>
 
contributions for the three years in the period ended December 25, 1998.
Employer matching contributions to the plan amounted to approximately $441,000,
$591,000 and $689,000 for each of the three years in the period ended December
25, 1998, respectively.

Additionally, as a result of the acquisition of StyroChem Europe, certain of the
European subsidiaries maintain retirement benefit plans.  Pension expense
related to these plans were $181,000 in 1997 and $1,375,000 in 1998.

10.  RELATED PARTY TRANSACTIONS:
     ---------------------------

A director of the Company is a partner in the law firm which serves as the
Company's primary legal counsel.  During 1997 and 1998, the Company paid fees of
$831,000 and $471,000 to this firm.  A director of the Company is a Senior
Managing Director of an investment banking firm that performed services for the
Company in 1997 and 1998.  During 1997 and 1998, the Company paid total fees of
$1,050,000 and $252,000 to this firm, respectively. The Company licenses certain
rights and provides administrative support to a related company from which 
approximately $3.0 million was due at December 25, 1998.

11.  SEGMENT INFORMATION:
     --------------------

In 1998, the Company adopted SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information."  SFAS No. 131 introduces a new model for
segment reporting called the management approach.  The management approach is
based on the way that the chief operating decision maker organizes segments
within a company for making operating decisions and assessing performance.

The Company has two business segments that operate within three distinct
geographic regions.  The packaging and insulation segment produces food
packaging and insulation products for distribution to the foodservice,
insulation and packaging industries.  The specialty chemicals segment produces
EPS for internal consumption by the packaging and insulation segment in addition
to selling to third-party manufacturers.  Each of these segments operates in the
United States, Canada and Europe.  The following tables summarize the Company's
financial information and results of operations by segment and geographic region
for fiscal years 1997 and 1998.

Operating:

<TABLE> 
<CAPTION> 
                                                   (In thousands)
                                                                  
                              Packaging and    Specialty     Corporate and                          
         1997                   Insulation     Chemicals        Other          Eliminations        Consolidated
-----------------------       -------------    ---------     -------------     ------------        ------------
<S>                           <C>              <C>           <C>               <C>                 <C>
Sales to Unaffiliated
 Customers                       $187,931       $55,652          $   --             $   --             $243,583
 
Transfers Between
 Operating Segments                    --        29,495              --            (29,495)                  --
 
Operating Income (Loss)             9,481         5,086            (601)                --               13,966

Identifiable Assets               142,828        97,581           9,409                 --              249,818

Capital Expenditures               10,560         6,862             989                 --               18,411

Depreciation Expense                5,630         1,874              --                 --                7,504 
</TABLE>


                                     F-18
<PAGE>
<TABLE>
<CAPTION>
                               Packaging and  Specialty     Corporate and                   
          1998                  Insulation    Chemicals         Other          Eliminations   Consolidated  
-------------------------      -------------  ---------     -------------      ------------   ------------
<S>                            <C>            <C>           <C>                <C>            <C>
Sales to Unaffiliated
 Customers                       $221,573     $ 88,861      $      703                  --      $311,137        
                                                                                                                
Transfers Between                                                                                               
 Operating Segments                    --       53,750              --             (53,750)           --        
                                                                                                                
Operating Income (Loss)            14,155       15,375          (1,053)                 --        28,477        

Identifiable Assets               152,863      104,904          21,029                  --       278,796        

Capital Expenditures                8,750        8,556             355                  --        17,661        

Depreciation Expense                6,977        3,870              86                  --        10,933         
</TABLE>

Geographic:

<TABLE>
<CAPTION>                          United 
          1997                     States       Canada       Europe/(1)/       Eliminations   Consolidated 
-------------------------      -------------  ---------      -----------       ------------   ------------
<S>                            <C>            <C>            <C>               <C>            <C>
Sales to Unaffiliated
 Customers                       $210,788      $16,314         $16,481               $  --      $243,583         
                                                                                                                
Transfers Between                                                                                               
 Geographic Segments                   --        2,252              --              (2,252)           --        
                                                                                                                
Operating Income                   10,431        1,739           1,796                  --         13,966       
                                                                                                                
Identifiable Assets               174,581        8,182          67,055                  --        249,818        
</TABLE>

<TABLE>
<CAPTION>
                                  United          
          1998                    States       Canada         Europe           Eliminations   Consolidated       
-------------------------      -------------  --------     -------------       ------------   ------------
<S>                            <C>            <C>          <C>                 <C>            <C>
Sales to Unaffiliated
 Customers                       $212,004      $13,013        $ 86,120           $       --      $311,137         
                                                                                                                  
Transfers Between                                                                                                 
 Geographic Segments                   --        8,190             --               (8,190)           --          
                                                                                                                  
Operating Income                   15,322        2,539         10,616                   --        28,477          
                                                                                                                  
Identifiable Assets               198,269        8,248         72,279                   --       278,796           
</TABLE>

/(1)/  Represents the results of operations of StyroChem Europe from the October
       15, 1997 (date of acquisition) through December 26, 1997.

                                     F-19
<PAGE>
 
12. SUPPLEMENTAL FINANCIAL INFORMATION:
    -----------------------------------

Radnor Holdings Corporation is a holding company which has no operations or
assets separate from its investments in subsidiaries.  The $100 million Series A
Senior Notes and the $60 million Series B Senior Notes are guaranteed by
substantially all of the Company's domestic subsidiaries.  The following
represents summarized combining financial information of the holding company,
combined guarantor subsidiaries and the combined non-guarantor subsidiaries as
of and for the year ended December 26, 1997 and December 25, 1998 (in
thousands):

<TABLE>
<CAPTION>
                                Holding           Guarantor       Non-Guarantor                                     
          1997                  Company          Subsidiaries    Subsidiaries/(1)/     Eliminations     Consolidated  
--------------------------      -------          ------------    ------------------    ------------     ------------
<S>                            <C>               <C>             <C>                   <C>              <C>
Net Sales                      $     --            $210,788          $35,047             $  (2,252)         $243,583
Gross Profit                         --              53,132            9,047                    --            62,179
Operating Income                     --              10,438            3,528                    --            13,966
Net Income                           --               2,506            1,105                    --             3,611
                                                                              
Current Assets                    1,166              42,273           28,775                (1,136)           71,078
Noncurrent Assets               147,334             180,938           48,997              (198,529)          178,740
Current Liabilities               1,135              29,025           18,120                (1,338)           46,942
Noncurrent Liabilities          162,159              61,421           55,447               (91,126)          187,901
</TABLE>

<TABLE>
<CAPTION>
                                Holding           Guarantor       Non-Guarantor                                    
          1998                  Company          Subsidiaries     Subsidiaries         Eliminations     Consolidated  
--------------------------      -------          ------------     -------------        ------------     ------------
<S>                            <C>               <C>              <C>                  <C>              <C>
Net Sales                      $     --            $212,004         $107,323             $  (8,190)         $311,137
Gross Profit                         --              56,966           33,480                    --            90,446
Operating Income                     --              14,869           13,184                   424            28,477
Net Income                           --               2,605            3,990                (1,199)            5,396
                                                                              
Current Assets                      550              47,107           30,324                (3,208)           74,773
Noncurrent Assets               142,145             199,186           54,524              (191,832)          204,023
Current Liabilities               1,096              36,601           17,085                (3,918)           50,864
Noncurrent Liabilities          161,862              69,369           58,867               (83,115)          206,983
</TABLE>

/(1)/ Includes the results of operations of StyroChem Europe from the October
      15, 1997 (date of acquisition) through December 26, 1997.

                                     F-20
<PAGE>
                                 EXHIBIT INDEX
 
     3.1  Restated Certificate of Incorporation of Radnor Holdings Corporation,
          as amended

     3.2  Bylaws of Radnor Holdings Corporation (Incorporated by reference to
          Exhibit 3.2 filed with Form S-4 Registration Statement, filed by
          Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical
          Corporation (formerly SP Acquisition Co.), StyroChem U.S., Inc.
          (formerly StyroChem International, Inc.), StyroChem Canada, Ltd.
          (formerly StyroChem International, Ltd.) and Radnor Management, Inc.,
          Commission File No. 333-19495 (the "Original S-4''))

     4.1  Indenture, dated as of December 5, 1996 among Radnor Holdings
          Corporation, WinCup Holdings, Inc., Radnor Chemical Corporation,
          StyroChem U.S., Inc., StyroChem Canada, Ltd. and First Union National
          Bank, including form of Notes and Guarantees (Incorporated by
          reference to Exhibit 4.1 filed with the Original S-4)

     4.2  First Supplemental Indenture, dated as of December 17, 1996 among
          Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical
          Corporation, StyroChem U.S., Inc., StyroChem Canada, Ltd., Radnor
          Management, Inc. and First Union National Bank (Incorporated by
          reference to Exhibit No. 4.2 filed with the Form 10-K for the year
          ended December 26, 1997 filed by Radnor Holdings Corporation)

     4.3  Second Supplemental Indenture, dated as of October 15, 1997 among
          Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical
          Corporation, StyroChem U.S., Inc., StyroChem Canada, Ltd., Radnor
          Management, Inc., StyroChem Europe (The Netherlands) B.V., StyroChem
          Finland Oy, ThermiSol Denmark ApS, ThermiSol Finland Oy, ThermiSol
          Sweden AB and First Union National Bank (Incorporated by reference to
          Exhibit No. 4.3 filed with the Form 10-K for the year ended December
          26, 1997 filed by Radnor Holdings Corporation)

     4.4  Third Supplemental Indenture, dated as of February 9, 1998 among
          Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical
          Corporation, StyroChem U.S., Inc., StyroChem Canada, Ltd., Radnor
          Management, Inc., StyroChem Europe (The Netherlands) B.V., StyroChem
          Finland Oy, ThermiSol Denmark ApS, ThermiSol Finland Oy, ThermiSol
          Sweden AB, Radnor Delaware, Inc. and First Union National Bank
          (Incorporated by reference to Exhibit No. 4.4 filed with the Form 10-K
          for the year ended December 26, 1997 filed by Radnor Holdings
          Corporation)

     4.5  Fourth Supplemental Indenture, dated as of July 16, 1998 among Radnor
          Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical
          Corporation, StyroChem U.S., Inc., Radnor Management, Inc., Radnor
          Delaware, Inc. and First Union National Bank (Incorporated by
          reference to Exhibit No. 4.1 filed with the Form 10-Q for the quarter
          ended June 26, 1998 filed by Radnor Holdings Corporation)

     4.6  Fifth Supplemental Indenture, dated as of January 21, 1999 among
          Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical
          Corporation, Radnor Delaware, Inc., Radnor Management, Inc., StyroChem
          U.S., Ltd., WinCup Texas, Ltd., StyroChem GP, L.L.C., StyroChem LP,
          L.L.C., WinCup GP, L.L.C. and WinCup LP, L.C.C. and First Union
          National Bank

                                       1

<PAGE>
 
     4.7  Exchange and Registration Rights Agreement, dated as of December 5,
          1996 among Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor
          Chemical Corporation, StyroChem U.S., Inc., StyroChem Canada, Ltd.,
          Alex. Brown & Sons Incorporated and NatWest Capital Markets Limited
          (Incorporated by reference to Exhibit 4.2 filed with the Original S-4)

     4.8  Indenture, dated as of October 15, 1997 among Radnor Holdings
          Corporation, WinCup Holdings, Inc., Radnor Chemical Corporation,
          StyroChem U.S., Inc., Radnor Management, Inc. and First Union National
          Bank, including form of Notes and Guarantees (Incorporated by
          reference to Exhibit 4.1 filed with Form S-4 Registration Statement,
          filed by Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor
          Chemical Corporation, StyroChem U.S., Inc., and Radnor Management,
          Inc., Commission File No. 333-42101 (the "Series B S-4")

     4.9  First Supplemental Indenture, dated as of February 9, 1998 among
          Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical
          Corporation, StyroChem U.S., Inc., Radnor Management, Inc., Radnor
          Delaware, Inc. and First Union National Bank (Incorporated by
          reference to Exhibit 4.7 filed with the Form 10-K for the year ended
          December 26, 1997 filed by Radnor Holdings Corporation)

    4.10  Second Supplemental Indenture, dated as of January 21, 1999 among
          Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical
          Corporation, Radnor Delaware, Inc., Radnor Management, Inc., StyroChem
          U.S., Ltd., WinCup Texas, Ltd., StyroChem GP, L.L.C., StyroChem LP,
          L.L.C., WinCup GP, L.L.C. and WinCup LP, L.C.C. and First Union
          National Bank

    4.11  Exchange and Registration Rights Agreement, dated as of October 15,
          1997 among Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor
          Chemical Corporation, StyroChem U.S., Inc., Radnor Management, Inc.,
          Bear, Stearns & Co. Inc., NatWest Capital Markets Limited and BT Alex.
          Brown Incorporated (Incorporated by reference to Exhibit 4.2 filed
          with the Series B S-4)

*   10.1  Sales Agent Agreement, dated January 20, 1996, between James River
          Paper Company, Inc. and WinCup Holdings, Inc. (as successor in
          interest to WinCup Holdings, L.P.), as amended by a Sales Agent
          Extension and Modification Agreement dated December 5, 1996
          (Incorporated by reference to Exhibit No. 10.7 filed with Amendment
          No.1 to the Original S-4)

*   10.2  Equipment Use Agreement, dated January 20, 1996, as amended by an
          Equipment Use Extension and Modification Agreement dated December 5,
          1996 (Incorporated by reference to Exhibit No. 10.8 filed with
          Amendment No.1 to the Original S-4)

    10.3  License Agreement, dated January 20, 1996, among James River
          Corporation of Virginia, James River Paper Company, Inc., and WinCup
          Holdings, Inc. (as successor in interest to WinCup Holdings, L.P.), as
          amended by a License Extension and Modification Agreement dated
          December 5, 1996 (Incorporated by reference to Exhibit No. 10.9 filed
          with Amendment No.1 to the Original S-4)

    10.4  Patent License Agreement, dated January 20, 1996, among James River
          Corporation of Virginia, James River Paper Company, Inc., and WinCup
          Holdings, Inc. (as successor in interest to WinCup Holdings, L.P.), as
          amended by an Amendment to Patent License Agreement dated December 5,
          1996 (Incorporated by reference to Exhibit No. 10.10 filed with
          Amendment No.1 to the Original S-4)

*   10.5  Contract of Sale, dated as of December 5, 1996, among Chevron Chemical
          Company, Radnor Chemical Corporation, StyroChem U.S., Inc. and
          StyroChem Canada, Ltd. (Incorporated by reference to Exhibit No. 10.11
          filed with Amendment No.1 to the Original S-4)

**  10.6  First Amendment to Styrene Monomer Contract of Sale, dated as of
          October 1, 1998, among Chevron Chemical Company LLC, Radnor Chemical
          Corporation, StyroChem U.S., Inc. and StyroChem Canada, Ltd.

                                       2

<PAGE>
 
*   10.7  Contract between ARCO Chemical Company and WinCup Holdings, Inc. (as
          successor in interest to WinCup Holdings, L.P.), dated April 1, 1996,
          as amended on September, 1996 (Incorporated by reference to Exhibit
          No. 10.12 filed with Amendment No.1 to the Original S-4)

*   10.8  Supply Agreement by and between Radnor Chemical Corporation and James
          River Canada, Inc., dated March, 1996 (Incorporated by reference to
          Exhibit No. 10.17 filed with Amendment No. 1 to the Original S-4)

    10.9  Noncompetition Agreement by and between Radnor Holdings Corporation
          and Richard Davidovich, dated December 5, 1996 (Incorporated by
          reference to Exhibit No. 10.18 filed with the Original S-4)

   10.10  Amended Lease between Patricia M. Dunnell and James River Paper
          Company, Inc., dated September 29, 1989, as amended in September,
          1994, assigned to WinCup Holdings, Inc. (as successor in interest to
          WinCup Holdings, L.P.) on January 20, 1996 (Incorporated by reference
          to Exhibit No. 10.26 filed with Amendment No. 1 to the Original S-4)

   10.11  Warehouse Lease between Etzioni Partners and James River Corporation,
          dated February 13, 1992, as amended on April 13, 1992 and on December
          9, 1992, assigned to WinCup Holdings, Inc. (as successor in interest
          to WinCup Holdings, L.P.) on January 20, 1996 (Incorporated by
          reference to Exhibit No. 10.27 filed with Amendment No. 1 to the
          Original S-4)

   10.12  Lease between Stone Mountain Industrial Park, Inc. and Scott Container
          Group, Inc., dated December 16, 1991, as amended on February 28, 1994,
          assigned to WinCup Holdings on January 20, 1996 (Incorporated by
          reference to Exhibit No. 10.30 filed with Amendment No. 1 to the
          Original S-4)

   10.13  Standard Form Multi-Tenancy Industrial Lease between WinCup Holdings,
          Inc. and CK Airpark Associates, dated June 1, 1994, assigned to WinCup
          Holdings, Inc. (as successor in interest to WinCup Holdings, L.P.) on
          January 20, 1996 (Incorporated by reference to Exhibit No. 10.32 filed
          with Amendment No. 1 to the Original S-4)

   10.14  Industrial Building Lease between Centerpoint Properties Corporation
          and WinCup Holdings, Inc. (as successor in interest to WinCup
          Holdings, L.P.) dated May 1996 (Incorporated by reference to Exhibit
          10.33 filed with the Series B S-4)

   10.15  Radnor Corporate Center Office Lease by and between Radnor Center
          Associates and WinCup Holdings, Inc. (as successor in interest to
          WinCup Holdings, L.P.), dated May 31, 1996 (Incorporated by reference
          to Exhibit No. 10.34 filed with Amendment No. 1 to the Original S-4)

   10.16  Standard Commercial Lease by and between Bradford Management Company
          of Dallas, Inc. and StyroChem U.S., Inc., dated June 22, 1994, as
          amended on April 5, 1996, and as renewed on October 22, 1996
          (Incorporated by reference to Exhibit No. 10.35 filed with Amendment
          No. 1 to the Original S-4)

***10.17  Executive Employment Agreement by and between Radnor Holdings
          Corporation and Richard Hunsinger, dated May 1, 1993, as amended in
          October, 1995 (Incorporated by reference to Exhibit No. 10.38 filed
          with the Original S-4)

***10.18  Radnor Holdings Corporation Equity Incentive Plan, dated April 24,
          1992, as amended on November 1, 1993 (Incorporated by reference to
          Exhibit No. 10.39 filed with Amendment No. 1 to the Original S-4)

***10.19  Radnor Holdings Corporation Management Equity Participation Plan,
          dated March 10, 1993, as amended on November 1, 1993 (Incorporated by
          reference to Exhibit No. 10.40 filed with Amendment No. 1 to the
          Original S-4)

   10.20  Second Amended and Restated Revolving Credit and Security Agreement
          among BNY Financial Corporation, NationsBank, N.A., WinCup Holdings,
          Inc., Radnor Chemical Corporation, StyroChem 

                                       3

<PAGE>
 
          U.S., Inc. and Radnor Holdings Corporation, dated October 15, 1997
          (Incorporated by reference to Exhibit 10.41 filed with the Series B S-
          4), as amended by Joinder dated February 9, 1998 joining Radnor
          Delaware, Inc. (Incorporated by reference to Exhibit 10.32 filed with
          the Form 10-K for the year ended December 26, 1997 filed by Radnor
          Holdings Corporation), as further amended by Amendment No. 1 to Second
          Amended and Restated Revolving Credit and Security Agreement among BNY
          Financial Corporation, NationsBank, N.A., WinCup Holdings, Inc.,
          Radnor Chemical Corporation, StyroChem U.S., Inc., Radnor Delaware,
          Inc. and Radnor Holdings Corporation, dated June 26, 1998
          (Incorporated by reference to Exhibit No. 10.1 filed with the Form 10-
          Q for the quarter ended June 26, 1998 filed by Radnor Holdings
          Corporation), as further amended by Amendment No. 2 to Second Amended
          and Restated Revolving Credit and Security Agreement among BNY
          Financial Corporation, NationsBank, N.A., WinCup Holdings, Inc.,
          Radnor Chemical Corporation, StyroChem U.S., Inc., Radnor Delaware,
          Inc. and Radnor Holdings Corporation, dated October 1, 1998, as
          further amended by Amendment No. 3 to Second Amended and Restated
          Revolving Credit and Security Agreement among BNY Financial
          Corporation, NationsBank, N.A., WinCup Holdings, Inc., Radnor Chemical
          Corporation, StyroChem U.S., Inc., Radnor Delaware, Inc. and Radnor
          Holdings Corporation, dated December 23, 1998

   10.21  Amended and Restated Revolving Credit Note, dated December 5, 1996,
          made by Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor
          Chemical Corporation, and StyroChem U.S., Inc. in favor of The Bank of
          New York Commercial Corporation (Incorporated by reference to Exhibit
          No. 10.42 filed with Amendment No. 1 to the Original S-4)

   10.22  Amended and Restated Revolving Credit Note, dated December 5, 1996,
          made by Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor
          Chemical Corporation, and StyroChem U.S., Inc. in favor of
          NationsBank, N.A. (Incorporated by reference to Exhibit No. 10.43
          filed with Amendment No. 1 to the Original S-4)

   10.23  Trademark Collateral Security Agreement, dated December 5, 1996,
          between StyroChem U.S., Inc. and The Bank of New York Commercial
          Corporation (Incorporated by reference to Exhibit No. 10.44 filed with
          Amendment No. 1 to the Original S-4)

   10.24  Trademark Assignment of Security, dated December 5, 1996, between
          StyroChem U.S., Inc. and The Bank of New York Commercial Corporation
          (Incorporated by reference to Exhibit No. 10.45 filed with Amendment
          No. 1 to the Original S-4)

   10.25  Trademark Collateral Security Agreement, dated December 5, 1996,
          between WinCup Holdings, Inc. and The Bank of New York Commercial
          Corporation (Incorporated by reference to Exhibit No. 10.46 filed with
          Amendment No. 1 to the Original S-4)

   10.26  Trademark Assignment of Security, dated December 5, 1996, between
          WinCup Holdings, Inc. and The Bank of New York Commercial Corporation
          (Incorporated by reference to Exhibit No. 10.47 filed with Amendment
          No. 1 to the Original S-4)

   10.27  Patent Collateral Security Agreement, dated December 5, 1996, between
          StyroChem U.S., Inc. and The Bank of New York Commercial Corporation
          (Incorporated by reference to Exhibit No. 10.48 filed with Amendment
          No. 1 to the Original S-4)

   10.28  Patent Assignment of Security, dated December 5, 1996, between
          StyroChem U.S., Inc. and The Bank of New York Commercial Corporation
          (Incorporated by reference to Exhibit No. 10.49 filed with Amendment
          No. 1 to the Original S-4)

   10.29  Collateral Assignment, dated as of December 5, 1996, among Radnor
          Holdings Corporation and The Bank of New York Commercial Corporation
          (Incorporated by reference to Exhibit No. 10.50 filed with Amendment
          No. 1 to the Original S-4)

                                       4

<PAGE>
 
   10.30  Agreement Respecting a Term Loan and Other Credit Facilities, dated
          February 25, 1994, between Bank of Montreal and StyroChem Canada,
          Ltd., as amended (Incorporated by reference to Exhibit No. 10.63 filed
          with Amendment No. 1 to the Original S-4)

   10.31  Letter of Undertaking, dated December 5, 1996, made by StyroChem
          Canada, Ltd. and Radnor Holdings Corporation in favor of Bank of
          Montreal (Incorporated by reference to Exhibit No. 10.64 filed with
          the Original S-4)

   10.32  Guaranty, dated February 25, 1994, made by Radnor Chemical Corporation
          in favor of Bank of Montreal (Incorporated by reference to Exhibit No.
          10.65 filed with Amendment No. 1 to the Original S-4)

***10.33  Employment Agreement, dated April 5, 1996, between WinCup Holdings,
          Inc. and R. Radcliffe Hastings (Incorporated by reference to Exhibit
          No. 10.66 filed with the Original S-4)

   10.34  Sale of Assets Agreement between Neste Oy, Isora Oy, Neste Cellplast
          AB, Neste Thermisol A/S and StyroChem Finland Oy, ThermiSol Finland
          Oy, ThermiSol Sweden AB, ThermiSol Denmark ApS and Radnor Holdings
          Corporation dated as of September 17, 1997 (Incorporated by reference
          to Exhibit No. 2.1 filed with the Form 8-K filed by Radnor Holdings
          Corporation dated October 15, 1997)

   10.35  Neste Service Agreement by and between Neste Oy and StyroChem Finland
          Oy and Radnor Holdings Corporation dated as of October 15, 1997
          (Incorporated by reference to Exhibit 10.68 filed with the Series B S-
          4)

   10.36  Land Lease Agreement by and between Neste Oy and StyroChem Finland Oy
          and Radnor Holdings Corporation dated as of October 15, 1997
          (Incorporated by reference to Exhibit 10.69 filed with the Series B S-
          4)

   10.37  Plant Lease 195 Tamal Vista Boulevard, Corte Madera, California,
          between Hunt Brothers Leasing, L.L.C. and WinCup Holdings, Inc. (as
          successor in interest to WinCup Holdings, L.P.), dated May 1, 1997
          (Incorporated by reference to Exhibit 10.70 filed with the Series B S-
          4)

   10.38  Engineering Lease 201 Tamal Vista Boulevard, Corte Madera, California,
          between Hunt Brothers Leasing, L.L.C. and WinCup Holdings, Inc. (as
          successor in interest to WinCup Holdings, L.P.), dated May 1, 1997
          (Incorporated by reference to Exhibit 10.71 filed with the Series B S-
          4)

   10.39  Warehouse Lease 205 Tamal Vista Boulevard, Corte Madera, California,
          between Hunt Brothers Leasing, L.L.C. and WinCup Holdings, Inc. (as
          successor in interest to WinCup Holdings, L.P.), dated May 1, 1997
          (Incorporated by reference to Exhibit 10.72 filed with the Series B S-
          4)

   10.40  Supplement Revolving Multicurrency Credit Agreement among BNY
          Financial Limited, NationsBank, N.A., StyroChem Europe (The
          Netherlands) B.V., StyroChem Finland Oy, ThermiSol Finland Oy,
          ThermiSol Denmark ApS and ThermiSol Sweden AB Guaranteed by Inter Alia
          WinCup Holdings, Inc., Radnor Chemical Corporation, StyroChem U.S.,
          Inc. and Radnor Holdings Corporation dated October 15, 1997 as amended
          by Supplement Revolving Multicurrency Credit Agreement among BNY
          Financial Limited, NationsBank, N.A., StyroChem Europe (The
          Netherlands) B.V., StyroChem Finland Oy, ThermiSol Finland Oy,
          ThermiSol Denmark ApS and ThermiSol Sweden AB Guaranteed by Inter Alia
          WinCup Holdings, Inc., Radnor Chemical Corporation, StyroChem U.S.,
          Inc. and Radnor Holdings Corporation dated November 21, 1997
          (Incorporated by reference to Exhibit 10.73 filed with Amendment No. 1
          to the Series B S-4)

   10.41  Lease Agreement between Oy KWH Plast Ab, Jakobstad and Isora Oy dated
          January 24, 1995 (Incorporated by reference to Exhibit 10.74 filed
          with the Series B S-4)

   10.42  Lease and Cooperation Agreement between Suomen Polystyreeni Tehdas
          Oy/Finska Polystyren Fabriken Ab and Borough of Kokemaki dated
          February 27, 1971, as amended by Subcontract dated 

                                       5

<PAGE>
 
          October 13, 1976, Subcontract II dated February 26, 1981, Subcontract
          III dated August 13, 1985, Transfer of Lease Agreement between City of
          Kokemaki and Neste Oy dated December 29, 1987, Lease dated April 15,
          1994 and Lease Agreement II dated September 26, 1996 (Incorporated by
          reference to Exhibit 10.75 filed with the Series B S-4)

   10.43  Lease Agreement between Avena Siilot Oy and Neste Oy Polystyreeni
          dated March 13, 1997 (Incorporated by reference to Exhibit 10.76 filed
          with the Series B S-4)

   10.44  Office Lease Agreement between Keharakenpajat Oy and Neste Oy
          Polystyreeni dated July 1, 1995 (Incorporated by reference to Exhibit
          10.77 filed with Amendment No. 1 to the Series B S-4)

   10.45  Lease Contract between Lokalo Fastighetsfarvaltning and Neste
          Cellplast AB dated August 16, 1996 (Incorporated by reference to
          Exhibit 10.78 filed with Amendment No. 1 to the Series B S-4)

   10.46  Lease Contract between Norrtalje Industri- och Hantverkshus AB (NIHAB)
          and Neste Cellplast AB dated June 26, 1996 (Incorporated by reference
          to Exhibit 10.79 filed with Amendment No. 1 to the Series B S-4)

*  10.47  Styrene Monomer Supply Agreement dated as of October 15, 1997 between
          StyroChem Finland Oy and Elf Atochem SA (Incorporated by reference to
          Exhibit 10.80 filed with Amendment No. 1 to the Series B S-4)

***10.48  Employment Agreement dated February 21, 1997 between Radnor Holdings
          Corporation and Caroline J. Williamson (Incorporated by reference to
          Exhibit 10.81 filed with Amendment No. 1 to the Series B S-4)
 
** 10.49  Agreement of Sale dated as of January 1, 1998 between ARCO Chemie
          Nederland, Ltd. and StyroChem Finland Oy
 
***10.50  Radnor Holdings Corporation Key Executive Retirement Plan
 
***10.51  Executive Employment Agreement dated as of July 1, 1993 between Radnor
          Holdings Corporation and Don Rogalski
 
***10.52  Letter Agreement dated as of December 10, 1998 between Radnor Holdings
          Corporation and Van D. Groenewold

   21.1   List of Subsidiaries of the Registrant
 
   27.1   Financial Data Schedule (Radnor Holdings Corporation)
 
   99.1   Pages F-32 to F-84 of the Company's Prospectus dated February 6, 1998,
          included in Amendment No. 1 to the Company's Registration Statement on
          Form S-4, Commission File No. 333-42101

   *      Portions of this Exhibit have been deleted pursuant to an Order
          Granting the Company's Application under Securities Act and Rule 406
          Promulgated Thereunder for Confidential Treatment.

   **     Portions of this Exhibit have been deleted pursuant to the Company's
          Application under Exchange Act and Rule 24b-2 Promulgated Thereunder
          for Confidential Treatment.

   ***    This exhibit represents a management contract or compensatory plan or
          arrangement.

                                       6