<PAGE>

================================================================================

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

                                   FORM 10-K
                                  (Mark One)

[X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended June 30, 2001

                                      OR

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

                         Commission file No. 00-19800

                        GIBRALTAR PACKAGING GROUP, INC.
            (Exact name of registrant as specified in its charter)


      Delaware                                   47-0496290
      (State of incorporation)                   (I.R.S. Employer Identification
                                                 Number)
      2000 Summit Avenue
      Hastings, Nebraska                         68901
      (Address of principal executive offices)   (Zip Code)

     (402) 463-1366                              www.gibraltarpackaginggroup.com
     (Registrant's telephone number,             (Registrant's website)
     including area code)

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

          Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock, par value $0.01 per share
                               (Title of class)

     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 the
Form 10-K. [X]

     The aggregate market value of the voting and non-voting common equity stock
held by nonaffiliates of the registrant on September 10, 2001 was $3,590,633
(based upon the September 10, 2001 closing sale price of the common stock as
reported on the NASDAQ Over-The-Counter Bulletin Board).

     The number of shares of common stock of the registrant outstanding as of
September 10, 2001 was 5,041,544 shares.

                      DOCUMENTS INCORPORATED BY REFERENCE
     Items 10, 11, 12 and 13 of Part III are incorporated by reference to the
definitive proxy statement relating to the registrant's Annual Meeting of
Stockholders for fiscal 2001, which definitive proxy statement will be filed
within 120 days of the end of the registrant's fiscal year.

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

                               Table of Contents

                                    PART I

<TABLE>
<CAPTION>
                                                                         Page
                                                                         ----
<S>                                                                      <C>
Item 1     Business.....................................................   1

Item 2.    Properties...................................................   7

Item 3.    Legal Proceedings............................................   8

Item 4.    Submission of Matters to a Vote of Security Holders..........   8


                                    PART II

Item 5.    Market for the Registrant's Common Equity
           and Related Stockholder Matters..............................   9

Item 6.    Selected Financial Data......................................  10

Item 7.    Management's Discussion and Analysis of
           Financial Conditions and Results of Operations...............  11

Item 7A.   Quantitative and Qualitative Disclosure About Market Risk....  15

Item 8.    Financial Statements and Supplementary Data..................  15

Item 9.    Changes in and Disagreements with Accountants
           on Accounting and Financial Disclosure.......................  15

                                    PART III

Item 10.   Directors and Executive Officers of the Registrant...........  16

Item 11.   Executive Compensation.......................................  16

Item 12.   Security Ownership of Certain
           Beneficial Owners and Management.............................  16

Item 13.   Certain Relationships and Related Transactions...............  16

                                    PART IV

Item 14.   Exhibits, Financial Statement
           Schedules, and Reports on Form 8-K...........................  17
</TABLE>
<PAGE>

                                    PART I

Item 1.    Business
           --------

General

     Gibraltar Packaging Group, Inc. ("Gibraltar" or the "Company") designs,
manufactures, and markets packaging products nationwide, for numerous
industries. The Company produces four types of packaging products through the
use of three manufacturing facilities. These facilities are: Gibraltar Packaging
Group, Inc. (dba "Great Plains Packaging", or "Great Plains") in Hastings,
Nebraska; RidgePak Corporation (dba "Flashfold Carton") in Fort Wayne, Indiana;
and Standard Packaging & Printing Corp. ("Standard Packaging") in Mount Gilead,
North Carolina. Folding cartons is the primary product line for the Company;
however, Standard Packaging also manufactures flexible packaging, and Great
Plains Packaging also manufactures litho-laminated cartons and corrugated
containers.

     In August 1998, the Company announced its strategy to refocus on its core
capabilities of folding cartons and to leverage the success of the Company's
Great Plains division to improve the performance of the Company's other folding
carton divisions. As a result, the Company initiated a plan to divest its
facilities that manufactured non-folding carton related products. This included
the sale of two of the Company's subsidiaries: Niemand Industries, Inc.
("Niemand") in Marion, Alabama; and GB Labels, Inc. ("GB Labels"), in
Burlington, North Carolina. Niemand, a manufacturer of tubular paper packaging
as well as contract packaging and filling, was sold in two stages. The sale of
the operating assets of its container business was finalized in June 1999 and
the remaining operating assets were sold in February 2000. The operating assets
of GB Labels, a manufacturer of pressure-sensitive labels, were sold in August
1999.

     Through the implementation of this strategy, the Company has improved
operations and developed a stronger foundation for future growth. The Company
has better positioned itself to take advantage of opportunities as they arise.
Over the past fiscal year the Company has evaluated capacity levels at its three
facilities and has implemented new technologies and equipment that will position
the Company to increase its performance, productivity, and profitability. These
advancements include the installation of blanking die-cutting equipment at its
Hastings, Nebraska and Mount Gilead, North Carolina facilities, as well as the
recent installation of a narrow web flexo press at the Hastings, Nebraska
facility. Gibraltar will continue to focus its efforts on its core business of
folding cartons, as well as the supporting product lines of flexible, litho-
laminated, and corrugated products. The Company intends to continue to expand
these product lines by utilizing the maximum capacity at each facility, while
continually identifying, researching, and when applicable, implementing new
technologies and equipment.

     The Company markets its products to customers located throughout the United
States, with the majority of its sales located within the central, southern and
eastern regions of the nation. The Company's sales are derived from a variety of
industries including the following markets: food products, paper and allied
products, pharmaceuticals and medical instruments, textiles, automotive,
household, tobacco, and industrial products. The Company believes its three
folding carton facilities are strategically located to enhance its competitive
position by providing broad geographic coverage to serve larger, nationwide
customers.

     Gibraltar's predecessor was incorporated under the name GPC Co. in
Hastings, Nebraska in 1967, and subsequently changed its name to Great Plains
Packaging Co. in 1986. In 1991 Great Plains Packaging Co. was reincorporated in
Delaware, and its name was changed to Gibraltar Packaging Group, Inc.

                                      -1-
<PAGE>

     The Company's principal executive offices are located at 2000 Summit
Avenue, Hastings, Nebraska 68901, its phone number is 402-463-1366, and its
website is www.gibraltarpackaginggroup.com.

     Unless otherwise stated in this Annual Report, references to fiscal 2001,
2000, and 1999 relate to the fiscal years ended June 30, 2001, July 1, 2000, and
July 3, 1999, respectively.


        Manufacturing Products and Processes

     Gibraltar offers four types of packaging products, which are described in
the following sections. The Company no longer offers the three product lines
which were produced by GB Labels and Niemand due to the sale of these divisions,
as mentioned above. Fluctuations in the percent of net sales for each product
line can be attributed, in part, to the sale of these divisions.

     Folding Cartons

     The Company designs, manufactures, and markets a variety of printed folding
cartons, which are purchased by customers in a variety of consumer and
industrial markets. The Company's customers use folding cartons for both product
packaging and retail display of products. Sales of folding cartons represented
approximately 79%, 73%, and 63% of the Company's net sales for fiscal 2001,
2000, and 1999, respectively.

     The Company believes that recent trends in the folding carton market favor
manufacturers that can produce creative graphics to enhance visual presentation,
point-of-sale appeal, and product differentiation. Specialty packaging designed
to address these needs often includes graphics with high-resolution print,
multiple colors, and innovative structural designs. The Company's internal
structural design teams have won numerous industry awards, due in part, to the
Company's emphasis on product design. The Company believes that its design
resources enhance its competitiveness in the folding carton market, and result
in increased profitability.

     Folding cartons are produced at each of the Company's three production
facilities in Hastings, Nebraska; Fort Wayne, Indiana; and Mount Gilead, North
Carolina. For offset printing, once a customer's order is received, paperboard
rolls are purchased from outside suppliers and converted into sheets with
sheeting equipment, in sizes determined for each order. Customers supply graphic
disks, artwork, or film to the Company, and then specialized printing plates are
created to use in the printing of paperboard sheets on multicolor offset
printing presses. The printed board is then cut, creased, embossed, folded, and
glued into individual cartons per the carton specifications, and then packaged
for shipment to customers. For the newly installed flexographic printing press,
the process differs slightly. Once a customer's order is received, paperboard
rolls are purchased from outside suppliers. Folding cartons are then produced
directly from the roll stock by printing and die cutting in line to output
blanks for gluing or flat packing. This printing process utilizes UV inks and
coatings, which is an additional feature the Company can now offer to its
customers.

     In June 1996, the Company's Hastings, Nebraska facility became the sixth
folding carton plant in the United States to achieve ISO 9001 certification, the
rigorous international quality standard. This facility renewed their
certification in June 1999 for another three-year term. In January 1998, the
Company's Fort Wayne, Indiana facility also achieved ISO 9001 certification, and
then renewed their certification in January 2001. The facility in Mount Gilead,
North Carolina recently received ISO 9001 certification on June 20, 2001. ISO
(International Organization for Standardization) has steadily become a worldwide
standard for quality management. It requires a company to codify its quality
program by defining and documenting its quality system.

                                      -2-
<PAGE>

   Flexible Poly-Film Packaging

   Flexible packaging sales represented approximately 11%, 11%, and 9% of the
Company's net sales for fiscal 2001, 2000, and 1999, respectively.

   The flexible packaging industry has experienced significant historical growth
due to advances in plastic technology and the popularity of convenient
packaging. Flexible packaging offers light-weight, low-bulk, resource-conserving
packaging that also protects perishable products, by creating a barrier against
air and moisture. For consumer marketing purposes, flexible packaging combines
high-quality, multicolor graphics, with a see-through feature that enables the
consumer to see the product within the package, along with the package graphics.
Although the Company sells most of its flexible packaging for use in the food,
textile, and household products markets, flexible packaging is also used by many
other industries.

   Flexible packaging is produced at the Standard Packaging facility in Mount
Gilead, North Carolina. The Company purchases its plastic films including
polyethylene, polypropylene, and similar materials, from film manufacturers
rather than producing its own plastic films. The film is printed at the
Company's facilities using multicolor printing presses. The printed rolls are
then slit into smaller rolls, or shipped in roll form, to customers who then
convert it into its final package form (for example, bags, pouches or overwrap).
The Company also converts the printed film rolls into bags or pouches, and then
ships the final package forms to its customers. The Company has additional
capabilities which can be incorporated into poly-film packaging, which include
affixing pressure-sensitive labels, attaching hanging display hooks, grommets,
zip-lock closures, and tape seals.

   Specialty Laminated Cartons

   At the Hastings, Nebraska facility, the Company manufactures specialty
laminated cartons, which it markets to customers throughout the United States,
primarily in the food, automotive, household, and industrial markets. Laminated
cartons are used for the retail sale of products and offer customers a number of
visual marketing benefits. Specialty laminated carton sales represented
approximately 6% of the Company's net sales for fiscal years 2001, 2000, and
1999.

   During the manufacturing process, laminated sheets, which are composed of a
printed paperboard sheet glued onto single face corrugate, are die cut, glued,
and folded into cartons per the carton specifications. Laminated packaging
offers a structurally stronger package suitable for packaging heavier contents,
protecting products during shipping, or meeting other package performance needs,
while at the same time providing high-resolution graphics. The Company believes
that the resolution of the print and graphics enhances the product's appeal, and
that the lamination provides increased product visibility without sacrificing
the protection of the product.

   Corrugated Containers

   The Company's Hastings, Nebraska facility also designs and manufactures
printed corrugated containers, which it markets to customers located in the mid-
western United States. The primary markets for this product line are the
automotive, industrial, and agricultural markets. Corrugated container sales
represented approximately 4% of the Company's net sales for fiscal years 2001
and 2000, respectively, and 3% for fiscal 1999.

                                      -3-
<PAGE>

   The Company purchases corrugated sheets from outside suppliers, then prints,
cuts, creases, folds, and glues the sheets into individual containers per the
carton specifications. The Company also manufactures corrugated inserts, which
require specialty die-cutting and gluing, and are used to provide additional
strength and protection of packaged products. Corrugated containers offer a
structurally strong package, suitable for protecting products during shipping,
or meeting other packaging performance needs.

Discontinued Products

   Contract Packaging and Filling

   Contract packaging and filling services were provided by the Niemand facility
located in Marion, Alabama. Sales for this product line represented
approximately 3% and 6% of the Company's net sales for fiscal 2000 and 1999,
respectively. In February 2000, in connection with the Company's strategy to
refocus on its core business of folding cartons, the Company sold the operating
assets of Niemand's contract packaging and filling business, and no longer
manufactures these products.

   Tubular, Spiral-Wound Paper Packaging

   The Niemand facility in Marion, Alabama manufactured tubular paper packaging
products. Net sales of tubular, spiral-wound packaging represented approximately
2% and 11% of the Company's net sales for fiscal 2000 and 1999, respectively. In
June 1999, in connection with the Company's strategy to refocus on its core
business of folding cartons, the Company finalized the sale of the operating
assets of Niemand's tubular, spiral-wound paper packaging business, and no
longer manufactures these products.

   Pressure-Sensitive Labels

   The GB Labels facility in Burlington, North Carolina, manufactured pressure-
sensitive labels. Net sales for this product line accounted for approximately 1%
of the Company's net sales for fiscal 2000 and 2% of the Company's net sales for
fiscal 1999. These labels are backed with adhesive, mounted on paper backing and
typically shipped in rolls to customers. Customers use these labels for a
variety of applications, including product promotions, packaging modifications,
clothing packaging and labeling, as well as other applications. In August 1999,
in connection with the Company's strategy to refocus on its core business of
folding cartons, the Company sold all of the operating assets of its GB Labels
division, and no longer manufactures pressure-sensitive labels.

Competition

   The packaging markets in which the Company competes are highly fragmented and
increasingly competitive. The Company competes with numerous small, non-
integrated companies that produce one or more packaging products and, to a
lesser extent, with divisions or subsidiaries of large integrated packaging
producers, as well as in-house packaging operations. The vertically integrated
paperboard, oil, and chemical companies that the Company competes with may have
multiple lines of business and produce their own raw materials. In general, the
integrated companies focus primarily on producing large quantities of basic,
commodity packaging and often provide their products to large companies
nationwide. The non-integrated manufacturers generally operate only one or two
production facilities and emphasize higher-margin, value-added packaging, often
with specialized or customized graphics. Unlike the integrated manufacturers,
these manufacturers produce smaller orders of packaging with quick turnaround,
and in many cases also work with the customer in designing the packaging.

                                      -4-
<PAGE>

   Competition among the non-integrated packaging manufacturers, against which
the Company primarily competes, is based on product quality, service, timeliness
of delivery, manufacturing capabilities and, to a lesser extent than with
commodity packaging, price. The Company believes that its expertise and
reputation within the packaging industry for providing timely, personalized
service and high-quality packaging enables it to compete effectively with other
non-integrated packaging companies.

   The Company has also been impacted by the increasing trends of customers to
improve their buying power through vendor consolidation. The Company has been
successful in several of these initiatives, however, the Company cannot
guarantee success in future vendor consolidation efforts.

   Many of the Company's competitors have greater resources, financial and
otherwise, than the Company. In addition, to the extent that packaging methods
are developed and successfully marketed as alternatives to the Company's
products, the Company may compete with producers of such alternative packaging
methods.

Raw Materials

   Raw materials used in the Company's production process include paperboard,
inks, flexible films, resin, and adhesives, all of which the Company purchases
from more than one supplier. In fiscal 2001, prices for these materials remained
relatively steady, with some decreases experienced for certain materials. The
Company anticipates that prices will continue to remain comparatively stable
through the first and second quarters of fiscal 2002. Although the Company has
historically been able to pass material increases on to its customers, any
future price increases could have an adverse impact on the Company's results of
operations, if the Company is unable to continue to pass these increases on to
its customers.

    The supply of materials such as polyethylene, polypropylene, and other
plastic films and resins used in the manufacture of flexible packaging, is
subject to the disruptions generally associated with the petroleum and petroleum
product markets. The supply of plastic materials depends upon factors beyond the
control of the Company, including, directly or indirectly, changes in the
economy, price levels and seasons, the level of domestic oil production, the
availability of imports, and the actions of OPEC. In addition, if the supply of
oil-based resins or plastic films should tighten in the future, vertically
integrated producers may have an advantage over the Company, as such competitors
could allocate scarce resin resources to their own flexible packaging units, or
transfer them at advantageous prices to their own flexible packaging units.

   Although the Company's supply of raw materials is presently sufficient, a
prolonged shortage of raw materials, the resulting higher costs, or diminished
availability of such materials could adversely affect its business.

Production Backlog and Inventory Control

   The majority of demand for the Company's products does not fluctuate
significantly throughout the fiscal year. However, the Company occasionally
experiences a slight increase in production backlog due to the seasonal business
of some of its customers. Because the Company produces according to firm
purchase orders, as do the majority of manufacturers within the industry,
fluctuations in production, shipments, and inventory levels are not significant.

                                      -5-
<PAGE>

Customers

   The Company derives its sales from a diverse market base.  In fiscal 2001,
the Company sold its products throughout the United States to over 475 different
customers for use in a variety of industries. The table below sets forth the
Company's approximate percent of net sales by market for each of the years
indicated.  In fiscal 2001, the company reviewed its industry classifications to
better represent the customer base it currently serves.  These changes are
reflected in each of the fiscal years listed below.  Fluctuations in the
percentage of net sales for certain industries can be attributed, in part, to
the sale of the GB Labels and Niemand Industries divisions.

   -------------------------------------------------------------------------
                                                June 30,   July 1,   July 3,
                                                  2001      2000      1999
                                                  ----      ----      ----

   Food products                                   19%       17%       17%
   Paper and allied products                       18%       17%       13%
   Pharmaceutical and medical instruments          15%       15%       16%
   Textiles                                        14%       18%       17%
   Automotive products                             10%       11%        9%
   Household products                               9%       11%       13%
   Tobacco products                                 8%        3%        2%
   Industrial products                              2%        2%        2%
   Other                                            5%        6%       11%
                                                  ----      ----      ----
   Total net sales                                100%      100%      100%
                                                  ====      ====      ====
   -------------------------------------------------------------------------

   Sales to the Company's top three customers accounted for approximately 36% of
the Company's net sales for fiscal 2001.  Sales to Smead Manufacturing
represented approximately 17%, and sales to Anchor Food Products represented
approximately 11% of net sales in fiscal 2001.

   The Company believes that developing long-term relationships with customers
is critical to its success in the packaging industry.  Customers generally
purchase products and services under firm purchase orders rather than long-term
contracts, although the Company does have several customers with contracts
ranging from one to three years.

Employees

   As of June 30, 2001, the Company employed approximately 452 full-time
employees--96 salaried, and 356 hourly. The Company primarily markets its
products and services through 13 employee sales representatives, as well as
several commissioned brokers or agents.

   The Graphics Communication Union, No. 19-M, represents approximately 81
hourly employees at the Fort Wayne, Indiana facility. The current three-year
union contract remains in effect through November 7, 2002.  The Company
considers its relationship with its employees and the union to be generally
satisfactory.  Although there are no difficulties anticipated, the Company is
unable to forecast the outcome of future negotiations between the Company and
the Graphics Communication Union No 19-M, or the potential impact any dispute
could have on the Company's financial position or results of operations.

                                      -6-
<PAGE>

Regulation

   The Company's activities are subject to various environmental, health and
worker safety laws.  The Company has expended resources, both financial and
managerial, to comply with applicable environmental, health and worker safety
laws in its operations and at its facilities, and anticipates that it will
continue to do so in the future.  Compliance with environmental laws has not
generally had a material effect on the Company's capital expenditures, earnings
or competitive position.  However, as part of the environmental due diligence
carried out in fiscal 1995 in connection with a proposed merger, the Company
became aware of groundwater contamination at its GB Labels facility in
Burlington, North Carolina.

   Groundwater testing performed in 1995 revealed the presence of
tetrachlorethelene ("PCE") and related compounds in the groundwater at the site,
and in three of the neighboring properties' wells. The Company notified the
North Carolina Division of Environmental Management and the County Health
Department, provided bottled water to affected residents, and offered to
connect, at its cost, any resident wishing to be connected to the municipal
water supply.

   In February 1997 the North Carolina Division of Water Quality ("DWQ") asked
Gibraltar to conduct a follow-up assessment of the GB Labels facility.  The
Company arranged with its environmental consultants to install additional
groundwater monitoring wells, conduct additional investigative work at the GB
Labels site and prepare an updated report.  The Comprehensive Assessment Report
was filed with the DWQ in June 1998.  To date, the DWQ has requested no further
updates.

   Following the August 1995 preliminary site assessment, the Company had its
environmental consultants prepare an estimate of likely remediation costs based
on all of the information known at that time.  These estimated costs ranged from
$750,000 to $1.1 million over a period of seven to ten years. Accordingly, the
Company recorded a liability for such remediation costs of $750,000 in fiscal
year 1995.  This estimate may be affected by new information learned, any
modifications to any remediation plan that may be proposed by the DWQ and the
actual costs incurred as part of evaluation and remediation.  The reduction in
the accrual for such remediation costs to $431,000 from $432,000 at June 30,
2001 and July 1, 2000, respectively, reflects legal and environmental consulting
expenses incurred in fiscal 2001. Incurred expenses as of June 30, 2001 related
to remediation totaled $319,000.  Management believes that the ultimate
resolution of this and other environmental matters will not materially affect
the financial position or results of future operations and cash flows of the
Company.


Item 2.   Properties
          ----------

   The Company owns offices and manufacturing facilities in Hastings, Nebraska;
Fort Wayne, Indiana; and Mount Gilead, North Carolina.  The Company's facilities
consist of a total of more than 425,000 square feet.  The Company also leases
71,000 square feet of office, production, and warehouse space in Hastings,
Nebraska.  Additional warehouse facilities are leased in Fort Wayne, Indiana,
and Mebane, North Carolina.

                                     -7-
<PAGE>

   The Niemand facility, which is owned by the Company and was previously used
in a manufacturing capacity, is currently being leased to the company that
acquired Niemand's operating assets.

   The Company's facilities and equipment are generally in good operating
condition, and are suitable for their respective uses and adequate for current
needs.

   The Company maintains business property and other insurance coverage for its
facilities and operations, in amounts and for risks generally consistent with
industry practice for companies of similar size.


Item 3.  Legal Proceedings
         -----------------

   From time to time, the Company is a party to certain lawsuits and
administrative proceedings that arise in the conduct of its business.  While the
outcome of these lawsuits and proceedings cannot be predicted with certainty,
management believes that, if adversely determined, the lawsuits and proceedings,
either singularly or in the aggregate, would not have a material adverse effect
on the financial condition, results of operations or net cash flows of the
Company.

   On April 28, 1999, the Company filed a lawsuit captioned Gibraltar Packaging
Group, Inc. v. Anthem Health Plans, d.b.a. Anthem Blue Cross and Blue Shield of
Connecticut ("Anthem"), in the United States District Court for the District of
Connecticut.  The Company is seeking damages for Anthem's alleged breach of a
contract for health insurance for employees of the Company.  In October 2000,
Anthem filed a counterclaim for unpaid premiums.  The amount of the counterclaim
is unknown.  Discovery has revealed that a third party may be liable to
indemnify the Company for all or part of the counterclaim, and the Company has
brought a third party claim against this party in the litigation.  There can be
no assurances that the outcome of the litigation would not have an adverse
impact on the Company.  The parties participated in a settlement mediation in
December 1999.  The parties determined to gather additional information through
depositions, which are ongoing.  The Company anticipates another settlement
mediation will be scheduled before the end of 2001.


Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

   No matters were submitted to a vote of the stockholders of Gibraltar during
the fourth quarter of Gibraltar's fiscal year ended June 30, 2001.

                                      -8-
<PAGE>

                                    PART II

Item 5.    Market for the Registrant's Common Equity and Related Stockholder
           -----------------------------------------------------------------
           Matters
           -------

Price Range of Common Stock

   The Company's common stock is currently traded on the NASDAQ Over-The-Counter
Bulletin Board.  The trading symbol for the Company's common stock is "PACK."
The following table sets forth, for the periods indicated, the high and low sale
prices for the Company's common stock as reported by NASDAQ:

                                                            HIGH     LOW

  FISCAL 2001
   Fourth Quarter                                          $ 1.56  $ 1.25
   Third Quarter                                             1.75    1.25
   Second Quarter                                            1.56    0.88
   First Quarter                                             1.06    0.63

  FISCAL 2000
   Fourth Quarter                                          $ 1.06  $ 0.75
   Third Quarter                                             1.00    0.50
   Second Quarter                                            1.00    0.38
   First Quarter                                             1.03    0.69

   There were approximately 166 shareholders of record of the Company's common
stock as of September 10, 2001.  The Company believes that the number of
beneficial owners of its common stock is approximately 700.

Dividend Policy

   Historically, the Company has not paid cash dividends on its common stock.
Any payment of cash dividends in the future will depend upon the terms of the
Company's debt instruments, the financial condition, capital requirements and
earnings of the Company, as well as other factors the Board of Directors may
deem relevant.  In addition, the Company's credit facility with First Source
Financial LLP restricts the ability of the Company to pay dividends.

Recent Sales of Unregistered Securities

None.

                                     -9-
<PAGE>

Item 6.   Selected Financial Data
          -----------------------

   The following selected historical financial information has been derived from
the Company's audited consolidated financial statements.  This information
should be read in connection with the Company's Consolidated Financial
Statements and the Notes thereto, as well as "Management's Discussion and
Analysis of Financial Condition and Results of Operations," included elsewhere
in this Annual Report.

               Gibraltar Packaging Group, Inc. and Subsidiaries
                     Selected Consolidated Financial Data
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                            Years Ended
                                                    -------------------------------------------------------------
                                                    June 30,      July 1,      July 3,      June 27,    June 28,
                                                    2001/(1)/    2000/(2)/    1999/(3)/    1998/(4)/    1997/(5)/
                                                    ---------    ---------    ---------    ---------    ---------
<S>                                                 <C>          <C>          <C>          <C>          <C>
Statement of Operations Data:

Net Sales                                            $64,084      $67,543     $ 76,514     $ 75,890       $74,710
Cost of Goods Sold                                    50,908       54,998       65,711       64,138        59,396
Gross Profit                                          13,176       12,545       10,803       11,752        15,314
Operating Expenses                                     7,961        7,862       21,802       26,411        11,362
Income (Loss) From Operations                          5,215        4,683      (10,999)     (14,659)        3,952
Other Expense - Net                                    2,499        3,130        3,324        3,989         3,061
Provision (Benefit) for Income Taxes                    (923)         483         (751)      (1,435)          559
Income (Loss) before Extraordinary Item                3,639        1,070      (13,572)     (17,213)          332
Net Income (Loss)                                      3,639        1,070      (13,572)     (17,213)          225

Basic and Diluted Per Common Share Amounts:
Income (Loss) before Extraordinary Item                 0.72         0.21        (2.69)       (3.41)         0.07
Net Income (Loss)                                       0.72         0.21        (2.69)       (3.41)         0.05
Weighted Average Shares Outstanding                    5,042        5,042        5,042        5,042         5,042

Balance Sheet Data:

Working Capital                                        2,403        2,333        3,357        4,969         6,078
Total Assets                                          36,374       37,654       43,338       59,371        75,058
Long-Term Debt (net of current portion)               18,578       22,498       27,943       27,872        27,382
Stockholders' Equity                                   5,155        1,516          446       14,018        31,100

</TABLE>

   (1) Includes a $2.0 million reduction to the tax provision. As a result of
       earnings improvements, the Company reduced its deferred income tax asset
       valuation allowance by $2.0 million in fiscal 2001 to reflect a change in
       estimate related to the realizability of its deferred income tax assets.
   (2) Includes the effect of the sale of the operating assets of Niemand in
       June 1999 and February 2000 and the sale of the operating assets of GB
       Labels in August 1999.
   (3) Includes impairment write-downs of long-lived assets related to Flashfold
       Carton and GB Labels of $11,861 and $352, respectively, and restructuring
       charges of $235 related to the relocation of the Company's corporate
       offices.
   (4) Includes a charge for severance and relocation costs of approximately
       $500 and a restructuring charge of $170 consisting of severance costs for
       divisional personnel. Results also include an impairment write-down of
       long-lived assets related to Niemand of approximately $14,083 and a
       write-off of unamortized finance costs related to the Harris Bank
       refinancing of approximately $854.
   (5) Includes an extraordinary after-tax loss of $107 reflecting the write-off
       of unamortized finance costs of a previous refinancing.

                                     -10-
<PAGE>

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
         of Operations
         -------------

Results of Operations

   The following table presents, for the periods indicated, the percentage
relationship that certain items in the Company's Consolidated Statement of
Operations bear to net sales. This information should be read in conjunction
with the Company's Consolidated Financial Statements and the Notes thereto
included elsewhere in this Annual Report.

                                                        Years Ended
                                                ---------------------------
                                                June 30,   July 1,   July 3,
                                                  2001      2000      1999
                                                  ----      ----      ----
  Net Sales                                      100.0%    100.0%    100.0%
  Cost of Goods Sold                              79.4      81.4      85.9
  Gross Profit                                    20.6      18.6      14.1
  Operating Expenses                              12.4      11.6      28.5
  Income (Loss) from Operations                    8.1       6.9     (14.4)
  Other Expense - Net                              3.9       4.6       4.3
  Provision (Benefit) for Income Taxes            (1.4)      0.7      (1.0)
  Net Income (Loss)                                5.7%      1.6%    (17.7)%

Fiscal Year 2001 vs. 2000

   In fiscal 2001, the Company had net sales of $64.1 million compared with
$67.5 million in fiscal 2000, a decrease of $3.5 million or 5.1%. An increase in
sales from retained operations of $0.4 million was offset by a reduction in
sales of $3.9 million following the sale of the operating assets of GB Labels in
August 1999 and Niemand in February 2000. See "Item 1. Business-General." Sales
from retained operations were strong in the first half of the fiscal year, but
were negatively impacted by the overall slow-down in economic conditions in the
second half.

   Gross profit for fiscal 2001 increased to 20.6% of net sales from 18.6% in
fiscal 2000. This increase was due primarily to an influx of new business with
higher margins, reduced payroll costs, and the divestiture of low margin
business from the sale of the operating assets of Niemand and GB Labels.
Additionally, the Company still benefits from continuing cost control efforts
and productivity gains carried over from the previous year. Cost of goods sold
decreased $4.1 million, or 7.4%, to $50.9 million in fiscal 2001 compared to
$55.0 million in fiscal 2000. The sale of the operating assets of GB Labels and
Niemand accounted for $3.9 million of the decrease.

   Operating income for fiscal 2001 was $5.2 million compared with $4.7 million
in fiscal 2000, an increase of $0.5 million or 11.4%. This increase was the
result of the operating improvements from the retained operations and the sale
of the operating assets of GB Labels and Niemand. Selling, general and
administrative expenses increased $0.1 million or 1.6% to $7.8 million in fiscal
2001 from $7.7 million in fiscal 2000. Expressed as a percentage of net sales,
selling, general and administrative expenses increased to 12.2% in fiscal 2001,
compared with 11.4% in fiscal 2000. This is the result of an increase in third
party brokers commissions and bad debt expense, partially offset by decreases
due to the sale of the operating assets of Niemand and GB Labels.

                                     -11-
<PAGE>

   Total interest expense decreased $0.5 million, or 17.9%, to $2.5 million in
fiscal 2001 from $3.0 million in fiscal 2000. The decrease is primarily the
result of $5.8 million in lower average borrowings and lower average interest
rates.

   The income tax benefit as a percentage of pre-tax income for fiscal 2001 was
34.0% compared with an income tax provision of 31.1% for fiscal 2000. The
effective tax rate typically differs from the statutory rate primarily as a
result of non-deductible amortization of goodwill. However, as a result of
earnings improvements, the Company reduced its deferred income tax asset
valuation allowance by $2.0 million in fiscal 2001 to reflect a change in
estimate related to the realizability of its deferred income tax assets. See
Note 5 of the Notes to Consolidated Financial Statements for a detailed
description of the adjustment to the deferred income tax asset valuation.

   Net income in fiscal 2001 was $3.6 million, or $0.72 per share, compared to
$1.1 million or $0.21 per share in fiscal 2000. Net income in fiscal 2001
includes the effect of reducing the deferred income tax asset valuation
allowance by $2.0 million, as a result of earnings improvements. Excluding the
impact of the change in the deferred income tax asset valuation allowance, net
income would have been $1.7 million (or $0.33 per share). The following table
illustrates the effect of the income tax asset valuation allowance (in
thousands, except per share data):

<TABLE>
<CAPTION>
                                                                             Excluding Impact of
                                                                               Change in Tax
                                                     As Reported             Valuation Allowance
                                                  -----------------          -------------------
<S>                                               <C>                        <C>
Income Before Income Taxes                                   $2,716                       $2,716
Provision (Benefit) for Income Taxes                           (923)                       1,046
                                                  -----------------          -------------------
Net Income                                                   $3,639                       $1,670
                                                  =================          ===================
Net Income Per Share                                         $ 0.72                       $ 0.33
                                                  =================          ===================
</TABLE>

Fiscal Year 2000 vs. 1999

   In fiscal 2000, the Company's net sales were $67.5 million compared with
$76.5 million in fiscal 1999, a decrease of $9.0 million or 11.7%. An increase
in sales from retained operations of $1.8 million was offset by a reduction in
sales of $10.8 million following the sale of the operating assets of GB Labels
in August 1999 and Niemand in June 1999 and February 2000. See "Item 1.
Business - General."

   Gross profit for fiscal 2000 increased to 18.6% of net sales from 14.1% in
fiscal 1999. Increased productivity, better pricing, and cost control efforts
played a large role in this improvement. Gross margins at Flashfold Carton were
further improved when compared to the prior year as a result of lower
depreciation following the impairment write-down of long-lived assets in fiscal
1999, and as a result of inventory valuation adjustments in the third quarter of
fiscal 1999. These improvements were partially offset by lower margins from
Niemand and GB Labels and higher self-funded medical plan claims. Cost of goods
sold decreased $10.7 million, or 16.3%, to $55.0 million in fiscal 2000 compared
to $65.7 million in fiscal 1999. The sale of the operating assets of GB Labels
and Niemand accounted for $10.0 million of the decrease, partially offset by
increases related to higher sales from retained operations.

                                     -12-
<PAGE>

   Selling, general and administrative expenses decreased $1.3 million or 14.5%
to $7.7 million in fiscal 2000 from $9.0 million in fiscal 1999. Expressed as a
percentage of net sales, selling, general and administrative expenses decreased
slightly to 11.4% in fiscal 2000, compared with 11.8% in fiscal 1999. Selling
expenses decreased primarily as a result of the sale of the operating assets of
GB Labels and Niemand. Additional cost savings resulted from reorganizing the
Company's sales force and continued cost reduction efforts, which included the
relocation of the corporate headquarters in the second quarter of fiscal 1999.

   In connection with the Company's strategic plan, the Company sold the
operating assets of GB Labels, effective August 30, 1999. The Company recorded a
pre-tax non-cash charge of $82,000 in the fourth quarter of fiscal 1999 to
write-down the carrying amount of GB Labels' fixed assets sold to fair value
less cost to sell. No gain or loss was recorded on the sale in fiscal 2000.

   Effective February 1, 2000, the Company completed the sale of the remaining
operating assets of Niemand. The sale of the container business of Niemand was
finalized in the fourth quarter of fiscal 1999. In the fourth quarter of fiscal
1998, the Company recorded a pre-tax non-cash charge of $14.1 million to write-
down the carrying amount of goodwill and fixed assets of Niemand to estimated
fair value less cost to sell. No material gain or loss was recorded on either
sale.

   Interest expense decreased $0.3 million or 8.8% to $3.0 million in fiscal
2000 from $3.3 million in fiscal 1999. This decrease is primarily the result of
$4.3 million in lower average borrowings coupled with slightly higher average
interest rates.

   The income tax provision as a percentage of pre-tax income for fiscal 2000
was 31.1%, which differs from the statutory rate primarily as a result of a
change in the Company's valuation allowance, offset by non-deductible
amortization of goodwill. The equivalent tax rate for fiscal 1999 was an income
tax benefit of 5.2%.

Financial Condition

     The Company's credit facility with First Source Financial LLP ("First
Source"), as amended, provides for a five-year $25 million term loan and a five-
year $12 million working capital revolving line of credit ("Revolver"). The loan
requires monthly principal payments of $229,167 through April 2003, with the
balance of $9,692,435 due on July 31, 2003. The credit facility is secured by a
first priority perfected security interest in and lien on all assets (real and
personal, tangible and intangible) of the Company excluding its Burlington,
North Carolina property.

     The Revolver provides for a revolving line of credit under a borrowing base
commitment subject to certain loan availability requirements. Loan availability
under the Revolver may not exceed the lesser of (1) $12 million or (2) the sum
of (a) up to 85% of the Company's eligible accounts receivable plus (b) up to
60% of the Company's eligible inventory. At no time may the sum of aggregated
loan advances outstanding under the Revolver plus the aggregate amount of
extended letter of credit guarantees exceed loan availability. The Company had
available to it unused borrowing capacity of $1.9 million as of June 30, 2001.

                                     -13-
<PAGE>

     The Revolver currently bears interest at First Source's prime rate plus
1.25% or the London Interbank Offered Rate ("LIBOR") plus 3.25%. The term loan
currently bears interest at First Source's prime rate plus 1.75% or LIBOR plus
3.75%. The Company also pays a commitment fee of 0.5% on the unused portion of
the Revolver. The interest rates at June 30, 2001 were a combination of prime
and LIBOR. First Source's prime and LIBOR rates were 6.75% and 3.76%,
respectively, at June 30, 2001.

     As of June 30, 2001, all outstanding letters of credit were guaranteed by
First Source. The Company pays a letter of credit fee of 2.75% to guarantee
availability under the Revolver. Outstanding letters of credit at June 30, 2001
amounted to $160,000 and relate to workman's compensation insurance policies.

     The First Source credit facility contains certain restrictive covenants
including financial covenants related to net worth, minimum interest coverage
ratio, capital expenditures, debt ratio and fixed charge coverage. As of June
30, 2001, the Company was in compliance with all financial covenants. In
addition, the Company's credit facility restricts the ability of the Company to
pay dividends.

   At June 30, 2001, the Company had working capital of $2.4 million, as
compared to $2.3 million at July 1, 2000. Historically, the Company's liquidity
requirements have been met by a combination of funds provided by operations and
its revolving credit agreements. Funds provided by operations totaled $4.3
million in fiscal 2001 and $2.9 million in fiscal 2000. This increase is
primarily attributable to higher profitability during fiscal 2001 when compared
to fiscal 2000.

   During fiscal 2001, capital expenditures totaled $0.8 million compared with
$0.3 million in fiscal 2000, and consisted primarily of additions to machinery
and equipment as well as improvements to existing facilities. The Company makes
capital improvements to increase efficiency and product quality, and
periodically upgrades its equipment by purchasing or leasing new or previously
used equipment.

   Under the current strategy, management believes that future funds generated
by operations and borrowings available under its credit facility with First
Source will be sufficient to meet working capital and capital expenditure
requirements in the near term.

   Inflation

   Inflation has not had a significant impact on the Company's cost structure.

   Impact of New Accounting Pronouncements

   During the first quarter of fiscal 2001, the Company adopted SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. The adoption of
this statement did not have a material impact on the Company's financial
position or results of operations.

   During the first quarter of fiscal 2001, the Company also implemented SEC
Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition. The implementation
of this SAB did not have a material impact on the Company's financial position
or results of operations.

   In June 2001, the Financial Accounting Standards Board ("FASB") approved the
issuance of SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and
Other Intangible Assets. These standards establish accounting and reporting for
business combinations, goodwill and other intangibles. SFAS No. 141 requires all
business combinations entered into subsequent to June 30, 2001 to be accounted
for using the purchase method of accounting.  SFAS No. 142 provides that

                                     -14-
<PAGE>

goodwill and other intangible assets with indefinite lives will not be
amortized, but will be tested for impairment on an annual basis. SFAS No. 142 is
effective for the Company beginning July 1, 2002. The Company has not quantified
the impact resulting from the adoption of these standards including the impact,
if any, of completion of the annual impairment test. However, the historical
impact of not amortizing goodwill would have been to increase net income for the
years ended June 30, 2001, July 1, 2000, and July 3, 1999 by $135,000, $161,000,
and $345,000 respectively.

Item 7A.  Quantitative and Qualitative Disclosure About Market Risk
          ---------------------------------------------------------

   The Company's primary market risk is fluctuation in interest rates. All of
the Company's debt at June 30, 2001 is at variable interest rates. A
hypothetical 10% change in interest rates would have had a $0.2 million impact
on interest expense for the fiscal year ended June 30, 2001.

Forward-Looking Statements

   Statements that are not historical facts, including statements about our
confidence in the Company's prospects and strategies and our expectations about
the Company's sales expansion, are forward-looking statements that involve risks
and uncertainties. These risks and uncertainties include, but are not limited
to: (1) softened demand for the Company's products due to overall economic
conditions; (2) the Company's ability to execute its business plan; (3) market
acceptance risks, including whether or not the Company will be able to
successfully gain market share against competitors, many of which have greater
financial and other resources than the Company, and the continuing trend of
customers to increase their buying power by consolidating the number of vendors
they maintain; (4) manufacturing capacity constraints, including whether or not,
as the Company increases its sales, it will be able to successfully integrate
its new customers into its existing manufacturing and distribution system; (5)
the introduction of competing products by other firms; (6) pressure on pricing
from competition or purchasers of the Company's products; (7) whether the
Company will be able to pass on to its customers price increases for paper and
paperboard products; (8) continued stability in other raw material prices,
including oil-based resin and plastic film; (9) the impact of government
regulation on the Company's manufacturing, including whether or not additional
capital expenditures will be needed to comply with applicable environmental laws
and regulations as the Company's production increases; (10) the Company's
ability to continue to comply with the restrictive covenants in its credit
facility or to obtain waivers if it is not in compliance in the future; and (11)
the outcome of the Anthem Health Plans litigation. Investors and potential
investors are cautioned not to place undue reliance on these forward-looking
statements, which reflect the Company's analysis only as of the date of this
report. The Company undertakes no obligation to publicly revise these forward-
looking statements to reflect events or circumstances that arise after the date
of this report. These risks and others that are detailed in this Form 10-K and
other documents that the Company files from time to time with the Securities and
Exchange Commission, including quarterly reports of Form 10-Q and any current
reports on Form 8-K, must be considered by any investor or potential investor in
the Company.

Item 8.   Financial Statements and Supplementary Data
          -------------------------------------------

   Reference is made to the financial statements, the report thereon, the notes
thereto, and supplementary data commencing at page F-1 of this Annual Report on
Form 10-K which financial statements, report, notes, and data are incorporated
herein by reference.

Item 9.   Change in and Disagreements With Accountants on Accounting and
          --------------------------------------------------------------
          Financial Disclosure
          --------------------

     None.

                                     -15-
<PAGE>

                                   PART III

Item 10.  Directors and Executive Officers of the Registrant
          --------------------------------------------------

   The information relating to the identification, business experience and
directorships of each director and nominee for director of Gibraltar and the
information relating to the identification and business experience of
Gibraltar's executive officers, required by Items 401 and 405 of Regulation S-K,
will be presented in the sections entitled "Election of Directors - Nominees for
Director" and "Executive Compensation and Other Information - Executive
Officers" of Gibraltar's definitive proxy statement for the Annual Meeting of
Stockholders for fiscal 2001, and is hereby incorporated by reference. If the
definitive proxy statement for the 2001 annual meeting is not filed with the
Securities and Exchange Commission within 120 days of the end of Gibraltar's
2001 fiscal year, Gibraltar will amend this Annual Report and include such
information in the amendment.

Item 11.  Executive Compensation
          ----------------------

   The information relating to the compensation of directors and officers
required by Item 402 of Regulation S-K will be presented in the sections
entitled "Election of Directors - Director Compensation" and "Executive
Compensation and Other Information" of Gibraltar's definitive proxy statement
for the Annual Meeting of Stockholders for fiscal 2001 and is hereby
incorporated by reference. If the definitive proxy statement for the 2001 annual
meeting is not filed with the Securities and Exchange Commission within 120 days
of the end of Gibraltar's 2001 fiscal year, Gibraltar will amend this Annual
Report and include such information in the amendment.

Item 12.  Security Ownership of Certain Beneficial Owners and Management
          --------------------------------------------------------------

   The information relating to security ownership required by Item 403 of
Regulation S-K will be presented in the section entitled "Voting Securities and
Principal Stockholders" of Gibraltar's definitive proxy statement for the Annual
Meeting of Stockholders for fiscal 2001 and is hereby incorporated by reference.
If the definitive proxy statement for the 2001 annual meeting is not filed with
the Securities and Exchange Commission within 120 days of the end of Gibraltar's
2001 fiscal year, Gibraltar will amend this Annual Report and include such
information in the amendment.

Item 13.  Certain Relationships and Related Transactions
          ----------------------------------------------

   The information relating to certain relationships and transactions required
by Item 404 of Regulation S-K will be presented in the section "Executive
Compensation and Other Information - Certain Transactions" of Gibraltar's
definitive proxy statement for the Annual Meeting of Stockholders for fiscal
2001 and is hereby incorporated by reference. If the definitive proxy statement
for the 2001 annual meeting is not filed with the Securities and Exchange
Commission within 120 days of the end of Gibraltar's 2001 fiscal year, Gibraltar
will amend this Annual Report and include such information in the amendment.

                                     -16-
<PAGE>

                                    PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K
          ----------------------------------------------------------------

     (a) (1)  Financial Statements                                 Page

     Independent Auditors' Report                                  F-1

     Consolidated Balance Sheets,
      June 30, 2001 and July 1, 2000                               F-2

     Consolidated Statements of Operations,
      Years Ended June 30, 2001, July 1, 2000, and July 3, 1999    F-3

     Consolidated Statements of Stockholders' Equity,
      Years Ended June 30, 2001, July 1, 2000, and July 3, 1999    F-4

     Consolidated Statements of Cash Flows,
      Years Ended June 30, 2001, July 1, 2000, and July 3, 1999    F-5

     Notes to Consolidated Financial Statements                    F-6

         (2)  All schedules of the Registrant for which provision is made in the
     applicable accounting regulations of the Securities and Exchange Commission
     are not required under the related instructions, are inapplicable, or have
     been disclosed in the Notes to Consolidated Financial Statements and,
     therefore, have been omitted.

         (3)  Exhibits

      Exhibits
      --------

   3.1    Certificate of Incorporation, as amended, of Gibraltar Packaging
          Group, Inc. (incorporated by reference to Exhibit 3.1 to Gibraltar's
          Registration Statement on Form S-1 (File No. 33-44965), as amended,
          filed January 9, 1992).

   3.2    By-Laws of Gibraltar Packaging Group, Inc. (incorporated by reference
          to Exhibit 3.2 to Gibraltar's Registration Statement on Form S-1 (File
          No. 33-44965), as amended, filed January 9, 1992).

   4.1    Specimen Common Stock Certificate (incorporated by reference to
          Exhibit 4.1 to Gibraltar's Registration Statement on Form S-1 (File
          No. 33-44965), as amended, filed January 9, 1992).

   10.1   Agreement and Plan of Reorganization, dated as of January 7, 1992,
          among Gibraltar Packaging Group, Inc., RidgePak Acquisition
          Corporation, RidgePak Corporation, and the Shareholders of RidgePak
          Corporation (incorporated by reference to Exhibit 10.1 to Gibraltar's
          Registration Statement on Form S-1 (File No. 33-44965), as amended,
          filed January 9, 1992).

   10.2   Registration Rights Agreement, dated March 4, 1992, by and among
          Gibraltar Packaging Group, Inc. and certain stockholders of Gibraltar
          Packaging Group, Inc. (incorporated by reference to Exhibit 4.2 to
          Gibraltar's Annual Report on Form 10-K for the year ended June 30,
          1992 (File No. 00-19800)).

                                     -17-
<PAGE>

     ** 10.3   Employment Agreement, dated February 10, 1992, between Gibraltar
               Packaging Group, Inc. and Deke C. Abbott, Jr. (incorporated by
               reference to Exhibit 10.6 to Gibraltar's Registration Statement
               on Form S-1 (File No. 33-44965), as amended, filed January 9,
               1992).

     ** 10.4   Gibraltar Packaging Group, Inc. 1992 Incentive Stock Option Plan,
               dated March 5, 1992 and amended as of April 28, 1994
               (incorporated by reference to Exhibit 10.5 to Gibraltar's Annual
               Report on Form 10-K for the year ended July 2, 1994 (File No. 00-
               19800)).

     ** 10.5   Gibraltar Packaging Group, Inc. Director Stock Option Plan dated
               July 13, 1992 and amended as of April 28, 1994 (incorporated by
               reference to Exhibit 10.6 to Gibraltar's Annual Report on Form
               10-K for the year ended July 2, 1994 (File No. 00-19800)).

     ** 10.6   Employment Agreement, dated December 1, 1992, between Gibraltar
               Packaging Group, Inc. and Richard Hinrichs (incorporated by
               reference to Exhibit 28.1 to Gibraltar's Quarterly Report on Form
               10-Q for the period ended December 31, 1992 (File No. 00-19800)).

        10.7   Stock Purchase Agreement, dated January 28, 1993, by and among
               Gibraltar Packaging Group, Inc., Standard Packaging and Printing
               Corp. and each of the shareholders of Standard Packaging and
               Printing Corp. (incorporated by reference to Exhibit 2.1 to
               Gibraltar's Current Report on Form 8-K dated January 28, 1993
               (File No. 00-19800)).

        10.8   Registration Rights Agreement, dated as of January 28, 1993,
               between Gibraltar Packaging Group, Inc. and Brady W. Dickson and
               Joan H. Dickson (incorporated by reference to Exhibit 28.1 to
               Gibraltar's Quarterly Report on Form 10-Q for the quarterly
               period ended March 31, 1993 (File No. 00-19800)).

        10.9   Agreement and Plan of Reorganization, dated April 28, 1993, by
               and among Gibraltar Packaging Group, Inc., Niemand Acquisition
               Corporation, Niemand Holdings, Inc., Niemand Industries, Inc.,
               and each of the stockholders of Niemand Holdings, Inc.
               (incorporated by reference to Exhibit 2.1 to Gibraltar's Current
               Report on Form 8-K dated April 28, 1993 (File No. 00-19800)).

        10.10  Registration Rights Agreement, dated April 28, 1993, by and among
               Gibraltar Packaging Group, Inc. and the former stockholders of
               Niemand Holdings, Inc. listed on Schedule I thereto (incorporated
               by reference to Exhibit 28.1 to Gibraltar's Current Report on
               Form 8-K dated April 28, 1993 (File No. 00-19800)).

        10.11  Stock Sale Agreement, dated November 8, 1993, between Gibraltar
               Packaging Group, Inc. and Golden Belt Manufacturing Company
               (incorporated by reference to Exhibit 10.35 to Gibraltar's Annual
               Report on Form 10-K for the year ended July 2, 1994 (File No. 00-
               19800)).

        10.12  Agreement and Plan of Merger, dated as of March 17, 1995, as
               extended by letter agreement dated June 15, 1995 and as
               terminated by letter agreement dated August 3, 1995, among
               Caraustar Industries, Inc., GibPac Acquisition Company and
               Gibraltar Packaging Group, Inc. (incorporated by reference to
               Exhibit 10.37 to Gibraltar's Annual Report on Form 10-K for the
               year ended July 1, 1995 (File No. 00-19800)).

                                     -18-
<PAGE>

  ** 10.16     Letter Agreement, dated December 18, 1997 between Gibraltar
               Packaging Group, Inc. and Richard D. Hinrichs regarding
               employment (incorporated by reference to Exhibit 10.16 to
               Gibraltar's Annual Report on Form 10-K for the year ended June
               27, 1998 (File No. 00-19800)).

     10.17     Secured Credit Agreement, dated July 31, 1998, among Gibraltar
               Packaging Group, Inc., various financial institutions and First
               Source Financial LLP, Individually and as Agent ("The Credit
               Agreement") (incorporated by reference to Exhibit 10.17 to
               Gibraltar's Annual Report on Form 10-K for the year ended June
               27, 1998 (File No. 00-19800)).

     10.18     Term Note, dated July 31, 1998, in favor of First Source
               Financial LLP, executed by Gibraltar Packaging Group, Inc. In the
               principal amount of $25,000,000 (incorporated by reference to
               Exhibit 10.18 to Gibraltar's Annual Report on Form 10-K for the
               year ended June 27, 1998 (File No. 00-19800)).

     10.19     Revolving Note, dated July 31, 1998, in favor of First Source
               Financial LLP, executed by Gibraltar Packaging Group, Inc. In the
               principal amount of $15,000,000 (incorporated by reference to
               Exhibit 10.19 to Gibraltar's Annual Report on Form 10-K for the
               year ended June 27, 1998 (File No. 00-19800)).

     10.20     Security Agreement executed by GB Labels, Inc., dated July 31,
               1998, in favor of First Source Financial LLP (incorporated by
               reference to Exhibit 10.20 to Gibraltar's Annual Report on Form
               10-K for the year ended June 27, 1998 (File No. 00-19800)).

     10.21     Security Agreement executed by RidgePak Corporation, dated July
               31, 1998, in favor of First Source Financial LLP (incorporated by
               reference to Exhibit 10.21 to Gibraltar's Annual Report on Form
               10-K for the year ended June 27, 1998 (File No. 00-19800)).

     10.22     Security Agreement executed by Standard Packaging and Printing
               Corp., dated July 31, 1998, in favor of First Source Financial
               LLP (incorporated by reference to Exhibit 10.22 to Gibraltar's
               Annual Report on Form 10-K for the year ended June 27, 1998 (File
               No. 00-19800)).

     10.23     Security Agreement executed by Niemand Holdings, Inc., dated July
               31, 1998, in favor of First Source Financial LLP (incorporated by
               reference to Exhibit 10.23 to Gibraltar's Annual Report on Form
               10-K for the year ended June 27, 1998 (File No. 00-19800)).

     10.24     Security Agreement executed by Niemand Industries, Inc., dated
               July 31, 1998, in favor of First Source Financial LLP
               (incorporated by reference to Exhibit 10.24 to Gibraltar's Annual
               Report on Form 10-K for the year ended June 27, 1998 (File No.
               00-19800)).

     10.25     Pledge Agreement executed by Niemand Holdings, Inc., dated July
               31, 1998, in favor of First Source Financial LLP (incorporated by
               reference to Exhibit 10.25 to Gibraltar's Annual Report on Form
               10-K for the year ended June 27, 1998 (File No. 00-19800)).

                                     -19-
<PAGE>

     10.26     Deed of Trust Security Agreement, executed by Gibraltar Packaging
               Group, Inc., dated July 31, 1998, in favor of First Source
               Financial LLP (incorporated by reference to Exhibit 10.26 to
               Gibraltar's Annual Report on Form 10-K for the year ended June
               27, 1998 (File No. 00-19800)).

     10.27     Deed of Trust Security Agreement, executed by Standard Packaging
               and Printing Corp., dated July 31, 1998, in favor of First Source
               Financial LLP (incorporated by reference to Exhibit 10.27 to
               Gibraltar's Annual Report on Form 10-K for the year ended June
               27, 1998 (File No. 00-19800)).

     10.28     Security Agreement executed by Gibraltar Packaging Group, Inc.,
               dated July 31, 1998, in favor of First Source Financial LLP
               (incorporated by reference to Exhibit 10.28 to Gibraltar's Annual
               Report on Form 10-K for the year ended June 27, 1998 (File No.
               00-19800)).

     10.29     Pledge Agreement executed by Gibraltar Packaging Group, Inc.,
               dated July 31, 1998, in favor of First Source Financial LLP
               (incorporated by reference to Exhibit 10.29 to Gibraltar's Annual
               Report on Form 10-K for the year ended June 27, 1998 (File No.
               00-19800)).

     10.30     Guaranty, dated July 31, 1998 among Gibraltar Packaging Group,
               Inc., RidgePak Corporation, Standard Packaging and Printing
               Corp., Niemand Holdings, Inc., Niemand Industries Inc., GB
               Labels, Inc. And First Source Financial LLP (incorporated by
               reference to Exhibit 10.30 to Gibraltar's Annual Report on Form
               10-K for the year ended June 27, 1998 (File No. 00-19800)).

     10.31     Mortgage Security Agreement executed by RidgePak Corporation,
               dated July 31, 1998 in favor of First Source Financial LLP
               (incorporated by reference to Exhibit 10.31 to Gibraltar's Annual
               Report on Form 10-K for the year ended June 27, 1998 (File No.
               00-19800)).

     10.32     Mortgage Security Agreement executed by Niemand Industries, Inc.,
               dated July 31, 1998 in favor of First Source Financial LLP
               (incorporated by reference to Exhibit 10.32 to Gibraltar's Annual
               Report on Form 10-K for the year ended June 27, 1998 (File No.
               00-19800)).

   **10.33     Gibraltar Packaging Group, Inc.1998 Stock Appreciation Rights
               Plan, dated November 30, 1998 (incorporated by reference to
               Exhibit 10.33 to Gibraltar's Quarterly Report on Form 10-Q for
               the period ended December 31, 1998 (File No. 00-19800)).

   **10.34     Employment Agreement, dated January 15, 1999, between Gibraltar
               Packaging Group, Inc. and John W. Lloyd (incorporated by
               reference to Exhibit 10.34 to Gibraltar's Quarterly Report on
               Form 10-Q for the period ended December 31, 1998 (File No. 00-
               19800)).

   **10.35     Employment Agreement, dated January 15, 1999, between Gibraltar
               Packaging Group, Inc. and Richard D. Hinrichs (incorporated by
               reference to Exhibit 10.35 to Gibraltar's Quarterly Report on
               Form 10-Q for the period ended December 31, 1998 (File No. 00-
               19800)).

                                     -20-
<PAGE>

   **10.36     Stock Appreciation Rights Agreement, dated January 15, 1999,
               between Gibraltar Packaging Group, Inc. and John W. Lloyd
               (incorporated by reference to Exhibit 10.36 to Gibraltar's
               Quarterly Report on Form 10-Q for the period ended December 31,
               1998 (File No. 00-19800)).

   **10.37     Stock Appreciation Rights Agreement, dated January 15, 1999,
               between Gibraltar Packaging Group, Inc. and Richard D. Hinrichs
               (incorporated by reference to Exhibit 10.37 to Gibraltar's
               Quarterly Report on Form 10-Q for the period ended December 31,
               1998 (File No. 00-19800)).

     10.38     First Amendment to Secured Credit Agreement, dated September 1,
               1998, among Gibraltar Packaging Group, Inc., various financial
               institutions and First Source Financial LLP, Individually and as
               agent (incorporated by reference to Exhibit 10.38 to Gibraltar's
               Quarterly Report on Form 10-Q for the period ended December 31,
               1998 (File No. 00-19800)).

     10.39     Second Amendment to Secured Credit Agreement, dated November 15,
               1998, among Gibraltar Packaging Group, Inc., various financial
               institutions and First Source Financial LLP, Individually and as
               agent (incorporated by reference to Exhibit 10.39 to Gibraltar's
               Quarterly Report on Form 10-Q for the period ended December 31,
               1998 (File No. 00-19800)).

     10.40     Third Amendment to Secured Credit Agreement, dated February 11,
               1999, among Gibraltar Packaging Group, Inc., various financial
               institutions and First Source Financial LLP, Individually and as
               agent (incorporated by reference to Exhibit 10.40 to Gibraltar's
               Quarterly Report on Form 10-Q for the period ended December 31,
               1998 (File No. 00-19800)).

     10.41     Fourth Amendment to Secured Credit Agreement, dated May 15, 1999,
               among Gibraltar Packaging Group, Inc., various financial
               institutions and First Source Financial LLP, Individually and as
               agent (incorporated by reference to Exhibit 10.41 to Gibraltar's
               Quarterly Report on Form 10-Q for the period ended March 31, 1999
               (File No. 00-19800)).

     10.42     Asset Purchase Agreement, dated February 25, 1999, between
               Robinson JDM Ltd. (Buyer) and Niemand Industries, Inc. (Seller)
               (incorporated by reference to Exhibit 10.42 to Gibraltar's Annual
               Report on Form 10-K for the year ended July 3, 1999 (File No. 00-
               19800)).

     10.43     Escrow Agreement, dated March 29, 1999, among Robinson JDM Ltd.
               (Buyer), Niemand Industries, Inc. (Seller) and Chicago Title
               Insurance Company (incorporated by reference to Exhibit 10.43 to
               Gibraltar's Annual Report on Form 10-K for the year ended July 3,
               1999 (File No. 00-19800)).

     10.44     First Amendment to Asset Purchase Agreement, dated April 20,
               1999, between Robinson JDM Ltd. (Buyer) and Niemand Industries,
               Inc. (Seller) (incorporated by reference to Exhibit 10.44 to
               Gibraltar's Annual Report on Form 10-K for the year ended July 3,
               1999 (File No. 00-19800)).

     10.45     Non-Competition and Non-Solicitation Agreement, dated May 28,
               1999, among Robinson JDM Ltd., Gibraltar Packaging Group, Inc.
               and Niemand Industries, Inc. (incorporated by reference to
               Exhibit 10.45 to Gibraltar's Annual Report on Form 10-K for the
               year ended July 3, 1999 (File No. 00-19800)).

                                     -21-
<PAGE>

     10.46     Asset Purchase Agreement, dated September 1, 1999, between JIT
               Manufacturing, Inc. (Buyer) and GB Labels, Inc. (Seller)
               (incorporated by reference to Exhibit 10.46 to Gibraltar's Annual
               Report on Form 10-K for the year ended July 3, 1999 (File No. 00-
               19800)).

     10.47     Non-Competition Agreement, dated September 1, 1999, between JIT
               Manufacturing, Inc. and Gibraltar Packaging Group, Inc.
               (incorporated by reference to Exhibit 10.47 to Gibraltar's Annual
               Report on Form 10-K for the year ended July 3, 1999 (File No. 00-
               19800)).

     10.48     Guaranty Agreement, dated September 1, 1999, between JIT
               Manufacturing, Inc. and Gibraltar Packaging Group, Inc.
               (incorporated by reference to Exhibit 10.48 to Gibraltar's Annual
               Report on Form 10-K for the year ended July 3, 1999 (File No. 00-
               19800)).

     10.49     Fifth Amendment to Secured Credit Agreement, dated September 29,
               1999, among Gibraltar Packaging Group, Inc., various financial
               institutions and First Source Financial LLP, Individually and as
               agent (incorporated by reference to Exhibit 10.49 to Gibraltar's
               Annual Report on Form 10-K for the year ended July 3, 1999 (File
               No. 00-19800)).

     10.50     Sixth Amendment to Secured Credit Agreement, dated October 26,
               1999, among Gibraltar Packaging Group, Inc., various financial
               institutions and First Source Financial LLP, individually and as
               agent (incorporated by reference to Exhibit 10.50 to Gibraltar's
               Quarterly Report on Form 10-Q for the period ended September 30,
               1999 (File No. 00-19800)).

     10.51     Seventh Amendment to Secured Credit Agreement, dated November 19,
               1999, among Gibraltar Packaging Group, Inc., various financial
               institutions and First Source Financial LLP, individually and as
               agent (incorporated by reference to Exhibit 10.51 to Gibraltar's
               Quarterly Report on Form 10-Q for the period ended December 31,
               1999 (File No. 00-19800)).

   **10.52     Further Agreement Concerning Employment, dated January 23, 2000,
               between Gibraltar Packaging Group, Inc. and John W. Lloyd
               (incorporated by reference to Exhibit 10.52 to Gibraltar's
               Quarterly Report on Form 10-Q for the period ended December 31,
               1999 (File No. 00-19800)).

     10.53     Asset Purchase Agreement, dated November 3, 1999, among TEKPAK,
               Inc., Niemand Industries, Inc. and Gibraltar Packaging Group,
               Inc. (incorporated by reference to Exhibit 10.53 to Gibraltar's
               Quarterly Report on Form 10-Q for the period ended December 31,
               1999 (File No. 00-19800)).

   **10.54     Memorandum of Understanding, dated July 3, 2000, between
               Gibraltar Packaging Group, Inc. and John W. Lloyd (incorporated
               by reference to Exhibit 10.54 to Gibraltar's Annual Report on
               Form 10-K for the period ended July 1, 2000 (File No. 00-19800)).

   **10.55     Letter of Resignation, dated September 1, 2000, between Gibraltar
               Packaging Group, Inc. and John W. Lloyd (incorporated by
               reference to Exhibit 10.55 to Gibraltar's Annual Report on Form
               10-K for the period ended July 1, 2000 (File No. 00-19800)).

                                     -22-
<PAGE>

     10.56     Eighth Amendment to Secured Credit Agreement, dated September 30,
               2000, among Gibraltar Packaging Group, Inc., various financial
               institutions and First Source Financial LLP, Individually and as
               agent (incorporated by reference to Exhibit 10.56 to Gibraltar's
               Quarterly Report on Form 10-Q for the period ended December 31,
               2000 (File No. 00-19800)).

   * 10.57     Amendment to Asset Purchase Agreement, dated April 6, 2001, among
               TEKPAK, Inc., Niemand Industries, Inc. and Gibraltar Packaging
               Group, Inc.

     21.1      Subsidiaries of Gibraltar Packaging Group, Inc. (incorporated by
               reference to Exhibit 21.1 to Gibraltar's Annual Report on Form
               10-K for the year ended July 3, 1999 (File No. 00-19800)).

   * 23.1      Consent of Deloitte & Touche LLP.

________________
*Filed herewith.

**Indicates management contract or compensatory plan.

        (b)     Reports on Form 8-K.

                None

                                     -23-
<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.

                        GIBRALTAR PACKAGING GROUP, INC.

By:   /s/ Lyle O. Halstead                  /s/ Brett E. Moller
      -------------------------------       ------------------------------
      Lyle O. Halstead                      Brett E. Moller
      V. P. Finance - Operations            V. P. Finance - Corporate
      (Principal Accounting Officer)        (Principal Financial Officer)

Date: September 21, 2001                    September 21, 2001

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


     /s/ Walter E. Rose                     /s/ Richard D. Hinrichs
     ------------------                     ---------------------------------
     Walter E. Rose                         Richard D. Hinrichs
     Chief Executive Officer and            Chief Operating Officer and Director
     Chairman of the Board                  September 21, 2001
     (Principal Executive Officer)
     September 21, 2001


     /s/ David G. Chandler                  /s/ Robert G. Shaw
     ---------------------                  ----------------------------
     David G. Chandler                      Robert G. Shaw
     Director                               Director
     September 21, 2001                     September 21, 2001


     /s/ John D. Strautnieks                /s/ John W. Lloyd
     ------------------------               -------------------------
     John D. Strautnieks                    John W. Lloyd
     Director                               Director
     September 21, 2001                     September 21, 2001

                                     -24-
<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors
Gibraltar Packaging Group, Inc.
Hastings, Nebraska

We have audited the accompanying consolidated balance sheets of Gibraltar
Packaging Group, Inc. and its subsidiaries as of June 30, 2001 and July 1, 2000,
and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period ended June 30, 2001.  These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Gibraltar Packaging Group, Inc. and
subsidiaries at June 30, 2001 and July 1, 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
June 30, 2001 in conformity with accounting principles generally accepted in the
United States of America.


/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Omaha, Nebraska
August 8, 2001

                                      F-1
<PAGE>

               GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                       (In thousands except share data)

<TABLE>
<CAPTION>
                                                                          June 30,    July 1,
                                                                            2001       2000
<S>                                                                       <C>         <C>
ASSETS

CURRENT ASSETS:
  Cash                                                                    $    144   $    160
  Accounts receivable  (Net of allowance for doubtful accounts of $508
   and $185, respectively)                                                   6,285      6,442
  Inventories                                                                6,693      6,810
  Deferred income taxes                                                        725        582
  Prepaid and other current assets                                             766        578
                                                                          --------   --------
   Total current assets                                                     14,613     14,572
PROPERTY, PLANT AND EQUIPMENT - Net                                         16,590     18,031
GOODWILL  (Net of accumulated amortization of $2,090 and
  $1,955, respectively)                                                      4,247      4,382
DEFERRED INCOME TAXES                                                          105          -
OTHER ASSETS  (Net of accumulated amortization of $487 and
  $306, respectively)                                                          819        669
                                                                          --------   --------
TOTAL                                                                     $ 36,374   $ 37,654
                                                                          ========   ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Checks not yet presented                                                $  1,115   $    797
  Current portion of long-term debt                                          2,769      2,751
  Accounts payable                                                           4,925      5,208
  Accrued expenses                                                           3,401      3,483
                                                                          --------   --------
   Total current liabilities                                                12,210     12,239
LONG-TERM DEBT - Net of current portion                                     18,578     22,498
DEFERRED INCOME TAXES                                                            -        894
OTHER LONG-TERM LIABILITIES                                                    431        507
                                                                          --------   --------
   Total liabilities                                                        31,219     36,138
                                                                          --------   --------

COMMITMENTS AND CONTINGENCIES (Notes 8 and 9)

STOCKHOLDERS' EQUITY:
  Preferred stock, $.01 par value; 1,000,000
   shares authorized; none issued                                                -          -
  Common stock, $.01 par value; 10,000,000 shares
   authorized; 5,041,544 issued and outstanding                                 50         50
  Additional paid-in capital                                                28,162     28,162
 Accumulated deficit                                                       (23,057)   (26,696)
                                                                          --------   --------
   Total stockholders' equity                                                5,155      1,516
                                                                          --------   --------
TOTAL                                                                     $ 36,374   $ 37,654
                                                                          ========   ========
</TABLE>

See notes to consolidated financial statements.

                                      F-2
<PAGE>

               GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
           YEARS ENDED JUNE 30, 2001, JULY 1, 2000, AND JULY 3, 1999
                       (In thousands except share data)

<TABLE>
<CAPTION>
                                                   2001         2000        1999
<S>                                            <C>          <C>         <C>
NET SALES                                      $   64,084   $   67,543  $   76,514

COST OF GOODS SOLD                                 50,908       54,998      65,711
                                               ----------   ----------  ----------
GROSS PROFIT                                       13,176       12,545      10,803
                                               ----------   ----------  ----------
OPERATING EXPENSES:

 Selling, general, and administrative               7,826        7,701       9,009

 Amortization of goodwill                             135          161         345

 Restructuring charges                                  -            -         235

 Impairment of long-lived assets                        -            -      12,213
                                               ----------   ----------  ----------

  Total operating expenses                          7,961        7,862      21,802
                                               ----------   ----------  ----------

INCOME (LOSS) FROM OPERATIONS                       5,215        4,683     (10,999)
                                               ----------   ----------  ----------
OTHER (INCOME) EXPENSE:

 Interest expense                                   2,499        3,043       3,336

 Other (income) expense - net                           -           87         (12)
                                               ----------   ----------  ----------

  Other expense - net                               2,499        3,130       3,324
                                               ----------   ----------  ----------

INCOME (LOSS) BEFORE INCOME TAXES                   2,716        1,553     (14,323)
PROVISION (BENEFIT) FOR INCOME TAXES                 (923)         483        (751)
                                               ----------   ----------  ----------

NET INCOME (LOSS)                              $    3,639   $    1,070  $  (13,572)
                                               ==========   ==========  ==========

BASIC AND DILUTED PER COMMON SHARE AMOUNTS:
 Net Income (Loss)                                  $0.72        $0.21      $(2.69)
                                               ==========   ==========  ==========

WEIGHTED AVERAGE SHARES OUTSTANDING             5,041,544    5,041,544   5,041,544
                                               ==========   ==========  ==========
 (basic and diluted)
</TABLE>

See notes to consolidated financial statements.

                                      F-3
<PAGE>

               GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
           YEARS ENDED JUNE 30, 2001, JULY 1, 2000, AND JULY 3, 1999
                       (In thousands except share data)

<TABLE>
<CAPTION>
                            Common Stock     Additional
                          -----------------
                          Number of           Paid-in    Accumulated
                           Shares    Amount   Capital      Deficit       Total
<S>                       <C>        <C>     <C>         <C>           <C>

BALANCE, June 27, 1998    5,041,544     $50     $28,162     $(14,194)  $ 14,018

Net loss                          -       -           -      (13,572)   (13,572)
                          ---------  ------  ----------     --------   --------

BALANCE, July 3, 1999     5,041,544      50      28,162      (27,766)       446

Net income                        -       -           -        1,070      1,070
                          ---------  ------  ----------     --------   --------

BALANCE, July 1, 2000     5,041,544      50      28,162      (26,696)     1,516

Net income                        -       -           -        3,639      3,639
                          ---------  ------  ----------     --------   --------

BALANCE, June 30, 2001    5,041,544     $50     $28,162     $(23,057)  $  5,155
                          =========  ======  ==========     ========   ========
</TABLE>

See notes to consolidated financial statements.

                                      F-4
<PAGE>

               GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
           YEARS ENDED JUNE 30, 2001, JULY 1, 2000, AND JULY 3, 1999
                                (In thousands)

<TABLE>
<CAPTION>
                                                                           2001            2000           1999

<S>                                                                    <C>             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                       $ 3,639        $ 1,070        $(13,572)
  Adjustments to reconcile net income (loss) to
  net cash flows from operating activities:
     Impairment write-down of long-lived assets                                 -              -          12,213
     Depreciation and amortization                                          2,212          2,359           3,062
     Gain on sale of property, plant and equipment                            (55)           (13)            (12)
     Deferred income taxes                                                 (1,142)           450            (905)
     Changes in operating assets and liabilities:
       Accounts receivable - net                                              157            101             422
       Inventories                                                            117             69           1,927
       Prepaid expenses and other assets                                     (519)          (289)              7
       Accounts payable                                                        35           (815)         (2,951)
       Accrued expenses and other liabilities                                (158)           (11)            319
                                                                          -------        -------        --------

  Net Cash Flows from Operating Activities                                  4,286          2,921             510
                                                                          -------        -------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of property, plant and equipment                         403             38              16
  Proceeds from sale of Niemand and GB Labels                                   -          2,907             677
  Purchases of property, plant and equipment                                 (803)          (331)         (1,245)
                                                                          -------        -------        --------

  Net Cash Flows from Investing Activities                                   (400)         2,614            (552)
                                                                          -------        -------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings (payments) under revolving credit facility                  (798)          (777)          2,998
  Net principal repayments of long-term debt                               (3,081)        (4,764)        (32,943)
  Net repayments under capital leases                                         (23)           (32)            (39)
  Proceeds from issuance of long-term debt                                      -              -          30,830
  Refinancing costs                                                             -              -            (720)
                                                                          -------        -------        --------

  Net Cash Flows from Financing Activities                                 (3,902)        (5,573)            126
                                                                          -------        -------        --------

NET INCREASE (DECREASE) IN CASH                                               (16)           (38)             84

CASH AT BEGINNING OF YEAR                                                     160            198             114
                                                                          -------        -------        --------

CASH AT END OF YEAR                                                       $   144        $   160        $    198
                                                                          =======        =======        ========

SUPPLEMENTAL DISCLOSURE:
  Income taxes paid                                                       $   191        $     8        $    247
                                                                          =======        =======        ========
  Interest paid                                                           $ 2,365        $ 2,969        $  3,116
                                                                          =======        =======        ========

SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
  Capital lease obligations                                               $     -        $     -        $     82
                                                                          =======        =======        ========
</TABLE>

See notes to consolidated financial statements.

                                      F-5
<PAGE>

               GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        THREE YEARS ENDED JUNE 30, 2001, JULY 1 2000, AND JULY 3, 1999


1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation - The accompanying consolidated financial statements
include the accounts of Gibraltar Packaging Group, Inc. (the "Company") and its
wholly owned subsidiaries; RidgePak Corporation (dba "Flashfold Carton") and
Standard Packaging & Printing Corporation ("Standard Packaging"). The activity
of Niemand Industries, Inc. ("Niemand") and GB Labels, Inc. ("GB Labels") have
been included in the consolidated financial statements through the date of
disposition. All significant intercompany accounts and transactions have been
eliminated.

Description of Business - The Company designs and manufactures high quality
specialty packaging products in facilities located in Nebraska, Indiana, and
North Carolina, and markets these products primarily to customers throughout the
United States. The Company's products include folding cartons, specialty
laminated containers, and flexible packaging for a wide range of businesses.
Based on the nature of the product, the production processes, types of
customers, and methods used to distribute products, the Company operates in one
reportable segment.

Fiscal Year - The Company ends its fiscal year on the Saturday closest to June
30.

Cash and Cash Equivalents - The Company considers all highly liquid financial
instruments purchased with a maturity of three months or less to be cash
equivalents. The Company utilizes a cash management system that includes zero
balance accounts. Negative cash balances for such accounts, resulting from
outstanding checks, are reclassified to checks not yet presented in the
consolidated financial statements.

Accounts Receivable - The changes in the allowance for doubtful accounts
receivable consist of the following (in thousands):

                                                        Years Ended
                                               ------------------------------
                                               June 30,    July 1,    July 3,
                                                 2001       2000       1999

  Allowance, Beginning of Year                  $ 185     $ 194      $ 162

  Provision for Uncollectible Accounts            342        28        122

  Write-off of Uncollectible Accounts             (19)      (37)       (90)
                                                -----     -----      -----

  Allowance, End of Year                        $ 508     $ 185      $ 194
                                                =====     =====      =====

Inventories - Inventories are stated at the lower of cost (first-in, first-out
method) or market.

Property, Plant and Equipment - Depreciation is provided using the straight-line
method over the following estimated useful lives:

  Buildings                                               30 years
  Machinery and equipment                               2-20 years
  Vehicles                                               3-8 years
  Furniture and fixtures                                3-10 years

                                      F-6
<PAGE>

Goodwill - The excess of the purchase price over the net assets acquired is
being amortized over a forty-year period on a straight-line basis. The carrying
value of goodwill is evaluated in relation to the operating performance and
future undiscounted net cash flows of the related acquired businesses.

Impairment of Long-Lived Assets - Recoverability of long-lived assets not held
for sale are evaluated by measuring the carrying amount of the assets against
the estimated undiscounted future cash flows associated with them. The
evaluation of the recoverability of long-lived assets that are held for sale are
based on comparing the assets' carrying amount with its fair value less cost to
sell. Based on these evaluations, there were no adjustments to the carrying
value of long-lived assets in fiscal years 2001 and 2000.

In conjunction with the sale of GB Labels in August 1999, the Company recorded a
pre-tax non-cash charge of $82,000 in the fourth quarter of fiscal 1999 to
write-down the carrying amount of GB Labels' fixed assets sold to fair value
less cost to sell. Additionally, the Company recorded a pre-tax non-cash charge
of $0.3 million to write-down the carrying amount of the retained real property
of GB Labels to estimated fair value.

At the end of the third quarter of fiscal 1999, the Company recorded a charge of
$11.8 million to write-down the carrying amount of goodwill and fixed assets of
Flashfold Carton to estimated fair value. Estimated fair value was determined by
discounting future cash flows.

The Flashfold Carton facility had been experiencing declining sales and
profitability for the three years prior to fiscal 2000. In the first quarter of
fiscal 1999, the facility was put under the operating control of the Gibraltar
Packaging Group, Inc. (dba "Great Plains Packaging", or "Great Plains")
management team in an attempt to improve operating results. Management's
projections of future operating cash flows during the first two quarters of
fiscal 1999 continued to reflect planned operating improvements. During the
third quarter of fiscal 1999, it was determined that the planned operating
improvements could not be realized in the time period or to the degree
estimated. The impairment loss resulted in a complete write-off of goodwill and
a reduction in the carrying value of fixed assets at Flashfold Carton.

Disposal of Assets - In connection with a modification of the Company's
strategic plan, the Company has divested itself of the operating assets of two
of its subsidiaries, GB Labels and Niemand.

In the fourth quarter of fiscal 1999, the sale of the container business of
Niemand was finalized. The remainder of the operating assets were sold effective
February 1, 2000. No gain or loss was recorded on the sales in either fiscal
2000 or fiscal 1999.

The sale of the operating assets of GB Labels was effective August 30, 1999. No
gain or loss was recorded on the sale in fiscal 2000.

Individually and in total the assets disposed of were not material to the
Company's financial statements. Accordingly, pro forma financial statements are
not presented.

Other Assets - Costs associated with obtaining financing arrangements are
included in other assets. In July 1998, the Company capitalized approximately
$0.8 million, representing the cost of refinancing its debt under a new credit
facility as described in Note 4.

Revenue Recognition - Sales and related cost of sales are recognized upon the
earlier of shipment of products or acceptance by the customer.

Shipping and Handling Costs - Shipping and handling costs are included in cost
of goods sold in the consolidated statements of operations.

                                      F-7
<PAGE>

Earnings per share - Basic earnings per share data are based on the weighted
average outstanding common shares during the period. Diluted earnings per share
data are based on the weighted average outstanding common shares and the effect
of all dilutive potential common shares, including stock options.

New Accounting Pronouncements - During the first quarter of fiscal 2001, the
Company adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities. The adoption of this statement did not have a material impact on the
Company's financial position or results of operations.

During the first quarter of fiscal 2001, the Company also implemented SEC Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition. The implementation of
this SAB did not have a material impact on the Company's financial position or
results of operations.

In June 2001, the Financial Accounting Standards Board ("FASB") approved the
issuance of SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and
Other Intangible Assets. These standards establish accounting and reporting for
business combinations, goodwill and other intangibles. SFAS No. 141 requires all
business combinations entered into subsequent to June 30, 2001 to be accounted
for using the purchase method of accounting. SFAS No. 142 provides that goodwill
and other intangible assets with indefinite lives will not be amortized, but
will be tested for impairment on an annual basis. SFAS No. 142 is effective for
the Company beginning July 1, 2002. The Company has not quantified the impact
resulting from the adoption of these standards including the impact, if any, of
completion of the annual impairment test. However, the historical impact of not
amortizing goodwill would have been to increase net income for the years ended
June 30, 2001, July 1, 2000, and July 3, 1999 by $135,000, $161,000, and
$345,000, respectively.

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

Reclassification - Certain amounts in the fiscal 2000 financial statements have
been reclassified to conform with the fiscal 2001 presentation.

2.  INVENTORIES

Inventories consisted of the following (in thousands):

                                                   June 30,  July 1,
                                                      2001     2000

    Finished goods                                  $4,846   $4,995
    Work in process                                    797      676
    Raw materials                                      764      848
    Manufacturing supplies                             286      291
                                                    ------   ------
                                                    $6,693   $6,810
                                                    ======   ======

                                      F-8
<PAGE>

3.  PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment (at cost) consisted of the following (in
thousands):

                                                           June 30,    July 1,
                                                              2001       2000

    Land                                                   $   632    $   707
    Buildings                                               11,852     12,066
    Machinery, equipment
     and vehicles                                           20,711     20,264
    Furniture and fixtures                                   1,516      1,473
    Construction-in-progress                                    19         90
                                                           -------    -------
                                                            34,730     34,600
    Less accumulated depreciation                           18,140     16,569
                                                           -------    -------
                                                           $16,590    $18,031
                                                           =======    =======

4.  FINANCING AGREEMENTS

Long-term debt consisted of (columnar amounts in thousands):

                                                           June 30,      July 1,
                                                              2001         2000
First Source term loan                                     $14,734      $17,815

Revolving credit facility                                    6,575        7,373

Capital lease obligations                                       38           61
                                                           -------      -------
Total                                                       21,347       25,249
Less current portion                                         2,769        2,751
                                                           -------      -------
Long-term debt                                             $18,578      $22,498
                                                           =======      =======

The Company's credit facility with First Source Financial LLP ("First Source"),
as amended, provides for a five-year $25 million term loan and a five-year $12
million working capital revolving line of credit ("Revolver"). The loan requires
monthly principal payments of $229,167 through April 2003, with the balance of
$9,692,435 due on July 31, 2003. The credit facility is secured by a first
priority perfected security interest in and lien on all assets (real and
personal, tangible and intangible) of the Company excluding its Burlington,
North Carolina property.

The Revolver provides for a revolving line of credit under a borrowing base
commitment subject to certain loan availability requirements. Loan availability
under the Revolver may not exceed the lesser of (1) $12 million or (2) the sum
of (a) up to 85% of the Company's eligible accounts receivable plus (b) up to
60% of the Company's eligible inventory. At no time may the sum of aggregated
loan advances outstanding under the Revolver plus the aggregate amount of
extended letter of credit guarantees exceed loan availability. The Company had
available to it unused borrowing capacity of $1.9 million as of June 30, 2001.

The Revolver currently bears interest at First Source's prime rate plus 1.25% or
the London Interbank Offered Rate ("LIBOR") plus 3.25%. The term loan currently
bears interest at First Source's prime rate plus 1.75% or LIBOR plus 3.75%. The
Company also pays a commitment fee of 0.5% on the unused portion of the
Revolver. The interest rates at June 30, 2001 were a combination of prime and
LIBOR. First Source's prime and LIBOR rates were 6.75% and 3.76%, respectively,
at June 30, 2001.

                                      F-9
<PAGE>

As of June 30, 2001, all outstanding letters of credit were guaranteed by First
Source. The Company pays a letter of credit fee of 2.75% to guarantee
availability under the Revolver. Outstanding letters of credit at June 30, 2001
amounted to $160,000 and relate to workman's compensation insurance policies.

The First Source credit facility contains certain restrictive covenants
including financial covenants related to net worth, minimum interest coverage
ratio, capital expenditures, debt ratio and fixed charge coverage. As of June
30, 2001, the Company was in compliance with all financial covenants. In
addition, the Company's credit facility restricts the ability of the Company to
pay dividends.

Anticipated maturities of long-term debt subsequent to June 30, 2001, pursuant
to the credit facility and future minimum payments under finance leases, are as
follows (in thousands):

                                                                  Amounts
         2002                                                     $ 2,769
         2003                                                       2,310
         2004                                                      16,268
                                                                  -------
         Total                                                    $21,347
                                                                  =======

5.   INCOME TAXES

The provision (benefit) for income taxes consists of the following (in
thousands):

                                              June 30,   July 1,  July 3,
                                                  2001      2000     1999
  Current:
   Federal                                    $     62    $    -  $    71
   State                                           157        33       83
  Deferred                                      (1,142)      450     (905)
                                              --------    ------  -------
                                              $   (923)   $  483  $  (751)
                                              ========    ======  =======

The following represents a reconciliation between the actual income tax expense
and income taxes computed by applying the statutory federal income tax rate to
income (loss) before income taxes:

                                              June 30,   July 1,  July 3,
                                                  2001      2000     1999

  Statutory rate                              $    923    $  528  $(4,870)
  State income tax effect                           95        45     (215)
  Change in valuation
   allowance                                    (1,969)     (127)   1,176
  Disallowed losses with respect
   to impaired asset
    write-down                                       -         -    3,023
  Amortization of goodwill                          46        55      117
  Other - net                                      (18)      (18)      18
                                              --------    ------  -------
  Total                                       $   (923)   $  483  $  (751)
                                              --------    ------  -------

                                     F-10
<PAGE>

Deferred income tax (liabilities) assets result from reporting income and
expenses in different periods for tax and financial reporting purposes. The
deferred tax liabilities and assets are comprised of the following (in
thousands):

                                                         June 30,     July 1,
                                                             2001        2000
Deferred income tax assets:
   Difference in basis of amortizable assets             $    210     $   816
   Non-deductible accrued liabilities                         939         989
   State net operating loss carryforwards                   1,502       1,559
   State tax credits carryforward                             875         875
   Federal net operating loss carryforward                  2,223       3,098
   AMT credit carryforward                                    454         385
   Differences in the basis of inventory
     for tax purposes                                         178         123
   Other - net                                                 12          40
                                                         --------     -------
  Total                                                     6,393       7,885
  Deferred tax asset valuation allowance                   (2,313)     (4,282)
                                                         --------     -------
   Net                                                      4,080       3,603
                                                         --------     -------
  Deferred tax liabilities:
   Difference in basis of property, plant
     and equipment                                         (3,061)     (3,463)
   Other                                                     (189)       (452)
                                                         --------     -------
  Total                                                    (3,250)     (3,915)
                                                         --------     -------
  Net deferred income tax
   asset (liability)                                     $    830     $  (312)
                                                         ========     =======

At June 30, 2001, the Company had the following tax net operating loss
carryforwards for federal income tax purposes (in thousands):

Expiration                                                            Amounts
  2012                                                                $   180
  2013                                                                  3,271
  2019                                                                  3,017
  2020                                                                     71
                                                                      -------
  Total                                                               $ 6,539
                                                                      =======

At June 30, 2001, the Company had a state investment tax credit carryforward of
approximately $0.9 million which expires if unutilized by the year 2006. These
credits are available to offset both Nebraska state income tax and Nebraska
sales tax on qualifying purchases.

                                     F-11
<PAGE>

6.   EMPLOYEE BENEFIT PLANS

The Company maintains a noncontributory defined benefit pension plan (the
"benefit plan") covering substantially all of the RidgePak Corporation hourly
union employees fulfilling participation requirements. Benefits are based on the
employee's years of credited service. The Company's funding policy is to
contribute annually the minimum amount required under ERISA. Plan assets are
held by an independent trustee and consist of U.S. Government securities, time
deposits, common stocks, corporate bonds and collective investment funds.

The change in benefit obligation and plan assets and the reconciliation of
funded status for the years presented included the following components (dollars
in thousands):

                                                            June 30,   July 1,
                                                                2001      2000
  Change in benefit obligations:
   Benefit obligation at beginning of year                     $ 555     $ 529
   Service cost                                                   43        45
   Interest cost                                                  43        39
   Actuarial gain                                                 54       (23)
   Benefits paid                                                 (97)      (35)
                                                               -----     -----
   Benefit obligation at end of year                             598       555
                                                               -----     -----

  Change in plan assets:
   Fair value of plan assets at beginning of year                685       602
   Actual return on plan assets                                   13        64
   Employer contribution                                          65        54
   Benefits paid                                                 (97)      (35)
                                                               -----     -----
   Fair value of plan assets at end of year                      666       685
                                                               -----     -----

  Reconciliation of funded status:
   Plan assets in excess of projected benefit obligation          68       130
   Unrecognized loss                                             115        16
   Contributions made after the measurement date                  40         -
                                                               -----     -----
   Prepaid pension cost recognized on balance sheet            $ 223     $ 146
                                                               =====     =====
  Discount rate used to calculate the above liability           7.25%     8.00%

The net periodic pension cost and assumptions used for the years presented
included the following components (dollars in thousands):

                                                  June 30,   July 1,   July 3,
                                                      2001      2000      1999
  Service cost-benefits
   earned during the period                          $  43     $  45     $  58
  Interest cost on projected
   benefit obligation                                   43        39        32
  Expected return on plan
   assets                                              (58)      (52)      (44)
  Amortization of loss                                   -         -         5
                                                     -----     -----     -----
  Net periodic pension cost                          $  28     $  32     $  51
                                                     =====     =====     =====

  Discount rate used to
   calculate expense                                  8.00%     7.50%     6.50%
  Expected long-term rate of
   return on plan assets                              8.00%     8.00%     8.00%

The Company also sponsors a defined contribution 401(k) plan (the "Gibraltar
Plan"). Employees are eligible to participate in the Gibraltar Plan upon
completion of six months of credited service. Participants fully vest in Company
contributions after five years with partial vesting after one year. An employee
may contribute up to 15% of his or her earnings on a pre-tax basis subject to
IRS limitations. The Company matches 25% of an employee's contribution up to a
maximum of 4% of eligible compensation.

                                     F-12
<PAGE>

The Company's contributions to the Gibraltar Plan for the years ended June 30,
2001, July 1, 2000, and July 3, 1999 were approximately $83,000, $86,000 and
$115,000 respectively.


7.  STOCK OPTION PLANS

The 1992 Incentive Stock Option Plan (the "1992 Plan") provides for grants to
key employees of the Company of options to purchase in the aggregate up to
300,000 shares of the Company's common stock with exercise prices equal to or
greater than the market price at the date of grant. Options granted under the
1992 Plan are exercisable no earlier than six months and no later than ten years
from the grant date.

The Director Stock Option Plan (the "Directors Plan") provides for each
independent director to receive a grant of an option to purchase 3,000 shares of
the Company's common stock at an exercise price equal to the market price at the
date such person is elected to the board.  Options granted under the Directors
Plan are exercisable no earlier than six months and no later than ten years from
the grant date.

Effective November 30, 1998, the Company's 1996 Non-Qualified Stock Option Plan
was terminated.  There were 225,000 shares granted under that plan in fiscal
1997, with vesting based on meeting certain financial criteria.  This
termination was the direct result of the adoption of the 1998 Stock Appreciation
Rights Plan (referenced below).

On November 30, 1998, the Company established the 1998 Stock Appreciation Rights
Plan (the "Plan") to be administered by the Compensation Committee of the
Company's Board of Directors.  The Plan provides for the discretionary granting
of stock appreciation rights ("SAR") to key employees of the Company.  SARs held
by grantees under the Plan entitle the holder to cash payments only.

Effective January 15, 1999, 150,000 SARs valued at $2.25 each and 150,000 SARs
valued at $3.00 each were granted to officers of the Company.  The SARs vest at
20% per year through the maturity date of June 30, 2003.  No compensation
expense has been recorded related to this plan, since the value of the SARs
exceed the current trading price of the stock.

A summary of stock option transactions under the Company's employee option plans
and the Director's stock plan for each of the three years in the period ended
June 30, 2001 is as follows:

                                                      Weighted Average
                                    Shares             Exercise Price
                                    ------             --------------
  Outstanding at June 27, 1998      280,834              $     4.73
     Granted                              -                       -
     Exercised                            -                       -
     Canceled or Lapsed            (228,000)                   4.07
                                   --------              ----------
  Outstanding at July 3, 1999        52,834                    7.59
     Granted                              -                       -
     Exercised                            -                       -
     Canceled or Lapsed              (1,500)                   9.00
                                   --------              ----------
  Outstanding at July 1, 2000        51,334              $     7.55
     Granted                              -                       -
     Exercised                            -                       -
     Canceled or Lapsed                   -                       -
                                   --------              ----------
  Outstanding at June 30, 2001       51,334              $     7.55
                                   ========              ==========

                                     F-13
<PAGE>

<TABLE>
  <S>                                        <C>         <C>
  Shares exercisable at July 3, 1999         52,834      $  7.59
  Shares exercisable at July 1, 2000         51,334      $  7.55
  Shares exercisable at June 30, 2001        51,334      $  7.55
</TABLE>


The following table summarizes information about stock options outstanding at
June 30, 2001:

<TABLE>
<CAPTION>
                                       Weighted
    Range of                        Avg. Remaining      Weighted                      Weighted
    Exercise             Number       Contractual       Average           Number       Average
     Prices           Outstanding        Life       Exercise Price    Exercisable    Exercisable
     ------           -----------        ----       --------------    ------------   -----------
  <S>                 <C>           <C>             <C>               <C>            <C>
  $6.00 - $6.50           22,334       1.0 years    $         6.02          22,334   $      6.02
  $8.00 - $9.00           29,000       2.7 years              8.72          29,000          8.72
                      ----------       ---------    --------------     -----------   -----------
                          51,334       2.0 Years    $         7.55          51,334   $      7.55
</TABLE>

The Company accounts for its stock-based compensation under the provisions of
APB Opinion 25, "Accounting for Stock Issued to Employees," which utilizes the
intrinsic value method. No compensation cost has been recognized related to the
Company's stock option plans. Had compensation cost been determined based on the
fair value of the options at the date of grant consistent with the requirements
of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation," the Company's net income (loss) and earnings per share
would have been changed to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                           June 30,  July 1,  July 3,
                                                             2001     2000     1999
  <S>                                                      <C>      <C>     <C>
  Net income (loss) applicable to common shareholders
                     As reported                            $3,639  $1,070  $(13,572)
                     Pro forma                              $3,639  $1,070  $(13,572)

  Net income (loss) per basic and diluted common share
                     As reported                            $ 0.72  $ 0.21  $  (2.69)
                     Pro forma                              $ 0.72  $ 0.21  $  (2.69)
</TABLE>


At June 30, 2001, the stock option exercise prices for the two existing plans
exceeded the market value of the Company's common stock and therefore the
options are excluded from the Company's earnings per share calculation.


8.  LEASES

Operating Leases (as lessee) - The Company leases office and manufacturing
space, manufacturing equipment, computer equipment, vehicles and warehouse space
under non-cancelable operating leases.  Rent expense for the fiscal years ended
June 30, 2001, July 1, 2000, and July 3, 1999 under such lease agreements was
approximately $1,406,000, $1,346,000 and $1,584,000, respectively. As of June
30, 2001, approximate minimum future lease commitments were as follows (in
thousands):

                                     Amounts
                    2002              $1,327
                    2003               1,123
                    2004                 943
                    2005                 597
                    2006                  98
              Thereafter                   8
                                     -------
                   Total             $ 4,096
                                     =======

                                     F-14
<PAGE>

Operating Leases (as lessor) - The Company leases the Niemand facility to the
company that acquired the operating assets of Niemand's container packaging and
filling business.  The noncancelable lease term is for five years and contains a
five-year renewal option.  The lessee also has the option to purchase the
facility during this period for $1.1 million.  The carrying value of the
facility at June 30, 2001 is $1.9 million.  As of June 30, 2001, approximate
future minimum lease payments were as follows (in thousands):

                                       Amounts
                    2002                 $ 160
                    2003                   160
                    2004                   160
                    2005                    93
                                         -----
                   Total                 $ 573
                                         =====


9.  COMMITMENTS AND CONTINGENCIES

Legal Proceedings - From time to time, the Company is a party to certain
lawsuits and administrative proceedings that arise in the conduct of its
business.  While the outcome of these lawsuits and proceedings cannot be
predicted with certainty, management believes that, if adversely determined, the
lawsuits and proceedings, either singularly or in the aggregate, would not have
a material adverse effect on the financial condition, results of operations, or
net cash flows of the Company.

Environmental Matters - In May 1995, the Company discovered groundwater
contamination at its Burlington, North Carolina facility.  Based on work
performed by its environmental consultants, the Company established a reserve of
$750,000 for such remediation costs in fiscal 1995.  The Company's accrual for
such remediation costs included in other long-term liabilities on the
Consolidated Balance Sheet approximates $431,000 and $432,000 as of June 30,
2001 and July 1, 2000, respectively.  Incurred expenses as of June 30, 2001
related to remediation totaled $319,000.  In June of 1998, the Company completed
a follow-up assessment of the facility which was then filed with the Division of
Water Quality ("DWQ").  The Company is awaiting a reply from the DWQ. Management
believes that the ultimate resolution of this and other environmental matters
will not materially affect the financial position or results of future
operations and cash flows of the Company.


10. RELATED PARTY TRANSACTIONS

Certain officers of the Company hold an equity interest in Rostra Technologies,
Inc. ("Rostra"), a related party.  During fiscal 1999, the Company paid
$158,000, to Rostra in management fees for services provided by the Company's
CFO.  Effective January 1999, the Company ceased paying management fees to
Rostra for the Company's CFO.  At June 30, 2001 and July 1, 2000, the Company
had no outstanding amounts owed to Rostra for unpaid fees.


11. SEVERANCE, OFFICE MOVING AND RESTRUCTURING CHARGES

In recent years, the Company has restructured its corporate headquarters and
certain aspects of its business in an effort to reduce its cost structure and
remain competitive in its markets. Restructuring charges primarily involve the
separation of employees, moving costs and similar actions.  Costs for
restructuring activities are limited to incremental costs that directly result
from the restructuring activities and provide no future benefit to the Company.

In fiscal 1996, the Company recorded a pre-tax charge of $1,038,000 for
severance of nine members of senior management ($937,000) and other costs with
no future benefits resulting from the move of the corporate office ($101,000)
from Charlotte, North Carolina to Westport,

                                     F-15
<PAGE>

Connecticut. The move was completed by June 29, 1996.

In the second quarter of fiscal 1998, the Company approved a plan to reduce
costs through a series of organizational and facility consolidations.  A
restructuring charge of $170,000 was recorded relating to severance costs for
divisional personnel.  Other costs of approximately $500,000 relating to the
reorganization are included in general and administrative expenses and consist
of severance and relocation costs.

In the second quarter of fiscal 1999, the Company approved a plan to further
reduce costs by closing the Company's corporate office and moving the Company's
corporate functions to its Hastings, Nebraska facility. The move was completed
on November 2, 1998.  A restructuring charge of $235,000 was recorded consisting
of severance costs for two corporate personnel ($74,000), the write-off of
leasehold improvements ($61,000) and moving costs ($100,000) associated with
relocating the corporate functions to its Hastings, Nebraska facility.

At June 30, 2001, July 1, 2000, and July 3, 1999, accrued liabilities and other
long-term liabilities included approximately $53,000, $116,000 and $169,000,
respectively, in restructuring charges, primarily relating to severance costs.
The change in these reserves is the result of direct cash outflows related to
the restructuring.


12. MAJOR CUSTOMERS

Sales to three customers represented approximately 36% of net sales in fiscal
year 2001.  Sales to two customers represented approximately 17% and 11% of net
sales in fiscal 2001, respectively. Sales to one customer represented
approximately 16% and 12% of net sales in fiscal years 2000 and 1999.


13. FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash, accounts receivable and accounts payable
approximates fair value because of the short-term maturity of these instruments.

The carrying value of the Company's borrowings under its long-term revolving
credit agreement and other long-term borrowings approximates fair value based on
quoted market prices for the same or similar instruments.

The fair value of the Company's letters of credit is based on fees currently
charged for similar agreements or on the estimated cost to terminate or settle
the obligations.  As of June 30, 2001, the fair value of the letters of credit
was $160,000.

                                     F-16
<PAGE>

14.  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of the quarterly results of operations for the years
ended June 30, 2001 and July 1, 2000 (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                          Quarter Ended
                            --------------------------------------------------------------------
      2001                     September 30/(1)/  December 31/(1)/   March 31/(1)/  June 30/(1)/  Year
<S>                         <C>                   <C>                <C>            <C>          <C>
Net Sales                           $16,396           $16,416         $16,275       $14,997      $64,084
Gross Profit                          3,530             3,392           3,318         2,936       13,176
Net Income                              562               515             494         2,068        3,639
Per Common Share Amounts:
(basic and diluted)

Net Income                          $  0.11           $  0.10         $  0.10       $  0.41      $  0.72

<CAPTION>
                                                          Quarter Ended
                             ----------------------------------------------------------------
      2000                     September 30/(2)/   December 31       March 31/(3)/     July 1      Year
<S>                          <C>                   <C>               <C>              <C>       <C>
Net Sales                           $17,573           $16,678         $17,414         $15,878   $67,543
Gross Profit                          3,277             3,078           3,356           2,834    12,545
Net Income                              202               221             310             337     1,070
Per Common Share Amounts:
(basic and diluted)

Net Income                          $  0.04           $  0.04         $  0.06         $  0.07   $  0.21
</TABLE>

   /(1)/ As a result of earnings improvements, the Company reduced its deferred
         tax asset valuation allowance by $2.0 million in fiscal 2001 to reflect
         a change in estimate related to the realizability of its deferred
         income tax assets.  Of this change, $109,000, $113,000, $103,000, and
         $1,644,000 was made in the first, second, third, and fourth quarters of
         fiscal 2001, respectively.
   /(2)/ The operating assets of GB Labels were sold in August 1999.
   /(3)/ The remaining operating assets of Niemand were sold in February 2000.

                                     F-17