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

                                  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 July 1, 2000

                                       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)                     (IRS Employer Identification No.)
                               ------------------

  2000 Summit Avenue
  Hastings, Nebraska                                           68901
              (Address of principal executive offices)       (Zip Code)

                                 (402) 463-1366
              (Registrant's telephone number, including area code)

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

           Securities registered pursuant to Section 12(g) of the Act:
                     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 7, 2000 was
$3,115,872 (based upon the September 7, 2000 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 7, 2000 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 2000, 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
                                                                            Page

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

<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 & Printing also manufactures flexible packaging, and
Great Plains Packaging also manufactures 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 is
now better positioned to take advantage of opportunities as they arise.
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 expand these product lines by
utilizing the maximum capacity at each facility, while continually identifying,
researching, and when applicable, implementing new technologies and equipment
that will enable the Company to continue to improve performance, productivity,
and profitability.

         In fiscal 2000, the Company served approximately 600 customers from
five divisions, including partial-year sales from GB Labels and Niemand's
contract packaging & filling division. The Company estimates the remaining three
divisions serve a customer base of approximately 520.

         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, textiles, office
supplies and paper products, pharmaceutical, auto aftermarket parts and
hardware, household and industrial products, cosmetics and personal care, and
toys. 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. The Company intends to continue
its focus on the folding carton business and increase the sales and
profitability of all the packaging products it offers.

         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

                                      -1-
<PAGE>

Great Plains Packaging Co. was reincorporated in Delaware, and its name was
changed to Gibraltar Packaging Group, Inc.

         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
2000, 1999 and 1998 relate to the fiscal years ended July 1, 2000, July 3, 1999
and June 27, 1998, respectively.

         Recent Events

         On September 5, 2000, Mr. John W. Lloyd resigned from his position as
Chief Financial Officer of the Company to accept a similar position with another
company. Mr. Lloyd will continue to serve on the Company's Board of Directors.
Pursuant to this, Mr. Lyle Halstead was appointed Vice President Finance -
Operations and Mr. Brett Moller was appointed Vice President Finance -
Corporate. Mr. Halstead previously served as Vice President of Finance and Human
Resources of the Company's Great Plains Packaging Division. Mr. Moller
previously served as the Company's Corporate Controller.

         Manufacturing Products and Processes

       Today, 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 73%, 63% and 62% of the Company's net sales for fiscal 2000, 1999,
and 1998, 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 the Company's production facilities in
Hastings, Nebraska; Fort Wayne, Indiana; and Mount Gilead, North Carolina. After
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.

                                      -2-
<PAGE>

       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. The
facility in Mount Gilead, North Carolina is currently working toward ISO
certification, and has established a target date for completion by the end of
fiscal 2001. ISO (International Organization for Standardization) is steadily
becoming a worldwide standard for quality management. It requires a company to
codify its quality program by defining and documenting its quality system.

       Flexible Poly-Film Packaging

       Flexible packaging sales represented approximately 11% of the Company's
net sales for fiscal 2000, and approximately 9% of the Company's net sales for
each of fiscal 1999 and 1998.

       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 including pharmaceutical, medicinal products, and toys.

       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, which are similar to
those used in folding carton manufacture. 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 automotive aftermarket, hardware, and toy 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 2000 and 1999, and
approximately 5% of the Company's net sales for fiscal 1998.

       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.

                                      -3-
<PAGE>

       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 aftermarket, marine, and agricultural markets. Corrugated container
sales represented approximately 4%, 3% and 4% of the Company's net sales for
fiscal 2000, 1999, and 1998, respectively.

       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%, 6% and 3% of the Company's net sales for fiscal 2000, 1999,
and 1998, 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 & 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%, 10% and 14% of the Company's net sales for fiscal 2000, 1999,
and 1998, 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 3% of the
Company's net sales for each of fiscal 1999 and 1998. 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

                                      -4-
<PAGE>

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, in many cases also working with the customer in designing the
packaging.

       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. The Company experienced price increases
for raw materials through all quarters of fiscal 2000. The Company anticipates
these increases to continue through the first and second quarters of fiscal
2001, but at a much slower pace and not inclusive of all materials. Although the
Company has been able to pass these 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

                                      -5-
<PAGE>

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.

Customers

       The Company derives its sales from a diverse market base. In fiscal 2000,
the Company sold its products throughout the United States to over 600 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. 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.


--------------------------------------------------------------------------------
                                       July 1,      July 3,       June 27,
                                        2000         1999           1998
                                        ----         ----           ----

Food                                     18%          16%            12%
Textile                                  17%          17%            17%
Office supplies and paper products       17%          13%            12%
Pharmaceutical                           15%          14%            15%
Auto aftermarket parts and hardware      14%          13%            14%
Household and industrial                  8%          11%            13%
Cosmetics and personal care               1%           6%             6%
Toy                                       1%           1%             2%
Other                                     9%           9%             9%
                                       -----         ----          -----
Total net sales                         100%         100%           100%
                                        ====         ====           ====
--------------------------------------------------------------------------------

       Sales to the Company's top three customers accounted for approximately
28% of the Company's net sales for fiscal 2000. This compares to approximately
21% and 17% for fiscal 1999 and 1998, respectively. Sales to one customer, Smead
Manufacturing, represented approximately 16%, 12%, and 11% of net sales in
fiscal 2000, 1999, and 1998, respectively.

       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 July 1, 2000, the Company employed approximately 475 full-time
employees, 85 salaried and 390 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

                                      -6-
<PAGE>

Company's financial position or results of operations.

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 $432,000 from $475,000 at July 1, 2000
and July 3, 1999, respectively, reflects legal and environmental consulting
expenses incurred in fiscal 2000. Incurred expenses as of July 1, 2000 related
to remediation totaled $318,000. 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.

       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 the

                                      -7-
<PAGE>

Company believes 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. While
the Company initiated this action, it anticipates that Anthem will file a
counterclaim for unpaid premiums. The amount of the anticipated counterclaim is
presently unknown, and there can be no assurances that the outcome of a
potential counterclaim would not have an adverse impact on the Company. The
parties participated in a settlement mediation in December 1999. It was
determined that more information be gathered through depositions, which are
ongoing. We anticipate another settlement mediation will be scheduled before the
end of 2000.


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 July 1, 2000.

                                      -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 was quoted on the NASDAQ National Market
System after the Company's initial public offering on March 5, 1992. In February
1999, the Company announced that it had been de-listed from the NASDAQ National
Market, and the Company's 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 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

     FISCAL 1999
       Fourth Quarter                           $    1.19        $   0.44
       Third Quarter                                 1.63            0.56
       Second Quarter                                2.00            0.56
       First Quarter                                 3.13            0.88

       There were approximately 167 shareholders of record of the Company's
common stock as of September 7, 2000. The Company believes that the number of
beneficial owners of its common stock is greater than 750.

Dividend Policy

       The Company has never 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
                                             -------------------------------------------------------------------------
                                               July 1,         July 3,       June 27,       June 28,        June 29,
                                               2000(1)         1999(2)        1998(3)        1997(4)         1996
                                               ----            ----           ----           ----            ----
<S>                                           <C>             <C>            <C>            <C>             <C>
Statement of Operations Data:

Net Sales                                     $67,543         $76,514        $75,890        $74,710         $74,384
Cost of Goods Sold                             55,018          65,711         64,138         59,396          58,328
Gross Profit                                   12,525          10,803         11,752         15,314          16,056
Operating Expenses                              7,928          21,802         26,411         11,362          11,481
Income (Loss) From Operations                   4,597         (10,999)       (14,659)         3,952           4,575
Other Expense - Net                             3,044           3,324          3,989          3,061           3,208
Provision (Benefit) for Income Taxes              483            (751)        (1,435)           559             666
Income (Loss) before Extraordinary Item         1,070         (13,572)       (17,213)           332             701
Net Income (Loss)                               1,070         (13,572)       (17,213)           225             701

Basic and Diluted Per Common Share Amounts:
Income (Loss) before Extraordinary Item          0.21           (2.69)         (3.41)          0.07            0.14
Net Income (Loss)                                0.21           (2.69)         (3.41)          0.05            0.14
Weighted Average Shares Outstanding             5,042           5,042          5,042          5,042           5,042

Balance Sheet Data:

Working Capital                                 2,333           3,357          4,969          6,078           6,455
Total Assets                                   37,654          43,338         59,371         75,058          74,045
Long-Term Debt (net of current portion)        22,498          27,943         27,872         27,382          27,834
Stockholders' Equity                            1,516             446         14,018         31,100          31,006

(1) 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.

(2) 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.

(3) 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.

(4) Includes an extraordinary after-tax loss of $107 reflecting the write-off of unamortized finance costs of a
    previous refinancing.
</TABLE>

                                      -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
                                         -------------------------------------
                                           July 1,      July 3,      June 27,
                                            2000         1999          1998
                                            ----         ----          ----
Net Sales                                  100.0%        100.0%       100.0%
Cost of Goods Sold                          81.5          85.9         84.5
Gross Profit                                18.5          14.1         15.5
Operating Expenses                          11.7          28.5         34.8
Income (Loss) from Operations                6.8         (14.4)       (19.3)
Other Expense - Net                          4.5           4.3          5.3
Provision (Benefit) for Income Taxes         0.7          (1.0)        (1.9)
Net Income (Loss)                            1.6%        (17.7)%      (22.7)%

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."

       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.
Expressed as a percentage of net sales, cost of goods sold decreased in fiscal
2000 to 81.5% compared to 85.9% in fiscal 1999, as a result of the Company's
cost control efforts. These cost control efforts included a reduction in labor
costs as productivity improved (as measured by throughput per employee) and the
number of employees was reduced. Improvements in the manufacturing process
resulted in a substantial reduction of waste. 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 last
fiscal year, and as a result of inventory valuation adjustments in the third
quarter of fiscal 1999. Improved pricing at Standard Packaging in the second
half of fiscal 2000 also added to their already increased gross margins. These
improvements were partially offset by higher self-funded medical plan claims.

       Selling expenses decreased $0.5 million or 15.1% to $2.9 million in
fiscal 2000 from $3.4 million in fiscal 1999. Expressed as a percentage of net
sales, selling expenses decreased slightly to 4.3% in fiscal 2000, compared with
4.5% in fiscal 1999. Selling expenses decreased primarily as a result of
reorganizing the Company's sales force. An additional $0.3 million in reductions
resulted from the sale of the operating assets of GB Labels and Niemand.

       General and administrative expenses decreased $0.7 million or 13.0% to
$4.8 million in fiscal 2000 from $5.6 million in fiscal 1999. General and
administrative expenses decreased primarily as a result of the sale of the
operating assets of GB Labels and Niemand. Additional

                                      -11-
<PAGE>

cost savings resulted from continued cost reduction efforts, which included the
relocation of the corporate headquarters in the second quarter of fiscal 1999.
These reductions were partially offset by increases in payroll costs. Expressed
as a percentage of net sales, general and administrative expenses decreased
slightly to 7.2% in fiscal 2000, compared with 7.3% in 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
a blend of $4.3 million in lower average borrowings coupled with slightly higher
average interest rates of 0.8%.

       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 the excess of purchase price over net assets acquired. The
equivalent tax rate for fiscal 1999 was an income tax benefit of 5.2%.

Fiscal Year 1999 vs. 1998

       In fiscal 1999, the Company's net sales were $76.5 million compared with
$75.9 million in fiscal 1998. Net sales increased $0.6 million or 0.8% in fiscal
1999 compared with fiscal 1998. Sales of folding cartons and flexible packaging
increased $1.7 million in fiscal 1999 over fiscal 1998, primarily at Great
Plains. Sales of spiral wound paper packaging decreased compared with prior year
levels, primarily as a result of the removal of equipment related to the sale of
the container business of Niemand, which started in April 1999. Sales of
pressure sensitive labels decreased compared with prior year levels.

       Cost of goods sold increased $1.6 million or 2.5% to $65.7 million in
fiscal 1999 compared with $64.1 million in fiscal 1998. Expressed as a
percentage of net sales, cost of goods sold increased to 85.9% for fiscal 1999
compared to 84.5% in fiscal 1998. Margins at Flashfold Carton were below plan
and compared to the prior year. Niemand suffered adverse product mix changes as
sales of their higher margin products declined. Standard Packaging experienced
increased manufacturing costs primarily attributable to higher labor costs
associated with servicing customer demands, and higher repair and maintenance
costs. These increased costs were partially offset by certain cost improvements.
Raw material costs continued to decline at Standard Packaging as a result of
renegotiated prices with suppliers and the internalization of the die making and
ink mixing processes. Labor costs at Great Plains and Flashfold Carton also
decreased due to less overtime and more emphasis placed on reducing labor costs.
In addition, depreciation expense was reduced in fiscal 1999 at Niemand and
Flashfold Carton, as a result of long-lived asset impairment write-downs.

       Selling expenses decreased $0.7 million or 15.2% to $3.4 million in
fiscal 1999 from $4.1 million in fiscal 1998. Expressed as a percentage of net
sales, selling expenses decreased to

                                      -12-
<PAGE>

4.5% in fiscal 1999 compared with 5.4% in fiscal 1998, primarily as a result of
reorganizing the Company's sales force and internalizing previously out-sourced
functions within its marketing programs. These reductions are a direct result of
cost savings following the Company's organizational and facility consolidations
implemented in the second quarter of fiscal 1998.

       General and administrative expenses decreased $1.9 million or 25.9% to
$5.6 million in fiscal 1999 from $7.5 million in fiscal 1998. Expressed as a
percentage of net sales, general and administrative expenses decreased to 7.3%
in fiscal 1999 compared with 9.9% in fiscal 1998, as the Company continued to
realize the cost savings benefits of the second quarter fiscal 1998
restructuring program. In addition, general and administrative expenses were
lower as a result of the relocation of the Company's corporate functions from
Westport, Connecticut to its Hastings, Nebraska facility in the second quarter
of fiscal 1999. Included in general and administrative expenses in the second
quarter of fiscal 1998 is a charge for severance and relocation costs of
approximately $0.5 million.

       In the second quarter of fiscal 1999, the Company recorded a
restructuring charge of $0.2 million consisting of severance costs for corporate
personnel, the write-off of leasehold improvements and moving costs associated
with relocating the corporate functions to its Hastings, Nebraska facility.

       At the end of the third quarter of fiscal 1999, as a result of the
Company's evaluation of the recoverability of long-lived assets not held for
sale, the Company recorded a pre-tax non-cash 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 based on
discounting estimated future cash flows associated with Flashfold Carton. The
impairment loss resulted in completely writing-off the Flashfold Carton goodwill
and reducing the carrying value of fixed assets.

       As a result of the Company's sale of GB Labels, 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 goodwill and the fixed assets sold of GB Labels to
estimated 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.

       Interest expense for fiscal 1999 decreased $0.7 million or 16.9% to $3.3
million from $4.0 million in fiscal 1998. In the fourth quarter of fiscal 1998,
the Company wrote off $0.9 million in unamortized refinancing costs related to
the previous credit agreement with Harris Trust and Savings Bank. This reduction
in cost was partially offset by increased interest expense in fiscal 1999 as a
result of higher average borrowings of approximately $2.4 million, coupled with
higher interest rates.

       The income tax benefit as a percentage of pre-tax loss for fiscal 1999
was 5.2%, which differs from the statutory rate primarily as a result of
non-deductible amortization of excess of purchase price over net assets
acquired, and because a significant portion of the impairment charge is a
write-off of goodwill, which will provide no current or future tax benefit. The
equivalent tax rate was 7.7% for the corresponding period in the prior fiscal
year.

Financial Condition

       The Company's credit facility with First Source Financial LLP ("First
Source") provides for a five year $25 million term loan and a five year $15
million working capital revolving line of credit ("Revolver"). The term loan
required quarterly principal payments of $562,500 in the first year of the loan
through July 15, 1999. As amended, the balance of the term loan was due in
quarterly installments of $625,000 through October 1999 and in monthly
installments of

                                      -13-
<PAGE>

$208,333 through July 2000. Monthly installments of $229,167 are required
through April 2003, with the balance of $10,043,435 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 the 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) $15 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.

       As of July 1, 2000, all outstanding letters of credit are 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 July 1, 2000
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 July 1,
2000, 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.

       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
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 July 1, 2000 were a combination of prime and
LIBOR. First Source's prime and LIBOR rates were 9.50% and 6.69125%,
respectively, at July 1, 2000.

       At July 1, 2000, the Company had working capital of $2.3 million, as
compared to $3.4 million at July 3, 1999. 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 $2.9
million in fiscal 2000 and $0.5 million in fiscal 1999. This increase is
primarily attributable to higher profitability during fiscal 2000 when compared
to fiscal 1999. The Company had available to it unused borrowing capacity of
$1.3 million and $1.8 million at July 1, 2000 and July 3, 1999, respectively.

       During fiscal 2000, capital expenditures totaled $0.3 million compared
with $1.3 million in fiscal 1999, 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.

       Impact of New Accounting Pronouncements

       Subsequent to fiscal year-end, 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.

                                      -14-
<PAGE>

       Subsequent to fiscal year-end, the Company also adopted SEC Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements.
The adoption of this statement did not have a material impact on the Company's
financial position or results of operations.

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 July 1, 2000 is at variable interest rates. A
hypothetical 10% change in interest rates would have had a $0.3 million impact
on interest expense for the fiscal year ended July 1, 2000.

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) the Company's ability to execute its business plan to leverage the
success of the Company's Great Plains division; (2) 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; (3)
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; (4) the introduction of
competing products by other firms; (5) pressure on pricing from competition or
purchasers of the Company's products; (6) whether the Company will be able to
pass on to its customers price increases for paper and paperboard products; (7)
continued stability in other raw material prices, including oil-based resin and
plastic film; (8) 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; (9) 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 (10) whether Anthem Health Plans will
file a counterclaim against the Company. Investors and potential investors are
cautioned not to place undue reliance on these forward-looking statements, which
reflect the Company's analyses 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 on 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 Item 401 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 2000, and is hereby incorporated by reference. If the
definitive proxy statement for the 2000 annual meeting is not filed with the
Securities and Exchange Commission within 120 days of the end of Gibraltar's
2000 fiscal year, Gibraltar will amend this Annual Report and include such
information in the amendment.


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

       The information relating to the cash 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 2000 and is hereby
incorporated by reference. If the definitive proxy statement for the 2000 annual
meeting is not filed with the Securities and Exchange Commission within 120 days
of the end of Gibraltar's 2000 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 2000 and is hereby incorporated by reference.
If the definitive proxy statement for the 2000 annual meeting is not filed with
the Securities and Exchange Commission within 120 days of the end of Gibraltar's
2000 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 2000 and is hereby incorporated by reference. If the definitive proxy
statement for the 2000 annual meeting is not filed with the Securities and
Exchange Commission within 120 days of the end of Gibraltar's 2000 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,
         July 1, 2000 and July 3, 1999                                    F-2

       Consolidated Statements of Operations,
         Years Ended July 1, 2000, July 3, 1999 and June 27, 1998         F-3

       Consolidated Statements of Stockholders' Equity,
         Years Ended July 1, 2000, July 3, 1999 and June 27, 1998         F-4

       Consolidated Statements of Cash Flows,
         Years Ended July 1, 2000, July 3, 1999 and June 27, 1998         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.

   **10.55   Letter of Resignation, dated September 1, 2000, between Gibraltar
             Packaging Group, Inc. and John W. Lloyd.

     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.

                                      -22-
<PAGE>

    *27.1    Financial Data Schedule.

-----------------
*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 26, 2000                       September 26, 2000


         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/ John W. Lloyd
     ------------------------------                -----------------------------
     Walter E. Rose                                John W. Lloyd
     Chief Executive Officer and                   Director
     Chairman of the Board                         September 26, 2000
     (Principal Executive Officer)
     September 26, 2000



     /s/ David G. Chandler                         /s/ Robert G. Shaw
     ------------------------------                -----------------------------
     David G. Chandler                             Robert G. Shaw
     Director                                      Director
     September 26, 2000                            September 26, 2000



     /s/ John D. Strautnieks
     ------------------------------
     John D. Strautnieks
     Director
     September 26, 2000

                                      -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 July 1, 2000 and July 3, 1999,
and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period ended July 1, 2000. 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 July 1, 2000 and July 3, 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
July 1, 2000 in conformity with accounting principles generally accepted in the
United States of America.


/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Omaha, Nebraska
August 10, 2000

                                      F-1
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                        (In thousands except share data)

<TABLE>
<CAPTION>
                                                                                           July 1,           July 3,
                                                                                             2000              1999
ASSETS

<S>                                                                                     <C>               <C>
CURRENT ASSETS:
     Cash                                                                               $     160         $     198
     Accounts receivable  (Net of allowance for doubtful accounts of $185
         and $194, respectively)                                                            6,442             7,287
     Inventories                                                                            6,810             8,027
     Deferred income taxes                                                                    582               972
     Prepaid and other current assets                                                         578               350
                                                                                        ---------         ---------
         Total current assets                                                              14,572            16,834
PROPERTY, PLANT AND EQUIPMENT - Net                                                        18,031            21,182
EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED
     (Net of accumulated amortization of $1,955 and
     $1,794, respectively)                                                                  4,382             4,543

OTHER ASSETS  (Net of accumulated amortization of $306 and
     $191, respectively)                                                                      669               779
                                                                                        ---------         ---------
TOTAL                                                                                   $  37,654         $  43,338
                                                                                        =========         =========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Checks not yet presented                                                           $     797         $     976
     Current portion of long-term debt                                                      2,751             2,891
     Accounts payable                                                                       5,208             6,502
     Accrued expenses                                                                       3,351             3,001
     Income taxes payable                                                                     132               107
                                                                                        ---------         ---------
         Total current liabilities                                                         12,239            13,477
LONG-TERM DEBT - Net of current portion                                                    22,498            27,943
DEFERRED INCOME TAXES                                                                         894               834
OTHER LONG-TERM LIABILITIES                                                                   507               638
                                                                                        ---------         ---------
         Total liabilities                                                                 36,138            42,892
                                                                                        ---------         ---------

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                                                                  (26,696)          (27,766)
                                                                                        --------          ---------
         Total stockholders' equity                                                         1,516               446
                                                                                        ---------         ---------
TOTAL                                                                                   $  37,654           $43,338
                                                                                        =========        ==========

See notes to consolidated financial statements.
</TABLE>

                                      F-2
<PAGE>
                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
            YEARS ENDED JULY 1, 2000, JULY 3, 1999 AND JUNE 27, 1998
                        (In thousands except share data)

<TABLE>
<CAPTION>
                                                                            2000             1999              1998
<S>                                                                   <C>              <C>               <C>
NET SALES                                                             $   67,543       $   76,514        $   75,890

COST OF GOODS SOLD                                                        55,018           65,711            64,138
                                                                      ----------       ----------        ----------

GROSS PROFIT                                                              12,525           10,803            11,752
                                                                      ----------       ----------        ----------

OPERATING EXPENSES:

   Selling                                                                 2,927            3,448             4,065

   General and administrative                                              4,840            5,561             7,508

   Amortization of excess of purchase price
     over net assets acquired                                                161              345               585

   Restructuring charges                                                       -              235               170


   Impairment of long-lived assets                                             -           12,213            14,083
                                                                      ----------       ----------        ----------

     Total operating expenses                                              7,928           21,802            26,411
                                                                      ----------       ----------        ----------

INCOME (LOSS) FROM OPERATIONS                                              4,597          (10,999)          (14,659)
                                                                      ----------       ----------        ----------
OTHER (INCOME) EXPENSE:

   Interest expense                                                        3,043            3,336             4,016

   Other (income) expense - net                                                1              (12)              (27)
                                                                      ----------       ----------        ----------

     Other expense - net                                                   3,044            3,324             3,989
                                                                      ----------       ----------        ----------

INCOME (LOSS) BEFORE INCOME TAXES                                          1,553          (14,323)          (18,648)
PROVISION (BENEFIT) FOR INCOME TAXES                                         483             (751)           (1,435)
                                                                      ----------       ----------        ----------

NET INCOME (LOSS)                                                     $    1,070       $  (13,572)       $  (17,213)
                                                                      ==========       ==========        ==========

BASIC AND DILUTED PER COMMON SHARE AMOUNTS:

   Net Income (Loss)                                                  $     0.21       $   (2.69)        $   (3.41)
                                                                      ==========       ==========        ==========

WEIGHTED AVERAGE SHARES OUTSTANDING                                    5,041,544        5,041,544         5,041,544
   (basic and diluted)                                                ==========       ==========        ==========


See notes to consolidated financial statements.
</TABLE>

                                      F-3
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
            YEARS ENDED JULY 1, 2000, JULY 3, 1999 AND JUNE 27, 1998
                        (In thousands except share data)


<TABLE>
<CAPTION>
                                            Common Stock
                                       -----------------------    Additional     Retained
                                       Number of                    Paid-in      Earnings
                                        Shares         Amount       Capital      (Deficit)     Other        Total

<S>                                     <C>          <C>          <C>           <C>          <C>          <C>
BALANCE, June 28, 1997                  5,041,544    $      50    $  28,162     $  3,019     $   (131)    $  31,100

Net loss                                        -            -            -      (17,213)           -       (17,213)

Adjustment for minimum
pension liability                               -            -            -            -          131           131
                                      -----------    ---------    ---------     --------     --------     ---------
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
                                      ===========    =========    =========     ========     ========     =========


See notes to consolidated financial statements.
</TABLE>

                                      F-4
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            YEARS ENDED JULY 1, 2000, JULY 3, 1999 AND JUNE 27, 1998
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                            2000             1999              1998
<S>                                                                   <C>              <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                $    1,070       $  (13,572)         $(17,213)
     Adjustments to reconcile net income (loss) to
     net cash flows from operating activities:
         Impairment write-down of long-lived assets                            -           12,213            14,083
         Depreciation and amortization                                     2,359            3,062             4,993
         Gain on sale of property, plant and equipment                       (13)             (12)              (27)
         Deferred income taxes                                               450             (905)           (1,849)
         Changes in operating assets and liabilities:
              Accounts receivable - net                                      101              422             1,020
              Inventories                                                     69            1,927            (1,661)
              Prepaid expenses and other assets                             (289)               7              (197)
              Accounts payable                                              (815)          (2,951)            4,477
              Income taxes payable                                            25              (93)             (492)
              Accrued expenses and other liabilities                         (36)             412              (306)
                                                                      ----------       ----------        ----------
     Net Cash Flows from Operating Activities                              2,921              510             2,828
                                                                      ----------       ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from sale of property, plant and equipment                      38               16               103
     Proceeds from sale of Niemand and GB Labels                           2,907              677                 -
     Purchases of property, plant and equipment                             (331)          (1,245)           (2,143)
                                                                      ----------       ----------        ----------
     Net Cash Flows from Investing Activities                              2,614             (552)           (2,040)
                                                                      ----------       ----------        ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Net borrowings (payments) under revolving credit facility              (777)           2,998             3,149
     Net principal repayments of long-term debt                           (4,764)         (32,943)           (3,801)
     Net repayments under capital leases                                     (32)             (39)             (137)
     Proceeds from issuance of long-term debt                                  -           30,830                 -
     Refinancing costs                                                         -             (720)                -
                                                                      ----------       -----------       ----------
     Net Cash Flows from Financing Activities                             (5,573)             126              (789)
                                                                      ----------       ----------        ----------
NET INCREASE (DECREASE) IN CASH                                              (38)              84                (1)

CASH AT BEGINNING OF YEAR                                                    198              114               115
                                                                      ----------       ----------        ----------
CASH AT END OF YEAR                                                   $      160       $      198        $      114
                                                                      ==========       ==========        ==========

SUPPLEMENTAL DISCLOSURE:
     Income taxes paid                                                $        8       $      247        $      899
                                                                      ==========       ==========        ==========
     Interest paid                                                    $    2,969       $    3,116        $    2,997
                                                                      ==========       ==========        ==========

SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
     Capital lease obligations                                        $        -       $       82        $       61
                                                                      ==========       ==========        ==========

See notes to consolidated financial statements.
</TABLE>

                                      F-5
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          THREE YEARS ENDED JULY 1 2000, JULY 3, 1999 AND JUNE 27, 1998


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):

<TABLE>
<CAPTION>
                                                                                    Years Ended
                                                               --------------------------------------------------
                                                                     July 1,           July 3,         June 27,
                                                                      2000              1999             1998
<S>                                                             <C>               <C>              <C>
     Allowance, Beginning of Year                               $      194        $      162       $      127
     Provision for Uncollectible Accounts                               28               122              184
     Write-off of Uncollectible Accounts                               (37)              (90)            (149)
                                                                ----------        ----------       ----------

     Allowance, End of Year                                     $      185        $      194       $      162
                                                                ==========        ==========       ==========
</TABLE>

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>

Excess of Purchase Price Over Net Assets Acquired - 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 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.

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.

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 fiscal 1998, unamortized financing costs of $0.9
million related to the credit agreement with Harris Trust and Savings Bank
("Harris Bank") were amortized as a result of the acceleration of the maturity
date of such credit agreement to August 1998. In July 1998, the Company
capitalized approximately $0.8 million, representing the cost of refinancing its
debt

                                      F-7
<PAGE>

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.

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 - Subsequent to fiscal year-end, 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.

Subsequent to fiscal year-end, the Company also adopted SEC Staff Accounting
Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements. The
adoption of this statement did not have a material impact on the Company's
financial position or results of operations.

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 1999 financial statements have
been reclassified to conform with the fiscal 2000 presentation.


2. INVENTORIES

Inventories consisted of the following (in thousands):

                                              July 1,               July 3,
                                                2000                  1999

     Finished goods                       $    4,995            $    5,060
     Work in process                             676                   913
     Raw materials                               848                 1,639
     Manufacturing supplies                      291                   415
                                          ----------            ----------
                                          $    6,810            $    8,027
                                          ==========            ==========


                                      F-8
<PAGE>
3. PROPERTY, PLANT AND EQUIPMENT

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

                                                   July 1,               July 3,
                                                     2000                  1999

     Land                                      $      707            $      707
     Buildings                                     12,066                11,846
     Machinery, equipment
       and vehicles                                20,264                25,243
     Furniture and fixtures                         1,473                 2,032
     Construction-in-progress                          90                   371
                                               ----------            ----------
                                                   34,600                40,199
     Less accumulated depreciation                 16,569                19,017
                                               ----------            ----------
                                               $   18,031            $   21,182
                                               ==========            ==========

4. FINANCING AGREEMENTS

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

<TABLE>
<CAPTION>
                                                                      July 1,          July 3,
                                                                        2000             1999
<S>                                                               <C>              <C>
First Source term loan, quarterly principal payments of
  $562,500 through July 1999, $625,000 through October
  1999, monthly principal payments of $208,333 through
  July 2000 and $229,167 through April 2003, with the
  balance of $10,043,435 due on July 31, 2003, interest is
  payable monthly.                                                $     17,815     $     22,579

Revolving credit facility, matures July 31, 2003, interest is
  payable monthly.                                                       7,373            8,150

Capital lease obligations                                                   61              105
                                                                  ------------     ------------
Total                                                                   25,249           30,834
Less current portion                                                     2,751            2,891
                                                                  ------------     ------------
Long-term debt                                                    $     22,498     $     27,943
                                                                  ============     ============
</TABLE>

The Company's credit facility with First Source Financial LLP ("First Source")
provides for a five year $25 million term loan and a five year $15 million
working capital revolving line of credit ("Revolver"). 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 the
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) $15 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 aggregated amount of
extended letter of credit guarantees exceed loan availability. Unused borrowing
capacity at July 1, 2000 was $1.3 million.

As of July 1, 2000, all outstanding letters of credit are 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 July 1, 2000
amounted to $160,000 and relate to workman's compensation insurance policies.

                                      F-9
<PAGE>

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 July 1,
2000, 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.

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 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 July 1, 2000 were a combination of prime and
LIBOR. First Source's prime and LIBOR rates were 9.50% and 6.69125%,
respectively, at July 1, 2000.

Anticipated maturities of long-term debt subsequent to July 1, 2000, pursuant to
the credit facility and future minimum payments under finance leases, are as
follows (in thousands):

                                                                  Amounts
             2001                                             $     2,751
             2002                                                   2,771
             2003                                                   2,308
             2004                                                  17,419
                                                              -----------
            Total                                             $    25,249
                                                              ===========


5.       INCOME TAXES

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

                                July 1,           July 3,         June 27,
                                  2000              1999             1998
     Current:
       Federal              $        -        $       71       $       50
       State                        33                83              364
     Deferred                      450              (905)          (1,849)
                            ----------        ----------       ----------

                            $      483        $     (751)      $   (1,435)
                            ==========        ==========       ==========

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:

<TABLE>
<CAPTION>
                                                                       July 1,         July 3,       June 27,
                                                                        2000            1999           1998
<S>                                                                  <C>            <C>            <C>
     Statutory rate                                                  $     528      $   (4,870)    $   (6,341)
     State income tax effect                                                45            (215)           (84)
     Change in valuation allowance                                        (127)          1,176              -
     Disallowed losses with respect
       to impaired asset write-down                                          -           3,023          4,788
     Amortization of excess of purchase price over
       net assets acquired                                                  55             117            199
     Other - net                                                           (18)             18              3
                                                                     ---------      ----------     ----------
     Total                                                           $     483      $     (751)    $   (1,435)
                                                                     ---------      ----------     ----------
</TABLE>

                                      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):

                                                         July 1,        July 3,
                                                           2000           1999
     Deferred income tax assets:
       Difference in basis of amortizable assets     $       816    $       961
       Non-deductible accrued liabilities                    989          1,258
       Net operating loss carryforwards of
         a subsidiary company                                812            812
       State net operating loss carryforwards              1,559          1,492
       State tax credits carryforward                        875            986
       Federal net operating loss carryforward             2,286          2,457
       AMT credit carryforward                               385            385
       Differences in the basis of inventory
         for tax purposes                                    123            179
       Other - net                                            40             27
                                                     -----------    -----------

     Total                                                 7,885          8,557
     Deferred tax asset valuation allowance               (4,198)        (4,325)
                                                     -----------    -----------

       Net                                                 3,687          4,232
                                                     -----------    -----------

     Deferred tax liabilities:
       Difference in basis of property, plant
         and equipment                                    (3,463)        (3,597)
       Other                                                (536)          (497)
                                                     -----------    -----------
     Total                                                (3,999)        (4,094)
                                                     -----------    -----------
     Net deferred income tax asset (liability)       $      (312)   $       138
                                                     ===========    ===========

At July 1, 2000, the Company had the following tax net operating loss
carryforwards for federal income tax purposes (in thousands):

     Expiration                                                         Amounts
        2007                                                        $       447
        2008                                                                665
        2009                                                                930
        2010                                                                  -
        2011                                                                168
        2012                                                                267
        2013                                                              3,271
        2019                                                              3,017
                                                                    -----------
        Total                                                       $     8,765
                                                                    ===========

Approximately $2.0 million of such losses relate to a subsidiary company, which
are available to be utilized only against future taxable income of such
subsidiary.

At July 1, 2000, the Company had a state investment tax credit carryforward of
approximately $0.9 million which expires if unutilized by the year 2005. 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):
<TABLE>
<CAPTION>
                                                                               July 1,        July 3,
                                                                                 2000           1999
<S>                                                                       <C>            <C>
     Change in benefit obligations:
       Benefit obligation at beginning of year                            $       529    $       536
       Service cost                                                                45             58
       Interest cost                                                               39             32
       Actuarial gain                                                             (23)           (70)
       Benefits paid                                                              (35)           (27)
                                                                          -----------    -----------
       Benefit obligation at end of year                                          555            529
                                                                          -----------    -----------
     Change in plan assets:
       Fair value of plan assets at beginning of year                             602            592
       Actual return on plan assets                                                64             37
       Employer contribution                                                       54              -
       Benefits paid                                                              (35)           (27)
                                                                          -----------    -----------
       Fair value of plan assets at end of year                                   685            602
                                                                          -----------    -----------
     Reconciliation of funded status:
       Plan assets in excess of projected benefit obligation                      130             73
       Unrecognized loss                                                           16             51
                                                                          -----------    -----------
       Prepaid pension cost recognized on balance sheet                   $       146    $       124
                                                                          ===========    ===========
     Discount rate used to calculate the above liability                        8.00%          7.50%
</TABLE>

The net periodic pension cost and assumptions used for the years presented
included the following components (dollars in thousands):
<TABLE>
<CAPTION>
                                                                       July 1,         July 3,       June 27,
                                                                        2000            1999          1998
<S>                                                                <C>             <C>            <C>
     Service cost-benefits earned during the period                $        45     $        58    $        49
     Interest cost on projected benefit obligation                          39              32             34
     Expected return on plan assets                                        (52)            (44)           (38)
     Amortization of loss                                                    -               5              6
                                                                   -----------     -----------    -----------
     Net periodic pension cost                                     $        32     $        51    $        51
                                                                   ===========     ===========    ===========
     Discount rate used to calculate expense                             7.50%            6.50%          7.50%
     Expected long-term rate of return on plan assets                    8.00%            8.00%          8.00%
</TABLE>

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 July 1,
2000, July 3, 1999 and June 27, 1998 were approximately $86,000, $115,000 and
$94,000, 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
July 1, 2000 is as follows:

                                                                Weighted Average
                                                  Shares         Exercise Price
                                                  ------         --------------
     Outstanding at June 28, 1997                  316,834         $      4.97
          Granted                                        -                -
          Exercised                                      -                -
          Canceled or Lapsed                       (36,000)               6.85
                                              ------------         -----------
     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
                                              ============         ===========

                                      F-13
<PAGE>

     Shares exercisable at June 27, 1998           100,834         $      6.03
     Shares exercisable at July 3, 1999             52,834         $      7.59
     Shares exercisable at July 1, 2000             51,334         $      7.55

The following table summarizes information about stock options outstanding at
July 1, 2000:

<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            2.0 years      $    6.02             22,334       $     6.02
       $8.00 - $9.00       29,000            3.7 years           8.72             29,000             8.72
                           ------            ---------           ----             ------             ----
                           51,334            3.0 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>
                                                                July 1,      July 3,       June 27,
                                                                  2000        1999           1998
<S>                                                           <C>          <C>            <C>
     Net income (loss) applicable to common shareholders
                                      As reported             $  1,070     $(13,572)      $(17,213)
                                      Pro forma               $  1,070     $(13,572)      $(17,213)

     Net income (loss) per basic and diluted common share
                                      As reported             $   0.21     $  (2.69)      $  (3.41)
                                      Pro forma               $   0.21     $  (2.69)      $  (3.41)
</TABLE>

At July 1, 2000, 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
July 1, 2000, July 3, 1999 and June 27, 1998 under such lease agreements was
approximately $1,346,000, $1,584,000 and $1,396,000, respectively. As of July 1,
2000, approximate minimum future lease commitments were as follows (in
thousands):
                                                                 Amounts
                            2001                             $    1,190
                            2002                                    893
                            2003                                    588
                            2004                                    361
                            2005                                    154
                       Thereafter                                    29
                                                             -----------
                            Total                            $    3,215
                                                             ==========

                                      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 years three through five of the lease for $1,400,000 less the
fair market value of the adjacent residential property. The carrying value of
the facility at July 1, 2000 is $2,346,000. As of July 1, 2000, approximate
future minimum lease payments were as follows (in thousands):

                                                               Amounts
                          2001                             $      113
                          2002                                    160
                          2003                                    160
                          2004                                    160
                          2005                                     94
                                                           ----------
                          Total                            $      687
                                                           ==========


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 $432,000 and $475,000, as of July 1,
2000 and July 3, 1999, respectively. Incurred expenses as of July 1, 2000
related to remediation totaled $318,000. 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 years 1999 and 1998, the Company
paid $158,000 and $452,000, respectively, to Rostra in management fees for
services provided by the Company's CEO and CFO. Effective October 1997, the
Company ceased paying management fees to Rostra for the Company's CEO. Effective
January 1999, the Company ceased paying management fees to Rostra for the
Company's CFO. At July 1, 2000 and July 3, 1999, 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.

                                      F-15
<PAGE>

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 July 1, 2000, July 3, 1999 and June 27, 1998, accrued liabilities and other
long-term liabilities included approximately $116,000, $169,000 and $222,000,
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 one customer represented approximately 16%, 12%, and 11% of net sales
in fiscal years 2000, 1999, and 1998, respectively.


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 July 1, 2000, the fair value of the letters of credit was
$160,000.

                                      F-16