<PAGE>
 
________________________________________________________________________________

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

                                   FORM 10-Q
            [ x ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 1997


                        Commission file number 33-76892


                            MAIL-WELL I CORPORATION
            (Exact name of Registrant as specified in its charter.)


            DELAWARE                             84-1250534
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
 incorporation or organization)                   
            


                  23 INVERNESS WAY EAST, ENGLEWOOD, CO    80112
             (Address of principal executive offices)   (Zip Code)


                                 303-790-8023
             (Registrant's telephone number, including area code)



Indicate by checkmark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) or 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   [  ]

As of April 30, 1997, the Registrant had 1,000 shares of Common Stock, $0.01
par value, outstanding.
<PAGE>
 
MAIL-WELL I CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                    PAGE

<S>          <C>                                                    <C>
PART I -    FINANCIAL INFORMATION

Item 1.     Financial Statements                                     3
 
 
Item 2.     Management's Discussion and Analysis of Financial
             Condition and Results of Operations                     9
 
PART II -   OTHER INFORMATION
 
Item 1.     Legal Proceedings                                       14
 
Item 2.     Changes in securities                                   14
 
Item 3.     Defaults upon Senior Securities                         14
 
Item 4.     Submission of matters to a Vote of Securities Holders   14
 
Item 5.     Other information                                       14
 
Item 6.     Exhibits and Reports on Form 8-K                        14
 
</TABLE>

                                       2
<PAGE>
 
 
PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
 
MAIL-WELL I CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
____________________________________________________________________________________________
                                                            (Unaudited)
                                                             March 31,   December 31,
                                                               1997         1996
____________________________________________________________________________________________
<S>                                                        <C>            <C>
 CURRENT ASSETS
            Cash and cash equivalents                          $ 10,761   $  9,611
            Receivables, net                                     37,129     40,612
            Accounts receivable - other                           7,491      7,743   
            Income tax receivable, net                            3,170      3,504
            Receivable from parent                                1,926      1,381
            Inventories                                          71,308     68,275
            Deferred tax asset                                    2,370      2,309
            Other current assets                                  2,906      3,341
                                                               --------   --------
               Total current assets                             137,061    136,776
PROPERTY, PLANT AND EQUIPMENT - NET                             185,124    183,302
DEFERRED FINANCING COSTS - NET                                   13,874     14,497
GOODWILL- NET                                                   127,535    128,812
OTHER ASSETS - NET                                               10,496      8,338
                                                               --------   --------
TOTAL                                                          $474,090   $471,725
                                                               ========   ========
 
CURRENT LIABILITIES
 
            Accounts payable                                   $ 44,521   $ 44,539
            Accrued compensation and vacation                    22,503     23,312
            Accrued interest                                      2,798      4,455
            Other current liabilities                            26,507     26,206
            Current portion of long-term debt and 
             capital leases                                      14,652     14,975
                                                               --------   --------
               Total current liabilities                        110,981    113,487
ACCRUED PENSION                                                   1,409      1,284
CAPITAL LEASES                                                    2,874      2,958
BANK BORROWINGS                                                 117,972    121,992
SUBORDINATED NOTES                                               85,000     85,000
DEFERRED INCOME TAXES                                            24,989     23,152
OTHER LONG TERM LIABILITIES                                       2,921      1,865
                                                               --------   --------
               Total liabilities                                346,146    349,738
                                                               --------   --------
 
COMMITMENTS AND CONTINGENCIES
 
STOCKHOLDERS' EQUITY
 
            Common stock, $0.01 par value; 1,000 shares
             authorized and  outstanding                              1          1
            Paid-in capital                                      93,269     92,806
            Retained earnings                                    38,330     32,301
            Unearned ESOP compensation                           (3,291)    (2,896)
            Cumulative foreign currency translation adjustment     (255)      (115)
            Pension liability adjustment                           (110)      (110)
                                                               --------   --------
               Total stockholders' equity                       127,944    121,987
                                                               --------   --------
TOTAL                                                          $474,090   $471,725
                                                               ========   ========
 
</TABLE>


           See notes to unaudited consolidated financial statements.

                                       4

<PAGE>
 
MAIL-WELL I CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(DOLLARS IN THOUSANDS)
________________________________________________________________________________
                                                    Quarter Ended March 31,
                                                      1997           1996
                                                    -----------------------
<TABLE>
<CAPTION>
 
<S>                                                    <C>        <C>
NET SALES                                              $212,032   $193,725
 
COST OF SALES:
            Materials                                    89,958     90,930
            Labor and other                              59,017     53,294
            Manufacturing                                15,541     10,736
            Depreciation                                  3,355      3,485
            Waste recovery                               (2,473)    (2,415)
                                                       --------   --------
                  Total cost of sales                   165,398    156,030
 
GROSS PROFIT                                             46,634     37,695
 
OTHER OPERATING COSTS
            Selling                                      15,421     14,032
            Administrative                               13,002      9,998
            Amortization                                  1,112        942
            Loss on disposal of assets                      871          0
                                                       --------   --------
                  Total other operating costs            30,406     24,972
 
OPERATING INCOME                                         16,228     12,723
 
OTHER EXPENSE
            Interest expense - debt                       4,554      7,081
            Interest expense - amortization
             of deferred financing costs                    724        732
            Discount on sale of accounts receivable       1,023          0
            Other (income) expense                         (530)        83
                                                       --------   --------
 
INCOME BEFORE INCOME TAXES                               10,457      4,827
 
PROVISION FOR INCOME TAXES
            Current                                       2,551      1,209
            Deferred                                      1,877        852
                                                       --------   --------
 
NET INCOME                                             $  6,029   $  2,766
                                                       ========   ========
 
</TABLE>


           See notes to unaudited consolidated financial statements.

 
 
                                       4
<PAGE>
 
MAIL-WELL I CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(DOLLARS IN THOUSANDS)
<TABLE> 
<CAPTION> 
__________________________________________________________________________________________________
                                                                           Quarter Ended March 31,
                                                                                1997     1996
                                                                           -----------------------
<S>                                                                           <C>        <C>  
CASH FLOW PROVIDED BY (USED IN) OPERATIONS:
            Net income                                                        $  6,029   $  2,766
            Adjustments to reconcile net income (loss) to cash provided by
              (used in) operations:
              Depreciation                                                       3,355      3,485
              Amortization                                                       1,836      1,674
              Deferred tax provision                                             1,877        852
              (Gain) loss on disposal of assets                                    871          0
              ESOP compensation expense                                             68        418
              Foreign currency gain                                                  0       (119)
              Other                                                                 20       (490)
            Change in operating assets and liabilities:
              Receivables                                                        3,724     (7,359)
              Current income taxes                                                 334       (604)
              Inventories                                                       (3,034)     7,686
              Accounts payable                                                  (1,193)     1,672
              Accrued interest                                                  (1,658)    (3,206)
              Other working capital                                             (1,128)    (6,937)
              Accrued pension, current and long term                               (40)        97
              Other assets and other long-term liabilities                         399     (1,081)
                                                                              --------   --------
 
               Net cash provided by (used in) operating activities              11,460     (1,146)
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
            Capital expenditures                                                (5,601)    (3,197)
            Proceeds from sale of property, plant and equipment                     24      2,715
            Acquisition costs                                                     (189)         -
            Maturity of temporary cash investments                                   -        250
                                                                              --------   --------
 
               Net cash used in investing activities                            (5,766)      (232)
 
CASH FLOWS FROM FINANCING ACTIVITIES:
            Cash overdrafts                                                        361       (744)
            Proceeds from long-term debt                                         7,000     50,000
            Repayments of long-term debt                                       (11,333)   (47,768)
            Repayments of capital lease obligations                               (258)      (150)
                                                                              --------   --------
               Net cash (used in) provided by financing activities              (4,230)     1,338
 
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                           (314)        40
                                                                              --------   --------        
INCREASE IN CASH AND CASH EQUIVALENTS                                            1,150          0
BALANCE AT BEGINNING OF PERIOD                                                   9,611          0
                                                                              --------   --------
 
BALANCE AT END OF PERIOD                                                      $ 10,761   $      0
                                                                              ========   ========
 
NON-CASH FINANCING ACTIVITIES:
            Cash paid for interest                                            $  6,211   $ 10,287
            Cash paid for taxes                                                  2,803        180
 
</TABLE>
           See notes to unaudited consolidated financial statements.

                                       5
<PAGE>
 
MAIL-WELL I CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


1.   BASIS OF PRESENTATION

     NATURE OF OPERATIONS - Mail-Well, Inc. is one of the largest
     printers in North America, manufacturing both envelopes and high impact
     color commercial work.  Within envelope printing, the Company competes in
     the consumer direct segment in which envelopes are designed and
     manufactured to customer specifications.  In addition, the Company
     manufactures envelopes sold into the office products market.  The Company
     is also a leading high impact commercial printer specializing in printing
     advertising literature, high-end catalogs, annual reports, calendars and
     computer instruction books and is recognized as an innovative provider of
     quality printed products to leading companies in the United States.  The
     Company commenced operations on February 24, 1994 with the acquisition of
     the envelope businesses of Georgia-Pacific Corporation ("GP Envelope") and
     Pavey Envelope and Tag Corp. ("Pavey").


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION -  Mail-Well I Corporation, a wholly-
     owned subsidiary of Mail-Well, Inc. conducts most of the business of Mail-
     Well, Inc.  Mail-Well I Corporation, together with its subsidiaries, is the
     owner of the operating assets and the borrower of debt.  These financial
     statements include the accounts of Mail-Well I Corporation and its
     subsidiaries (collectively referred to as the "Company"). All significant
     intercompany accounts and transactions have been eliminated.

     INTERIM FINANCIAL INFORMATION - The interim financial information
     contained herein is unaudited and includes all normal and recurring
     adjustments which, in the opinion of management, are necessary to present
     fairly the information set forth.  The consolidated financial statements
     should be read in conjunction with the Notes to the Consolidated Financial
     Statements which are included in the Company's Form 10-K.  The results for
     interim periods are not necessarily indicative of results to be expected
     for the fiscal year of the Company ending December 31, 1997.  The Company
     believes that the report filed on Form 10-Q is representative of its
     financial position, its results of operations and its cash flow for the
     quarters ended March 31, 1997 and 1996.

     EMPLOYEE STOCK OWNERSHIP PLAN - Unearned ESOP compensation balance
     is presented in the accompanying financial statements as a reduction of
     equity.  As the ESOP shares are allocated to participants, the unearned
     ESOP compensation balance will decrease and compensation expense will be
     recorded.

                                       6
<PAGE>
 
 
     RECLASSIFICATION - Certain amounts in the 1996 financial statements
     have been reclassified to conform to 1997 presentation.

3.   DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS (IN THOUSANDS)
<TABLE>
<CAPTION>
 
     INVENTORY:
                                                     March 31, 1997   December 31, 1996
<S>                                                  <C>              <C>
 
            Raw materials                              $ 27,482            $ 25,953
            Work in process                               7,360               7,549
            Finished goods                               39,165              37,385
            Reserve for obsolescence and loss            (2,699)             (2,612)
                                                       --------            --------
            Total                                      $ 71,308            $ 68,275
                                                       ========            ========
 
       PROPERTY, PLANT AND EQUIPMENT:
                                                     March 31, 1997   December 31, 1996
<CAPTION> 
<S>                                                  <C>              <C>
            Land and land improvements                 $ 11,699            $ 11,429
            Buildings                                    46,478              45,385
            Leasehold improvements                        3,721               3,627
            Machinery and equipment                     123,336             124,028
            Furniture and fixtures                        3,255               3,066
            Automobiles and trucks                          479                 556
            Computers and software                        9,787               7,457
            Assets under capital lease                    3,430               3,584
            Construction in progress                      8,537               6,576
                                                       --------            ---------
                                                        210,722             205,708
            Less accumulated depreciation               (25,598)            (22,406)
                                                       --------            --------
                  Total                                $185,124            $183,302
                                                       ========            ========
</TABLE>

                                       7
<PAGE>
 
4.    LONG-TERM DEBT

      Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>
 
                                           March 31, 1997   December 31, 1996
<S>                                        <C>              <C>
            Bank Borrowings:
              Revolving Credit Loans          $    362            $    768
              Term Loans                       131,500             135,000
            Subordinated Notes                  85,000              85,000
            Other                                  297                 651
                                              --------            --------
                                               217,159             221,419
            Less current maturities            (14,187)            (14,427)
                                              --------            --------
            Long-term debt                    $202,972            $206,992
                                              ========            ========
</TABLE>

     The bank credit agreements of the Company now include a $30.0 million
     revolving credit facility, a C$10.0 million revolving credit facility,
     $135.0 million of term loans, a $30.0 million acquisitions loan facility, a
     $12.0 million letter of credit facility and a C$8.0 million letter of
     credit facility. The Company's obligations under the bank credit agreement
     are secured by substantially all of the assets of the domestic subsidiaries
     of the Company and by 66% of the common stock of Supremex.

     Interest rate cap agreements are used to reduce the potential impact
     of increases in the rates on floating-rate long-term debt.  At March 31,
     1997, the Company was party to an interest rate cap agreement for the
     notional amount of $55.0 million which provide an effective LIBOR interest
     rate cap of 9.0% and expire June 30, 1999.  The agreements entitle the
     Company to receive from counterparties the amounts, if any, by which the
     Company's interest payments exceed the interest rate caps.

 

                                   * * * * *



            [The remainder of this page intentionally left blank.]


                                       8
<PAGE>
 
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Acquisitions - In April 1996, the Company acquired Quality Park Products, Inc.
("QPP"), a printer and manufacturer of envelopes.  In November 1996, the Company
acquired Pac National Group Products, Inc. ("PNG"), a Canadian envelope printer
and manufacturer based in Ontario.  In December 1996, the Company acquired
Shepard Poorman Communications Corporation ("SP"), a high impact color printer
located in Indianapolis, Indiana.

OVERVIEW - First quarter sales for 1997 increased 9% to $212.0 million from
$193.7 million for the first quarter of 1996.  Net income for the quarter ended
March 31, 1997 increased to $6.0 million ($0.50 per share) from $2.8 million
($0.23 per share) for the quarter ended March 31, 1996.  During the first
quarter of 1997, Mail-Well, Inc. (the "Company") focused efforts on integrating
the operations of PNG and SP into the Canadian Envelope and High Impact Color
Printing segments of the Company, respectively.  These efforts included
reviewing the acquired operations to determine changes to be made to cost
structures, pricing and strategic markets.  The High Impact Color Printing
segment continued to address market pressures by  repositioning its marketing
efforts toward the channels within this segment for which the gross margins were
higher.  In November 1996, the bank credit agreement was amended, the Company
refinanced certain equipment under a sale/leaseback arrangement and a receivable
securitization facility was arranged.  The effects of these transactions are
reflected in the results for the first quarter of 1997.

RESULTS OF OPERATIONS
U.S. Envelope
--------------

The following table presents 1997 historical financial data for the U.S.
Envelope operations of the Company, including the operations of QPP.  The 1996
data includes the historical operations of the Company and the historical
operations of QPP for the three months ended March 31, 1996 which was included
to provide comparability to the 1997 information.
<TABLE>
<CAPTION>
 
                                     QUARTER ENDED MARCH 31,
                                     -----------------------
                                1997                      1996
                                ----                      ----
(DOLLARS IN THOUSANDS)     $            %                $        %
                          -------------------------------------------
<S>                       <C>           <C>          <C>       <C>
 
Net sales                 $139,700      100.0        $151,943  100.0
Cost of sales              108,323       77.5         122,546   80.6
Operating expenses          16,733       12.0          16,549   10.9
Operating income          $ 14,644       10.5        $ 12,848    8.5
 
</TABLE>

QUARTER ENDED MARCH 31, 1997 COMPARED TO THE QUARTER ENDED MARCH 31, 1996

Net sales - Net sales decreased  8.1% for the quarter ended March 31, 1997
compared to the quarter ended March 31, 1996.  The average selling price
decreased 9.0% to $19.46 per thousand units for the quarter ended March 31, 1997
from $21.39 per thousand units for the quarter ended March 31, 1996. The primary
cause for the decrease was lower paper costs of approximately 25%. The paper
price decrease was offset by additional sales of more complex, higher margin
products for which fewer units were sold. Additionally, in the office products
market, the entrance of two additional competitors has put pressure on prices.
Total volume for the U.S. Envelope segment increased 1.1% to 7.2 billion units
in 1997 from 7.1 billion units in 1996. The volume increase occurred despite the
fact that 1997 units reflect the decline of 0.1 million units due to the loss of
a major customer by QPP (which occurred prior to the acquisition of QPP by the
Company). The additional volume is predominantly from the contract stationer
customer group that is growing at a pace faster than the industry as a whole due
to rapid consolidation of small dealers.

                                       9
<PAGE>
 
Cost of sales - Total cost of sales, as a percentage of sales, decreased from
80.6% in 1996 to 77.5% in 1997.  Cost of sales includes material, labor,
manufacturing, depreciation, other manufacturing costs and waste recovery
revenue.  The 25% decrease in average paper costs was the major factor in the
reduction in total cost of sales.  The Company uses material gross margin per
unit (measured on a per thousand envelope basis) and volume of units sold as an
indicator of trends in revenues, since historically the Company has passed on to
its customers changes in its cost of paper.  When measured on a unit basis,
material gross margin increased from $10.92 per thousand units in the first
quarter of 1996 to $11.28 per thousand units for the first quarter of 1997.  The
increase in material gross margin on a unit basis is attributable to the
Company's ability to manage selling price relative to declining paper prices.

Operating expenses - For the quarter ended March 31, 1997, selling and
administrative expenses, as a percent of sales, increased to 11.9% from 11.7%
compared to the same period in 1996. The increase was less than $0.2 million and
includes increases in salaries, profit sharing and health insurance.


Canadian Envelope
-----------------

The following table presents financial information with respect to the Canadian
Envelope operations for the quarters ended March 31, 1997 and 1996.   The 1996
information excludes the operations of PNG for the three months ended March 31,
1996.
<TABLE>
<CAPTION>
                               QUARTER ENDED MARCH 31,
                               -----------------------
                                1997             1996
                                ----             ----
(DOLLARS IN THOUSANDS)      $        %        $        %
                           ------------------------------
<S>                       <C>       <C>     <C>       <C>
 
Net sales                  $31,616  100.0    $22,150  100.0
Cost of sales               22,777   72.0     16,163   73.0
Operating expenses           4,570   14.5      2,984   13.5
Operating income           $ 4,269   13.5    $ 3,003   13.6
 
</TABLE>

QUARTER ENDED MARCH 31, 1997 COMPARED TO THE QUARTER ENDED MARCH 31, 1996

Net sales - The 42.7% increase in net sales for the first quarter ended March
31, 1997 compared to the quarter ended March 31, 1996 was mainly due to the
acquisition of PNG.  Total volume for Supremex (excluding PNG) increased by 4.1%
for the first quarter of 1997 compared to the first quarter of 1996.  The
average selling price decreased 1.7% despite a 15% decrease in paper costs as
compared to the first quarter of 1996.  This decrease in average selling price
was partially offset by a higher average selling price in the courier envelope
division.

Cost of sales - Total cost of sales, as a percentage of sales, decreased from
73.0% to 72.0% in 1997.  Material gross margin increased from $10.57 per
thousand units in the quarter ended March 31, 1996 to $11.29 per thousand units
for the same quarter in 1997.  The higher added value was attributable to the
Company's ability to manage selling price relative to declining paper prices.
The gross profit per thousand units increased 2.2% from 1996.  The general
manufacturing expenses included expenses related to the closure of a plant which
were higher than the amount that had been accrued.  As PNG's operations are
integrated with those of Supremex, the cost of sales (as a percentage of net
sales), is expected to decrease as Supremex's operating strategies are applied
to PNG's operations.


                                       10
<PAGE>
 
Operating expenses -  As a percentage of sales, the operating expenses have
increased to 14.5% of net sales for 1997 from 13.5% of net sales in 1996 due to
the higher cost structure of PNG.  Operating expenses as a percentage of net
sales are expected to decrease as PNG's cost structure is changed to reflect
that of Supremex.  Specifically, PNG's costs for administrative expenses
exceeded the parameters of Supremex's cost structure.

High Impact Color Printing.
---------------------------
 
The following table presents financial information with respect to the High
Impact Color Printing operations for the quarters ended March 31, 1997 and 1996.
The operations of SP are excluded from the results for the quarter ended March
31, 1996.
<TABLE>
<CAPTION>
 
                               QUARTER ENDED MARCH 31,
                               -----------------------
                                1997            1996
                                ----            ----
(DOLLARS IN THOUSANDS)      $        %        $        %
                          -------------------------------
<S>                       <C>       <C>     <C>       <C>
 
Net sales                  $40,716  100.0    $42,898  100.0
Cost of sales               33,702   82.8     36,974   86.2
Operating expenses           5,165   12.7      5,042   11.7
Operating income           $ 1,849    4.5    $   882    2.1
 
</TABLE>

QUARTER ENDED MARCH 31, 1997 COMPARED TO THE QUARTER ENDED MARCH 31, 1996

Net sales - Net sales for the quarter ended March 31, 1997 were $40.7 million, a
5.1% decrease from the prior year.  Net sales produced at SP constituted $12.1
million of the quarter's net sales and represented flat volumes compared with
those of the prior year (before SP was owned by the Company).  Exclusive of SP,
net sales fell short of prior year actual figures by 33%.  This decline is due
to several factors.  The Company has targeted higher margin markets and is
aggressively allocating sales resources to these markets. Operating income
margins for the High Impact Color Printing segment of the Company have increased
to 4.5% of net sales from 2.1% of net sales.  Another factor affecting the
decline in sales dollars was the decrease in paper costs.  The final factor in
the net sales decline is the shift of annual report work from the first quarter
to the second quarter.  Sales recorded for the month of April are unseasonably
strong for annual reports.

Cost of sales - Total cost of sales declined from 86.2% in the first quarter of
1996 to 82.8% in the first quarter of 1996.  Reductions in paper prices, coupled
with improved corporate purchasing power, resulted in lower paper costs of
approximately $6.1 million as compared to the quarter ended March 31, 1996.
Outside tradework declined both as a percentage of revenue and by $2.0 million
in nominal dollars.  A reduction in factory costs constitutes the remainder of
the favorable variance and corresponds largely to the downward movement in
volumes.  Improved control over overtime and factory chargeability also yielded
favorable variances.  SP cost of sales of $10.6 million is included in the 1997
amounts and represents 87.5% of SP's sales.

Operating expenses - Total operating expense is $0.1 million greater than the
amount for the quarter ended March 31, 1996.  The fluctuation includes $1.2
million of operating expenses related to SP offset by $1.1 million in operating
expense reductions implemented by the GAC operations of the High Impact Color
Printing segment.  The reductions include $0.3 million reduction in salary
expense, $0.3 million reduction in bad debt expense and $0.1 million decrease in
insurance expense.  The remaining decrease is due to reductions in other general
and administrative expenses.


                                       11
<PAGE>
 
Consolidated Information
------------------------

The following table presents historical financial information for the Company
and includes the operations of each acquired company from the date of its
acquisition.  The percentage column presents the specific expense items as a
percentage of historical net sales for the year.
<TABLE>
<CAPTION>
                                                    QUARTER ENDED MARCH 31,
                                                    -----------------------
                                                      1997          1996
                                                      ----          ----
(DOLLARS IN THOUSANDS)                              $       %       $      %
                                                 ----------------------------
<S>                                              <C>      <C>    <C>      <C>
 
 
Cost of sales - operating lease expenses         $  596    0.3    $    0  0.0
Operating expenses                                1,955    0.9     1,172  0.6
Amortization expense                              1,112    0.5       946  0.5
Loss on disposal of assets                          871    0.4         0  0.0
Interest expense - debt                           4,554    2.1     7,081  3.7
Interest expense - amortization of deferred
 financing costs                                    724    0.3       732  0.4
Discount on sale of accounts receivable           1,023    0.5         0  0.0
Other (income) expense                             (530)  (0.2)       55  0.0
Income taxes                                      4,428    2.1    $2,062  1.1
 
</TABLE>

Cost of sales - operating lease expenses - Certain property, plant and equipment
of the Company was sold as part of a sales/leaseback transaction. This amount
represents the operating lease payments for the first quarter of 1997. The
operating lease expense is now recorded in a separate line item. This
transaction occurred in the fourth quarter of 1996, thus, there is not a
comparative number in the first quarter of 1996.

Operating expenses - Total operating expenses increased $0.8 million for the
quarter ended March 31, 1997 compared to the quarter ended March 31, 1996. The
increases included $0.2 million in legal expenses for litigation reserves, $0.2
million of shareholders expenses which include the printing of the annual report
and proxy materials and $0.2 million of administrative expenses which includes
sales and benefits. Also included in operating expenses in 1997 is $0.2 million
of administrative expenses related to the accounts receivable securitization
program which includes items such as liquidity fees, trustee fees and audit
expense.

Amortization expense - The amortization expense increased due to the
acquisitions of QPP, PNG and SP and the amortization of the intangibles acquired
in these transactions.

Loss on disposal of assets - The majority of the loss on disposal of assets
relates to $0.8 million of building and equipment costs written off related to
the closing of the Pittsburgh warehouse and reductions in the plants in Salt
Lake City and Chicago.

Interest expense- debt -  The interest expense decreased for the quarter ended
March 31, 1997 as compared to the quarter ended March 31, 1996 primarily as a
result of the lower average bank debt balance which was $132.4 million in 1997
as compared to $218.7 million in 1996.  The bank debt restructuring, the
sale/leaseback transaction and the accounts receivable securitization
transaction resulted in the reduction of outstanding debt balances toward the
end of 1996.  The average interest rate of 7.65% for the quarter ended March 31,
1997 is less than the average interest rate of 8.0% for the same period in 1996.

Discount on sale of accounts receivable - This amount represents the 5.6%
discount paid on the accounts receivable sold under the accounts receivable
securitization program.

                                       12
<PAGE>
 
Other (income) expense - This line item includes a $0.3 million foreign exchange
gain and $0.2 million of interest income earned from the investment of funds in
cash equivalents.

Income taxes - The effective tax rate for the quarter ended March 31, 1997 is
42.5% as compared to an effective tax rate of 42.7% for the quarter ended March
31, 1996.  The effective tax rate for both quarters is higher than the federal
statutory rate due to state and provincial income taxes.  Additionally, certain
goodwill amortization and a portion of the employee stock ownership contribution
is not tax deductible.

LIQUIDITY AND CAPITAL RESOURCES

Historical cash flow - Net cash provided by operating activities was $11.5
million for the quarter ended March 31, 1997 as compared to net cash used in
operating activities of $1.1 million for the quarter ended March 31, 1996.
Capital expenditures totaled $5.6 million for the first quarter of 1997 as
compared to $3.2 million for the first quarter of 1996.  Proceeds from the sale
of property, plant and equipment totaled $2.7 million in 1996 compared to
proceeds of less than $0.1 million for the same period in 1997.

In November 1996, the Company entered into a five year agreement whereby it can
sell, on a revolving basis, an undivided percentage interest in a designated
pool of accounts receivable up to a maximum of $100.0 million. At March 31,
1997, $64.4 million of accounts receivable were sold under this agreement.

Debt obligations - In November 1996, the Company amended its bank credit
agreement which now includes a $30.0 million revolving credit facility, a $C10.0
million revolving credit facility, $135.0 million of term loans, a $30.0 million
acquisition loans facility, a $12.0 million letter of credit facility and an
C$8.0 million letter of credit facility.  As of March 31, 1997, the Company had
borrowed $6.4 million (including $6.0 million in letters of credit) under the
revolving credit facility of the bank credit agreement and $131.5 million under
the term loans. Availability at March 31, 1997 included $36.9 million under the
revolving credit facilities and $30.0 million under the acquisition loan
facility. Interest rates on the Company's bank debt ranged from 5.25% to 8.5% as
of March 31, 1997. The weighted average interest rate on bank debt was 7.65% for
the quarter ended March 31, 1997. The senior subordinated debt balance remained
stable at $85.0 million at an interest rate of 10.5%.

Capital requirements - The Company estimates that, based on current utilization
of its existing equipment and expected demand, it will spend $20.0 to $30.0
million per year on capital expenditures exclusive of acquisitions.

                                       13
<PAGE>
 
PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS - NONE

ITEM 2.     CHANGES IN SECURITIES - NONE

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES - NONE

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS - NONE

ITEM 5.     OTHER INFORMATION - NONE

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K
 
            (A)   EXHIBITS
Exhibit
Number                 Description of Exhibit
------                 ----------------------

3.1      Certificate of Incorporation of the Company, as amended -incorporated
         by reference from Exhibit 3.1 of the Company's Registration Statement
         on Form S-1 dated March 25, 1994.

3.2      Certificate of Amendment of Certificate of Incorporation of the Company
         dated December 8, 1994 - incorporated by reference from Exhibit 3.1 of
         the Company's Registration Statement on Form S-1 dated May 9, 1995.

3.3      Certificate of Amendment of Certificate of Incorporation of the 
         Company - incorporated by reference from Exhibit 3.3 of the Company's
         Registration Statement on Form S-1 dated September 21, 1995.

3.4      Bylaws of the Company - incorporated by reference from Exhibit 3.4 of
         the Company's Registration Statement on Form S-1 dated September 21,
         1995.

4.1      Form of Certificate representing the Common Stock, par value $0.01 per
         share, of the Company - incorporated by reference from Exhibit 4.1 of
         the Company's Registration Statement on Form S-1 dated March 25, 1994.

4.2      Indenture dated February 24, 1994 by and between the Company and
         Shawmut Bank, National Association, as Trustee, with respect to the
         $39,500,000 in aggregate principal amount of Original Senior Deferred
         Coupon Notes and Exchange Senior Deferred Coupon Notes due 2006,
         including the form of Deferred Coupon Note - incorporated by reference
         from Exhibit 4.2 of the Company's Registration Statement on Form S-1
         dated March 25, 1994.

4.3      Indenture dated as of February 24, 1994 by and between M-W Corp. and
         Shawmut Bank, National Association, as Trustee, with respect to the 10-
         1/2% Original Senior Subordinated Notes and the 10-1/2% Exchange Senior
         Subordinated Notes due 2004, including the form of Note and the
         guarantees of the Company, Wisco and Pavey -incorporated by reference
         from Exhibit 4.3 of the Company's Registration Statement on Form S-1
         dated March 25, 1994.

4.3.1    Supplemental Indenture dated July 31, 1995 to the Indenture identified
         in Exhibit 4.3 - incorporated by reference from Exhibit 4.4.1 of the
         Company's Registration Statement on Form S-1 dated September 21, 1995 .

4.3.2    Form of Second Supplemental Indenture to the Indenture identified in
         Exhibit 4.3 -incorporated by reference from Exhibit 4.4.2 of the
         Company's Registration Statement on Form S-1 dated September 21, 1995.

4.4      Form of Stockholders Agreement among the Company and certain holders of
         the Common Stock effective as of February 24, 1994 and Amendment No. 1
         thereto -

                                       14
<PAGE>
 
         incorporated by reference from Exhibit 4.4 of the Company's
         Registration Statement on Form S-1 dated March 25, 1994.
4.5      Form of Employee Stockholders Agreement among the Company and certain
         employee holders of the Common Stock effective as of February 24, 1994
         - incorporated by reference from Exhibit 4.5 of the Company's
         Registration Statement on Form S-1 dated March 25, 1994.
4.6      Form of American Mail-Well Employee Stockholders Agreement among the
         Company and certain holders of the Common Stock - incorporated by
         reference from Exhibit 10.44 of the Company's Registration Statement on
         Form S-1 dated May 9, 1995.
4.7      Form of Registration Rights Agreement among the Company and certain
         holders of the Common Stock effective as of February 24, 1994 -
         incorporated by reference from Exhibit 4.6 of the Company's
         Registration Statement on Form S-1 dated March 25, 1994.
4.8      Form of Registration Rights Agreement among M-W Corp., the Company and
         Merrill Lynch effective as of February 24, 1994 - incorporated by
         reference from Exhibit 4.7 of the Company's Registration Statement on
         Form S-1 dated March 25, 1994.
10.1     Asset Purchase Agreement dated December 7, 1993 by and among GP
         Envelope, G-P, M-W Corp. and the Company, as amended - incorporated by
         reference from Exhibit 10.1 of the Company's Registration Statement on
         Form S-1 dated March 25, 1994.
10.2     Letter Agreement dated December 13, 1993 by and between Sterling, M-W
         Corp. and the Company relating to compensation payable by M-W Corp. and
         the Company to Sterling for services performed in connection with the
         Acquisition and the financing thereof -incorporated by reference from
         Exhibit 10.2 of the Company's Registration Statement on Form S-1 dated
         March 25, 1994.
10.3     Letter Agreement dated December 13, 1993 by and between The Unicorn
         Group and Sterling regarding engagement of The Unicorn Group by
         Sterling -incorporated by reference from Exhibit 10.3 of the Company's
         Registration Statement on Form S-1 dated March 25, 1994.
10.4     Letter Agreement dated December 13, 1993 from Saddle River Capital to
         Sterling regarding engagement of Saddle River Capital by Sterling -
         incorporated by reference from Exhibit 10.4 of the Company's
         Registration Statement on Form S-1 dated March 25, 1994.
10.5     Communications Paper Supply Agreement dated February 24, 1994 between
         G-P and M-W Corp. - incorporated by reference from Exhibit 10.11 of the
         Company's Registration Statement on Form S-1 dated March 25, 1994.
10.6     Computer Services Agreement dated February 24, 1994 between G-P and M-W
         Corp. -incorporated by reference from exhibit 10.12 of the Company's
         Registration Statement on Form S-1 dated March 25, 1994.
10.7     Trademark License Agreement dated February 24, 1994 by and among G-P,
         Great Northern Nekoosa Corporation and M-W Corp. - incorporated by
         reference from Exhibit 10.13 of the Company's Registration Statement on
         Form S-1 dated March 25, 1994.
10.8     Securities Exchange Agreement dated February 22, 1994 by and among the
         Company First Sterling, Unicorn, The Unicorn Group and Gerald F.
         Mahoney, including the form of Escrow Agreement by and among the
         parties to the Securities Exchange Agreement -incorporated by reference
         from Exhibit 10.14 of the Company's Registration Statement on Form S-1
         dated March 25, 1994 .
10.9     Tax Sharing Agreement dated February 24, 1994 among the Company, M-W
         Corp., Wisco and Pavey - incorporated by reference from Exhibit 10.15
         of the Company's Registration Statement on Form S-1 dated March 25,
         1994.
10.10    General Indemnity Agreement between M-W Corp. and Amwest Surety
         Insurance Company together with form of Letter of Credit - incorporated
         by reference from Exhibit 10.16 of the Company's Registration Statement
         on Form S-1 dated March 25, 1994.
10.11    Form of Indemnity Agreement between the Company and each of its
         officers and directors - incorporated by reference from Exhibit 10.17
         of the Company's Registration Statement on Form S-1 dated March 25,
         1994.


                                       15
<PAGE>
 
10.12    Form of Indemnity Agreement between M-W Corp. and each of its officers
         and directors -incorporated by reference from Exhibit 10.18 of the
         Company's Registration Statement on Form S-1 dated March 25, 1994.
10.13    Form of M-W Corp. Employee Stock Ownership Plan effective as of
         February 23, 1994 and related Employee Stock Ownership Plan Trust
         Agreement- incorporated by reference from Exhibit 10.19 of the
         Company's Registration Statement on Form S-1 dated March 25, 1994.
10.14    Form of M-W Corp. 401(k) Savings Retirement Plan - incorporated by
         reference from Exhibit 10.20 of the Company's Registration Statement on
         Form S-1 dated March 25, 1994.
10.15    Company 1994 Stock Option Plan, as amended - incorporated by reference
         from Exhibit 10.15 of the Company's Registration Statement on Form S-1
         dated September 21, 1995.
10.16    Form of the Company Incentive Stock Option Agreement - incorporated by
         reference from Exhibit 10.22 of the Company's Registration Statement on
         Form S-1 dated March 25, 1994.
10.17    Form of the Company Nonqualified Stock Option Agreement -incorporated
         by from Exhibit 10.23 of the Company's Registration Statement on Form
         S-1 dated March 25, 1994.
10.18    Asset Purchase Agreement dated October 31, 1994 by and between American
         and M-W Corp., as amended - incorporated by reference from Exhibit
         10.30 of the Company's Registration Statement on Form S-1 dated May 9,
         1995.
10.19    Transition Services Agreement dated December 19, 1994 by and among CC
         Industries or American and M-W Corp. - incorporated by reference from
         Exhibit 10.31 of the Company's Registration Statement on Form S-1 dated
         May 9, 1995.
10.20    Guaranty dated December 19, 1994, executed by CC Industries in favor of
         M-W Corp. -incorporated by reference from Exhibit 10.33 of the
         Company's Registration Statement on Form S-1 dated May 9, 1995.
10.21    Commitment Letter dated December 19, 1994, from Henry Crown & Company
         to M-W Corp. - incorporated by reference from Exhibit 10.34 of the
         Company's Registration Statement on Form S-1 dated May 9, 1995.
10.22    Second Amended and Restated Credit Agreement dated as of July 31, 1995
         by and among M-W Corp., the banks parties thereto and Banque Paribas,
         as Agent - incorporated by reference from Exhibit 10.22 of the
         Company's Registration Statement on Form S-1 dated September 21, 1995.
10.23    Credit Agreement dated as of July 31, 1995 by and among Supremex, M-W
         Corp., the banks parties thereto and Bank Paribas, as Agent -
         incorporated by reference from Exhibit 10.23 of the Company's
         Registration Statement on Form S-1 dated September 21, 1995.
10.24    Second Amended and Restated Guaranty Agreement dated as of July 31,
         1995, executed by the Company in favor of Banque Paribas, as Agent -
         incorporated by reference from Exhibit 10.24 of the Company's
         Registration Statement on Form S-1 dated September 21, 1995.
10.25    Share Purchase Agreement dated July 20, 1995, by and among the
         shareholders of Supremex, 3159051 Canada Inc. and Schroder Investment
         Canada Limited and Schroder Venture Managers (North America) Inc. -
         incorporated by reference from Exhibit 10.25 of the Company's
         Registration Statement on Form S-1 dated September 21, 1995.
10.26    Indemnification Escrow Agent dated July 31, 1995, by and among 3159051
         Canada Inc., Royal Trust Company of Canada and Schroder Investment
         Canada Limited and Schroder Venture Mangers (North America) Inc. -
         incorporated by reference from Exhibit 10.26 of the Company's'
         Registration Statement on Form S-1 dated September 21, 1995.
10.27    Guaranty dated July 31, 1995, executed by M-W Corp. in favor of
         Schroder Investment Canada Limited and Schroder Venture Mangers (North
         America) Inc., as Agents -incorporated by reference from Exhibit 10.27
         of the Company's Registration Statement on Form S-1 dated September 21,
         1995.

                                       16
<PAGE>
 
 
10.28    Securities Purchase Agreement dated as of August 2, 1995, as amended,
         by and among GAC Acquisition Company, Inc., GAC and the securityholders
         of GAC and McCown De Leeuw & Co., as Agents - incorporated by reference
         from Exhibit 10.28 of the Company's Registration Statement on Form S-1
         dated September 21, 1995.
10.29    Escrow Agreement dated as of August 2, 1995, by and among GAC
         Acquisition Company, Inc., GAC and securityholders of GAC and McCown De
         Leeuw & Co., as Agents - incorporated by reference from Exhibit 10.29
         of the Company's Registration Statement on Form S-1 dated September 21,
         1995.
10.30    Guaranty dated as of August 2, 1995, by M-W Corp. in favor of McCown De
         Leeuw & Co., as Agents - incorporated by reference from Exhibit 10.30
         of the Company's Registration Statement on Form S-1 dated September 21,
         1995.
10.31    Second Amendment to Second Amended and Restated Credit Agreement -
         incorporated by reference from Exhibit 10.31 of the Company's Form 10-Q
         dated March 31, 1996.
10.32    Asset Purchase Agreement dated April 26, 1996 by and between Quality
         Park Products, Inc. and Mail-Well I Corporation - incorporated by
         reference from Exhibit 1 of the Company's Form 8-K dated May 2, 1996.
10.33    Acquisition Agreement and Plan of Share Exchange by and among Graphic
         Arts Center, Inc. and Shepard Poorman Communications Corporation dated
         November 6, 1996 -incorporated by reference from exhibit 10.33 of the
         Company's Form 10-K for the year ended December 31, 1996.
10.34    Amendment No. 1 to Acquisition Agreement and Plan of Share Exchange by
         and among Graphic Arts Center, Inc. and Shepard Poorman Communications
         Corporation dated November 6, 1996- incorporated by reference from
         exhibit 10.34 of the Company's Form 10-K for the year ended December
         31, 1996.
10.35    Asset Purchase Agreement dated as of October 15, 1996 by and between
         Supremex, Inc. and PNG Products, Inc. Pac National Group and PNG
         Envelope Internationale, Inc-incorporated by reference from exhibit
         10.35 of the Company's Form 10-K for the year ended December 31, 1996.
10.36    Master Lease Agreement dated as of August 1, 1996 between General
         Electric Capital Corporation and Mail-Well, Inc., Mail-Well I
         Corporation, Graphic Arts Center, Inc., Mail-Well West, Pavey Envelope
         and Tag Corp., Wisco II, L.L.C and Wisco Envelope Corp- incorporated by
         reference from exhibit 10.36 of the Company's Form 10-K for the year
         ended December 31, 1996.
10.37    Third Amended and Restated Credit Agreement dated as of November 15,
         1996, executed by Mail-Well I Corporation, as Borrower, and Wisco
         Envelope Corp., Pavey Envelope and Tag Corp., Mail-Well West, Inc.,
         Wisco II, L.L.C., Mail-Well Canada Holdings, Inc., Graphic Arts Center,
         Inc. and Wisco III, L.L.C., as Guarantors, in favor of Banque Paribas,
         as Agent, and the Lenders named herein - incorporated by reference from
         exhibit 10.37 of the Company's Form 10-K for the year ended December
         31, 1996.
10.38    Amended and Restated Credit Agreement dated as of November 15, 1996,
         executed by Supremex, Inc., as borrower, and Mail-Well I Corporation
         and Innova Envelope, Inc., as Guarantors, in favor of Banque Paribas,
         as Agent, and the Lenders named herein -incorporated by reference from
         exhibit 10.38 of the Company's Form 10-K for the year ended December
         31, 1996.
10.39    Purchase and Contribution Agreement dated as of November 15, 1996
         between Mail-Well I Corporation, Wisco Envelope Corp., Pavey Envelope
         and Tag Corp., Mail-Well West, Inc., Graphic Arts Center, Inc., Wisco
         III, L.L.C., Supremex, Inc., Innova Envelope, Inc., as Sellers, and
         Mail-Well Trade Receivables Corp., as Purchaser -incorporated by
         reference from exhibit 10.39 of the Company's Form 10-K for the year
         ended December 31, 1996.
10.40    Mail-Well Receivables Master Trust Pooling and Servicing Agreement
         dated as of November 15, 199 by and between Mail-Well Trade Receivables
         Corporation, Seller, Mail-Well I Corporation, Servicer, and Norwest
         Bank Colorado, National Association,

                                       17
<PAGE>
 
 
         Trustee - incorporated by reference from exhibit 10.40 of the Company's
         Form 10-K for the year ended December 31, 1996.
10.41    Series 1996-1 Supplement dated as of November 15, 1996 to Pooling and
         Servicing Agreement, dated as of November 15, 1996, by and between 
         Mail-Well Trade Receivables Corporation, Seller, Mail-Well I
         Corporation, Servicer, and Norwest Bank Colorado, National Association,
         as Trustee on behalf of the Series 1996-1 Certificateholders -
         incorporated by reference from exhibit 10.41 of the Company's Form 10-K
         for the year ended December 31, 1996.
10.42    Series 1996-1 Certificate Purchase Agreement dated as of November 15,
         1996 among Mail-Well Trade Receivables Corporation, as Seller,
         Corporate Receivables Corporation, as Purchaser, Norwest Bank Colorado,
         National Association, as Trustee, and Mail-Well I Corporation, as
         Servicer-incorporated by reference from exhibit 10.42 of the Company's
         Form 10-K for the year ended December 31, 1996.
10.43    Intercreditor Agreement dated as of November 15, 1996 by and among
         Citicorp North America, Inc., as Securitization Company Agent, Banque
         Paribas, New York Branch, as Liquidity Agent, Banque Paribas, as Credit
         Lenders' Agent, Norwest Bank Colorado, National Association, as
         Trustee, Mail-Well Trade Receivables Corporation, as Servicer,
         originator and Mail-Well Credit Borrower, Supremex, Inc., as the
         Supremex Credit Borrower and the other parties hereto - incorporated by
         reference from exhibit 10.43 of the Company's Form 10-K for the year
         ended December 31, 1996.
10.44    Series 1996-1 Asset Purchase Agreement among Corporate Receivables
         Corporation, the Liquidity Providers Parties hereto, Citicorp North
         America, Inc., as Securitization Company Agent, Banque Paribas, New
         York Branch, as Liquidity Agent, and Norwest Bank Colorado, National
         Association, as trustee, dated as of November 15, 1996 -incorporated by
         reference from exhibit 10.44 of the Company's Form 10-K for the year
         ended December 31, 1996.
10.45    Participation Agreement dated as of November 15, 1996 among Mail-Well I
         Corporation, as Lessee and Guarantor, Certain Subsidiaries of Mail-Well
         I Corporation, as Subsidiary Guarantors, Paribas Properties, Inc., as
         Lessor, Various Financial Institutions Identified herein, as Equity
         Lenders, Various Financial Institutions Identified herein, as Financing
         Lenders and Banque Paribas, as Agent for the Financing Lenders and
         Equity Lenders -incorporated by reference from exhibit 10.45 of the
         Company's Form 10-K for the year ended December 31, 1996.
10.46    Loan Agreement dated as of November 15, 1996 among Paribas Properties,
         Inc., as Lessor, Various Financial Institutions Identified herein, as
         Financing Lenders, Various Financial Institutions Identified herein, as
         Equity Lenders, and Banque Paribas, as Agent for the Lenders -
         incorporated by reference from exhibit 10.46 of the Company's Form 10-K
         for the year ended December 31, 1996.
10.47    Master Equipment Lease and Security Agreement dated November 15, 1996
         between Mail-Well I Corporation, as the Lessee or Debtor and Paribas
         Properties, Inc., as the Lessor or Secured Party - incorporated by
         reference from exhibit 10.47 of the Company's Form 10-K for the year
         ended December 31, 1996.
10.48    Security Agreement (Second and Subordinated Security Interest) made and
         entered into by Paribas Properties, Inc. and Mail-Well I Corporation,
         as Debtors, and Banque Paribas, as Agent for Secured Party date
         November 15, 1996 - incorporated by reference from exhibit 10.48 of the
         Company's Form 10-K for the year ended December 31, 1996.
10.49    Appendix A to Participation Agreement, Master Lease, and Loan 
         Agreement - incorporated by reference from exhibit 10.49 of the
         Company's Form 10-K for the year ended December 31, 1996.
10.50    Lease Facility Guaranty dated as of November 15, 1996 made by Mail-Well
         I Corporation, Mail-Well, Inc. and certain of their Subsidiaries, as
         Guarantors, in favor of Various Financial Institutions, as the Lenders,
         and Banque Paribas, as Agent for the Lenders - incorporated by
         reference from exhibit 10.50 of the Company's Form 10-K for the year
         ended December 31, 1996.


                                       18
<PAGE>
 
 
10.51    Assignment of Lease and rent dated as of November 15, 1996 from Paribas
         Properties, Inc., as Assignor to Banque Paribas, as Agent for the
         Lenders, as Assignee - incorporated by reference from exhibit 10.51 of
         the Company's Form 10-K for the year ended December 31, 1996.
10.52    Security Agreement (First and Prior Security Interest) made and entered
         into by Paribas Properties, Inc. and Mail-Well I Corporation, as
         Debtors, and Banque Paribas, as Agent for Secured Party dated November
         15, 1996 - incorporated by reference from exhibit 10.52 of the
         Company's Form 10-K for the year ended December 31, 1996.
10.53    Bill of Sale and Assignment of Equipment made and entered into on this
         15th day of November, 1996 by Mail-Well I Corporation to and for the
         benefit of Paribas Properties, Inc. - incorporated by reference from
         exhibit 10.53 of the Company's Form 10-K for the year ended December
         31, 1996.
10.54*   1997 Non-Qualified Stock Option Plan
10.55*   1997 Non-Qualified Stock Option Agreement
____________
*  Filed herewith.



   (B)   REPORTS ON FORM 8-K

         None.

 

 

                                      19
<PAGE>
 
 
SIGNATURES

Pursuant to the requirements 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.

                                      MAIL-WELL I CORPORATION
                                      (Registrant)


                                      By /s/   PAUL V. REILLY
                                         ----------------------
                                         Paul V. Reilly
                                         Senior Vice President, 
                                         Chief Financial Officer


May 13, 1997


                                       20