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

                                    FORM 10-K

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
                                       or
            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from _____________ to _______________

                          Commission file number 1-9487

                             ATLANTIS PLASTICS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                   FLORIDA                                  06-1088270
      --------------------------------                 -------------------
        (State or other jurisdiction                    (I.R.S. Employer
      of incorporation or organization)                Identification No.)

 1870 THE EXCHANGE, SUITE 200, ATLANTA, GEORGIA               30339
 ----------------------------------------------            ----------
  (Address of principal executive offices)                 (Zip Code)

       (Registrant's telephone number, including area code) (800) 497-7659

           Securities registered pursuant to Section 12(b) of the Act:

                                                  Name of each exchange
         TITLE OF EACH CLASS                       on which registered
      ------------------------                   -----------------------
        CLASS A COMMON STOCK,                    AMERICAN STOCK EXCHANGE
      $.10 PAR VALUE PER SHARE                   PACIFIC STOCK EXCHANGE

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

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

   The aggregate market value of shares of Class A Common Stock held by
non-affiliates of the registrant as of January 31, 1999, was approximately $
24,288,255 based on a $ 8.69 average of the high and low sales prices for the
Class A Common Stock on the American Stock Exchange on such date. For purposes
of this computation, all executive officers, directors, and greater than 5%
beneficial owners of the Class A Common Stock of the registrant have been deemed
to be affiliates. Such determination should not be deemed to be an admission
that such directors, officers, or greater than 5% beneficial owners are, in
fact, affiliates of the registrant.

   The number of shares of Class A Common Stock, $.10 par value, and Class B
Common Stock, $.10 par value, of the registrant outstanding as of January 31,
1999 were 4,538,054 and 2,918,043, respectively.

                      DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the following document have been incorporated by reference into the
parts indicated: The registrant's Proxy Statement to be filed with the
Securities and Exchange Commission not later than 120 days after the end of the
fiscal year covered by this report - Part III.

                                  Page 1 of 45
                        Exhibit index located on page 45

<PAGE>

                                 INDEX TO ITEMS

                                                                            PAGE
PART I                                                                      ----
------

Item 1.     Business....................................................      3

Item 2.     Properties..................................................      8

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

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

PART II
-------

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

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

Item 7.     Management's Discussion and Analysis of
            Financial Condition and Results of
            Operations..................................................     10

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

Item 8.     Financial Statements and Supplementary Data.................     16

Item 9.     Changes in and Disagreements with
            Accountants on Accounting and
            Financial Disclosure........................................     34

PART III
--------

Item 10.    Directors and Executive Officers of
            the Registrant..............................................     35

Item 11.    Executive Compensation......................................     35

Item 12.    Security Ownership of Certain Beneficial
            Owners and Management.......................................     35

Item 13.    Certain Relationships and Related
            Transactions................................................     35

PART IV
-------

Item 14.    Exhibits, Financial Statement Schedules,
            and Reports on Form 8-K.....................................     35

Signatures..............................................................     44

                                      -2-

<PAGE>

                                     PART I

      This Annual Report on Form 10-K contains forward-looking statements within
the meaning of that term in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Additional written or oral
forward-looking statements may be made by the Company from time to time, in
filings with the Securities Exchange Commission or otherwise. Statements
contained herein that are not historical facts are forward-looking statements
made pursuant to the safe harbor provisions referenced above.

      Forward-looking statements may include, but are not limited to,
projections of revenues, income or losses, capital expenditures, plans for
future operations, financing needs or plans, compliance with financial covenants
in loan agreements, plans for liquidation or sale of assets or businesses, plans
relating to products or services of the Company, assessments of materiality,
predictions of future events, the ability to obtain additional financing, the
Company's ability to meet obligations as they become due, the impact of pending
and possible litigation, as well as assumptions relating to the foregoing. In
addition, when used in this discussion, the words "anticipates," "believes,"
"estimates," "expects," "intends," "plans" and similar expressions are intended
to identify forward-looking statements. Forward-looking statements are
inherently subject to risks and uncertainties, including, but not limited to,
the impact of leverage, dependence on major customers, fluctuating demand for
the Company's products, risks in product and technology development, fluctuating
resin prices, competition, litigation, labor disputes, capital requirements, and
other risk factors detailed in the Company's Securities and Exchange Commission
filings, some of which cannot be predicted or quantified based on current
expectations.

      Consequently, future events and actual results could differ materially
from those set forth in, contemplated by, or underlying the forward-looking
statements. Statements in this Annual Report, particularly in Item 1. Business,
Item 2. Properties, Item 3. Legal Proceedings, Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations, and Item 7A.
Quantitative and Qualitative Disclosures About Market Risk describe factors,
among others, that could contribute to or cause such differences.

      Readers are cautioned not to place undue reliance on any forward-looking
statements contained herein, which speak only as of the date hereof. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

ITEM 1. BUSINESS

THE COMPANY
      Atlantis Plastics, Inc., a Florida corporation, and its subsidiaries (all
of which are wholly owned) ("Atlantis" or the "Company"), is a leading U.S.
plastics manufacturer consisting of two operating segments: (i) Atlantis Plastic
Films, which produces polyethylene stretch and custom films used in a variety of
industrial and consumer applications, and (ii) Atlantis Molded Plastics, which
produces molded plastic products for a variety of applications, including
products and components for the appliance, automotive, building supply, and
recreational vehicle industries.

      Atlantis Plastic Films, which accounted for approximately 70% of the
Company's net sales in 1998, produces: (i) stretch films (multilayer plastic
films that are used principally to wrap pallets of materials for shipping or
storage), (ii) custom film products (high-grade laminating films, embossed
films, and specialty film products targeted primarily to industrial and
packaging markets), and (iii) institutional products such as aprons, gloves, and
tablecloths which are converted from polyethylene films.

      Atlantis Molded Plastics, which accounted for approximately 30% of the
Company's net sales in 1998, consists of two principal technologies, serving a
wide variety of specific market segments, described as follows: (i) injection
molded thermoplastic parts that are sold primarily to original equipment
manufacturers and used in major household goods and appliances, power tools,
agricultural and automotive products, and (ii) a variety of custom and
proprietary extruded plastic parts for both trim and functional applications
(profile extrusion) that are incorporated into a broad range of consumer and
commercial products such as recreational vehicles, residential windows and
doors, office furniture, building supplies, and retail store fixtures. Plastic
Containers, Inc. ("PCI"), the Company's manufacturer of blow molded milk, juice,
water, and industrial containers, was sold in November 1996.

                                      -3-

<PAGE>

      Profiles of the Company's businesses are outlined within the "Market
Capabilities" section below. Descriptions of the Company's facilities are set
forth within Item 2, "Properties". The Company's corporate headquarters office
is located at 1870 The Exchange, Suite 200, Atlanta, Georgia 30339, and its
telephone number is (800) 497-7659.

STRATEGIC OPERATING PLAN
     During 1998, the Company focused on the following strategies: (1) improving
sales in its stretch film unit by capitalizing on expanded distribution and an
improved product line; (2) improving gross margins in its films businesses; (3)
improving operational and quality controls; (4) expanding sales and increasing
throughput in its injection molding unit; and (5) generating significant sales
growth of high margin proprietary products in its profile extrusion operation.
Additionally, Atlantis focused on planning for longer-term manufacturing needs
in films and profile extrusion.

     As a result of this focus, the following results were achieved: (1) stretch
film increased its unit volume by 3.4% for the year ended December 31, 1998,
including increases of over 8% in both the 3rd and 4th quarters of 1998 compared
with comparable periods in 1997; (2) due in part to improved price management
and product mix management, gross margins in Atlantis' films business increased
to 20% in 1998 compared with 15% in 1997; for the 4th quarter of 1998, gross
margins in films was approximately 22%; (3) stretch film reduced its customer
return rate by approximately 50%, while custom films reduced its returns by over
20%; and (4) injection molding increased its net sales by 8% compared with 1997.
Additionally, by December 31, 1998, Year 2000 ("Y2K") compliant software was
installed successfully in seven of the Company's twelve facilities. See Item 7.
"Liquidity and Capital Resources".

     However, uneven distribution of volume adversely affected throughput in
injection molding. Two plants servicing Whirlpool Corporation ("Whirlpool")
increased sales 35% while volume at Atlantis' Warren, OH plant dropped 32%. This
shift in volume led to severe production inefficiencies that were successfully
corrected in the second half of 1998. While the Company's profile extrusion unit
increased its sales by 11%, growth in proprietary building products fell short
of expectations due to problems associated with launching the unit's "brick
mold" and "garage mold" products. During 1998, the injection molding unit
developed a "half round" accent panel for distribution to the building products
industry through distribution channels previously established by the profile
extrusion unit.

BUSINESS GROWTH AND PROFIT IMPROVEMENT STRATEGIES
     For 1999, the Company's strategies are: (1) increasing capacity, while
improving geographic delivery capabilities and modernizing production
facilities, in the stretch film unit; (2) increasing capacity, particularly with
coextrusion capability in the custom film unit; (3) continue to improve results
of the injection molding unit, through increased volume and production
efficiencies; (4) successfully introduce the above mentioned "half round" accent
panel; (5) improve the labor force in the profile extrusion facility to ensure
that expansion can be successfully implemented,; and (6) complete necessary
systems changes to convert remaining systems to a Y2K compliant status. The
Company's business plans and goals for 1999 will emphasize the following
elements:

      STRETCH FILM - With regard to the Company's first 1999 strategy delineated
above, this unit is evaluating alternative sites for a manufacturing facility
that would be located in the western region of the United States. At present,
the western region is serviced out of the unit's two Tulsa, OK facilities. The
resultant extended delivery distances significantly increase the unit's freight
costs and negatively impact delivery timeliness. A facility located in this
region should alleviate these problems and allow the unit to increase
substantially its market share in this region. Plans also are being developed
for an additional 120" cast coextrusion line to increase the unit's capacity.
Simultaneously, the Company is evaluating acquisition alternatives in the
stretch film market that would satisfy Atlantis' need for a facility in the
western region, increased capacity, and more modern extrusion lines to replace
some of the unit's older lines. In 1999, the unit also is planning to introduce
new products targeted at the roll wrapping market.

      CUSTOM FILM AND INSTITUTIONAL PRODUCTS - During 1998, the custom film unit
started converting one of its monolayer lines in its Mankato, MN facility to
coextrusion. The retrofitted line is expected to initiate production in the
second quarter of 1999. Additionally, the Mankato, MN facility is evaluating the
purchase of a new coextrusion line for delivery in the 4th quarter of 1999. The
unit's only existing coextrusion line is located in its Cartersville, GA
facility. Successful conversion of this retrofitted line and introduction of a
new line, while maintaining production capacity and gross margins is critical to
the unit's success in 1999. The Company is evaluating acquisition alternatives
that would mitigate the need for a new coextrusion line in Mankato. Due, in
part, to efforts required to install a new distribution, accounting, and
resource planning ("ERP") system ("QAD") that is Y2K compliant, efforts to
qualify the Company's two custom film facilities and its institutional products
facility for ISO 9002 certification were deferred. Present plans call for
qualification of the two custom film facilities in 1999, and the institutional
products facility thereafter.

                                      -4-

<PAGE>

      INJECTION MOLDING - The Company's injection molding operations experienced
considerable difficulties implementing increased production volume required
under the incremental Whirlpool contract awarded in 1997. The operational
problems that manifested themselves in 1997 and the first half of 1998 were
corrected during the second half of 1998. Additionally, the previously mentioned
decline in sales in the unit's Warren, OH facility resulted in operating losses
in this facility through the first three quarters of 1998. New volume has since
been awarded to the Warren plant and production of the above-mentioned "half
round" accent panel was transferred to Warren in February 1999. Key strategies
for injection molding for 1999 are to continue to improve operational
efficiencies and controls in all facilities, successfully introduce new business
already awarded or under negotiation, and successfully introduce the
"half-round" accent panel.

      PROFILE EXTRUSION - During 1998, the profile extrusion unit increased its
sales by 11% over 1997 on the strength of its recreational vehicle and building
construction market segments. Further growth was constrained by a lack of
qualified labor in the Elkhart, IN area. The unit is testing a number of
programs to improve its access to the labor market. These programs must achieve
results before the unit can implement an expansion of its production facility.
Additionally, the unit, in conjunction with the injection-molding unit, has
created a focused marketing team to provide a transition from custom processing
to product marketing.

MARKET CAPABILITIES

      STRETCH FILMS. Utilizing two plants in Tulsa, OK and one plant in
Nicholasville, KY, Atlantis manufactures multilayer stretch film used
principally to wrap pallets of material for storage or shipping. Stretch film is
made from a combination of polyethylene resins and other materials and is
manufactured using both blown and cast extrusion processes to meet rigid
customer specifications. The resulting product is a very thin film, which
stretches up to 300%, clings to itself, and is puncture resistant.

      Atlantis purchases several types of linear low-density resins and other
materials to manufacture its stretch film products. The Company has contracts
with resin manufacturers, which allow it to achieve what it believes to be the
best combination of price, resin availability, and new product development
support. Management believes its relationships with its resin suppliers are
good.

     The Company's stretch film products are sold primarily by direct sales
personnel to industrial packaging distributors and, to a lesser degree, to
end-users. Since a majority of its products is sold to distributors, Atlantis
places particular emphasis on assisting distributors in sales to end-users.

      CUSTOM FILMS. Utilizing two plants located in Cartersville, GA and
Mankato, MN, Atlantis manufactures both low density and linear low-density
polyethylene films for a wide variety of packaging applications.

      Approximately 20 different types of resin, delivered in pellet form, and
approximately 10 types of additives are used in the manufacturing process.
Atlantis has supply contracts that fulfill most of its present requirements and
believes that it has adequate sources available to meet remaining raw material
needs. Management believes its relationships with its resin suppliers are good.

      Atlantis has an internal sales staff to market its film products. Most
custom film customers are in industrial markets and consume the film during
their manufacturing and/or delivery processes. Significant growth is planned for
the converter market segment, where film is part of the end use product.

      Atlantis also converts film into institutional products such as plastic
gloves, aprons, and tablecloths at a second manufacturing facility located in
Mankato, MN. During the last several years, Atlantis has become one of the
largest producers of polyethylene products for institutional food handling
markets. With vertical integration of film supply and continued capital
investment in automation, the Company believes that this business unit enjoys a
low cost leadership position.

      INJECTION MOLDING. Atlantis produces custom thermoplastic parts by
injection molding. These parts are used in large and small appliances
(refrigerators, air conditioners, dehumidifiers, dishwashers, and microwave
ovens), agricultural and automotive products, and hand-held power tools.

      Atlantis operates molding presses ranging from 30 to 1,000 tons and
related secondary equipment at four plants located in Henderson, KY; Ft. Smith,
AR; Warren, OH; and Jackson, TN. This wide variety of equipment configurations
and plant locations enable it to fulfill customer requirements, including
multiple components, various press sizes, and secondary operations. During
September 1997 the Nashville, TN injection molding facility was closed.

      During 1998, approximately 54% of the injection molding unit's net sales
(12% of the Company's net sales) were to Whirlpool. Although the injection
molding unit has been a supplier to Whirlpool for over 40 years, there can be no
assurance

                                       -5-
<PAGE>

that a significant reduction in Whirlpool's volume, or the loss of Whirlpool as
a customer, would not have a material adverse effect on the Company's financial
condition or results of operations.

      The injection molding unit maintains an in-house sales and engineering
staff which assists in the design of products to customer specifications,
designs molds to produce those products, and oversees the construction of
necessary molds. Its "program management" concept promotes early involvement
with customers' engineers to assist with product and tooling design and the
establishment of acceptable quality standards. Its Statistical Process Control
("SPC") systems enable it to meet these established quality standards on a
cost-efficient basis. Management believes that its ability to offer SPC quality
assurance, as well as value-added secondary operations such as hot stamping,
silk screening, and assembly provide a competitive advantage in selling to
national accounts.

      Company personnel generate the majority of sales. Independent sales
representatives, calling primarily on industrial customers in the Midwest,
account for the balance.

      The Company's injection molding customers generally place orders for goods
based on their production requirements for the following three to four months,
with a non-binding estimate of requirements over six to twelve months.
Management believes that the relatively long production cycles for its customers
make these estimates reliable. See "Backlog".

      A wide variety of materials, such as ABS, polystyrene, polyethylene,
polycarbonate, and nylon are used in the manufacturing process. The Company has
multiple sources of supply for these materials.

      PROFILE EXTRUSION. At its Elkhart, IN manufacturing facility, Atlantis
produces a variety of extruded plastic parts for both trim and functional
applications that are incorporated into a broad range of consumer and commercial
products. The profile extrusion unit utilizes approximately 2,000 different dies
in fulfilling customer orders, and currently maintains a stock program for
approximately 280 products. As discussed above, in 1998 the unit manufactured
and sold three lines of proprietary products, which accounted for 8% of the
unit's net sales.

      In-house sales personnel who oversee a network of independent sales
representatives conduct this unit's marketing and sales activities. These
representatives in turn call on a diversified customer base in approximately 30
states. Atlantis supplies many industries, including manufacturers of
recreational vehicles, residential windows and doors, office furniture, retail
store fixtures, building supplies, and marine products.

      The use of only five basic types of compound materials in manufacturing
allows the purchasing of materials in bulk, thereby reducing costs. These
materials are polyvinyl chloride in rigid and flexible forms, polyethylene,
polypropylene, and thermoplastic rubber. Atlantis believes that it has adequate
sources available to meet its raw material needs.

RAW MATERIALS
      The primary raw materials used by the Company in the manufacture of its
products are various plastic resins, primarily polyethylene. The Company selects
its suppliers primarily on the basis of quality, price, technical support, and
service. Virtually all of the Company's plastic resin supplies are manufactured
within the United States. Although the plastics industry has from time to time
experienced shortages of plastic resins, the Company has not to date experienced
any such shortages. Management believes that there are adequate sources
available to meet its raw material needs.

      The Company uses over 300 million pounds of plastic resins annually.
Management believes that the Company's large volume purchases of plastic resin
have generally resulted in lower raw material costs and enabled it to obtain
shipments of raw materials even in periods of short supply.

      The primary plastic resins used by the Company are produced from
petrochemical feedstock mostly derived from natural gas liquids. Based on the
supply and demand cycles in the petrochemical industry, substantial cyclical
price fluctuations can occur. Consequently, plastic resin prices often
fluctuate, and such prices fluctuated significantly during the 1996-1998 period.

      While the Company has historically passed through changes in the cost of
its raw materials to its customers in the form of price increases, there is no
assurance that the Company will be able to continue such pass throughs, or such
pass throughs may only occur after a time lag. To the extent that increases in
the cost of plastic resin cannot be passed on to its customers, or that the
duration of time lags associated with a pass through becomes significant, such
increases may have a material detrimental impact on the profitability of the
Company. Furthermore, during periods when resin prices are falling, gross
profits may suffer since the Company is selling product manufactured with resin
purchased one to two months prior at higher prices.

                                      -6-
<PAGE>

COMPETITION
      The Company's operating units face intense competition from numerous
competitors, several of which have greater financial resources than Atlantis. In
addition, the markets for certain of the Company's products are characterized by
low cost of entry, or competition based primarily on price.

      Atlantis Plastic Films competes with a limited number of producers capable
of national distribution and a greater number of smaller manufacturers that
target specific regional markets and specialty film segments. Competition is
based on quality, price, service (including the manufacturer's ability to supply
customers in a timely manner), and product differentiation. Management believes
the Atlantis Plastic Film units successfully compete on the basis of their
established reputations for service and quality, as well as their respective
positions as efficient, low-cost producers.

      Atlantis Molded Plastics competes in a highly fragmented segment of the
plastics industry, with a large number of regional manufacturers competing on
the basis of customer service (including timely delivery and engineering/design
capabilities), quality, product differentiation, and price. Management believes
that the Molded Plastics units successfully compete based on their ability to
offer extensive customer service, manufacturing efficiencies, and a wide variety
of products.

BACKLOG
      The Company's total backlog at December 31, 1998 was $16.2 million,
compared to approximately $17.7 million at December 31, 1997. Management does
not consider any specific month's backlog to be a significant indicator of sales
trends due to the various factors that influence backlog, such as price changes,
which lead to customer inventory adjustments.

EMPLOYEES
      As of December 31, 1998 the Company employed approximately 1,200 persons.
The Company believes that relations with its employees are satisfactory.

PATENTS AND TRADEMARKS
      The Company has registered various trademarks with the United States
Patent and Trademark Office and certain overseas trademark regulatory agencies.
The Company also has applications pending for the registration of patents and
other trademarks. Management believes that the Company's trademark position is
adequately protected in all markets in which the Company does business. Atlantis
Plastic Films produces certain stretch film products under non-exclusive
licenses granted by Mobil Oil Corporation, which are coterminous with the
duration of Mobil's underlying patents.

ENVIRONMENTAL REGULATION
      Actions by Federal, state, and local governments concerning environmental
matters could result in laws or regulations that could increase the cost of
producing the products manufactured by the Company or otherwise adversely affect
the demand for its products. At present, environmental laws and regulations do
not have a material adverse effect upon the demand for the Company's products.
Certain local governments have adopted ordinances prohibiting or restricting the
use or disposal of certain plastic products that are among the types produced by
the Company. If such prohibitions or restrictions were widely adopted, it could
have a material adverse effect upon the Company. In addition, a decline in
consumer preference for plastic products due to environmental considerations
could have a material adverse effect upon the Company.

      In addition, certain of the Company's operations are subject to Federal,
state, and local environmental laws and regulations that impose limitations on
the discharge of pollutants into the air and water and establish standards for
the treatment, storage, and disposal of solid and hazardous wastes.
Historically, the Company has not had to make significant capital expenditures
for compliance with such laws and regulations.

      While the Company cannot predict with any certainty its future capital
expenditure requirements for environmental regulatory compliance because of
continually changing compliance standards and technology, the Company has not
currently identified any of its facilities as requiring major expenditures for
environmental remediation or to achieve compliance with environmental
regulations. Accordingly, the Company has not accrued any amounts relating to
achieving compliance with currently promulgated environmental laws and
regulations. The Company does not currently have any insurance coverage for
environmental liabilities and does not anticipate obtaining such coverage in the
future.

                                      -7-
<PAGE>

ITEM 2. PROPERTIES
      The Atlanta headquarters office consists of approximately 9,250 square
feet of space, with a present annual lease expense of approximately $116,000,
expiring in May 2002.

      Prior to January 1, 1998, the Company shared office space with other
Miami-based affiliates of Trivest, Inc. ("Trivest"), an entity controlled by
Earl W. Powell and Phillip T. George, directors and major stockholders of the
Company. In April 1998, the Company assigned the lease for this Miami premises
to Trivest II, Inc. ("Trivest II"), an affiliate of Trivest.

      The following table describes the manufacturing facilities owned or leased
by the Company as of December 31, 1998. Substantially all of the owned
facilities are pledged as collateral for debt. Management believes that the
Company's manufacturing facilities are adequate to meet current needs and
increases in sales volume for the foreseeable future, except in the Company's
Stretch Film and Profile Extrusion units where additional facilities will be
required to meet anticipated demand starting in year 2000. See Item 1. "Business
Growth and Profit Improvement Strategies".

SEGMENT AND LOCATION                                    OWNED OR   BUILDING AREA
                                                         LEASED    (SQUARE FEET)
                                                        --------   -------------
ATLANTIS PLASTIC FILMS:
Stretch Film, Tulsa, Oklahoma (two facilities)....       Owned        189,300
Stretch Film, Nicholasville, Kentucky.............       Owned        109,500
Custom Film, Mankato, Minnesota...................       Owned        140,000
Institutional Products, Mankato, Minnesota........       Leased        65,000
Custom Film, Cartersville, Georgia................       Leased        58,500

ATLANTIS MOLDED PLASTICS:
Injection Molding, Henderson, Kentucky............       Owned        118,238
Injection Molding, Jackson, Tennessee.............       Owned         56,129
Injection Molding, Ft. Smith, Arkansas............       Owned        158,500
Injection Molding, Warren, Ohio...................       Owned         54,000
Profile Extrusion, Elkhart, Indiana...............       Owned         87,900

ITEM 3. LEGAL PROCEEDINGS
      The Company is not presently a party to any litigation the outcome of
which would have a material adverse effect on the Company's consolidated
financial condition or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
      No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the quarter ended December 31,
1998.

                                      -8-
<PAGE>

                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
      The Company's Class A Common Stock is traded on the American Stock
Exchange (the "AMEX") and the Pacific Stock Exchange under the symbol "AGH". The
following table sets forth the high and low sales prices for the Class A Common
Stock on the AMEX for each quarter of the years 1997 and 1998:

                                            HIGH                    LOW
                                            ----                    ---
1997
    First Quarter                        $ 10 1/2                 $8 1/4
    Second Quarter                          8 7/16                 5 3/4
    Third Quarter                           7 1/8                  5
    Fourth Quarter                          6 11/16                5

1998
    First Quarter                           7 1/4                  4 3/4
    Second Quarter                          9 1/8                  6 1/8
    Third Quarter                           8                      6
    Fourth Quarter                          8 3/8                  5 3/4

      There is no public market for the Company's Class B Common Stock. Each
share of Class B Common Stock is convertible, at the option of the holder, into
one share of Class A Common Stock.

      As of January 31, 1999, there were approximately 190 holders of record of
Class A Common Stock and 13 holders of record of the Class B Common Stock.

      Covenants relating to the Company's 11% Senior Notes and its revolving
credit facility restrict the Company from paying dividends, incurring new debt,
repurchasing stock, or taking certain other actions unless specified interest
coverage ratio and other tests are met. During 1996 and 1997, a decline in
operating profitability caused the Company to fall below the interest coverage
ratio requirement for the trailing four quarter periods ended December 31, 1995,
March 31 and June 30, 1996, and June 30 and September 30, 1997. Accordingly,
during the quarters following these dates, the Company could not pay dividends,
and its ability to incur new debt or take certain other actions was restricted.
The Company has met the interest coverage ratio requirement for the trailing
four quarters ended December 31, 1997 and all subsequent quarters, and is
therefore currently able to, among other things, pay dividends, repurchase
stock, and incur new debt.

PREFERRED STOCK
      In January 1997, the Company issued a mandatory conversion notice to the
holder of the 20,000 outstanding shares of the Company's Series A Preferred
Stock ("Preferred Stock"). The Preferred Stock was convertible into 210,244
shares of Class A Common Stock. After issuing the mandatory conversion notice,
the Company reached an agreement with the Preferred Stock holder to repurchase
all of the common shares resulting from the conversion notice for $2 million
(the original price paid for the Preferred Stock by the holder), and completed
the repurchase in late March, 1997.

      Prior to this conversion and repurchase, the Company's Preferred Stock
entitled the holder to an annual cumulative dividend payable in equal semiannual
installments of $72,500 on April 15 and October 15 of each year. As discussed
above, the Company was prohibited from paying preferred dividends during the
period that it was unable to meet the interest coverage ratio requirement
relating to its 11% Senior Notes on a trailing four quarters basis. Since the
Company met the requirement as of September 30, 1996, during October 1996 the
Company paid the April 15 and October 15, 1996 Preferred Stock dividend
payments.

COMMON STOCK
      In November 1996, the Board of Directors authorized the repurchase of up
to 1,000,000 shares of Atlantis Class A Common Stock, or 14% of the 7.1 million
shares of Class A and Class B Common Stock then outstanding. During 1998, the
Company repurchased 222,200 shares for total consideration of approximately $1.8
million. Through December 1998, the

                                      -9-
<PAGE>

Company had repurchased 542,544 shares (including the 210,244 common shares
issued in connection with the conversion of Preferred Stock, as described
above), and options for 55,125 shares, for total consideration of approximately
$5.1 million.

ITEM 6. SELECTED FINANCIAL DATA

      The following table summarizes certain selected consolidated financial
data of the Company for each of the years in the five-year period ended December
31, 1998. The selected consolidated financial data as of December 31, 1998 and
for the year ended December 31, 1998 have been derived from the Company's
financial statements included in Item 8, which were audited by Ernst & Young
LLP, independent auditors for the Company. The selected consolidated financial
data as of December 31, 1997 and 1996 and for each of the two years in the
period ended December 31, 1997 have been derived from the Company's financial
statements included in Item 8, which were audited by Coopers & Lybrand L.L.P.,
former independent accountants for the Company. The selected consolidated
financial data should be read in conjunction with the Company's Consolidated
Financial Statements and the Notes thereto for the three-year period ended
December 31, 1998, included in Item 8, and Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations".

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,                  1998     1997      1996      1995      1994
-----------------------------------------------------------------------------------------
(in millions, except per share data)
<S>                                      <C>       <C>      <C>       <C>       <C>
INCOME DATA
     Net Sales                          $250.8    $256.1    $267.1    $281.1    $260.8
     Income (Loss) from Continuing
       Operations                          6.7       0.3       8.1     (13.6)      5.2
     Net Income (Loss)                     6.3       0.4       8.1     (13.1)      6.4

PER SHARE DATA
     Income (Loss) from Continuing
       Operations
          Basic Earnings per Common
            Share                        $0.90     $0.04     $1.12    ($1.93)    $0.71
          Diluted Earnings per
            Common Share                 $0.87     $0.04     $1.04    ($1.93)    $0.67
     Net Income (Loss)
          Basic Earnings per Common
            Share                        $0.85     $0.06     $1.12    ($1.86)    $0.88
          Diluted Earnings per
            Common Share                 $0.81     $0.05     $1.05    ($1.86)    $0.83

FINANCIAL DATA
     Total Assets*                      $159.2    $170.9    $177.9    $180.5    $211.5
     Total Debt*                          87.2     105.1     107.9     116.5     129.2
     Cash Dividends Declared per
       Common Share                     $   --    $   --    $   --    $ 0.08    $ 0.10
</TABLE>
*as of year end

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

      Atlantis is a leading U.S. manufacturer of polyethylene stretch and custom
films used in a variety of industrial and consumer applications and molded
plastic products for the appliance, automotive, recreational vehicle, building
supply, and residential window industries.

      Discontinued operations relate to Western Pioneer, the Company's
California property-casualty insurance subsidiary that was sold on August 31,
1995. See Note 16 of Notes to Consolidated Financial Statements.

      During 1997 the Company incurred $815,000 of nonrecurring pre-tax costs
associated with the closing of its Nashville, TN injection molding facility and
the restructuring of the management of its stretch film unit. These charges have
been segregated within the "Impairment of long-lived assets and restructuring
charges" category on the accompanying 1997 Income Statement.

                                      -10-
<PAGE>

      Net sales, gross profit, and operating income for the years ended December
31, 1998, 1997, and 1996, were as follows:

<TABLE>
<CAPTION>
YEARS ENDED                                 (in thousands)
DECEMBER 31,                1998                  1997                1996
                      ----------------------------------------------------------
<S>                   <C>        <C>      <C>        <C>       <C>       <C>
NET SALES               AMOUNT   % TOTAL    AMOUNT   % TOTAL     AMOUNT  % TOTAL
---------             --------   -------  --------   -------   --------  -------
Atlantis Plastic
  Films               $176,192       70%  $187,032       73%   $177,851      67%
Atlantis Molded 
  Plastics              74,638       30%    69,051       27%     89,268      33%
                      --------     ----   --------     ----    --------    ----
     Total            $250,830      100%  $256,083      100%   $267,119     100%
                      ========     ====   ========     ====    ========    ====

GROSS PROFIT            AMOUNT     % NET    AMOUNT     % NET     AMOUNT    % NET
-----------           --------     SALES  --------     SALES   --------    SALES
                                   -----               -----               -----
Atlantis Plastic
  Films                $35,594       20%   $27,908       15%    $29,505      17%
Atlantis Molded 
  Plastics              10,169       14%    11,227       16%     16,226      18%
                      --------     ----   --------     ----    --------    ----
     Total             $45,763       18%   $39,135       15%    $45,731      17%
                       =======     ====   ========     ====    ========    ====

OPERATING INCOME        AMOUNT     % NET    AMOUNT     % NET     AMOUNT    % NET
----------------       -------     SALES  --------     SALES   --------    SALES
                                   -----               -----               -----
Atlantis Plastic 
  Films                $17,884       10%    $9,636        5%    $10,117       6%
Atlantis Molded
  Plastics               3,231        4%     3,204        5%      8,273       9%
                       -------     ----   --------     ----    --------    ----
     Total             $21,115        8%   $12,840        5%    $18,390       7%
                       =======     ====   ========     =====   ========    ====
</TABLE>

COMPARISON OF YEARS ENDED DECEMBER 31, 1998 AND 1997

NET SALES
      Net sales for 1998 totaled $250.8 million, approximately 2% below 1997 net
sales of $256.1 million. The Company's Films segment experienced an increase in
sales volume (measured in pounds) of 3% compared with 1997. However, decreases
in film prices generated by decreases of approximately 25% in plastic resin
prices (during 1998), more than offset this volume growth and resulted in a
dollar net sales decline of 6%. Atlantis' Molded segment increased its net sales
by 8% compared with 1997, due, in part, to increased volume with its largest
customer, Whirlpool. See Item 1. "Strategic Operating Plan" and "Business Growth
and Profit Improvement Strategies".

GROSS PROFIT
      Gross profit, as a percentage of net sales, increased 3 percentage points
to 18% in 1998 as compared with 1997. This improvement was generated in the
Films segment where gross profit increased to 20% in 1998 from 15% in 1997, due
to increased volume and an improved pricing environment. During the 4th quarter
of 1998, the Films segment's gross profit was approximately 22%.

      Gross profit within the Company's Molded segment decreased to 14% of net
sales in 1998, from 16% of net sales in 1997. This decrease was caused by
problems associated with assimilating the new Whirlpool volume, as well as a 32%
decline in volume at its Warren, OH plant.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
      Atlantis' 1998 selling, general and administrative ("SG&A") expense was
$24.6 million, 3% below the $25.5 million incurred in 1997. Approximately $0.7
million of this decrease is attributable to the restructuring of the Company's
Management Agreement with Trivest. See Note 13 of the Company's Notes to
Consolidated Financial Statements.

IMPAIRMENT OF LONG-LIVED ASSETS AND RESTRUCTURING CHARGES
       During 1997, the Company incurred $815,000 of restructuring charges
relating to: (i) the closing of its Nashville, TN injection molding facility,
including approximately $250,000 in non-cash charges for the write-down of fixed
assets and leasehold improvements associated with that facility, and (ii)
restructuring expenses associated with the May 1997 management changes in the
Company's stretch film unit.

                                      -11-
<PAGE>

NET INTEREST EXPENSE AND INCOME TAXES
       Net interest expense during 1998 of $10.5 million was 9% lower than $11.4
million incurred during 1997. This decrease was a result of the Company's cash
flow from operations which generated $19.3 million, relatively low net capital
expenditures of $6.3 million, and the August/September, 1998 repurchase of $14.7
million of the Company's 11% Senior Notes.

       The Company's 1998 effective income tax rate differed from the applicable
statutory rate primarily due to (1) nondeductible goodwill amortization, (2) the
effect of state income taxes, and (3) a reduction of $690,000 in the Company's
reserve for deferred taxes for amounts that were no longer considered necessary
for contingencies for income taxes. Atlantis' 1997 effective income tax rate
differed from the applicable statutory rate primarily due to nondeductible
goodwill amortization and the effect of state income taxes.

INCOME FROM DISCONTINUED OPERATIONS
       During the fourth quarter of 1997, the Company booked a pre-tax gain of
$192,000, or $126,000 after taxes, associated with the reconciliation of loss
reserves established prior to the 1995 sale of Western Pioneer, a former
subsidiary.

EXTRAORDINARY LOSS
      During August and September, 1998, the Company repurchased, at a premium,
$14.7 million of its 11% Senior Notes in the open market, which resulted in an
after-tax extraordinary loss of $390,000. This loss related to the premium paid
for the repurchased Notes and the write-off of unamortized loan origination
costs related to such Notes.

INCOME
      As a result of the factors described above, 1998 operating income equaled
$21.1 million (8% of net sales), compared to 1997 operating income of $12.8
million (5% of net sales). Income from continuing operations and net income were
as follows:

                                                    1998           1997
                                                    ----           ----
         Income from continuing operations       $6.7 million    $0.3 million
            Basic earnings per share             $0.90           $0.04
            Diluted earnings per share           $0.87           $0.04

         Net income                              $6.3 million    $0.4 million
            Basic earnings per share             $0.85           $0.06
            Diluted earnings per share           $0.81           $0.05

COMPARISON OF YEARS ENDED DECEMBER 31, 1997 AND 1996

NET SALES
       Net sales for 1997 equaled $256.1 million, approximately 4% below 1996
net sales of $267.1 million. The decline in net sales during 1997 compared to
the prior year may be attributed to the sale of the Company's blow molded
subsidiary ("PCI") in November 1996. PCI's 1996 net sales totaled $11.7 million.
The Company's Films segment experienced an increase in sales volume (measured in
pounds) of 4%, compared to 1996, while dollar net sales increased by 5%. The
decrease in sales in the Company's Molded segment relates to the above-mentioned
sale of PCI and a decrease in injection molding net sales due in part to the
above- mentioned closing of its Nashville, TN facility.

 GROSS PROFIT
       Gross profit as a percentage of net sales for 1997 equaled 15%, a
decrease of two percentage points from 1996. This decline was principally
associated with intense price competition resulting from industry-wide
over-capacity affecting the stretch film unit in the first half of 1997. The
Films segment's gross profit was 17% during the second half of 1997.

      The Atlantis Molded Plastics 1997 gross profit percentage equaled 16%, a
decrease of two percentage points from 1996. During 1997, gross margins in the
injection molding unit were negatively impacted by costs associated with
absorbing and launching the $6.2 million of new business awarded by Whirlpool,
as well as lower utilization rates as this new business was being absorbed.

                                      -12-
<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
       The Company's 1997 selling, general and administrative ("SG&A") expense
was $25.5 million, 7% lower than the $27.3 million in 1996. This decrease in
SG&A expense is due primarily to the sale of PCI and a decrease in incentive
compensation.

IMPAIRMENT OF LONG-LIVED ASSETS AND RESTRUCTURING CHARGES
       During 1997, the Company incurred $815,000 of restructuring charges
relating to: (i) the closing of its Nashville, TN injection molding facility,
including approximately $250,000 in non-cash charges for the write-down of fixed
assets and leasehold improvements associated with that facility, and (ii)
restructuring expenses associated with the May 1997 management changes in the
Company's stretch film unit.

OTHER INCOME
       As more fully described in Note 2 of Notes to the Consolidated Financial
Statements, during the fourth quarter of 1996, the Company disposed of PCI, the
Tulsa, OK custom facility, and the Company's investment in WinsLoew stock. These
transactions generated a total pre-tax gain of $6.7 million, and an after-tax
gain of $5.0 million, or $0.70 per share (basic) and $0.65 per share (diluted).

NET INTEREST EXPENSE AND INCOME TAXES
       Net interest expense during 1997 of $11.4 million was 10% lower than
$12.6 million in 1996. The decrease can be attributed to: (1) cash generated by
the sale of PCI, WinsLoew stock, and the Tulsa, OK custom facility in late 1996;
and (2) the July 1996 repurchase of $5.7 million of the Company's 11% Senior
Notes.

       The Company's 1997 effective income tax rate differed from the applicable
statutory rate primarily due to nondeductible goodwill amortization and the
effect of state income taxes. The 1996 effective income tax rate differed from
the applicable statutory rate primarily due to nondeductible goodwill
amortization and the impact of the sale of PCI, which generated a gain for book
purposes and a loss for tax purposes (see Note 8 of Notes to Consolidated
Financial Statements).

INCOME FROM DISCONTINUED OPERATIONS
       During the fourth quarter of 1997, the Company booked a pre-tax gain of
$192,000, or $126,000 after taxes, associated with the reconciliation of loss
reserves established prior to the 1995 sale of Western Pioneer, a former
subsidiary. During 1996, the Company recorded an after-tax gain of $96,000
relating to the sale of vacant land acquired in connection with the Western
Pioneer sale and to certain tax benefits due to the Company.

EXTRAORDINARY LOSS
      During July 1996, the Company repurchased, at a slight discount, $5.7
million of its 11% Senior Notes in the open market, which resulted in an
after-tax extraordinary loss of $73,000, principally related to the write-off of
unamortized loan origination costs related to such Notes.

INCOME
      As a result of the factors described above, 1997 operating income equaled
$12.8 million (5% of net sales), compared to 1996 operating income of $18.4
million (7% of net sales). Income from continuing operations and net income were
as follows:
                                                    1997           1996
                                                    ----           ----
         Income from continuing operations       $0.3 million    $8.1 million
            Basic earnings per share             $0.04           $1.12
            Diluted earnings per share           $0.04           $1.04

         Net income                              $0.4 million    $8.1 million
            Basic earnings per share             $0.06           $1.12
            Diluted earnings per share           $0.05           $1.05

                                      -13-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

      The Company's working capital at December 31, 1998 totaled approximately
$26.8 million (including cash and cash equivalents of $2.9 million), compared to
$32.4 million (including cash and cash equivalents of $8.3 million) at December
31, 1997. The decrease in cash and equivalents at year-end 1998 resulted
primarily from the previously mentioned repurchase of $14.7 million of the
Company's 11% Senior Notes during the 3rd quarter of 1998. At December 31, 1998,
there were no borrowings on the Company's revolving credit facility and gross
availability equaled $20.0 million. Unused availability, net of outstanding
letters of credit of approximately $1.2 million, equaled $18.8 million.
Effective as of February 22, 1999, the revolving credit facility was
renegotiated at a principal amount of $15 million. This commitment expires May
22, 1999 and there is no assurance that the commitment will be renewed or
extended, or that another source of financing will be available to the Company
on satisfactory terms. As of February 28, 1999, there were no borrowings on this
facility and unused availability, net of outstanding letters of credit of
approximately $1.2 million, equaled $13.8 million. Also see Item 5, "Market for
the Registrant's Common Equity and Related Stockholder Matters" for certain
information regarding the Company's compliance with covenants relating to the
Company's 11% Senior Notes, and for information regarding the Company's 1997
mandatory conversion of Preferred Stock into 210,244 common shares and
subsequent repurchase of those common shares.

      The Company's principal needs for liquidity, on both a short and long-term
basis, relate to working capital (principally accounts receivable and
inventories), debt service, and capital expenditures. The Company presently does
not have any material commitments for future capital expenditures, and expects
to meet its short and long-term liquidity needs with cash on hand, funds
generated from operations, and funds available under its revolving credit
facility.

CASH FLOWS FROM OPERATING ACTIVITIES
      During 1998, net cash provided by operating activities was approximately
$19.3 million, compared to $7.8 million in 1997. The major components of the
$19.3 million of net cash provided by operating activities were: (1) net income
of $6.3 million (compared with $0.4 million in 1997); (2) depreciation and
amortization of $10.0 million (compared with $9.7 million in 1997); and (3) net
reduction in working capital items other than cash of $1.0 million (compared
with an increase of $4.1 million in 1997). In 1998, inventories were reduced by
$3.6 million, due primarily to the previously discussed drop in plastic resin
prices.

CASH FLOWS FROM INVESTING ACTIVITIES
      Net cash used in investing activities in 1998 totaled $6.3 million
(representing capital expenditures of $6.6 million less asset dispositions of
$0.3 million), compared with $9.9 million (all capital expenditures) in 1997.

      As part of the Company's ongoing capital expenditure program, Atlantis has
been in the process of implementing a new distribution, accounting, and resource
planning ("ERP") system ("QAD") which is designed to improve its operating and
financial controls. QAD is Year 2000 compliant. To date, QAD has been
implemented in the Company's two custom film and one institutional products
plants, as well as its headquarters in Atlanta. Three of the Company's Molded
plants are operating under an ERP system ("DTR") which was upgraded during the
4th quarter of 1998 to a Y2K compliant version of DTR. Present plans are to
convert the Company's three stretch film plants and one profile extrusion plant
to QAD during the first half of 1999. As QAD has been installed successfully in
four other Atlantis locations, the risks associated with implementing QAD in
stretch and profile extrusion are considered to be insignificant. One other
Molded plant is operating under a small system for which Y2K compliant upgrades
are commercially available. Atlantis is planning to install QAD in this plant in
the 3rd quarter of 1999. Should this last conversion be delayed, the Company
will install a Y2K compliant commercially available upgrade to the plant's
present system and subsequently convert this plant to QAD. Upgrades to PC's,
client servers, e-mail, telephone systems, and programmable logic controllers
are being implemented and should be completed during the first nine months of
1999.

      As most of the upgrades and systems conversions (including QAD) discussed
above would have been implemented without the Y2K compliance issue, incremental
costs associated with Y2K related changes are not expected to exceed $0.5
million in 1998 and 1999.

      The Company is in the process of contacting its suppliers and financial
institutions to determine their Y2K compliant status. Atlantis continues to
monitor the situation and will form contingency plans in the event a disruption
appears possible due to one of the above mentioned parties not being Y2K
compliant.

CASH FLOWS FROM FINANCING ACTIVITIES
      Net cash used in financing activities in 1998 was $18.5 million compared
with $5.5 million in 1997. Approximately $18.0 million was used to repurchase
Senior Notes and repay other long-term debt, compared with $2.8 million of other
long

                                      -14-
<PAGE>

term debt repayments in 1997. Common stock repurchases in 1998 totaled $1.8
million compared with $3.0 million in 1997. Proceeds from the exercise of stock
options were $1.2 million in 1998 compared with $0.2 million in 1997.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The Company is exposed to market risk from changes in interest rates,
primarily as a result of its fixed and floating interest rate debt.

      The following table summarizes information on debt instruments. The table
presents expected maturity of debt instruments and projected annual average
interest rates. For variable rate debt instruments, average interest rates are
based on London Inter-Bank Offered (LIBOR), prime, and commercial paper rates as
of December 31, 1998. The fair market value of the Senior Notes is based on
quoted market price as of December 31, 1998. The carrying value of the Company's
other long-term debt approximates its fair market value.

<TABLE>
<CAPTION>
                            INTEREST RATE SENSITIVITY
                PRINCIPAL (NOTIONAL) AMOUNT BY EXPECTED MATURITY
                              AVERAGE INTEREST RATE
                                     ($000)

                   1999    2000     2001      2002      2003    THEREAFTER   TOTAL    12/31/98
                  ------  ------   ------   --------  --------  ----------  -------   --------
<S>               <C>     <C>      <C>      <C>       <C>       <C>         <C>       <C>
SENIOR NOTES
-Maturity              0       0        0    $24,825   $50,000        0     $74,825   $76,134
-Average
    interest
    rate              11%     11%      11%        11%       11%

OTHER LONG-TERM
DEBT FIXED RATE
-Maturity           $222    $238      $252      $268      $215     $998      $2,193    $2,193
-Average 
    interest
    rate            7.12%   7.12%     7.12%     7.12%     7.12%    7.12%

OTHER LONG-TERM
DEBT VARIABLE
RATE*
-Variable rate    $2,316  $2,655    $2,229    $2,728      $212        0     $10,140   $10,140
-Average
    interest
    rate            7.67%   7.68%     7.71%     7.84%     7.84%
</TABLE>

*Based on LIBOR plus spreads of 2% to 2.55%, prime plus 0.75%, and commercial
paper plus 2.7% (all rates as of December 31, 1998).

                                      -15-
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            PAGE
                                                                            ----

Management's Responsibility for Financial Reporting...........................17

Report of Independent Auditors................................................18

Report of Independent Accountants.............................................19

Consolidated Income Statements For the Years Ended December 31, 1998,
  1997, and 1996 .............................................................20

Consolidated Balance Sheets as of December 31, 1998 and 1997..................21

Consolidated  Statements of Shareholders' Equity For the Years Ended
  December 31, 1998, 1997, and 1996...........................................22

Consolidated Statements of Cash Flows For the Years Ended
  December 31, 1998, 1997, and 1996 ..........................................23

Notes to Consolidated Financial Statements....................................24

                                      -16-
<PAGE>

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

      The Company's management is responsible for the preparation of the
consolidated financial statements in accordance with generally accepted
accounting principles and for the integrity of all the financial data included
in this Form 10-K. In preparing the consolidated financial statements,
management makes informed judgments and estimates of the expected effects of
events and transactions that are currently being reported.

      Management maintains a system of internal accounting controls that is
designed to provide reasonable assurance that assets are safeguarded and that
transactions are executed and recorded in accordance with management's policies
for conducting its business. This system includes policies which require
adherence to ethical business standards and compliance with all laws to which
the Company is subject. The internal control process is continuously monitored
by direct management review.

      The Board of Directors, through its Audit Committee, is responsible for
determining that management fulfills its responsibility with respect to the
Company's consolidated financial statements and the system of internal
accounting controls.

      The Audit Committee, comprised solely of directors who (1) all have
significant accounting or financial expertise, and (2) are not officers or
employees of the Company, meets periodically with representatives of management
and the Company's independent auditors to review and monitor the financial,
accounting, and auditing procedures of the Company in addition to reviewing the
Company's financial reports. The Company's independent auditors have full and
free access to the Audit Committee.

               ANTHONY F. BOVA                    PAUL RUDOVSKY
             PRESIDENT AND CHIEF            EXECUTIVE VICE PRESIDENT,
              EXECUTIVE OFFICER            FINANCE AND ADMINISTRATION

                                      -17-
<PAGE>

REPORT OF INDEPENDENT AUDITORS

To The Board of Directors and Shareholders of Atlantis Plastics, Inc.:

We have audited the accompanying consolidated balance sheet of Atlantis
Plastics, Inc. and subsidiaries as of December 31, 1998, and the related
consolidated statements of income, shareholders' equity, and cash flows for the
year ended December 31, 1998. Our audit included the financial statement
schedule for the year ended December 31, 1998 listed in the Index at Item 14(a).
These financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Atlantis Plastics, Inc. and subsidiaries at December 31, 1998, and the
consolidated results of their operations and their cash flows for the year ended
December 31, 1998, in conformity with generally accepted accounting principles.
Also, in our opinion, the related financial statement schedule for the year
ended December 31, 1998, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

                                                Ernst & Young LLP

Atlanta, Georgia
February 2, 1999

                                      -18-
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Atlantis Plastics, Inc.:

We have audited the accompanying consolidated balance sheet of Atlantis
Plastics, Inc. and subsidiaries as of December 31, 1997, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the two years in the period ended December 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Atlantis Plastics,
Inc. and subsidiaries as of December 31, 1997, and the consolidated results of
their operations and their cash flows for each of the two years in the period
ended December 31, 1997, in conformity with generally accepted accounting
principles.

                                             Coopers & Lybrand L.L.P.

Atlanta, Georgia
February 11, 1998, except for Note 6, as to which
  the date is February 20, 1998.

                                      -19-
<PAGE>

<TABLE>
<CAPTION>
ATLANTIS PLASTICS, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS

(dollars in thousands, except per share amounts)
------------------------------------------------         ----------  -------------  ----------
YEARS ENDED DECEMBER 31,                                    1998          1997         1996
------------------------------------------------         ----------  -------------  ----------
<S>                                                      <C>         <C>            <C>
Net sales                                                 $250,830      $256,083     $267,119
Cost of sales                                              205,067       216,948      221,388
                                                          --------      --------     --------
     Gross profit                                           45,763        39,135       45,731

Selling, general and administrative expenses                24,648        25,480       27,341
Impairment of long-lived assets and
  restructuring charges                                          -           815            -
                                                          --------      --------     --------
     Operating income                                       21,115        12,840       18,390

Net interest expense                                        10,452        11,427       12,638
Other income                                                     -             -        6,718
                                                          --------      --------     --------
     Income from continuing operations before
       income taxes                                         10,663         1,413       12,470

Income tax provision                                         3,974         1,138        4,396
                                                          --------      --------     --------
    Income from continuing operations                        6,689           275        8,074

Income from discontinued operations, net of
  income taxes                                                   -           126           96
                                                          --------      --------     --------
     Income before extraordinary item                        6,689           401        8,170

Extraordinary loss on early extinguishment
   of debt, net of income taxes                               (390)            -          (73)
                                                          --------      --------     --------
     Net income                                           $  6,299      $    401     $  8,097
                                                          ========      ========     ========

NET INCOME  PER COMMON SHARE
Basic:
  Continuing operations                                      $0.90          $0.04       $1.12
  Net income                                                 $0.85          $0.06       $1.12

Diluted:
  Continuing operations                                      $0.87          $0.04       $1.04
  Net income                                                 $0.81          $0.05       $1.05

Weighted-average number of shares used in
  computing income per share (in thousands):
    Basic                                                    7,433          7,106       7,133
    Diluted                                                  7,732          7,600       7,742
</TABLE>

          The accompanying Notes to Consolidated Financial Statements
               are an integral part of these financial statements.

                                      -20-

<PAGE>

<TABLE>
<CAPTION>
ATLANTIS PLASTICS, INC. AND SUBSIDIARIES
CONSOLIDATED  BALANCE  SHEETS

(dollars in thousands)
--------------------------------------------------------                       ---------    ---------
DECEMBER 31,                                                                      1998         1997
--------------------------------------------------------                       ---------    ---------
<S>                                                                            <C>          <C>
ASSETS
Cash and  cash equivalents                                                     $   2,879    $   8,346
Accounts receivable, less allowance for doubtful accounts
     of $955 in 1998 and $896 in 1997                                             25,801       25,444
Inventories                                                                       14,918       18,517
Other current assets                                                               8,376        7,448
                                                                               ---------    ---------
    Current assets                                                                51,974       59,755

Property and equipment, net                                                       58,403       60,065
Goodwill, net of accumulated amortization                                         47,390       48,961
Other assets                                                                       1,465        2,108
                                                                               ---------    ---------
    Total assets                                                               $ 159,232    $ 170,889
                                                                               =========    =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses                                          $  22,677    $  24,146
Current portion of long-term debt                                                  2,538        3,254
                                                                               ---------    ---------
    Current liabilities                                                           25,215       27,400

Long-term debt, less current portion                                              84,620      101,862
Deferred income taxes                                                             10,149        8,287
Other liabilities                                                                    544          791
                                                                               ---------    ---------
    Total liabilities                                                            120,528      138,340
                                                                               ---------    ---------

Commitments and contingencies (Note 14)                                             --           --

Shareholders' equity:
  Class A Common Stock; $.10 par value; 20,000,000 shares authorized,
      4,538,054 and 4,358,516 shares issued and outstanding in 1998 and 1997         454          436
  Class B Common Stock; $.10 par value; 7,000,000 shares authorized,
      2,918,043 and 2,742,280 shares issued and outstanding in 1998 and 1997         292          274
  Additional paid-in capital                                                       9,436        7,117
  Notes receivable from sale of Common Stock                                        (960)        --
  Retained earnings                                                               29,482       24,722
                                                                               ---------    ---------
    Total shareholders' equity                                                    38,704       32,549
                                                                               ---------    ---------
                                                                               $ 159,232    $ 170,889
                                                                               =========    =========
</TABLE>

           The accompanying Notes to Consolidated Financial Statements
               are an integral part of these financial statements.

                                      -21-

<PAGE>

<TABLE>
<CAPTION>
ATLANTIS PLASTICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(dollars in thousands)
----------------------------- -----------  --------  --------   ----------  ----------  ----------   --------  --------    --------
                                SERIES A                                    UNREALIZED     NOTES                             TOTAL
YEARS ENDED                   CONVERTIBLE  CLASS A    CLASS B   ADDITIONAL    HOLDING    RECEIVED                           SHARE-
DECEMBER 31, 1998,             PREFERRED   COMMON     COMMON     PAID-IN       GAINS    FOR COMMON   RETAINED  TREASURY     HOLDERS'
1997, AND 1996                   STOCK      STOCK      STOCK     CAPITAL      (LOSSES)    STOCK      EARNINGS   STOCK       EQUITY
----------------------------- -----------  --------  --------   ----------  ----------  ----------   --------  --------    --------
<S>                           <C>          <C>       <C>        <C>         <C>         <C>          <C>       <C>         <C>
BALANCE,
JANAURY 1, 1996               $  2,000    $    419   $    290    $  6,828    $    287    $   --      $ 17,468   $   --     $ 27,292

 Net income                       --          --         --          --          --          --         8,097       --        8,097
 Decrease in unrealized gain,
    net of tax                    --          --         --          --          (287)       --          --         --         (287)
 Exercise of stock options        --             6       --           166        --          --          --         --          172
 Purchases of Class A
    Common Stock                  --          --         --          --          --          --          --         (256)      (256)
 Cancellation of Class A
    Common Stock                  --            (2)      --           (26)       --          --          (228)       256       --
 Dividends on Preferred Stock     --          --         --          --          --          --          (109)      --         (109)
                              --------    --------   --------    --------    --------    --------    --------   --------   --------

BALANCE,
DECEMBER 31, 1996                2,000         423        290       6,968        --          --        25,228       --       34,909

 Net income                       --          --         --          --          --          --           401       --          401
 Exercise of stock options        --             5       --           230        --          --          --         --          235
 Purchases of Class A
    Common Stock                  --          --         --          --          --          --          --         (727)      (727)
 Cancellation of Class A
    Common Stock                  --            (8)      --           (81)       --          --          (638)       727       --
 Purchases and cancellation
    of Class B options            --          --         --          --          --          --          (269)      --         (269)
 Conversion of Class B to
    Class A Common Stock          --            16        (16)       --          --          --          --         --         --
 Conversion, repurchase and
    retirement of Preferred
    Stock                       (2,000)       --         --          --          --          --          --         --       (2,000)
                              --------    --------   --------    --------    --------    --------    --------   --------   --------

BALANCE,
DECEMBER 31, 1997                 --           436        274       7,117        --          --        24,722       --       32,549

 Net income                       --          --         --          --          --          --         6,299       --        6,299
 Exercise of Stock Options
    Including Tax Benefits        --            22         36       2,577        --          --          --         --        2,635
 Purchases of Class A
    Common Stock                  --          --         --          --          --          --          --       (1,819)    (1,819)
 Cancellation of Class A
    Common Stock                  --           (22)      --          (258)       --          --        (1,539)     1,819       --
 Conversion of Class B to
    Class A Common Stock          --            18        (18)       --          --          --          --         --         --
  Notes received for Sale
    of Common Stock               --          --         --          --          --          (960)       --         --         (960)
                              --------    --------   --------    --------    --------    --------    --------   --------   --------
BALANCE,
DECEMBER 31, 1998             $   --      $    454   $    292    $  9,436    $   --      ($   960)   $ 29,482   $   --     $ 38,704
                              ========    ========   ========    ========    ========    ========    ========   ========   ========
</TABLE>

           The accompanying Notes to Consolidated Financial Statements
              are an integral part of these financial statements.

                                      -22-

<PAGE>

<TABLE>
<CAPTION>
ATLANTIS PLASTICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)
----------------------------------------------------------      --------    --------    --------
YEARS ENDED DECEMBER 31,                                          1998        1997        1996
----------------------------------------------------------      --------    --------    --------
<S>                                                             <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                      $  6,299    $    401    $  8,097
                                                                --------    --------    --------
Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                    7,977       7,546       7,810
   Amortization of goodwill                                        1,571       1,571       1,603
   Loan fee and other amortization                                   436         574         548
   Interest receivable from shareholder loans                        (82)       --          --
   Provision for impairment of long-lived assets                    --           250        --
   Loss on early extinguishment of debt                              235        --           112
   Loss (gain) on dispositions of businesses and assets             --           223      (6,718)
   Deferred income taxes                                           1,862       1,401         544
Change in assets and liabilities, net of dispositions and
        acquisitions of businesses:
        (Increase) decrease  in accounts receivable                 (357)      2,920      (1,766)
        Decrease (increase)  in inventories                        3,599      (1,533)        411
        (Increase) decrease in other current assets                 (928)     (2,623)      2,205
        Decrease in accounts payable and accrued expenses         (1,000)     (2,679)     (1,901)
        Decrease in other liabilities                               (247)       (302)       (238)
        Other, net                                                   (28)         86         106
                                                                --------    --------    --------
        Total adjustments                                         13,038       7,434       2,716
                                                                --------    --------    --------
          Net cash provided by operating activities               19,337       7,835      10,813
                                                                --------    --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from dispositions of businesses and assets                  254        --        18,583
Capital expenditures                                              (6,569)     (9,867)     (5,937)
                                                                --------    --------    --------
          Net cash (used in) provided by investing activities     (6,315)     (9,867)     12,646
                                                                --------    --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under revolving credit agreements                       5,000        --        27,435
Repayments under revolving credit agreements                      (5,000)       --       (27,435)
Payments on long-term debt                                       (17,958)     (2,766)    (12,258)
Proceeds from issuance of long-term debt                            --          --         3,678
Dividends on Preferred and Common Stock                             --          --          (145)
Payments on notes receivable from shareholders                       101        --          --
Purchases of Common Stock and options                             (1,819)     (2,996)       (256)
Proceeds from exercise of stock options                            1,187         235         172
                                                                --------    --------    --------
          Net cash used in financing activities                  (18,489)     (5,527)     (8,809)
                                                                --------    --------    --------

Net increase (decrease) in cash and cash equivalents              (5,467)     (7,559)     14,650
Cash and cash equivalents at beginning of year                     8,346      15,905       1,255
                                                                --------    --------    --------
Cash and cash equivalents at end of year                        $  2,879    $  8,346    $ 15,905
                                                                ========    ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                                      $ 11,007    $ 11,224    $ 12,241
  Income taxes                                                  $  2,917    $  1,889    $  1,630
</TABLE>

           The accompanying Notes to Consolidated Financial Statements
              are an integral part of these financial statements.

                                      -23-

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Atlantis Plastics, Inc. and its subsidiaries (all of which are wholly
owned) ("Atlantis" or the "Company") is a leading U.S. manufacturer of
polyethylene stretch and custom films used in a variety of industrial and
consumer applications, and molded plastic products for the appliance,
automotive, recreational vehicle, and building supply industries.

      Atlantis Plastic Films manufactures stretch films which are multilayer
plastic films used principally to wrap pallets of materials for shipping or
storage, and custom film products which include high-grade laminating films,
embossed films, and specialty film products targeted primarily to industrial and
packaging markets.

      Atlantis Molded Plastics employs two principal technologies, serving a
wide variety of specific market segments: (i) injection molded thermoplastic
parts that are sold primarily to original equipment manufacturers and used in
major household appliances, power tools, agricultural, and automotive products;
and (ii) a variety of extruded plastic parts for trim and functional
applications (profile extrusion) that are incorporated into a broad range of
consumer and commercial products such as recreational vehicles, residential
doors and windows, office furniture, building supplies, and retail store
fixtures.

      Discontinued operations relate to Western Pioneer, which was sold on
August 31, 1995.

      The following is a summary of the Company's significant accounting
policies:

BASIS OF PRESENTATION The consolidated financial statements include the accounts
of Atlantis. All material intercompany balances and transactions have been
eliminated.

CASH AND CASH EQUIVALENTS The Company classifies as cash and cash equivalents
all highly liquid investments that present insignificant risk of changes in
value and have maturities at the date of purchase of three months or less. The
Company maintains its cash in bank deposit accounts that, at times, may exceed
federally insured limits and in investment accounts with international
investment banking firms. The Company has not experienced any losses in such
accounts.

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

PROPERTY AND EQUIPMENT Property and equipment are carried at cost less
accumulated depreciation and amortization. The provisions for depreciation and
amortization have been computed, using both straight-line and accelerated
methods, over the estimated useful lives of the respective assets. Such useful
lives generally fall within the following ranges: buildings and improvements -
15 to 30 years; office furniture and equipment - 5 to 10 years; manufacturing
equipment - 5 to 30 years; and vehicles - 3 to 8 years.

      When assets are retired or otherwise disposed of, the costs and
accumulated depreciation are removed from the respective accounts and any
related gain or loss is recognized. Maintenance and repair costs are charged to
expense as incurred. Additions and improvements are capitalized when incurred.

GOODWILL Goodwill represents the excess of the purchase price over the fair
value of identifiable assets and liabilities of acquired businesses. Goodwill is
amortized on a straight-line basis over forty years from the date of the
respective acquisitions. Accumulated amortization aggregated approximately $17.5
million and $15.9 million at December 31, 1998 and 1997, respectively.

      The carrying value of cost in excess of net assets acquired is reviewed
for impairment whenever events or changes in circumstances indicate that it may
not be recoverable. If such an event occurred, the Company would prepare
projections of future results of operations for the remaining amortization
period. If such projections indicated that the expected future net cash flows
(undiscounted and without interest) would become less than the carrying amount
of cost in excess of net assets acquired, the Company would record an impairment
loss in the period such determination is made based on the fair value of the
related business.

REVENUE RECOGNITION The Company primarily recognizes revenue when goods are
shipped to customers.

                                      -24-
<PAGE>

AMORTIZATION Loan acquisition costs and related legal fees are amortized over
the respective terms of the related debt utilizing either: (i) the effective
interest method, or (ii) the straight line method when the results do not
materially differ from the effective interest method.

INCOME TAXES The Company and its subsidiaries file consolidated Federal income
tax returns. The Company records income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes",
which requires the recognition of deferred income tax assets and liabilities for
the expected future tax consequences of events that have been included in the
financial statement or income tax basis. Under this method, deferred income tax
assets and liabilities are determined based on the difference between the
financial statements and tax basis of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.

USE OF ESTIMATES The preparation of consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect: (i) the reported amounts of assets
and liabilities; (ii) disclosure of contingent assets and liabilities at the
dates of the consolidated financial statements; and (iii) reported amounts of
revenues and expenses during the reporting periods. Actual results could differ
from those estimates.

RECLASSIFICATIONS Certain amounts included in prior period financial statements
have been reclassified to conform with the current year presentation.

FINANCIAL INSTRUMENTS The following methods and assumptions were used to
estimate the fair value of the financial instruments held by the Company: (1)
the fair value of current assets and current liabilities including cash and cash
equivalents, accounts receivable, and accounts payable approximates their
carrying values due to the short maturity of the instruments; and (2) the fair
value of long-term debt (see Note 6) was determined based on quoted market price
for the Company's 11% Senior Notes.

      The Company's financial instruments that are exposed to concentrations of
credit risk consist primarily of cash and cash equivalents and accounts
receivable. The Company places its cash and cash equivalents with high quality
institutions. Concentrations of credit risk with respect to accounts receivable
are limited due to the large number of entities comprising the Company's
customer base and their dispersion across different industries and geographies.
As of December 31, 1998, the Company believes that its credit risk is not
significant.

ACCOUNTING PRONOUNCEMENTS In June 1997, Statement of Financial Accounting
Standards ("SFAS") No. 131, "Disclosures About Segments of an Enterprise and
Related Information" was issued. SFAS No. 131 establishes standards for the way
that public businesses report information about operating segments in annual
financial statements, and requires that those enterprises report selected
information about operating segments in interim financial reports issued to
shareholders. It also establishes standards for related disclosures about
products and services, geographic areas, and major customers. The Company
adopted SFAS 131 during 1998. Adoption of this Statement did not have a
significant impact on the Company's consolidated financial statements.

NOTE 2. ACQUISITIONS AND DISPOSITIONS OF BUSINESSES AND ASSETS

DISPOSITIONS
      In 1996, the Company recorded an after-tax gain of $96,000 relating to the
sale of vacant land acquired in connection with the 1995 sale of Western Pioneer
and to certain tax benefits due to the Company. In 1997, the Company recognized
a pre-tax gain of $192,000, and an after-tax gain of $126,000 associated with
the reconciliation of loss reserve accounts in Western Pioneer.

      During the fourth quarter of 1996 the Company completed the following
transactions, generating a total pre-tax gain of $6.7 million: (i) in November,
the Company sold PCI for approximately $8.3 million, generating a pre-tax gain
of approximately $1.4 million, and an after-tax gain of approximately $1.9
million; (ii) in December, the Company sold its Tulsa custom manufacturing
facility for $1.5 million, generating a pre-tax gain of approximately $350,000,
and an after-tax gain of approximately $210,000; and (iii) also during December,
the Company sold its investment in WinsLoew Furniture, Inc. stock to WinsLoew
for approximately $9.3 million, generating a pre-tax gain of approximately $4.9
million, and an after-tax gain of approximately $2.9 million. WinsLoew is
affiliated with Atlantis through its relationship with Trivest, Inc. ("Trivest")
- see Note 13. A portion of the net cash proceeds after expenses from the PCI
sale was used during the fourth quarter of 1996 to pay off the outstanding
balance on the Company's revolving credit facility.

                                      -25-
<PAGE>

NOTE 3. INVENTORIES

      Inventories at December 31, 1998 and 1997 consisted of the following:

                                                            (in thousands)

                                                           1998          1997
                                                         -------        -------
Raw materials                                            $ 7,758        $ 9,738
Work in progress                                              95            480
Finished goods                                             7,065          8,299
                                                         -------        -------
    TOTAL                                                $14,918        $18,517
                                                         =======        =======

NOTE 4. PROPERTY AND EQUIPMENT

      Property and equipment at December 31, 1998 and 1997 consisted of the
following:

                                                            (in thousands)

                                                          1998           1997
                                                       ---------      ---------
Land                                                   $   2,192      $   2,192
Building and improvements                                 18,837         18,315
Office furniture and equipment                             6,076          6,269
Manufacturing equipment                                   95,399         91,634
Vehicles                                                     427            471
                                                       ---------      ---------
     TOTAL                                               122,931        118,881
Accumulated depreciation
   and amortization                                      (64,528)       (58,816)
                                                       ---------      ---------
        NET                                            $  58,403      $  60,065
                                                       =========      =========

NOTE 5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

      Accounts payable and accrued expenses consisted of the following at
December 31, 1998 and 1997:

                                                                (in thousands)
                                                              1998         1997
                                                             -------     -------
Accounts payable                                             $ 5,674     $ 6,453
Accrued interest                                               3,149       3,814
Accrued compensation, vacation
  and profit sharing                                           3,723       2,521
Accrued health and safety                                      1,575       1,342
Customer deposits and
  commissions                                                  2,272       2,663
Income taxes payable                                             394       1,138
Other                                                          5,890       6,215
                                                             -------     -------
   TOTAL                                                     $22,677     $24,146
                                                             =======     =======

                                      -26-
<PAGE>

NOTE 6. LONG-TERM DEBT

      Long-term debt consisted of the following at December 31, 1998 and 1997:

                                   (in thousands)
                                 1998          1997
                                -------     --------
Senior Notes                    $74,825     $ 89,500
Other indebtedness               12,333       15,616
                                -------     --------
    TOTAL LONG-TERM DEBT         87,158      105,116
Current portion                  (2,538)      (3,254)
                                -------     --------
      LONG-TERM DEBT            $84,620     $101,862
                                =======     ========

      During 1993, the Company refinanced substantially all of its existing
indebtedness through a $100 million, 11% Senior Note offering due February 15,
2003 (the "Notes"), and borrowings under a $30 million revolving credit
facility, which matured on February 22, 1998. This revolving credit facility was
renegotiated at a principal amount of $15 million from February 22, 1998 through
August 22, 1998 and a principal amount of $20 million from August 22, 1998
through February 22, 1999. Subsequent to year-end, the revolving credit facility
was renegotiated at a principal amount of $15 million. This commitment expires
May 22, 1999 and there is no assurance that the commitment will be renewed or
extended, or that another source of financing will be available to the Company
on satisfactory terms.

      During 1998, the Company repurchased, at a premium, $14.7 million of its
Notes in the open market, resulting in an after-tax extraordinary loss of
$390,000. During July 1996, the Company repurchased, at a slight discount, $5.7
million of its Notes in the open market, which resulted in an after-tax
extraordinary loss of $73,000.

      The Notes are senior unsecured obligations of the Company, with all of the
Company's plastics subsidiaries jointly, severally, and unconditionally
guaranteeing the payment of principal and interest. Summary financial
information for these subsidiaries is as follows:

                      (in thousands)
                                                     DECEMBER 31,
                                                         1998
                                                     ------------

           Current assets                              $ 59,904
           Non-current assets                           105,923
           Current liabilities                           20,421
           Non-current liabilities                       99,329

                                                      YEAR ENDED
                                                      DECEMBER 31,
                                                         1998
                                                      ------------

           Net sales                                   $250,830
           Operating income                              21,248
           Income before income taxes                    10,017
           Net income                                     5,693

       The Notes could not be redeemed prior to February 15, 1998. From February
16, 1999 and until February 15, 2000, the Company may redeem all or any portion
of the Notes at a redemption price of 102.75% of the principal amount. From
February 16, 2000 until February 15, 2001 the Company may redeem all or any
portion of the Notes at a redemption price of 101.375% of the principal amount.
After February 15, 2001, the Company may redeem all or any portion of the Notes
at 100% of the principal amount. The Company must redeem $24.8 million of the
Notes by February 15, 2002.

      Covenants relating to the Notes restrict the Company from paying
dividends, incurring new debt, or taking certain other actions unless specified
interest coverage ratio and other tests are met. A decline in operating
profitability in 1995 and 1997 caused the Company to fall below the interest
coverage ratio requirement for the trailing four quarter periods ended

                                      -27-
<PAGE>

December 31, 1995, March 31 and June 30, 1996, and June 30 and September 30,
1997. Accordingly, in the quarters following those periods, the Company could
not pay dividends or repurchase stock, and its ability to incur new debt or take
certain other actions was restricted. The Company has met the interest coverage
ratio requirement for the trailing four quarters ended December 31, 1997 and
thereafter, and is therefore currently able to, among other things, pay
dividends, repurchase stock, and incur new debt.

      Under the terms of the revolving credit facility, the Company and its
subsidiaries are required to, among other things, maintain certain financial
ratios and minimum specified levels of net worth, refrain from paying dividends
unless certain requirements are met, refrain from incurring certain additional
indebtedness or guaranteeing the obligations of others, and limit capital
expenditures. At December 31, 1998, the gross availability on the revolving
credit facility equaled $20.0 million. Unused availability, net of outstanding
letters of credit of approximately $1.2 million, equaled $18.8 million. In
February 1999, the Company renewed its revolving credit facility until May 22,
1999 at a principal amount of $15 million. There is no assurance that the
commitment will be renewed or extended, or that another source of financing will
be available to the Company on satisfactory terms.

      Borrowings on the revolving credit facility are subject to a borrowing
base formula which is based on eligible collateral (accounts receivable,
inventories, and fixed assets of the subsidiaries). Interest is computed using
either LIBOR or prime-based rates plus a margin. Effective December 31, 1996,
the Company favorably amended the revolving credit facility provisions governing
interest rates and other fees charged by the lender. The LIBOR and prime-based
interest rate margins on the facility are now determined by a formula based upon
the Company's ratio of cash flow to net indebtedness, as defined in the
amendment. At December 31, 1998 and 1997, the LIBOR and prime rate margins were
1.75% and 0%, respectively. The 30-day LIBOR rate and the prime rate were 5.63%
and 7.75%, respectively, at December 31, 1998.

      Other indebtedness of approximately $12.3 million consists of equipment
and other collateralized financings, industrial revenue bonds, and capitalized
lease obligations. At December 31, 1998 and 1997, the weighted-average interest
rates on these borrowings were 7.56% and 7.87% respectively, with 82% of the
total at floating interest rates, and the remainder at fixed interest rates as
of December 31, 1998.

      Scheduled maturities of indebtedness in each of the next five years are as
follows (in thousands):

                              YEAR           AMOUNT
                              ----          -------
                              1999           $2,538
                              2000            2,893
                              2001            2,481
                              2002           27,821
                              2003           50,427
                              Thereafter        998
                                            -------
                              TOTAL         $87,158
                                            =======

      The fair value of the Company's indebtedness at December 31, 1998 and 1997
was $88.5 million and $106.9 million, respectively.

NOTE 7. CAPITAL STOCK

      Generally, the Class A Common Stock has one vote per share and the Class B
Common Stock has ten votes per share. Holders of the Class B Common Stock are
entitled to elect 75% of the Board of Directors; holders of Class A Common Stock
are entitled to elect the remaining 25%. Each share of Class B Common Stock is
convertible, at the option of the holder thereof, into one share of Class A
Common Stock. Class A Common Stock is not convertible into shares of any other
equity security.

      In November 1996, the Board of Directors authorized the repurchase of up
to 1,000,000 shares of Atlantis Class A Common Stock, or 14% of the 7.1 million
shares of Class A and Class B Common Stock then outstanding. Through December
1998, the Company had repurchased 542,544 shares (including 210,244 shares
issued in connection with the conversion of Preferred Stock), and options for
55,125 shares, for total consideration of approximately $5.1 million.

                                      -28-
<PAGE>

      In January 1997, the Company issued a mandatory conversion notice to the
holder of the 20,000 outstanding shares of the Company's Series A Preferred
Stock ("Preferred Stock"). The Preferred Stock was convertible into 210,244
shares of Class A Common Stock. After issuing the mandatory conversion notice,
the Company reached an agreement with the Preferred Stock holder to repurchase
all of the common shares resulting from the conversion notice for $2 million
(the original price paid for the Preferred Stock by the holder and included in
the $5.1 million consideration cited earlier in this Note), and completed the
repurchase in late March, 1997. Prior to this conversion, each share of
Preferred Stock had a liquidation preference of $100, and the holder of the
Preferred Stock was entitled to an annual cumulative dividend, payable in equal
semiannual installments of $72,500 on April 15 and October 15 of each year.

NOTE 8. INCOME TAXES

      The provision (benefit) for income taxes for the years ended December 31,
1998, 1997, and 1996, consisted of the following:

 (in thousands)
                                                1998        1997         1996
                                              -------      -------      -------
Continuing operations                         $ 3,974      $ 1,138      $ 4,396
Discontinued operations                          --             66           51
Extraordinary loss                               (236)        --            (39)
                                              -------      -------      -------
    TOTAL                                     $ 3,738      $ 1,204      $ 4,408
                                              =======      =======      =======

Current Federal income tax provision          $ 2,300      $   646      $ 2,607
Deferred Federal income tax
  provision                                     1,862          357        1,182
State income tax provision/(benefit)             (424)         201          619
                                              -------      -------      -------
    TOTAL INCOME TAX PROVISION                $ 3,738      $ 1,204      $ 4,408
                                              =======      =======      =======

      The following table provides a reconciliation between the Federal income
tax rate and the Company's effective income tax rate for the years ended
December 31, 1998, 1997, and 1996:

                                                1998     1997     1996
                                                ----     ----     ----
          Federal income tax rate                34%      34%      34%
          Disposition of PCI                     --       --       (9)
          State income taxes                      4       13        3
          Amortization of goodwill                4       28        4
          Other, net                             (5)      --        3
                                                 --       --       --
          Effective tax rate                     37%      75%      35%
                                                 ==       ==       ==

      At December 31, 1998 and 1997, deferred income tax assets and liabilities
consisted of the following:

                                            (in thousands)
                                           1998       1997
                                         -------     ------
  DEFERRED INCOME TAX LIABILITIES-
Excess of book over tax basis of
   property and equipment                $10,852     $8,103
Goodwill                                     678        527
Other, net                                (1,369)       168
                                         -------     ------
     TOTAL DEFERRED 
       INCOME TAX LIABILITIES            $10,161     $8,798
                                         -------     ------
  DEFERRED INCOME TAX ASSETS-
Reserves and accrued expenses
   not yet deductible for
   tax purposes                          $ 2,156     $2,206
Net operating loss carryforward              705        799
Capitalized inventory costs                   49        398
                                         -------     ------
                                         $ 2,910     $3,403
Valuation allowance                         (705)      (799)
                                         -------     ------
     Total deferred 
       income tax assets                 $ 2,205     $2,604
                                         -------     ------
          DEFERRED INCOME
            TAXES, NET                   $ 7,956     $6,194
                                         =======     ======

                                      -29-
<PAGE>

      Deferred income tax assets aggregating $2,193,000 and $2,093,000 are
included in other current assets on the consolidated balance sheets as of
December 31, 1998 and 1997 respectively.

NOTE 9. STOCK OPTION PLANS

      The Company's Stock Option Plans ("Option Plans") are designed to serve as
an incentive for retaining qualified and competent employees, directors, and
agents. Options may be granted under the Option Plans on such terms and at such
prices as determined by the Compensation Committee of the Board of Directors
(consisting only of outside directors); provided, however, that the exercise
price of options granted under the Option Plans will not be less than 90% of the
market value of the Class A Common Stock on the date of grant. To date, the
exercise price of all options granted under the Option Plans has been equal to
or greater than the fair market value of the Class A Common Stock on the date of
grant. Each option will be exercisable after the period or periods specified in
the option agreement, but no option shall be exercisable after the expiration of
ten years from the date of grant. Options granted vest ratably over a five-year
period from the date of grant. Options granted under the Option Plans are not
transferable other than by will or by the laws of descent and distribution. The
Option Plans also authorize the Company to make loans to optionees to exercise
their options.

      The Company applies Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issues to Employees", and related interpretations in
accounting for its plans. Accordingly, no compensation expense has been
recognized for its stock-based compensation plans. Pro forma information
regarding net income and earnings per share is required by SFAS No. 123,
"Accounting for Stock-Based Compensation", which also requires that the
information be determined as if the Company has accounted for its employee stock
options granted subsequent to December 31, 1994 under the fair value method of
that Statement. The fair value of the options was estimated at the date of grant
using the Black-Scholes option-pricing model with the following weighted-average
assumptions used for 1998, 1997, and 1996, respectively: dividend yield of 0%
for all years; volatility of 0.4, 0.4, and 0.45; risk-free interest rates of
5.3%, 6.1%, and 6.7%; and an expected life of 6 years for all years.

      The Black-Scholes option valuation model was developed for use in
estimating the fair value of options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
different from those of traded options and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.

      For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information follows (in thousands, except per share data):

                                                 1998       1997      1996
                                                -------    ------    ------
          Pro forma net income                  $ 6,009    $  235    $7,937
          Basic pro forma earnings per share    $  0.81    $ 0.03    $ 1.11
          Diluted pro forma earnings per share  $  0.78    $ 0.03    $ 1.03

      Because SFAS No. 123 is applicable only to options granted subsequent to
December 31, 1994, its pro forma effect will not be fully reflected until 1999.

                                      -30-
<PAGE>

Information with respect to the Option Plans is as follows for the years ended
December 31, (in thousands of shares, except prices per share):

                                       1998     1997     1996
                                       -----    -----    -----
OPTIONS OUTSTANDING AT JANUARY 1       1,683    1,772    1,719
Granted                                  207       96      145
Exercised                               (578)     (58)     (60)
Canceled                                 (63)    (127)     (32)
                                       -----    -----    -----
OPTIONS OUTSTANDING AT DECEMBER 31     1,249    1,683    1,772
                                       =====    =====    =====

WEIGHTED-AVERAGE OPTION PRICES PER
  COMMON SHARE:
OPTIONS OUTSTANDING AT JANUARY 1       $5.51    $5.28    $5.12
Granted at fair market value           $5.61    $8.68    $6.32
Exercised                              $3.75    $4.09    $2.86
Canceled                               $7.11    $5.34    $6.02
OUTSTANDING AT DECEMBER 31             $6.25    $5.51    $5.28

Weighted-average fair value of
  options granted at fair market
  value during the year                $2.71    $4.22    $3.36
Options exercisable at December 31       767    1,196    1,164
Options available for grant at
  December 31                            203      167      193

      The following table summarizes information about stock options outstanding
at December 31, 1998:

<TABLE>
<CAPTION>
                             OPTIONS OUTSTANDING            OPTIONS EXERCISABLE
                 -----------------------------------------------------------------
                   NUMBER     WEIGHTED-AVERAGE   WEIGHTED-    NUMBER     WEIGHTED-
     RANGE OF    OUTSTANDING      REMAINING      AVERAGE   EXERCISABLE    AVERAGE
     EXERCISE        AT          CONTRACTUAL     EXERCISE      AT        EXERCISE
      PRICES      12/31/98          LIFE          PRICE      12/31/98     PRICE
  -------------- -----------  ----------------   --------- -----------   ---------
<S>              <C>          <C>                <C>       <C>           <C>
   $1.38 - $2.87    10,000          1.80          $ 1.38       10,000     $ 1.38
   $2.88 - $4.39   167,780          1.80          $ 3.22      167,780     $ 3.22
   $4.40 - $6.62   760,804          5.70          $ 5.53      431,904     $ 5.44
   $6.63 - $9.75   210,500          6.90          $ 8.83       97,500     $ 8.84
  $9.76 - $11.88   100,000          6.10          $11.88       60,000     $11.88
                 ---------                                    -------
                 1,249,084                                    767,184
                 =========                                    =======
</TABLE>

      During 1998, certain members of the Board of Directors exercised stock
options and issued notes payable to the Company, secured by the underlying
stock, which bear interest at prime and are due February 13, 2001.

NOTE 10. EARNINGS PER SHARE

(all numbers in thousands except per share            1998      1997      1996
  amounts)                                          -------   -------   -------
BASIC EARNINGS PER COMMON SHARE:
   Income from continuing operations                $ 6,689   $   275   $ 8,074
   Deduct-Series A Convertible Preferred dividends     --        --        (109)
                                                    -------   -------   -------
   Earnings applicable to common shares             $ 6,689   $   275   $ 7,965
                                                    =======   =======   =======
   Weighted-average common shares outstanding         7,433     7,106     7,133
                                                    =======   =======   =======
BASIC EARNINGS PER COMMON SHARE                     $  0.90   $  0.04   $  1.12
                                                    =======   =======   =======

                                      -31-
<PAGE>

(all numbers in thousands except per share            1998     1997     1996
   amounts)                                          ------   ------   ------
DILUTED EARNINGS PER COMMON SHARE:
   Earnings applicable to common shares              $6,689   $  275   $7,965
   Add-Series A Convertible Preferred dividends        --       --        109
                                                     ------   ------   ------
   Earnings applicable to common shares plus
     effects of assumed conversions                  $6,689   $  275   $8,074
                                                     ======   ======   ======

   Weighted-average common shares outstanding         7,433    7,106    7,133
   Add - Options                                        299      494      399
   Add - Conversion of Preferred Stock                 --       --        210
                                                     ------   ------   ------
   Weighted-average common shares outstanding plus
        Potential dilutive common shares              7,732    7,600    7,742
                                                     ======   ======   ======
DILUTED EARNINGS PER COMMON SHARE                    $ 0.87   $ 0.04   $ 1.04
                                                     ======   ======   ======

AFTER-TAX EARNINGS PER SHARE FROM DISCONTINUED OPERATIONS AND
  EXTRAORDINARY ITEMS:
DISCONTINUED OPERATIONS:
    Basic earnings per common share                 $  --     $ 0.02   $ 0.01
    Diluted earnings per common share               $  --     $ 0.02   $ 0.01
EXTRAORDINARY ITEMS:
    Basic earnings per common share                 $(0.05)   $ --     $(0.01)
    Diluted earnings per common share               $(0.05)   $ --     $(0.01)

      Excluded from the above calculation of diluted EPS are antidilutive
options which could potentially dilute EPS in the future. Antidilutive
options for 1998, 1997, and 1996, are: 298,500; 317,500; and 458,100 shares,
respectively.

      In February 1999, the Company's Board of Directors granted 47,000 options
with respect to the Company's Class A Common Stock with an aggregate option
price of $414,188.

NOTE 11. BUSINESS SEGMENTS

      The Company considers its continuing operations to comprise two segments:
Atlantis Plastic Films and Atlantis Molded Plastics. During 1998, 1997, and
1996, an Atlantis Molded Plastics customer accounted for approximately 12%, 8%,
and 9%, respectively, of the Company's net sales. Summary data for 1998, 1997,
and 1996 are as follows (in thousands):

                           ATLANTIS     ATLANTIS
                            PLASTIC      MOLDED
                             FILMS      PLASTICS   CORPORATE   CONSOLIDATED
1998                       --------     --------   ---------   ------------
----
Net sales                  $176,192      $74,638   $   --        $250,830
Operating income             17,884        3,231       --          21,115
Identifiable assets         109,274       56,552     (6,594)      159,232
Capital expenditures          2,360        3,001      1,208         6,569
Depreciation and
  amortization                4,589        3,346      2,049         9,984

1997
----
Net sales                  $187,032      $69,051   $   --        $256,083
Operating income              9,636        3,204       --          12,840
Identifiable assets         105,800       52,083     13,006       170,889
Capital expenditures          4,071        5,080        410         9,561
Depreciation and
  amortization                5,967        2,968        756         9,691

1996
----
Net sales                  $177,851      $89,268    $  --        $267,119
Operating income             10,117        8,273       --          18,390
Identifiable assets         108,586       53,519                  177,901
                                                     15,796
Capital expenditures          4,084        2,026        640         6,750
Depreciation and 
  amortization                6,002        3,393        566         9,961

                                      -32-
<PAGE>

NOTE 12. PROFIT SHARING AND RETIREMENT PLANS

      Atlantis and certain of its subsidiaries have profit sharing and defined
contribution retirement plans. Generally, such plans cover all employees who
have attained the age of 21 and have at least one year of service. The Board of
Directors of each company determines contributions to the plans on an annual
basis. Related expenses were approximately $915,000, $936,000, and $1.1 million
for the years ended December 31, 1998, 1997, and 1996, respectively.

NOTE 13. RELATED PARTIES

      During the first quarter of 1998, the Company completed negotiations with
Trivest and Trivest II, affiliates of a major shareholder. Trivest, Trivest II,
and the Company have certain common officers, directors, and shareholders. As a
result of these new agreements and the termination of the employment agreements
between the Company and the Chairman and Vice Chairman of the Board of
Directors, management fees, expense allocations, and rent related payments paid
to Trivest, and salaries and benefits paid to these two officers were
restructured. During 1998, 1997, and 1996, the Company incurred costs related to
these payments of $950,000, $1.7 million, and $1.4 million respectively.

      Prior to January 1, 1998, Atlantis shared its Miami, FL office space with
entities related to Trivest. Rent expense for this office space, as well as
certain other non-direct general and administrative expenses, were allocated
among Atlantis and these entities. Atlantis' share of these allocations is
included in the incurred costs reflected in the paragraph above.

      During 1998, certain members of the Board of Directors exercised stock
options and issued notes payable to the Company, secured by the underlying
stock, which bear interest at prime and are due February 13, 2001.

NOTE 14. COMMITMENTS AND CONTINGENCIES

      The Company is, from time to time, involved in routine litigation. No such
litigation in which the Company is presently involved is believed to be material
to its financial condition or results of operations.

      Atlantis and its subsidiaries lease various office space, buildings,
transportation, and production equipment with terms in excess of one year. Total
expense under these agreements for the years ended December 31, 1998, 1997, and
1996 was approximately $ 1.4 million, $1.9 million, and $1.7 million,
respectively.

      The total minimum rental commitments under long-term, noncancelable
operating leases at December 31, 1998, consisted of the following (in
thousands):

                           YEAR           AMOUNT
                           ----          -------
                           1999          $   803
                           2000              669
                           2001              597
                           2002              483
                           2003              429
                           Thereafter      1,224
                                         -------
                           TOTAL         $ 4,205
                                         =======

NOTE 15. IMPAIRMENT OF LONG-LIVED ASSETS AND OTHER RESTRUCTURING CHARGES

      In accordance with the provisions of SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of",
the Company recorded impairment of long-lived assets and other restructuring
charges, as discussed below.

      During 1997, the Company recorded impairment of long-lived assets and
other restructuring charges of $815,000, or $505,300 after-taxes, related to:
(i) the closing of the Company's Nashville, TN injection molding facility,
including approximately $250,000 in non-cash charges for the write-down of fixed
assets and leasehold improvements associated with that facility; and (ii)
restructuring expenses associated with management changes in the Company's
stretch film unit. As of December 31, 1997, $102,000 of this amount remained to
be paid, and was paid during 1998.

                                      -33-
<PAGE>

NOTE 16. DISCONTINUED OPERATIONS

      Discontinued operations relate to Western Pioneer. The Western Pioneer
sale contract contained a provision that required that the adequacy of Western
Pioneer's loss reserves as of March 31, 1995 be evaluated during the fourth
quarter of 1997. This evaluation was performed and resulted in a pre-tax gain of
$192,000, and an after-tax gain of $126,000, which was recognized by the Company
in the fourth quarter of 1997.

      During 1996, the Company sold vacant land acquired in connection with the
Western Pioneer sale and recognized a net loss after-tax of approximately
$47,000. In addition, during 1996 the Company recognized additional income on
the sale of Western Pioneer of approximately $143,000, net of tax, related to
certain tax benefits due to the Company.

NOTE 17. QUARTERLY FINANCIAL DATA (UNAUDITED)

      Unaudited consolidated quarterly financial data for the years ended
December 31, 1998 and 1997 are as follows:

<TABLE>
<CAPTION>
                                                    (in thousands, except per share data)
                                    1ST QUARTER      2ND QUARTER         3RD QUARTER         4TH QUARTER
                                ----------------  ----------------   -----------------   -----------------
                                  1998     1997    1998      1997      1998      1997      1998      1997
                                -------  -------  -------  -------   -------   -------   -------   -------
<S>                             <C>      <C>      <C>      <C>       <C>       <C>       <C>       <C>
NET SALES                       $64,427  $64,323  $64,080  $65,530   $62,954   $63,895   $59,369   $62,335
GROSS PROFIT                     11,289    9,187   11,153    9,043    11,005    10,034    12,316    10,871
INCOME (LOSS) - CONTINUING
  OPERATIONS                      1,687     (713)   1,576     (312)    1,360       568     2,066       732
INCOME (LOSS) - DISCONTINUED
  OPERATIONS                          -        -        -        -         -         -         -       126
EXTRAORDINARY LOSS                    -        -        -        -      (390)        -         -         -
NET INCOME (LOSS)                 1,687     (713)   1,576     (312)      970       568     2,066       858
INCOME (LOSS) FROM CONTINUING
  OPERATIONS PER COMMON SHARE
   BASIC
      - CONTINUING OPERATIONS     $0.23   ($0.10)   $0.21   ($0.04)    $0.18     $0.08     $0.28     $0.10
      - NET INCOME                $0.23   ($0.10)   $0.21   ($0.04)    $0.13     $0.08     $0.28     $0.12
   DILUTED
      - CONTINUING OPERATIONS     $0.22   ($0.10)   $0.20   ($0.04)    $0.17     $0.08     $0.27     $0.10
      - NET INCOME                $0.22   ($0.10)   $0.20   ($0.04)    $0.12     $0.08     $0.27     $0.12
</TABLE>

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

      The accounting firm of Coopers & Lybrand L.L.P. ("Coopers & Lybrand")
served Atlantis Plastics, Inc. (the "Company") as its independent accountants
with respect to calendar years 1990-1997. Effective April 6, 1998, Coopers &
Lybrand was dismissed by the Company's Board of Directors (pursuant to a duly
authorized telephone conference call on April 6, 1998) based upon the
recommendation of the Audit Committee (which recommendation was made pursuant to
a duly authorized telephone conference call on April 6, 1998). During the 1996
and 1997 calendar years, there were no (i) disagreements between the Company and
Coopers & Lybrand on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Coopers & Lybrand, would have caused it to
make reference to the subject matter of the disagreement in connection with its
reports, or (ii) reportable events as defined in paragraph (a)(1)(v) of Item 304
of Regulation S-K. Coopers & Lybrand's reports on the financial statements of
the Company for the two most recent calendar years did not contain an adverse
opinion or disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope, or accounting principles. Upon recommendation by the
Audit Committee effective April 6, 1998, the Company's Board of Directors
engaged Ernst & Young LLP ("Ernst & Young") as the Company's independent
auditors for calendar year 1988. Between January 1, 1996 and April 6, 1998,
Ernst & Young was not consulted regarding any matters set forth in paragraphs
(a)(2)(i) or (ii) of item 304 of Regulation S-K.

      The Company has had no disagreements with its independent accountants on
accounting and financial disclosure.

                                      -34-
<PAGE>

                                    PART III

ITEMS 10, 11, 12, AND 13.

      The information called for by Items 10, 11, 12, and 13 is incorporated by
reference to the registrant's Proxy Statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A not later than 120 days after
the end of the fiscal year covered by this report.

                                     PART IV

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

        (A)    DOCUMENTS FILED AS A PART OF THIS REPORT:
                                                                           PAGE
                                                                           ----
        (1)    Financial Statements:
               Report of Independent Auditors..........................     18
               Report of Independent Accountants.......................     19
               Consolidated Income Statements..........................     20
               Consolidated Balance Sheets.............................     21
               Consolidated Statements of Shareholders' Equity.........     22
               Consolidated Statements of Cash Flows...................     23
               Notes to Consolidated Financial Statements..............     24

        (2)    Financial Statement Schedules:

               The following Financial Statement Schedule for the years ended
               December 31, 1996, 1997, and 1998 is submitted herewith:

               Schedule II - Valuation and Qualifying Accounts ........     37

               All other schedules for which provision is made in the applicable
               accounting regulations of the Securities and Exchange Commission
               have been omitted because the required information is contained
               in the financial statements and notes thereto or because such
               schedules are not required or applicable.

                                      -35-
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
Atlantis Plastics, Inc.:

In connection with our audits of the Consolidated Financial Statements of
Atlantis Plastics, Inc., as of December 31, 1997, and for each of the two years
in the period ended December 31, 1997, which financial statements are included
in this Annual Report on Form 10-K, we have also audited the financial statement
schedule listed in Item 14(A) 2 herein for the two year period ended December
31, 1997.

In our opinion, this financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included herein.

                                      Coopers & Lybrand L.L.P.

Atlanta, Georgia
February 11, 1998

                                      -36-
<PAGE>

ATLANTIS PLASTICS, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31,
($ in thousands)

<TABLE>
<CAPTION>
                                              BALANCE AT       CHARGED TO    CHARGED TO                      BALANCE
                                               BEGINNING          COSTS        OTHER                         AT END
                                                OF YEAR         EXPENSES      ACCOUNTS      DEDUCTION         YEAR
                                              ----------       ----------    ----------     ---------        -------
<S>                                           <C>              <C>           <C>            <C>              <C>
1998
  Allowances reducing the assets in
    the balance sheet:
      Doubtful accounts receivable               $  896          $  257          $--          $  198          $  955
      Reserve for inventory obsolescence            426             682           --             384             724
                                                 ------          ------          ---          ------          ------
        Total                                    $1,322          $  939          $--          $  582          $1,679
                                                 ======          ======          ===          ======          ======

1997
  Allowances reducing the assets in
    the balance sheet:
      Doubtful accounts receivable               $  633          $  514          $--          $  251          $  896
      Reserve for inventory obsolescence            418               8           --            --               426
                                                 ------          ------          ---          ------          ------
        Total                                    $1,051          $  522          $--          $  251          $1,322
                                                 ======          ======          ===          ======          ======

1996
  Allowances reducing the assets in
    the balance sheet:
      Doubtful accounts receivable               $1,530          $  143          $--          $1,040          $  633
       Reserve for inventory obsolescence           342              91           --              15             418
                                                 ------          ------          ---          ------          ------
         Total                                   $1,872          $  234          $--          $1,055          $1,051
                                                 ======          ======          ===          ======          ======
</TABLE>

                                      -37-
<PAGE>

      (3) Exhibits (An asterisk to the right of an exhibit number denotes a
          management contract or compensatory plan or arrangement required to
          be filed as an exhibit to this Form 10-K.)

3.1   Registrant's Articles of Incorporation (3.1)(1)

3.2   Registrant's Bylaws (February 1988) (3.2)(1)

4.1   Form of Stock Certificate evidencing ownership of Registrant's Class A
      Common Stock(8)

4.2   Trust Indenture between Registrant and American Stock Transfer and Trust
      Company (4.2)(6)

4.3   Form of Senior Note, dated February 15, 1993 (4.3)(6)

10.1  * Registrant's Amended and Restated Stock Option Plan, dated as of March
        16, 1989. (10.1)(3)

10.2  * Registrant's 1987 Disinterested Directors Stock Option Plan. (10.2)(2)

10.3  * Registrant's Amended and Restated 1990 Stock Option Plan. (10.2)(3)

10.4  * Registrant's 1997 Stock Option Plan.(17)

10.5  * Registrant's 1998 Stock Option Plan. (19)

10.6  * Form of Indemnification Agreement. (10.47)(7)

10.7  * Management Agreement dated as of January 1, 1998 between Registrant and
        Trivest, Inc. (10.1)(20)

10.8  * Agreement dated as of January 1, 1998 by and among Registrant, Trivest
        II, Inc., Earl W. Powell and Phillip T. George, M.D. (10.2)(20)

10.9  Assignment and Assumption of Lease between Registrant and Trivest II,
      Inc.(22)

10.10 Settlement Agreement by and between Mobil Oil Corporation and Linear
      Films, Inc. of Civil Action No. 87 civ. 874-B in the Northern District of
      Oklahoma, effective as of February 21, 1992. (10.40)(4)

10.11 License Agreement by and between Mobil Oil Corporation and Linear Films,
      Inc. for use of U.S. Patent No. 4,518,654, effective as of February 21,
      1992. (10.41)(4)

10.12 Loan Contract, dated October 30, 1987, between State of Minnesota and
      National Poly Products, Inc. (10.11)(2)

10.13 Letter of Consent to the Loan Contract between State of Minnesota and
      National Poly Products, Inc., dated October 30, 1991. (10.43)(4)

10.14 Letter of Consent to the Loan Contract between State of Minnesota and
      National Poly Products, Inc., dated January 13, 1992. (10.44)(4)

10.15 Consent and Acknowledgment to the Loan Contract between State of Minnesota
      and National Poly Products, Inc., dated February 18, 1993. (10.22)(6)

10.16 Loan Agreement between Arkansas Development Finance Authority and Atlantis
      Plastics Injection Molding, Inc. (formerly known as Cyanede Plastics,
      Inc.), dated March 18, 1992. (10.69)(5)

10.17 Promissory Note from Atlantis Plastics Injection Molding, Inc. (formerly
      known as Cyanede Plastics, Inc.), to the Arkansas Development Finance
      Authority, in the amount of $1,600,000, dated June 1, 1992. (10.70)(5)

                                      -38-
<PAGE>

10.18 Office Lease, dated as of April 1, 1992, between Euram/1870 Exchange
      Associates and National Poly Products, Inc. (10.78)(5)

10.19 First Extension of lease agreement between Euram/1870 Exchange Associates
      and Atlantis Plastic Films, Inc., dated May 14, 1997. (10.21)(18)

10.20 Subordination and Attornment Agreement between State Farm Life Insurance
      Company and National Poly Products, Inc. dated April 6, 1992. (10.78)(5)

10.21 Intercreditor Agreement between Heller Financial, Inc., Arkansas
      Development Finance Authority and Worthen Trust Company, Inc. (10.40)(6)

10.22 Credit Agreement, dated February 22, 1993, between the Registrant and
      Heller Financial, Inc. (the "Heller Credit Agreement"). (10.39)(6)

10.23 First Amendment and Waiver, dated March 28, 1994, to Heller Credit
      Agreement. (10.29)(8)

10.24 Consent Letter, dated May 23, 1994, to Heller Credit Agreement. (10.30)(8)

10.25 Second Amendment, dated August 15, 1994, to Heller Credit Agreement.
      (10.31)(8)

10.26 Consent Letter, dated September 9, 1994, to Heller Credit Agreement.
      (10.32)(8)

10.27 Consent Letter, dated February 13, 1995, to Heller Credit Agreement.
      (10.33)(8)

10.28 Consent and Waiver Letter, dated February 24, 1995, to Heller Credit
      Agreement. (10.34)(8)

10.29 Third Amendment to Heller Credit Agreement and Consent, dated as of March
      30, 1995. (10.3)(9)

10.30 Fourth Amendment to Heller Credit Agreement, dated as of September 30,
      1995. (10.2)(11)

10.31 Fifth Amendment to Heller Credit Agreement, dated as of December 31, 1995.
      (10.33)(12)

10.32 Sixth Amendment to Heller Credit Agreement, dated as of December 30, 1995.
      (10.1)(14)

10.33 Seventh Amendment to Heller Credit Agreement, dated as of September 5,
      1996. (10.2)(14)

10.34 Eighth Amendment to Heller Credit Agreement, dated as of November 6, 1996.
      (10.35)(15)

10.35 Ninth Amendment to Heller Credit Agreement, dated as of January 31, 1997.
      (10.36)(15)

10.36 Tenth Amendment to Heller Credit Agreement, dated as of August 4, 1997.
      (10.38)(18)

10.37 Eleventh Amendment to Heller Credit Agreement, dated as of November 3,
      1997. (10.7) (16)

10.38 Twelfth Amendment to Heller Credit Agreement, dated as of February 20,
      1998. (10.40)(18)

10.39 Thirteenth Amendment to Heller Credit Agreement, dated as of August 21,
      1998. (10.1)(21)

10.40 Fourteenth Amendment to Heller Credit Agreement, dated as of October 15,
      1998. (10.2)(21)

10.41 Fifteenth Amendment to Heller Credit Agreement, dated as of February 22,
      1999.(22)

10.42 Amended Revolving Note, dated February 20, 1998, between the Registrant
      and Heller Financial, Inc. (10.41)(18)

                                      -39-
<PAGE>

10.43 Lease with option to purchase Real Estate between Atlantis Plastic Films,
      Inc. and the City of Mankato, Minnesota, dated as of March 2, 1995.
      (10.35)(8)

10.44 * Employment Agreement, dated February 1, 1995, between the Registrant and
        Anthony F. Bova. (10.1)(9)

10.45 * Amendment dated April 8, 1996 to Employment Agreement dated February 1,
        1995 between Registrant and Anthony F. Bova. (10.1)(13)

10.46 * Amendment dated February 14, 1997 to Employment Agreement dated February
        1, 1995 between Registrant and Anthony F. Bova. (10.1)(16)

10.47 * Employment Agreement, dated March 6, 1995, between the Registrant and
        Paul Rudovsky. (10.2)(9)

10.48 * Amendment dated April 8, 1996 to Employment Agreement dated March 6,
        1995 between Registrant and Paul Rudovsky. (10.2)(13)

10.49 * Amendment dated February 14, 1997 to Employment Agreement dated March 6,
        1995 between Registrant and Paul Rudovsky. (10.2)(16)

10.50 Master Security Agreement and Promissory Note between Cyanede Plastics,
      Inc. and General Electric Capital Corporation ("GECC") in the amount of
      $2,673,919, dated as of February 23, 1995. (10.4)(9)

10.51 Corporate Guaranty of the Registrant of the obligations of Cyanede
      Plastics, Inc. to GECC, dated as of February 23, 1995. (10.5)(9)

10.52 Master Security Agreement and Promissory Note between Pierce Plastics,
      Inc. and GECC in the amount of $221,790, dated as of February 23, 1995.
      (10.6)(9)

10.53 Corporate Guaranty of the Registrant of the obligations of Pierce
      Plastics, Inc. to GECC, dated as of February 23, 1995. (10.7)(9)

10.54 Master Security Agreement and Promissory Note between Atlantis Plastic
      Films, Inc. (as successor by merger to Linear Films, Inc.) and GECC in the
      amount of $900,000, dated as of February 23, 1995. (10.10)(9)

10.55 Promissory Note from Atlantis Plastic Films, Inc. to GECC in the amount of
      $650,000, dated as of February 23, 1995. (10.11)(9)

10.56 Corporate Guaranty of the Registrant of the obligations of Atlantis
      Plastic Films, Inc. to GECC dated as of February 23, 1995. (10.12)(9)

10.57 Loan and Security Agreement by the Among Atlantis Plastic Films, Inc.,
      Cyanede Plastics, Inc., Pierce Plastics, Inc., Plastic Containers, Inc.
      and The CIT/Equipment Group Financing, Inc. ("CIT"), dated as of 4/13/95.
      (10.13)(9)

10.58 First Amendment to Loan and Security Agreement by and among Atlantis
      Plastic Films, Inc., Atlantis Plastics Injection Molding, Inc. (formerly
      known as Cyanede Plastics, Inc.) Pierce Plastics, Inc., Plastic
      Containers, Inc. and CIT dated to be effective as of December 31, 1995.
      (10.47)(12)

10.59 Second Amendment to Loan and Security Agreement by and among Atlantis
      Plastic Films, Inc., Atlantis Plastics Injection Molding, Inc. (formerly
      known as Cyanede Plastics, Inc.) Pierce Plastics, Inc. and CIT dated to be
      effective as of December 31, 1996. (10.51)(15)

10.60 Promissory Note from Atlantis Plastic Films, Inc., Cyanede Plastics, Inc.,
      Pierce Plastics, Inc., and Plastic Containers, Inc. to CIT in the amount
      of $15,000,000, dated as of April 13, 1995. (10.14)(9)

                                      -40-
<PAGE>

10.61 Guaranty of the Registrant of the obligations of Atlantis Plastic Films,
      Inc. to CIT, dated as of April 13, 1995. (10.15)(9)

10.62 Credit Agreement between Atlantis Plastics Injection Molding, Inc. and the
      Registrant and National City Bank, Northeast, dated as of May 19, 1995.
      (10.16)(10)

10.63 First Amendment to National City Bank, Northeast, Credit Agreement, dated
      as of September 30, 1995. (10.3)(11)

10.64 Second Amendment to National City Bank, Northeast, Credit Agreement, dated
      to be effective as of December 31, 1995. (10.52)(12)

10.65 Amendment and Restatement of Promissory Note by and between Atlantis
      Plastics Injection Molding, Inc. and the Registrant and National City
      Bank, Northeast, dated as of January 30, 1997. (10.57)( 15)

10.66 Third Amendment to National City Bank, Northeast, Credit Agreement, dated
      as of June 30, 1997. (10.7) (16)

10.67 Consolidated Amendment No. 1 to Credit Agreement between Atlantis Plastics
      Injection Molding, Inc. and the Registrant and National City Bank,
      Northeast, dated as of December 31, 1997. (10.66) (18)

10.68 Demand Promissory Note from Atlantis Plastic Films, Inc. to GECC in the
      amount of $1,280,579.70, dated as of May 8, 1995. (10.18)(12)

10.69 Sublease dated September 15, 1997 between Registrant and II Eagles
      Plastics, Inc. (10.3) (16)

10.70 Agreement dated September 15, 1997 between Registrant and II Eagles
      Plastics, Inc. (10.4) (16)

10.71 Equipment lease dated September 15, 1997 between Registrant and II Eagles
      Plastics, Inc. (10.5) (16)

21.1  Registrant's Subsidiaries(18)

23.1  Consent of Ernst & Young LLP relating to the Company's Registration
      Statements on Form S-8 (No. 333-34197 and No. 333-63855)(22)

23.2  Consent of Coopers & Lybrand L.L.P. relating to the Company's Registration
      Statements on Form S-8 (No. 333-34197 and No. 333-63855) (18)

27.1  Financial Data Schedule (for SEC use only)

------------

  (1)   Incorporated by reference to the exhibit shown in parentheses and filed
        with the Registrant's Form 8-B filed June 7, 1994.

  (2)   Incorporated by reference to the exhibit shown in parentheses and filed
        with the Registrant's Annual Report on Form 10-K for the year ended
        December 31, 1987.

  (3)   Incorporated by reference to the exhibit shown in parentheses and filed
        with the Registrant's registration statement on Form S-8 (No. 33-41012).

  (4)   Incorporated by reference to the exhibit shown in parentheses and filed
        with the Registrant's Annual Report on Form 10-K for the year ended
        December 31, 1991.

  (5)   Incorporated by reference to the exhibit shown in parentheses and filed
        with the Registrant's registration statement on Form S-2 (33-53152).

                                      -41-
<PAGE>

  (6)   Incorporated by reference to the exhibit shown in parentheses and filed
        with the Registrant's Annual Report on Form 10-K for the year ended
        December 31, 1992.

  (7)   Incorporated by reference to the exhibit shown in parentheses and filed
        with the Registrant's Report on Form 8-K filed June 3, 1994.

  (8)   Incorporated by reference to the exhibit shown in parentheses and filed
        with the Registrant's Annual Report on Form 10-K for the year ended
        December 31, 1994.

  (9)   Incorporated by reference to the exhibit shown in parentheses and filed
        with the Registrant's Quarterly Report on Form 10-Q for the quarter
        ended March 31, 1995.

 (10)   Incorporated by reference to the exhibit shown in parentheses and filed
        with the Registrant's Quarterly Report on Form 10-Q for the quarter
        ended June 30, 1995.

 (11)   Incorporated by reference to the exhibit shown in parentheses and filed
        with the Registrant's Quarterly Report on Form 10-Q for the ended
        September 30, 1995.

 (12)   Incorporated by reference to the exhibit shown in parentheses and filed
        with the Registrant's Annual Report on Form 10-K for the year ended
        December 31, 1995.

 (13)   Incorporated by reference to the exhibit shown in parentheses and filed
        with the Registrant's Quarterly Report on Form 10-Q for the quarter
        ended March 31, 1996.

 (14)   Incorporated by reference to the exhibit shown in parentheses and filed
        with the Registrant's Quarterly Report on Form 10-Q for the ended
        September 30, 1996.

 (15)   Incorporated by reference to the exhibit shown in parentheses and filed
        with the Registrant's Annual Report on Form 10-K for the year ended
        December 31, 1996.

 (16)   Incorporated by reference to the exhibit shown in parentheses and filed
        with the Registrant's Quarterly Report on Form 10-Q for the ended
        September 30, 1997.

 (17)   Incorporated by reference to Exhibit A filed with the Registrant's
        Schedule 14A filed on April 29, 1997.

 (18)   Incorporated by reference to the exhibit shown in parenthesis and filed
        the Registrant's Annual Report on Form 10-K for the year ended December
        31, 1997.

 (19)   Incorporated by reference to Exhibit A filed with the Registrant's
        Schedule 14A filed on April 17, 1998.

 (20)   Incorporated by reference to the exhibit shown in parenthesis and filed
        the Registrant's Quarterly Report on Form 10Q for the quarter ended
        March 31, 1998.

 (21)   Incorporated by reference to the exhibit shown in parenthesis and filed
        the Registrant's Quarterly Report on Form 10Q for the quarter ended
        September 30, 1998.

 (22)   Filed herewith.

        (b) REPORTS ON FORM 8-K

        During the fourth quarter of 1998, the Registrant filed no reports on
Form 8-K.

        (c) EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K

                                      -42-
<PAGE>

        The index to exhibits that are listed in Item 14(a)(3) of this report
        and not incorporated by reference follows the "Signatures" section
        hereof and is incorporated herein by reference.

        (d) FINANCIAL STATEMENT SCHEDULES REQUIRED BY REGULATION S-X

        See Item 14 (a) 2.

                                      -43-
<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.

                                          ATLANTIS PLASTICS, INC.

Date: March 25, 1999                      By: /s/       PAUL RUDOVSKY
                                              --------------------------------
                                                        PAUL RUDOVSKY
                                                 EXECUTIVE VICE PRESIDENT,
                                                 FINANCE AND ADMINISTRATION
                                                (PRINCIPAL FINANCIAL OFFICER)

      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 in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
          SIGNATURE                              TITLE                          DATE
          ---------                              -----                          ----
<S>                               <C>                                      <C>
/s/     EARL W. POWELL                   Chairman of the Board             March 25, 1999
-------------------------------
        EARL W. POWELL

                                     Director, Vice Chairman, and
/s/ PHILLIP T. GEORGE, M.D.       Chairman of the Executive Committee      March 25, 1999
-------------------------------
    PHILLIP T. GEORGE, M.D.

                                          President and Chief
                                           Executive Officer
/s/     ANTHONY F. BOVA              (Principal Executive Officer)         March 25, 1999
-------------------------------
        ANTHONY F. BOVA

                                        Executive Vice President
                                     Finance and Administration
/s/      PAUL RUDOVSKY               (Principal Financial Officer)         March 25, 1999
  -----------------------------
         PAUL RUDOVSKY

/s/ CHARLES D. MURPHY, III                      Director                   March 25, 1999
-------------------------------
    CHARLES D. MURPHY, III

/s/   CHESTER B. VANATTA                        Director                   March 25, 1999
-------------------------------
      CHESTER B. VANATTA

/s/     LARRY D. HORNER                         Director                   March 25, 1999
-------------------------------
        LARRY D. HORNER

/s/      CESAR ALVAREZ                          Director                   March 25, 1999
-------------------------------
         CESAR ALVAREZ
</TABLE>

                                      -44-
<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT
-------

  10.9      Assignment and Assumption of Lease between Registrant and Trivest
            II, Inc. (22)

  10.41     Fifteenth Amendment to Heller Credit Agreement, dated as of February
            22, 1999(22)

  23.1      Consent of Ernst & Young LLP relating to the Company's Registration
            Statements on Form S-8 (No. 333-34197 and No. 333-63855)(22)

  27.1      Financial Data Schedule (for SEC use only)

                                      -45-