Anchor Glass Container Corp – ‘10-12G’ on 11/12/97

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Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G      Anchor Glass Container Corporation                   112    642K 

Document Table of Contents

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

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

FORM 10 

GENERAL FORM FOR REGISTRATION OF SECURITIES 
PURSUANT TO SECTION 12(B) OR (G) OF 
THE SECURITIES EXCHANGE ACT OF 1934 

ANCHOR GLASS CONTAINER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                                                [Download Table]
                                                                                
                 DELAWARE                                       59-3417812      
     (STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER   
      INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NUMBER)

ONE ANCHOR PLAZA, 4343 ANCHOR PLAZA PKWY.                       33634-7513      
                TAMPA, FL                                       (ZIP CODE)      
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                                       

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (813) 884-0000 

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: 

CLASS A COMMON STOCK, PAR VALUE $0.10 PER SHARE 
SERIES A 10% CUMULATIVE CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE

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

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FORWARD-LOOKING STATEMENTS                                                      

    This Registration Statement contains forward-looking statements, including
statements regarding, among other items, (i) the expected realization of        
Anchor's business strategy and the cost savings estimated to be achieved in     
connection therewith and the costs associated therewith, (ii) the sufficiency of
cash flow and other sources of liquidity to fund Anchor's debt service          
requirements, working capital needs and other significant expenditures and (iii)
anticipated trends in the glass packaging industry, including with respect to   
industry capacity, product demand and pricing. Forward-looking statements are   
typically identified by the words "believe," "expect," "anticipate," "intend,"  
"estimate," "project" and similar expressions. These forward-looking statements 
are subject to a number of risks and uncertainties, many of which are beyond    
Anchor's control. Actual results could differ materially from those contemplated
by these forward-looking statements as a result of factors including those      
described below. In light of these risks and uncertainties, there can be no     
assurance that the results and events contemplated by the forward-looking       
information contained in this Registration Statement will in fact transpire.    
Readers are cautioned not to place undue reliance on these forward-looking      
statements, which speak only as of their dates. Anchor does not undertake any   
obligation to update or revise any forward-looking statements.                  

ITEM 1.  BUSINESS                                                               

    Unless otherwise noted, references to: (i) "Anchor" or "the Company" shall
mean Anchor Glass Container Corporation; (ii) "Consumers" shall mean Consumers  
Packaging Inc. and its Canadian subsidiary, Consumers International Inc.        
("Consumers International"); (iii) the "Anchor Acquisition" shall mean the      
acquisition by the Company of certain assets and the assumption of certain      
liabilities of Old Anchor on February 5, 1997; and (iv) "Old Anchor" shall mean 
the former Anchor Glass Container Corporation, which is currently a             
debtor-in-possession under Chapter 11 of the United States Bankruptcy Code of   
1978, as amended (the "Bankruptcy Code") and was renamed Anchor Resolution Corp.
following the Anchor Acquisition. Financial information set forth in this       
Registration Statement has been prepared in accordance with generally accepted  
accounting principles in the United States ("GAAP"). References to "C$" are to  
Canadian Dollars.                                                               

COMPANY OVERVIEW                                                                

    On a pro forma basis after giving effect to the Anchor Acquisition, Anchor
is the third largest manufacturer of glass containers in the United States, with
an approximate 19% share of U. S. glass container sales in 1996. Anchor produces
a diverse line of flint (clear), amber, green and other colored glass containers
of various types, designs and sizes. The Company manufactures and sells its     
products to many of the leading producers of beer, liquor, food, juice, tea,    
soda and mineral water. The Company focuses on the production of beer containers
as this product category accounted for 50% of the Company's pro forma 1996 unit 
sales, nearly twice the volume of its next largest category. After giving effect
to the Anchor Acquisition, for the year ended December 31, 1996, the Company had
pro forma net sales of $722.7 million.                                          

Consumers, Canada's only glass container manufacturer, indirectly owns
approximately 59% of Anchor on a fully diluted basis. By management's estimates,
Consumers produced in excess of 80% of all glass containers sold in Canada in   
1996, with U.S. glass container manufacturers (including Old Anchor) having     
produced most of the remainder. On a pro forma combined basis, after giving     
effect to the Anchor Acquisition, the Company and Consumers would have had total
net sales of over $1.0 billion in 1996, net of intercompany sales.              

The Company was formed in January 1997 by Consumers to consummate the 
Anchor Acquisition. Prior to the Anchor Acquisition on February 5, 1997, the    
Company did not conduct any operations. Consumers U.S., Inc. ("Consumers U.S.") 
was also formed in January 1997 by Consumers as a holding company for Anchor.   
Old Anchor was formed by members of the management of the Glass Container       
Division of Anchor Hocking Corporation (the "Glass Container Division") and     
persons associated with Wesray Corporation to carry out the leveraged           
acquisition in 1983 of the business and certain of the assets of the Glass      
Container Division. Old Anchor acquired Midland Glass Company, Inc. in 1984 and 
Diamond-Bathurst Inc. in 1987.                                                  

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  In November 1989, Vitro S.A. ("Vitro") acquired substantially all of the
stock of Old Anchor. Simultaneously, Vitro acquired all of the stock of         
Latchford Glass Company, which was subsequently merged into Old Anchor.         

During 1995, Old Anchor's performance began to deteriorate. Management
believes such deterioration was due to a number of factors, including the       
maintenance of excess production capacity at the expense of profitability. By   
keeping plants operating at less than efficient levels of operation, management 
believes Old Anchor suffered from high per unit production costs. In 1995 and   
1996, Old Anchor lost significant sales volumes with long-term contract based   
customers. Old Anchor continued to operate underutilized production capacity by 
accepting contracts for shorter production runs, which require more frequent    
retooling. In addition to filling plants with this lower margin business,       
management believes Old Anchor manufactured product for customers at facilities 
that were beyond a cost effective distribution range, incurring excessive       
shipping and freight costs. In addition, in 1996, facing surplus production     
capacity in a mature market, U.S. and Canadian glass container manufacturers    
engaged in intense price competition. In September 1996, Old Anchor filed for   
protection under Chapter 11 of the Bankruptcy Code.                             

   A new senior management team, including executives from Consumers and its
majority shareholder, G&G Investments, Inc. ("G&G"), who led the turnarounds at 
both Consumers and Glenshaw Glass Company, Inc. ("Glenshaw"), will implement a  
series of turnaround initiatives at Anchor. Further, in connection with a plan  
to simplify the corporate ownership structure of Consumers, the Company and     
their affiliates, Glenshaw may become a subsidiary of the Company.              

THE ANCHOR ACQUISITION AND THE NOTE OFFERING                                    

     The Anchor Acquisition.  On February 5, 1997, pursuant to an Asset Purchase
Agreement dated December 18, 1996, as amended (the "Asset Purchase Agreement"), 
between Consumers, Owens-Brockway Glass Container, Inc. ("Owens") and Old Anchor
(the rights and obligations of Consumers under the Asset Purchase Agreement     
having been assigned to the Company), the Company and Owens purchased           
substantially all of the assets of, and assumed certain liabilities, of Old     
Anchor. Old Anchor's Antioch and Hayward, California plants and its interest in 
Rocky Mountain Bottle Company were acquired, and the related liabilities        
assumed, by Owens (the "Owens Purchase"). In June 1997, Owens closed the Antioch
plant. The Company purchased substantially all of the other assets of Old       
Anchor, including eleven operating plants, several idled plants and other       
related assets. The Company also assumed certain other liabilities of Old       
Anchor, including certain of Old Anchor's liabilities in respect of the Anchor  
Glass Container Corporation Service Retirement Plan, the Anchor Glass Container 
Retirement Plan for Salaried Employees and the Pension Plan for Hourly Employees
of Latchford Glass Company and Associated Companies (collectively, the "Plans").
The Company did not assume Old Anchor's liabilities in respect of its bank debt,
debt securities and industrial revenue bonds.                                   

    The acquisition price is subject to a final adjustment based on an audited
January 10, 1997 balance sheet. For purposes of the closing of the Anchor       
Acquisition, the unaudited closing balance sheet was prepared by Old Anchor.    
Management of the Company believes that there may be certain adjustments to the 
closing balance sheet required which, if material, could impact the purchase    
price paid by the Company, the allocation of such purchase price, and as a      
result, the historical balance sheet of the Company at September 30, 1997 and   
pro forma balance sheet at December 31, 1996, included elsewhere in this        
Prospectus. See "Management's Discussion and Analysis of Financial Condition and
Results of Operation -- Factors Affecting Future Operating Results -- Balance   
Sheets; Purchase Price Adjustment."                                             

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The total sources and uses of funds in connection with the Anchor     
Acquisition and the Owens Purchase were as follows (dollars in millions):       

                                                        [Enlarge/Download Table]

              SOURCES OF FUNDS                                 USES OF FUNDS                
---------------------------------------------  ---------------------------------------------
                                                                                            
Revolving Credit Facility............  $  0.1                                               
Anchor Loan Facility................   130.0                                                
Owens Purchase......................   128.4                                                
Owens purchase of inventory(1)......     4.4                                                
Series B Preferred Stock(2).........    84.0                                                
Class B Common Stock(2).............     1.0                                                
Series A Preferred Stock(3)(5)......    56.0                                                
Class A Common Stock(3).............    12.0                                                
                                      ------                                                
     TOTAL SOURCES OF FUNDS.........  $415.9                                                
                                      ======                                                
Cash escrowed for creditors(4)......  $209.2                                                
Repayment of DIP credit facility....   108.6                                                
Other priority claims...............    11.1                                                
Cash pension payment(5).............     9.1                                                
Series A Preferred Stock pension                                                            
  payment(5)........................     9.0                                                
Series A Preferred Stock(4).........    47.0                                                
Class A Common Stock(4).............    12.0                                                
Fees and expenses...................     9.9                                                
                                      ------                                                
     TOTAL USES OF FUNDS............  $415.9                                                
                                      ======                                                

---------------                                                                 
(1) Anchor purchased certain inventory from Old Anchor, which was immediately   
resold to Owens.                                                        

(2) Issued to Consumers U.S. in exchange for cash contribution.                 

(3) Represents (a) 1,879,320 shares of Anchor's mandatorily redeemable 10%      
cumulative convertible preferred stock, par value $.01 per share (the   
    "Series A Preferred Stock"), (valued at $47.0 million) and 490,898 shares of
    Anchor's Class A Common Stock, par value $.10 per share (the "Class A Common
Stock") (valued at $12.0 million), issued to Smith Barney, Inc. ("Smith 
Barney") in escrow for the benefit of certain creditors of Old Anchor in
partial satisfaction of Old Anchor's liabilities to such creditors,     
  including, without limitation, the holders of Old Anchor's debt securities
 and industrial revenue bonds and (b) 360,000 shares of Series A Preferred
Stock (valued at $9.0 million) contributed to the Plans.                

(4) This amount is being held in escrow until the plan of reorganization for Old
Anchor is consummated. This cash will first be allocated to Old Anchor's
   senior secured creditors whose claims aggregate $158.0 million. Thereafter,
the balance of this cash will be allocated among (x) the holders of Old 
Anchor's 10.25% Series A Senior Notes due 2002 and 9.875% Senior        
Subordinated Debentures due 2008, the holders of which are unsecured    
creditors with claims aggregating approximately $307.0 million, and (y) 
    certain other unsecured creditors of Old Anchor, in both cases to supplement
  the 1,879,320 shares of Series A Preferred Stock (valued at $47.0 million)
and the 490,898 shares of Class A Common Stock (valued at $12.0 million)
issued to Smith Barney in escrow for such unsecured creditors.          

(5) $9.1 million in cash plus 360,000 shares of Series A Preferred Stock (valued
at $9.0 million) were contributed to the Plans.                         

The Note Offering.  In April 1997, the Company offered (the "Note     
Offering") its 11 1/4% First Mortgage Notes due 2005 (the "Notes"). The gross   
proceeds of the Note Offering were $150.0 million. The Company used             
approximately $130.0 million of such proceeds to repay all outstanding          
indebtedness under the Anchor Loan Facility, approximately $8.8 million to repay
advances outstanding under the Revolving Credit Facility and approximately $6.0 
million to pay fees and expenses incidental to the Note Offering with the       
remaining approximately $5.2 million of such proceeds used for working capital  
purposes.                                                                       

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PRODUCTS                                                                        

 The table below provides a summary by product group of Old Anchor's net
sales (in millions of dollars) and approximate percentage of net sales by       
product group for the years 1994 through 1996:                                  

                                                        [Enlarge/Download Table]

                                                  YEAR ENDED DECEMBER 31,                    
                                ------------------------------------------------------------ 
           PRODUCT                     1994                  1995                 1996       
------------------------------  ------------------     ----------------     ---------------- 
                                                                                             
Beer..........................  $  448.1      41.1%    $377.1      39.4%    $304.7      37.4%
Liquor/Wine...................     197.9      18.2      202.6      21.2      200.4      24.6 
Food..........................     202.9      18.6      172.1      18.0      166.0      20.4 
Tea...........................     126.0      11.6      104.7      10.9       61.0       7.5 
Beverage/Water................      70.5       6.5       60.1       6.3       42.1       5.2 
Other.........................      43.9       4.0       40.0       4.2       40.2       4.9 
                                --------     -----     ------     -----     ------     ----- 
          Total...............  $1,089.3     100.0%    $956.6     100.0%    $814.4     100.0%
                                ========     =====     ======     =====     ======     ===== 

  There can be no assurance that the information provided in the preceding
table is indicative of the glass container product mix of the Company in the    
remainder of 1997 or in subsequent years. Management's strategy is to focus on  
shifting its product mix towards those products management believes likely to   
both improve operating results and increase unit volume. In particular, Anchor  
will focus on the production of beer bottles, the market for which has grown at 
an average annual rate of 7% from 1991 to 1996. In addition, management is also 
implementing a strategy of cultivating longer term relationships with high      
volume customers.                                                               

CUSTOMERS                                                                       

    The Company produces glass containers mainly for a broad base of customers
in the food and beverage industries in the United States. The Company's top ten 
customers include well-known brand names such as The Stroh Brewery Company      
("Stroh's"), Anheuser-Busch Companies, Inc. ("Anheuser-Busch"), Latrobe (Rolling
Rock), The Coca-Cola Trading Company (non-carbonated), Bacardi International    
Limited, PepsiCo, Inc., Austin Nichols & Co., Inc. (Yoo Hoo), The J.M. Smucker  
Company, Saxco International Inc. and Specialty Products Company (Nabisco). The 
majority of the Company's glass container designs are produced to customer      
specifications and sold on a contract basis.                                    

 The Company's largest customer, Stroh's, accounted for 15.3% of its net
sales for the period from February 5, 1997 to September 30, 1997. Anheuser-Busch
and Stroh's accounted for 12.9% and 12.1%, respectively, of its pro forma net   
sales in 1996. The loss of either of such customers could have a material       
adverse effect on the Company's business, results of operations and financial   
condition. The Company's ten largest customers accounted for approximately 59.9%
of pro forma net sales in 1996, and 53.5% of net sales for the period from      
February 5, 1997 to September 30, 1997.                                         

 Anchor has entered into a contract with Stroh's to become the exclusive
producer of all glass beer containers for Stroh's product in the United States. 
In addition, following the Anchor Acquisition, the Company secured a contract   
with Anheuser-Busch to produce, subject to Anheuser-Busch's requirements,       
approximately 4.0 million gross during 1997, which represents approximately     
12.0% of the Company's 1997 volume currently under contract. During 1996,       
Anheuser-Busch substantially reduced its purchases from Old Anchor to 6.8       
million gross in 1996 and, before the Anchor Acquisition, had indicated its     
intention to cease doing business with Old Anchor after 1996. Management        
believes that the 1997 requirements contract for Anheuser-Busch represents an   
initial step in its strategy to strengthen customer relationships.              

     Certain of the Company's manufacturing plants currently produce bottles for
Adolph Coors Company ("Coors"), accounting for 11.1% of the Company's pro forma 
net sales in 1996. In connection with the Anchor Acquisition, the Company       
entered into an arrangement with Owens whereby the Company's facilities that    
historically produced bottles for Coors continued to produce bottles ordered by 
Coors from Owens during a transition period that ended in May 1997 with an      
extension for a limited number of lower volume items.                           

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MARKETING AND DISTRIBUTION                                                      

The Company's products are primarily marketed by an internal sales and
marketing organization that consists of 13 direct sales people and 27 business  
managers who are organized into teams with responsibility for each specific     
product line. Old Anchor's sales force was principally compensated based on     
increase of sales volume without regard to margin. Management has recently      
implemented a sales compensation program based on improving margin at the plant 
level as well as increases in sales volume. Marketing efforts by the Company's  
employees will be supplemented by Mr. Ghaznavi and his team of managers who plan
to leverage their relationships in the glass industry to increase sales at the  
Company. As a result of the Company's affiliation with Consumers and Glenshaw,  
management expects that Consumers and Glenshaw sales personnel will also market 
the capabilities of Anchor with respect to certain production in exchange for a 
market-based commission, thereby resulting in increased sales opportunities at  
Anchor.                                                                         

  Anchor anticipates that certain production will be reallocated among its
ongoing plants in order to maximize machine capability and geographic proximity 
to customers. In addition, Anchor intends to capitalize on its affiliation with 
Consumers, with certain U.S. customers formerly served by Consumers having their
production shifted to U.S.-based Anchor facilities closer to such customers and 
certain Canadian customers formerly served by Anchor having their production    
shifted to Canadian-based Consumers facilities closer to such customers, in each
case in exchange for a market-based commission payable to the entity shifting   
its existing production or responsible for the new business. With reduced       
shipping distances as a result of this reallocation of production, Anchor       
believes it will be able to reduce shipping time to customers, decrease levels  
of breakage incurred in shipping product over longer distances and improve      
efficiency at its plants resulting in faster and higher quality production and  
service for its customers.                                                      

SEASONALITY                                                                     

   Due principally to the seasonal nature of the brewing, iced tea and other
beverage industries, in which demand is stronger during the summer months, the  
Company's shipment volume is expected to be higher in the second and third      
quarters. Consequently, the Company normally builds inventory during the first  
quarter in anticipation of seasonal demands during the second and third         
quarters. Historically, the Company has scheduled shutdowns of its plants for   
furnace rebuilds and machine repairs in the first and fourth quarters of the    
year to coincide with scheduled holiday and vacation time under its labor union 
contracts. These shutdowns adversely affect profitability during the first and  
fourth quarters. The Company is reviewing alternatives to reduce downtime during
these holiday periods in order to minimize disruptions to the production process
and its negative affect on profitability.                                       

MANUFACTURING PROCESS                                                           

To manufacture glass containers, sand, limestone, soda ash and minor  
ingredients, along with crushed recycled glass (also known as "cullet"), are    
mixed in specific proportions and automatically fed into furnaces which,        
operating at temperatures of up to 2,860 degrees Fahrenheit, melt the raw       
material batch and produce molten glass. The molten glass flows from the furnace
through feeder orifices, is cut into gobs and then drops into molds located in  
automatic "individual section" glass forming machines ("IS Machines"). In these 
machines, mechanical devices and air pressure form the glass into its final     
shape. The containers are conveyed through an oven known as an annealing lehr to
anneal (or harden) the glass. Surface coatings are applied to strengthen the    
glass and lubricate it for easier handling.                                     

 Glass forming machines are generally operated for approximately five to
seven years before they are removed from the plant for rebuilding. When a       
machine is removed for rebuilding, a new or rebuilt machine is immediately      
installed in its place so as to minimize plant downtime.                        

   IS Machines vary in size, usually having eight, ten or twelve "sections."
Each section in turn may have from two to four bottle-producing "cavities"      
consisting of two sets of molds each. The first mold set receives the gob of    
glass from the furnace feeder and forms a "parison," which is roughly in the    
shape of the container. The parison is then transferred by the machine to the   
second (finish) mold set where it is blown into the final container shape using 
compressed air. During each machine "cycle," an IS Machine produces one bottle  
in                                                                              

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each of its cavities. Accordingly, an eight-section double-cavity machine       
produces sixteen bottles per machine cycle, while a ten-section triple-cavity   
machine produces thirty bottles per machine cycle. Typically, the largest       
machines are the most productive as they require less labor and related costs   
per unit produced.                                                              

    Glass forming machines also differ in the "speed," or number of cycles per
unit of time, that they can achieve. Typically, the faster the machine, the more
efficient and productive it is as, among other things, the fixed labor costs per
unit produced are reduced. However, certain products are not necessarily        
well-suited for the fastest IS Machines or those with the most bottle-producing 
cavities. IS Machines with a high number of bottle producing cavities would not 
be capable of producing particular product lines such as large or unusually     
shaped liquor bottles.                                                          

     Finally, IS Machines form containers by one of two processes: (i) the "blow
and blow" process, whereby both the parison and the final container are formed  
using compressed air or (ii) the more advanced "press and blow" method, whereby,
a precisely aligned metal plunger is used to press the molten glass into shape  
in the first mold set. The "press and blow" method has been used for many years 
to form all wide mouth food containers. A significant manufacturing advance has 
been the development of high speed IS Machines capable of producing high quality
beer and soft drink containers using the narrow-neck-press-and-blow process. The
narrow-neck-press-and-blow process enables bottles to be made with less glass   
and still meet strength requirements, which results in production cost savings. 
More importantly, it results in a lighter weight bottle that costs less to      
produce in terms of raw materials and energy per unit. These lightweight bottles
are also typically produced at higher machine speeds that increase productivity 
and further reduce per unit costs.                                              

SUPPLIERS AND RAW MATERIALS                                                     

  Sand, soda ash, limestone, cullet and corrugated packaging materials are
the principal materials used by the Company. All of these materials are         
available from a number of suppliers and the Company is not dependent upon any  
single supplier for any of these materials. Management believes that adequate   
quantities of these materials are and will be available from various suppliers. 
Material increases in the cost of any of these items could have a significant   
impact on the Company's operating results.                                      

  All of the Company's glass melting furnaces are equipped to burn natural
gas, which is the primary fuel used at its manufacturing facilities. Backup     
systems are in place at most facilities to permit the use of fuel oil or propane
should that become necessary. Electricity is used in certain instances for      
supplementary melting. The Company expects to be continually involved in        
programs to conserve and reduce its consumption of fuel. Although natural gas   
remains generally less expensive than electricity, prices for natural gas have  
fluctuated in recent years, with significant increases in 1993, declines in 1994
and 1995 and a significant increase again in 1996. While certain of these energy
sources may become increasingly in short supply, or subject to governmental     
allocation or excise taxes, the Company cannot predict the effects, if any, of  
such events on its future operations. In addition, the Company utilizes a       
natural gas risk management program to hedge future requirements and to minimize
fluctuations in the price of natural gas.                                       

COMPETITION                                                                     

    The glass container industry is a low growth and mature industry. This low
growth combined with excess capacity in the industry have made pricing an       
important competitive factor. In addition to price, companies in the glass      
container manufacturing industry compete on the basis of quality, reliability of
delivery and general customer service. The Company's principal competitors are  
Owens and Ball-Foster Glass Container Co., L.L.C. ("Ball-Foster"). These        
competitors are larger and have greater financial and other resources than the  
Company. The glass container industry in the United States is highly            
concentrated, with the three largest producers in 1996, which included Old      
Anchor, estimated to have accounted for 95% of 1996 production. Owens is        
generally believed to be the industry's lowest cost producer. Owens has a       
relatively large research and development staff and has in place numerous       
technology licensing agreements with other glass producers, including the       
Company. See "-- Intellectual Property."                                        

    The Company's business consists exclusively of the manufacture and sale of
glass containers. Certain other glass container manufacturers engage in more    
diversified business activities than the Company                                

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(including the manufacture and sale of plastic and metal containers). In        
addition, plastics and other forms of alternative packaging have made           
substantial inroads into the container markets in recent years and will continue
to affect demand for glass container products. According to industry sources,   
unit sales in the U.S. glass container manufacturing industry in 1996 were down 
2.1% from 1995. Competitive pressures from alternative forms of packaging,      
including plastics, as well as consolidation in the glass container industry,   
have resulted in excess capacity and have led to severe pricing pressures on    
glass container manufacturers.                                                  

During the period of its continued losses, insolvency and uncertainty 
regarding future operations and ownership, Old Anchor's relationships with many 
of its major customers were adversely affected and Old Anchor lost certain      
customers or received volume reductions and in many cases reduced prices        
substantially in order to maintain production volumes. In order to successfully 
improve the Company's operating performance as compared to Old Anchor, the      
Company will need to establish and maintain strong relationships with major     
customers based upon competitive pricing. However no assurance can be given that
the Company will be able to achieve this objective.                             

QUALITY CONTROL                                                                 

The Company maintains a program of quality control with respect to    
suppliers, line performance and packaging integrity for glass containers. The   
Company's production lines are equipped with a variety of automatic and         
electronic devices that inspect containers for dimensional conformity, flaws in 
the glass and various other performance attributes. Additionally, products are  
sample inspected and tested by Company employees on the production line for     
dimensions and performance and are also inspected and audited after packaging.  
Containers which do not meet quality standards are crushed and recycled as      
cullet.                                                                         

    The Company monitors and updates its inspection programs to keep pace with
modern technologies and customer demands. The Company maintains its own         
laboratory at its corporate headquarters where samples of glass and raw         
materials from its plants are routinely chemically and electronically analyzed  
to monitor compliance with quality standards. Laboratories are also maintained  
at each manufacturing facility to test various physical characteristics of      
products.                                                                       

INTELLECTUAL PROPERTY                                                           

    Pursuant to a Technology Assistance and License Agreement (the "Technology
Agreement") between Owens and Consumers, the Company is entitled to use patents,
trade secrets and other technical information of Owens relating to glass        
manufacturing technology. The agreement, entered into in February 1997, provides
for a term of up to ten years. Owens is generally considered one of the world's 
most technologically advanced manufacturers of glass containers. The Technology 
Agreement allows Anchor to plan capital investments in line with Owens' advanced
production techniques.                                                          

   While the Company holds various patents, trademarks and copyrights of its
own, it believes its business is not dependent upon any one of such patents,    
trademarks or copyrights.                                                       

EMPLOYEES                                                                       

     As of November 1, 1997, the Company employed approximately 3,350 persons on
a full-time basis. Approximately 550 of these employees are salaried office,    
supervisory and sales personnel. The remaining employees are represented        
principally by two unions, Glass, Molders, Pottery, Plastics and Allied Workers 
(the "GMP"), which represents approximately 90% of the Company's hourly         
employees, and the American Flint Glass Workers Union (the "AFGWU"), which      
represents approximately 10% of the Company's hourly employees. The Company's   
two labor contracts with the GMP and its two labor contracts with the AFGWU have
three year terms expiring on March 31, 1999 and August 31, 1999, respectively.  
Old Anchor was granted a deferral of the scheduled 1996 wage increase under its 
collective bargaining agreements. The Company granted the 1996 increase         
effective as of the date of the Anchor Acquisition, and the 1997 increase       
effective as of April 1, 1997. These two increases represent a 9% increase in   
wage rates as of April 1, 1997 as compared to 1996 wage rates. The Company is   
subject to OSHA and other laws regulating safety and noise exposure levels      

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in the production area of its plants. See "-- Environmental and Other Government
Regulation -- Heath and Safety Regulation."                                     

Old Anchor had not experienced a work stoppage since an industry-wide 
strike in 1968. The Company considers its employee relations to be good, and    
does not anticipate any material work stoppages in the near term.               

ENVIRONMENTAL AND OTHER GOVERNMENT REGULATION                                   

Environmental Regulation and Compliance.  The Company's operations are
subject to increasingly complex and detailed Federal, state and local laws and  
regulations including, but not limited to, the Federal Water Pollution Control  
Act of 1972, as amended, the U.S. Clean Air Act, as amended, and the Federal    
Resource Conservation and Recovery Act, as amended, that are designed to protect
the environment. Among the activities subject to regulation are the disposal of 
checker slag (furnace residue usually removed during furnace rebuilds), the     
disposal of furnace bricks containing chromium, the disposal of waste, the      
discharge of water used to clean machines and cooling water, dust produced by   
the batch mixing process, underground storage tanks and, air emissions produced 
by furnaces. In addition, the Company is required to obtain and maintain permits
in connection with its operations. Many environmental laws and regulations      
provide for substantial fines and criminal sanctions for violations. The Company
believes it is in material compliance with applicable environmental laws and    
regulations. It is difficult to predict the future development of such laws and 
regulations or their impact on future earnings and operations, but the Company  
anticipates that these standards will continue to require increased capital     
expenditures. There can be no assurance that material costs or liabilities will 
not be incurred.                                                                

  Certain environmental laws, such as the U.S. Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA" or "Superfund") and analogous
State laws provide for strict, joint and several liability for investigation and
remediation of releases of hazardous substances into the environment. Such laws 
may apply to properties presently or formerly owned or operated by an entity or 
its predecessors, as well as to conditions at properties at which wastes        
attributable to an entity or its predecessors were disposed. There can be no    
assurance that the Company or entities for which it may be responsible will not 
incur such liability in a manner that could have a material adverse effect on   
the financial condition or results of operations of the Company.                

    The Company is engaged in investigation and remediation projects at plants
currently being operated and at closed facilities. In addition, Old Anchor was  
named as a potentially responsible party (a "PRP") under CERCLA with respect to 
a number of sites. Of these sites, the Company has assumed responsibility with  
respect to four sites that are currently active. While the Company may be       
jointly and severally liable for costs related to these sites, in most cases, it
is only one of a number of PRPs who are also jointly and severally liable. With 
respect to the four currently active sites for which the Company has assumed    
responsibility, the Company estimates that its share of the aggregate cleanup   
costs of such sites should not exceed $2.0 million, and that the likely range   
after taking into consideration the contributions anticipated from other        
potentially responsible parties could be significantly less. However, no        
assurance can be given that the cleanup costs of such sites will not exceed $2.0
million or that the Company will have these funds available. The Company has    
established reserves of approximately $16.0 million for environmental costs     
which it believes are adequate to address the anticipated costs of remediation  
of these operated and closed facilities and its liability as a PRP under CERCLA.
The timing and magnitude of such costs cannot always be determined with         
certainty due to, among other things, incomplete information with respect to    
environmental conditions at certain sites, the absence of regulatory            
determinations with respect to environmental requirements at certain sites, new 
and amended environmental laws and regulations, and uncertainties regarding the 
timing of remedial expenditures.                                                

     Management anticipates that capital expenditures required for environmental
compliance will be approximately $1.8 million for 1997 and approximately $1.5   
million annually in 1998 and 1999. However, there can be no assurance that      
future changes in such laws, regulations or interpretations thereof or the      
nature of the Company's operations will not require the Company to make         
significant additional capital expenditures to ensure compliance in the future. 

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ERISA and Pension Deficiencies.  The Company maintains three defined  
benefit plans and two profit sharing plans that, prior to the Anchor            
Acquisition, were maintained by Old Anchor. These plans are covered by the      
Employee Retirement Income Security Act of 1974, as amended ("ERISA") and are   
tax qualified under the Internal Revenue Code of 1986, as amended (the "Code"), 
and subject to regulation by the Internal Revenue Service and the Department of 
Labor. The three defined benefit plans are also subject to regulation by the    
Pension Benefit Guaranty Corporation ("PBGC"). The Company's two profit sharing 
plans contain cash or deferred arrangements under Section 401(k) of the Code.   
The Company's tax-qualified plans must meet stringent requirements both in form 
and in operation in order to maintain their tax-qualified status. These         
requirements are constantly changing with the enactment of new pension          
legislation, the issuance of new Treasury regulations and other guidance from   
the Internal Revenue Service. The loss of a plan's qualified status could result
in the assessment of tax on the plan's trust income, disallowance of the        
Company's tax deduction for contributions, and immediate income tax liability   
upon individual participant's benefits.                                         

     The three defined benefit plans are subject to minimum funding requirements
under the Code and Title IV of ERISA. These funding requirements include the    
obligation to make quarterly contributions to the plans. Under ERISA, if any    
contribution is missed which, when added to any other missed payment, exceeds   
the amount of $1.0 million, an automatic lien in favor of the PBGC will arise on
all property of the Company and all members of its controlled group. In         
addition, under ERISA, the PBGC can institute proceedings to terminate any      
defined benefit plan for a number of reasons, including (i) the failure of the  
plan to meet ERISA's minimum funding requirements, (ii) the inability of the    
plan to pay benefits when due or (iii) the possible long-run loss of the PBGC   
with respect to the plan may reasonably be expected to increase unreasonably if 
the plan is not terminated. Upon termination of a plan, a lien arises in favor  
of the PBGC for the amount of the underfunding of the plan.                     

On January 9, 1997, the PBGC notified Old Anchor that it intended to  
institute involuntary termination proceedings with respect to the three defined 
benefit plans then maintained by Old Anchor that are now maintained by the      
Company. However, the PBGC reached an agreement with Vitro (the "Termination    
Agreement"), the parent of Old Anchor, in which Vitro agreed to provide a       
limited guaranty to the PBGC with respect to the unfunded benefit liabilities of
the Company's defined benefit plans, if the plans, or any one of them, are      
terminated before August 1, 2006. As a result of this agreement with Vitro, the 
threatened involuntary termination proceeding was never commenced. Under the    
terms of the Termination Agreement, the PBGC agreed that it would not implement 
proceedings to terminate the Company's defined benefit plans solely as a result 
of the Anchor Acquisition or the transactions contemplated by the Asset Purchase
Agreement.                                                                      

    The defined benefit plan covering salaried employees was frozen at the end
of 1994, and, at the end of 1996, was not underfunded under Statement of        
Financial Accounting Standards No. 87 ("SFAS No. 87"). However, the two defined 
benefit plans that are maintained for hourly employees are significantly        
underfunded and will require substantial cash contributions over the next few   
years. At the end of 1996, these two plans in the aggregate had unfunded        
benefits under SFAS No. 87 totaling approximately $76.7 million. Pension        
contributions made to the Plans during 1997, including the contributions made by
the Company upon the closing of the Anchor Acquisition ($9.1 million in cash and
$9.0 million in the Company's Series A Preferred Stock including $8.1 million in
cash and $8.0 million in Series A Preferred Stock contributed to the two hourly 
plans), were approximately $38.4 million. In addition, the underfunding of the  
two hourly plans required the payment of increased premiums to the PBGC under   
its pension guaranty program of approximately $1.8 million in 1997.             

    Pursuant to the Termination Agreement, a valuation of the shares of Series
A Preferred Stock contributed by the Company to the three defined benefit plans 
is to be performed, and if, based on such valuation, it is determined that the  
value of such shares as of February 5, 1997 plus the aggregate cash contribution
of $9.1 million made to those plans was less than $18.1 million, the Company    
will be obligated to contribute an amount in cash or "qualifying employer       
securities" (as defined in section 407(d)(5) of ERISA) equal to the difference  
between $18.1 million and the value of the shares and cash contributed.         

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     Management believes that the Company is now in material compliance with all
laws and regulations governing its employee benefit plans. In addition, based   
upon the Company's business plan, management believes the Company will have     
sufficient cash flow to meet its obligations to make pension contributions and  
pay PBGC premiums. However, there can be no assurance that future changes in    
such laws or regulations, or interpretations thereof, changes in the Company's  
business or in market conditions affecting the value of plan assets will not    
require the Company to expend amounts that exceed those that are now            
anticipated.                                                                    

Employee Health and Safety Regulation.  The Company's operations are  
subject to a variety of worker safety laws. The U.S. Occupational Safety and    
Health Act of 1970 ("OSHA") and analogous laws mandate general requirements for 
safe workplaces for all employees. The Company believes that its operations are 
in material compliance with applicable employee health and safety laws.         

   Deposit and Recycling Legislation.  In recent years, legislation has been
introduced at the Federal, state and local levels that would require a deposit  
or tax, or impose other restrictions, on the sale or use of certain containers, 
particularly beer and carbonated soft drink containers. To date, 10 states have 
enacted some form of deposit legislation, although no such new legislation has  
been enacted since 1986. The enactment of additional laws or comparable         
administrative actions that would require a deposit on beer or soft drink       
containers, or otherwise restrict their use, could have a material adverse      
effect on the Company's business. In jurisdictions where deposit legislation has
been enacted, the consumption of beverages in glass bottles has generally       
declined due largely to the preference of retailers for handling returned cans  
and plastic bottles. Container deposit legislation continues to be considered   
from time to time at various governmental levels.                               

  In lieu of this type of deposit legislation, several states have enacted
various anti-littering recycling laws that do not involve the return of         
containers to retailers. The use of recycled glass, and recycling in general,   
are not expected to have a material adverse effect on the Company's operations. 

ITEM 2.  FINANCIAL INFORMATION                                                  

UNAUDITED PRO FORMA FINANCIAL DATA

The following Unaudited Pro Forma Balance Sheet of the Company as of  
December 31, 1996 (the "Pro Forma Balance Sheet") gives effect to the formation 
of the Company, the Anchor Acquisition, the Note Offering and the application of
the net proceeds therefrom (collectively, the "Transactions"), as if each such  
event had occurred on December 31, 1996. The following Unaudited Pro Forma      
Statements of Operations of the Company for the year ended December 31, 1996 and
the nine months ended September 30, 1996 and 1997 (the "Pro Forma Statements of 
Operations" and, together with the Pro Forma Balance Sheet, the "Pro Forma      
Financial Statements") give effect to the Transactions as if each such event had
occurred on January 1, 1996 and 1997, respectively. The Pro Forma Financial     
Statements should be read in conjunction with "Management's Discussion and      
Analysis of Pro Forma Financial Condition and Results of Operations," the       
financial statements of the Company, together with the notes thereto,           
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations" and with the historical consolidated financial statements of Old    
Anchor, together with the notes thereto and the related "Management's Discussion
and Analysis of Financial Condition and Results of Operations for Old Anchor,"  
included elsewhere in this Registration Statement. The Pro Forma Financial      
Statements do not purport to be indicative of the results that would have       
actually been obtained had such Transactions been completed as of the assumed   
dates and for the periods presented, or that may be obtained in the future.     

    The Anchor Acquisition has been accounted for using the purchase method of
accounting, pursuant to which the purchase price is allocated among the acquired
assets and liabilities in accordance with estimates of fair value as of the date
of acquisition. The purchase price is subject to adjustment as provided in the  
Asset Purchase Agreement. Accordingly, the Pro Forma Balance Sheet reflects     
management's preliminary estimates of fair value as of the date of acquisition  
and of purchase accounting adjustments, and are based upon available information
and certain assumptions that the Company considers reasonable under the         
circumstances. On June 13, 1997, Old Anchor delivered to the Company the Closing
Balance Sheet, which indicates that Old Anchor believes that it is entitled to  
additional payments from the Company and Owens totaling approximately $76.3     
million relating primarily to purchase price adjustments. On July 28, 1997, the 
Company and                                                                     

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Owens delivered individual notices of disagreement to Old Anchor, opposing some 
of the adjustments sought by Old Anchor as well as asserting other adjustments  
in the Company's or Owen's favor. The Company's notice of disagreement requested
a reduction to the purchase price of approximately $96.8 million. There may be  
litigation and/or arbitration over some or all aspects of adjustments requested 
by all parties. Such adjustments, if material, could impact the purchase price  
paid by the Company in connection with the Anchor Acquisition, the allocation of
the purchase price and, as a result, the Pro Forma Balance Sheet. There have    
been numerous settlement discussions between the Company's management and key   
members of the creditors committee for Old Anchor which would eliminate the     
necessity for either arbitration or litigation. Based on these settlement       
discussions, management believes that any such settlement would not have a      
material adverse impact on the Pro Forma Balance Sheet. Consequently, the       
amounts reflected in the Pro Forma Balance Sheet are subject to change.         

In addition, for purposes of the Pro Forma Financial Statements, the  
historical financial information of Old Anchor as of and for the periods        
presented has been adjusted to eliminate the effect of certain assets and       
liabilities of Old Anchor not acquired or assumed by the Company in the Anchor  
Acquisition, in accordance with the terms of the Asset Purchase Agreement.      

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UNAUDITED PRO FORMA BALANCE SHEET 

DECEMBER 31, 1996 
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                         ANCHOR                                
                                                       RESOLUTION                              
                                                         CORP.      PRO FORMA                  
                                                       HISTORICAL  ADJUSTMENTS        PRO FORMA
                                                       ----------  -----------        ---------
                                                                                               
ASSETS                                                                                         
Current assets:                                                                                
Cash and cash equivalents.............................  $   4,898   $  (4,812)(a)     $  14,078
                                                                           (8)(b)              
                                                                       14,000(d)               
Accounts receivable...................................     55,851        (139)(a)        43,445
                                                                       (6,238)(b)              
                                                                       (6,029)(c)              
Inventories --                                                                                 
  Raw materials and manufacturing supplies............     28,528       1,749(a)         24,685
                                                                       (2,620)(b)              
                                                                       (2,972)(c)              
  Semi-finished and finished products.................    115,891      15,403(a)         93,558
                                                                      (14,875)(c)              
                                                                      (22,861)(b)              
Other current assets..................................     18,593      (8,880)(a)        13,743
                                                                         (573)(b)              
                                                                        4,603(c)               
Financing costs.......................................         --      11,572(g)             --
                                                                      (11,572)(g)(n)           
                                                          -------    --------          --------
          Total current assets........................    223,761     (34,252)          189,509
Property, plant and equipment, net....................    310,770      (7,200)(a)       320,985
                                                                      (26,683)(b)              
                                                                       44,098(c)               
Other assets..........................................     52,072     (10,506)(a)        22,421
                                                                       (2,804)(b)              
                                                                      (16,341)(c)              
Financing costs.......................................         --      14,149(d)(g)      14,149
Intangible pension asset..............................     17,140     (17,140)(a)            --
Investment in joint venture...........................     39,725     (39,725)(b)            --
Goodwill..............................................         --      47,000(c)         47,000
                                                          -------    --------          --------
          Total assets................................  $ 643,468   $ (49,404)        $ 594,064
                                                          =======    ========          ========

See notes to unaudited pro forma financial statements.

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UNAUDITED PRO FORMA BALANCE SHEET 

DECEMBER 31, 1996 
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                        ANCHOR                                  
                                                      RESOLUTION                                
                                                        CORP.       PRO FORMA                   
                                                      HISTORICAL   ADJUSTMENTS        PRO FORMA 
                                                      ----------   -----------        --------- 
                                                                                                
LIABILITIES AND STOCKHOLDERS' EQUITY                                                            
(DEFICIENCY IN ASSETS)                                                                          
Liabilities not subject to compromise:                                                          
Current liabilities:                                                                            
Debtor-in-Possession Facility........................ $   90,455    $ (90,455)(a)     $      -- 
Revolving Credit Facility............................         --          104(g)            104 
Senior Secured Notes.................................    158,025     (158,025)(a)            -- 
Accounts payable.....................................     25,727         (387)(a)        20,757 
                                                                       (1,961)(b)               
                                                                       (2,622)(c)(e)            
Accrued expenses.....................................     32,740       (6,217)(a)        57,416 
                                                                       (2,033)(b)               
                                                                       32,926(c)(e)             
Accrued interest.....................................      1,510       (1,510)(a)            -- 
Accrued compensation and employee benefits...........     60,423       (5,630)(b)        36,737 
                                                                      (18,056)(f)               
                                                       ---------    ---------          -------- 
          Total current liabilities..................    368,880     (253,866)          115,014 
Long-term debt.......................................         --      150,000(d)        152,376 
                                                                        2,376(c)(e)             
Pension liabilities..................................     44,179      (11,161)(b)        59,476 
                                                                       26,458(c)(e)             
Other long-term liabilities..........................    119,722      (16,294)(a)       119,802 
                                                                       (1,000)(b)               
                                                                       17,374(c)(e)             
Prepetition liabilities subject to compromise........    379,994     (379,994)(a)            -- 
                                                       ---------    ---------          -------- 
          Total liabilities..........................    912,775     (466,107)          446,668 
                                                       ---------    ---------          -------- 
Series A Preferred Stock.............................         --       55,983(h)(i)      55,983 
                                                       ---------    ---------          -------- 
Stockholders' equity (deficiency in assets):                                                    
  Series B Preferred Stock...........................         --       84,000(g)         84,000 
  Common Stock.......................................         --          139(g)            139 
  Warrants...........................................         --       10,518(g)         10,518 
  Capital in excess of par value.....................    576,300     (576,300)(a)         8,328 
                                                                        6,828(g)                
                                                                        1,500(g)                
  Accumulated deficit................................   (823,213)     823,213(a)        (11,572)
                                                                      (11,572)(g)(n)            
  Amount related to minimum pension liability........    (22,394)      22,394(a)             -- 
                                                       ---------    ---------          -------- 
                                                        (269,307)     360,720            91,413 
                                                       ---------    ---------          -------- 
          Total liabilities and stockholders' equity                                            
            (deficiency in assets)................... $  643,468    $ (49,404)        $ 594,064 
                                                       =========    =========          ======== 

See notes to unaudited pro forma financial statements.

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UNAUDITED PRO FORMA STATEMENT OF OPERATIONS 

YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                         ANCHOR                                
                                                       RESOLUTION                              
                                                         CORP.       PRO FORMA                 
                                                       HISTORICAL   ADJUSTMENTS     PRO FORMA  
                                                       ----------   -----------     ---------- 
                                                                                               
Net sales............................................. $  814,370    $ (91,689)(h)  $  722,681 
Costs and expenses:                                                                            
  Cost of products sold...............................    831,612      (85,242)(h)     718,098 
                                                                       (13,920)(i)             
                                                                        (3,141)(j)             
                                                                       (13,519)(k)             
                                                                         2,308(l)              
  Selling and administrative expenses.................     39,570           --          39,570 
  Restructuring and other charges.....................     49,973           --          49,973 
  Impairment of long-lived assets.....................    490,232     (490,232)(i)          -- 
  Write-up of assets held for sale....................     (8,967)       5,200(p)       (3,767)
                                                        ---------    ---------      ---------- 
Loss from operations..................................   (588,050)     506,857         (81,193)
Other income (expense), net...........................    (10,020)       5,553(h)        1,995 
                                                                         6,462(m)              
Interest expense......................................    (48,601)      29,153(n)      (19,448)
                                                        ---------    ---------      ---------- 
Loss before reorganization items, income taxes and                                             
  extraordinary items.................................   (646,671)     548,025         (98,646)
Reorganization items..................................     (5,008)          --          (5,008)
Income taxes..........................................     (1,825)          --          (1,825)
                                                        ---------    ---------      ---------- 
Loss before extraordinary items....................... $ (653,504)   $ 548,025      $ (105,479)
                                                        =========    =========      ========== 
Preferred stock dividends.............................               $ (12,318)(o)  $  (12,318)
                                                                     =========      ========== 
Loss before extraordinary items applicable to common                                           
  stock............................................... $ (653,504)   $ 535,707      $ (117,797)
                                                        =========    =========      ========== 
Weighted average common shares outstanding............                               1,393,513 
Loss per share applicable to common stock before                                               
  extraordinary items.................................                              $   (84.53)
OTHER DATA:                                                                                    
  EBITDA(q)........................................... $   34,824    $  (6,072)     $   28,752 
                                                        =========    =========      ========== 
  Depreciation and amortization....................... $  101,656    $ (39,912)     $   61,744 
                                                        =========    =========      ========== 
  Deficiency of earnings to cover fixed charges....... $  651,679    $(548,025)     $  103,654 
                                                        =========    =========      ========== 

See notes to unaudited pro forma financial statements.

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UNAUDITED PRO FORMA STATEMENT OF OPERATIONS 

NINE MONTHS ENDED SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                        [Enlarge/Download Table]

                                            ANCHOR                                               
                                          RESOLUTION       ANCHOR                                
                                         CORP. PERIOD   PERIOD FROM                              
                                         FROM JAN. 1,   FEB. 5, 1997                             
                                           1997 TO           TO         PRO FORMA                
                                         FEB. 4, 1997  SEPT. 30, 1997  ADJUSTMENTS    PRO FORMA  
                                         ------------  --------------  -----------    ---------- 
                                                                                                 
Net sales...............................   $ 62,560      $  415,636      $(8,483)(h)  $  469,713 
Costs and expenses:                                                                              
  Cost of products sold.................     70,608         386,130       (8,207)(h)     448,095 
                                                                            (613)(k)             
                                                                             177(l)              
  Selling and administrative expenses...      3,745          18,127           --          21,872 
                                           --------        --------      -------      ---------- 
Income (loss) from operations...........    (11,793)         11,379          160            (254)
Other income (expense), net.............       (595)            234          630(m)          269 
Interest expense........................     (2,437)        (12,725)         732(n)      (14,430)
                                           --------        --------      -------      ---------- 
Loss before reorganization items and                                                             
  extraordinary item....................    (14,825)         (1,112)       1,522         (14,415)
Reorganization items....................       (827)             --           --            (827)
                                           --------        --------      -------      ---------- 
Loss before extraordinary item..........   $(15,652)     $   (1,112)     $ 1,522      $  (15,242)
                                           ========        ========      =======      ========== 
Preferred stock dividends...............                 $   (8,032)     $(1,181)(o)  $   (9,213)
                                                           ========      =======      ========== 
Loss before extraordinary item                                                                   
  applicable to common stock............   $(15,652)     $   (9,144)     $   341      $  (24,455)
                                           ========        ========      =======      ========== 
Weighted average common shares                                                                   
  outstanding...........................                  1,183,909                    1,393,513 
Loss per share applicable to common                                                              
  stock before extraordinary item.......                 $    (7.72)                  $   (17.55)
OTHER DATA:                                                                                      
  EBITDA(q).............................   $ (4,783)     $   48,611      $  (675)     $   43,153 
                                           ========        ========      =======      ========== 
  Depreciation and amortization.........   $  7,605      $   36,998      $(1,465)     $   43,138 
                                           ========        ========      =======      ========== 
  Deficiency of earnings to cover fixed                                                          
     charges............................   $ 15,652      $    1,112      $(1,522)     $   15,242 
                                           ========        ========      =======      ========== 

See notes to unaudited pro forma financial statements.

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UNAUDITED PRO FORMA STATEMENT OF OPERATIONS 

NINE MONTHS ENDED SEPTEMBER 30, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                          ANCHOR                               
                                                        RESOLUTION                             
                                                          CORP.       PRO FORMA                
                                                        HISTORICAL   ADJUSTMENTS     PRO FORMA 
                                                        ----------   -----------     --------- 
                                                                                               
Net sales.............................................. $  640,049    $ (71,317)(h)  $ 568,732 
Costs and expenses:                                                                            
  Cost of products sold................................    636,917      (65,416)(h)    554,156 
                                                                        (10,440)(i)            
                                                                         (8,636)(k)            
                                                                          1,731 (l)            
  Selling and administrative expenses..................     30,736           --         30,736 
  Restructuring and other charges......................     49,973           --         49,973 
                                                         ---------     --------      --------- 
Loss from operations...................................    (77,577)      11,444        (66,133)
Other income (expense), net............................     (3,379)       1,319 (h)      2,413 
                                                                          4,473 (m)            
Interest expense.......................................    (42,160)      27,730 (n)    (14,430)
                                                         ---------     --------      --------- 
Loss before reorganization items, income taxes and                                             
  extraordinary items..................................   (123,116)      44,966        (78,150)
Reorganization items...................................     (1,576)          --         (1,576)
Income taxes...........................................     (1,825)          --         (1,825)
                                                         ---------     --------      --------- 
Loss before extraordinary items........................ $ (126,517)   $  44,966      $ (81,551)
                                                         =========     ========      ========= 
Preferred stock dividends..............................               $  (9,213)(o)  $  (9,213)
                                                                       ========      ========= 
Loss before extraordinary items applicable to common                                           
  stock................................................ $ (126,517)   $  35,753      $ (90,764)
                                                         =========     ========      ========= 
Weighted average common shares outstanding.............                              1,393,513 
Loss per share applicable to common stock before                                               
  extraordinary items..................................                              $  (65.13)
OTHER DATA:                                                                                    
  EBITDA(q)............................................ $   44,256    $ (12,952)     $  31,304 
                                                         =========     ========      ========= 
  Depreciation and amortization........................ $   75,239    $ (30,188)     $  45,051 
                                                         =========     ========      ========= 
  Deficiency of earnings to cover fixed charges........ $  124,692    $ (44,966)     $  79,726 
                                                         =========     ========      ========= 

See notes to unaudited pro forma financial statements.

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NOTES TO UNAUDITED PROFORMA FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 1996 AND NINE MONTHS ENDED
SEPTEMBER 30, 1997 AND 1996 

     The unaudited pro forma balance sheet as of December 31, 1996, gives effect
to the following unaudited pro forma adjustments:                               

(a)  Represents elimination of the assets not purchased and liabilities not     
   assumed, including the elimination of LIFO (last-in, first-out) reserves,
in the acquisition of certain assets and the assumption of certain    
     liabilities by the Company in accordance with the Asset Purchase Agreement.

(b)  Represents elimination of the assets purchased and liabilities assumed by  
Owens in accordance with their acquisition of the Antioch and Hayward,
    California plants and Old Anchor's investment in the Rocky Mountain Bottle
Company joint venture in accordance with the Agreement.               

(c)  The purchase price has been preliminarily allocated to the net assets of   
   Old Anchor based on estimated fair values at the date of acquisition with
   the excess of the cost fair value allocated to goodwill. Goodwill will be
amortized on a straight line basis over 20 years. The preliminary     
    allocation of the purchase price of the assets and liabilities acquired by
the Company is as follows:                                            

                                                                [Download Table]
                                                                             
Purchase price:                                                              
  Cash............................................................  $200,470 
  Class A Common Stock............................................     2,454 
  Series A Preferred Stock........................................    46,983 
  Fees and expenses...............................................     1,500 
                                                                    -------- 
                                                                    $251,407 
                                                                    ======== 
Preliminary allocation of purchase price:                                    
  Adjusted book value of Old Anchor...............................  $272,435 
  Estimated adjustments to various assets.........................   (35,614)
  Estimated adjustment to reflect property, plant and equipment at           
     fair value...................................................    44,098 
  Estimated acquisition, plant closing and reorganization related            
     liabilities(e)...............................................   (76,512)
  Goodwill........................................................    47,000 
                                                                    -------- 
                                                                    $251,407 
                                                                    ======== 

(d)  Reflects the Note Offering. The gross proceeds of $150.0 million therefrom,
net of fees of approximately $6.0 million, classified as long-term    
    financing costs, were used to repay the indebtedness under the Anchor Loan
Facility, to repay advances under the Revolving Credit Facility and to
provide Anchor with working capital of approximately $5.2 million.    
Financing costs will be amortized over the term of the related debt.  

(e)  Reflects the cost to close two manufacturing plants and other liabilities  
    incurred in the Anchor Acquisition. Anchor closed its Houston, Texas plant
in February 1997 and its Dayville, Connecticut plant in April 1997.   

(f)  Reflects a payment of plan contributions to Anchor pension plans of $9.1   
   million in cash and face amount $9.0 million (360,000 shares) of Series A
Preferred Stock.                                                      

(g)  Reflects issuance of equity in connection with the Anchor Acquisition. For 
    $85.0 million in cash, Anchor issued to Consumers U.S. $84.0 million of 8%
cumulative convertible Preferred Stock par value $.01 per share (the  
"Series B Preferred Stock") and $1.0 million of the Company's Class B 
   Common Stock, par value $.10 per share (the "Class B Common Stock.") Also
     reflected in stockholders' equity is $15.5 million representing transaction
 fees paid by Consumers and other financing costs incurred by Anchor, of
which $7.0 million is classified as long-term financing costs and $7.0
million is classified as short-term                                   

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NOTES TO UNAUDITED PROFORMA FINANCIAL STATEMENTS -- (CONTINUED) 

YEAR ENDED DECEMBER 31, 1996 AND NINE MONTHS ENDED
SEPTEMBER 30, 1997 AND 1996 

    financing costs. As part of the proceeds of the Anchor Acquisition, Anchor
    issued to the creditors of Old Anchor, $47.0 million of Series A Preferred
    Stock and $2.5 million of Class A Common Stock of Anchor. Debt incurred in
 the Anchor Acquisition consists of $130.0 million under the Anchor Loan
  Facility (which was repaid with proceeds of the Note Offering), and $0.1
    million of advances outstanding under the Revolving Credit Facility (which
   was also repaid with proceeds from the Note Offering). Fees on the Anchor
     Loan Facility of $11.6 million are written off as an extraordinary loss and
 fees on the Revolving Credit Facility of $3.1 million are classified as
long-term financing costs. In conjunction with the Note Offering, the 
 Company entered into a currency exchange rate agreement, the balance of
which is recorded as a reduction of deferred financing fees.          

The unaudited pro forma statements of operations for the year ended   
December 31, 1996 and the nine months ended September 30, 1997 and 1996, give   
effect to the following unaudited pro forma adjustments:                        

(h)  Reflects the elimination of the operations of Old Anchor plants purchased  
 by Owens and the elimination of Old Anchor's share of operations of the
Rocky Mountain Bottle Company joint venture for the periods presented.

(i)  Reflects the elimination of Old Anchor's historical amortization of        
goodwill for the periods presented and the elimination of Old Anchor's
historical impairment of long-lived assets as of December 31, 1996.   

(j)  Reflects the elimination of the LIFO (last-in, first-out) provision        
recorded for the year ended December 31, 1996.                        

(k)  Reflects the reduction of Old Anchor's historical depreciation for the     
    effects of the purchase price allocation to property, plant and equipment.

(l)  Reflects the amortization of goodwill on a straight-line basis over 20     
years.                                                                

(m)  Reflects the elimination of the amortization of deferred financing fees    
recorded by Old Anchor.                                               

(n)  Pro forma interest expense and amortization of financing costs has been    
    calculated on pro forma debt levels and applicable interest rates assuming
the Note Offering was consummated as of the beginning of the periods  
indicated:                                                            

                                                        [Enlarge/Download Table]

                                                                  NINE MONTHS    NINE MONTHS 
                                                    YEAR ENDED       ENDED          ENDED    
                                                   DECEMBER 31,  SEPTEMBER 30,  SEPTEMBER 30,
                                                       1996          1997           1996     
                                                   ------------  -------------  -------------
                                                                                             
Elimination of interest expense recorded by Old                                              
  Anchor.........................................    $(48,601)      $(2,437)      $ (42,160) 
Elimination of interest expense related to the                                               
  Anchor Loan Facility...........................          --        (3,220)             --  
Interest on borrowings under the Notes of $150.0                                             
  million at an interest rate of 11.25% assumed                                              
  to be outstanding for the full period..........      16,875         5,062          12,656  
Interest on borrowings under the Revolving Credit                                            
  Facility of $0.1 million assuming an interest                                              
  rate of 8.25%..................................           8          (216)              6  
Other interest expense...........................         560            --             264  
Amortization of financing fees related to the                                                
  Notes over a term of eight years and the                                                   
  Revolving Credit Facility over a term of five                                              
  years..........................................       2,005            79           1,504  
                                                     --------       -------        --------  
                                                     $(29,153)      $  (732)      $ (27,730) 
                                                     ========       =======        ========  

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NOTES TO UNAUDITED PROFORMA FINANCIAL STATEMENTS -- (CONTINUED) 

YEAR ENDED DECEMBER 31, 1996 AND NINE MONTHS ENDED
SEPTEMBER 30, 1997 AND 1996 

     On a historical basis, the Company has written off the capitalized deferred
 financing fees of the Anchor Loan Facility as of the date that the Note
  Offering was consummated. This amount, $11.2 million, was recorded as an
extraordinary loss in the second quarter of 1997.                     

(o)  Reflects the dividends on Series A Preferred Stock of $56.0 million and    
Series B Preferred Stock of $84.0 million.                            

(p)  Reflects the elimination of a portion of Old Anchor's historical write-up  
 of assets held for sale related to plant facilities not acquired in the
Anchor Acquisition for the year ended December 31, 1996.              

(q)  EBITDA (earnings before interest, taxes, depreciation and amortization) is 
an amount equal to income (loss) before income taxes and extraordinary
     items, plus the amounts of restructuring charges, reorganization items, the
  impairment of long-lived assets, interest, depreciation and amortization
     and less the write-up of assets held for sale included in the determination
   of income (loss) before income taxes and extraordinary items. EBITDA is a
    measure of the Company's debt service ability. It is not an alternative to
net income as a measure of the Company's results of operations (as    
interest, taxes, depreciation and amortization are included in the    
     determination of net income) or to cash flows as a measure of liquidity (as
cash flows include the cash effects of all operating, financing and   
investing activities).                                                

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF PRO FORMA 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

PRO FORMA RESULTS OF OPERATIONS                                                 

    The discussion set forth below compares the Company's pro forma results of
operations for the nine months ended September 30, 1996 and 1997 after giving   
effect to the formation of the Company, the Anchor Acquisition, the Note        
Offering and the application of the net proceeds therefrom as if each such event
had occurred at the beginning of the periods presented. A discussion of Old     
Anchor's historical results of operations for the year ended December 31, 1996  
as compared to Old Anchor's historical results of operations for the year ended 
December 31, 1995, and the year ended December 31, 1995 as compared to the year 
ended December 31, 1994, is also included elsewhere in this Prospectus. The     
information and data included in the following discussion has been derived from 
the unaudited Pro Forma Financial Statements of the Company, and exclude the Old
Anchor plants and joint venture interest acquired by Owens in connection with   
the Anchor Acquisition, and give effect to the replacement of Old Anchor's      
capital structure with the capital structure of the Company. The Company is     
implementing a new business strategy, including the Plant Closings and the      
Headquarters Cost Reductions, although the effects on the Company's results of  
operations resulting therefrom are not reflected in the pro forma results of    
operations discussed below.                                                     

The data included in the following table for the nine months ended    
September 30, 1996 and 1997 has been derived from the Pro Forma Statements of   
Operations of the Company. See "Unaudited Pro Forma Financial Statements."      
Management believes this data is not necessarily indicative of the results of   
operations that would have been achieved by the Company had the Anchor          
Acquisition actually occurred at the beginning of the respective periods.       
Furthermore, management believes this data is not necessarily indicative of     
Anchor's future results.                                                        

                                                        [Enlarge/Download Table]

                                                             NINE MONTHS ENDED SEPTEMBER 30,        
                                                      ----------------------------------------------
                                                        1996     % OF SALES      1997     % OF SALES
                                                      --------   ----------    --------   ----------
                                                                                                    
Net sales............................................ $568,732     100.0%      $469,713      100.0% 
Cost of products sold................................  554,156       97.4       448,095       95.4  
Selling and administrative expenses..................   30,736        5.4        21,872        4.7  
Restructuring and other charges......................   49,973        8.8            --         --  
Loss from operations.................................  (66,133)     (11.6)         (254)      (0.1) 
Interest expense.....................................  (14,430)      (2.5)      (14,430)      (3.1) 
Loss before reorganization items and extraordinary                                                  
  item...............................................  (78,150)     (13.7)      (14,415)      (3.1) 
Loss before extraordinary item.......................  (81,551)     (14.3)      (15,242)      (3.2) 

PRO FORMA FIRST NINE MONTHS OF 1997 COMPARED TO PRO FORMA FIRST NINE MONTHS OF  
1996                                                                            

    The loss from operations for the pro forma nine months ended September 30,
1997 was $0.3 million compared to a loss from operations of $66.1 million for   
the pro forma nine months ended September 30, 1996. The loss before             
extraordinary item was $15.2 million for the pro forma first nine months of 1997
compared to $81.6 million for the comparable pro forma period of 1996. Included 
in the pro forma 1996 results was a first quarter charge of $50.0 million for   
Old Anchor's 1996 restructuring program. Net sales for the pro forma first nine 
months of 1997 were $469.7 million, a decrease of 17.4% compared with the 1996  
pro forma first nine months.                                                    

   Following the Anchor Acquisition on February 5, 1997, management began an
implementation of a business strategy that it believes can significantly improve
upon Old Anchor's operating results. The objectives of this strategy are to (i) 
reduce the cost structure of the Company, (ii) improve production planning and  
product mix and (iii) strengthen customer relations.                            

     Cost reductions are being effected through the closure of certain plants to
remove excess capacity and a targeted expense reduction program to create a     
leaner organization through the elimination of excess layers of management      
including the consolidation of certain corporate functions. Since the Anchor    
Acquisition, the                                                                

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Company has closed its Houston, Texas plant effective February 1997 and its     
Dayville, Connecticut plant effective April 1997 (the "Plant Closings"). The    
Company has reduced 25% of corporate headquarters positions effective as of     
March 1997.                                                                     

 With the elimination of excess capacity, management believes it will be
able to improve efficiency and operating results by reallocating production     
among the Company's manufacturing facilities according to machine strength and  
by instituting longer production runs with fewer mold and color changes.        

The Company believes that reestablishing the positive customer        
relationships Old Anchor benefitted from in the past is essential to improving  
financial performance. Management has already begun to rebuild relationships    
with some of Old Anchor's larger volume customers.                              

LIQUIDITY AND CAPITAL RESOURCES                                                 

For a discussion of Liquidity and Capital Resources, see "Management's
Discussion and Analysis of Financial Condition and Results of                   
Operations -- Liquidity and Capital Resources."                                 

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SELECTED HISTORICAL FINANCIAL DATA

    The following table sets forth certain historical financial information of
the Company and of Old Anchor. The selected financial data for the period from  
February 5, 1997 to September 30, 1997 has been derived from the Company's      
unaudited condensed financial statements included elsewhere in this Registration
Statement. The selected financial data for the nine months ended September 30,  
1996 and for the period from January 1, 1997 to February 4, 1997 has been       
derived from Old Anchor's unaudited condensed financial statements included     
elsewhere in this Registration Statement. The following information should be   
read in conjunction with the Company's unaudited condensed financial statements 
and "Management's Discussion and Analysis of Financial Condition and Results of 
Operations," included elsewhere in this Registration Statement.                 

                                                        [Enlarge/Download Table]

                                                    OLD ANCHOR HISTORICAL                                    
                                           ---------------------------------------            ANCHOR         
                                              NINE MONTHS          PERIOD FROM             PERIOD FROM       
                                                 ENDED          JANUARY 1, 1997 TO     FEBRUARY 5, 1997 TO   
                                           SEPTEMBER 30, 1996    FEBRUARY 4, 1997    SEPTEMBER 30, 1997(1)(8)
                                           ------------------   ------------------   ------------------------
                                                                 (DOLLARS IN THOUSANDS)                      
                                                                                                             
STATEMENT OF OPERATIONS DATA:                                                                                
Net sales................................      $  640,049            $ 62,560                $415,636        
Cost of products sold....................         636,917              70,608                 386,130        
Selling and administrative expenses......          30,736               3,745                  18,127        
Restructuring and other charges(2).......          49,973                  --                      --        
                                                 --------            --------                 -------        
Income (loss) from operations............         (77,577)            (11,793)                 11,379        
Other income (expense), net..............          (3,379)               (595)                    234        
Interest expense(3)......................         (42,160)             (2,437)                (12,725)       
                                                 --------            --------                 -------        
Loss before reorganization items, income                                                                     
  taxes and extraordinary items(5).......        (123,116)            (14,825)                 (1,112)       
Reorganization items.....................          (1,576)               (827)                     --        
Income taxes(4)..........................          (1,825)                 --                      --        
Extraordinary items(5)...................          (2,336)                 --                 (11,200)       
                                                 --------            --------                 -------        
Net loss.................................      $ (128,853)           $(15,652)               $(12,312)       
                                                 ========            ========                 =======        
Preferred stock dividends................                                                    $ (8,032)       
                                                                                              =======        
Loss before extraordinary items                                                                              
  applicable to common stock.............                                                    $ (9,144)       
                                                                                              =======        
Loss applicable to common stock..........                                                    $(20,344)       
                                                                                              =======        
BALANCE SHEET DATA (at end of period):                                                                       
Accounts receivable......................      $   85,130            $ 60,978                $ 60,840        
Inventories..............................         166,527             148,731                 118,191        
Total assets.............................       1,195,601             651,801                 588,712        
Total debt...............................         575,732             570,335                 158,168        
Total stockholders' equity (deficiency in                                                                    
  assets)................................         253,234            (284,959)                 87,023        
OTHER FINANCIAL DATA:                                                                                        
EBITDA(6)................................      $   44,256            $ (4,783)               $ 48,611        
Depreciation and amortization............          75,239               7,605                  36,998        
Capital expenditures.....................          36,144               7,184                  21,152        
Ratio of earnings to fixed charges(7)....              --                  --                      --        

---------------                                                                 
(1) The Anchor Acquisition was consummated on February 5, 1997. Accordingly, the
   information provided for Old Anchor for the nine months ended September 30,
1996 and for the period from January 1, 1997 to February 4, 1997 is not 
  comparable to the information provided for the Company for the period from
February 5, 1997 to September 30, 1997.                                 

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(2) Restructuring and other charges reflects Old Anchor's implementation of a   
series of restructuring plans in an effort to respond to the continued  
decline in industry sales volume combined with, in 1996, the loss of a  
    significant portion of the business of Old Anchor's largest customer. During
   the year ended December 31, 1996, the Company recorded an adjustment to the
   carrying value of certain idled facilities held for sale. These assets were
    previously written down to an estimated net realizable value. Upon a current
evaluation of quotes and offers on these properties in 1996, Old Anchor 
increased their net carrying value by approximately $9.0 million. The   
balance of the restructuring liability is anticipated to be expended and
charged against the liability over the next three years.                

(3) Because of the Chapter 11 proceeding of Old Anchor, there had been no       
   accrual of interest on the $100.0 million 10.25% Senior Notes or the $200.0
   million 9.875% Senior Subordinated Debentures of Old Anchor since September
12, 1996. If accrued, interest expense would have increased $1.5 million
during the nine months ended September 30, 1996.                        

(4) Income tax provision reflects any additional valuation allowances required  
to be recorded under Statement of Financial Accounting Standards No.    
 109 -- Accounting for Income Taxes ("SFAS 109"). The adoption of SFAS 109
effective January 1, 1993 resulted in an increase in the cumulative net 
 deferred tax asset by $1.8 million. Under SFAS 109, deferred income taxes
reflect the net tax effects of temporary differences between carrying   
  amounts of assets and liabilities for financial reporting purposes and the
    amounts used for income tax purposes, and are measured using the enacted tax
  rates and laws that will be in effect when the differences are expected to
  reverse. If on the basis of available evidence, it is more likely than not
 that all or a portion of the deferred tax asset will not be realized, the
asset must be reduced by a valuation allowance.                         

(5) Extraordinary items in the nine months ended September 30, 1996 and the     
period from February 5, 1997 to September 30, 1997 resulted from the    
write-off of financing costs related to debt extinguished during these  
periods.                                                                

(6) EBITDA (earnings before interest, taxes, depreciation and amortization)     
("EBITDA") is an amount equal to income (loss) before income taxes,     
reorganization items and extraordinary items plus the amounts of        
    restructuring charges, interest, depreciation and amortization as calculated
below, using income (loss) from operations as a starting point:         

                                                        [Enlarge/Download Table]

                                                       OLD ANCHOR                                       
                                         ---------------------------------------          ANCHOR        
                                            NINE MONTHS          PERIOD FROM            PERIOD FROM     
                                               ENDED          JANUARY 1, 1997 TO    FEBRUARY 5, 1997 TO 
                                         SEPTEMBER 30, 1996    FEBRUARY 4, 1997     SEPTEMBER 30, 1997  
                                         ------------------   ------------------   ---------------------
                                                             (DOLLARS IN THOUSANDS)                     
                                                                                                        
Income (loss) from operations...........      $(77,577)            $(11,793)              $11,379       
Other income (expense), net.............        (3,379)                (595)                  234       
Restructuring and other charges.........        49,973                   --                    --       
Depreciation and amortization...........        75,239                7,605                36,998       
                                              --------             --------               -------       
EBITDA..................................      $ 44,256             $ (4,783)              $48,611       
                                              ========             ========               =======       

 EBITDA is a measure of the Company's debt service ability. It is not an
alternative to net income as a measure of the Company's results of    
operations (as interest, taxes, depreciation and amortization,        
reorganization items and restructuring charges are included in the    
     determination of net income) or to cash flows as a measure of liquidity (as
cash flows include the cash effects of all operating, financing and   
investing activities).                                                

(7) For purposes of computing the ratio of earnings to fixed charges, earnings  
consist of income before income taxes and extraordinary items plus fixed
   charges. Fixed charges consist of interest and amortization of debt expense
plus a portion of operating lease expense representative of the interest
factor. There was a deficiency of earnings to cover fixed charges in the
nine months ended September 30, 1996, the period from January 1, 1997 to
   February 4, 1997 and the period from February 5, 1997 to September 30, 1997
of $124.7 million, $15.7 million and $1.1 million, respectively.        

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(8) In connection with the procedure to review and, if necessary, adjust the    
purchase price paid by the Company in connection with the Anchor        
   Acquisition, Deloitte & Touche LLP, independent accountants for Old Anchor,
 were engaged by Old Anchor to audit its balance sheet at January 10, 1997
    (the "Closing Balance Sheet"). Management of the Company believes that there
  may be certain adjustments to the Closing Balance Sheet required which, if
   material, could impact the purchase price paid by the Company in connection
    with the Anchor Acquisition, the allocation of such purchase price and, as a
 result, the historical balance sheet of the Company at September 30, 1997
and the pro forma balance sheet for the Company at December 31, 1996,   
included elsewhere in this Prospectus.                                  

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS 

OVERVIEW                                                                        

The Company was formed in January 1997 to consummate the Anchor       
Acquisition. On February 5, 1997, pursuant to the Asset Purchase Agreement, the 
Company and Owens acquired substantially all of the assets of, and assumed      
certain liabilities of, Old Anchor. In the Anchor Acquisition, the Company      
purchased eleven operating glass container manufacturing facilities and other   
related assets. Prior to the Anchor Acquisition, the Company had no operations  
and therefore the following discussion represents activity from February 5, 1997
through September 30, 1997 (the "1997 Period").                                 

RESULTS OF OPERATIONS                                                           

Income from operations for the 1997 Period was $11.4 million and the  
Company recorded a net loss of $12.3 million. Included in the results of        
operations for the 1997 Period is an extraordinary loss of $11.2 million for the
write-off of certain financing fees in connection with the issuance of the Notes
and repayment of the Anchor Loan Facility. Without this extraordinary loss, the 
Company would have had a net loss for the 1997 Period of $1.1 million.          

     While operations for the Company are not comparable to those of Old Anchor,
sales for the continuing plants operated by the Company were $415.6 million for 
the 34 weeks ended September 30, 1997 or approximately $12.2 million per week.  
Sales for the comparable plants for the first nine months of 1996 (39 weeks)    
under Old Anchor were approximately $507.0 million or approximately $13.0       
million per week. Income from operations for the continuing plants for the 33   
weeks ended September 30, 1997 was approximately $11.4 million while these same 
plants produced an operating loss of approximately $16.0 million during the     
first nine months of 1996.                                                      

Following the Anchor Acquisition, management began implementation of a
business strategy that it believes can significantly improve upon Old Anchor's  
operating results. The objectives of this strategy are to (i) reduce the cost   
structure of the Company, (ii) improve production planning and product mix and  
(iii) strengthen customer relations.                                            

Cost reductions are effected through the closure of certain plants to 
remove excess capacity and a targeted expense reduction program to create a     
leaner organization through the elimination of excess layers of management      
including the consolidation of certain corporate functions. Since the Anchor    
Acquisition, the Company has closed its Houston, Texas plant effective February 
1997 and its Dayville, Connecticut plant effective April 1997 and removed from  
production two furnaces, one at each of two other plants. The Company has       
reduced approximately 25% of corporate headquarters positions.                  

 With the elimination of excess capacity, management believes it will be
able to improve efficiency and operating results by reallocating production     
among the Company's manufacturing facilities according to machine strength and  
by instituting longer production runs with fewer mold and color changes.        

The Company believes that reestablishing the positive customer        
relationships Old Anchor benefitted from in the past is essential to improving  
financial performance. Management has already begun to rebuild relationships    
with some of Old Anchor's larger volume customers.                              

LIQUIDITY AND CAPITAL RESOURCES                                                 

 In the 1997 Period, operating activities provided $3.3 million in cash,
reflecting a loss before extraordinary item adjusted for changes in working     
capital items. Cash consumed in investing activities for the 1997 Period was    
$231.3 million, principally reflecting the cash component of the Anchor         
Acquisition. Additionally, in February 1997, the Company contributed $9.0       
million in cash to the Company's defined benefit pension plans. Capital         
expenditures in the 1997 Period were $21.0 million. Cash increased from         
financing activities for the 1997 Period by $228.8 million reflecting the       
issuance of capital stock and borrowings in connection with the Anchor          
Acquisition.                                                                    

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The purchase price of the Anchor Acquisition was approximately $250.0 
million and was comprised of: approximately $200.5 million in cash, $47.0       
million face amount (1,879,320 shares) of Series A Preferred Stock and $2.5     
million of Class A Common Stock. However, the purchase price is subject to      
adjustment. On June 13, 1997, Old Anchor delivered to the Company the Closing   
Balance Sheet, which indicates that Old Anchor believes that it is entitled to  
additional payments from the Company and Owens totaling approximately $76.3     
million relating primarily to purchase price adjustments. On July 28, 1997, the 
Company and Owens delivered individual notices of disagreement to Old Anchor,   
opposing some of the adjustments sought by Old Anchor as well as asserting other
adjustments in the Company's or Owen's favor. The Company's notice of           
disagreement requested a reduction to the purchase price of approximately $96.8 
million. There may be litigation and/or arbitration over some or all aspects of 
adjustments requested by all parties. Such adjustments, if material, could      
impact the purchase price paid by the Company in connection with the Anchor     
Acquisition, the allocation of the purchase price and, as a result, the         
Company's balance sheet at September 30, 1997. There have been numerous         
settlement discussions between the Company's management and key members of the  
creditors committee for Old Anchor which would eliminate the necessity for      
either arbitration or litigation. Based on these settlement discussions,        
management believes that any such settlement would not have a material adverse  
impact on the Company's condensed balance sheet at September 30, 1997.          

 The Company obtained the cash portion of the purchase price principally
from an $85.0 million cash investment by Consumers consisting of $84.0 million  
face amount (3,360,000 shares) of Series B Preferred Stock and $1.0 million of  
Class B Common Stock and borrowings under the $130.0 million Loan Facility (the 
"Anchor Loan Facility").                                                        

     In conjunction with the Anchor Acquisition, the Company also entered into a
credit agreement providing for a $110.0 million Senior Secured Revolving Credit 
Facility (the "Revolving Credit Facility") dated as of February 5, 1997. At     
November 3, 1997, advances outstanding under the Revolving Credit Facility were 
$19.6 million and the total outstanding letters of credit on this facility were 
$12.8 million.                                                                  

   On April 17, 1997, the Company completed the Note Offering. The Notes are
senior secured obligations of the Company, ranking senior in right of payment to
all existing and future subordinate indebtedness of the Company and pari passu  
with all existing and future senior indebtedness of the Company. The Notes are  
guaranteed by Consumers U.S. Proceeds from the issuance of the Notes, net of    
fees, were approximately $144.0 million and were used to repay $130.0 million   
outstanding under the Anchor Loan Facility and $8.8 million outstanding under   
the Revolving Credit Facility, with the balance used for general corporate      
purposes. In connection with the refinancing of the Anchor Loan Facility with   
the Note Offering, the Company also issued 702,615 shares of Class B Common     
Stock to Consumers U.S. and 702,614 warrants to the Initial Purchasers. The     
warrants and common stock are each valued at $5.00 per share.                   

  The Revolving Credit Facility and the indenture governing the Notes (the
"Indenture") contain certain covenants that restrict the Company from taking    
various actions, including, subject to specified exceptions, the incurrence of  
additional indebtedness, the granting of additional liens, the making of        
investments, the payment of dividends and other restricted payments, mergers,   
acquisitions and other fundamental corporate changes, capital expenditures,     
operating lease payments and transactions with affiliates. The Revolving Credit 
Facility also contains certain financial covenants that require the Company to  
meet and maintain certain financial tests and minimum ratios, including a       
minimum working capital ratio, a minimum consolidated net worth test and a      
minimum interest coverage ratio.                                                

   The Company expects significant expenditures in the remainder of 1997 and
in 1998, including interest expense on the Notes, required pension plan         
contributions of approximately $17.0 million in 1998, payment in respect of the 
Company's supply agreement with Stroh's of $6.0 million in 1997 and $7.0 million
in 1998, capital expenditures of approximately $24.0 million in the remainder of
1997 and $45.0 million in 1998 and closing costs associated with the closed     
manufacturing facilities of approximately $7.0 million in the remainder of 1997.
Additionally, peak needs are in spring and fall at which time working capital   
borrowings are estimated to be $20.0 million higher than at other times of the  
year. The Company's principal sources of liquidity through 1997 are expected to 
be funds derived from operations, borrowings under the Revolving Credit Facility
and proceeds from asset sales.                                                  

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IMPACT OF INFLATION                                                             

 The impact of inflation on the costs of the Company, and the ability to
pass on cost increases in the form of increased sales prices, is dependent upon 
market conditions. While the general level of inflation in the domestic economy 
has been at relatively low levels, the Company has begun to pass on inflationary
cost increases either as a result of contractual arrangements permitting the    
pass on of cost increases or as the result of recent negotiations with various  
customers.                                                                      

SEASONALITY                                                                     

   Due principally to the seasonal nature of the brewing, iced tea and other
beverage industries, in which demand is stronger during the summer months, the  
Company's shipment volume is expected to be higher in the second and third      
quarters. Consequently, the Company normally builds inventory during the first  
quarter in anticipation of seasonal demands during the second and third         
quarters. Historically, the Company has scheduled shutdowns of its plants for   
furnace rebuilds and machine repairs in the first and fourth quarters of the    
year to coincide with scheduled holiday and vacation time under its labor union 
contracts. These shutdowns adversely affect profitability during the first and  
fourth quarters. The Company is reviewing alternatives to reduce downtime during
these holiday periods in order to minimize disruptions to the production process
and its negative affect on profitability.                                       

NEW ACCOUNTING STANDARDS                                                        

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 -- Earnings per Share ("SFAS 128").   
SFAS 128 differs from current accounting guidance in that earnings per share is 
classified as basic earnings per share and diluted earnings per share, compared 
to primary earnings per share and fully diluted earnings per share under current
standards. Basic earnings per share differs from primary earnings per share in  
that it includes only the weighted average common shares outstanding and does   
not include any dilutive securities in the calculation. Diluted earnings per    
share under the new standard differs in certain calculations compared to fully  
diluted earnings per share under the existing standards. Adoption of SFAS 128 is
required for interim and annual periods ending after December 15, 1997. Had the 
Company applied the provisions of SFAS 128 in the period from February 5, 1997  
to September 30, 1997 to the earnings per share calculations, there would have  
been no impact compared to that which is reported.                              

INDEPENDENT PUBLIC ACCOUNTANTS FOR OLD ANCHOR                                   

  During 1997, the Company retained Arthur Andersen LLP as its independent
public accountants, and requested Arthur Andersen LLP to report on Anchor       
Resolution Corp. financial statements as at December 31, 1995 and 1996 and for  
the three years in the period ended December 31, 1996. Other auditors had       
previously reported on these statements. The reason for requesting Arthur       
Andersen LLP to audit the above financial statements was not because of any     
disagreements with the former auditors on any matter of accounting principles,  
financial statement disclosure or auditing scope or procedure at that time.     

FACTORS AFFECTING FUTURE OPERATING RESULTS

   There are a number of factors, including those specified below, which may
adversely affect the Company's future operating results.                        

LIMITED OPERATING HISTORY; RECENT INSOLVENCY OF OLD ANCHOR                      

     The Company was formed in January 1997 to acquire certain assets and assume
certain liabilities of Old Anchor. Prior to the Anchor Acquisition, the Company 
had no operations. In addition, former management of Old Anchor has largely been
replaced since the consummation of the Anchor Acquisition in February 1997 and  
new management has concentrated on formulating and refining the Company's       
business strategy. Since the Anchor Acquisition, the Company has had a limited  
financial performance track record.                                             

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Additionally, Old Anchor sought protection under Chapter 11 of the    
Bankruptcy Code in September 1996 and is subject to continuing reorganization   
proceedings. In the bankruptcy, previous investors in, and lenders to, Old      
Anchor incurred substantial losses. From 1993 to 1996, Old Anchor had           
significant operating losses, incurring a 1996 net loss of approximately $655.8 
million including a $490.2 million impairment of long-lived assets. As of       
December 31, 1996, Old Anchor had an accumulated deficit of approximately $823.2
million. Because of the possible material effects of uncertainties resulting    
from Old Anchor's filing for reorganization under Chapter 11 of the Federal     
Bankruptcy Code and doubts about Old Anchor's ability to continue as a going    
concern following its sale of substantially all of its assets on February 5,    
1997. Arthur Andersen LLP, independent public accountants, has disclaimed an    
opinion on Old Anchor's 1994, 1995 and 1996 financial statements.               

SUBSTANTIAL LEVERAGE; ABILITY TO SERVICE DEBT                                   

Anchor has incurred significant indebtedness. At September 30, 1997,  
Anchor's aggregate consolidated indebtedness was $158.2 million, its            
stockholders' equity was $87.0 million and it had outstanding advances of $5.9  
million and outstanding letters of credit of $12.8 million under the Revolving  
Credit Facility. In addition, subject to the restrictions in the Revolving      
Credit Facility and the Indenture, the Company may incur additional indebtedness
from time to time to finance capital expenditures or for other purposes.        
Substantially all of the Company's assets have been pledged to secure the Notes 
and the Revolving Credit Facility. On a pro forma basis, the Company's earnings 
for fiscal 1996 would have been insufficient to cover its fixed charges. See    
"Unaudited Pro Forma Financial Statements."                                     

   The level of the Company's indebtedness could have important consequences
to holders of the Notes offered in connection with the exchange of new 11 1/4%  
First Mortgage Notes due 2005 (the "Exchange Notes"), including: (i) a          
substantial portion of the Company's cash flow from operations must be dedicated
to service debt and will not be available for other purposes; (ii) the Company's
ability to obtain additional debt financing in the future for working capital,  
capital expenditures or other needs may be limited; and (iii) the Company's     
level of indebtedness could limit its flexibility in reacting to changes in the 
industry in which it competes and economic conditions in general. Certain of the
Company's competitors currently operate on a less leveraged basis and have      
significantly greater operating and financing flexibility than the Company.     

  The Company's ability to pay interest on the Notes, to repay portions of
its long-term indebtedness (including the Notes) and to satisfy its other debt  
obligations will depend upon its future operating performance and the           
availability of refinancing indebtedness, which will be affected by prevailing  
economic conditions and financial, business and other factors, certain of which 
are beyond the Company's control. In addition, the indenture governing Consumers
International's 10 1/4% Senior Secured Notes (the "Consumers International      
Notes") and Consumers' revolving credit facility substantially restrict         
Consumers' ability to make further investments in the Company whether through   
equity investments, loans or otherwise. Accordingly, Anchor will not be able to 
rely on Consumers for liquidity or for payments on the Notes. The Company       
anticipates that its operating cash flow, together with borrowings under the    
Revolving Credit Facility, will be sufficient to meet its operating needs and to
meet its debt service requirements as they become due, assuming that the Company
achieves a significant portion of the cost reduction components of its business 
strategy. See "Business -- Business Strategy." However, if this is not the case,
the Company will be forced to seek alternatives that may include reducing or    
delaying capital expenditures, selling assets, restructuring or refinancing its 
indebtedness or seeking additional equity capital. There can be no assurance    
that any such strategy could be effected on satisfactory terms, if at all. See  
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations -- Liquidity and Capital Resources."                                 

In addition, the Company's Series A Preferred Stock issued to certain 
creditors of Old Anchor and contributed to the Plans in connection with the     
Anchor Acquisition is subject to mandatory redemption in 2009, which could      
adversely affect Anchor's ability to refinance the Notes at their maturity.     

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SIGNIFICANT EXPENDITURES; DEPENDENCE ON SUCCESSFUL IMPLEMENTATION OF BUSINESS   
STRATEGY                                                                        

Old Anchor experienced net losses for each of the past four years. In 
addition, Old Anchor's EBITDA in 1995 of $101.3 million declined to $28.8 for   
the Company in 1996 on a pro forma basis after giving effect to the Anchor      
Acquisition and the Note Offering. The Company has significant expenditures not 
deducted in calculating EBITDA relating to the operation of its business,       
including the following: (i) anticipated borrowings under the Revolving Credit  
Facility; (ii) required pension plan contributions for underfundings of $13.4   
million in 1998, $13.9 million in 1999 and $40.5 million to be contributed over 
the three years thereafter; (iii) payments in respect of the Company's supply   
agreement with Stroh's of $6.0 million in 1997 and $7.0 million in 1998; (iv)   
significant capital expenditures of approximately $24.0 million, $45.0 million  
and $45.0 million in the remainder of 1997, 1998 and 1999, respectively; (v)    
significant cash expenses of closing the Houston and Dayville plants, including 
an estimated $5.0 million, $8.0 million and $3.0 million in the remainder of    
1997, 1998 and 1999, respectively; and (vii) closing costs associated with      
certain plants previously closed by Old Anchor, including approximately $2.0    
million, $11.0 million and $5.0 million in the remainder of 1997, 1998 and 1999,
respectively. In connection with the Anchor Acquisition, the Company assumed and
amended Old Anchor's lease of the headquarters facility located in Tampa,       
Florida and a related option to purchase. The term of the amended lease expires 
on January 2, 1998, unless the Company has exercised its purchase right, in     
which case the expiration date is February 1, 1998. The property is encumbered  
by a mortgage in favor of Citicorp Leasing, Inc. ("Citicorp") which secures a   
loan from Citicorp to the landlord, Fountain Associates I, Ltd. ("Fountain"),   
the principal balance of which was $10.2 million as of February 5, 1997. This   
mortgage indebtedness is required to be repaid or refinanced by February 1,     
1998. Anchor is obligated to pay this indebtedness if Anchor does not exercise  
its purchase option by January 2, 1998. If the property is subsequently sold, a 
portion of the net proceeds is to be paid to Anchor to reimburse it for this    
payment.                                                                        

The Company is also accruing annual dividend payment obligations of   
approximately $5.6 million in respect of the Company's Series A Preferred Stock 
and approximately $6.7 million in respect of the Series B Preferred Stock,      
although the Series B Preferred Stock receives dividends only in kind until     
February 2000.                                                                  

In order to meet its fixed payment obligations and retain sufficient  
borrowing availability under the Revolving Credit Facility to satisfy its       
working capital requirements, the Company must achieve significant cash flow    
from operations which requires it to improve its operating results significantly
over those of Old Anchor. Based upon its current production plan, which is      
subject to change, the Company estimates that its net sales for 1997 will       
decline by approximately 15% as compared to pro forma net sales for 1996. In    
order to improve on Old Anchor's operating results with this lower net sales    
amount, the Company must achieve substantial cost savings and improvements in   
average selling prices resulting from a shift in product mix toward products    
with higher average selling prices. In the event that the operating improvements
from management's business strategy are materially less than estimated and/or   
require a longer time frame than anticipated to achieve or the estimated costs  
of the plant closings are materially higher than anticipated, the Company's     
ability to service its debt and pay its other fixed charges could be adversely  
impacted.                                                                       

In the event that Anchor's cash flow from operations is less than     
anticipated or its cash expenditures are greater than anticipated and available 
borrowings under the Revolving Credit Facility are used, there can be no        
assurance that Anchor can raise additional funds through equity or debt         
financings or asset sales given the financial and other covenants to which      
Anchor is subject under the Indenture and the Revolving Credit Facility, Old    
Anchor's recent insolvency and uncertainty regarding Anchor's future operating  
performance, the pledge by Anchor of substantially all of its assets to secure  
the Notes and the Revolving Credit Facility and the limitations on investments  
by Consumers in Anchor imposed under Consumers' credit facilities. See          
"-- Substantial Leverage; Ability to Service Debt" and "-- Restrictive Debt     
Covenants."                                                                     

RESTRICTIVE DEBT COVENANTS                                                      

The Indenture restricts the ability of the Company and its Restricted 
Subsidiaries to, among other things, incur additional indebtedness, incur liens,
pay dividends or make certain other restricted payments or investments,         
consummate certain asset sales, enter into certain transactions with affiliates,
incur indebtedness                                                              

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that is subordinate in right of payment to any senior indebtedness and senior in
right of payment to the Notes, merge or consolidate with any other person or    
sell, assign, transfer, lease, convey or otherwise dispose of all or            
substantially all of the assets of the Company. The Indenture also imposes      
restrictions on the ability of a subsidiary to pay dividends or make certain    
payments to the Company. In addition, the Revolving Credit Facility contains    
other and more restrictive covenants and prohibits the Company from prepaying   
the Notes, except in certain circumstances. The Revolving Credit Facility also  
requires the Company to maintain specified financial ratios and satisfy certain 
financial tests. The Company's ability to meet such financial ratios and tests  
may be affected by events beyond its control. There can be no assurance that the
Company will meet such tests. A breach of any of these covenants could result in
an event of default under the Revolving Credit Facility. If such an event of    
default occurs, the lenders could elect to declare all amounts borrowed under   
the Revolving Credit Facility, together with accrued interest, to be immediately
due and payable and to terminate all commitments under the Revolving Credit     
Facility. If the Company were unable to repay all amounts declared due and      
payable, the lenders could proceed against the Bank Collateral granted to them  
to satisfy the indebtedness and other obligations due and payable. If           
indebtedness under the Revolving Credit Facility were to be accelerated, there  
can be no assurance that the assets of the Company would be sufficient to repay 
in full such indebtedness and the other indebtedness of the Company, including  
the Notes.                                                                      

BALANCE SHEETS; PURCHASE PRICE ADJUSTMENT                                       

The purchase price paid by the Company in connection with the Anchor  
Acquisition is subject to adjustment. On June 13, 1997, Old Anchor delivered to 
the Company the Closing Balance Sheet, which indicates that Old Anchor believes 
that it is entitled to additional payments from the Company and Owens totaling  
approximately $76.3 million relating primarily to purchase price adjustments. On
July 28, 1997, the Company and Owens delivered individual notices of            
disagreement to Old Anchor, opposing some of the adjustments sought by Old      
Anchor as well as asserting other adjustments in the Company's or Owen's favor. 
The Company's notice of disagreement requested a reduction to the purchase price
of approximately $96.8 million. There may be litigation and/or arbitration over 
some or all aspects of adjustments requested by all parties. Such adjustments,  
if material, could impact the purchase price paid by the Company in connection  
with the Anchor Acquisition, the allocation of the purchase price and, as a     
result, the Company's balance sheet at September 30, 1997 and its Pro Forma     
Balance Sheet.                                                                  

COMPETITION; THE GLASS CONTAINER MARKET                                         

  The Company is subject to intense competition from other glass container
producers as well as from makers of alternative forms of packaging, such as     
aluminum cans and plastic containers. The Company's principal competitors among 
glass container producers are Owens and Ball-Foster, both of which are larger   
competitors with less leverage and more financial resources than the Company.   
Over the past several years, there has been a decline in the glass container    
industry, principally as a result of the loss of market share in the soft drink 
and food industries to alternative forms of packaging. Competitive pressures    
from alternative forms of packaging, as well as consolidation in the glass      
container industry, have resulted in excess capacity and have led to severe     
pricing pressures on glass container manufacturers. See                         
"Business -- Competition."                                                      

During the period of its continued losses, insolvency and uncertainty 
regarding future operations and ownership, Old Anchor's relationships with many 
of its major customers were adversely affected and Old Anchor lost certain      
customers or received volume reductions and in many cases reduced prices        
substantially in order to maintain production volumes. In order to successfully 
improve the Company's operating performance as compared to Old Anchor, the      
Company will need to establish and maintain strong relationships with major     
customers based upon competitive pricing. There can be no assurance that the    
Company will be able to achieve this objective.                                 

DEPENDENCE ON KEY PERSONNEL AND G&G                                             

 Certain executive officers of the Company are key to the management and
direction of the Company. In addition, the Company has entered into a Management
Agreement (the "Management Agreement") with G&G, an affiliate of the Company,   
for the provision of certain management services, including marketing,          

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managerial and technical assistance. See "Certain Transactions." The initial    
term of the Management Agreement expires on February 5, 2000. Thereafter, the   
Management Agreement automatically renews for periods of one year unless either 
party gives notice of termination at least six months prior to the expiration of
the then current term. In addition, the Company does not, as a general rule,    
enter into employment agreements with its executive officers and/or other key   
employees. The loss of the services of such executive officers or of G&G, by    
termination of the Management Agreement or otherwise, could have a material     
adverse effect on the Company, and there can be no assurance that the Company   
would be able to find replacements for such executive officers or G&G with      
equivalent business experience and skills. See "Item 5. Directors and Executive 
Officers" and "Item 7. Certain Relationships and Related Transactions."         

CONTROLLING STOCKHOLDER; TRANSACTIONS WITH RELATED PARTIES                      

     Mr. Ghaznavi effectively controls Anchor through G&G's control of Consumers
and its subsidiaries, Consumers International and Consumers U.S. Consumers U.S. 
owns approximately 59% of Anchor on a fully diluted basis and is entitled, as   
sole holder of the Class B Common Stock to appoint five of the nine members of  
Anchor's Board of Directors (the "Board of Directors") until February 5, 2000.  
See "Management -- Board of Directors of the Company." As a result, Anchor is   
part of a group of glass manufacturing companies with Consumers and Glenshaw. A 
portion of the cost savings anticipated to be achieved by Anchor in connection  
with the implementation of its business strategy is dependent upon the          
successful reallocation of customers between Anchor and Consumers in order to   
achieve freight cost savings and plant operational efficiencies. In addition, it
is anticipated that Anchor will be party to a number of arrangements with       
Consumers, Glenshaw and other affiliated companies regarding, among other       
things, bulk purchasing, production for customers (for which commissions may be 
payable), managerial services, including the Management Agreement with G&G,     
leasing of fleets and equipment and shipping. See "Item 7. Certain Relationships
and Related Transactions." The Indenture and the Revolving Credit Facility limit
commissions and other fees payable by the Company to Consumers and its          
affiliates and otherwise require that transactions and agreements among the     
companies be on terms no less favorable to the Company than could be obtained   
from third parties and, for transactions in excess of certain thresholds, be    
approved by the Company's independent directors and/or submitted to an          
independent financial advisor. The business, financial condition and results of 
operations of the Company may be adversely affected by decisions made by        
Consumers taking into account the needs of Consumers, Glenshaw and other        
affiliated companies. Consumers is highly leveraged and a default by Consumers  
on its indebtedness or an insolvency or bankruptcy of Consumers would not       
constitute a default under the Indenture. A default on indebtedness, insolvency 
or bankruptcy of Consumers could adversely affect Anchor's business and results 
of operations, given that many members of management at Consumers are involved  
in Anchor's affairs and that Anchor may be closely associated with Consumers,   
its customers and suppliers, which could adversely affect trading prices for the
Notes or Anchor's ability to raise debt or equity capital.                      

LABOR RELATIONS                                                                 

The Company is a party to collective bargaining agreements with labor 
unions that will expire between March 1999 and August 1999. In the aggregate,   
under those agreements the Company currently employs approximately 2,800        
full-time employees. The Company's inability to negotiate acceptable contracts  
with these unions could result in strikes by the affected workers and increased 
operating costs as a result of higher wages or benefits paid to union members.  
Although Old Anchor historically has not had any labor disruptions, if the      
unionized workers were to engage in a strike or other work stoppage, the Company
could experience a significant disruption of its operations and higher ongoing  
labor costs, which could have an adverse effect on the Company's business,      
financial position and results of operations. See "Business -- Employees."      

DEPENDENCE ON KEY CUSTOMERS                                                     

   Old Anchor's two largest customers (Anheuser-Busch and Stroh's) accounted
for 11.3% and 10.8% of its net sales in 1996, respectively, and 8.1% and 15.3%  
of its net sales for the period since the Anchor Acquisition on February 5, 1997
to September 30, 1997, respectively. The termination by either of such customers
of its                                                                          

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relationship with the Company could have a material adverse effect upon the     
Company's business, financial position and results of operations.               

   The Company's existing customers' purchase orders and contracts typically
vary from one to three years. Prices under these arrangements are tied to market
standards and therefore vary with market conditions. The contracts generally are
requirements contracts which do not obligate the customer to purchase any given 
amount of product from the Company. Accordingly, notwithstanding the existence  
of certain supply contracts, the Company faces the risk that customers will not 
purchase the amounts expected by the Company pursuant to such supply contracts. 

SEASONALITY; RAW MATERIALS                                                      

   Due principally to the seasonal nature of the brewing, iced tea and other
beverage industries, in which demand is stronger during the summer months, the  
Company's shipment volume is expected to be higher in the second and third      
quarters. Consequently, the Company normally builds inventory during the first  
quarter in anticipation of seasonal demands during the second and third         
quarters. Historically, the Company has scheduled shutdowns of its plants for   
furnace rebuilds and machine repairs in the first and fourth quarters of the    
year to coincide with scheduled holiday and vacation time under its labor union 
contracts. These shutdowns adversely affect profitability during the first and  
fourth quarters.                                                                

  Sand, soda ash, limestone, cullet and corrugated packaging materials are
the principal raw materials used by the Company. Raw materials represented      
approximately 26.2% of the cost of products sold for the Company in 1996. The   
Company believes that a sufficient supply of these raw materials exists and that
the Company is not dependent upon any single supplier for any of them. Material 
increases in the cost of any of the principal raw materials used by the Company 
could have a material adverse impact on the Company's results of operations.    

ENVIRONMENTAL AND OTHER GOVERNMENT REGULATION                                   

Environmental Regulation and Compliance.  The Company's operations are
subject to increasingly complex and detailed Federal, state and local laws and  
regulations including, but not limited to, the Federal Water Pollution Control  
Act of 1972, as amended, the U.S. Clean Air Act, as amended, and the Federal    
Resource Conservation and Recovery Act, as amended, that are designed to protect
the environment. Among the activities subject to regulation are the disposal of 
checker slag (furnace residue usually removed during furnace rebuilds), the     
disposal of furnace bricks containing chromium, the disposal of waste, the      
discharge of water used to clean machines and cooling water, dust produced by   
the batch mixing process, underground storage tanks and air emissions produced  
by furnaces. In addition, the Company is required to obtain and maintain permits
in connection with its operations. Many environmental laws and regulations      
provide for substantial fines and criminal sanctions for violations. The Company
believes that it is in material compliance with applicable environmental laws   
and regulations. It is difficult to predict the future development of such laws 
and regulations or their impact on future earnings and operations, but the      
Company anticipates that these standards will continue to require increased     
capital expenditures. There can be no assurance that material costs or          
liabilities will not be incurred.                                               

     Certain environmental laws, such as CERCLA and analogous state laws provide
for strict, joint and several liability for investigation and remediation of    
releases of hazardous substances into the environment. Such laws may apply to   
conditions at properties presently or formerly owned or operated by an entity or
its predecessors, as well as properties at which wastes attributable to an      
entity or its predecessors were disposed. See "Business -- Environmental and    
Other Government Regulation."                                                   

    The Company is engaged in investigation and remediation projects at plants
currently being operated and at closed facilities. In addition, Old Anchor was  
named as a PRP under CERCLA with respect to a number of sites. Of these sites,  
the Company has assumed responsibility with respect to four sites that are      
currently active. While the Company may be jointly and severally liable for     
costs related to these sites, in most cases, it is only one of a number of PRPs 
who are also jointly and severally liable. With respect to the four currently   
active sites for which the Company has assumed responsibility, the Company      
estimates that its share of the                                                 

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aggregate cleanup costs of such sites should not exceed $2.0 million, and that  
the likely range after taking into consideration the contributions anticipated  
from other potentially responsible parties could be significantly less. However,
no assurance can be given that the cleanup costs of such sites will not exceed  
$2.0 million or that the Company will have these funds available. The Company   
has established reserves of approximately $16.0 million for environmental costs 
which it believes are adequate to address the anticipated costs of remediation  
of these operated and closed facilities and its liability as a PRP under CERCLA.
The timing and magnitude of such costs cannot always be determined with         
certainty due to, among other things, incomplete information with respect to    
environmental conditions at certain sites, the absence of regulatory            
determinations with respect to environmental requirements at certain sites, new 
and amended environmental laws and regulations, and uncertainties regarding the 
timing of remedial expenditures.                                                

     Management anticipates that capital expenditures required for environmental
compliance will be approximately $1.8 million for 1997 and approximately $1.5   
million annually in 1998 and 1999. However, there can be no assurance that      
future changes in such laws, regulations or interpretations thereof or the      
nature of the Company's operations will not require the Company to make         
significant additional capital expenditures to ensure compliance in the future. 

  ERISA.  The Company maintains three defined benefit plans and two profit
sharing plans that, prior to the Anchor Acquisition, were maintained by Old     
Anchor. These plans are covered by ERISA, are tax-qualified under the Code, and 
subject to regulation by the Internal Revenue Service and the Department of     
Labor. The three defined benefit plans are also subject to regulation by the    
PBGC. The Company's two profit sharing plans contain cash or deferred           
arrangements under Section 401(k) of the Code. The Company' tax-qualified plans 
must meet stringent requirements both in form and in operation in order to      
maintain their tax-qualified status. These requirements are constantly changing 
with the enactment of new pension legislation, the issuance of new Treasury     
regulations and other guidance from the Internal Revenue Service. The loss of a 
plan's qualified status could result in the assessment of tax on the plan's     
trust income, disallowance of the Company's tax deduction for contributions, and
immediate income tax liability upon individual participants' benefits.          

    The defined benefit plan covering salaried employees was frozen at the end
of 1994, and, at the end of 1996, was not underfunded under SFAS No. 87.        
However, the two defined benefit plans that are maintained for hourly employees 
are significantly underfunded and will require substantial cash contributions   
over the next few years. At the end of 1996, these two plans in the aggregate   
had unfunded benefits under SFAS No. 87 totaling approximately $76.7 million.   
Pension underfunding contributions made to the three defined benefit plans      
during 1997, excluding contributions made by the Company upon the closing of the
Anchor Acquisition, were approximately $15.1 million. In addition, the          
underfunding of the two hourly plans required the payment of increased premiums 
to the PBGC under its pension guaranty program of approximately $1.8 million in 
1997.                                                                           

Employee Health and Safety Regulation.  The Company's operations are  
subject to a variety of worker safety laws. OSHA and analogous state laws       
mandate general requirements for safe workplaces for all employees. The Company 
believes that its operations are in material compliance with applicable employee
health and safety laws.                                                         

   Deposit and Recycling Legislation.  In recent years, legislation has been
introduced at the Federal, state and local levels that would require a deposit  
or tax, or impose other restrictions, on the sale or use of certain containers, 
particularly beer and carbonated soft drink containers. To date, ten states have
enacted some form of deposit legislation, although no such new legislation has  
been enacted since 1986. The enactment of additional laws or comparable         
administrative actions that would require a deposit on beer or soft drink       
containers, or otherwise restrict their use, could have a material adverse      
effect on the Company's business. In jurisdictions where deposit legislation has
been enacted, the consumption of beverages in glass bottles has generally       
declined due largely to the preference of retailers for handling returned cans  
and plastic bottles. Container deposit legislation continues to be considered   
from time to time at various governmental levels.                               

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ITEM 3.  PROPERTIES                                                             

  The Company's administrative and executive offices are located in Tampa,
Florida. The Company owns and operates nine glass manufacturing plants (giving  
effect to the Plant Closings). The Company also leases a building located in    
Streator, Illinois, that is used as a machine shop to rebuild glass-forming     
related machinery and one mold shop located in Zanesville, Ohio, as well as     
additional warehouses for finished products in various cities throughout the    
United States. Substantially all of the Company's owned and leased properties   
are pledged as collateral securing the Company's obligations under the Notes and
the Indenture.                                                                  

    As part of its long-term business strategy, the Company closed its Houston
plant effective as of February 1997 and its Dayville plant effective as of April
1997. Two furnaces and five machines have also been removed from service, one   
furnace and one machine at the Company's Jacksonville plant and one furnace and 
four machines at its Connellsville plant. In addition, management will continue 
to monitor business conditions and utilization of plant capacity to determine   
the appropriateness of further plant closings.                                  

    In conjunction with the Anchor Acquisition, American Appraisal Associates,
Inc. ("AAA") estimated the market value of real property and the liquidation in 
place value of personal property consisting of the Company's ongoing plants,    
machinery and mold facilities to be $243.0 million. The following table sets    
forth certain information about the facilities owned and being operated by the  
Company as of November 1, 1997.                                                 

                                                                [Download Table]

                                               NUMBER OF  NUMBER OF  BUILDING AREA
                 LOCATION(1)                   FURNACES   MACHINES   (SQUARE FEET)
---------------------------------------------  ---------  ---------  -------------
                                                                                  
Operating Plants:                                                                 
  Jacksonville, Florida(2)...................      3      5          624,000      
  Warner Robbins, Georgia....................      2      8          864,000      
  Lawrenceburg, Indiana......................      1      4          504,000      
  Winchester, Indiana........................      2      6          627,000      
  Shakopee, Minnesota........................      2      6          360,000      
  Salem, New Jersey(3).......................      3      6          733,000      
  Elmira, New York...........................      2      6          912,000      
  Henryetta, Oklahoma........................      2      6          664,000      
  Connellsville, Pennsylvania(4).............      2      4          624,000      

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

(1) Keyser, West Virginia, Gas City, Indiana, Cliffwood, New Jersey, Royersford,
Pennsylvania, Chattanooga, Tennessee, Houston, Texas and Dayville,      
  Connecticut are closed plants that are part of the collateral securing the
Notes and the Company's obligations under the Indenture, but were not   
included in AAA's appraisal.                                            

(2) The Company removed one furnace and one machine from production at this     
facility in February 1997.                                              

(3) A portion of the site on which this facility is located is leased pursuant  
to several long-term leases.                                            

(4) The Company removed one furnace and four machines from production at this   
facility in February 1997.                                              

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 The following table sets forth certain information about the facilities
leased by the Company as of November 1, 1997 (other than the Tampa              
headquarters):                                                                  

                                                                [Download Table]

                                                    LEASE                     
                                                BUILDING AREA    EXPIRATION   
                   LOCATION                       (SQ. FT.)         DATE      
----------------------------------------------  -------------  ---------------
                                                                              
Warehouses:                                                                   
  Dayville, Connecticut.......................    985,000        August 2018  
  Jacksonville, Florida.......................    120,000        August 1998  
  Adairsville, Georgia........................    165,000         June 1999   
  Winchester, Indiana.........................    120,000         June 2000   
  Savage, Minnesota...........................    102,000       November 1997 
  Salem, New Jersey(1)........................   land only      January 2029  
  Mt. Pleasant, Pennsylvania..................    100,000      month to month 
  Mississuaga, Ontario, Canada................    48,000       month to month 
  Fort Collins, Colorado......................    120,000         June 1998   
Machine Shop:                                                                 
  Streator, Illinois..........................    130,000      month to month 
Mold Shop:                                                                    
  Zanesville, Ohio............................    102,000       December 2008 

---------------                                                                 
(1) The building is owned by the Company and has 733,000 square feet.           

     Headquarters Lease.  In connection with the Anchor Acquisition, the Company
assumed and amended Old Anchor's lease of the headquarters facility located in  
Tampa, Florida and a related option to purchase. The term of the amended lease  
expires on January 2, 1998, unless the Company has exercised its purchase right,
in which case the expiration date is February 1, 1998. The property is          
encumbered by a mortgage in favor of Citicorp which secures a loan from Citicorp
to the landlord, Fountain, the principal balance of which was $10.2 million as  
of February 5, 1997. This mortgage indebtedness is required to be repaid or     
refinanced by February 11, 1998. Anchor is obligated to pay this indebtedness if
Anchor does not exercise its purchase option by January 2, 1998. If the property
is subsequently sold, a portion of the net proceeds is to be paid to Anchor to  
reimburse it for this payment. The building has been appraised by an independent
appraisal firm, as of February 17, 1997, to have a current market value,        
assuming the building is vacant, of $9.2 million and to have a market value,    
assuming continued occupancy with market lease terms, of $11.1 million.         

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ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

PRINCIPAL STOCKHOLDERS OF COMPANY                                               

   The following table sets forth information with respect to the beneficial
ownership of the Company's Class A Common Stock and Class B Common Stock (the   
"Voting Common Stock") as of November 1, 1997 by (i) each person who is known by
the Company to beneficially own 5% or more of such Voting Common Stock, (ii)    
each Director of the Company, (iii) the Company's Chief Executive Officer and   
(iv) all current Directors and executive officers of the Company as a group.    

                                                        [Enlarge/Download Table]

                                             CLASS AND AMOUNT OF                                                         
                                           BENEFICIAL OWNERSHIP(1)          PERCENTAGE                 PERCENTAGE        
                                          -------------------------        (BY CLASS)(1)            (BOTH CLASSES)(1)    
                                                      PRIMARY AND    -------------------------  -------------------------
        NAME(1)                           ACTUAL     FULLY DILUTED   PRIMARY    FULLY DILUTED   PRIMARY    FULLY DILUTED 
                                          -------    --------------  -------    --------------  -------    --------------
                                                                                                                         
DIRECTORS AND EXECUTIVE OFFICERS:                                                                                        
John J. Ghaznavi(2)......................     --              --         --             --          --             --    
M. William Lightner(3)...................     --              --         --             --          --             --    
David T. Gutowski(4).....................     --              --         --             --          --             --    
Paul H. Farrar(5)........................     --              --         --             --          --             --    
C. Kent May(6)...........................     --              --         --             --          --             --    
All Directors and executive officers as a                                                                                
  group (14 persons).....................     --              --         --             --          --             --    
FIVE PERCENT STOCKHOLDERS:                                                                                               
Smith Barney, as escrow                                                                                                  
  agent for certain creditors             490,898      8,321,398                                                         
  of Old Anchor(7)....................... Class A        Class A      100.0           84.7        90.2           31.0    
Anchor Glass Container                                                                                                   
  Corporation Service                         --       1,260,787                                                         
  Retirement Plan(8)(9)..................                Class A       72.0           12.9        47.5            4.7    
Anchor Glass Container                                                                                                   
  Corporation Retirement                                                                                                 
  Plan for Salaried                           --         158,921                                                         
  Employees(8)(10).......................                Class A       24.5            1.6        10.2            0.6    
Pension Plan for Hourly                                                                                                  
  Employees of Latchford                                                                                                 
  Glass Company and                           --          80,292                                                         
  Associated Companies(8)(11)............                Class A       14.1            0.8         5.5            0.3    
                                          902,615     16,985,636                                                         
Consumers U.S., Inc.(12)................. Class B        Class B      100.0          100.0        97.2           63.4    

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

(1) Unless otherwise indicated in these footnotes, each stockholder has sole  
   voting and investment power with respect to shares beneficially owned and
 all addresses are in care of the Company. All primary share amounts and
    percentages reflect beneficial ownership determined pursuant to Rule 13d-3
     under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
All fully diluted share amounts and percentages reflect beneficial    
   ownership of Voting Common Stock determined on a fully diluted basis. All
    information with respect to beneficial ownership has been furnished by the
    respective Director, executive officer or stockholder, as the case may be,
as of December 31, 1996.                                              

(2) Through G&G, Ghaznavi Canada Inc. and other affiliates, Mr. Ghaznavi      
beneficially owns 21,619,584 shares of the voting common stock of     
Consumers, including 1,588,126 shares issuable upon the exercise of   
currently exercisable options.                                        

(3) Mr. Lightner beneficially owns 61,500 shares of the voting common stock of
    Consumers, including 60,000 shares issuable upon the exercise of currently
   exercisable options, but not including 500 shares owned by Mr. Lightner's
   spouse with respect to which Mr. Lightner disclaims beneficial ownership.

(4) Mr. Gutowski beneficially owns 63,000 shares of the voting common stock of
    Consumers, including 55,000 shares issuable upon the exercise of currently
     exercisable options, but not including 8,000 shares owned by Mr. Gutowski's
     children with respect to which Mr. Gutowski disclaims beneficial ownership.

(5) Mr. Farrar beneficially owns 30,000 shares of the voting common stock of  
    Consumers, including 25,000 shares issuable upon the exercise of currently
exercisable options.                                                  

(6) Mr. May beneficially owns 25,000 options to purchase shares of the voting 
   common stock of Consumers, all of which are issuable upon the exercise of
currently exercisable options.                                        

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(7) Includes 7,830,500 shares issuable upon conversion of 1,879,320 shares of 
  Series A Preferred Stock. The 490,898 shares of Class A Common Stock and
   1,879,320 shares of Series A Preferred Stock are held by Smith Barney, as
    escrow agent, pursuant to an escrow agreement between Old Anchor and Smith
     Barney. Such shares are to be distributed to the creditors of Old Anchor or
    to a court appointed disbursing agent upon the effective date of a plan of
     reorganization of Old Anchor approved by the United States Bankruptcy Court
of the District of Delaware. Under the terms of such escrow agreement,
     Smith Barney may not exercise any voting rights with respect to the Class A
   Common Stock held in escrow except as expressly instructed in an order of
  such Bankruptcy Court. The address of Smith Barney 388 Greenwich Street,
19th Floor, New York, New York 10013.                                 

(8) This stockholder's shares of Series A Preferred Stock are held in trust by
   The Chase Manhattan Bank, as trustee of such benefit plan and the current
address for this stockholder is c/o The Chase Manhattan Bank, 3 Chase 
Metrotech Center, Brooklyn, New York 11245. However, an "investment   
manager," as that term is defined in Section 3(38) of ERISA, will be  
   appointed to control the shares contributed to the plans. When appointed,
     such investment manager will have exclusive control over this stockholder's
   shares of Series A Preferred Stock and any shares of Class A Common Stock
into which such shares of Series A Preferred Stock may be converted.  
Pursuant to an agreement among the Company, Consumers and the PBGC, a 
valuation of the shares of Series A Preferred Stock contributed to the
     Plans is to be performed, and if, based on such valuation, it is determined
 that the value of such shares as of February 5, 1997 plus the aggregate
cash contribution of $9.1 million made to the Plans was less than     
  $18,056,100, the Company will be obligated to contribute to the Plans an
   amount in cash or "qualifying employer securities" (as defined in section
 407(d)(5) of ERISA) equal to the difference between $18,056,100 and the
    value of the shares and cash contributed. Such valuation is expected to be
completed during the second half of 1997.                             

(9) All 1,260,787 shares of this stockholder's beneficially owned shares of   
Class A Common Stock are issuable upon conversion of 302,589 shares of
Series A Preferred Stock.                                             

(10) All 158,921 shares of this stockholder's beneficially owned shares are     
issuable upon conversion of 38,141 shares of Series A Preferred Stock.

(11) All 80,292 shares of this stockholder's beneficially owned shares are      
issuable upon conversion of 19,270 shares of Series A Preferred Stock.

(12) Includes 16,083,021 shares issuable upon conversion of 3,538,265 shares of 
  Series B Preferred Stock (including 178,265 shares of Series B Preferred
 Stock, accrued as of September 30, 1997 as a payment in kind dividend).
  Does not include, however, shares of Series B Preferred Stock which have
    accrued since September 30, 1997 as a payment in kind dividend. On a fully
   diluted basis, Consumers U.S. owns approximately 59% of the three classes
of common stock of the Company. Not including the Class C Common Stock
     (which is nonvoting), Consumers U.S. owns approximately 63.4% of the voting
    common stock of the Company on a fully diluted basis. All of the shares of
Class B Common Stock and Series B Preferred Stock currently owned or  
subsequently acquired by Consumers U.S. will be pledged to secure the 
   Consumers U.S. guarantee of the Company's obligations under the Notes and
   the Indenture. Pursuant to the Warrant Agreement, upon the closing of the
     Note Offering, the Company issued to Consumers U.S. 702,615 shares of Class
   B Common Stock (or 2.5% of the Common Stock outstanding on such date on a
   fully diluted basis outstanding or issuable as of such date). The address
for Consumers U.S. is 3140 William Flinn Highway, Allison Park,       
Pennsylvania 15101.                                                   

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ITEM 5.  DIRECTORS AND EXECUTIVE OFFICERS                                       

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY                                 

  The following table sets forth certain information regarding each of the
Company's directors and executive officers.                                     

                                                        [Enlarge/Download Table]

NAME                                 AGE                   POSITION                  
-----------------------------------  ---  -------------------------------------------
                                                                                     
John J. Ghaznavi...................  62   Chairman, Chief Executive Officer and      
                                          Director                                   
Richard M. Deneau..................  51   President and Chief Operating Officer      
M. William Lightner, Jr............  63   Senior Vice President -- Finance, Chief    
                                            Financial Officer, Treasurer and Director
David T. Gutowski..................  48   Senior Vice President -- Administration,   
                                          Chief Administrative Officer and Director  
C. Kent May........................  57   Senior Vice President, General Counsel,    
                                            Secretary and Director                   
Paul H. Farrar.....................  62   Director                                   
Roger L. Erb.......................  55   Senior Vice President -- Engineering       
Gordon S. Love.....................  47   Senior Vice President -- Sales and         
                                          Marketing                                  
Edward M. Jonas....................  59   Controller                                 
Eugene K. Pool.....................  61   Vice President, Associate General Counsel  
                                          and Assistant Secretary                    
John F. Robichaud..................  52   Vice President -- Order Management and     
                                            Scheduling Logistics                     
George C. Lusby III................  54   Industry Vice President -- Sales and       
                                          Marketing                                  
John L. Day........................  50   Industry Vice President -- Sales and       
                                          Marketing                                  
Gregory C. Sinatro.................  46   Industry Vice President -- Sales and       
                                          Marketing                                  

   John J. Ghaznavi became Chairman of the Board and Chief Executive Officer
of the Company in January 1997. He has been Chairman and Chief Executive Officer
of each of Consumers, Glenshaw and G&G since 1993, 1988 and 1987, respectively. 
Mr. Ghaznavi currently serves as Chairman of the Board of Trustees of the Glass 
Packaging Institute.                                                            

Richard M. Deneau assumed his duties as President and Chief Operating 
Officer of the Company in July 1997. From January 1996 until June 1997, Mr.     
Deneau was Senior Vice President and Chief Operating Officer of Ball-Foster.    
From October 1992 to January 1996, he was Senior Vice President in charge of the
domestic beverage can operations of American National Can Company. Prior to     
October 1992, Mr. Deneau was Senior Vice President of Sales at American National
Can Company's division and the predecessor of Ball-Foster, Foster Forbes        
("Foster-Forbes").                                                              

   M. William Lightner, Jr. joined the Company in January 1997 as a director
and as Vice President, Treasurer and Chief Financial Officer. He became Vice    
President -- Finance in March 1997 and Senior Vice President -- Finance in June 
1997. Since July 1994, Mr. Lightner has been Vice President of Finance and Chief
Financial Officer of Consumers. From 1989 to 1992, Mr. Lightner served as       
Chairman of MICA Resources, a privately held aluminum processor and brokerage   
company. Mr. Lightner was a partner with Arthur Andersen & Co. from 1969 to     
1989.                                                                           

     David T. Gutowski joined the Company in January 1997 as a director and as a
Vice President and became Chief Administrative Officer and Vice                 
President -- Administration in March 1997 and Senior Vice                       
President -- Administration in June 1997. He has been a director of Consumers   
since 1993. Mr. Gutowski served as Treasurer and Chief Financial Officer of G&G 
since 1988.                                                                     

 C. Kent May became a director of the Company in January 1997 and became
Vice President, General Counsel and Secretary of the Company in March 1997. He  
became Senior Vice President in June 1997. Mr. May has served as a director of  
Consumers since 1993 and he was appointed General Counsel of Consumers in March 
1997. Mr. May has been an associate, partner or member of the law firm of Eckert

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Seamans Cherin & Mellott, LLC since 1964, and served as the managing partner of 
such firm from 1991 to 1996.                                                    

  Paul H. Farrar became a director of the Company in February 1997 and has
served as a director of Consumers since 1994 Mr. Farrar has been Chairman of    
Adelaide Capital Corporation, an investment company, since 1994, and he served  
as Senior Vice President of Canadian Imperial Bank of Commerce, a Canadian      
chartered bank from 1986 to December 1993.                                      

    Roger L. Erb became Senior Vice President -- Engineering of the Company in
October 1997. From September 1995 until June 1997, Mr. Erb was Senior Vice      
President of Technical Services at Ball-Foster. Prior thereto, he was employed  
at Foster Forbes, serving as Senior Vice President of Technical Services from   
June 1994 to September 1995, Senior Vice President of Operations from January   
1993 to June 1994, and Vice President of Technical Services prior to 1993.      

   Gordon S. Love became Senior Vice President -- Sales and Marketing of the
Company in July 1997. From October 1996 until June 1997, Mr. Love was Vice      
President of Sales for Beer and Liquor at Ball-Foster. From September 1995 until
October 1996, he was Senior Vice President of Beverage Sales at Ball-Foster.    
Prior thereto, he was employed at Foster Forbes, serving as Senior Vice         
President of Sales and Marketing from July 1993 to September 1995, Vice         
President of Sales from October 1992 to July 1993, and Beer Product Manager     
prior to October 1992.                                                          

   Edward M. Jonas joined the Company in February 1997 and became Controller
of the Company in March 1997. Mr. Jonas joined the predecessor to Old Anchor in 
1968 and was Comptroller of Old Anchor from 1983 through early 1995.            

   Eugene K. Pool joined Old Anchor in June 1988 as Senior Counsel. Mr. Pool
was appointed Assistant Secretary of Old Anchor in 1988, Associate General      
Counsel of Old Anchor in 1991 and Vice President-Associate General Counsel of   
Old Anchor in 1995. In February 1997, Mr. Pool became Assistant Secretary of the
Company and in March 1997, he became Vice President and Associate General       
Counsel for the Company.                                                        

John F. Robichaud joined the Company in September 1997 as Vice        
President -- Order Management and Scheduling Logistics. From 1992 until         
September 1997 he was Director of Logistics for Consumers and from 1986 to 1992 
was Director of Marketing for Consumers.                                        

George C. Lusby III joined the Company in March 1997 as Industry Vice 
President of Sales and Marketing. Mr. Lusby has served as Vice President of     
Sales and Marketing and as a director of Glenshaw since 1987.                   

   John L. Day became Industry Vice President of Sales and Marketing for the
Company in March 1997. From September 1993 to February 1997, Mr. Day served as  
Vice President -- Beer Sales of Old Anchor and from August 1990 to September    
1993, he served as Director of Sales of Old Anchor.                             

  Gregory C. Sinatro became Industry Vice President of Sales and Marketing
for the Company in March 1997. From October 1994 to February 1997, Mr. Sinatro  
served as Senior Vice President of Food/Consumer Products of Old Anchor and from
January 1989 to September 1994, he served as Vice President -- Consumer Products
Division of Old Anchor.                                                         

BOARD OF DIRECTORS OF THE COMPANY                                               

    Classification of Board.  Pursuant to the Amended and Restated Certificate
of Incorporation (the "Restated Charter") of the Company, until February 5,     
2000, the holders of the Class A Common Stock are entitled to elect four        
directors (the "Class A Directors") and the holders of the Class B Common Stock 
are entitled to elect five directors (the "Class B Directors"). The Class A     
Directors have not yet been designated. Messrs. Ghaznavi, Lightner, Gutowski,   
Farrar and May are Class B Directors. From and after February 5, 2000, the Board
of Directors has discretion to determine the number of directors (each a        
"Director") constituting the Board of Directors, and such number of Directors   
will be divided into three classes, as nearly equal in the number of Directors  
as possible. The term of Directors of the first, second and third class will    

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expire at the first, second and third annual meeting after their election,      
respectively. At each annual meeting, the number of Directors constituting the  
class whose term has expired at the time of such meeting will be elected to hold
office until the third succeeding annual meeting. Until February 5, 2000, Class 
A Directors may be removed with or without cause only by the holders of Class A 
Common Stock and Class B Directors may be removed with or without cause only by 
the holders of Class B Common Stock. Thereafter, all classes of Common Stock (as
defined) of the Company will be consolidated into one class of Common Stock,    
and, pursuant to the Bylaws of the Company (the "Bylaws"), Directors may be     
removed only with cause by the affirmative vote of the holders of 75% of the    
outstanding shares of capital stock of the Company then entitled to vote at an  
election of Directors.                                                          

     The foregoing provisions of the Restated Charter and the Bylaws are subject
to the rights, if any, of any series of preferred stock of the Company to elect 
additional Directors under circumstances specified in the certificate of        
designation relating to such preferred stock.                                   

    Officers of the Company serve at the discretion of the Board of Directors.

Compensation of Directors.  Directors of the Company are entitled to  
receive an annual director's fee of $7,000. In addition, fees of $750 are paid  
for each directors' meeting and committee meeting attended unless more than one 
meeting is held on the same day, in which case the fee for attending each       
subsequent meeting is $500.                                                     

ITEM 6.  EXECUTIVE COMPENSATION                                                 

EXECUTIVE COMPENSATION                                                          

The Company was organized in January 1997 and did not conduct any     
operations or have any employees prior to the Anchor Acquisition in February    
1997. As a result, the Company does not have any executive officers with respect
to whom disclosure of executive compensation is required under the Securities   
Act or the rules and regulations promulgated thereunder.                        

EMPLOYMENT AGREEMENTS                                                           

   The Company does not, as a general rule, enter into employment agreements
with its executive officers and/or other key employees.                         

EMPLOYEE PLAN                                                                   

As part of the Anchor Acquisition, the Company assumed Old Anchor's   
obligations under the Anchor Glass Container Corporation Executive/Key Employee 
Retention Plan which covers approximately 35 employees including Messrs. Pool,  
Day and Sinatro. Under this plan, if a participating employee is terminated by  
the Company without cause or terminates his or her employment with the Company  
for good reason (such as a reduction in base salary, a material change in       
position, duties or responsibilities, or a material change in job location), the
Company is obligated to pay a severance benefit to such employee. If all        
participating employees were to be terminated by the Company without cause      
and/or were to terminate their employment with the Company for good reason, the 
aggregate amount of severance benefits payable by the Company under this plan   
would be $1.1 million.                                                          

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

The Company is part of a group of glass manufacturing companies (the  
"Affiliated Glass Manufacturers") with Consumers and Glenshaw, each of which is 
controlled by Mr. Ghaznavi through G&G. The Company intends to engage in a      
variety of transactions with Consumers and Glenshaw as a part of its strategy to
achieve synergies among the companies. These expected transactions may include  
bulk purchasing of raw and packaging materials, provision of technical and      
engineering services, joint utilization of Anchor's mold and repair shops and   
the possible consolidation of certain functions such as sales, engineering and  
management information services.                                                

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   The Company has entered into an Intercompany Agreement (the "Intercompany
Agreement") with G&G, Consumers, Consumers U.S., Consumers International,       
Glenshaw, Hillsboro, I.M.T.E.C. Enterprises, Inc., a machinery manufacturer     
majority-owned by G&G, and certain related companies which establishes standards
for certain intercompany transactions. Pursuant to the Intercompany Agreement,  
the Company may, from time to time, fill orders for customers of Affiliated     
Glass Manufacturers and Affiliated Glass Manufacturers may, from time to time,  
fill orders for customers of the Company. In such case, where the customer is   
not a common customer, the company that does the manufacturing will pay a market
commission, set at 5% of the invoiced amount, to the company that referred the  
customer. In the event of a transfer of a customer to the Company by an         
Affiliated Glass Manufacturers or to an Affiliated Glass Manufacturers by the   
Company, the transfer is treated as though the transferee had filled the orders 
for the transferred customer.                                                   

In connection with any bulk purchasing of raw materials, packaging    
materials, machinery, insurance, maintenance services, environmental services   
and other items and services used in this business, each of the Affiliated Glass
Manufacturers will share out-of-pocket costs of the purchasing activities       
without payment of commissions. Similarly, in connection with the provision of  
technical, engineering or mold design services, the company providing the       
services will receive reasonable per diem fees and costs for the employees      
provided. For services such as the provision of molds, the company providing the
service will receive cost plus a reasonable market mark-up.                     

   Transactions carried out in accordance with the Intercompany Agreement do
not require approval of the board of directors or fairness opinions. Any        
amendment to the Intercompany Agreement is subject to the Indenture requirement 
that it be in writing, on terms no less favorable to the Company than could have
been obtained in a comparable arms' length transaction between the Company and  
third parties and is subject to the approval of the Board of Directors          
("Affiliate Transaction Provisions"). The Revolving Credit Agreement and the    
Indenture require that transactions between the Company and an affiliate be in  
writing on no less favorable terms to the Company than would be obtainable in a 
comparable arms' length transaction between the Company and a person that is not
an affiliate. In addition, transactions exceeding certain threshold values      
require the approval of the Company's board of directors, the approval of the   
Company's independent directors or an independent fairness opinion.             

    Certain affiliates of the Company are engaged in businesses other than the
manufacture of glass containers, such as manufacturing or rehabilitating        
manufacturing equipment, automobile and truck leasing, shipping and real estate 
management. These transactions are subject to the Affiliate Transaction         
Provisions of the Indenture.                                                    

    The Company is party to the Management Agreement with G&G. Pursuant to the
Management Agreement, G&G is to provide specified managerial services for the   
Company. For these services G&G is entitled to receive an annual management fee 
of $3.0 million and to reimbursement of its out-of-pocket costs plus an         
administrative charge not to exceed 10% of those costs. The Revolving Credit    
Agreement and the Indenture limit management fee payments by the Company under  
the Management Agreement to $1.5 million per year unless the Company meets      
certain financial tests, in which case such fees will accrue.                   

     In September 1997, Hillsboro Glass Company ("Hillsboro"), a glass container
manufacturing plant owned by G&G, discontinued manufacturing. All of Hillsboro's
rights and obligations to fill orders under a supply contract between Consumers 
and one of its major customers will be purchased by Consumers and Anchor. In    
addition, in connection with a plan to simplify the corporate ownership         
structure of Consumers, Anchor and their affiliates, Glenshaw may become a      
subsidiary of Anchor.                                                           

  The Company from time to time has engaged the law firm of Eckert Seamans
Cherin & Mellott, LLC, to represent it on a variety of matters. C. Kent May, an 
executive officer and director of the Company, is a member of such law firm.    

ITEM 8.  LEGAL PROCEEDINGS                                                      

The Company is, and from time to time may be, a party to routine legal
proceedings incidental to the operation of its business. The outcome of these   
proceedings is not expected to have a material adverse effect                   

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on the financial condition or operating results of the Company, based on the    
Company's current understanding of the relevant facts and law.                  

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND     
RELATED STOCKHOLDER MATTERS                                     

     The Company's common equity securities consist of Classes A, B and C Common
Stock and Series A and Series B Preferred Stock (collectively, the              
"Securities"). There is no established public trading market for any of the     
Securities. The Company intends to apply for listing of the Series A Preferred  
Stock and the Class A Common Stock on The Nasdaq Stock Market's National Market 
("Nasdaq"). However, there can be no assurance that the Company will meet the   
requirements for such listing, of the liquidity of any markets that may develop 
for the Series A Preferred Stock and the Class A Common Stock, of the ability of
the holders of such Series A Preferred Stock and the Class A Common Stock to    
sell such securities, or of the price at which holders of the Series A Preferred
Stock and the Class A Common Stock would be able to sell such securities.       

 As of November 1, 1997, there were four registered holders of 2,239,320
shares of Series A Preferred Stock, which are convertible into 9,330,500 shares 
of Class A Common Stock; one registered holder of 3,360,000 shares of Series B  
Preferred Stock, which are convertible into 15,272,727 shares of Class B Common 
Stock; four registered holders of Class A Common Stock; one registered holder of
Class B Common Stock; and no registered holders of Class C Common Stock. Smith  
Barney, one of the holders of both the Series A Preferred Stock and Class A     
Common Stock, holds such securities in escrow for certain creditors of Old      
Anchor. See "Item 8. Principal Shareholders." As of November 1, 1997, 2,107,843 
shares of Class C Common Stock, which is nonvoting until February 5, 2000, were 
issuable upon the exercise of currently exercisable warrants, which are held by 
two institutional investors.                                                    

Shares of Class A Common Stock and Series A Preferred Stock (the      
"Registered Securities") acquired from any "affiliate" (as such term is defined 
in Rule 144(a)(1) under the Securities Act) of the Company and shares of the    
Registered Securities held by an affiliate of the Company may, under certain    
circumstances, be sold to the public without registration under the Securities  
Act in reliance on an exemption contained in Rule 144 promulgated thereunder.   

  In general, under Rule 144 (a "safe harbor" for the resale of restricted
securities or other securities by an "affiliate" of the Company to the public   
without registration), a person (or group of persons whose shares are           
aggregated) who has beneficially owned restricted shares of the Company         
(together with its predecessors) for at least one year, including any person who
may be deemed to be an "affiliate" of the Company, is entitled to sell to the   
public, within any three-month period, a number of shares that does not exceed  
the greater of (i) one percent of the total number of shares of the Registered  
Securities that are not "restricted securities", and (ii) the average weekly    
trading volume during the four calendar weeks preceding the date on which notice
of the sale is filed with the Securities and Exchange Commission. Sales under   
Rule 144 are also subject to certain manner of sale provisions, notice          
requirements and the availability of adequate "current public information" about
the Company. The Company will not be deemed to have such information available  
until the expiration of at least 90 days following the effective date of this   
Registration Statement on Form 10. A person who is not deemed to have been an   
"affiliate" of the Company at any time during the 90 days preceding a sale and  
who has beneficially owned his or her restricted shares for at least two years  
would, pursuant to Rule 144(k), be entitled to sell such restricted shares to   
the public without regard to the volume limitations described above and the     
other conditions of Rule 144.                                                   

    As of the date hereof, no shares of the Registered Securities are eligible
for resale under Rule 144. As noted above, there is no active trading market for
the Registered Securities, and no prediction can be made of the effect, if any, 
that sales of shares of the Registered Securities under Rule 144 or the         
availability of shares for sale will have on the market price of the Registered 
Securities prevailing from time to time after the date of this Registration     
Statement on Form 10. The Company is unable to estimate the number of shares    
that may be sold in the public market under Rule 144, because such amount will  
depend on the trading volume in and market price for the Registered Securities  
and other factors. Nevertheless, sales of substantial amounts of shares in the  
public market, or the perception that such sales could occur, could adversely   
affect the market price of the Registered Securities. Due to the limited trading
market for the Registered Securities, however,                                  

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the trading volume therefor may be low and the market price volatile make       
reliance on Rule 144 unpredictable.                                             

The Series A Preferred Stock and the Class A Common Stock are being   
registered hereby in satisfaction of the Company's obligations to the holders   
thereof under the Asset Purchase Agreement. Other than the holders of the Series
A Preferred Stock and the Class A Common Stock, no other person has any right to
have shares of Common Stock registered under the Securities Act or the          
Securities Exchange Act of 1934, as amended (the "Exchange Act").               

The Company has never paid dividends on its Common Stock and has no   
intention to do so in the future. The holders of the Series A Preferred Stock   
are entitled to receive, when and as declared by the Board of Directors of the  
Company out of legally available funds, cumulative dividends, payable quarterly 
in cash, at an annual rate of 10% of the liquidation value thereof. The holders 
of the Series B Preferred Stock are entitled to receive cumulative dividends    
payable quarterly in kind at an annual rate of 8% of the liquidation value      
thereof. For a discussion regarding limitations on the Company's ability to pay 
dividends, see "Management's Discussion and Analysis of Financial Condition and 
Results of Operations -- Factors Affecting Future Operating                     
Results -- "Substantial Leverage; Ability to Service Debt," Significant         
Expenditures; Dependence on Successful Implementation of the Business Strategy" 
and "Restrictive Debt Covenants."                                               

ITEM 10.  RECENT SALES OF UNREGISTERED SECURITIES                               

  On various dates since January 1997, the Company sold and issued 902,615
shares of Class B Common Stock, valued at $5.00 per share, and 3,538,265 shares 
of Series B Preferred Stock (including the issuance of shares paid in kind as   
dividends), valued at $25.00 per share. These shares were issued in an offering 
not involving a public offering pursuant to Section 4(2) of the Securities Act  
to Consumers U.S.                                                               

     In addition, in connection with the Anchor Acquisition, the Company issued:
(i) 490,898 shares of Class A Common Stock, valued at $5.00 per share, and      
1,879,320 shares of Series A Preferred Stock, valued at $25.00 per share, to    
Smith Barney, as escrow agent for certain creditors of Old Anchor, (ii) an      
aggregate of 360,000 shares of Series A Preferred Stock, valued at $25.00 per   
share, to three defined benefit plans maintained by Old Anchor and (iii)        
warrants exercisable for 2,107,843 shares of Class C Common Stock, valued at    
$5.00 per share, to two institutional purchasers as compensation for providing  
the interim financing for the Anchor Acquisition and placement of the Notes. All
of these shares and warrants were issued in an offering not involving a public  
offering pursuant to Section 4(2) of the Securities Act and, in the case of the 
shares of Series A Preferred Stock and Class A Common Stock, Section 1145 of the
Bankruptcy Code.                                                                

     In April 1997, the Company issued $150.0 million aggregate principal amount
of the Notes to a group of "qualified institutional buyers" (as such term is    
used in Rule 144A under the Securities Act). The Notes were issued in reliance  
on the exemptions from the registration requirements of the Securities Act      
provided by Rule 144A and Regulation S under the Securities Act.                

ITEM 11.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED               

   Anchor is authorized to issue 50,000,000 shares of Common Stock, having a
par value of $0.01 per share, and 20,000,000 shares of preferred stock, having a
par value of $0.10 per share and a liquidation value of $25.00 per share (the   
"Preferred Stock"). The Company intends to apply for listing of the Series A    
Preferred Stock and the Class A Common Stock on The Nasdaq Stock Market's       
National Market ("Nasdaq").                                                     

COMMON STOCK                                                                    

   For the period from February 5, 1997 until February 5, 2000 (the "Initial
Period"), the number of Directors of Anchor is fixed at nine, with the holders  
of the Class A Common Stock having the right to elect four directors and the    
holders of the Class B Common Stock having the right to elect five directors.   
The holders of the Class C Common Stock are not entitled to participate in the  
election of directors. Except as described in the immediately preceding sentence
with respect to election of directors, there are no distinctions between the    
rights of holders of shares of Class A Common Stock and Class B Common Stock.   
The holders of                                                                  

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Class C Common Stock have no voting rights during the Initial Period. At the    
expiration of the Initial Period, the Class A Common Stock, the Class B Common  
Stock and the Class C Common Stock will automatically be consolidated into a    
single class of Common Stock with identical rights. The Revolving Credit        
Facility places restriction on the Company's ability to pay dividends.          

SERIES A PREFERRED STOCK                                                        

Of the 20,000,000 authorized shares of Preferred Stock, (a) 2,239,320 
shares have been designated as Series A Preferred Stock, (b) 5,000,000 shares   
have been designated as Series B Preferred Stock and (c) 12,760,680 shares are  
without designation at this time.                                               

     The Series A Preferred Stock ranks, as to dividends and redemption and upon
liquidation, prior to all other classes and series of capital stock of the      
Company, including the Series B Preferred Stock and the Common Stock. The       
holders of the Series A Preferred Stock are entitled to receive, when and as    
declared by the Board of Directors of the Company out of legally available      
funds, cumulative dividends, payable quarterly in cash, at an annual rate of ten
percent of the liquidation value. Holders of the Series A Preferred Stock are   
not entitled to vote except (a) as required by law, (b) on certain matters      
affecting the rights of the holders of Series A Preferred Stock and (c) in the  
event that scheduled cash dividends are unpaid for twelve consecutive quarters, 
at which time (i) the number of Directors will be expanded by three and (ii) the
holders of the Series A Preferred Stock will have the right to elect all three  
additional Directors until all accrued and unpaid scheduled cash dividends have 
been paid.                                                                      

  The Company is required to redeem all outstanding shares of the Series A
Preferred Stock on February 5, 2009 and, on or after February 5, 2000, may, at  
its option, redeem outstanding shares of Series A Preferred Stock if the trading
price of the Common Stock equals or exceeds $6.00 per share, in each case at a  
price of $25.00 per share of Series A Preferred Stock so redeemed.              

   Shares of Series A Preferred Stock are convertible into shares of Class A
Common Stock, at the option of the holder, at a ratio determined by dividing the
liquidation value of the Series A Preferred Stock ($25.00) by $6.00. Such ratio 
is subject to adjustment from time to time to prevent dilution.                 

  Pursuant to the Asset Purchase Agreement, prior to the consummation of a
plan of reorganization with respect to Old Anchor, the Company is obligated to  
register all of the shares of Class A Common Stock and Series A Preferred Stock 
under the Exchange Act and to qualify such shares for listing on a nationally   
recognized United States securities exchange or on Nasdaq.                      

ITEM 12.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                             

CERTIFICATE OF INCORPORATION                                                    

Article VIII of the Company's Amended and Restated Certificate of     
Incorporation (the "Certificate of Incorporation") provides for the             
indemnification of directors and officers of the Company and any persons serving
at the request of the Company as a director, trustee, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,  
including service with respect to an employee benefit plan, to the fullest      
extent permitted by the General Corporate Law of the State of Delaware (the     
"DGCL"). The Certificate of Incorporation also allows the Company, by action of 
the Board of Directors, to indemnify other officers, employees and agents of the
Company. These rights to indemnification (i) are contract rights; (ii) cannot be
changed by any amendment to the Certificate of Incorporation to adversely affect
any person being indemnified with respect to any alleged action or inaction     
occurring prior to such amendment; (iii) subject to any rights imposed by law   
and the By-Laws of the Company, include the right to have the Company advance   
expenses incurred in defending any such action, suit or proceeding prior to the 
final disposition; and (iv) are not exclusive of any other right which any      
person may have or may acquire under the Certificate of Incorporation, or any   
statute, by-law or agreement, or by any vote of the stockholders or             
disinterested directors of the Company, or otherwise. In addition to the        
indemnification provided by Article VIII, Article IX limits the personal        
liability of directors for monetary damages arising out of a breach of fiduciary
duty to the fullest extent permitted by the DGCL.                               

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The Certificate of Incorporation generally prohibits the Company from 
indemnifying any person in connection with an action, suit or proceeding (or    
portion thereof) initiated by such person unless such action, suit or proceeding
(or portion thereof) was authorized by the Board of Directors. However, this    
prohibition does not apply to a counterclaim, cross-claim or third party claim  
brought by an indemnitee in any action, suit or proceeding. In addition, persons
claiming a right to indemnification or advancement may bring suit against the   
Company if the claim is not paid in full by the Company within sixty days, in   
the case of a claim for indemnification, or thirty days, in the case of a claim 
for advancement, after receipt of the written claim.                            

BY-LAWS                                                                         

The By-laws of the Company contain no provision for indemnification.  

ITEM 13.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                           

See Item 15.                                                          

ITEM 14.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND       
FINANCIAL DISCLOSURE                                                            

Not Applicable.                                                       

ITEM 15.  FINANCIAL STATEMENTS AND EXHIBITS                                     

(a) Financial Statements and Schedules                                

     1. Financial Statements.  The Financial Statements of Anchor and Old Anchor
and the Reports of Independent Public Accountants are included beginning at page
F-1 and beginning at page H-1 of this Registration Statement. See the index     
included on page F-1 and page H-1.                                              

2. Financial Statement Schedules.  The following Financial Statement  
Schedules are filed as part of this Registration Statement and should be read in
conjunction with the Consolidated Financial Statements of Old Anchor and the    
Financial Statements of Anchor.                                                 

                                                                     SCHEDULE II

ANCHOR RESOLUTION CORP. 
VALUATION AND QUALIFYING ACCOUNTS 
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

               COLUMN A                 COLUMN B   COLUMN C     COLUMN D   COLUMN E    COLUMN F
--------------------------------------  --------   --------     --------  ----------   --------
                                                         ADDITIONS                             
                                                   ---------------------                       
                                        BALANCE    CHARGED                                     
                                           AT      TO COSTS     CHARGED                BALANCE 
                                        BEGINNING    AND        TO OTHER                AT END 
             DESCRIPTION                OF YEAR    EXPENSES     ACCOUNTS  DEDUCTIONS   OF YEAR 
--------------------------------------  --------   --------     --------  ----------   --------
                                                                                               
Year ended December 31, 1996                                                                   
  Allowance for doubtful accounts.....   $1,826     $1,126       $   --     $1,449(A)   $1,503 
Year ended December 31, 1995                                                                   
  Allowance for doubtful accounts.....   $3,447     $  656       $   --     $2,277(A)   $1,826 
Year ended December 31, 1994                                                                   
  Allowance for doubtful accounts.....   $3,615     $   50       $   --     $  218(A)   $3,447 

---------------                                                                 
(A) Accounts written off                                                        

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                                                                     SCHEDULE II

ANCHOR GLASS CONTAINER CORPORATION
VALUATION AND QUALIFYING ACCOUNTS 
PERIOD FROM FEBRUARY 5, 1997 TO SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                 COLUMN A                  COLUMN B    COLUMN C    COLUMN D   COLUMN E    COLUMN F 
------------------------------------------ --------    --------    --------  ----------  ----------
                                                            ADDITIONS                              
                                                       --------------------                        
                                           BALANCE                                                 
                                              AT       CHARGED                                     
                                           BEGINNING   TO COSTS    CHARGED               BALANCE AT
                                              OF         AND       TO OTHER                END OF  
               DESCRIPTION                  PERIOD     EXPENSES    ACCOUNTS  DEDUCTIONS    PERIOD  
------------------------------------------ --------    --------    --------  ----------  ----------
                                                                                                   
Period from February 5, 1997 to September                                                          
  30, 1997                                                                                         
  Allowance for doubtful accounts.........  $1,630(B)    $225          --       $ 65(A)    $1,790  

---------------                                                                 
(A) Accounts written off                                                        

(B) Amount recognized as part of Anchor Acquisition.                            

Schedules not listed above have been omitted because they are not     
applicable or are not required or the information required to be set forth      
therein is included in the Consolidated Financial Statements or notes thereto.  

3. Exhibits                                                           

                                                        [Enlarge/Download Table]

EXHIBIT                                                                                      
NUMBER                                           ITEM                                        
------   ------------------------------------------------------------------------------------
                                                                                             
  2.1    Asset Purchase Agreement dated as of December 18, 1996 among Anchor Glass Container 
         Corporation, now known as Anchor Resolution Corp. ("Old Anchor"), Consumers         
         Packaging Inc. and Owens-Brockway Glass Container Inc.                              
  2.2    Amendment to Asset Purchase Agreement (the "Asset Purchase Agreement") dated as of  
         February 5, 1997 by and among Old Anchor, Consumers Packaging Inc. and              
         Owens-Brockway Glass Container Inc.                                                 
  2.3    Order of United States Bankruptcy Court for the District of Delaware approving (i)  
         the Asset Purchase Agreement and (ii) the assumption and assignment of certain      
         related executory contracts                                                         
  2.4    Order of United States Bankruptcy Court for the District of Delaware approving the  
         Amendment to the Asset Purchase Agreement                                           
  2.5    Memorandum of Understanding dated February 5, 1997 among Old Anchor, Consumers      
         Packaging Inc., and the Company                                                     
  3.1    Amended and Restated Certificate of Incorporation of the Company                    
  3.2    Bylaws of the Company                                                               
  3.5    Certificate of Designation for Series A 10% Cumulative Convertible Preferred Stock  
  3.6    Certificate of Designation for Series B 8% Cumulative Convertible Preferred Stock   
  4.1    Indenture dated as of April 17, 1997 among the Company, Consumers U.S. and The Bank 
         of New York, as trustee                                                             
  4.2    Form of Initial Notes (included in Exhibit 4.1)                                     
  4.3    Form of Exchange Notes (included in Exhibit 4.1)                                    
  4.4    Security Agreement dated as of April 17, 1997 among the Company, Bankers Trust      
         Company, as agent under the Revolving Credit Agreement                              

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                                                        [Enlarge/Download Table]

EXHIBIT                                                                                      
NUMBER                                           ITEM                                        
------   ------------------------------------------------------------------------------------
                                                                                             
  4.5    Assignment of Security Agreement dated as of April 17, 1997 among the Company,      
         Bankers Trust Company, as assignor, and The Bank of New York, as assignee and as    
         trustee under the Indenture                                                         
  4.6    Pledge Agreement dated as of April 17, 1997 among Consumers U.S. and The Bank of New
         York, as trustee under the Indenture                                                
  4.7    Intercreditor Agreement dated as of February 5, 1997 among The Bank of New York, as 
         Note Agent, and BT Commercial Corporation, as Credit and Shared Collateral Agent    
  4.8    Amendment No. 1 to the Intercreditor Agreement, dated as of April 17, 1997 among The
         Bank of New York, as Note Agent, and BT CommercialCorporation, as Credit and Shared 
         Collateral Agent                                                                    
  4.9    Registration Rights Agreement dated as of April 17, 1997 among the Company,         
         Consumers U.S., BT Securities Corporation and TD Securities (USA) Inc.              
 10.1    Credit Agreement (the "Credit Agreement") dated as of February 5, 1997 among the    
         Company, Bankers Trust Company, as Issuing Bank, BT Commercial Corporation, as Agent
         and Co-Syndication Agent, PNC Bank, National Association, as Co-Syndication Agent   
         and Issuing Bank, and the various financial institutions party thereto              
 10.2    First Amendment to the Credit Agreement dated as of March 11, 1997 among the        
         Company, Bankers Trust Company, BT Commercial Corporation, and PNC Bank, National   
         Association                                                                         
 10.3    Second Amendment to the Credit Agreement dated as of April 9, 1997 among the        
         Company, Bankers Trust Company, BT Commercial Corporation, and PNC Bank, National   
         Association                                                                         
 10.4    Third Amendment and Waiver to the Credit Agreement dated as of May 23, 1997 among   
         the Company, Bankers Trust Company, BT Commercial Corporation, PNC Bank, National   
         Association, and the various financial institutions party to the Credit Agreement   
 10.5 *  Fourth Amendment to the Credit Agreement dated as of September 15, 1997 among the   
         Company, Bankers Trust Company, BT Commercial Corporation, PNC Bank, National       
         Association and the various financial institutions party to the Credit Agreement    
 10.6    Assignment of Security Interest in U.S. Trademarks and Patents dated February 5,    
         1997 by the Company to BT Commercial Corporation, as Collateral Agent under the     
         Credit Agreement                                                                    
 10.7    Assignment of Security Interest in U.S. Copyrights dated February 5, 1997 by the    
         Company to BT Commercial Corporation, as Collateral Agent under the Credit Agreement
 10.8    Guaranty dated February 5, 1997, by Consumers U.S. in favor of BT Commercial        
         Corporation and the other financial institutions party to the Credit Agreement Plan 
 10.9    Termination Agreement dated February 3, 1997 by and between Consumers Packaging     
         Inc., the Company and the Pension Benefit Guaranty Corporation                      
 10.10   Release Agreement among Old Anchor, the Company, the Official Committee of Unsecured
         Creditors of Anchor Glass Container Corporation (Old Anchor) and Vitro, Sociedad    
         Anonima                                                                             
 10.11   Agreement (the "Vitro Agreement") dated as of December 18, 1996 between Vitro,      
         Sociedad Anonima, Consumers Packaging Inc., on behalf of itself, and Consumers      
         Packaging Inc., on behalf of the Company                                            
 10.12   First Amendment to the Vitro Agreement dated as of February 4, 1997 among Vitro,    
         Sociedad Anonima, Consumers Packaging Inc. and the Company                          
 10.13   Waiver Agreement dated as of February 5, 1997 by and between Old Anchor and         
         Consumers Packaging Inc.                                                            
 10.14   Assignment and Assumption Agreement dated as of February 5, 1997 by and between     
         Consumers Packaging Inc. and the Company                                            
 10.15   Assignment and Assumption Agreement dated as of February 5, 1997 by and between     
         Consumers Packaging Inc. and the Company relating to certain cmployee benefit plans 
 10.16   Assignment and Assumption Agreement dated as of February 5, 1997 between Consumers  
         Packaging Inc. and the Company relating to certain commitment letters               
 10.17   Bill of Sale, Assignment and Assumption Agreement dated as of February 5, 1997 by   
         and between Old Anchor and the Company                                              
 10.18   Assignment of Patent Property and Design Property from Old Anchor to the Company    
 10.19   Trademark Assignment from Old Anchor to the Company                                 
 10.20   Foreign Trademark Assignment from Old Anchor to the Company                         

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EXHIBIT                                                                                      
NUMBER                                           ITEM                                        
------   ------------------------------------------------------------------------------------
                                                                                             
 10.21   Copyright Assignment from Old Anchor to the Company                                 
 10.22   Agreement dated as of February 5, 1997 between The Travelers Indemnity Company and  
         its Affiliates, including The Aetna Casualty and Surety Company and their           
         predecessors, and the Company                                                       
 10.23   Allocation Agreement dated as of February 5, 1997 between Consumers Packaging Inc.  
         and Owens-Brockway Glass Container Inc.                                             
 10.24   Supply Agreement dated as of February 5, 1997 by and between the Company and Owens- 
         Brockway Glass Container Inc.                                                       
 10.25   Transition Agreement dated as of February 5, 1997 between Consumers Packaging Inc., 
         the Company and Owens-Brockway Glass Container Inc.                                 
 10.26*  Technical Assistance and License Agreement executed December 18, 1996 by            
         Owens-Brockway Glass Container Inc. and Consumers Packaging Inc.                    
 10.27   Assurance Agreement (the "Assurance Agreement") dated as of February 5, 1997 among  
         Owens-Brockway Glass Container Inc., Consumers Packaging Inc., the Company, BT      
         Commercial Corporation, Bankers Trust Company and The Bank of New York              
 10.28   Letter agreement relating to Assurance Agreement dated April 17, 1997 addressed to  
         Owens-Brockway Glass Container Inc. and signed by Bankers Trust Company and The Bank
         of New York                                                                         
 10.29   Intercompany Agreement dated as of April 17, 1997 among G&G Investments, Inc.,      
         Glenshaw Glass Company, Inc., Hillsboro Glass Company, I.M.T.E.C. Enterprises, Inc.,
         Consumers Packaging Inc., Consumers International Inc., Consumers U.S., the Company,
         BT Securities Corporation and The Bank of New York, as trustee under the Indenture  
 10.30   Management Agreement dated as of February 5, 1997 by and between the Company and G&G
         Investments, Inc.                                                                   
 10.31   Anchor Glass Container Corporation/Key Executive Employee Retention Plan            
 10.32   Lease Agreement -- Anchor Place at Fountain Square (the "Lease Agreement") dated    
         March 31, 1988, by and between Old Anchor and Fountain Associates I Ltd. relating to
         the Company's headquarters in Tampa, Florida                                        
 10.33   First Amendment to Lease Agreement effective as of June 16, 1992, by and between    
         Fountain Associates I Ltd. and Old Anchor                                           
 10.34   Second Amendment to Lease Agreement effective as of September 30, 1993, by and      
         between Fountain Associates I Ltd. and Old Anchor                                   
 10.35   Third Amendment to Lease Agreement effective as of February 22, 1995, by and between
         Fountain Associates I Ltd. and Old Anchor                                           
 10.36   Agreement dated as of March 31, 1996 by and between Fountain Associates I Ltd.,     
         Citicorp Leasing, Inc. and Old Anchor                                               
 10.37   Amended and Restated Agreement effective as of September 12, 1996, by and between   
         Fountain Associates I Ltd., Citicorp Leasing Inc. and Old Anchor                    
 10.38   Sixth Amendment to Lease and Second Amendment to Option Agreement dated as of       
         February 5, 1997, by and between Fountain Associates I Ltd., Citicorp Leasing Inc.  
         and Old Anchor                                                                      
 10.39   Building Option Agreement dated March 31, 1988, by and between Fountain Associates  
         I, Ltd. and Old Anchor                                                              
 10.40   First Amendment to Building Option Agreement effective as of June 16, 1992, by and  
         between Fountain Associates I, Ltd. and Old Anchor                                  
 10.41*  Supply Agreement effective as of June 17, 1996 between The Stroh Brewery Company and
         the Company                                                                         
 10.42*  Supply Agreement between Bacardi International Limited and the Company              
 10.43   Warrant Agreement dated as of February 5, 1997 between the Company and Bankers Trust
         Company                                                                             
 10.44   Form of Warrant issued pursuant to the Warrant Agreement                            
 10.45*  American Appraisal Associates, Inc. appraisal of certain property of the Company    

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                                                        [Enlarge/Download Table]

EXHIBIT                                                                                      
NUMBER                                           ITEM                                        
------   ------------------------------------------------------------------------------------
                                                                                             
 12.1    Statement re: computation of ratio of earnings to fixed charges for the period from 
         February 5, 1997 to September 30, 1997                                              
 12.2    Statement re: computation of ratio of earning to fixed charges for the years ended  
         December 31, 1992, 1993, 1994, 1995 and 1996                                        
 21.1    List of Subsidiaries of the Company                                                 
 27.1    Financial Data Schedule of Old Anchor                                               
 27.2    Financial Data Schedule of the Company                                              

---------------                                                                 
* To be filed by amendment.                                                     

All other Exhibits are incorporated by reference to the Company's     
Registration Statement on Form S-4 (Reg. No. 333-31363) originally filed with   
the Securities and Exchange Commission on July 16, 1997.                        

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INDEX TO FINANCIAL STATEMENTS 

                                                        [Enlarge/Download Table]

                                                                                    PAGE NO.
                                                                                    --------
                                                                                            
AUDITED FINANCIAL STATEMENTS OF ANCHOR                                                      
     Report of Independent Public Accountants......................................    F-2  
     Balance Sheet at June 30, 1997................................................    F-3  
     Statement of Operations                                                                
       Period from February 5, 1997 to June 30, 1997...............................    F-4  
     Statement of Stockholders' Equity                                                      
       Period from February 5, 1997 to June 30, 1997...............................    F-5  
     Statement of Cash Flows                                                                
       Period from February 5, 1997 to June 30, 1997...............................    F-6  
     Notes to Financial Statements.................................................    F-7  

UNAUDITED CONDENSED FINANCIAL STATEMENTS OF ANCHOR                                          
     Condensed Balance Sheet                                                                
       September 30, 1997..........................................................   F-18  
     Condensed Statement of Operations                                                      
       Period from February 5, 1997 to September 30, 1997..........................   F-19  
     Condensed Statement of Stockholders' Equity                                            
       Period from February 5, 1997 to September 30, 1997..........................   F-20  
     Condensed Statement of Cash Flows                                                      
       Period from February 5, 1997 to September 30, 1997..........................   F-21  
     Notes to Condensed Financial Statements.......................................   F-22  

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Anchor Glass Container Corporation:                                          

We have audited the accompanying balance sheet of Anchor Glass Container        
Corporation (a Delaware corporation) as of June 30, 1997, and the related       
statements of operations, stockholders' equity and cash flows for the period    
from February 5, 1997 through June 30, 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 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 financial statements referred to above present fairly, in   
all material respects, the financial position of Anchor Glass Container         
Corporation as of June 30, 1997, and the results of its operations and its cash 
flows for the period from February 5, 1997 through June 30, 1997, in conformity 
with generally accepted accounting principles.                                  

ARTHUR ANDERSEN LLP                                                             

Pittsburgh, Pennsylvania                                                        
October 31, 1997                                                                

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ANCHOR GLASS CONTAINER CORPORATION

BALANCE SHEET 
JUNE 30, 1997 
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]
                                                                                             
ASSETS                                                                                       
Current assets:                                                                              
Cash and cash equivalents.........................................................  $  6,106 
Accounts receivable, less allowance for doubtful accounts of $1,706...............    62,262 
Inventories --                                                                               
  Raw materials and manufacturing supplies........................................    24,616 
  Semi-finished and finished products.............................................    92,582 
Other current assets..............................................................     8,724 
                                                                                    -------- 
          Total current assets....................................................   194,290 
Property, plant and equipment:                                                               
  Land............................................................................     7,769 
  Buildings.......................................................................    74,075 
  Machinery, equipment and molds..................................................   252,447 
  Less accumulated depreciation, net..............................................   (20,494)
                                                                                    -------- 
                                                                                     313,797 
Other assets......................................................................    24,163 
Strategic alliance with customer..................................................    22,650 
Goodwill, net of accumulated amortization of $1,000...............................    45,557 
                                                                                    -------- 
                                                                                    $600,457 
                                                                                    ======== 
LIABILITIES AND STOCKHOLDERS' EQUITY                                                         
Current liabilities:                                                                         
Revolving credit facility.........................................................  $    963 
Current maturities of long-term debt..............................................       352 
Accounts payable..................................................................    33,504 
Accrued expenses..................................................................    55,219 
Accrued interest..................................................................     3,448 
Accrued compensation and employee benefits........................................    36,403 
                                                                                    -------- 
          Total current liabilities...............................................   129,889 
Long-term debt....................................................................   151,897 
Long-term pension liabilities.....................................................    49,365 
Long-term postretirement liabilities..............................................    58,386 
Other long-term liabilities.......................................................    67,382 
                                                                                    -------- 
                                                                                     327,030 
Commitments and contingencies (Note 13)                                                      
Redeemable preferred stock, Series A, $.01 par value; 2,239,320 shares authorized,           
  issued and outstanding; $25 liquidation and redemption value....................    55,983 
                                                                                    -------- 
Stockholders' equity:                                                                        
Preferred stock, Series B, $.01 par value; authorized 5,000,000 shares; issued and           
  outstanding 3,360,000 shares, $25 liquidation and redemption value..............        34 
  Issuable preferred stock, at $25 per share......................................     2,688 
Common stock, $.10 par value; authorized 50,000,000 shares;                                  
  Class A, issued and outstanding 490,898 shares..................................        49 
  Class B, issued and outstanding 902,615 shares..................................        90 
  Class C, none issued and outstanding............................................        -- 
Warrants, Class C Common stock, issued and outstanding 2,107,843 shares...........    10,518 
Capital in excess of par value....................................................    92,294 
Accumulated deficit...............................................................   (18,118)
                                                                                    -------- 
                                                                                      87,555 
                                                                                    -------- 
                                                                                    $600,457 
                                                                                    ======== 

See Notes to Financial Statements.

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ANCHOR GLASS CONTAINER CORPORATION

STATEMENT OF OPERATIONS 
PERIOD FROM FEBRUARY 5, 1997 TO JUNE 30, 1997 
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE)

                                                        [Enlarge/Download Table]
                                                                                             
Net sales......................................................................... $ 261,141 
Costs and expenses:                                                                          
  Costs of products sold..........................................................   244,285 
  Selling and administrative expenses.............................................    11,176 
                                                                                   --------- 
Income from operations............................................................     5,680 
Other income, net.................................................................       211 
Interest expense..................................................................    (7,882)
                                                                                   --------- 
Loss before extraordinary item....................................................    (1,991)
Extraordinary item --                                                                        
  Write-off of deferred financing costs, net of nil tax...........................   (11,200)
                                                                                   --------- 
Net loss.......................................................................... $ (13,191)
Preferred stock dividends.........................................................    (4,927)
                                                                                   --------- 
Loss applicable to common stock................................................... $ (18,118)
                                                                                   ========= 
Loss per share applicable to common stock before extraordinary item............... $   (6.64)
                                                                                   ========= 
Net loss per share applicable to common stock..................................... $  (17.38)
                                                                                   ========= 
Weighted average number of common shares outstanding.............................. 1,042,206 
                                                                                   ========= 

See Notes to Financial Statements.

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ANCHOR GLASS CONTAINER CORPORATION

STATEMENT OF STOCKHOLDERS' EQUITY 
PERIOD FROM FEBRUARY 5, 1997 TO JUNE 30, 1997 
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                           CLASS   CLASS                                                           
                                SERIES B     A       B     ISSUABLE              CAPITAL   ACCUMU-        TOTAL    
                                PREFERRED  COMMON  COMMON  PREFERRED            IN-EXCESS   LATED     STOCKHOLDERS'
                                  STOCK    STOCK   STOCK     STOCK    WARRANTS   OF PAR    DEFICIT       EQUITY    
                                ---------  ------  ------  ---------  --------  ---------  --------   -------------
                                                                                                                   
Balance, February 5, 1997.....     $--      $ --    $ --    $    --   $     --   $    --   $     --     $      --  
  Issuance of 3,360,000 shares                                                                                     
     of Series B Preferred                                                                                         
     Stock to Consumers                                                                                            
     U.S. ....................      34        --      --         --         --    83,966         --        84,000  
  Issuance of 200,000 shares                                                                                       
     of Class B Common Stock                                                                                       
     to Consumers U.S. .......      --        --      20         --         --     2,480         --         2,500  
  Issuance of 490,898 shares                                                                                       
     of Class A Common Stock                                                                                       
     to creditors of Old                                                                                           
     Anchor...................      --        49      --         --         --     2,405         --         2,454  
  Issuance of 1,405,229                                                                                            
     warrants to purchase                                                                                          
     Class C Common Stock in                                                                                       
     conjunction with the                                                                                          
     financing of the Anchor                                                                                       
     Loan Facility............      --        --      --         --      7,012        --         --         7,012  
  Issuance of 702,615 shares                                                                                       
     of Class B Common Stock                                                                                       
     to Consumers U.S. in                                                                                          
     conjunction with the                                                                                          
     financing of the Notes...      --        --      70         --         --     3,443         --         3,513  
  Issuance of 702,614 warrants                                                                                     
     to purchase Class C                                                                                           
     Common Stock in                                                                                               
     conjunction with the                                                                                          
     financing of the Notes...      --        --      --         --      3,506        --         --         3,506  
  Pay-in-kind dividends                                                                                            
     payable to Consumers U.S.                                                                                     
     on Series B Preferred                                                                                         
     Stock....................      --        --      --      2,688         --        --     (2,688)           --  
  Dividends accrued on Series                                                                                      
     A Preferred Stock........      --        --      --         --         --        --     (2,239)       (2,239) 
  Net loss....................      --        --      --         --         --        --    (13,191)      (13,191) 
                                   ---       ---     ---     ------    -------   -------   --------      --------  
Balance, June 30, 1997........     $34      $ 49    $ 90    $ 2,688   $ 10,518   $92,294   $(18,118)    $  87,555  
                                   ===       ===     ===     ======    =======   =======   ========      ========  

See Notes to Financial Statements.

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ANCHOR GLASS CONTAINER CORPORATION

STATEMENT OF CASH FLOWS 
PERIOD FROM FEBRUARY 5, 1997 TO JUNE 30, 1997 
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]
                                                                                                       
Cash flows from operating activities:                                                                  
  Loss before extraordinary item...........................................................  $  (1,991)
  Adjustments to reconcile loss before extraordinary item to net cash provided by operating            
    activities:                                                                                        
    Depreciation and amortization..........................................................     21,578 
    Other amortization.....................................................................      1,598 
    Other..................................................................................        140 
  Decrease in cash resulting from changes in assets and liabilities........................    (17,344)
                                                                                             --------- 
                                                                                                 3,981 
Cash flows from investing activities:                                                                  
  Purchase of assets and assumption of liabilities of Old Anchor...........................   (200,470)
  Expenditures for property, plant and equipment...........................................    (12,251)
  Acquisition related contribution to defined benefit pension plans........................     (9,056)
  Other....................................................................................       (871)
                                                                                             --------- 
                                                                                              (222,648)
Cash flows from financing activities:                                                                  
  Proceeds from issuance of long-term debt.................................................    280,000 
  Principal payments of long-term debt.....................................................   (130,137)
  Proceeds from issuance of preferred stock................................................     84,000 
  Proceeds from issuance of common stock...................................................      1,000 
  Net draws on Revolving Credit Facility...................................................        963 
  Other, primarily financing fees..........................................................    (11,053)
                                                                                             --------- 
                                                                                               224,773 
Cash and cash equivalents:                                                                             
  Increase in cash and cash equivalents....................................................      6,106 
  Balance, beginning of period.............................................................         -- 
                                                                                             --------- 
  Balance, end of period...................................................................  $   6,106 
                                                                                             ========= 
Supplemental disclosure of cash flow information:                                                      
Cash paid during the period for:                                                                       
  Interest.................................................................................  $   3,546 
                                                                                             ========= 
  Income tax payments (refunds), net.......................................................  $      -- 
                                                                                             ========= 
Increase (decrease) in cash resulting from changes in assets and liabilities:                          
  Accounts receivable......................................................................  $ (13,477)
  Inventories..............................................................................      5,507 
  Other current assets.....................................................................        678 
  Accounts payable, accrued expenses and other current liabilities.........................     (9,423)
  Other, net...............................................................................       (629)
                                                                                             --------- 
                                                                                             $ (17,344)
                                                                                             ========= 

Supplemental noncash investing and financing activities:                        

  In connection with the Anchor Acquisition, the Company issued $46,983 face
amount of Series A Preferred Stock and $2,454 of Class A Common Stock and       
incurred $1,500 of fees. In connection with the Anchor Loan Facility, the       
Company issued 1,405,229 warrants to the lenders valued at $7,012.              

                                                        [Enlarge/Download Table]
                                                                                                      
Anchor Acquisition:                                                                                   
  Fair value of assets acquired............................................................ $ 525,000 
  Acquisition costs accrued................................................................   (50,000)
  Goodwill.................................................................................    47,000 
  Purchase price...........................................................................  (250,000)
                                                                                             -------- 
  Liabilities assumed...................................................................... $ 272,000 
                                                                                             ======== 

In February 1997, the Company contributed $9,000 face amount of Series A
Preferred Stock to the Company's defined benefit pensions plans.                

In connection with the issuance of the Notes, the Company issued 702,615
shares of Class B Common Stock to Consumers U.S. and 702,614 warrants valued at 
$3,506 to the initial purchasers of the Notes. Also, with the issuance of the   
Notes, the Company recorded an extraordinary loss for the write-off of deferred 
financing fees of the Anchor Loan Facility.                                     

The Company considers short-term investments with original maturities of
ninety days or less at the date of purchase to be classified as cash            
equivalents.                                                                    

See Notes to Financial Statements.

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ANCHOR GLASS CONTAINER CORPORATION

NOTES TO FINANCIAL STATEMENTS 
(DOLLARS IN THOUSANDS)

NOTE 1 -- PURCHASE OF ASSETS                                                    

Anchor Glass Acquisition Corporation (the "Company"), a Delaware      
corporation and a majority-owned subsidiary of Consumers Packaging Inc.         
("Consumers"), was formed in January 1997 to acquire certain assets and assume  
certain liabilities of Anchor Glass Container Corporation ("Old Anchor"), now   
Anchor Resolution Corp.                                                         

     On February 5, 1997, pursuant to an Asset Purchase Agreement dated December
18, 1996, as amended (the "Asset Purchase Agreement"), among Consumers,         
Owens-Brockway Glass Container Inc. ("Owens") and Old Anchor, the Company (the  
rights and obligations of Consumers having been assigned to the Company) and    
Owens acquired substantially all of the assets of, and assumed certain          
liabilities, of Old Anchor.                                                     

The Company purchased eleven operating glass container manufacturing  
facilities and other related assets (the "Anchor Acquisition"). Owens purchased 
assets and assumed liabilities of Old Anchor's Antioch and Hayward, California  
facilities and purchased certain other existing inventories. Owens also         
purchased Old Anchor's investment in Rocky Mountain Bottle Company, a joint     
venture with Coors Brewing Company ("Coors"), and assumed Old Anchor's agreement
to manufacture Coors' glass packaging products in the United States.            

The total purchase price approximated $378,000, excluding fees of     
approximately $1,500. The portion of the purchase price paid in cash by Owens   
amounted to approximately $128,000. The remaining purchase price of             
approximately $250,000 from the Company was comprised of approximately $200,500 
in cash, $47,000 face amount (1,879,320 shares) of mandatorily redeemable 10%   
cumulative convertible preferred stock ("Series A Preferred Stock") and $2,500  
of common stock (490,898 shares with an estimated value of $5.00 per share) (the
"Class A Common Stock") of the Company.                                         

The purchase price paid by the Company in connection with the Anchor  
Acquisition is subject to adjustment. On June 13, 1997, Old Anchor delivered to 
the Company the closing balance sheet dated January 10, 1997, which indicates   
that Old Anchor believes that it is entitled to additional payments from the    
Company and Owens totaling approximately $76,300 relating primarily to purchase 
price adjustments. On July 28, 1997, the Company and Owens delivered individual 
notices of disagreement to Old Anchor, opposing some of the adjustments sought  
by Old Anchor as well as asserting other adjustments in the Company's or Owen's 
favor. The Company's notice of disagreement requested a reduction to the        
purchase price of approximately $96,800. There may be litigation and/or         
arbitration over some or all aspects of adjustments requested by all parties.   
Such adjustments, if material, could impact the purchase price paid by the      
Company in connection with the Anchor Acquisition, the allocation of the        
purchase price and, as a result, the Company's balance sheet at June 30, 1997.  
There have been numerous settlement discussions between the Company's management
and key members of the creditors committee for Old Anchor which would eliminate 
the necessity for either arbitration or litigation. Based on these settlement   
discussions, management believes that any such settlement would not have a      
material adverse impact on the June 30, 1997 Balance Sheet.                     

 The Company obtained the cash portion of the purchase price principally
from an $85,000 cash investment by Consumers consisting of $84,000 face amount  
(3,360,000 shares) of redeemable 8% cumulative convertible preferred stock (the 
"Series B Preferred Stock") and $1,000 of common stock (200,000 shares) (the    
"Class B Common Stock") and a $130,000 bank loan.                               

Upon consummation of the purchase and effective February 6, 1997, the 
Company changed its name to Anchor Glass Container Corporation.                 

    The Anchor Acquisition is accounted for by using the purchase method, with
the purchase price being allocated to the assets acquired and preacquisition    
liabilities assumed based on their estimated fair value at the                  

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ANCHOR GLASS CONTAINER CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

date of acquisition. These allocations are based on preliminary appraisals,     
evaluations, estimations and other studies. Certain acquisition costs and fees, 
including the costs of closing and consolidating certain facilities have also   
been recorded by the Company at the date of acquisition. The Company has not yet
finalized these allocations and certain contingent liabilities have not yet been
resolved, as well as the final purchase price. The excess of the purchase price 
over the fair value of net assets purchased of approximately $47,000 is         
classified as Goodwill on the accompanying balance sheet.                       

The estimated values of assets acquired and liabilities assumed as of 
February 5, 1997 after giving effect to the Anchor Acquisition and consideration
paid is as follows:                                                             

                                                                [Download Table]
                                                                             
Accounts receivable..............................................  $  48,000 
Inventories......................................................    123,000 
Property, plant and equipment....................................    322,000 
Goodwill.........................................................     47,000 
Other assets.....................................................     32,000 
Current liabilities..............................................   (139,000)
Long-term debt...................................................     (2,000)
Other long-term liabilities......................................   (181,000)
                                                                   --------- 
                                                                   $ 250,000 
                                                                   ========= 

On January 9, 1997, the Pension Benefit Guaranty Corporation ("PBGC") 
notified Old Anchor that it intended to institute involuntary termination       
proceedings with respect to the three defined benefit pension plans then        
maintained by Old Anchor, and currently maintained by the Company. However, the 
PBGC reached an agreement with Vitro, S.A., the parent of Old Anchor, in which  
Vitro, S.A. agreed to provide a limited guaranty to the PBGC with respect to the
unfunded benefit liabilities of the Company's defined benefit plans, if the     
plans, or any one of them, are terminated before August 1, 2006. Consequently,  
the PBGC agreed not to terminate the plans as a result of the Asset Purchase    
Agreement and the assumption of the plans by the Company. In conjunction with   
the purchase, the Company assumed all liabilities of the plans and funded $9,056
of plan contributions, previously unfunded following Old Anchor's filing of     
Chapter 11. Additionally, the Company issued to the plans $9,000 face amount    
(360,000 shares) of Series A Preferred Stock.                                   

NOTE 2 -- BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES             

Business Segment                                                            

 The Company is engaged in the manufacture and sale of a diverse line of
clear, amber, green and other color glass containers of various types, designs  
and sizes to customers principally in the beer, food, iced tea, distilled       
spirits and soft drink industries. The Company markets its products throughout  
the United States. The Company's international and export sales are             
insignificant. Sales to The Stroh Brewery Company represented approximately     
12.5% of total net sales for the period ended June 30, 1997.                    

Inventories                                                                 

Inventories are stated at the lower of cost or market. The cost of    
substantially all inventories of raw materials and semi-finished and finished   
products is determined on the first-in, first-out method. Manufacturing supplies
and certain other inventories are valued at weighted average costs.             

Property, Plant and Equipment                                               

     Property, plant and equipment expenditures, including renewals, betterments
and furnace rebuilds which extend useful lives, and expenditures for glass      
forming machine molds are capitalized and depreciated using                     

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ANCHOR GLASS CONTAINER CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

the straight-line method over the estimated useful lives of the assets for      
financial statement purposes while accelerated depreciation methods are         
principally used for tax purposes. Generally, annual depreciation rates range   
from 2.5% for buildings, 6.3% to 20% for machinery and equipment and 40% for    
molds. Furnace and machine rebuilds, which are recurring in nature and which    
extend the lives of the related assets, are capitalized and depreciated over the
period of extension, generally at rates of 20% to 25%, based on the type and    
extent of these rebuilds. Depreciation of leased property recorded as capital   
assets is computed on a straight-line basis over the estimated useful lives of  
the assets. Maintenance and repairs are charged directly to expense as incurred.

Goodwill                                                                    

 Goodwill represents the excess of the purchase price over the estimated
fair value of net assets acquired and is amortized on a straight-line basis over
a twenty year period. Amortization expense for the period ended June 30, 1997   
was approximately $1,000. The Company has not yet finalized the allocations of  
net assets and certain contingent liabilities have not yet been resolved, as    
well as the final purchase price.                                               

Income Taxes                                                                

The Company applied Statement of Financial Accounting Standards No.   
109 -- Accounting for Income Taxes ("SFAS 109") which establishes financial     
accounting and reporting standards for the effects of income taxes which result 
from a company's activities during the current and preceding years.             

Retirement Plans                                                            

  The Company has retirement plans, principally non-contributory, covering
substantially all salaried and hourly employees. The Company's funding policy is
to pay at least the minimum amount required by the Employee Retirement Income   
Security Act of 1974 and the Retirement Protection Act of 1994, which requires  
the Company to make significant additional contributions into its underfunded   
defined benefit plans.                                                          

Postretirement Benefits                                                     

Statement of Financial Accounting Standards No. 106 -- Employers'     
Accounting for Postretirement Benefits Other Than Pensions ("SFAS 106") requires
accrual of postretirement benefits (such as healthcare benefits) during the     
period that an employee provides service. This accounting method has no effect  
on the Company's cash outlays for these postretirement benefits.                

Fair Value of Financial Instruments                                         

  Statement of Financial Accounting Standards No. 107 -- Disclosures about
Fair Value of Financial Instruments requires disclosure of the estimated fair   
values of certain financial instruments. The estimated fair value amounts have  
been determined using available market information or other appropriate         
valuation methodologies that require considerable judgment in interpreting      
market data and developing estimates. Accordingly, the estimates presented      
herein are not necessarily indicative of the amounts that the Company could     
realize in a current market exchange. The use of different market assumptions   
and/or estimation methodologies may have a material effect on the estimated fair
value amounts. As the long term debt has not been registered or traded in an    
established trading market, and the debt was issued during the current period,  
the Company has estimated the fair value of the debt to be the carrying value.  
The carrying amount of other financial instruments approximate their estimated  
fair values.                                                                    

The fair value information presented herein is based on information   
available to management as of June 30, 1997. Although management is not aware of
any factors that would significantly affect the estimated                       

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ANCHOR GLASS CONTAINER CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

value amounts, such amounts have not been comprehensively revalued for purposes 
of these financial statements since that date and, therefore, the current       
estimates of fair value may differ significantly from the amounts presented     
herein.                                                                         

Earnings Per Share                                                          

  Earnings per share is calculated based on the weighted average number of
shares of common stock and common stock equivalents outstanding during the      
period. Common stock equivalents are not included in any period that has a loss 
applicable to common stock as they would be anti-dilutive.                      

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 -- Earnings Per Share ("SFAS 128").   
SFAS 128 differs from current accounting guidance in that earnings per share is 
classified as basic earnings per and dilutive earnings per share, compared to   
primary earnings per share and fully diluted earnings per share under the       
current standards. Basic earnings per share differs from primary earnings per   
share in that it includes only the weighted average common shares outstanding   
and does not include any dilutive securities in the calculation. Diluted        
earnings per share under the new standard differs in certain calculations       
compared to fully diluted earnings per share under the existing standards.      
Adoption of SFAS 128 is required for interim and annual periods ending after    
December 15, 1997. Had the Company applied the provisions of SFAS 128 in the    
period from February 5, 1997 to June 30, 1997 to the earnings per share         
calculations, there would have been no impact compared to that which is         
reported.                                                                       

Use of Estimates                                                            

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

NOTE 3 -- REVOLVING CREDIT FACILITY                                             

In conjunction with the Anchor Acquisition, the Company entered into a
credit agreement dated as of February 5, 1997, with Bankers Trust Company       
("BTCo") as issuing bank and BT Commercial Corporation, as agent, to provide a  
$110,000 senior secured revolving credit facility (the "Revolving Credit        
Facility"). The Revolving Credit Facility enables the Company to obtain         
revolving credit loans for working capital purposes and the issuance of letters 
of credit for its account in an aggregate amount not to exceed $110,000.        
Advances outstanding at any one time cannot exceed an amount equal to the       
borrowing base as defined in the Revolving Credit Facility.                     

     Revolving credit loans bear interest at a rate based upon, at the Company's
option, (i) the higher of the prime rate of BTCo, 0.5% in excess of the         
overnight federal funds rate and 0.5% in excess of the adjusted certificate of  
deposit rate, as defined, each plus a defined margin, or (ii) the average of the
offering rates of banks in the New York interbank Eurodollar market, plus a     
defined margin. Interest is payable monthly. A commitment fee of 0.5% on the    
unused portion of the facility and letter of credit fees, as defined, is payable
quarterly. The Revolving Credit Facility expires February 5, 2002.              

    At June 30, 1997, advances outstanding under the Revolving Credit Facility
were $963 and the borrowing availability was $72,106. The total outstanding     
letters of credit on this facility were $12,788. At June 30, 1997, the weighted 
average interest rate on borrowings outstanding was 9.0%.                       

   The Company's obligations under the Revolving Credit Facility are secured
by a first priority lien on substantially all of the Company's inventories and  
accounts receivable and related collateral and a second                         

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ANCHOR GLASS CONTAINER CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

priority pledge of all of the Series B Preferred Stock and the Class B Common   
Stock. In addition, the Company's obligations under the Revolving Credit        
Facility are guaranteed by Consumers U.S., Inc., ("Consumers U.S.") the         
Company's parent and a wholly-owned indirect subsidiary of Consumers and the    
holder of the outstanding Series B Preferred Stock and Class B Common Stock.    

    The Revolving Credit Facility contains certain covenants that restrict the
Company from taking various actions, including, subject to specified exceptions,
the incurrence of additional indebtedness, the granting of additional liens, the
making of investments, the payment of dividends and other restricted payments,  
mergers, acquisitions and other fundamental corporate changes, capital          
expenditures, operating lease payments and transactions with affiliates. The    
Revolving Credit Facility also contains certain financial covenants that require
the Company to meet and maintain certain financial tests and minimum ratios,    
including a minimum working capital ratio, a minimum consolidated net worth test
and a minimum interest coverage ratio, all of which have been met at June 30,   
1997.                                                                           

NOTE 4 -- LONG-TERM DEBT                                                        

Long-term debt at June 30, 1997 consists of the following:            

                                                                [Download Table]
                                                                            
$150,000 First Mortgage Notes, interest at 11.25% due 2005........  $150,000
Other.............................................................     2,249
                                                                    --------
                                                                     152,249
Less current maturities...........................................       352
                                                                    --------
                                                                    $151,897
                                                                    ========

In connection with the Anchor Acquisition, the Company entered into a 
Senior Credit Agreement, dated as of February 5, 1997, with BTCo., as agent, to 
provide a $130,000 bank loan (the "Anchor Loan Facility"). The Anchor Loan      
Facility was repaid in full from the net proceeds of the issuance of the        
$150,000 11.25% First Mortgage Notes, due 2005, (the "Notes"). The Anchor Loan  
Facility bore interest at a rate of 12.50%.                                     

As additional consideration in providing the Anchor Loan Facility, the
Company issued to BT Securities Corporation and TD Securities, 1,405,229        
warrants convertible to Class C Common Stock. The warrants are valued at        
approximately $7,000. As a result of the refinancing of the Anchor Loan         
Facility, deferred financing fees of $11,200 were written off as an             
extraordinary loss in the second quarter of 1997.                               

   Effective April 17, 1997, the Company completed an offering of the Notes,
issued under an indenture dated as of April 17, 1997 (the "Indenture"), among   
the Company, Consumers U.S. and The Bank of New York, as Trustee. The Notes are 
senior secured obligations of the Company, ranking senior in right of payment to
all existing and future subordinate indebtedness of the Company and pari passu  
with all existing and future senior indebtedness of the Company. The Notes are  
guaranteed by Consumers U.S. Proceeds from the issuance of the Notes, net of    
fees, were approximately $144,000 and were used to repay $130,000 outstanding   
under the Anchor Loan Facility and $8,800 of advances outstanding under the     
Revolving Credit Facility, with the balance used for general corporate purposes.

Interest on the Notes accrues at 11.25% per annum and is payable      
semiannually on each April 1 and October 1 to registered holders of the Notes at
the close of business on the March 15 and September 15 immediately preceding the
applicable interest payment date. The Notes are not redeemable prior to April 1,
2001; however, the Notes are redeemable at the Company's option in whole at any 
time or in part from time to time at redemption prices defined in the Indenture.
The Indenture provides that upon the occurrence of a change in control, the     
Company will be required to offer to repurchase all of the Notes at a purchase  
price in cash equal to 101% of the principal amount plus interest accrued to the
date of purchase.                                                               

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ANCHOR GLASS CONTAINER CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

     All of the obligations of the Company under the Notes and the Indenture are
secured by a first priority perfected security interest in substantially all of 
the existing and future real property, personal property and other assets of the
Company and a first priority perfected security interest in collateral ranking  
pari passu with the security interest in favor of the Revolving Credit Facility.

  The Indenture, subject to certain exceptions, restricts the Company from
taking various actions, including, but not limited to, subject to specified     
exceptions, the incurrence of additional indebtedness, the granting of          
additional liens, the payment of dividends and other restricted payments,       
mergers, acquisitions and transactions with affiliates.                         

All of the Company's debt agreements contain cross-default provisions.

    Principal payments required on long-term debt are $138 in the remainder of
1997, $286 in 1998, $291 in 1999, $297 in 2000 and $303 in 2001. Payments to be 
made in 2002 and thereafter are $150,934.                                       

     In connection with the issuance of the Notes on April 17, 1997, the Company
issued 702,615 shares of Class B Common Stock to Consumers U.S. and 702,614     
warrants, valued at $5.00 per share, to the initial purchasers.                 

NOTE 5 -- REDEEMABLE PREFERRED STOCK                                            

     The Company has designated 2,239,320 shares as Series A Preferred Stock and
5,000,000 shares as Series B Preferred Stock. The Series A Preferred Stock      
ranks, as to dividends and redemption and upon liquidation, prior to all other  
classes and series of capital stock of the Company. The holders of Series A     
Preferred Stock are entitled to receive, when and as declared by the Board of   
Directors of the Company, cumulative dividends, payable quarterly in cash, at an
annual rate of 10%. Holders of Series A Preferred Stock are not entitled to     
vote, except as defined in its Certificate of Designation. No dividends have    
been declared or paid as of June 30, 1997.                                      

  The Company is required to redeem all outstanding shares of the Series A
Preferred Stock on February 5, 2009, and, on or after February 5, 2000, may, at 
its option, redeem outstanding shares of Series A Preferred Stock at a price of 
$25.00 per share, if the trading price of the common stock equals or exceeds    
$6.00 per share. Shares of Series A Preferred Stock are convertible into shares 
of Class A Common Stock, at the option of the holder, at a ratio determined by  
dividing the liquidation value of the Series A Preferred Stock by $6.00 and such
ratio is subject to adjustment from time to time.                               

Pursuant to the Asset Purchase Agreement, the Company is obligated to 
register all of the shares of the Class A Common Stock and Series A Preferred   
Stock under the Securities Exchange Act and to qualify the shares for listing on
a nationally recognized United States securities exchange or on The Nasdaq Stock
Market's National Market.                                                       

     The Series B Preferred Stock ranks, as to dividends and redemption and upon
liquidation, junior to the Series A Preferred Stock but senior to all other     
classes and series of capital stock of the Company. The holders of Series B     
Preferred Stock are entitled to receive cumulative dividends, payable quarterly 
at an annual rate of 8%. During the period from February 5, 1997 through and    
including December 31, 1999, the dividend is payable in additional shares of    
Series B Preferred Stock. Thereafter, the dividends will be payable in cash when
and as declared by the Board of Directors. Holders of Series B Preferred Stock  
are not entitled to vote, except as defined in its Certificate of Designation.  

     Shares of Series B Preferred Stock are not subject to mandatory redemption.
On or after February 5, 2000, the Company may, at its option, redeem outstanding
shares of Series B Preferred Stock at a price of $25.00 per share, if the       
trading price of the common stock equals or exceeds $5.50 per share. Shares of  
Series B Preferred Stock are convertible into shares of Class B Common Stock, at
the option of the holder, at                                                    

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ANCHOR GLASS CONTAINER CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

a ratio determined by dividing the liquidation value of the Series A Preferred  
Stock by $5.50 and such ratio is subject to adjustment from time to time.       

NOTE 6 -- COMMON STOCK                                                          

    For the period from February 5, 1997 to February 5, 2000, the common stock
is divided into three classes, Class A and Class B, which are voting, and Class 
C, which is non-voting. During this period, the number of Directors of the      
Company is fixed at nine, with the holders of the Class A shares having the     
right to elect four Directors and the holders of the Class B shares having the  
right to elect five Directors. Holders of the Class C Shares do not participate 
in the election of Directors. On February 5, 2000, the three classes of common  
stock will automatically be consolidated into one single class of common stock  
with identical rights. The Company currently has outstanding warrants           
exercisable for 2,107,843 shares of Class C Common Stock at an exercise price of
$.10 per share, which has already been deemed paid.                             

NOTE 7 -- RELATED PARTY INFORMATION                                             

G&G Investments, Inc.                                                       

   The Company is party to a management agreement with G&G Investments, Inc.
("G&G"), (the majority owner of Consumers), in which G&G is to provide specified
managerial services for the Company. For these services, G&G is entitled to     
receive an annual management fee of $3,000 and reimbursement of its             
out-of-pocket costs. The terms of the Revolving Credit Facility and the         
Indenture limit the management fee annual payment to $1,500 unless certain      
financial maintenance tests are met. The Company has recorded an expense of     
$1,233 for this agreement for the period ended June 30, 1997 and no payments    
have been made.                                                                 

Other affiliates                                                            

     Related party transactions with Consumers and its affiliates for the period
from February 5, 1997 to June 30, 1997 are summarized as follows:               

                                                                [Download Table]
                                                                            
Purchases of inventory..............................................  $1,035
Payable for inventory...............................................      23
Sales of inventory and other........................................   5,098
Receivable from sales of inventory and other........................   3,814

   All transactions with Consumers and its affiliates are conducted on terms
which, in the opinion of management, are no less favorable than with third      
parties.                                                                        

NOTE 8 -- PENSION PLANS                                                         

  As part of the Anchor Acquisition, the Company assumed the pension plans
previously maintained by Old Anchor. The Company has defined benefit retirement 
plans for salaried and hourly-paid employees. Benefits are calculated on a      
salary-based formula for salaried plans and on a service-based formula hourly   
plans. Pension costs for the period from February 5, 1997 to June 30, 1997 are  
summarized below:                                                               

                                                                [Download Table]
                                                                             
Service cost-benefits earned during the year......................  $  1,790 
Interest cost on projected benefit obligation.....................    12,830 
Return on plan assets.............................................   (13,220)
                                                                    -------- 
     Total pension cost...........................................  $  1,400 
                                                                    ======== 

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ANCHOR GLASS CONTAINER CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

  The Company has substantial unfunded obligations related to its employee
pension plans. The Retirement Protection Act of 1994 requires the Company to    
make significant additional funding contributions into its underfunded defined  
benefit retirement plans and will increase the premiums paid to the PBGC.       

    As an objection to the sale, the PBGC entered a determination to terminate
Old Anchor's qualified defined benefit pension plans. However, in conjunction   
with the sale, the Company assumed all liabilities of the plans and funded      
$9,056 of plan contributions, previously unfunded following Old Anchor's filing 
of Chapter 11. Additionally, the Company issued $9,000 face amount of Series A  
Preferred Stock and Vitro, the parent of Old Anchor, has guaranteed to fund     
certain qualified defined benefit plan obligations, should the Company default  
on its obligations. Consequently, the PBGC agreed not to terminate the plans as 
a result of the Agreement and the assumption of the plans by the Company.       

The Company also sponsors two defined contribution plans covering     
substantially all salaried and hourly employees. In 1994, the salaried          
retirement and savings programs were changed, resulting in the freezing of      
benefits under the defined benefit pension plans for salaried employees and     
amending the defined contribution savings plan for salaried employees. Under the
amended savings plan, the Company matches employees' basic contributions to the 
plan in an amount equal to 150% of the first 4% of an employee's compensation.  
Expenses under the savings programs for the period from February 5, 1997 to June
30, 1997 were approximately $1,100.                                             

 The funded status of the Company's pension plans at June 30, 1997 is as
follows:                                                                        

                                                        [Enlarge/Download Table]

                                                             ACCUMULATED   ASSETS EXCEED
                                                              BENEFITS      ACCUMULATED 
                                                            EXCEED ASSETS    BENEFITS   
                                                            -------------  -------------
                                                                                        
Actuarial present value of accumulated plan benefits:                                   
  Vested benefit obligation...............................    $ 306,903      $ 111,701  
                                                               ========       ========  
  Accumulated benefit obligation..........................    $ 315,630      $ 111,701  
                                                               ========       ========  
  Projected benefit obligation............................      315,630        111,701  
Plan assets at fair value.................................      242,970        120,808  
                                                               --------       --------  
Projected benefit obligation in excess of (less than) plan                              
  assets..................................................    $  72,660      $  (9,107) 
                                                               ========       ========  
Accrued (prepaid) pension cost............................    $  72,660      $  (9,107) 
                                                               ========       ========  

  Significant assumptions used in determining net pension cost and related
pension obligations for the benefit plans for 1997 are as follows:              

                                                                [Download Table]
                                                                             
Discount rate.........................................................  7.50%
Expected long-term rate of return on plan assets......................   9.0 

NOTE 9 -- POSTRETIREMENT BENEFITS OTHER THAN PENSIONS                           

  The Company provides benefits to substantially all salaried, and certain
hourly employees under several plans. SFAS 106 requires accrual of              
postretirement benefits (such as healthcare benefits) during the years an       
employee provides services. Currently, the Company funds these healthcare       
benefits on a pay-as-you-go basis. The Company also contributes to a            
multi-employer trust, and under the requirements of SFAS 106, recognizes as     
postretirement benefit cost the required annual contribution. The Company's cash
flows are not affected by implementation of SFAS 106.                           

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ANCHOR GLASS CONTAINER CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

  The accumulated postretirement benefit obligation at June 30, 1997 is as
follows:                                                                        

                                                                [Download Table]
                                                                            
Retirees...........................................................  $38,815
Eligible plan participants.........................................    8,507
Other active plan participants.....................................   13,764
                                                                     -------
                                                                     $61,086
                                                                     =======
Accrued postretirement benefit costs...............................  $61,086
                                                                     =======

  Net postretirement benefit costs for the period from February 5, 1997 to
June 30 1997 consist of the following components:                               

                                                                [Download Table]
                                                                            
Service cost - benefits earned during the year......................  $  419
Interest cost on accumulated postretirement benefit obligation......   1,653
                                                                      ------
                                                                      $2,072
                                                                      ======

The assumed healthcare cost trend used in measuring the accumulated   
postretirement benefit obligation as of June 30, 1997 was 9.0% declining        
gradually to 5.5% by the year 2003, after which it remains constant. A one      
percentage point increase in the assumed healthcare cost trend rate for each    
year would increase the accumulated postretirement benefit obligation as of June
30, 1997 by approximately 12% and the net postretirement healthcare cost for the
period ended June 30, 1997 by approximately 13%. The assumed discount rate used 
in determining the accumulated postretirement benefit obligation was 7.50% for  
1997.                                                                           

The Company also contributes to a multi-employer trust which provides 
certain other postretirement benefits to retired hourly employees. Expenses     
under this program for the period from February 5, 1997 to June 30, 1997 were   
$1,540.                                                                         

NOTE 10 -- PLANT CLOSING COSTS                                                  

  As part of the Anchor Acquisition, the Company closed its Houston, Texas
and Dayville, Connecticut plants in order to reduce excess capacity. Exit       
charges applicable to these two plants of approximately $33,000 have been       
recorded as of the date of acquisition. Amounts charged against the liability as
of June 30, 1997 are approximately $10,300.                                     

NOTE 11 -- INCOME TAXES                                                         

  The Company applies SFAS 109 under which the liability method is used in
accounting for income taxes. Deferred income taxes reflect the net tax effects  
of temporary differences between the carrying amounts of assets and liabilities 
for financial reporting purposes and the amounts used for income tax purposes,  
and are measured using the enacted tax rates and laws that will be in effect    
when the differences are expected to reverse. Under SFAS 109, if on the basis of
available evidence, it is more likely than not that all or a portion of the     
deferred tax asset will not be realized, the asset must be reduced by a         
valuation allowance. Since realization is not assured as of June 30, 1997,      
management has deemed it appropriate to establish a realization reserve against 
the tax asset created during the period.                                        

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ANCHOR GLASS CONTAINER CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

The following significant components of the deferred tax assets and   
liabilities are as follows:                                                     

                                                                [Download Table]
                                                                            
Deferred tax assets:                                                        
  Accruals and reserves............................................  $ 2,670
  Property, plant and equipment....................................    2,400
  Pension and post retirement liabilities..........................      800
  Tax loss carry forwards..........................................      130
                                                                     -------
                                                                       6,000
Valuation allowance................................................    2,400
                                                                     -------
                                                                       3,600
                                                                     -------
Deferred tax liabilities:                                                   
  Goodwill.........................................................    3,500
  Other assets.....................................................      100
                                                                     -------
                                                                       3,600
                                                                     -------
Net deferred tax assets............................................  $    --
                                                                     =======

The effective tax rate reconciliation at June 30, 1997 is as follows: 

                                                                [Download Table]
                                                                             
Statutory rate.....................................................       39%
Permanent differences..............................................       21 
                                                                         --- 
                                                                          18 
Valuation allowance................................................       18 
                                                                         --- 
Effective rate.....................................................       --%
                                                                         === 

NOTE 12 -- LEASES                                                               

The Company leases distribution and office facilities, machinery,     
transportation, data processing and office equipment under non-cancelable leases
which expire at various dates through 2004. These leases generally provide for  
fixed rental payments and include renewal and purchase options at amounts which 
are generally based on fair market value at expiration of the lease. The Company
has no material capital leases.                                                 

    Future minimum lease payments under non-cancelable operating leases are as
follows:                                                                        

                                                                [Download Table]
                                                                            
Remaining in 1997..................................................  $ 9,700
1998...............................................................   16,500
1999...............................................................   12,700
2000...............................................................    9,500
2001...............................................................    8,600
After 2001.........................................................   20,300
                                                                     -------
                                                                     $77,300
                                                                     =======

  Rental expenses for all operating leases for the period from February 5,
1997 to June 30, 1997 were $8,845.                                              

    In connection with the Anchor Acquisition, the Company assumed and amended
Old Anchor's lease of the headquarters facility located in Tampa, Florida and a 
related option to purchase. The term of the amended lease expires January 2,    
1998, unless the Company has exercised its purchase right, and the term then    
expires February 1, 1998. The property is encumbered by a mortgage, which is    
required to be repaid or refinanced by February 1, 1998. The Company is         
obligated to pay this indebtedness if the Company does not exercise its         

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ANCHOR GLASS CONTAINER CORPORATION

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

purchase option. If the property is subsequently sold, a portion of the net     
proceeds is to be reimbursed to the Company.                                    

NOTE 13 -- COMMITMENTS AND CONTINGENCIES                                        

The Company is a respondent in various environment-related cases. The 
Company is not otherwise party to, and none of its assets are subject to any    
other pending legal proceedings, other than ordinary routine litigation         
incidental to its business and against which the Company is adequately insured  
and indemnified or which is not material. The Company believes that the ultimate
outcome of these cases will not materially affect future operations.            

NOTE 14 -- SUBSEQUENT EVENTS                                                    

     Following the issuance of the Notes, the Company filed, with the Securities
and Exchange Commission, a Registration Statement on July 16, 1997, (File No.   
333-31363) on Form S-4 under the Securities Act of 1933, with respect to an     
issue of 11.25% First Mortgage Notes, due 2005, identical in all material       
respects to the Notes, except that the new Notes would not bear legends         
restricting the transfer thereof. Upon the effectiveness of the Registration    
Statement, the Company will commence an offer to the holders of the Notes to    
exchange their Notes for a like principal amount of new Notes. The Company      
entered into a Registration Rights Agreement on April 17, 1997. Pursuant to this
agreement, additional interest will accrue on the Notes if the Registration     
Statement is not declared effective or the exchange offer is not completed by   
dates as defined in the agreement.                                              

    In connection with a plan to simplify the corporate ownership structure of
Consumers, the Company and their affiliates, Glenshaw Glass Company, Inc., a    
wholly-owned subsidiary of G&G, may become a subsidiary of the Company.         

In September 1997, Hillsboro Glass Company ("Hillsboro"), a           
glass-manufacturing plant owned by G&G, discontinued manufacturing. All of      
Hillsboro's rights and obligations to fill orders under a supply contract       
between Consumers and one of its major customers will be purchased by Consumers 
and the Company.                                                                

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ANCHOR GLASS CONTAINER CORPORATION

CONDENSED BALANCE SHEET 
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
(UNAUDITED) 

                                                        [Enlarge/Download Table]
                                                                                            
ASSETS                                                                                      
Current assets:                                                                             
Cash and cash equivalents......................................................... $    804 
Accounts receivable...............................................................   60,840 
Inventories --                                                                              
  Raw materials and manufacturing supplies........................................   24,421 
  Semi-finished and finished products.............................................   93,770 
Other current assets..............................................................    8,778 
                                                                                   -------- 
          Total current assets....................................................  188,613 
Property, plant and equipment, net................................................  309,942 
Other assets......................................................................   45,100 
Goodwill..........................................................................   45,057 
                                                                                   -------- 
                                                                                   $588,712 
                                                                                   ======== 
LIABILITIES AND STOCKHOLDERS' EQUITY                                                        
Current liabilities:                                                                        
Revolving credit facility......................................................... $  5,861 
Current maturities of long-term debt..............................................      353 
Accounts payable..................................................................   31,037 
Accrued expenses..................................................................   44,232 
Accrued interest..................................................................    7,197 
Accrued compensation and employee benefits........................................   36,471 
                                                                                   -------- 
          Total current liabilities...............................................  125,151 
Long-term debt....................................................................  151,954 
Pension liabilities...............................................................   44,001 
Other long-term liabilities.......................................................  124,600 
                                                                                   -------- 
                                                                                    320,555 
Commitments and contingencies (Note 7)                                                      
Redeemable preferred stock........................................................   55,983 
                                                                                   -------- 
Stockholders' equity:                                                                       
  Preferred stock.................................................................       34 
  Common stock....................................................................      139 
  Issuable preferred stock........................................................    4,382 
  Warrants........................................................................   10,518 
  Capital in excess of par value..................................................   92,294 
  Accumulated deficit.............................................................  (20,344)
                                                                                   -------- 
                                                                                     87,023 
                                                                                   -------- 
                                                                                   $588,712 
                                                                                   ======== 

See Notes to Condensed Financial Statements.

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ANCHOR GLASS CONTAINER CORPORATION

CONDENSED STATEMENT OF OPERATIONS 
PERIOD FROM FEBRUARY 5, 1997 TO SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE)
(UNAUDITED) 

                                                        [Enlarge/Download Table]
                                                                                             
Net sales........................................................................ $  415,636 
Costs and expenses:                                                                          
  Costs of products sold.........................................................    386,130 
  Selling and administrative expenses............................................     18,127 
                                                                                   --------- 
Income from operations...........................................................     11,379 
Other income, net................................................................        234 
Interest expense.................................................................    (12,725)
                                                                                   --------- 
Loss before extraordinary item...................................................     (1,112)
Extraordinary item --                                                                        
  Write-off of deferred financing costs, net of nil tax..........................    (11,200)
                                                                                   --------- 
Net loss......................................................................... $  (12,312)
Preferred stock dividends........................................................     (8,032)
                                                                                   --------- 
Loss applicable to common stock.................................................. $  (20,344)
                                                                                   ========= 
Loss per share applicable to common stock before extraordinary item.............. $    (7.72)
                                                                                   ========= 
Net loss per share applicable to common stock.................................... $   (17.18)
                                                                                   ========= 
Weighted average number of common shares outstanding.............................  1,183,909 
                                                                                   ========= 

See Notes to Condensed Financial Statements.

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ANCHOR GLASS CONTAINER CORPORATION

CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY 
PERIOD FROM FEBRUARY 5, 1997 TO SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                           CLASS   CLASS                                                           
                                SERIES B     A       B     ISSUABLE              CAPITAL   ACCUMU-        TOTAL    
                                PREFERRED  COMMON  COMMON  PREFERRED            IN-EXCESS   LATED     STOCKHOLDERS'
                                  STOCK    STOCK   STOCK     STOCK    WARRANTS   OF PAR    DEFICIT       EQUITY    
                                ---------  ------  ------  ---------  --------  ---------  --------   -------------
                                                                                                                   
Balance, February 5, 1997.....     $--      $ --    $ --    $    --   $     --   $    --   $     --      $    --   
  Issuance of 3,360,000 shares                                                                                     
     of Series B Preferred                                                                                         
     Stock to Consumers                                                                                            
     U.S......................      34        --      --         --         --    83,966         --       84,000   
  Issuance of 200,000 shares                                                                                       
     of Class B Common Stock                                                                                       
     to Consumers U.S.........      --        --      20         --         --     2,480         --        2,500   
  Issuance of 490,898 shares                                                                                       
     of Class A Common Stock                                                                                       
     to creditors of Old                                                                                           
     Anchor...................      --        49      --         --         --     2,405         --        2,454   
  Issuance of 1,405,229                                                                                            
     warrants to purchase                                                                                          
     Class C Common Stock in                                                                                       
     conjunction with the                                                                                          
     financing of the Anchor                                                                                       
     Loan Facility............      --        --      --         --      7,012        --         --        7,012   
  Issuance of 702,615 shares                                                                                       
     of Class B Common Stock                                                                                       
     to Consumers U.S. in                                                                                          
     conjunction with the                                                                                          
     financing of the Notes...      --        --      70         --         --     3,443         --        3,513   
  Issuance of 702,614 warrants                                                                                     
     to purchase Class C                                                                                           
     Common Stock in                                                                                               
     conjunction with the                                                                                          
     financing of the Notes...      --        --      --         --      3,506        --         --        3,506   
  Pay-in-kind dividends                                                                                            
     payable to Consumers U.S.                                                                                     
     on Series B Preferred                                                                                         
     Stock....................      --        --      --      4,382         --        --     (4,382)          --   
  Dividends accrued on Series                                                                                      
     A Preferred Stock........      --        --      --         --         --        --     (3,650)      (3,650)  
  Net loss....................      --        --      --         --         --        --    (12,312)     (12,312)  
                                -------      ---     ---     ------     ------    ------    -------      -------   
Balance, September 30, 1997...     $34      $ 49    $ 90    $ 4,382   $ 10,518   $92,294   $(20,344)     $87,023   
                                =======      ===     ===     ======     ======    ======    =======      =======   

See Notes to Condensed Financial Statements.

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ANCHOR GLASS CONTAINER CORPORATION

CONDENSED STATEMENT OF CASH FLOWS 
PERIOD FROM FEBRUARY 5, 1997 TO SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
(UNAUDITED) 

                                                        [Enlarge/Download Table]
                                                                                            
Cash flows from operating activities:                                                       
  Loss before extraordinary item.................................................. $ (1,112)
  Adjustments to reconcile loss before extraordinary item to net cash provided by           
     operating activities:                                                                  
     Depreciation and amortization................................................   34,806 
     Other amortization...........................................................    3,616 
     Other........................................................................      224 
  Decrease in cash resulting from changes in assets and liabilities...............  (34,170)
                                                                                   -------- 
                                                                                      3,364 
Cash flows from investing activities:                                                       
  Purchase of assets and liabilities of Old Anchor................................ (200,470)
  Expenditures for property, plant and equipment..................................  (21,034)
  Acquisition related contribution to defined benefit pension plans...............   (9,056)
  Other...........................................................................     (773)
                                                                                   -------- 
                                                                                   (231,333)
Cash flows from financing activities:                                                       
  Proceeds from issuance of long-term debt........................................  280,000 
  Principal payments on long-term debt............................................ (130,148)
  Proceeds from issuance of preferred stock.......................................   84,000 
  Proceeds from issuance of common stock..........................................    1,000 
  Net draws on Revolving Credit Facility..........................................    5,861 
  Other, primarily financing fees.................................................  (11,940)
                                                                                   -------- 
                                                                                    228,773 
Cash and cash equivalents:                                                                  
  Increase (decrease) in cash and cash equivalents................................      804 
  Balance, beginning of period....................................................       -- 
                                                                                   -------- 
  Balance, end of period.......................................................... $    804 
                                                                                   ======== 
Supplemental disclosure of cash flow information:                                           
Cash paid during the period for:                                                            
  Interest........................................................................ $  4,103 
                                                                                   ======== 
  Income tax payments (refunds), net.............................................. $     -- 
                                                                                   ======== 

Supplemental noncash investing and financing activities:                        

         In connection with the Anchor Acquisition, the Company issued $46,983
     face amount of Series A Preferred Stock and $2,454 of Class A Common Stock.
   In connection with the Anchor Loan Facility, the Company issued 1,405,229
of warrants to the lenders valued at $7,012.                          

          In February 1997, the Company contributed $9,000 face amount of Series
A Preferred Stock to the Company's defined benefit pensions plans.    

      In connection with the Notes, the Company issued 702,615 shares of
Class B Common Stock to Consumers U.S. and 702,614 warrants valued at 
   $3,506 to the initial purchasers of the Notes. Also, with the issuance of
    the Notes, the Company recorded an extraordinary loss for the write-off of
deferred financing fees of the Anchor Loan Facility.                  

See Notes to Condensed Financial Statements.

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ANCHOR GLASS CONTAINER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS 
(DOLLARS IN THOUSANDS)
(UNAUDITED) 

NOTE 1 -- PURCHASE OF ASSETS                                                    

Anchor Glass Acquisition Corporation (the "Company"), a Delaware      
corporation and a majority-owned subsidiary of Consumers Packaging Inc.         
("Consumers"), was formed in January 1997 to acquire certain assets and assume  
certain liabilities of Anchor Glass Container Corporation ("Old Anchor"), now   
Anchor Resolution Corp.                                                         

     On February 5, 1997, pursuant to an Asset Purchase Agreement dated December
18, 1996, as amended (the "Asset Purchase Agreement"), between Consumers,       
Owens-Brockway Glass Container Inc. ("Owens") and Old Anchor, the Company (the  
rights and obligations of Consumers having been assigned to the Company) and    
Owens acquired substantially all of the assets of, and assumed certain          
liabilities, of Old Anchor.                                                     

The Company purchased eleven operating glass container manufacturing  
facilities and other related assets (the "Anchor Acquisition"). Owens purchased 
assets and assumed liabilities of Old Anchor's Antioch and Hayward, California  
facilities and purchased certain other existing inventories. Owens also         
purchased Old Anchor's investment in Rocky Mountain Bottle Company, a joint     
venture with Coors Brewing Company ("Coors"), and assumed Old Anchor's agreement
to manufacture Coors' glass packaging products in the United States.            

The total purchase price approximated $378,000, excluding fees of     
approximately $1,500. The portion of the purchase price paid in cash by Owens   
amounted to approximately $128,000. The remaining purchase price of             
approximately $250,000 from the Company was comprised of approximately $200,500 
in cash, $47,000 face amount (1,879,320 shares) of mandatorily redeemable 10%   
cumulative convertible preferred stock ("Series A Preferred Stock") and $2,500  
of common stock (490,898 shares with an estimated value of $5.00 per share) (the
"Class A Common Stock") of the Company.                                         

The purchase price paid by the Company in connection with the Anchor  
Acquisition is subject to adjustment. On June 13, 1997, Old Anchor delivered to 
the Company the closing balance sheet dated January 10, 1997, which indicates   
that Old Anchor believes that it is entitled to additional payments from the    
Company and Owens totaling approximately $76,300 relating primarily to purchase 
price adjustments. On July 28, 1997, the Company and Owens delivered individual 
notices of disagreement to Old Anchor, opposing some of the adjustments sought  
by Old Anchor as well as asserting other adjustments in the Company's or Owen's 
favor. The Company's notice of disagreement requested a reduction to the        
purchase price of approximately $96,800. There may be litigation and/or         
arbitration over some or all aspects of adjustments requested by all parties.   
Such adjustments, if material, could impact the purchase price paid by the      
Company in connection with the Anchor Acquisition, the allocation of the        
purchase price and, as a result, the Company's balance sheet at September 30,   
1997. There have been numerous settlement discussions between the Company's     
management and key members of the creditors committee for Old Anchor which would
eliminate the necessity for either arbitration or litigation. Based on these    
settlement discussions, management believes that any such settlement would not  
have a material adverse impact on the September 30, 1997 Condensed Balance      
Sheet.                                                                          

 The Company obtained the cash portion of the purchase price principally
from an $85,000 cash investment by Consumers consisting of $84,000 face amount  
(3,360,000 shares) of redeemable 8% cumulative convertible preferred stock (the 
"Series B Preferred Stock") and $1,000 of common stock (200,000 shares) (the    
"Class B Common Stock"), and a $130,000 bank loan.                              

Upon consummation of the purchase and effective February 6, 1997, the 
Company changed its name to Anchor Glass Container Corporation.                 

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ANCHOR GLASS CONTAINER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)
(UNAUDITED) 

    The Anchor Acquisition is accounted for by using the purchase method, with
the purchase price being allocated to the assets acquired and preacquisition    
liabilities assumed based on their estimated fair value at the date of          
acquisition. These allocations are based on preliminary appraisals, evaluations,
estimations and other studies. Certain acquisition costs and fees, including the
costs of closing and consolidating certain facilities have also been recorded by
the Company at the date of acquisition. The Company has not yet finalized these 
allocations and certain contingent liabilities have not yet been resolved, as   
well as the final purchase price. The excess of the purchase price over the fair
value of net assets purchased of approximately $47,000 is classified as Goodwill
on the accompanying condensed balance sheet.                                    

The estimated values of assets acquired and liabilities assumed as of 
February 5, 1997 after giving effect to the Anchor Acquisition and consideration
paid is as follows:                                                             

                                                                [Download Table]
                                                                             
Accounts receivable..............................................  $  48,000 
Inventories......................................................    123,000 
Property, plant and equipment....................................    322,000 
Goodwill.........................................................     47,000 
Other assets.....................................................     32,000 
Current liabilities..............................................   (139,000)
Long-term debt...................................................     (2,000)
Other long-term liabilities......................................   (181,000)
                                                                   --------- 
                                                                   $ 250,000 
                                                                   ========= 

On January 9, 1997, the Pension Benefit Guaranty Corporation ("PBGC") 
notified Old Anchor that it intended to institute involuntary termination       
proceedings with respect to the three defined benefit pension plans then        
maintained by Old Anchor, and currently maintained by the Company. However, the 
PBGC reached an agreement with Vitro, S.A., the parent of Old Anchor, in which  
Vitro, S.A. agreed to provide a limited guaranty to the PBGC with respect to the
unfunded benefit liabilities of the Company's defined benefit plans, if the     
plans, or any one of them, are terminated before August 1, 2006. Consequently,  
the PBGC agreed not to terminate the plans as a result of the Asset Purchase    
Agreement and the assumption of the plans by the Company. In conjunction with   
the purchase, the Company assumed all liabilities of the plans and funded $9,056
of plan contributions, previously unfunded following Old Anchor's filing of     
Chapter 11. Additionally, the Company issued to the plans $9,000 face amount    
(360,000 shares) of Series A Preferred Stock.                                   

NOTE 2 -- BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES             

Management's Responsibility                                                 

In the opinion of management, the accompanying condensed financial    
statements contain all adjustments, consisting of only normal recurring         
adjustments, and excluding any amounts resulting from purchase price adjustments
discussed above, necessary to present fairly the financial position as of       
September 30, 1997 and the results of operations and cash flows for the period  
from February 5, 1997 to September 30, 1997.                                    

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles 
have been condensed or omitted. The results of operations for the interim period
may not be necessarily indicative of the results of the full fiscal year.       

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ANCHOR GLASS CONTAINER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)
(UNAUDITED) 

Business Segment                                                            

 The Company is engaged in the manufacture and sale of a diverse line of
clear, amber, green and other color glass containers of various types, designs  
and sizes to customers principally in the beer, food, iced tea, distilled       
spirits and soft drink industries. The Company markets its products throughout  
the United States.                                                              

Inventories                                                                 

Inventories are stated at the lower of cost or market. The cost of    
substantially all inventories of raw materials and semi-finished and finished   
products is determined on the first-in, first-out method. Manufacturing supplies
and certain other inventories are valued at weighted average costs.             

Property, Plant and Equipment                                               

     Property, plant and equipment expenditures, including renewals, betterments
and furnace rebuilds which extend useful lives, and expenditures for glass      
forming machine molds are capitalized and depreciated using the straight-line   
method over the estimated useful lives of the assets for financial statement    
purposes while accelerated depreciation methods are principally used for tax    
purposes. Generally, annual depreciation rates range from 2.5% for buildings,   
6.3% to 20% for machinery and equipment and 40% for molds. Furnace and machine  
rebuilds, which are recurring in nature and which extend the lives of the       
related assets, are capitalized and depreciated over the period of extension,   
generally at rates of 20% to 25%, based on the type and extent of these         
rebuilds. Depreciation of leased property recorded as capital assets is computed
on a straight-line basis over the estimated useful lives of the assets.         
Maintenance and repairs are charged directly to expense as incurred.            

Goodwill                                                                    

 Goodwill represents the excess of the purchase price over the estimated
fair value of net assets acquired and is amortized on a straight line basis over
a twenty year period. Amortization expense for the period ended September 30,   
1997 was approximately $1,500. The Company has not yet finalized the allocations
of net assets and certain contingent liabilities have not yet been resolved, as 
well as the final purchase price.                                               

Income Taxes                                                                

The Company applied Statement of Financial Accounting Standards No.   
109 -- Accounting for Income Taxes ("SFAS 109") which establishes financial     
accounting and reporting standards for the effects of income taxes which result 
from a company's activities during the current and preceding years.             

Retirement Plans                                                            

  The Company has retirement plans, principally non-contributory, covering
substantially all salaried and hourly employees. The Company's funding policy is
to pay at least the minimum amount required by the Employee Retirement Income   
Security Act of 1974 and the Retirement Protection Act of 1994, which requires  
the Company to make significant additional contributions into its underfunded   
defined benefit plans.                                                          

Postretirement Benefits                                                     

Statement of Financial Accounting Standards No. 106 -- Employers'     
Accounting for Postretirement Benefits Other Than Pensions ("SFAS 106") requires
accrual of postretirement benefits (such as healthcare benefits) during the     
period that an employee provides service. This accounting method has no effect  
on the Company's cash outlays for these retirement benefits.                    

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ANCHOR GLASS CONTAINER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)
(UNAUDITED) 

Earnings per share                                                          

  Earnings per share is calculated based on the weighted average number of
shares of common stock and common stock equivalents outstanding during the      
period. Common stock equivalents are not included in any period that has a loss 
applicable to common stock as they would be anti-dilutive.                      

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 -- Earnings Per Share ("SFAS 128").   
SFAS 128 differs from current accounting guidance in that earnings per share is 
classified as basic earnings per and dilutive earnings per share, compared to   
primary earnings per share and fully diluted earnings per share under the       
current standards. Basic earnings per share differs from primary earnings per   
share in that it includes only the weighted average common shares outstanding   
and does not include any dilutive securities in the calculation. Diluted        
earnings per share under the new standard differs in certain calculations       
compared to fully diluted earnings per share under the existing standards.      
Adoption of SFAS 128 is required for interim and annual periods ending after    
December 15, 1997. Had the Company applied the provisions of SFAS 128 in the    
period from February 5, 1997 to September 30, 1997 to the earnings per share    
calculations, there would have been no impact compared to that which is         
reported.                                                                       

Use of Estimates                                                            

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

NOTE 3 -- REVOLVING CREDIT FACILITY                                             

In conjunction with the Anchor Acquisition, the Company entered into a
credit agreement dated as of February 5, 1997, with Bankers Trust Company       
("BTCo") as issuing bank and BT Commercial Corporation, as agent, to provide a  
$110,000 senior secured revolving credit facility (the "Revolving Credit        
Facility"). The Revolving Credit Facility enables the Company to obtain         
revolving credit loans for working capital purposes and the issuance of letters 
of credit for its account in an aggregate amount not to exceed $110,000.        
Advances outstanding at any one time can not exceed an amount equal to the      
borrowing base as defined in the Revolving Credit Facility.                     

     Revolving credit loans bear interest at a rate based upon, at the Company's
option, (i) the higher of the prime rate of BTCo, 0.5% in excess of the         
overnight federal funds rate and 0.5% in excess of the adjusted certificate of  
deposit rate, as defined, each plus a defined margin, or (ii) the average of the
offering rates of banks in the New York interbank Eurodollar market, plus a     
defined margin. Interest is payable monthly. A commitment fee of 0.5% on the    
unused portion of the facility and letter of credit fees, as defined, is payable
quarterly. The Revolving Credit Facility expires February 5, 2002.              

At September 30, 1997, advances outstanding under the Revolving Credit
Facility were $5,861 and the total outstanding letters of credit on this        
facility were $12,788.                                                          

   The Company's obligations under the Revolving Credit Facility are secured
by a first priority lien on substantially all of the Company's inventories and  
accounts receivable and related collateral and a second priority pledge of all  
of the Series B preferred stock and the Class B common stock. In addition, the  
Company's obligations under the Revolving Credit Facility are guaranteed by     
Consumers U.S. Inc., the                                                        

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ANCHOR GLASS CONTAINER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)
(UNAUDITED) 

Company's parent and a wholly-owned indirect subsidiary of Consumers and the    
holder of the outstanding Series B Preferred Stock and Class B Common Stock.    

    The Revolving Credit Facility contains certain covenants that restrict the
Company from taking various actions, including, subject to specified exceptions,
the incurrence of additional indebtedness, the granting of additional liens, the
making of investments, the payment of dividends and other restricted payments,  
mergers, acquisitions and other fundamental corporate changes, capital          
expenditures, operating lease payments and transactions with affiliates. The    
Revolving Credit Facility also contains certain financial covenants that require
the Company to meet and maintain certain financial tests and minimum ratios,    
including a minimum working capital ratio, a minimum consolidated net worth test
and a minimum interest coverage ratio, all of which have been met at September  
30, 1997.                                                                       

NOTE 4 -- LONG-TERM DEBT                                                        

In connection with the Anchor Acquisition, the Company entered into a 
Senior Credit Agreement, dated as of February 5, 1997, with Bankers Trust       
Company, as agent, to provide a $130,000 bank loan (the "Anchor Loan Facility").
The Anchor Loan Facility was repaid in full from the net proceeds of the        
issuance of the $150,000 11.25% First Mortgage Notes, due 2005, (the "Notes").  
The Anchor Loan Facility bore interest at a rate of 12.50%.                     

As additional consideration in providing the Anchor Loan Facility, the
Company issued to BT Securities Corporation and TD Securities, 1,405,229        
warrants convertible to Class C common stock. The warrants are valued at        
approximately $7,000. As a result of the refinancing of the Anchor Loan         
Facility, deferred financing fees of $11,200 were written off as an             
extraordinary loss in the second quarter of 1997.                               

   Effective April 17, 1997, the Company completed an offering of the Notes,
issued under an indenture dated as of April 17, 1997 (the "Indenture"), among   
the Company, Consumers U.S. and The Bank of New York, as Trustee. The Notes are 
senior secured obligations of the Company, ranking senior in right of payment to
all existing and future subordinate indebtedness of the Company and pari passu  
with all existing and future senior indebtedness of the Company. The Notes are  
guaranteed by Consumers U.S. Proceeds from the issuance of the Notes, net of    
fees, were approximately $144,000 and were used to repay $130,000 outstanding   
under the Anchor Loan Facility and $8,800 of advances outstanding under the     
Revolving Credit Facility, with the balance used for general corporate purposes.

Interest on the Notes accrues at 11.25% per annum and is payable      
semiannually on each April 1 and October 1 to registered holders of the Notes at
the close of business on the March 15 and September 15 immediately preceding the
applicable interest payment date. The Notes are not redeemable prior to April 1,
2001; however, the Notes are redeemable at the Company's option in whole at any 
time or in part from time to time at redemption prices defined in the Indenture.
The Indenture provides that upon the occurrence of a change in control, the     
Company will be required to offer to repurchase all of the Notes at a purchase  
price in cash equal to 101% of the principal amount plus interest accrued to the
date of purchase.                                                               

     All of the obligations of the Company under the Notes and the Indenture are
secured by a first priority perfected security interest in substantially all of 
the existing and future real property, personal property and other assets of the
Company and a first priority perfected security interest in collateral ranking  
pari passu with the security interest in favor of the Revolving Credit Facility.

  The Indenture, subject to certain exceptions, restricts the Company from
taking various actions, including, but not limited to, subject to specified     
exceptions, the incurrence of additional indebtedness, the granting of          
additional liens, the payment of dividends and other restricted payments,       
mergers, acquisitions and transactions with affiliates.                         

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ANCHOR GLASS CONTAINER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)
(UNAUDITED) 

In connection with the refinancing of the Notes on April 17, 1997, the
Company issued 702,615 shares of Class B Common Stock to Consumers U.S. and     
702,614 warrants, valued at $5.00 per share, to the initial purchasers.         

NOTE 5 -- REDEEMABLE PREFERRED STOCK                                            

     The Company has designated 2,239,320 shares as Series A Preferred Stock and
5,000,000 shares as Series B Preferred Stock. The Series A Preferred Stock      
ranks, as to dividends and redemption and upon liquidation, prior to all other  
classes and series of capital stock of the Company. The holders of Series A     
Preferred Stock are entitled to receive, when and as declared by the Board of   
Directors of the Company, cumulative dividends, payable quarterly in cash, at an
annual rate of 10%. Holders of Series A Preferred Stock are not entitled to     
vote, except as defined. No dividends have been declared or paid as of September
30, 1997.                                                                       

  The Company is required to redeem all outstanding shares of the Series A
Preferred Stock on February 5, 2009, and, on or after February 5, 2000, may, at 
its option, redeem outstanding shares of Series A Preferred Stock at a price of 
$25.00 per share, if the trading price of the common stock equals or exceeds    
$6.00 per share. Shares of Series A Preferred Stock are convertible into shares 
of Class A Common Stock, at the option of the holder, at a ratio determined by  
dividing the liquidation value of the Series A Preferred Stock by $6.00 and such
ratio is subject to adjustment from time to time.                               

Pursuant to the Asset Purchase Agreement, the Company is obligated to 
register all of the shares of the Class A Common Stock and Series A Preferred   
Stock under the Securities Exchange Act and to qualify the shares for listing on
a nationally recognized United States securities exchange or on The Nasdaq Stock
Market's National Market.                                                       

     The Series B Preferred Stock ranks, as to dividends and redemption and upon
liquidation, junior to the Series A Preferred Stock but senior to all other     
classes and series of capital stock of the Company. The holders of Series B     
Preferred Stock are entitled to receive cumulative dividends, payable quarterly 
at an annual rate of 8%. During the period from February 5, 1997 through and    
including December 31, 1999, the dividend is payable in additional shares of    
Series B Preferred Stock. Thereafter, the dividends will be payable in cash when
and as declared by the Board of Directors. Holders of Series B Preferred Stock  
are not entitled to vote, except as defined.                                    

     Shares of Series B Preferred Stock are not subject to mandatory redemption.
On or after February 5, 2000, the Company may, at its option, redeem outstanding
shares of Series B Preferred Stock at a price of $25.00 per share, if the       
trading price of the common stock equals or exceeds $5.50 per share. Shares of  
Series B Preferred Stock are convertible into shares of Class B Common Stock, at
the option of the holder, at a ratio determined by dividing the liquidation     
value of the Series A Preferred Stock by $5.50 and such ratio is subject to     
adjustment from time to time.                                                   

NOTE 6 -- COMMON STOCK                                                          

    For the period from February 5, 1997 to February 5, 2000, the common stock
is divided into three classes, Class A and Class B, which are voting, and Class 
C, which is non-voting. During this period, the number of Directors of the      
Company is fixed at nine, with the holders of the Class A shares having the     
right to elect four Directors and the holders of the Class B shares having the  
right to elect five Directors. Holders of the Class C shares do not participate 
in the election of Directors. On February 5, 2000, the three classes of common  
stock will automatically be consolidated into one single class of common stock  
with identical rights. The Company currently has outstanding warrants           
exercisable for 2,107,843 shares of Class C Common Stock at an exercise price of
$.10 per share, which has already been deemed paid.                             

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ANCHOR GLASS CONTAINER CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)
(UNAUDITED) 

NOTE 7 -- COMMITMENTS AND CONTINGENCIES                                         

The Company is a respondent in various environment-related cases. The 
Company is not otherwise party to, and none of its assets are subject to any    
other pending legal proceedings, other than ordinary routine litigation         
incidental to its business and against which the Company is adequately insured  
and indemnified or which is not material. The Company believes that the ultimate
outcome of these cases will not materially affect future operations.            

NOTE 8 -- SUBSEQUENT EVENTS                                                     

     Following the issuance of the Notes, the Company filed, with the Securities
and Exchange Commission, a Registration Statement on July 16, 1997, (File No.   
333-31363) on Form S-4 under the Securities Act of 1933, with respect to an     
issue of 11.25% First Mortgage Notes, due 2005, identical in all material       
respects to the Notes, except that the new Notes would not bear legends         
restricting the transfer thereof. Upon the effectiveness of the Registration    
Statement, the Company will commence an offer to the holders of the Notes to    
exchange their Notes for a like principal amount of new Notes. The Company      
entered into a Registration Rights Agreement on April 17, 1997. Pursuant to this
agreement, additional interest will accrue on the Notes if the Registration     
Statement is not declared effective or the exchange offer is not completed by   
dates as defined in the agreement.                                              

    In connection with a plan to simplify the corporate ownership structure of
Consumers, the Company and their affiliates, Glenshaw Glass Company, Inc., a    
wholly-owned subsidiary of G&G, may become a subsidiary of the Company.         

In September 1997, Hillsboro Glass Company ("Hillsboro"), a           
glass-manufacturing plant owned by G&G, discontinued manufacturing. All of      
Hillsboro's rights and obligations to fill orders under a supply contract       
between Consumers and one of its major customers will be purchased by Consumers 
and the Company.                                                                

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INDEX TO FINANCIAL INFORMATION FOR OLD ANCHOR 

                                                        [Enlarge/Download Table]
                                                                                          
CONSOLIDATED FINANCIAL STATEMENTS                                                         
  Report of Independent Public Accountants........................................... H-2 
  Consolidated Balance Sheets                                                             
     December 31, 1995 and 1996...................................................... H-3 

  Consolidated Statements of Operations                                                   
     Years Ended December 31, 1994, 1995 and 1996.................................... H-4 

  Consolidated Statements of Stockholder's Equity (Deficiency in Assets)                  
     Years Ended December 31, 1994, 1995 and 1996.................................... H-5 

  Consolidated Statements of Cash Flows                                                   
     Years Ended December 31, 1994, 1995 and 1996.................................... H-6 

  Notes to Consolidated Financial Statements......................................... H-7 

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                     
  Condensed Consolidated Balance Sheet September 30, 1996............................ H-21
  Condensed Consolidated Statement of Operations Nine Months Ended September 30,          
     1996............................................................................ H-22
  Condensed Consolidated Statement of Cash Flows Nine Months Ended September 30,          
     1996............................................................................ H-23
  Notes to Condensed Consolidated Financial Statements............................... H-24

SELECTED CONSOLIDATED FINANCIAL DATA................................................. H-27

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF                
  OPERATIONS......................................................................... H-30

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Anchor Glass Container Corporation:                                          

We have audited the accompanying consolidated balance sheets of Anchor
Resolution Corp. (Debtor-in-Possession) (the Company) as of December 31, 1996   
and 1995, and the related consolidated statements of operations, stockholder's  
equity (deficiency in assets) and cash flows for the three years ended December 
31, 1996, 1995 and 1994. These financial statements are the responsibility of   
the Company's management. Our responsibility is to report 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 report.           

    The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has experienced           
significant losses in the last three fiscal years, and has a net deficiency in  
assets of $236,307,000 at December 31, 1996. As described in Notes 2 and 3 to   
the accompanying financial statements, in September 1996, the Company filed a   
voluntary petition for relief under Chapter 11 of the United States Bankruptcy  
Code. Furthermore, as discussed in Note 2, on February 5, 1997, the Company sold
substantially all of its assets and certain liabilities. The Company's          
bankruptcy petition and remaining deficiency in assets after this sale raise    
substantial doubt about the Company's ability to continue as a going concern.   
Specifically, the accompanying consolidated financial statements do not purport 
to show (a) as to assets, their realizable value on a liquidation basis or their
availability to satisfy liabilities; (b) as to prepetition liabilities, the     
amounts that may be allowed for claims or contingencies, or the status and      
priority thereof; (c) as to stockholder accounts, the effect of any changes that
may be made in the capitalization of the Company; or (d) as to operations, the  
effect of any changes that may be made in its business. The accompanying        
consolidated financial statements do not include any adjustments that might     
result from the outcome of these uncertainties.                                 

 Because of the possible material effect of the matters discussed in the
preceding paragraph, we are unable to express, and we do not express, an opinion
on the financial statements referred to above.                                  

ARTHUR ANDERSEN LLP                                                             

Pittsburgh, Pennsylvania                                                        
October 31, 1997                                                                

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ANCHOR RESOLUTION CORP. 
(DEBTOR-IN-POSSESSION)
(FORMERLY KNOWN AS ANCHOR GLASS CONTAINER CORPORATION)

CONSOLIDATED BALANCE SHEETS 
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                                                                DECEMBER 31,       
                                                                                          ------------------------ 
                                                                                            1996           1995    
                                                                                          ---------     ---------- 
                                                                                                                   
                                                      ASSETS                                                       
Current assets:                                                                                                    
Cash and cash equivalents................................................................ $   4,898     $   18,315 
Accounts receivable, less allowance for doubtful accounts of $1,503 and $1,826...........    55,851         40,965 
Inventories                                                                                                        
  Raw materials and manufacturing supplies...............................................    28,528         39,036 
  Semi-finished and finished products....................................................   115,891        141,538 
Other current assets.....................................................................    18,593         14,982 
                                                                                          ---------     ---------- 
         Total current assets............................................................   223,761        254,836 
Property, plant and equipment:                                                                                     
  Land and land improvements.............................................................    10,405         22,822 
  Buildings..............................................................................   120,377        147,981 
  Machinery, equipment and molds.........................................................   524,643        551,709 
  Less accumulated depreciation, net.....................................................  (344,655)      (323,665)
                                                                                          ---------     ---------- 
                                                                                            310,770        398,847 
Other assets.............................................................................    52,072         38,742 
Intangible pension asset.................................................................    17,140         21,773 
Deferred income taxes....................................................................        --          2,367 
Investment in joint venture..............................................................    39,725         20,631 
Excess of cost over fair value of net assets acquired (Goodwill), net of accumulated                               
  amortization of $83,630 in 1995........................................................        --        471,152 
                                                                                          ---------     ---------- 
                                                                                          $ 643,468     $1,208,348 
                                                                                          =========     ========== 
                            LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY IN ASSETS)                            
Liabilities not subject to compromise:                                                                             
Current liabilities:                                                                                               
Debtor-in-Possession Facility............................................................ $  90,455     $       -- 
Revolving credit facility................................................................        --          3,000 
Senior Secured Notes.....................................................................   158,025             -- 
Current maturities of long term debt.....................................................        --          1,770 
Accounts payable.........................................................................    25,727         74,120 
Accrued expenses.........................................................................    32,740         32,105 
Accrued interest.........................................................................     1,510         11,246 
Accrued compensation and employee benefits...............................................    60,423         55,869 
Deferred income taxes....................................................................        --            543 
                                                                                          ---------     ---------- 
         Total current liabilities.......................................................   368,880        178,653 
Long-term debt...........................................................................        --        552,680 
Pension liabilities......................................................................    44,179         68,260 
Other long-term liabilities..............................................................   119,722        119,152 
                                                                                          ---------     ---------- 
                                                                                            163,901        740,092 
Liabilities subject to compromise........................................................   379,994             -- 
                                                                                          ---------     ---------- 
         Total liabilities...............................................................   912,775        918,745 
Commitments and contingencies (Note 15)                                                                            
Stockholder's equity (deficiency in assets):                                                                       
Common stock $.10 par value; authorized 1,000 shares, issued and outstanding, 1 share....        --             -- 
Capital in excess of par value...........................................................   576,300        483,816 
Accumulated deficit......................................................................  (823,213)      (167,373)
Amount related to minimum pension liability..............................................   (22,394)       (26,840)
                                                                                          ---------     ---------- 
                                                                                           (269,307)       289,603 
                                                                                          ---------     ---------- 
                                                                                          $ 643,468     $1,208,348 
                                                                                          =========     ========== 

See Notes to Consolidated Financial Statements. 

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ANCHOR RESOLUTION CORP. 
(DEBTOR-IN-POSSESSION)
(FORMERLY KNOWN AS ANCHOR GLASS CONTAINER CORPORATION)

CONSOLIDATED STATEMENTS OF OPERATIONS 
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                                YEARS ENDED DECEMBER 31,        
                                                          ------------------------------------- 
                                                            1996          1995          1994    
                                                          ---------     --------     ---------- 
                                                                                                
Net sales................................................ $ 814,370     $956,639     $1,089,317 
Costs and expenses:                                                                             
  Cost of products sold..................................   831,612      906,393        996,780 
  Selling and administrative expenses....................    39,570       48,998         52,371 
  Restructuring and other charges........................    49,973       10,267         79,481 
  Impairment of long-lived assets........................   490,232           --             -- 
  Write-up of assets held for sale.......................    (8,967)          --             -- 
                                                          ---------     --------       -------- 
Loss from operations.....................................  (588,050)      (9,019)       (39,315)
Other income (expense), net..............................   (10,020)         171         (2,385)
Interest expense (1996 contractual interest of                                                  
  $57,768)...............................................   (48,601)     (56,871)       (56,070)
                                                          ---------     --------       -------- 
Loss before reorganization items, income taxes and                                              
  extraordinary item.....................................  (646,671)     (65,719)       (97,770)
Reorganization items.....................................    (5,008)          --             -- 
                                                          ---------     --------       -------- 
Loss before income taxes and extraordinary item..........  (651,679)     (65,719)       (97,770)
Income tax provision.....................................     1,825          250            250 
                                                          ---------     --------       -------- 
Loss before extraordinary item...........................  (653,504)     (65,969)       (98,020)
Extraordinary item --                                                                           
  Write-off of deferred financing fees, net of nil tax...    (2,336)          --             -- 
                                                          ---------     --------       -------- 
Net loss................................................. $(655,840)    $(65,969)    $  (98,020)
                                                          =========     ========       ======== 

See Notes to Consolidated Financial Statements. 

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ANCHOR RESOLUTION CORP. 
(DEBTOR-IN-POSSESSION)
(FORMERLY KNOWN AS ANCHOR GLASS CONTAINER CORPORATION)

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIENCY IN ASSETS)
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                           CAPITAL                                       
                                              IN                                TOTAL    
                                            EXCESS                          STOCKHOLDER'S
                                   COMMON     OF     RETAINED    MINIMUM       EQUITY    
                                   STOCK     PAR     EARNINGS    PENSION     (DEFICIENCY 
                                    (A)     VALUE    (DEFICIT)   LIABILITY   IN ASSETS)  
                                   ------  --------  ---------   --------   -------------
                                                                                         
Balance, January 1, 1994.......... $  --   $433,816  $  (3,384)  $(17,680)    $ 412,752  
Amount related to minimum pension                                                        
  liability.......................    --         --         --      9,822         9,822  
Net loss..........................    --         --    (98,020)        --       (98,020) 
                                   -----   --------  ---------   --------     ---------  
Balance, December 31, 1994........    --    433,816   (101,404)    (7,858)      324,554  
Capital contribution from Vitro,                                                         
  S.A.............................    --     50,000         --         --        50,000  
Amount related to minimum pension                                                        
  liability.......................    --         --         --    (18,982)      (18,982) 
Net loss..........................    --         --    (65,969)        --       (65,969) 
                                   -----   --------  ---------   --------     ---------  
Balance, December 31, 1995........    --    483,816   (167,373)   (26,840)      289,603  
Capital contribution from Vitro,                                                         
  S.A.............................    --     92,484         --         --        92,484  
Amount related to minimum pension                                                        
  liability.......................    --         --         --      4,446         4,446  
Net loss..........................    --         --   (655,840)        --      (655,840) 
                                   -----   --------  ---------   --------     ---------  
Balance, December 31, 1996........ $  --   $576,300  $(823,213)  $(22,394)    $(269,307) 
                                   =====   ========  =========   ========     =========  

---------------                                                                 
(A) One share, $.10 par value outstanding                                       

See Notes to Consolidated Financial Statements. 

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ANCHOR RESOLUTION CORP. 
(DEBTOR-IN-POSSESSION)
(FORMERLY KNOWN AS ANCHOR GLASS CONTAINER CORPORATION)

CONSOLIDATED STATEMENTS OF CASH FLOWS 
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                                          YEARS ENDED DECEMBER 31,       
                                                                    ------------------------------------ 
                                                                      1996          1995          1994   
                                                                    ---------     ---------     -------- 
                                                                                                         
Cash flows from operating activities:                                                                    
  Loss before extraordinary item................................... $(653,504)    $ (65,969)    $(98,020)
  Adjustments to reconcile loss before extraordinary item to net                                         
    cash provided by (used in) operating activities:                                                     
    Impairment of long-lived assets................................   490,232            --           -- 
    Write-up of assets held for sale...............................    (8,967)           --           -- 
    Restructuring and other charges................................    49,973        10,267       79,481 
    Depreciation...................................................    72,537        76,994       79,037 
    Amortization...................................................    29,119        22,921       21,439 
    Other..........................................................     3,131           462          354 
Decrease in cash resulting from changes in assets and                                                    
  liabilities......................................................   (19,697)      (44,245)     (54,377)
Increase in cash resulting from changes in prepetition                                                   
  liabilities......................................................     8,765            --           -- 
                                                                    ---------     ---------     -------- 
                                                                      (28,411)          430       27,914 
Cash flows from investing activities:                                                                    
  Expenditures for property, plant and equipment...................   (46,254)      (70,368)     (93,833)
  Proceeds from sales of property, plant and equipment.............    14,022        49,490          953 
  Investment in joint venture......................................   (18,552)      (20,631)          -- 
  Other............................................................   (13,108)       (6,991)      (3,775)
                                                                    ---------     ---------     -------- 
                                                                      (63,892)      (48,500)     (96,655)
Cash flows from financing activities:                                                                    
  Proceeds from issuance of long-term debt.........................    80,000            --           -- 
  Principal payments on long-term debt.............................   (92,191)         (365)        (702)
  Capital contribution from Vitro S.A..............................    92,484        50,000           -- 
  Sale of accounts receivable......................................        --        30,000           -- 
  Net draws on Debtor-In-Possession facility.......................    90,455            --           -- 
  Draws on Prepetition Credit Agreement............................        --        87,000       75,000 
  Repayments on Prepetition Credit Agreement.......................   (83,000)     (114,000)     (45,000)
  Other, primarily financing fees..................................    (8,862)         (437)        (831)
                                                                    ---------     ---------     -------- 
                                                                       78,886        52,198       28,467 
Cash and cash equivalents:                                                                               
  Increase (decrease) in cash and cash equivalents.................   (13,417)        4,128      (40,274)
  Balance, beginning of year.......................................    18,315        14,187       54,461 
                                                                    ---------     ---------     -------- 
  Balance, end of year............................................. $   4,898     $  18,315     $ 14,187 
                                                                    =========     =========     ======== 
SUPPLEMENTAL CASH FLOW INFORMATION                                                                       
Net cash provided by (used in) operating activities reflects net                                         
  cash payments for interest and taxes as follows:                                                       
Interest........................................................... $  51,412     $  52,003     $ 60,573 
                                                                    =========     =========     ======== 
Income taxes (refunds), net........................................ $    (209)    $    (328)    $   (149)
                                                                    =========     =========     ======== 
In addition, the Company had the following non-cash activities:                                          
  Extraordinary item--write off of deferred financing fees......... $   2,336     $      --     $     -- 
                                                                    =========     =========     ======== 
Increase (decrease) in cash resulting from changes in assets and                                         
  liabilities:                                                                                           
  Accounts receivable.............................................. $ (15,351)    $  (6,881)    $ (8,600)
  Inventories......................................................    36,154        (5,606)      (3,564)
  Other current assets.............................................    (1,623)       (4,050)      (1,773)
  Accounts payable, accrued expenses and other current                                                   
    liabilities....................................................   (26,246)      (22,462)     (34,564)
  Other, net.......................................................   (12,631)       (5,246)      (5,876)
                                                                    ---------     ---------     -------- 
                                                                    $ (19,697)    $ (44,245)    $(54,377)
                                                                    =========     =========     ======== 

The Company considers short-term investments with original maturities of
ninety days or less at the date of purchase to be classified as cash            
equivalents.                                                                    

See Notes to Consolidated Financial Statements. 

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ANCHOR RESOLUTION CORP. 
(DEBTOR-IN-POSSESSION)
(FORMERLY KNOWN AS ANCHOR GLASS CONTAINER CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

NOTE 1 -- BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES             

Basis of Presentation                                                       

The accompanying consolidated financial statements are prepared on the
historical cost basis of accounting and reflect adjustments for the impairment  
of goodwill and other long-lived assets. As discussed in Note 3, Anchor         
Resolution Corp. (formerly known as Anchor Glass Container Corporation) (the    
"Company") is operating as a debtor-in-possession under Chapter 11 of the United
States Bankruptcy Code ("Chapter 11"). The accompanying consolidated financial  
statements do not purport to reflect or provide for the consequences of the     
bankruptcy proceedings. In particular, such consolidated financial statements do
not purport to show (a) as to assets, the remaining assets, their realizable    
value on a liquidated basis or their availability to satisfy liabilities; (b) as
to prepetition liabilities, the amounts that may be allowed for claims or       
contingencies, or the status and priority thereof; (c) as to stockholder's      
accounts, the effect of any changes that may be made in the capitalization of   
the Company; or (d) as to operations, the effect of any changes that may be made
in the Company's remaining business.                                            

Organization of the Company                                                 

     At December 31, 1996, the Company is a wholly-owned subsidiary of Container
Holdings Corp. ("Container") which is a direct wholly-owned subsidiary of Vitro,
Sociedad Anonima ("Vitro"), a limited liability corporation incorporated under  
the laws of the United Mexican States. On September 13, 1996, the Company filed 
a voluntary petition for reorganization under Chapter 11 (See Note 3). On       
February 5, 1997, Consumers Packaging Inc. ("CPI") and Owens-Brockway Glass     
Container Inc. ("OI") acquired substantially all of the assets and business of  
the Company in accordance with the terms of the Agreement (See Note 2).         

Principles of Consolidation                                                 

    The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries. All material intercompany        
accounts and transactions have been eliminated in consolidation.                

Business Segment                                                            

 The Company is engaged in the manufacture and sale of a diverse line of
clear, amber, green and other color glass containers of various types, designs  
and sizes to customers principally in the beer, food, iced tea, distilled       
spirits, wine and soft drink industries. The Company markets its products       
throughout the United States. The Company's international operations and export 
sales are insignificant. Sales to Anheuser-Busch represented 11%, 24% and 25% of
total net sales for 1996, 1995 and 1994, respectively. As a result of the       
current highly competitive environment, the Company had been informed by        
Anheuser-Busch that the Company's 1996 and future volume allocations would be   
reduced. Additionally, sales to The Strohs Brewery Company represented 10.8% of 
total net sales for 1996.                                                       

Inventories                                                                 

Inventories are stated at the lower of cost or market. The cost of    
substantially all inventories of raw materials and semi-finished and finished   
products is determined on the last-in, first-out ("LIFO") method. At December   
31, 1996 and 1995, the estimated current cost of these inventories exceeds their
stated value determined on the LIFO basis by approximately $16,740 and $13,599, 
respectively. Manufacturing supplies                                            

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and certain other inventories are valued at weighted average actual or standard 
costs that approximate actual costs.                                            

Property, Plant and Equipment                                               

     Property, plant and equipment expenditures, including renewals, betterments
and furnace rebuilds, which extend useful lives, and expenditures for glass     
forming machine molds are capitalized and depreciated using the straight-line   
method over the estimated useful lives of the assets for financial statement    
purposes while accelerated depreciation methods are principally used for tax    
purposes. Generally, annual depreciation rates range from 2.5% for buildings,   
6.3% to 20% for machinery and equipment and 40% for molds. Furnace and machine  
rebuilds, which are recurring in nature and which extend the lives of the       
related assets, are recorded as a charge to accumulated depreciation. Annual    
depreciation rates for such expenditures range from 20% to 25%, based on the    
type and extent of these rebuilds. Depreciation of leased property recorded as  
capital assets is computed on a straight-line basis over the estimated useful   
lives of the assets. Maintenance and repairs are charged directly to expense as 
incurred.                                                                       

Excess of Cost Over Fair Value of Net Assets Acquired (Goodwill)            

    As a result of the declining profitability, diminishing cash flows and the
Company's bankruptcy as discussed in Note 3, the recoverable value of the       
carrying amount of long-lived assets and intangibles was reviewed for           
impairment.                                                                     

  Based upon this review, the amount of remaining excess of purchase price
over fair value of net assets acquired at December 31, 1996, of $457,232 and    
other long-lived assets of $33,000 were written off.                            

The excess of cost over fair value of net assets acquired had been    
amortized on a straight line basis over a 40 year period. Amortization expense, 
included as a component of cost of products sold, for the years ended December  
31, 1996, 1995 and 1994 was $13,920, $13,925 and $13,920, respectively.         

Income Taxes                                                                

Statement of Financial Accounting Standards No. 109 -- Accounting for 
Income Taxes ("SFAS 109") establishes financial accounting and reporting        
standards for the effects of income taxes that result from a company's          
activities during the current and preceding years. In general, SFAS 109 requires
that each company within a consolidated group recognize tax expense based on its
own income. The Company and its subsidiaries file a consolidated tax return with
Container and its subsidiaries. To the extent that current operating loss       
benefits of the consolidated group or post acquisition loss carryforwards are   
allocated to the Company as a reduction of current income taxes payable, such   
benefits are reflected as a contribution of capital. The Company's tax benefits 
arising prior to acquisition (preacquisition losses) are reflected as a         
reduction in goodwill when the losses are utilized. Post acquisition losses of  
the Company are used to offset current or future income tax provisions.         

Retirement Plans                                                            

  The Company has retirement plans, principally non-contributory, covering
substantially all salaried and hourly employees. The Company's funding policy is
to pay at least the minimum amount required by the Employee Retirement Income   
Security Act of 1974. As a result of the Bankruptcy Proceedings (See Note 3),   
certain plan contributions were not made as of December 31, 1996 (See Note 12). 
At December 31, 1996 and 1995, the Company has recorded an additional minimum   
pension liability for underfunded plans representing the excess of the          
underfunded liability over previously recorded accrued pension costs.           

Postretirement Benefits                                                     

Statement of Financial Accounting Standards No. 106 -- Employers'     
Accounting for Postretirement Benefits Other Than Pensions ("SFAS 106") requires
accrual of postretirement benefits (such as healthcare benefits) during the     
period that an employee provides service. The transition obligation from the    
adoption of                                                                     

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SFAS 106 approximated $3,400 and is being amortized on a straight-line basis    
over a period of twenty years. This accounting method has no effect on the      
Company's cash outlays for these retirement benefits.                           

Fair Value of Financial Instruments                                         

  Statement of Financial Accounting Standards No. 107 -- Disclosures about
Fair Value of Financial Instruments requires disclosure of the estimated fair   
values of certain financial instruments. The estimated fair value amounts have  
been determined using available market information or other appropriate         
valuation methodologies that require considerable judgment in interpreting      
market data and developing estimates. Accordingly, the estimates presented      
herein are not necessarily indicative of the amounts that the Company could     
realize in a current market exchange. The use of different market assumptions   
and/or estimation methodologies may have a material effect on the estimated fair
value amounts. Based on the uncertainty of the ultimate outcome of the          
Bankruptcy Proceedings, discussed in Note 3, the Company is unable to estimate  
the fair value of long-term debt at December 31, 1996. The carrying amount of   
other financial instruments approximate their estimated fair values.            

The fair value information presented herein is based on information   
available to management as of December 31, 1996. Such amounts have not been     
comprehensively revalued for purposes of these financial statements since that  
date and, therefore, the current estimates of fair value may differ             
significantly from the amounts presented herein. As a result of the Bankruptcy  
Proceedings discussed in Note 3, the ultimate value of these financial          
instruments is dependent upon the payment under the Company's future plan of    
reorganization.                                                                 

Use of Estimates                                                            

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

NOTE 2 -- SALE OF ASSETS                                                        

On February 5, 1997, OI and Anchor Glass Acquisition Corporation ("New
Anchor"), a majority-owned subsidiary of CPI, acquired substantially all of the 
assets and business of the Company, pursuant to the Asset Purchase Agreement    
dated December 18, 1996, as amended (the "Agreement").                          

New Anchor purchased eleven operating glass container manufacturing   
facilities, five idled glass container manufacturing facilities and other       
related assets. OI purchased assets and assumed liabilities of the Company's    
Antioch, California and Hayward, California facilities and purchased certain    
other existing inventories. OI also purchased the Company's investment in Rocky 
Mountain Bottle Company, a joint venture with Coors Brewing Company ("Coors"),  
and assumed the Company's agreement to manufacture Coors' glass packaging       
products in the United States.                                                  

The total purchase price approximated $378,000, excluding fees of     
approximately $1,500. The purchase price received from OI amounted to           
approximately $128,000 and was received in cash. The remaining purchase price of
approximately $250,000 from New Anchor was comprised of: approximately $200,500 
in cash, $47,000 face amount (1,879,320 shares) of mandatorily redeemable 10%   
cumulative convertible preferred stock and $2,500 of common stock (490,898      
shares with an estimated value of $5.00 per share) of New Anchor.               

The purchase price paid by New Anchor in connection with the Anchor   
Acquisition is subject to adjustment. On June 13, 1997, the Company delivered to
New Anchor the closing balance sheet dated January 10, 1997, which indicates    
that the Company believes that it is entitled to additional payments from New   
Anchor and Owens totaling approximately $76,300 relating primarily to purchase  
price adjustments. On July 28, 1997, New Anchor and Owens delivered individual  
notices of disagreement to the Company,                                         

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opposing some of the adjustments sought by the Company as well as asserting     
other adjustments in New Anchor or Owen's favor. New Anchor's notice of         
disagreement requested a reduction to the purchase price of approximately       
$96,800. There may be litigation and/or arbitration over some or all aspects of 
adjustments requested by all parties. Such adjustments, if material, could      
impact the purchase price paid by New Anchor in connection with the Anchor      
Acquisition.                                                                    

  Proceeds from the sale were used to repay the outstanding balance of the
DIP Facility and accrued interest thereon, of approximately $109,000 (principal 
balance of $90,455 at December 31, 1996). The remainder of the proceeds will be 
used against prepetition liabilities, as ultimately determined under the        
Company's Plan of Reorganization (see Note 3).                                  

Upon consummation of the purchase and effective February 6, 1997, New 
Anchor changed its name to Anchor Glass Container Corporation and the Company   
changed its name to Anchor Resolution Corp.                                     

As an objection to the sale, the Pension Benefit Guaranty Corporation 
("PBGC") entered a determination to terminate the Company's qualified defined   
benefit pension plans. However, in conjunction with the sale, New Anchor assumed
all liabilities of the plans and funded approximately $9,100 of plan            
contributions, previously unfunded following the Company's filing of Chapter 11 
(see Note 3). Additionally, New Anchor issued to the plans $9,000 face amount   
(360,000 shares) of mandatorily redeemable 10% cumulative preferred stock and   
Vitro agreed to provide a limited guaranty to the PBGC with respect to the      
unfunded benefit liabilities of the Company's defined benefit plans.            
Consequently, the PBGC agreed not to terminate the plans as a result of the     
Agreement and the assumption of the plans by New Anchor.                        

  On October 4, 1996, the Company entered into an asset purchase agreement
with Ball-Foster Glass Container Co. L.L.C., ("Ball-Foster"). Pursuant to that  
agreement, Ball-Foster was to acquire substantially all of the assets of the    
Company for $365.0 million in cash at closing, subject to adjustment, as set    
forth in that agreement. In addition, Ball-Foster was to assume specified       
liabilities of the Company. Payment of the purchase price was guaranteed by     
Saint-Gobain Corporation, parent company of Ball-Foster.                        

 Also on October 4, 1996, the Company filed a motion with the Bankruptcy
Court seeking an order (i) authorizing the sale to Ball-Foster, subject to      
higher and better bids, of substantially all of the Company's assets free and   
clear of certain liens, claims and encumbrances and (ii) authorizing assumption 
and assignment of certain unexpired leases and executory contracts. The Court   
had entered several amended scheduling orders which established a timetable for 
the sale process. The amended deadline for submissions of higher and better bids
was December 12, 1996. At that time, the Company received a higher and better   
offer from CPI and OI. Ball-Foster received a termination fee of $3,000 from the
proceeds of the transaction.                                                    

   The following unaudited pro forma condensed balance sheet gives effect to
the sale of assets and business and payoff of the DIP Facility (as defined)     
described above as if such transactions occurred on December 31, 1996:          

                                                                [Download Table]
                                                                                    
Cash..................................................................... $ 237,000 
Other current assets.....................................................     7,500 
Investment in Common Stock of Anchor Glass Container Corporation.........     2,500 
Investment in Preferred Stock of Anchor Glass Container Corporation......    47,000 
Property, plant and equipment............................................     7,000 
Other assets.............................................................    10,000 
                                                                          --------- 
          Total assets................................................... $ 311,000 
                                                                          --------- 
Liabilities not subject to compromise:                                              
  Current liabilities.................................................... $ 165,000 
  Other long-term liabilities............................................    16,000 
Liabilities subject to compromise........................................   376,000 
                                                                          --------- 
          Total liabilities..............................................   557,000 
                                                                          --------- 
          Deficiency in assets........................................... $(246,000)
                                                                          ========= 

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The Company's remaining deficiency in assets after this sale raises   
substantial doubt about its ability to continue as a going concern. The         
consolidated financial statements do not include adjustments that might result  
from the outcome of this uncertainty.                                           

NOTE 3 -- BANKRUPTCY PROCEEDINGS                                                

     As a result of the continued decline in the Company's results of operations
from the effects of the highly competitive glass container market and the       
Company's high debt level, on September 13, 1996 (the "Petition Date"), the     
Company filed a voluntary petition for reorganization under Chapter 11 of the   
United States Bankruptcy Code in the United States Bankruptcy Court for the     
District of Delaware (the "Bankruptcy Court"). On September 30, 1996, Anchor    
Recycling Corporation, a wholly-owned subsidiary of the Company, also filed a   
voluntary petition to reorganize under Chapter 11 in the same court. The Chapter
11 proceedings are being jointly administered, with the Company managing the    
business in the ordinary course as a debtor-in-possession under the supervision 
of the Bankruptcy Court. Vitro and the Company concluded that the Chapter 11    
filing was necessary in order to preserve the value of its assets and to ensure 
that the business has sufficient cash resources to continue operations while it 
completed the sale of the business discussed in Note 2.                         

Under Chapter 11 proceedings, litigation and actions by creditors to  
collect certain claims existing at the Petition Date are stayed, without        
specific Bankruptcy Court authorization to pay such claims. The Company had     
received authorization, pursuant to first day orders, to pay certain claims     
related to wages, salaries, vacation, sick pay and other claims. As a           
debtor-in-possession, the Company has the right, subject to Bankruptcy Court    
approval, and certain other limitations, to assume or reject certain executory  
contracts, including unexpired leases. Any claim for damages resulting from the 
rejection of an executory contract or an unexpired lease is treated as a general
unsecured claim in the Chapter 11 proceedings.                                  

On September 26, 1996 the United States Trustee appointed a single    
unsecured creditors' committee (the "Creditors Committee"). The Creditors       
Committee has the right to review and object to certain business transactions   
and has participated in the negotiation of the Company's plan of reorganization.
The Creditors Committee has retained the firm of Wachtell, Lipton, Rosen & Katz 
as its counsel and Smith Barney Inc. as its financial advisors.                 

   The Company obtained debtor-in-possession ("DIP") financing from Foothill
Capital Corporation, as agent, and Congress Financial Corporation, as co-agent, 
(the "Lender Group") which provided for a $130,000 DIP Credit Facility (the "DIP
Facility"), and was approved by the Bankruptcy Court on November 15, 1996. The  
DIP Facility, which would have expired September 12, 1997, provided up to       
$130,000 under a borrowing base formula, less prepetition advances under the    
Company's then existing New Senior Credit Facility (the "Prepetition Credit     
Facility") with the Lender Group, on terms substantially the same as the        
Prepetition Credit Facility. On February 5, 1997, the DIP Facility was repaid in
full with proceeds from the sale as discussed in Note 2.                        

The DIP Facility and prepetition secured claims are collateralized by 
substantially all of the assets of the Company including accounts receivable,   
inventories and property, plant and equipment. The Company has continued to     
accrue interest on its prepetition secured debt obligations. Because of the     
Chapter 11 filing, there has been no accrual of interest on prepetition         
unsecured debt subsequent to the Petition Date.                                 

     Of the cash proceeds received from the sale of substantially all the assets
and business of the Company (see Note 2), approximately $109,000 was used to    
repay in full the DIP Facility and approximately $11,000 was applied to the     
prepayment of real estate taxes, certain costs related to the Company's         
partnership with Coors (see Note 8) and the termination fee payable to          
Ball-Foster (see Note 2). The balance of the net proceeds of the sale remaining 
after application to the costs of the winddown and to other administrative and  
priority claims will be distributed to the creditors of the Company, including  
the holders of approximately $158,000 principal amount of the Company's Senior  
Secured Notes and holders of other secured and unsecured claims, pursuant to a  
Plan of Reorganization which is being developed by the Company in conjunction   
with the Creditors Committee.                                                   

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NOTE 4 -- PREPETITION LIABILITIES                                               

    Prepetition liabilities subject to compromise at December 31, 1996 include
the following:                                                                  

                                                                [Download Table]
                                                                            
$100,000 10.25% Senior Notes......................................  $100,000
$200,000 9.875% Senior Subordinated Debentures....................   200,000
Other debt........................................................     4,368
Trade payables....................................................    68,701
Accrued interest..................................................     6,925
                                                                    --------
                                                                    $379,994
                                                                    ========

Because of the Chapter 11 proceedings, there has been no accrual of   
interest on the $100,000 10.25% Senior Notes or the $200,000 9.875% Senior      
Subordinated Debentures since September 12, 1996. If accrued, interest expense  
would have increased $9,167 during the year ended December 31, 1996.            
Additionally, the amounts reflected as prepetition liabilities do not include   
amounts related to potential claims, which are substantially in excess of the   
recorded liabilities at December 31, 1996.                                      

NOTE 5 -- LONG-TERM DEBT                                                        

At December 31, 1996, all debt which, by its terms was previously     
classified as long-term at the Petition Date, is classified as prepetition      
liabilities in the accompanying balance sheet.                                  

   As a result of the Bankruptcy Proceedings (See Note 3), the Company is in
default of various covenants relating to its outstanding prepetition debt.      
However, under Chapter 11 proceedings, litigation or actions by creditors       
related to these defaults are stayed. In addition, the DIP Facility required    
that the Company's collateral value and availability, as defined, could not be  
less than a specified amount and the outstanding credit facility balance could  
not be more than a specified amount as measured on a rolling four-week period   
throughout the term of the DIP Facility. Prior to the repayment of the DIP      
Facility, the Company was in full compliance with these covenants.              

Long-term debt at December 31, 1995, giving affect to the Noteholder  
Restructuring Agreement discussed below, consisted of the following:            

                                                                [Download Table]

                                                                             1995  
                                                                           --------
                                                                                   
Floating Rate Series A Senior Secured Notes, variable interest rate,               
  payable monthly......................................................... $ 38,000
Series B Senior Secured Notes, interest at 9.91%, payable monthly.........  202,000
Floating Rate Series C Senior Secured Notes, variable interest rate,               
  payable monthly.........................................................   10,000
$100,000 Senior Notes, Series A, interest at 10.25%, payable                       
  semi-annually...........................................................  100,000
$200,000 Senior Subordinated Debentures, interest at 9.875%, payable               
  semi-annually...........................................................  200,000
Other.....................................................................    4,450
                                                                           --------
                                                                            554,450
Less current maturities...................................................    1,770
                                                                           --------
                                                                           $552,680
                                                                           ========

Effective January 12, 1996, the Company and the holders of the Senior 
Secured Notes entered into a Noteholder Restructuring Agreement which provides  
for, among other things, consent by the holders to the replacement of the then  
current Credit Agreement with a new $130,000 credit facility (subsequently      
replaced by the DIP Facility) and waiver by the holders of identified defaults  
or events of default existing on the effective date or which may occur during   
the waiver period which was to expire not later than January 31, 1998. The      
restructuring period was defined as the period between the effective date and   
the termination date,                                                           

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which would have occurred no later than June 30, 1998 (the "Restructuring       
Period"). The following events occurred in connection with the effectiveness of 
the Noteholder Restructuring Agreement:                                         

- execution of the $130,000 Prepetition Credit Facility               

- mandatory prepayment on January 12, 1996 of the aggregate principal 
amount of the Senior Secured Notes as follows:                    

-- Series A $12,160; Series B $64,640 and Series C $3,200;

   - payment of a restructuring fee of approximately $4,100, or 1.75% of the
  principal amount of the consenting noteholders' Senior Secured Notes
outstanding prior to giving effect to the prepayments above, and  

  - $40,000 capital contribution from Vitro and a commitment from Vitro to
     contribute an additional $25,000 on or before January 31, 1997. Capital
contributions in 1996 amounted to $92,484.                        

Compliance with the financial maintenance tests as defined in the     
amendments to the Note Purchase Agreement, including fixed charge coverage, net 
worth, current ratio and debt to equity were waived through the period ending   
January 31, 1998. However, the Company was required to maintain capital         
expenditures and net worth in amounts not less than those defined in the        
Noteholder Restructuring Agreement.                                             

     During the Restructuring Period, the Series A Notes and Series C Notes bore
a floating rate of interest at the one-month LIBOR rate, as defined, plus 2.0%. 
The interest rate was adjusted monthly. Interest on the Series B Notes is fixed 
at 9.91% per annum. Interest during the Restructuring Period is payable on the  
15th of each month.                                                             

Effective January 12, 1996, and concurrent with the Noteholder        
Restructuring Agreement, the Company entered into a Loan Agreement with Foothill
Capital Corporation, as agent, and Congress Financial Corporation, as co-agent, 
to provide for the $130,000 Prepetition Credit Facility. $80,000 of proceeds    
from the Prepetition Credit Facility were used to prepay at closing a           
significant portion of certain payments of the Senior Secured Notes originally  
scheduled to be made in July 1996 and July 1997 and the remaining $50,000 was   
used to finance working capital and other general corporate purposes. Advances  
outstanding at any one time are not to exceed an amount equal to the Borrowing  
Base as defined in the Prepetition Credit Facility. Interest, at prime plus     
1.125%, as defined, is payable monthly. A commitment fee of .5% of the unused   
portion of the Prepetition Credit Facility is payable monthly. The Prepetition  
Credit Facility (which was subsequently replaced with the DIP Facility) was     
repaid February 5, 1997 with proceeds from the sale discussed in Note 2.        

   Through February 5, 1997 the Company had borrowings outstanding under the
DIP Facility. At December 31, 1996, advances outstanding under the DIP Facility 
were $90,455. At December 31, 1996, the weighted average interest rate on       
borrowings outstanding was 9.375%.                                              

     In March 1994, Vitro provided a one year, $20,000 letter of credit facility
on behalf of the Company, thereby effectively increasing the Company's letter of
credit availability by $20,000. Outstanding letters of credit under this        
facility at December 31, 1996 were $15,000. In February 1997, the Company       
received an additional capital contribution of $8,400 in satisfaction of        
obligations outstanding under the letter of credit facility, which was          
terminated at that time.                                                        

The Senior Secured Notes are collateralized by the property, plant and
equipment of the Company with a secondary interest in inventories and accounts  
receivable. The DIP Facility is collateralized by inventories and accounts      
receivable with a secondary interest in the property, plant and equipment of the
Company. Both the Note Purchase Agreement and the DIP Facility provide for      
various covenants that restrict the Company's ability to incur additional       
indebtedness, sell or transfer assets, make investments, enter into transactions
with or make distributions to affiliates and pay dividends or make other        
distributions in respect of its capital stock, as well as require it to meet    
various financial maintenance tests. Effective with the Noteholder Restructuring
Agreement, the holders of the Senior Secured Notes waived compliance with the   
financial maintenance covenants through January 31, 1998. However, the Company  
must maintain capital expenditures and net worth in amounts not less than those 
defined in the Noteholder Restructuring Agreement.                              

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  Effective June 18, 1992, the Company issued $100,000 aggregate principal
amount of 10.25% Senior Notes due June 30, 2002 (the "Exchange Notes"). The     
Company then completed an exchange offer with the exchange of all Exchange Notes
for a like principal amount of 10.25% Senior Notes due 2002, Series A (the      
"Senior Notes"), issued under an Indenture dated as of October 15, 1992 between 
the Company and Continental Bank, National Association, as Trustee. The Senior  
Notes are unsecured obligations of the Company ranking senior in right of       
payment to the Debentures (described below) and pari passu with all other       
existing and future senior indebtedness of the Company. Interest is payable     
semi-annually in arrears on each June 30 and December 31. Interest has not been 
paid or accrued following the Petition Date.                                    

Effective December 2, 1993, the Company completed a public offering of
$200,000 aggregate principal amount of 9.875% Senior Subordinated Debentures due
December 15, 2008 (the "Debentures") under an Indenture dated December 1, 1993  
between the Company and Chemical Bank, as Trustee. The Debentures are unsecured 
obligations, subordinate in right of payment to all existing and future senior  
debt, as defined, of the Company. Interest on the Debentures is payable         
semi-annually on June 15 and December 15. Interest has not been paid or accrued 
following the Petition Date.                                                    

All of the Company's debt agreements contain cross-default provisions.

NOTE 6 -- RESTRUCTURING AND OTHER CHARGES                                       

    In January 1996, formal plans were approved to further restructure certain
of the Company's operations to respond to the continued decline in the industry 
sales volume combined with the loss of a significant portion of the business of 
the Company's largest customer. Restructuring charges of approximately $50,000, 
$10,300 and $79,500 were recorded in the 1996, 1995 and 1994 Consolidated       
Statements of Operations for the closure of various plants and other            
restructuring obligations.                                                      

    The following represents information regarding amounts charged against the
restructuring liability for the Company's restructuring plans.                  

                                                        [Enlarge/Download Table]

                                                                                      AMOUNT   
                                                                                     CHARGED   
                                                                                     AGAINST   
                                                                                    LIABILITY  
                                                                                      AS OF    
                                                                    RESTRUCTURING  DECEMBER 31,
                                                                       CHARGES         1996    
                                                                    -------------  ------------
                                                                                               
1996 RESTRUCTURING PLAN                                                                        
Plant shutdown costs, including severance costs and pension                                    
  curtailment losses...............................................    $25,100       $ 20,100  
Writedown of certain manufacturing assets to net realizable                                    
  value............................................................     24,900                 
1994/1995 RESTRUCTURING PLAN                                                                   
Plant shutdown costs, including severance costs and pension                                    
  curtailment losses...............................................    $39,200       $ 33,700  
Writedown of certain manufacturing assets to net realizable                                    
  value............................................................     36,600                 
Writedown of previously shutdown manufacturing facilities to net                               
  realizable value.................................................     14,000                 

     During the year ended December 31, 1996, the Company recorded an adjustment
to the carrying value of certain idled facilities held for sale. These assets   
were previously written down to an estimated net realizable value. Upon a       
current evaluation of quotes and offers on these properties in 1996, the Company
increased their net carrying value by approximately $9,000.                     

NOTE 7 -- CAPITAL CONTRIBUTION                                                  

 As a condition of closing to the Noteholder Restructuring Agreement, as
discussed in Note 5, in January 1996, the Company received a $40,000 cash       
capital contribution from Vitro and received a commitment from Vitro to         
contribute an additional $25,000 on or before January 31, 1997. During 1996,    
Vitro provided capital contributions of $92,484.                                

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NOTE 8 -- INVESTMENT IN JOINT VENTURE                                           

   In March 1995, the Company and Coors entered into a long-term partnership
(the "Partnership") to produce glass bottles at the Coors glass manufacturing   
facility in Wheat Ridge, Colorado. The Partnership employed the Company's       
technology, along with capital contributions from both companies, to increase   
the efficiency, capacity and volume of the Coors facility. Coors has            
contributed, as its capital contribution, the facility's machinery, equipment   
and certain personal property. The Company's required capital contribution was  
approximately $54,000 in cash for capital spending needs over the first three   
years of the partnership, of which approximately $36,015 has been contributed   
through capital expenditures through December 31, 1996. The Partnership has an  
initial term of ten years, which can be extended for additional terms of two    
years each, and the partners will share the cost benefit of achieved operational
efficiencies. In addition, Coors has entered into a separate long-term preferred
supplier agreement with the Company. The preferred supplier agreement has an    
initial term of ten years, which can be extended for additional terms of two    
years each. This agreement allowed the Company to supply 100% of Coors' glass   
container requirements (exceeding the Partnership's production) beginning       
January 1, 1996.                                                                

As discussed in Note 2, effective February 5, 1997, OI purchased the  
Company's investment in the joint venture (including the assumption of related  
obligations) and the preferred supplier agreement.                              

NOTE 9 -- SALE AND LEASEBACK                                                    

In July and August 1995, the Company entered into sale and leaseback  
transactions of certain manufacturing equipment located at four of the Company's
manufacturing facilities. Under the sale agreements, the Company sold the       
equipment at an aggregate net selling price of approximately $48,300. In        
addition, the Company entered into agreements to lease back the equipment for a 
nine year term at an average annual rental of approximately $7,600. The deferred
gain of approximately $14,200, representing the excess of the selling price over
the net book value of the equipment, is being amortized at approximately $1,600 
annually over the nine year operating lease term.                               

NOTE 10 -- RELATED PARTY INFORMATION                                            

Container                                                                   

    There have been no material transactions between the Company and Container
or its subsidiaries for the two years ended December 31, 1996. During 1996, the 
Company sold a previously closed manufacturing facility to Container for        
proceeds of approximately $750 of cash and a note receivable of $2,800.         

Vitro                                                                       

     Related party transactions with Vitro and its consolidated subsidiaries are
summarized as follows:                                                          

                                                        [Enlarge/Download Table]

                                                           YEARS ENDED DECEMBER 31,   
                                                        ------------------------------
                                                         1996        1995        1994 
                                                        -------     -------     ------
                                                                                      
Purchases of equipment................................. $ 7,183     $ 6,662     $7,170
Payable for equipment..................................   2,078          22         38
Purchases of inventory.................................   6,978       2,115      1,298
Payable for inventory..................................   1,582           9         25
Sales of inventory.....................................  23,376      14,534      4,699
Receivable from sales of inventory.....................   3,100       2,211      3,201
Other income...........................................      --          --        573
Other receivables......................................      --         221        668
Equipment deposits.....................................   2,187       2,187      2,900

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Sale of Accounts Receivable                                                 

   In December 1995, approximately $30,700 of eligible trade receivables was
sold to Factoraje Serfin, S.A. de C.V., a wholly-owned subsidiary of Grupo      
Financiero Serfin, S.A. de C.V., an associated company in which Vitro owns a    
minority interest. This transaction resulted in net proceeds to the Company of  
$30,000. These receivables were sold without recourse and the proceeds were used
to fund working capital needs.                                                  

NOTE 11 -- INCOME TAXES                                                         

The consolidated group of companies, of which the Company is a member,
applies SFAS 109 under which the liability method is used in accounting for     
income taxes. Deferred income taxes reflect the net tax effects of temporary    
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes, and are        
measured using the enacted tax rates and laws that will be in effect when the   
differences are expected to reverse. Under SFAS 109, if on the basis of         
available evidence, it is more likely than not that all or a portion of the     
deferred tax asset will not be realized, the asset must be reduced by a         
valuation allowance.                                                            

  The Company had previously recognized approximately $1,825 as a deferred
tax asset, net of the valuation allowance. As a result of continuing losses,    
management has determined it is no longer more likely than not that the value of
the remaining deferred tax asset would be realized. As a result, the Company    
recorded an additional valuation allowance of $1,825, which is reflected as a   
provision for income taxes in the Consolidated Statement of Operations for the  
year ended December 31, 1996. The company recorded a current state income tax   
provision of $250 in 1995 and 1994.                                             

   The significant components of the deferred tax assets and liabilities are
as follows:                                                                     

                                                        [Enlarge/Download Table]

                                                                YEARS ENDED DECEMBER  
                                                                        31,           
                                                               ---------------------- 
                                                                 1996          1995   
                                                               ---------     -------- 
                                                                                      
Deferred tax assets:                                                                  
  Acquired tax benefits....................................... $  27,700     $ 28,300 
  Post acquisition loss carryforwards.........................   106,000       50,700 
  Pension and postretirement liabilities......................    55,300       62,100 
  Accruals and reserves.......................................    50,300       55,900 
                                                               ---------     -------- 
                                                                 239,300      197,000 
  Valuation allowance.........................................  (152,400)     (84,900)
                                                               ---------     -------- 
                                                                  86,900      112,100 
                                                               ---------     -------- 
Deferred tax liabilities:                                                             
  Property, plant and equipment...............................    55,000       68,900 
  Inventories.................................................    22,300       24,300 
  Receivables and other assets................................     9,600       17,100 
                                                               ---------     -------- 
                                                                  86,900      110,300 
                                                               ---------     -------- 
Net deferred tax asset........................................ $      --     $  1,800 
                                                               =========     ======== 

At December 31, 1996, the Company had unused net operating losses and 
investment tax credit carryforwards of approximately $325,000 and $5,200,       
respectively, expiring at various dates through 2011. Of these amounts, $260,000
and $0, respectively, are not restricted as to use and expire at various dates  
through 2011. The balance of the carryforwards amounting to $65,000 and $5,200, 
respectively, expire at various dates through 2004, and are restricted to       
offsetting future taxable income of the respective companies which generated the
carryforwards.                                                                  

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NOTE 12 -- PENSION PLANS                                                        

The Company has defined benefit retirement plans for salaried and     
hourly-paid employees. Benefits are calculated on a salary-based formula for    
salaried plans and on a service-based formula for hourly plans. Effective       
December 31, 1994, the Company changed its defined benefit plans for salaried   
employees resulting in the freezing of benefits, as discussed below. Pension    
costs for 1996, 1995 and 1994 are summarized below.                             

                                                        [Enlarge/Download Table]

                                                                 YEARS ENDED DECEMBER 31,      
                                                            ---------------------------------- 
                                                              1996         1995         1994   
                                                            --------     --------     -------- 
                                                                                               
Service cost-benefits earned during the year............... $  5,266     $  6,731     $  9,507 
Interest cost on projected benefit obligation..............   28,646       29,429       28,302 
Return on plan assets......................................  (28,270)     (22,550)     (23,108)
Net amortization and deferral..............................    2,442        2,757        3,995 
Curtailment (gain) loss....................................      964           --       (3,588)
                                                            --------     --------     -------- 
          Total pension cost............................... $  9,048     $ 16,367     $ 15,108 
                                                            ========     ========     ======== 

  The Company has substantial unfunded obligations related to its employee
pension plans. The Retirement Protection Act of 1994 requires the Company to    
make significant additional funding contributions into its underfunded defined  
benefit retirement plans and will increase the premiums paid to the PBGC.       

Subsequent to the Petition Date, the Company did not make scheduled   
contribution payments to its employee pension plans. Scheduled plan contribution
payments not made as of December 31, 1996, amounted to $16,330. Of the scheduled
January 15, 1997 contribution, $3,599 was not paid.                             

    As an objection to the sale, the PBGC entered a determination to terminate
the Company's qualified defined benefit pension plans. However, in conjunction  
with the sale, New Anchor assumed all liabilities of the plans and funded       
approximately $9,100 of plan contributions, previously unfunded following the   
Company's filing of Chapter 11 (see Note 3). Additionally, New Anchor issued    
$9,000 face amount of mandatorily redeemable 10% cumulative convertible         
preferred stock and Vitro has guaranteed to fund qualified defined benefit plan 
obligations up to $70,000, should New Anchor default on its obligations.        
Consequently, the PBGC agreed not to terminate the plans as a result of the     
Agreement and the assumption of the plans by New Anchor.                        

  Effective December 31, 1994, the Company changed its salaried retirement
and savings programs, resulting in the freezing of benefits under its three     
defined benefit pension plans for salaried employees and amending its defined   
contribution savings plan for salaried employees. The freezing of benefits under
the defined benefit pension plans for salaried employees resulted in a          
curtailment gain of $3,588. Effective December 31, 1996, the Company merged the 
Latchford Glass Company Salaried Employees' Pension Plan into the Anchor Glass  
Container Corporation Retirement Plan for Salaried Employees. Also effective    
December 31, 1994, the Company merged the Diamond Bathurst Salaried Employees   
Retirement Plan into the Anchor Glass Container Corporation Retirement Plan for 
Salaried Employees. Under the amended savings plan, the Company will match,     
beginning in 1995, employees' basic contributions to the plan in an amount equal
to 150% of the first 4% of an employee's compensation.                          

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   The funded status of the Company's pension plans at December 31, 1996 and
1995 follows:                                                                   

                                                        [Enlarge/Download Table]

                                                     1996                             1995              
                                        -------------------------------  -------------------------------
                                         ACCUMULATED      ASSETS EXCEED   ACCUMULATED      ASSETS EXCEED
                                          BENEFITS         ACCUMULATED     BENEFITS         ACCUMULATED 
                                        EXCEED ASSETS       BENEFITS     EXCEED ASSETS       BENEFITS   
                                        -------------     -------------  -------------     -------------
                                                                                                        
Actuarial present value of accumulated                                                                  
  plan benefits:                                                                                        
  Vested benefit obligation............   $ 290,589         $ 107,015      $ 280,370         $ 105,605  
                                           ========          ========       ========          ========  
  Accumulated benefit obligation.......   $ 301,349         $ 107,015      $ 298,533         $ 105,605  
                                           ========          ========       ========          ========  
Projected benefit obligation...........   $ 301,349         $ 107,015      $ 299,304         $ 105,605  
Plan assets at fair value..............     218,013           116,139        201,061           111,297  
                                           --------          --------       --------          --------  
Projected benefit obligation in excess                                                                  
  of (less than) plan assets...........      83,336            (9,124)        98,243            (5,692) 
Amounts not recognized --                                                                               
Subsequent losses......................     (22,394)           (3,817)       (27,612)           (3,907) 
Prior service cost.....................     (17,140)               --        (21,773)               --  
Additional minimum liability...........      39,534                --         48,613                --  
                                           --------          --------       --------          --------  
Accrued (prepaid) pension cost.........   $  83,336         $ (12,941)     $  97,471         $  (9,599) 
                                           ========          ========       ========          ========  

  Significant assumptions (weighted average rates) used in determining net
pension cost and related pension obligations for the benefit plans for 1996,    
1995 and 1994 were as follows:                                                  

                                                                [Download Table]

                                                                1996   1995   1994 
                                                                ----   ----   ---- 
                                                                                   
Discount rate.................................................. 7.50%  7.50%  8.50%
Expected long-term rate of return on plan assets............... 9.0    9.0    9.0  
Rate of increase on compensation level......................... 5.0    5.0    5.0  

     The Company recognized an additional minimum liability that is equal to the
difference between the accumulated benefit obligation over plan assets in excess
of accrued (prepaid) pension cost. A corresponding amount is recognized as      
either an intangible asset or a reduction of equity. Pursuant to this           
requirement, the Company recorded, as of December 31, 1996 and 1995, an         
additional liability of $39,534 and $48,613, respectively, an intangible pension
asset of $17,140 and $21,773, respectively, and an equity reduction of $22,394  
and $26,840, respectively. Plan assets are held by independent trustees and     
consist principally of investments in equities, fixed income and government     
securities.                                                                     

The Company also sponsors two defined contribution plans covering     
substantially all salaried and hourly employees. Expenses under these programs  
for the years ended December 31, 1996, 1995 and 1994 were approximately $2,817, 
$3,045 and $1,743, respectively.                                                

NOTE 13 -- POSTRETIREMENT BENEFITS OTHER THAN PENSIONS                          

  The Company provides benefits to substantially all salaried, and certain
hourly employees, under several plans. SFAS 106 requires accrual of             
postretirement benefits (such as healthcare benefits) during the years an       
employee provides services. Currently, the Company funds these healthcare       
benefits on a pay-as-you-go basis. The Company also contributes to a            
multi-employer trust, and under the requirements of SFAS 106, recognizes as     
postretirement benefit cost the required annual contribution.                   

   SFAS 106 allows recognition of the cumulative effect of this liability in
the year of adoption or the amortization of the net initial transition          
obligation over a period of up to twenty years. The Company elected to recognize
the net initial transition obligation of approximately $3,400 on a straight-line
basis over a period of twenty years. The Company's cash flows are not affected  
by implementation of SFAS 106.                                                  

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    The accumulated postretirement benefit obligation at December 31, 1996 and
1995 is as follows:                                                             

                                                                [Download Table]

                                                               YEARS ENDED     
                                                              DECEMBER 31,     
                                                           ------------------- 
                                                            1996        1995   
                                                           -------     ------- 
                                                                               
Retirees.................................................  $38,403     $38,161 
Eligible plan participants...............................    8,743      10,636 
Other active plan participants...........................   14,273      18,672 
                                                           -------     ------- 
                                                            61,419      67,469 
Unrecognized gain or (loss)..............................    4,698      (4,082)
Unrecognized transition obligation.......................   (2,695)     (2,863)
                                                           -------     ------- 
Accrued postretirement benefit costs.....................  $63,422     $60,524 
                                                           =======     ======= 

 Net postretirement benefit costs for the years ended December 31, 1996,
1995 and 1994 consist of the following components:                              

                                                        [Enlarge/Download Table]

                                                            YEARS ENDED DECEMBER 31,  
                                                          ----------------------------
                                                           1996       1995       1994 
                                                          ------     ------     ------
                                                                                      
Service cost -- benefits earned during the year.......... $1,052     $1,191     $1,805
Interest cost on accumulated postretirement benefit                                   
  obligation.............................................  4,200      4,641      4,980
Net amortization and deferral............................    168        168        859
                                                          ------     ------     ------
                                                          $5,420     $6,000     $7,644
                                                          ======     ======     ======

The assumed healthcare cost trend used in measuring the accumulated   
postretirement benefit obligation as of December 31, 1996 was 9.0% declining    
gradually to 5.5% by the year 2003, after which it remains constant. A one      
percentage point increase in the assumed healthcare cost trend rate for each    
year would increase the accumulated post-retirement benefit obligation as of    
December 31, 1996 by approximately 12% and the net postretirement healthcare    
cost for the year ended December 31, 1996 by approximately 13%. The assumed     
discount rate used in determining the accumulated postretirement benefit        
obligation was 7.25% for 1996 and 1995.                                         

The Company also contributes to a multi-employer trust which provides 
certain other postretirement benefits to retired hourly employees. Expenses     
under this program for the years ended December 31, 1996, 1995 and 1994, were   
$4,990, $5,033 and $4,882, respectively.                                        

NOTE 14 -- LEASES                                                               

The Company leases distribution and office facilities, machinery,     
transportation, data processing and office equipment under non-cancelable leases
which expire at various dates through 2004. These leases generally provide for  
fixed rental payments and include renewal and purchase options at amounts which 
are generally based on fair market value at expiration of the lease. The Company
has no material capital leases.                                                 

    Future minimum lease payments under non-cancelable operating leases are as
follows:                                                                        

                                                                [Download Table]
                                                                            
1997...............................................................  $22,100
1998...............................................................   17,600
1999...............................................................   13,300
2000...............................................................    9,700
2001...............................................................    8,600
After 2001.........................................................   20,300
                                                                     -------
                                                                     $91,600
                                                                     =======

  Rental expense for all operating leases for the years ended December 31,
1996, 1995 and 1994 was $19,770, $21,670 and $17,302, respectively.             

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NOTE 15 -- COMMITMENTS AND CONTINGENCIES                                        

The Company is a respondent in various environment-related cases. The 
Company is not otherwise party to, and none of its assets are subject to any    
other pending legal proceedings, other than ordinary routine litigation         
incidental to its business and against which the Company is adequately insured  
and indemnified or which is not material. The Company believes that the ultimate
outcome of these cases will not materially affect future operations.            

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ANCHOR RESOLUTION CORP. 
(DEBTOR IN POSSESSION)
(FORMERLY KNOWN AS ANCHOR GLASS CONTAINER CORPORATION)

CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
(UNAUDITED, DOLLARS IN THOUSANDS) 

                                                        [Enlarge/Download Table]
                                                                                           
                                            ASSETS                                         
Current assets:                                                                            
  Cash and equivalents......................................................... $    4,343 
  Accounts receivable, net.....................................................     85,130 
  Inventories:                                                                             
     Raw materials and manufacturing supplies..................................     35,523 
     Semi-finished and finished products.......................................    131,004 
  Other current assets.........................................................     18,179 
                                                                                ---------- 
          Total current assets.................................................    274,179 
  Property, plant and equipment, net...........................................    343,084 
  Other assets.................................................................     55,604 
  Intangible pension asset.....................................................     21,773 
  Deferred taxes...............................................................         -- 
  Investment in joint venture..................................................     40,249 
  Excess of cost over fair value of net assets acquired........................    460,712 
                                                                                ---------- 
                                                                                $1,195,601 
                                                                                ========== 
                             LIABILITIES AND STOCKHOLDER'S EQUITY                          
Current liabilities:                                                                       
  DIP Facility/Credit Facility advances........................................ $  113,312 
  Current maturities of long-term debt.........................................         -- 
  Accounts payable.............................................................     12,721 
  Accrued expenses.............................................................     19,608 
  Accrued interest.............................................................        979 
  Accrued compensation and employee benefits...................................     27,204 
                                                                                ---------- 
          Total current liabilities............................................    173,824 
Long-term debt.................................................................         -- 
Pension liabilities............................................................         -- 
Other long-term liabilities....................................................     35,459 
Prepetition liabilities not subject to compromise..............................    158,683 
Prepetition liabilities subject to compromise..................................    574,401 
                                                                                ---------- 
          Total liabilities....................................................    942,367 
Commitments and contingencies..................................................         -- 
Stockholder's equity:                                                                      
  Common stock -- $.10 par value...............................................         -- 
  Capital in excess of par value...............................................    576,300 
  Accumulated deficit..........................................................   (296,226)
  Amount related to minimum pension liability..................................    (26,840)
                                                                                ---------- 
                                                                                   253,234 
                                                                                ---------- 
          Total stockholder's equity........................................... $1,195,601 
                                                                                ========== 

See Notes to Condensed Consolidated Financial Statements. 

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ANCHOR RESOLUTION CORP. 
(DEBTOR IN POSSESSION)
(FORMERLY KNOWN AS ANCHOR GLASS CONTAINER CORPORATION)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED, DOLLARS IN THOUSANDS) 

                                                        [Enlarge/Download Table]
                                                                                           
Net sales...................................................................... $  640,049 
Costs and expenses:                                                                        
  Cost of products sold........................................................    636,917 
  Selling and administrative expenses..........................................     30,736 
  Restructuring charges........................................................     49,973 
                                                                                  -------- 
Loss from operations...........................................................    (77,577)
Reorganization expenses........................................................     (1,576)
Other expense, net.............................................................     (3,379)
Interest expense...............................................................    (42,160)
                                                                                  -------- 
Loss before income taxes and extraordinary item................................   (124,692)
Income taxes...................................................................      1,825 
                                                                                  -------- 
Loss before extraordinary item.................................................   (126,517)
Extraordinary item -- write-off of deferred financing fees.....................     (2,336)
                                                                                  -------- 
Net loss....................................................................... $ (128,853)
                                                                                  ======== 

See Notes to Condensed Consolidated Financial Statements. 

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ANCHOR RESOLUTION CORP. 
(DEBTOR IN POSSESSION)
(FORMERLY KNOWN AS ANCHOR GLASS CONTAINER CORPORATION)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED, DOLLARS IN THOUSANDS) 

                                                        [Enlarge/Download Table]
                                                                                           
Cash flows from operating activities:                                                      
Loss before extraordinary item................................................. $ (126,517)
Adjustments to reconcile loss before extraordinary item to net cash used in                
  operating activities:                                                                    
     Deferred taxes............................................................      1,825 
     Restructuring charges.....................................................     49,973 
     Depreciation and amortization.............................................     75,239 
     Other.....................................................................        882 
     Decrease in cash resulting from changes in assets and liabilities.........    (60,148)
                                                                                   ------- 
                                                                                   (58,746)
Cash flows from investing activities:                                                      
  Expenditures for property, plant and equipment...............................    (36,144)
  Investment in joint venture..................................................    (22,210)
  Proceeds from sales of property, plant and equipment.........................     11,776 
  Other........................................................................    (10,438)
                                                                                   ------- 
                                                                                   (57,016)
Cash flows from financing activities:                                                      
  Capital contributions from Vitro, S.A........................................     92,484 
  Net draws (repayments) on DIP/Credit Facility................................     30,313 
  Principal payments on long-term debt.........................................    (92,126)
  Proceeds from issuance of long-term debt.....................................     80,000 
  Other........................................................................     (8,881)
                                                                                   ------- 
                                                                                   101,790 
Cash and equivalents:                                                                      
  Increase (decrease) in net cash position.....................................    (13,972)
  Balance, beginning of year...................................................     18,315 
                                                                                   ------- 
  Balance, end of period....................................................... $    4,343 
                                                                                   ------- 
Supplemental disclosure of cash flow information:                                          
  Interest payments, net....................................................... $   44,860 
                                                                                   ------- 
  Income tax payments (refunds), net........................................... $     (170)
                                                                                   ======= 

See Notes to Condensed Consolidated Financial Statements. 

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ANCHOR RESOLUTION CORP. 
(DEBTOR IN POSSESSION)
(FORMERLY KNOWN AS ANCHOR GLASS CONTAINER CORPORATION)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, DOLLARS IN THOUSANDS) 

NOTE 1 -- MANAGEMENT'S RESPONSIBILITY                                           

The accompanying condensed consolidated financial statements have been
prepared on a going concern basis, which contemplates continuity of operations, 
realization of assets and liquidation of liabilities in the ordinary course of  
business. Under the reorganization and anticipated sale of assets discussed in  
Notes 2 and 3 below, the Company will sell or otherwise realize assets, and     
liquidate or settle liabilities, for amounts substantially less than those      
reflected in the condensed consolidated financial statements. Due to the        
pervasive nature of the uncertainties regarding the ultimate outcome of the     
reorganization, which may include the sale of substantially all of the Company's
assets as discussed in Notes 2 and 3, the Company cannot reasonably estimate the
related impairment to the reported assets and the amount of liabilities as of   
November 21, 1996. Therefore, the amounts reported in the condensed consolidated
financial statements do not give effect to the adjustments to the carrying value
of assets or amounts and classifications of liabilities that will be necessary  
pursuant to a plan of reorganization and sale of substantially all of the       
Company's assets.                                                               

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles 
have been condensed or omitted. The results of operations for the interim       
periods are not necessarily indicative of the results of the full fiscal year.  

NOTE 2 -- BANKRUPTCY PROCEEDINGS                                                

The Company incurred a loss of $128,853 for the nine months ending    
September 30, 1996 and has an accumulated deficit of $296,226 at September 30,  
1996. As a result of the continued decline in the Company's results of          
operations from the effect of the highly competitive glass container market and 
the Company's high debt level, on September 13, 1996 (the "Petition Date"), the 
Company filed a voluntary petition for reorganization under Chapter 11 of the   
United States Bankruptcy Code ("Chapter 11") in the United States Bankruptcy    
Court for the District of Delaware (the "Bankruptcy Court"). On September 30,   
1996, Anchor Recycling Corporation, a wholly-owned subsidiary of the Company,   
also filed a voluntary petition to reorganize under Chapter 11 in the same      
court. The Chapter 11 proceedings are being jointly administered, with the      
Company managing the business in the ordinary course as a debtor-in-possession  
under the supervision of the Bankruptcy Court. The Company concluded that the   
Chapter 11 filing was necessary in order to preserve the value of its assets and
to ensure that the business has sufficient cash resources to continue operations
while it completed the sale of the business discussed in Note 3.                

Under Chapter 11 proceedings, litigation and actions by creditors to  
collect certain claims existing at the Petition Date are stayed, without        
specific Bankruptcy Court authorization to pay such claims. The Company has     
received authorization, pursuant to first day orders, to pay certain claims     
related to wages, salaries, vacation, sick pay and other claims. As a           
debtor-in-possession, the Company has the right, subject to Bankruptcy Court    
approval, and certain other limitations, to assume or reject certain executory  
contracts, including unexpired leases. Any claim for damages resulting from the 
rejection of an executory contract or an unexpired lease is treated as a general
unsecured claim in the Chapter 11 proceedings.                                  

On September 26, 1996 the United States Trustee appointed a single    
unsecured creditors' committee (the "Creditors Committee"). The Creditors       
Committee has the right to review and object to certain business transactions   
and is expected to participate in the negotiation of the Company's plan of      
reorganization. The Creditors' Committee has retained the firm of Wachtell,     
Lipton, Rosen & Katz as its counsel and Smith Barney Inc. as financial advisors.

The Company has obtained debtor-in-possession ("DIP") financing from  
Foothill Capital Corporation, as agent and Congress Financial Corporation, as   
co-agent, (the "Lender Group") which provides for a                             

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$130,000 DIP Credit Facility (the "DIP Facility"), which was approved by the    
Bankruptcy Court on November 15, 1996. The DIP Facility, which expires September
30, 1997, provides up to $130,000 under a borrowing base formula, less          
prepetition advances under the Company's then existing New Senior Credit        
Facility (the "Prepetition Credit Facility") with the Lender Group, on terms    
substantially the same as the Prepetition Credit Facility.                      

The DIP Facility and prepetition secured claims are collateralized by 
substantially all of the assets of the Company including accounts receivable,   
inventories and property, plant and equipment. The Company has continued to     
accrue interest on its prepetition secured debt obligations. Because of the     
Chapter 11 filing, there has been no accrual of interest on Prepetition         
unsecured debt subsequent to the Petition Date.                                 

     Without the timely completion of the sale of the Company's assets discussed
in Note 3, the factors described above raise substantial doubt about the ability
of the Company to continue as a going concern and there can be no assurance that
the Company can continue to generate sufficient cash flow to maintain           
operations. These financial statements do not include any adjustments that might
be necessary should the Company be unable to continue as a going concern.       

NOTE 3 -- ASSET PURCHASE AGREEMENT                                              

  On October 4, 1996, the Company entered into an asset purchase agreement
(the "Agreement") with Ball-Foster Glass Container Co. L.L.C., ("Ball-Foster") a
limited liability company organized under the laws of the State of Delaware.    
Pursuant to the Agreement, Ball-Foster will acquire substantially all of the    
assets of the Company for $365 million in cash at closing, subject to           
adjustment, which may be substantial, as set forth in the Agreement. In         
addition, Ball-Foster will assume specified liabilities of the Company. Payment 
of the purchase price is guaranteed by Saint-Gobain Corporation, parent company 
of Ball-Foster. Closing under the Agreement is subject to several conditions,   
including compliance with the Hart-Scott-Rodino Antitrust Improvements Act,     
approval by the United States Bankruptcy Court for the State of Delaware as a   
sale free and clear of liens, and a closing prior to December 31, 1996. On      
November 13, 1996 filings under Hart-Scott-Rodino were made with the Federal    
Trade Commission and the Department of Justice with requests for early          
termination of the 30 day waiting period.                                       

 Also on October 4, 1996, the Company filed a motion with the Bankruptcy
Court seeking an order (i) authorizing the sale to Ball-Foster, subject to      
higher and better bids, of substantially all of the Company's assets free and   
clear of certain liens, claims and encumbrances and (ii) authorizing assumption 
and assignment of certain unexpired leases and executory contracts (the "Sale   
Motion"). The Court has entered several amended scheduling orders which         
establish the following timetable for the sale process. The deadline for        
submissions of higher and better bids is December 2, 1996 at 3:00 pm Eastern    
Standard Time. If other bids are submitted, an auction will be held on December 
4, 1996 at the office of Stroock & Stroock & Lavan, counsel to the Company. The 
sale hearing itself is scheduled for December 9, 1996 at 3:00 pm. Other         
adjourned dates have been set for certain objections to the sale and responses  
to objections. A number of objections have been filed in connection with the    
Sale Motion, some of which assert that the sale cannot proceed without the      
consent of the objecting parties, notably Owens-Brockway Glass Container, Inc., 
a party to a technology license agreement with the Company and Coors Brewing    
Company, a customer and joint venture partner with the Company in the Rocky     
Mountain Bottle Company joint venture. Another party claiming to be a potential 
bidder for the assets of the Company, Consumers Packaging Inc. ("Consumers"),   
has filed an objection alleging that the Ball-Foster deal cannot be consummated.
To date, Consumers has not submitted a bid to the Company.                      

  Based on the pervasive nature of the uncertainties that exist around the
ultimate resolution of the bankruptcy proceedings discussed in Note 2, which may
include the sale of the Company's assets, management cannot determine the extent
to which the Company's assets have been impaired. Accordingly, no provision for 
loss has been reflected in the accompanying condensed consolidated financial    
statements for asset impairment.                                                

 The Company is actively engaged, together with its Creditors Committee,
Ball-Foster and other interested parties, in reviewing the objections filed and 
negotiating with the significant objectors in an effort to                      

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consensually resolve all objections. The Company believes all interested parties
are working to resolve objections and meet the deadline of a year-end closing as
set forth in the Agreement. However, there can be no assurance that such        
objections will be resolved or that certain conditions to closing will be       
satisfied or waived.                                                            

NOTE 4 -- INCOME TAXES                                                          

As a result of continuing losses, management has determined it was no 
longer more likely than not that the value of the remaining deferred tax asset  
would be realized. As a result, the Company recorded an additional valuation    
allowance of $1,825, which is reflected as a provision for income taxes in the  
consolidated statement of operations for the quarter ended September 30, 1996.  

NOTE 5 -- RESTRUCTURING AND OTHER CHARGES                                       

    A summary of activity related to the Company's 1996 and 1995 restructuring
plans follows:                                                                  

                                                        [Enlarge/Download Table]

                                                                          AMOUNT CHARGED  
                                                                        AGAINST LIABILITY 
                                                         RESTRUCTURING        AS OF       
                                                           LIABILITY    SEPTEMBER 30, 1996
                                                         -------------  ------------------
                                                                                          
1996 RESTRUCTURING PLAN                                                                   
Plant shutdown costs, including severance costs and                                       
  pension curtailment losses............................    $25,100          $ 13,100     
Writedown of certain manufacturing assets to net                                          
  realizable value......................................     24,900                --     
1995 RESTRUCTURING PLAN                                                                   
Plant shutdown costs, including severance costs and                                       
  pension curtailment losses............................     39,200            33,500     
Writedown of certain manufacturing assets to net                                          
  realizable value......................................     36,600            12,000     
Writedown of previously shutdown manufacturing                                            
  facilities to net realizable value....................     14,000               500     

NOTE 6 -- PREPETITION LIABILITIES                                               

     Prepetition liabilities subject to compromise at September 30, 1996 include
the following:                                                                  

                                                                [Download Table]
                                                                             
$100,000 10.25% Senior Notes......................................   $100,000
$200,000 9.875% Senior Subordinated Debentures....................    200,000
Insurance related liabilities.....................................     93,189
Pension related liabilities.......................................     82,487
Trade payables....................................................     60,946
Other miscellaneous claims........................................     21,242
Vacation and severance............................................      9,628
Accrued interest..................................................      6,909
                                                                     --------
                                                                     $574,401
                                                                     --------

 Prepetition liabilities not subject to compromise at September 30, 1996
include the following:                                                          

                                                                [Download Table]
                                                                             
Senior Secured Notes..............................................   $158,025
Accrued interest..................................................        658
                                                                     --------
                                                                     $158,683
                                                                     --------

Because of the Chapter 11 proceedings, there has been no accrual of   
interest on the $100,000 10.25% Senior Unsecured Notes or the $200,000 9.875%   
Senior Subordinated Notes since September 12, 1996. If accrued, interest expense
would have increased $1,500 during the nine months ended September 30, 1996.    

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SELECTED CONSOLIDATED FINANCIAL DATA

    The following table sets forth certain historical financial information of
Old Anchor. The selected financial data for the five years ended December 31,   
1996 has been derived from Old Anchor's consolidated financial statements. The  
selected financial data for the nine months ended September 30, 1996 have been  
derived from Old Anchor's unaudited condensed consolidated financial statements.
The following information should be read in conjunction with Old Anchor's       
consolidated financial statements, unaudited condensed consolidated financial   
statements and the related Old Anchor Management's Discussion and Analysis of   
Financial Condition and Results of Operations for Old Anchor, included elsewhere
in this Prospectus.                                                             

                                                        [Enlarge/Download Table]

                                                              HISTORICAL                              NINE MONTHS 
                                                       YEARS ENDED DECEMBER 31,                          ENDED    
                                     -------------------------------------------------------------   SEPTEMBER 30,
                                        1992         1993         1994         1995       1996(1)        1996     
                                     ----------   ----------   ----------   ----------   ---------   -------------
                                                                (DOLLARS IN THOUSANDS)                            
                                                                                                                  
STATEMENT OF OPERATIONS DATA:                                                                                     
Net sales..........................  $1,161,925    1,126,037   $1,089,317   $  956,639   $ 814,370    $   640,049 
Cost of products sold..............   1,037,329    1,028,332      996,780      906,393     831,612        636,917 
Selling and administrative                                                                                        
  expenses.........................      45,785       51,137       52,371       48,998      39,570         30,736 
Restructuring and other                                                                                           
  charges(1).......................          --           --       79,481       10,267      49,973         49,973 
Impairment of long-lived                                                                                          
  assets(2)........................          --           --           --           --     490,232             -- 
Write-up of assets held for                                                                                       
  sale(1)..........................          --           --           --           --      (8,967)            -- 
                                     ----------   ----------   ----------   ----------   ---------       -------- 
Income (loss) from operations......      78,811       46,568      (39,315)      (9,019)   (588,050)       (77,577)
Other income (expense), net........        (523)         500       (2,385)         171     (10,020)        (3,379)
Interest expense(3)................     (64,659)     (62,535)     (56,070)     (56,871)    (48,601)       (42,160)
                                     ----------   ----------   ----------   ----------   ---------       -------- 
Income (loss) before reorganization                                                                               
  items, income taxes,                                                                                            
  extraordinary items and                                                                                         
  cumulative effect of accounting                                                                                 
  change...........................      13,629      (15,467)     (97,770)     (65,719)   (646,671)      (123,116)
Reorganization items...............          --           --           --           --      (5,008)        (1,576)
Income taxes(4)....................      (1,300)      (2,400)        (250)        (250)     (1,825)        (1,825)
Extraordinary items(5).............      (9,026)     (18,152)          --           --      (2,336)        (2,336)
Cumulative effect of accounting                                                                                   
  change(4)........................          --        1,776           --           --          --             -- 
                                     ----------   ----------   ----------   ----------   ---------       -------- 
Net income (loss)..................  $    3,303   $  (34,243)  $  (98,020)  $  (65,969)  $(655,840)   $  (128,853)
                                     ==========   ==========   ==========   ==========   =========       ======== 
OTHER FINANCIAL DATA:                                                                                             
EBITDA(6)..........................  $  181,495   $  150,617   $  138,257   $  101,334   $  34,824    $    44,256 
Depreciation and amortization......     103,207      103,549      100,476       99,915     101,656         75,239 
Capital expenditures...............      77,580       89,901       93,833       70,368      46,254         36,144 
Ratio of earnings to fixed                                                                                        
  charges(7).......................       1.19x           --           --           --          --             -- 
BALANCE SHEET DATA (AT END OF                                                                                     
  PERIOD):                                                                                                        
Accounts receivable................  $   58,079   $   58,128   $   66,618   $   40,965   $  55,851    $    85,130 
Inventories........................     196,827      173,204      176,769      180,574     144,419        166,527 
Total assets.......................   1,321,733    1,347,201    1,264,488    1,208,348     643,468      1,195,601 
Total debt(8)......................     526,405      555,222      584,671      557,450     552,848        575,732 
Total stockholder's equity                                                                                        
  (deficiency in assets)...........     462,063      412,752      324,554      289,603    (269,307)       253,234 

---------------                                                                 
(1) Restructuring and other charges reflects Old Anchor's implementation of a   
series of restructuring plans in an effort to respond to the continued  
  decline in the industry sales volume combined with, in 1996, the loss of a
 significant portion of the business of Old Anchor's largest customer. The
following represents                                                    

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information regarding the amounts charged against the restructuring     
liability for Old Anchor's restructuring plans:                         

                                                        [Enlarge/Download Table]

                                                                             AMOUNT CHARGED
                                                                                AGAINST    
                                                                               LIABILITY   
                                                                                 AS OF     
                                                           RESTRUCTURING      DECEMBER 31, 
                                                              CHARGES             1996     
                                                           -------------     --------------
                                                                (DOLLARS IN THOUSANDS)     
                                                                                           
1996 RESTRUCTURING PLAN                                                                    
Plant shutdown costs, including severance costs and                                        
  pension curtailment losses..............................    $25,100           $ 20,100   
Writedown of certain manufacturing assets to net                                           
  realizable value........................................     24,900                      
1994/1995 RESTRUCTURING PLAN                                                               
Plant shutdown costs, including severance costs and                                        
  pension curtailment losses..............................    $39,200           $ 33,700   
Writedown of certain manufacturing assets to net                                           
  realizable value........................................     36,600                      
Writedown of previously shutdown manufacturing facilities                                  
  to net realizable value.................................     14,000                      

   During the year ended December 31, 1996, the Company recorded an adjustment
to the carrying value of certain idled facilities held for sale. These  
 assets were previously written down to an estimated net realizable value.
   Upon a current evaluation of quotes and offers on these properties in 1996,
    Old Anchor increased their net carrying value by approximately $9.0 million.
    The balance of the restructuring liability is anticipated to be expended and
charged against the liability over the next three years.                

(2) Impairment of long-lived assets reflects the adjustment for the write-off of
goodwill and other long-lived assets. As a result of the declining      
profitability, diminishing cash flow and the bankruptcy proceedings, the
recoverable value of the carrying amount of long-lived assets and       
   intangibles was reviewed for impairment. Based upon this review, the amount
   of remaining excess of the purchase price over the fair value of net assets
    acquired at December 31, 1996, of $457.2 million and other long-lived assets
 of $33.0 million were written off. The excess cost over fair value of net
  assets acquired had been amortized on a straight line basis over a 40 year
 period. Amortization expense, included as a component of cost of products
  sold, was approximately $13.9 million for each of the years ended December
31, 1996, 1995 and 1994. See Old Anchor's Notes to the Consolidated     
Financial Statements, included elsewhere in this Prospectus.            

(3) Because of the Chapter 11 proceedings, there has been no accrual of interest
on the $100.0 million 10.25% Senior Notes or the $200.0 million 9.875%  
Senior Subordinated Debentures since September 12, 1996. If accrued,    
interest expense would have increased $9.2 million during the year ended
December 31, 1996.                                                      

(4) Income tax provision reflects any additional valuation allowances required  
    to be recorded under SFAS 109. The adoption of SFAS 109 effective January 1,
1993 resulted in an increase in the cumulative net deferred tax asset by
$1.8 million. Under SFAS 109, deferred income taxes reflect the net tax 
effects of temporary differences between carrying amounts of assets and 
    liabilities for financial reporting purposes and the amounts used for income
tax purposes, and are measured using the enacted tax rates and laws that
 will be in effect when the differences are expected to reverse. If on the
basis of available evidence, it is more likely than not that all or a   
 portion of the deferred tax asset will not be realized, the asset must be
reduced by a valuation allowance.                                       

(5) Extraordinary items in the three years ended December 31, 1992, 1993 and    
1996, result from the write-off of financing costs related to debt      
extinguished during the relevant periods, net of taxes.                 

(6) EBITDA (earnings before interest, taxes, depreciation and amortization)     
("EBITDA") is an amount equal to income (loss) before income taxes,     
extraordinary items and cumulative effect of accounting change plus the 
 amounts of restructuring charges, reorganization items, the impairment of
long-lived assets, interest, depreciation and amortization and less the 
    amount of the write-up of assets held for sale included in the determination
of income (loss) before income taxes, extraordinary items and cumulative
effect of accounting change. EBITDA is a measure of the Company's debt  
   service ability. It is not an alternative to net income as a measure of the
Company's results of operations (as interest, taxes,                    

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depreciation and amortization are included in the determination of net  
 income) or to cash flows as a measure of liquidity (as cash flows include
the cash effects of all operating, financing and investing activities). 

(7) For purposes of computing the ratio of earnings to fixed charges, earnings  
consist of income before income taxes and extraordinary items plus fixed
   charges. Fixed charges consist of interest and amortization of debt expense
plus a portion of operating lease expense representative of the interest
  factor. There was a deficiency of earnings to fixed charges in 1993, 1994,
1995 and 1996 of $15.5 million, $97.8 million, $65.7 million and $651.7 
  million, respectively. For the nine months ended September 30, 1996, there
was a deficiency of earnings to fixed charges of $124.7 million.        

(8) Total debt as of December 31, 1996 includes $462.3 million of pre-petition  
liabilities and $90.5 million outstanding under Old Anchor's            
debtor-in-possession credit facility.                                   

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ANCHOR RESOLUTION CORP. 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996

RESULTS OF OPERATIONS                                                           

Introduction                                                                

The following table sets forth certain information derived from the   
Consolidated Financial Statements of Anchor Resolution Corp., formerly named    
Anchor Glass Container Corporation and currently a debtor-in-possession under   
Chapter 11 of the Bankruptcy Code ("Old Anchor"), for the three years ended     
December 31, 1996. The following discussion should be read in conjunction with  
the Consolidated Financial Statements of Old Anchor and notes thereto, included 
elsewhere in this Prospectus.                                                   

                                                        [Enlarge/Download Table]

                                                              YEARS ENDED DECEMBER 31,                 
                                              ---------------------------------------------------------
                                                     1994                1995               1996       
                                              ------------------   ----------------   -----------------
                                               AMOUNT    PERCENT   AMOUNT   PERCENT   AMOUNT    PERCENT
                                              --------   -------   ------   -------   -------   -------
                                                                (DOLLARS IN MILLIONS)                  
                                                                                                       
Net sales.................................... $1,089.3    100.0%   $956.6    100.0%   $ 814.4    100.0%
Cost of products sold........................    996.8     91.5     906.4     94.8      831.6    102.1 
Selling and administrative expenses..........     52.4      4.8      49.0      5.1       39.6      4.9 
Restructuring and other charges..............     79.5      7.3      10.3      1.1       50.0      6.1 
Impairment of long-lived assets..............       --       --        --       --      490.2     60.2 
Write-up of assets held for sale.............       --       --        --       --       (9.0)    (1.1)
Loss from operations.........................    (39.4)    (3.6)     (9.1)    (1.0)    (588.0)   (72.2)
Interest expense.............................     56.1      5.2      56.8      5.9       48.6      6.0 
Loss before reorganization items, income                                                               
  taxes and extraordinary item...............    (97.8)    (9.0)    (65.7)    (6.9)    (651.7)   (76.0)
Loss before extraordinary item...............    (98.0)    (9.0)    (66.0)    (6.9)    (653.5)   (80.0)
Net loss.....................................    (98.0)    (9.0)    (66.0)    (6.9)    (655.8)   (80.5)

The net loss for the year ended December 31, 1996 was $655.8 million  
compared to a net loss of $66.0 million for 1995. Included in the loss for 1996 
is the impairment of long-lived assets of $490.2 million. Included in the 1996  
and 1995 results were first quarter charges of $50.0 million and $10.3 million, 
respectively, for Old Anchor's 1996 and 1995 restructuring programs. Excluding  
the effect of these items, net loss would have been $115.6 million compared to  
$55.7 million for 1995.                                                         

   The decline in Old Anchor's operations is a direct result of Old Anchor's
high debt levels and industry-wide volume declines that have led to severe      
competitive pricing pressures, negatively impacting operating results. Net sales
for 1996 decreased 14.9% compared to 1995, on a volume decline of approximately 
14%, primarily in the beer, iced tea and soft drink markets. As an example, Old 
Anchor's 1996 volume allocation from its largest customer in 1995,              
Anheuser-Busch, has been significantly reduced. The softness in overall industry
volume shipments has led to severe competitive pricing pressures, negatively    
impacting operating margins. In accordance with its restructuring plans, Old    
Anchor closed its Cliffwood, New Jersey plant in January 1996, and closed its   
Waukegan, Illinois, Los Angeles, California and Keyser, West Virginia plants in 
1995.                                                                           

NET SALES                                                                       

 Net sales for 1996 were $814.4 million, a decrease of 14.9% compared to
$956.6 million for 1995. The decrease in net sales principally reflects the     
softening in 1996 of the year-to-year demand for glass containers which has     
resulted in increased competition for market share and lower pricing trends. In 
addition, as described above, Anheuser-Busch has significantly reduced its      
purchases from Old Anchor.                                                      

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 Net sales for 1995 were $956.6 million, a decrease of 12.2% compared to
$1,089.3 million for 1994. The decrease in net sales principally reflects the   
softening in 1995 of the year-to-year demand for glass containers in the iced   
tea and beer segments and year-to-year reduction of unit shipments in the soft  
drink segment, as discussed above. The softness in demand has resulted in       
increased competition for market share and lower pricing trends.                

COST OF PRODUCTS SOLD                                                           

Cost of products sold as a percentage of net sales was 102.1% for 1996
compared to 94.8% for 1995. This increase principally reflects the impact of    
reduced shipping volumes and lower pricing trends, as described above. Partially
offsetting this increase is the impact of Old Anchor's strategic initiatives and
cost savings derived from Old Anchor's restructuring plans and re-engineering   
program.                                                                        

Cost of products sold as a percentage of net sales was 94.8% for 1995 
compared to 91.5% for 1994. This increase principally reflects the impact of    
reduced shipping volumes and lower pricing trends. Additionally, Old Anchor's   
gross profit margin was negatively impacted by cost increased in certain raw    
materials, specifically packaging materials.                                    

SELLING AND ADMINISTRATIVE EXPENSES                                             

 Selling and administrative expenses declined $9.4 million, or 19.2%, in
1996 compared to 1995. This decrease principally reflects lower personnel and   
fringe benefit costs as a result of headcount reductions associated with Old    
Anchor's re-engineering and cost reduction programs.                            

     Selling and administrative expenses declined $3.4 million, or 6.4%, in 1995
compared to 1994, because of lower personnel and fringe benefit costs as a      
result of headcount reductions in that year.                                    

RESTRUCTURING AND OTHER CHARGES                                                 

During 1994, formal plans were approved to significantly reduce Old   
Anchor's cost structure and to improve productivity. This restructuring program 
related primarily to consolidation of underutilized manufacturing operations and
provided for the closure of three of Old Anchor's 17 manufacturing plants. In   
the 1994 fourth quarter, Old Anchor recorded a restructuring charge of $79.5    
million and in the 1995 first quarter, an additional $10.3 million charge was   
recorded to reflect the benefit arrangements for employees affected by this     
plan. In January 1996, formal plans were approved to further restructure certain
of Old Anchor's operations to respond to the continued decline in the industry  
sales volume combined with the loss of a significant portion of the business of 
Old Anchor's largest 1995 customer. A restructuring charge of approximately     
$50.0 million has been recorded in the 1996 Consolidated Statement of Operations
for the closure of the Cliffwood, New Jersey plant and other restructuring      
obligations.                                                                    

IMPAIRMENT OF LONG-LIVED ASSETS                                                 

As a result of declining profitability, diminishing cash flows and the
bankruptcy proceedings, the entire $457.2 million of goodwill and $33.0 million 
of other long-lived assets were written off.                                    

WRITE-UP OF ASSETS HELD FOR SALE                                                

    In December 1996, Old Anchor wrote up the value of certain assets held for
sale by $9.0 million.                                                           

INTEREST EXPENSE                                                                

   Interest expense was $48.6 million for 1996 compared to $56.8 million for
1995. Because of the Bankruptcy Proceedings, there has been no accrual of       
interest on the $100.0 million 10.25% Senior Notes or the $200.0 million 9.857% 
Senior Subordinated Debentures since September 12, 1996. If accrued, interest   
expense would have increased by $9.1 million in 1996.                           

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 Interest expense was $56.8 million for the year ended December 31, 1995
compared to $56.1 million for the corresponding period of 1994. The increase    
reflected higher prevailing interest rates, and higher average working capital  
borrowings outstanding during 1995, as compared to 1994.                        

LIQUIDITY AND CAPITAL RESOURCES                                                 

    As a result of the continued decline in Old Anchor's results of operations
from the effect of the highly competitive glass container market, and Old       
Anchor's high debt level, on September 13, 1996 (the "Petition Date"), Old      
Anchor filed a voluntary petition for reorganization under Chapter 11 of the    
United States Bankruptcy Code ("Chapter 11") in the United States Bankruptcy    
Court for the District of Delaware (the "Bankruptcy Court"). On September 30,   
1996, Anchor Recycling Corporation, a wholly-owned subsidiary of Old Anchor,    
also filed a voluntary petition to reorganize under Chapter 11 in the same      
court. The Chapter 11 proceedings are being jointly administered, with Old      
Anchor managing the business in the ordinary course as a debtor-in-possession   
under the supervision of the Bankruptcy Court. Old Anchor concluded that the    
Chapter 11 filing was necessary in order to preserve the value of its assets and
to ensure that the business had sufficient cash resources to continue operations
while it completed the sale of the business discussed in Note 2 to the Notes to 
the Consolidated Financial Statements, appearing elsewhere herein.              

  Old Anchor obtained debtor-in-possession ("DIP") financing from Foothill
Capital Corporation, as agent and Congress Financial Corporation, as co-agent   
(the "Lender Group") to provide for a $130.0 million DIP Credit Facility (the   
"DIP Facility"), which was approved by the Bankruptcy Court on November 15,     
1996. The DIP Facility, which would expire September 30, 1997, provided up to   
$130.0 million under a borrowing base formula, less prepetition advances under  
Old Anchor's then existing Prepetition Credit Facility with the Lender Group, on
terms substantially the same as the Prepetition Credit Facility.                

    Advances outstanding at any one time were not to exceed an amount equal to
the Borrowing Base, consisting of accounts receivable and finished product      
inventory, as defined in the Prepetition Credit Facility, and amended by the DIP
Facility. At December 31, 1996, Old Anchor's available borrowing base, as       
defined under the DIP Facility was approximately $113.7 million against which   
$90.5 was outstanding. Interest, at prime plus 1.125%, as defined, was payable  
monthly. A commitment fee of 0.5% of the unused portion of the DIP Facility was 
payable monthly.                                                                

     On February 5, 1997, Anchor Glass Acquisition Corporation ("New Anchor"), a
wholly-owned subsidiary of Consumers Packaging Inc. ("CPI"), and Owens-Brockway 
Glass Container Inc. ("OI") acquired substantially all of the assets and        
business of Old Anchor in accordance with the terms of the Asset Purchase       
Agreement, dated December 18, 1996 (the "Agreement") as discussed in Note 2 to  
the Notes to Consolidated Financial Statements. The total purchase price        
approximated $387.9 million, excluding fees of approximately $9.9 million. The  
purchase price received from OI amounted to approximately $128.4 million and was
received in cash. The remaining purchase price of approximately $250.0 million  
from New Anchor was comprised of approximately $200.5 million in cash, $47.0    
million face amount (1,879,320 shares) of mandatorily redeemable 10% cumulative 
convertible preferred stock and $2.5 million of common stock (490,898 shares    
with an estimated value of $5.00 per share) of New Anchor. The purchase price is
subject to adjustment as defined in the Agreement.                              

  Proceeds from the sale were used to repay the outstanding balance of the
DIP Facility and accrued interest thereon, at February 5, 1997, of approximately
$109.0 million. The remainder of the proceeds will be used to satisfy           
prepetition liabilities, as to be determined under Old Anchor's Plan of         
Reorganization. Old Anchor's principal sources of liquidity through February 5, 
1997 were funds derived from operations and borrowings under the DIP Facility.  

  In 1996, operating activities consumed $28.4 million in cash compared to
$0.4 million and $27.9 million of cash provided in 1995 and 1994, respectively. 
These increases in cash consumed reflect the increase in losses and the changes 
in working capital items during the periods compared.                           

   Capital expenditures in 1996 were $46.3 million compared to $70.4 million
and $93.8 million in 1995 and 1994, respectively. In addition, in 1996, Old     
Anchor invested approximately $18.6 million in the joint venture                

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with Coors Brewing Company ("Coors"). Old Anchor invested $20.0 million in the  
joint venture in 1995. Also in 1995, Old Anchor entered into sale and leaseback 
transactions, with respect to certain of its glass manufacturing equipment, with
an aggregate net selling price of approximately $48.3 million.                  

     Cash flows from financing activities for the years ended December 31, 1996,
1995 and 1994 were $78.9 million, $52.2 million and $28.5 million, respectively.
The 1996 cash flows from financing activities principally reflects a $92.5      
million capital contribution received from Vitro, Sociedad Anonima and          
borrowings under the Prepetition Credit Facility, modified by the DIP Facility. 
In February 1997, Old Anchor received an additional capital contribution of $8.4
million in satisfaction of obligations outstanding under the $20.0 million      
letter of credit facility, which was terminated at that time.                   

As a result of the Bankruptcy Proceedings, Old Anchor is in default of
various covenants relating to Old Anchor's outstanding prepetition debt.        
However, under Chapter 11 proceedings, litigation or actions by creditors       
related to these defaults are stayed. In addition, the DIP Facility required    
that Old Anchor's collateral value and availability, as defined, could not be   
less than a specified amount as measured on a rolling four-week period          
throughout the term of the DIP Facility. Prior to the repayment of the DIP      
Facility, Old Anchor was in full compliance with these covenants.               

IMPACT OF INFLATION                                                             

     The impact of inflation on the costs of Old Anchor, and the ability to pass
on cost increases in the form of increased sales prices, is dependent upon      
market conditions. While the general level of inflation in the domestic economy 
has been at relatively low levels since Old Anchor's formation in 1983, Old     
Anchor has generally been unable, since the end of 1991, to fully pass on       
inflationary cost increases as a result of competitive pricing pressures. This  
has negatively impacted Old Anchor's operating results.                         

SEASONALITY                                                                     

  Due principally to the seasonal nature of the brewing, iced tea and soft
drink industries, in which demand is stronger during the summer months, Old     
Anchor's shipment volume is typically highest in the second and third quarters. 
Consequently, Old Anchor historically builds inventory during the first quarter 
in anticipation of seasonal demands during the second and third quarters.       
However, industry patterns existing over the last 18 months have somewhat       
altered the normal seasonal trends. In addition, Old Anchor generally schedules 
shutdowns of its plants for furnace rebuilds and machine repairs in the first   
and fourth quarters of the year to coincide with scheduled holiday and vacation 
time under its labor union contracts. These shutdowns and seasonal sales        
patterns adversely affect profitability during the first and fourth quarters.   

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SIGNATURES

   Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.                    

                                      ANCHOR GLASS CONTAINER CORPORATION

                                    By: /s/ M. WILLIAM LIGHTNER, JR.

                                            ------------------------------------
                                            M. William Lightner, Jr.
                                           Senior Vice President -- Finance,
                                             Chief Financial
                                           Officer and Treasurer

November 12, 1997                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-12G’ Filing		Date		First		Last			Other Filings
		2/5/09		45		77
		12/15/08		92
		8/1/06		10		73
		6/30/02		92
		2/5/02		60		75
		4/1/01		61		76
		2/5/00		32		77
		12/31/99		62		77
		8/31/99		8
		3/31/99		8
		6/30/98		91
		2/11/98		36
		2/1/98		30		66
		1/31/98		90		91
		1/2/98		30		66
		12/15/97		28		75
Filed on:		11/12/97		112					S-4/A
		11/3/97		27
		11/1/97		8		43
		10/31/97		52		80
		9/30/97		3		110
		9/15/97		48
		9/12/97		89
		7/28/97		11		87
		7/16/97		50		78			S-4
		6/30/97		51		66
		6/13/97		11		87
		5/23/97		48
		4/17/97		27		78
		4/9/97		48
		4/1/97		8
		3/11/97		48
		2/17/97		36
		2/6/97		57		88
		2/5/97		2		110			8-K
		2/4/97		16		48
		2/3/97		48
		1/31/97		91		92
		1/15/97		95
		1/10/97		3		87
		1/9/97		10		73
		1/1/97		11		24
		12/31/96		2		111			8-K
		12/18/96		3		110			8-K
		12/12/96		88
		12/9/96		103
		12/4/96		103
		12/2/96		103
		11/21/96		102
		11/15/96		89		110
		11/13/96		103
		10/4/96		88		103			8-K
		9/30/96		11		110			10-Q
		9/26/96		89		102
		9/13/96		85		110			8-K
		9/12/96		24		109
		6/17/96		49
		3/31/96		49					10-Q
		1/12/96		90		91
		1/1/96		11		93
		12/31/95		21		111
		2/22/95		49
		12/31/94		21		111
		1/1/94		83
		12/31/93		50		106
		12/2/93		92
		12/1/93		92
		9/30/93		49
		1/1/93		24		106
		12/31/92		50		106
		10/15/92		92
		6/18/92		92
		6/16/92		49
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