As filed with the Securities and Exchange Commission on September 9, 2003

Registration No. 333-108209

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2
to

Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ANCHOR GLASS CONTAINER CORPORATION
(Exact name of registrant as specified in Its Charter)

        Approximate date of commencement of the proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

        If any of the securities being registered on this Form are to offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

(1)

Includes 1,125,000 shares of common stock which the underwriters have the option to purchase to cover over-allotments, if any.

(2)

Estimated solely for the purpose of calculating the registration fee.

(3)

On August 26, 2003, the registrant registered $143,750,000 worth of common stock and a fee of $11,630 was payable. Previously, $27,912 was submitted by the registrant to the Commission in connection with the initial filing of the registration statement. Accordingly, the registrant is not required to pay the additional filing fee of $930 in connection with this filing.

        The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED September 9, 2003

7,500,000 Shares

Anchor Glass Container Corporation

Common Stock

        Prior to the offering, there has been no public market for our common stock. The initial public offering price of our common stock is expected to be between $16 and $18 per share. We have applied to list our common stock on the Nasdaq National Market under the symbol "AGCC".

        The underwriters have an option to purchase a maximum of 1,125,000 additional shares to cover over-allotments of shares.

        Investing in our common stock involves risks. See "Risk Factors" on page 11.

        Delivery of the shares of common stock will be made on or about                          , 2003.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Lehman Brothers

The date of this prospectus is                         , 2003

TABLE OF CONTENTS

        You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate as of the date of this document.

Dealer Prospectus Delivery Obligation

        Until            , 2003 (25 days after the commencement of the offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

PROSPECTUS SUMMARY

        In this prospectus, "Anchor," "we," "our," "our company" or "us" refer to Anchor Glass Container Corporation and, to the extent indicated by the context, our predecessor company. The following summary contains basic information that you should consider before deciding to purchase our common stock. It likely does not contain all the information that is important to you. You are encouraged to read this entire document carefully, especially certain risks of investing in our common stock discussed under "Risk Factors," before making an investment decision.

        The information in this prospectus, except for historical financial data, has been adjusted to reflect a 3 for 2 split of our common stock to occur prior to the offering. The information in this prospectus has also been adjusted to reflect the issuance of 2,382,354 shares of our common stock to the holders of our series C participating preferred stock in connection with the redemption of the series C participating preferred stock for cash upon the closing of the offering; for purposes of making this calculation, we have assumed a price per share of the common stock in the offering of $17.00 per share, which is the midpoint of the range stated on the cover page of this prospectus. See "Use of Proceeds" and "Certain Relationships and Related Transactions—Issuance and Redemption of Capital Stock." Except where specifically indicated, the information in this prospectus does not take into account the exercise of any of our outstanding options.

        In this prospectus, we refer to information regarding market data obtained from internal surveys, market research, publicly available information and industry publications.

        The prospectus also includes trade names and trademarks of other companies. Our use or display of other parties' trade names, trademarks or products is not intended to and does not imply a relationship with, or endorsement or sponsorship of us by, the trade name or trademark owners.

Our Company

        We are the third largest manufacturer of glass containers in the United States. We produce a diverse line of flint (clear), amber, green and other colored glass containers for the beer, beverage, food, liquor and flavored alcoholic beverage markets. In 2002, we shipped approximately 6.3 billion glass containers, which we estimate to represent approximately 18% of U.S. industry volume, as compared with approximately 43% and 31% of U.S. industry volume shipped by our two main competitors. Our largest product category, beer bottles, is the largest and fastest-growing segment of our industry and accounted for approximately 48% of our net sales in 2002. Our net sales for 2002 and for the six months ended June 30, 2003 were $715.6 million and $349.2 million, respectively. Our Adjusted EBITDA for the same periods was $96.5 million and $48.1 million, respectively.

        We focus on product segments that have demonstrated a preference for glass and that have exhibited stronger growth compared to other segments of the glass container industry. In doing so, we seek to capitalize on our ability to deliver high-quality products, our expertise in new product development and our commitment to superior customer service. Our strategy targets category leading alcoholic and nonalcoholic beverage and food companies that use glass containers to differentiate their products and emphasize their premium image to consumers. We believe that providing value-added packaging products to our customers has enabled us to profitably grow our business and develop established relationships with leading customers, such as Anheuser-Busch, Cadbury Schweppes, Diageo, Kraft Foods and Nestlé.

        As a result of this strategy, we recently entered into a multi-year supply agreement effective January 1, 2004 with Snapple Beverage Group, Inc. and Mott's Inc., affiliates of Cadbury Schweppes plc, to supply substantially all of their requirements for 16 oz. Snapple bottles and Nantucket Nectars and Yoo-hoo bottles, as well as for several Mott's items. We believe our success in winning this contract reflects our attention to customer service and product quality, as well as our customers' confidence in

our financial strength. We continue to pursue new business opportunities with other significant users of glass bottles. We believe such new contracts will form an integral part of our growth in the coming years.

        We operate nine strategically located facilities in the Eastern United States. Our recent recapitalization has provided us with the financial flexibility to fund new capital projects to substantially enhance our productivity, increase our capacity and upgrade our manufacturing facilities. From January 1, 2002 through June 30, 2003, we invested approximately $128 million in our facilities, and have secured sufficient funds for our regularly scheduled maintenance and planned capital initiatives through 2004. Following the completion of these capital improvements, we believe that we will have sufficient capacity over the next few years to meet increased customer demand and anticipated growth from our new contracts without having to undertake significant additional capital improvement projects. We believe these capital improvement initiatives will significantly increase our cash flow.

Our Industry

        The U.S. glass container industry produced approximately 35 billion glass containers in 2002. We believe that the U.S. glass container industry's fundamentals are at their strongest in more than a decade, driven primarily by growth in the sales of glass containers for beer and glass manufacturing capacity rationalization. From 1987 to 2002, the number of operating glass plants in the United States declined significantly, with only three major manufacturers remaining who accounted for over 90% of the U.S. glass container sales in 2002, based on volume. According to a February 2003 Freedonia Group industry study on beverage containers, overall demand for glass is expected to exceed U.S. capacity and grow at an annual rate of approximately 1.0% from 2002 through 2007.

        The beer segment of our industry, which comprised approximately 53% of total glass container shipments and approximately 69% of total beverage container shipments in 2002, has been a strong growth segment with compound annual volume growth of 3.2% from 1990 to 2002. We believe this trend is likely to continue and that sales growth of beer in glass bottles is significantly outpacing sales growth of beer in cans or plastic bottles.

        We believe that the major market conversion from glass to alternative forms of packaging that occurred in recent years is substantially complete. We also believe that glass containers will maintain a leading position in the high-end beverage and food segments due primarily to consumer preferences and the premium image of glass containers. Recent examples of brands that have used glass to convey a premium image include Anheuser World Select, Bacardi Silver and Michelob Ultra. In addition to their premium image, glass containers have certain other advantages over other types of containers. They provide stronger oxygen and carbon dioxide barriers for longer shelf life, better aesthetic and functional qualities, ease of reclamation and recycling and relative cost advantages in small size containers and for small-run products such as microbrews and other specialty beers. In addition, for premium beer products, liquor and wine, value added packaging is used for product differentiation.

Our Business Strategy

        Our objective is to create and enhance shareholder value by increasing our revenues and profitability in the North American glass container packaging market. We intend to achieve this objective through significant improvements in our productivity and efficiency. Our ten senior managers average approximately 25 years of industry experience and 11 years of experience with us and have

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demonstrated an ability to improve our competitive position by improving productivity and operating performance. We intend to achieve our objective through the following key strategy initiatives:

Target category-leading customers in higher growth segments

        We target customers who are leaders in their respective product categories, supplying a portion of the U.S. glass container needs of Anheuser-Busch, Cadbury Schweppes, Diageo, Kraft Foods and Nestlé. We have long-standing relationships with many of our customers, and approximately 81% of our 2002 net sales were under multi-year contracts. We intend to seek to further expand our sales to our current customers, as well as to continue to target product segments that have exhibited stronger growth than other segments of the glass container industry.

        As a result of this strategy, we recently entered into a multi-year supply agreement effective January 1, 2004 with Snapple Beverage Group, Inc. and Mott's Inc., affiliates of Cadbury Schweppes plc, to supply substantially all of their requirements for 16 oz. Snapple bottles and Nantucket Nectars and Yoo-hoo bottles, as well as for several Mott's items. We believe our success in winning this contract reflects our attention to customer service and product quality, as well as our customers' confidence in our financial strength. We continue to pursue new business opportunities with other significant users of glass bottles. We believe such new contracts will form an integral part of our growth in the coming years.

Increase profitability by continuing to improve our product mix and pricing

        We will continue to seek to increase our profitability by further improving our product mix and pricing. In 1997, we began to shift production towards glass containers for the beer industry, the largest and fastest growing industry segment. Beer bottles accounted for approximately 48% of our 2002 sales, compared to approximately 37% of our 1996 sales. We have also played a key role in product introductions for many of our customers and believe that our status as an industry leader in new product development better positions us to obtain higher margin business, target category-leading customers and serve existing customers. In addition, over the last few years, we have been successfully negotiating price increases on a customer-by-customer and product-by-product basis in order to increase our gross margins.

Continue to reduce costs through productivity and process improvements

        Over the last several years, we have reduced our operating costs and, as a result, improved our operating margins by improving both the productivity and efficiency of our existing equipment and our manufacturing processes. Since 1997, we have significantly increased overall productivity in terms of tons packed, increased comparable job speeds, reduced the number of direct labor employees and increased the ratio of tons packed per employee. In addition, we have reduced our selling, general and administrative expenses from $33.2 million in 2000 to $28.9 million in 2002.

        From January 1, 2002 through June 30, 2003, we invested approximately $128 million in our facilities, and have secured sufficient funds for our regularly scheduled maintenance and planned capital initiatives through 2004. Planned capital improvements include upgrading and modernizing selected furnaces for enhanced efficiency and replacing selected forming equipment with higher capacity, more efficient equipment. We continue to explore opportunities to improve productivity and efficiency and realize additional cost savings.

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        In addition to regularly scheduled maintenance, our completed and planned capital improvement projects for 2002 through 2003 include the following:

        As a result of our capital improvement projects at our Elmira and Henryetta facilities, we have already experienced, and expect to continue to benefit from, significant productivity and profitability improvements.

        In addition to regularly scheduled maintenance, we intend to invest approximately $28.0 million in a capital improvement project at our Jacksonville, Florida facility, which we estimate will increase capacity at this facility by 57,000 tons, or a 31% increase. We currently intend to begin this project in early 2005. See "Business—Products, Markets and Customers."

Maintain strategic focus on core glass operations

        We believe our market position has been built by our delivery of quality products, our expertise in new product development and our commitment to superior customer service to the leading users of glass containers. We have historically not operated in business lines outside of glass manufacturing and do not face certain types of exogenous issues, such as asbestos-related claims, which allows our management to focus on enhancing operational performance.

Use anticipated future cash flows to reduce our debt

        We intend to use a significant portion of our anticipated future cash flows to reduce our outstanding debt. We believe that our completed and planned capital improvements will result in increased productivity and cash flows. Furthermore, we do not anticipate having to undertake significant additional capital improvements beyond our announced program over the next several years. We believe that our improved cash flows will enable us to repay our debt more quickly, increase our earnings and enhance shareholder value.

Our Reorganization and Our Sponsor

        On August 30, 2002, we consummated a pre-arranged plan of reorganization, which was prompted by liquidity issues raised by change-in-control provisions in our former debt instruments, as discussed below.

        Our former owners believed that the proposed acquisition of the stock of Consumers U.S., Inc., our former holding company, by Owens-Brockway Glass Container Inc., a wholly owned subsidiary of Owens-Illinois Group, Inc., would trigger a "change in control" as defined in the indentures governing our 11.25% first mortgage notes due 2005, which we refer to as our first mortgage notes, and our 9.875% senior notes due 2008, which we refer to as our senior notes. A "change in control" may also have occurred upon the change of ownership of shares of stock of Consumers Packaging Inc., our former indirect parent company, or its affiliates. Upon a "change in control," we would have been required to make an offer to repurchase all of the first mortgage notes and the senior notes at 101% of their outstanding principal amount plus accrued and unpaid interest. We did not have the cash or liquidity available to make this repurchase offer. The failure to make the offer would have resulted in

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an event of default under the indentures that would have given the noteholders the right to accelerate the debt and would have also triggered a cross-default under our former credit facility and various equipment leases.

        Some of the benefits from our reorganization included:

•

A strong equity sponsor, as well as a new board of directors, more effective corporate governance and a refocused and dedicated management team with appropriate incentives and a vested interest in the success of our company.



•

Execution of an agreement with the Pension Benefit Guaranty Corporation, or PBGC, which we refer to as the PBGC Agreement, which eliminated all of our past-service pension liabilities, replaced by a one-time payment of $20.75 million and a $10.0 million per year fixed payment obligation to the PBGC for ten years.



•

Consummation of an agreement with our union employees, which allowed us to enter into multi-employer pension plans that provide for benefits for future service only, so that our benefit obligation is now a fixed contribution obligation rather than a fixed benefit obligation, thereby eliminating market risk.



•

Reduction of our retiree medical obligations by approximately $24.4 million.



•

Elimination of related party and third party claims and the settlement of our shareholder derivative lawsuit and other disputes.

Our Sponsor

        As part of our reorganization, Cerberus Capital Management, L.P., or Cerberus, a leading New York investment management firm, through certain Cerberus-affiliated funds and managed accounts, invested in our Company. Cerberus is an active worldwide investor with approximately $9.0 billion of capital under management. Cerberus participates in corporate restructurings, recapitalizations, buyouts and growth financings.

        Our principal executive offices are located at One Anchor Plaza, 4343 Anchor Plaza Parkway, Tampa, Florida 33634-7513. Our telephone number is (813) 884-0000.

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THE OFFERING

(1)

Excludes the possible issuance of up to 1,125,000 additional shares of common stock pursuant to the exercise of the underwriters' over-allotment option.

(2)

Includes shares of common stock that will be issued in connection with the redemption of our series C participating preferred stock. See "Certain Relationships and Related Transactions—Issuance and Redemption of Capital Stock" and "Description of Capital Stock—Series C Participating Preferred Stock."

(3)

Excludes outstanding options to purchase 337,500 shares of common stock at an exercise price of $2.33 per share that were granted in January 2003 and options to purchase an additional 472,503 shares of common stock to be granted upon the consummation of this offering at an exercise price per share equal to the initial public offering price per share.

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Summary Historical and Unaudited Pro Forma Financial Data

        The following table presents certain audited and unaudited historical financial data derived from our financial statements and unaudited pro forma financial data of our company and should be read in conjunction with our financial statements, the notes thereto, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Unaudited Pro Forma Financial Statements" included elsewhere in this prospectus.

        We have derived the summary historical financial data as of and for the six months ended June 30, 2003 and for the six months ended June 30, 2002 from our unaudited condensed financial statements, which include all adjustments, consisting only of normal recurring adjustments, that in our opinion are necessary for a fair presentation of our results for such periods. The results of operations for the interim periods are not necessarily indicative of the results for the full year.

        The historical information with respect to our company as of December 31, 2002 and 2001 and for the four months ended December 31, 2002, the eight months ended August 31, 2002 and the year ended December 31, 2001 has been derived from our financial statements, audited by PricewaterhouseCoopers LLP, independent accountants. These financial statements appear elsewhere in this prospectus.

        The historical information with respect to our company as of December 31, 2000 and for the year ended December 31, 2000 has been derived from our financial statements, which had previously been audited by Arthur Andersen LLP, independent public accountants. The financial statements for the year ended December 31, 2000 appear elsewhere in this prospectus. Arthur Andersen has not reissued its report for purposes of this offering. See "Risk Factors—Risks Related to the Offering—Our former use of Arthur Andersen as our independent accountants will limit your ability to seek recovery from them related to their work and may pose risk to us."

        Our financial statements as of and for periods subsequent to August 31, 2002 are referred to as the "reorganized company" statements. Our financial statements prior to that date are referred to as "predecessor company" statements. The financial statements for the eight months ended August 31, 2002 give effect to the restructuring and reorganization adjustments and the implementation of fresh start accounting. Our financial results for the year ended December 31, 2002 include two different bases of accounting and, consequently, after giving effect to the reorganization and fresh start adjustments, the financial statements of the reorganized company are not comparable to those of the predecessor company. Accordingly, the operating results and cash flows of the reorganized company and the predecessor company have been separately disclosed.

        Although the effective date of our plan of reorganization was August 30, 2002, for accounting purposes we have accounted for the reorganization as if it occurred on August 31, 2002. Accordingly, our historical financial information reflects the financial condition and results of operations of our predecessor company (prior to our reorganization) for all periods presented through August 31, 2002 and our reorganized company as of and subsequent to August 31, 2002.

        The unaudited pro forma as adjusted balance sheet as of June 30, 2003 gives effect to the issuance on August 5, 2003 of an additional $50.0 million aggregate principal amount of our senior secured notes, which we refer to as our additional notes, and the application of the proceeds therefrom, and to the sale by us of 7,500,000 shares of common stock in this offering at an assumed initial public offering price of $17.00 per share, the redemption of all of our series C participating preferred stock and the issuance of 2,382,354 shares of common stock in connection with such redemption, in each case as if they had occurred on June 30, 2003.

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        The unaudited pro forma as adjusted statements of operations for the year ended December 31, 2002 and for the six months ended June 30, 2003 and 2002 give pro forma effect, in each case as if they had occurred on January 1, 2002, to:

        (i) our reorganization and transactions directly related thereto, including:

•

the repayment of $50.0 million aggregate principal amount of our senior notes, which occurred on August 31, 2002;



•

borrowings under our $20.0 million term loan facility, which were made on August 30, 2002;



•

the PBGC Agreement;



•

the application of fresh start accounting, which consists of the revaluation of certain of our assets and liabilities; and



•

the elimination of certain non-recurring charges that were directly associated with the reorganization;

        (ii) the issuance of $300.0 million aggregate principal amount of our senior secured notes and the application of the proceeds therefrom including:

•

the repayment of $150.0 million of indebtedness under the first mortgage notes and $20.0 million under the senior secured term loan; and



•

termination of certain equipment leases by purchasing from the lessors the equipment leased thereunder;

        (iii) the issuance of the additional notes, and the application of the proceeds therefrom; and

        (iv) a 3 for 2 split of our common stock to occur prior to the offering, the sale by us of 7,500,000 shares of our common stock in this offering at an assumed initial public offering price of $17.00 per share, the redemption of all of our series C participating preferred stock and the issuance of 2,382,354 shares of common stock in connection with such redemption.

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        The unaudited pro forma as adjusted data are not necessarily indicative of our results of operations or financial position had these transactions taken place on the dates indicated and are not intended to project our results of operations or financial position for any future period or date.

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(1)

We recorded a net gain for restructuring of $395 for the eight months ended August 31, 2002. The significant components of this net gain included: professional fees of $10,068; direct costs of the restructuring of $8,344; savings attributable to the retiree benefit plan modification of ($24,432); and a first mortgage note holder consent fee of $5,625. Restructuring, net in the six months ended June 30, 2002 consists of professional fees.

(2)

For 2001, represents the write-off of a receivable from Consumers Packaging Inc. and affiliates of $18,221 and the write-off of an advance to G&G Investments of $17,447.

(3)

Reorganization items, net for the eight months ended August 31, 2002 consist of a net gain for fresh start adjustments of $49,908 and expenses incurred in our Chapter 11 proceedings of $2,519, comprised of: $2,450 of debtor-in-possession facility fees; $1,687 of professional fees; $1,276 of deferred financing fees written off relating to our senior notes, which were repaid on August 30, 2002; and a credit of $2,894 for the reversal of interest expense relating to our senior notes. Reorganization items, net for the six months ended June 30, 2002 consist of $2,450 of debtor-in-possession facility fees and $250 of professional fees.

(4)

Interest expense for the six months ended June 30, 2003 includes a $4.3 million charge for the write-off of deferred financing fees and other payments related to debt repaid with proceeds of the offering of $300.0 million of our 11% senior secured notes due 2013, which we refer to as our senior secured notes. Interest expense for 2000 includes a $1.3 million charge for the write-off of deferred financing fees resulting from the refinancing of a revolving credit facility.

(5)

Adjusted EBITDA is an amount equal to net income (loss) plus restructuring, net, related party provisions and charges, reorganization items, net, interest expense, income taxes, depreciation and amortization, (gain) loss on the sale of fixed assets and other noncash items. Adjusted EBITDA is not a presentation made in accordance with generally accepted accounting principles (GAAP) and is not intended to present a superior measure of financial condition or profitability from those determined under GAAP. Adjusted EBITDA is a primary component of the fixed charge coverage financial covenant under our revolving credit facility and master lease agreement. Adjusted EBITDA, as defined in those agreements, is calculated below. We are required to maintain a fixed charge coverage ratio (Adjusted EBITDA divided by fixed charges) of 0.9:1.0 through September 30, 2003 and 1.0:1.0 thereafter. Not maintaining the required fixed charge coverage is a default under those agreements. The actual fixed charge coverage ratio for each of the four quarters ended December 31, 2002 and June 30, 2003 (the periods under which the agreements were outstanding) was 1.06 and 1.08, respectively. Although our management uses this measure, it is not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation.

(6)

Working capital is defined as total current assets, less cash, minus total current liabilities, less borrowings under our revolving credit facility and the current portion of long-term debt. Working capital as defined here is not a presentation made in accordance with GAAP and is not intended to present a superior measure of financial condition or liquidity from those determined under GAAP. Although our management uses this measure, it is not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation.

(7)

Total debt as of December 31, 2002 and June 30, 2003 includes our obligations under the PBGC Agreement.

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RISK FACTORS

        In addition to the other information set forth in this prospectus, you should carefully consider the following factors before making an investment decision. The following risks could materially harm our business, financial condition or future results. If that occurs, the trading price of our common stock could decline, and you could lose all or part of your investment.

Risks Related to Our Indebtedness and Our Business

        Our substantial debt could limit our flexibility, adversely affect our financial health and the price of our common stock.

        We have a substantial amount of debt. As of June 30, 2003, we had approximately $421.2 million of debt, which includes $38.4 million outstanding under our revolving credit facility. As of June 30, 2003, we had $45.7 million of additional borrowing capacity under our revolving credit facility. In addition, on August 5, 2003, we issued another $50.0 million aggregate principal amount of senior secured notes, the proceeds of which were used to pay off the advances outstanding under our revolving credit facility pending the ultimate use of the proceeds to fund our capital improvement projects. The terms of these additional notes have the same terms as the $300.0 million aggregate principal amount of senior secured notes that we issued on February 7, 2003, except that the additional notes currently are subject to certain restrictions on transfer. Excluding amounts outstanding under our revolving credit facility, which are expected to fluctuate from time to time, our debt service requirements under our current debt instruments for the six months ended December 31, 2003 and for the full year of 2004 are expected to be approximately $25.8 million and $55.0 million, respectively, in the aggregate.

        Our substantial debt could have important consequences to you. For example, it could:

•

make it difficult for us to satisfy our debt obligations;



•

make us vulnerable to general adverse economic and industry conditions;



•

limit our ability to obtain additional financing for working capital, capital expenditures, raw materials, natural gas hedging, product development efforts and other general corporate requirements;



•

expose us to interest rate fluctuations because the interest on the debt under our revolving credit facility is at a variable rate;



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow for operations and other purposes;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and



•

place us at a competitive disadvantage compared to competitors that may have proportionately less debt.

        In addition, our ability to make scheduled payments or refinance our obligations depends on our successful financial and operating performance. Our operating performance may not be able to generate sufficient cash flow, or our capital resources may not be sufficient to permit payment of our debt obligations in the future. Our financial and operating performance, cash flow and capital resources depend upon prevailing economic conditions and certain financial, business and other factors, many of which are beyond our control. These factors include, among others:

•

economic and competitive conditions, and various demand factors affecting the rigid packaging industry and specifically, the glass container segment;

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•

operating difficulties, equipment failures, increased operating costs or pricing pressures we may experience;



•

increased raw material and natural gas costs; and



•

delays in implementing any strategic projects.

        If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay scheduled expansion and capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt. In the event that we are required to dispose of material assets or operations or restructure our debt to meet our debt service and other obligations, it may have an adverse effect on our business and the price of our common stock.

        We may incur substantial additional indebtedness in the future, including under our revolving credit facility. Our incurrence of additional indebtedness would intensify the risks described above.

        The instruments governing our indebtedness contain various covenants limiting the discretion of our management in operating our business.

        The indenture pertaining to our senior secured notes and our credit facilities contain various restrictive covenants that limit our management's discretion in operating our business. In particular, these agreements limit our ability to, among other things:

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incur additional debt or guarantee obligations;



•

grant liens on assets;



•

pay dividends or make distributions on our capital stock or redeem, repurchase or retire our capital stock;



•

make investments or acquisitions;



•

sell assets;



•

engage in transactions with affiliates; and



•

merge, consolidate or transfer substantially all of our assets.

        In addition, our credit facilities also require us to maintain certain financial ratios and limit our ability to make capital expenditures.

        If we fail to comply with the restrictions in the indenture pertaining to our senior secured notes or our credit facilities or any other current or future financing agreements, a default may allow the creditors under the relevant instruments, under certain circumstances, to accelerate the related debt and to exercise their remedies thereunder, which will typically include the right to declare the principal amount of such debt, together with accrued and unpaid interest and other related amounts, immediately due and payable, to exercise any remedies such creditors may have to foreclose on any of our assets that are subject to liens securing such debt and to terminate any commitments they had made to supply us with further funds. Moreover, any of our other debt that has a cross-default or cross-acceleration provision that would be triggered by such default or acceleration would also be subject to acceleration upon the occurrence of such default or acceleration. An acceleration of the obligations under our credit facilities would constitute a default under the indenture pertaining to our senior secured notes. This may have an adverse effect on our business and the price of our common stock.

        We face significant competition from other glass container producers, as well as from makers of alternative forms of packaging, and our products are subject to consumer taste.

        The glass container industry is a segment of the rigid packaging industry and is a mature, low-growth industry. We and the other glass container manufacturers compete on the basis of price, quality, reliability of delivery and general customer service. Our principal competitors are Owens-

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Illinois and Saint-Gobain Containers Co., a wholly owned subsidiary of Compagnie de Saint-Gobain. These competitors are larger and have greater financial and other resources than us. If we are unable to continue to compete successfully with them, our operating performance and the price of our common stock could be adversely effected.

        In addition to competing directly with Owens-Illinois and Saint-Gobain in the glass container segment of the rigid packaging industry, we also compete indirectly with manufacturers of other forms of rigid packaging, such as aluminum cans and plastic containers. The other forms of rigid packaging compete with glass containers principally on the basis of quality, price, availability and consumer preference. We believe that the use of glass containers for alcoholic and non-alcoholic beverages is subject to consumer taste. Our products may not continue to be preferred by our customers' end-users and consumer preference may shift from glass containers to non-glass containers. A material shift in consumer preference away from glass containers, or competitive pressures from our direct and indirect competitors, could result in a decline in sales volume or pricing pressure and, as a result, our operating performance and the price of our common stock could be adversely effected.

        Anheuser-Busch Companies is our largest customer; the loss of Anheuser-Busch as a customer would adversely impact our operating performance.

        Anheuser-Busch, our largest customer, accounted for approximately 43.6%, 36.3% and 32.7% of our net sales for 2002, 2001 and 2000, respectively, and is expected to account for an even larger percentage of our net sales in 2003. Our 2002 net sales to Anheuser-Busch were made pursuant to two supply agreements. One agreement, which we refer to as the Southeast Contract, covers all the bottles required for Anheuser-Busch's Jacksonville, Florida and Cartersville, Georgia breweries. The Southeast Contract extends through 2005 and contains two consecutive two-year options for Anheuser-Busch to renew the agreement. The other agreement, which also extends through 2005, covers the remainder of our sales to Anheuser-Busch. Both agreements may be terminated by Anheuser-Busch prior to December 31, 2005 in certain limited circumstances. The loss of Anheuser-Busch as a customer or a material reduction in Anheuser-Busch's bottle requirements would adversely effect our operating performance and the price of our common stock.

        In addition to Anheuser-Busch, our customers are concentrated; the failure to maintain our relationships with our largest customers would adversely affect our operating performance.

        Our ten largest customers, including Anheuser-Busch, accounted for approximately 75.4% of our net sales for 2002. We cannot assure you that we will be able to maintain these relationships. We do not have any written agreements with five of our twenty-five largest customers for 2002 (comprising 10.4% of our net sales for 2002). In addition, an agreement with one of our twenty-five largest customers for 2002 (comprising 2.3% of our net sales for 2002) will expire during 2003. This expiring contract may not be renewed upon its expiration or the terms of any renewal may not be as favorable to us as the terms of the current contract. We recently entered into a multi-year supply agreement effective January 1, 2004 with Snapple Beverage Group, Inc. and Mott's Inc., affiliates of Cadbury Schweppes plc, to supply substantially all of their requirements for 16 oz. Snapple bottles and Nantucket Nectars and Yoo-hoo bottles, as well as for several Mott's items. Some of our customer contracts are subject to early termination by our customers in certain circumstances, including upon our material breach of such agreements. In 2002, we lost a customer responsible for approximately 3.9% of our 2001 net sales; although we were able to replace these sales, we may not be able to replace sales to other lost customers in the future. The loss of a number of our larger customers, a significant reduction in sales to these customers or a significant change in the commercial terms of our relationship with these customers could adversely effect our operating performance and the price of our common stock.

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        Natural gas, the principal fuel we use to manufacture our products, is subject to widely fluctuating prices.

        Increases in the price of natural gas adversely affect our costs and margins. Since 2000, closing prices for natural gas have fluctuated significantly from a low of $1.830 per million BTUs, or MMBTU, in October 2001 to a high of $9.978 per MMBTU in January 2001, compared to an average price of $2.238 per MMBTU from 1995 through 1999. Since the 2001 price peak, natural gas prices have remained volatile. From January through September 2003, natural gas prices have closed at between $4.693 and $9.133 per MMBTU, with the high being March 2003 and the low being August 2003. Certain of our contracts with our customers incorporate price adjustments based on changes in the cost of natural gas, although the change in pricing may lag behind the cost we incur to obtain natural gas. We have no way of predicting to what extent natural gas prices will rise in the future. Any significant increase could adversely impact our margins and operating performance and, accordingly, the price of our common stock.

        Hostilities in the Middle East or elsewhere may adversely impact energy costs.

        An outbreak or escalation of hostilities between the United States and any foreign power and, in particular, a prolonged armed conflict in the Middle East, could result in a real or perceived shortage of oil and/or natural gas, which could result in an increase in the cost of natural gas prices or energy generally. See "—Natural gas, the principal fuel we use to manufacture our products, is subject to widely fluctuating prices."

        Many factors could adversely affect the successful completion of our planned capital improvements projects.

        We are in the process of implementing certain capital improvement projects for our company. See "Business—Business Strategy—Continue to reduce costs through productivity and process improvements." Completion of these projects will entail significant risks, such as unforeseen construction, scheduling or engineering problems, unanticipated cost increases or disruption to existing operations. The failure of any project to be completed on time or within budget, or the failure of any project to generate the operational benefits originally contemplated, may adversely impact our operating performance and the price of our common stock.

        If we are unable to obtain our raw materials at favorable prices, it could adversely impact our operating performance.

        Sand, soda ash, limestone, cullet (reclaimed glass), corrugated packaging materials and energy are the principal raw materials we use. If temporary shortages due to disruptions in supply caused by weather, transportation, production delays or other factors require us to secure our raw materials from sources other than our current suppliers, we may not be able to do so on terms as favorable as our current terms or at all. In addition, material increases in the cost of any of these items on an industry-wide basis could have an adverse impact on our operating performance and cash flows if we are unable to pass on these increased costs to our customers. This may have an adverse effect on the price of our common stock.

        We are involved in a continuous manufacturing process with a high degree of fixed costs. Any interruption in the operations of our manufacturing facilities may impact our operating performance.

        During September 2002, we experienced approximately 15 days of unplanned plant downtime due to the need to perform emergency furnace repairs at two of our operating facilities. This unplanned downtime resulted in approximately $1.1 million of unabsorbed fixed costs that negatively impacted our results of operations for the period ended September 30, 2002 and lowered shipment volume and net sales in that period. These repairs were completed in September 2002 and the furnaces are currently operating. However, due to the extreme operating conditions inherent in some of our manufacturing

14

processes, we may incur similar unplanned business interruptions in the future and such interruptions may adversely impact our operating performance and the price of our common stock.

        To the extent that we experience any furnace breakdowns or similar manufacturing problems, we will be required to make capital expenditures and our liquidity may be impaired as a result of these expenditures.

        The seasonality of our business has an adverse effect on our liquidity in the first and fourth quarters.

        Demand for beer, iced tea and other beverages is stronger during the summer months. Because our shipment volume is typically higher in the second and third quarters, we usually build inventory during the fourth and first quarters. In addition, we have historically scheduled shutdowns of our plants for furnace rebuilds and machine repairs in the fourth and first quarters of the year to coincide with scheduled holiday and vacation time under our labor union contracts. These shutdowns, coupled with our contemporaneous inventory build-up, consume working capital and adversely affect our liquidity on a seasonal basis. This may have an adverse effect on the price of our common stock.

        Organized strikes or work stoppages by unionized employees may have an adverse effect on our operating performance and the price of our common stock.

        We are party to collective bargaining agreements that cover substantially all of our manufacturing employees. Our current collective bargaining agreements expire in 2005. If our unionized employees were to engage in a strike or other work stoppage prior to such expiration, or if we are unable to negotiate acceptable extensions of those agreements with labor unions resulting in a strike or other work stoppage by the affected workers, we could experience a significant disruption of operations and increased operating costs as a result of higher wages or benefits paid to union members, which could have an adverse impact on our operating performance and the price of our common stock.

        We are subject to various regulations that could impose substantial costs upon us and may adversely impact our operating performance and the price of our common stock.

        Our operations are subject to Federal, state and local laws and regulations that are designed to protect the environment, as well as the safety and health of workers. See "Business—Environmental and Other Governmental Regulations" for a discussion of certain of these laws and regulations. Such laws and regulations frequently change and state and local laws are different in every jurisdiction. Our operations and properties must comply with these legal requirements. In addition, we are required to obtain and maintain permits in connection with our glass- making operations.

        We have incurred, and expect to continue to incur, costs for our operations to comply with such legal requirements, and these costs could increase in the future. Many such legal requirements provide for substantial fines, orders (including orders to cease operations) and criminal sanctions for violations. Certain environmental legal requirements provide for strict, and under certain circumstances, joint and several liability for investigation and remediation of releases of hazardous substances into the environment and liability for related damages to natural resources. They may also impose liability for personal injury or property damage due to the presence of, or exposure to, hazardous substances. It is difficult to predict the future development of such laws and regulations or their impact on our business or results of operations. We anticipate that standards under these types of laws and regulations will continue to tighten and that compliance will require increased capital and other expenditures. A significant order or judgment against us, the loss of a significant permit or license or the imposition of a significant fine or any other liability in excess of, or not covered by, our reserves and/or our insurance could adversely impact our operating performance and the price of our common stock.

        In addition, legislation has been introduced at the federal, state and local levels requiring a deposit or tax, or imposing other restrictions, on the sale or use of certain containers, particularly beer and carbonated soft drink containers. Several states have enacted some form of deposit legislation, and others may in the future. The enactment of additional deposit laws or laws, such as mandatory

15

recycling rate requirements, that affect the cost structure of a particular segment or all of the packaging industry could adversely impact our operating performance and the price of our common stock.

        Our business may suffer if we do not retain our senior management.

        We depend on our senior management. The loss of services of any of the members of our senior management team could adversely affect our business until a suitable replacement can be found. There may be a limited number of persons with the requisite skills to serve in these positions and we may be unable to locate or employ such qualified personnel on acceptable terms.

Risks Related to the Offering

Our controlling stockholders may take actions that conflict with your interests.

        Immediately following this offering, without giving effect to the exercise of the over-allotment option, a majority of the voting power of our capital stock will be held by affiliates of Cerberus, which we refer to herein as our majority stockholders. Accordingly, Cerberus controls the power to elect our directors, to appoint members of management and to approve all actions requiring the approval of the holders of our common stock, including adopting amendments to our certificate of incorporation and approving mergers, certain acquisitions or sales of all or substantially all of our assets, which could delay or prevent someone from acquiring or merging with us.

        Certain provisions of our charter documents and agreements and Delaware law could discourage, delay or prevent a merger or acquisition at a premium price.

        Our Amended and Restated Certificate of Incorporation and Bylaws contain provisions that:

•

permit us to issue, without any further vote or action by the stockholders, up to 20,000,000 shares of preferred stock in one or more series and, with respect to each such series, to fix the number of shares constituting the series and the designation of the series, the voting powers (if any) of the shares of such series, and the preferences and relative, participating, optional and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of the series; and



•

limit stockholders' ability to call special meetings.

        These provisions may discourage, delay or prevent a merger or acquisition at a premium price.

        In addition, Section 203 of the Delaware General Corporation Law also imposes certain restrictions on mergers and other business combinations between us and any holder of 15% or more of our common stock. In addition, certain of our employment agreements and incentive plans provide for payments to be made to the employees thereunder if their employment is terminated in connection with a change of control, which could discourage, delay or prevent a merger or acquisition at a premium price. See "Management—Employee Plans" and "Description of Capital Stock—Provisions of Our Amended and Restated Certificate of Incorporation and Bylaws and Delaware Law That May Have an Anti-Takeover Effect."

        Furthermore, the indenture governing our senior secured notes requires us to give holders of the senior secured notes the opportunity to sell us their senior secured notes at 101% of their face amount plus accrued and unpaid interest in the event of a change of control. In addition, under our revolving credit facility, a change of control without the lender's consent may lead the lender to exercise certain remedies, such as acceleration of the loan and termination of its obligation to fund additional advances under our revolving credit facility. Our master lease agreement grants the lessor similar remedies in the event of a change of control without its consent. See "Description of Certain Indebtedness—Change of Control Offer."

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        Your ability to sell the common stock may be limited by a number of factors; prices for the common stock may be volatile.

        Prior to this offering, you could not buy or sell our common stock publicly. An active public market for our common stock may not develop or be sustained after the offering. The price of our common stock will change after the offering. The market price of the common stock may fluctuate significantly in response to a number of factors, some of which are beyond our control, including:

•

variations in operating results;



•

changes in, or our ability to meet, financial estimates by securities analysts;



•

changes in market valuations of companies in the glass container industry;



•

announcements by us or our competitors relating to significant contracts or customers, acquisitions, strategic partnerships, joint ventures or capital commitments;



•

our success or failure to implement our expansion plans;



•

increases or decreases in reported holdings by insiders or mutual funds;



•

additions or departures of key personnel;



•

changes in dividend policy;



•

future sales of common stock; and



•

stock market price and volume fluctuations generally.

        If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our common stock could decline.

        If our existing stockholders or option holders who exercise their options sell substantial amounts of our common stock in the public market following this offering, after the termination of the waiting period described in the lock-up agreements referred to below, the market price of our common stock could decrease significantly. The perception in the public market that our existing stockholders might sell shares of common stock could also depress our market price. Upon completion of this offering, we will have 23,382,354 shares of common stock outstanding, assuming no exercise of the underwriters' over-allotment option, of which 15,882,354 shares will be held by our current stockholders. Our majority stockholders have certain demand and piggyback registration rights. See "Certain Relationships and Related Transactions—Stockholders' Agreement." However, all of our current stockholders will be subject to the lock-up agreements with the underwriters described in "Underwriting" and will be subject to the Rule 144 holding period requirement described in "Shares Eligible for Future Sales." When the lock-up agreements expire, these shares and the shares underlying the options will become eligible for sale, in some cases subject to the requirements of Rule 144. The market price of shares of our common stock may drop significantly when the restrictions on resale by our existing stockholders lapse. A decline in the price of shares of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities.

        We intend to pay dividends on our common stock but may change our dividend policy; the instruments governing our indebtedness contain various covenants that may limit our ability to pay dividends.

        Commencing in 2004, we intend to pay an annual cash dividend per share on our common stock. We have yet to determine the amount of the dividend and the timing of when such a dividend will be payable. Our board of directors may, in its discretion, modify or repeal our dividend policy. Future dividends, if any, with respect to shares of our common stock will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, provisions of applicable law and other factors that our board of directors may deem relevant. Accordingly, we cannot assure you that we will pay dividends at this level in the future or at all.

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        The instruments governing our indebtedness contain various covenants which place limitations on the amount of dividends we may pay. The indenture governing our senior secured notes limits dividends on our common stock to no more than 6.0% per annum of the net cash proceeds received by us in all public equity offerings unless certain other financial measures are satisfied. In addition, our revolving credit agreement that we entered into on August 30, 2002, with Congress Financial Corporation (Central), as administrative agent and collateral agent for the lenders, Bank of America, N.A., as documentation agent for the lenders, and various financial institutions from time to time party thereto as lenders, which we refer to as our revolving credit agreement, requires that, on and during the 30 days immediately preceding the dividend payment date, no default or event of default exists thereunder, the dividend payment not violate the terms of any other agreements, the aggregate amount of excess availability under our revolving credit agreement be at least $10.0 million and the dividend be paid out of legally available funds.

        In addition, under Delaware law, our board of directors may declare dividends only to the extent of our "surplus" (which is defined as total assets at fair market value minus total liabilities, minus statutory capital), or if there is no surplus, out of our net profits for the then current and/or immediately preceding fiscal years.

        If you purchase shares of common stock sold in this offering, you will experience immediate dilution.

        If you purchase shares of our common stock in this offering, you will experience immediate dilution of $12.89 per share (assuming that the common stock is offered at $17.00, the midpoint of the range set forth on the cover page of the prospectus) because the price that you pay will be substantially greater than the net tangible book value per share of the shares you acquire based on the net tangible book value per share as of June 30, 2003. This dilution is due in large part to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased their shares. You will experience additional dilution upon the exercise of stock options by employees or directors to purchase common stock and the issuance of restricted stock, if any, to our employees or directors under our equity incentive plan. Through September 5, 2003, we granted 337,500 stock options to purchase our common stock at an average exercise price of $2.33 per share. Upon consummation of this offering, we intend to grant options to purchase an additional 472,503 shares of common stock at an exercise price that is the same as the initial public offering price.

        Our former use of Arthur Andersen as our independent public accountants will limit your ability to seek recovery from them related to their work and may pose risk to us.

        In June 2002, Arthur Andersen was convicted of federal obstruction of justice charges in connection with its destruction of documents related to Enron Corp. and subsequently ceased conducting business. In order to include audited financial statements in a registration statement, we are required to obtain a consent from the independent public accountants who reported on the financial statements. Arthur Andersen cannot provide consents to include financial statements reported on by them in our registration statement. The report covering the financial statements for our 2000 fiscal year was previously issued by Arthur Andersen and has not been reissued by them. Because we are unable to obtain a consent from Arthur Andersen, you will be unable to sue Arthur Andersen under Section 11 of the Securities Act of 1933, or the Securities Act, for material misstatements or omissions, if any, in the registration statement and prospectus, including the financial statements covered by their previously issued reports. Because Arthur Andersen has ceased conducting business, it is unlikely that you would be able to recover damages from Arthur Andersen for any claim against them.

        If the Securities and Exchange Commission, or the SEC, no longer accepts financial statements audited by Arthur Andersen, this may affect our ability to access the public capital markets unless PricewaterhouseCoopers L.L.P., our current independent accounting firm, or another independent accounting firm, is able to audit the financial statements for our 2000 fiscal year in a registration statement. Any delay or inability to access the capital markets may have an adverse impact on our business.

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FORWARD-LOOKING STATEMENTS

        This prospectus includes "forward-looking statements." Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words "believe," "anticipate," "expect," "estimate," "intend," "project," "will be," "will likely continue," "will likely result," or words or phrases of similar meaning including, among other things, statements concerning:

•

our liquidity and capital resources;



•

competitive pressures and trends in the glass container or food and beverage industries;



•

prevailing interest rates;



•

prices for energy, particularly natural gas, and other raw materials;



•

enhanced financial performance as a result of capital improvements;



•

dividend policy;



•

legal proceedings and regulatory matters; and



•

general economic conditions.

        Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause actual results to differ materially from the forward-looking statements. These risks and uncertainties may include those discussed under the heading "Risk Factors." We operate in a changing environment in which new risk factors can emerge from time to time. It is not possible for management to predict all of these risks, nor can it assess the extent to which any factor, or a combination of factors, may cause actual results to differ materially from those contained in forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements.

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USE OF PROCEEDS

        We will receive net proceeds from the offering of approximately $118.1 million (approximately $136.0 million if the underwriters exercise their over-allotment option in full), assuming that the common stock is offered at $17.00, the midpoint of the range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commission and the estimated expenses of the offering. We intend to use the net proceeds to:

•

redeem all of our series C participating preferred stock, including accrued and unpaid dividends thereon, which is currently held by affiliates of Cerberus, at a cost of approximately $82.8 million as of June 30, 2003 (or at a cost of approximately $85.3 million assuming that the redemption occurs on September 30, 2003); and



•

fund working capital and for general corporate purposes.

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DIVIDEND POLICY

        Commencing in 2004, we intend to pay an annual cash dividend per share on our common stock. We have yet to determine the amount of the dividend and the timing of when such a dividend will be payable.

        The instruments governing our indebtedness contain various covenants that limit the amount of dividends we may pay. The indenture governing our senior secured notes limits dividends on our common stock to no more than 6.0% per annum of the net cash proceeds received by us in all public equity offerings unless certain other financial measures are satisfied. In addition, our revolving credit agreement requires that on and during the 30 days immediately preceding the dividend payment date, no default or event of default exists thereunder, the dividend payment not violate the terms of any other agreements, the aggregate amount of excess availability under our revolving credit agreement be at least $10.0 million and the dividend be paid out of legally available funds.

        We have not paid dividends in the past on our common stock.

        For certain risks relating to our payment of dividends, see "Risk Factors—Risks Related to the Offering—We intend to pay dividends on our common stock but may change our dividend policy; the instruments governing our indebtedness contain various covenants that may limit our ability to pay dividends."

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CAPITALIZATION

        The following table sets forth our capitalization as of June 30, 2003:

•

on an actual basis;



•

on a pro forma basis after giving effect to the issuance of the additional notes, and the application of the proceeds therefrom; and



•

on a pro forma as adjusted basis after giving effect to the sale by us of 7,500,000 shares of common stock in this offering, at an assumed initial public offering price of $17.00 per share, the redemption of all of our series C participating preferred stock and the issuance of 2,382,354 shares of common stock in connection with such redemption, in each case as if they occured on June 30, 2003.

        You should read this table together with our unaudited financial information and the related notes thereto included elsewhere in this prospectus. For additional information regarding our outstanding indebtedness, see "Unaudited Pro Forma Financial Statements," "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" and "Description of Certain Indebtedness."

(1)

Includes the premium of $3.75 million received upon issuance of the additional $50.0 million senior secured notes.

(2)

Excludes outstanding options to purchase 337,500 shares of common stock at an exercise price of $2.33 per share that were granted in January 2003 and options to purchase an additional 472,503 shares of common stock to be granted upon consummation of this offering at an exercise price equal to the initial public offering price per share. All pro forma as adjusted share numbers contained herein give effect to the 3 for 2 stock split to be effected prior to the offering.

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SELECTED HISTORICAL FINANCIAL DATA

        The following table presents certain audited and unaudited historical financial information of our company derived from our financial statements and should be read in conjunction with our financial statements, the notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

        We have derived the summary historical financial data as of and for the six months ended June 30, 2003 and for the six months ended June 30, 2002 from our unaudited condensed financial statements, which include all adjustments, consisting only of normal recurring adjustments, that in our opinion are necessary for a fair presentation of our results for such periods. The results of operations for the interim periods are not necessarily indicative of the results for the full year.

        The historical information with respect to our company as of December 31, 2002 and 2001 and for the four months ended December 31, 2002, the eight months ended August 31, 2002 and the year ended December 31, 2001 has been derived from our financial statements, audited by PricewaterhouseCoopers LLP, independent accountants. These financial statements appear elsewhere in this prospectus.

        The historical information with respect to our company for the year ended December 31, 2000 has been derived from our audited financial statements, which had previously been audited by Arthur Andersen, independent public accountants. These financial statements appear elsewhere in this prospectus. Arthur Andersen has not reissued its report for purposes of the offering. The historical information with respect to our company as of December 31, 2000, 1999 and 1998 and for the years ended December 31, 1999 and 1998 has been derived from our audited financial statements, which had previously been audited by Arthur Andersen. See "Risk Factors—Risks Related to the Offering—Our former use of Arthur Andersen as our independent public accountants will limit your ability to seek recovery from them related to their work and may pose risk to us."

        Our financial statements as of and for periods subsequent to August 31, 2002 are referred to as the "reorganized company" statements. Our financial statements prior to that date are referred to as "predecessor company" statements. The financial statements for the eight months ended August 31, 2002 give effect to the restructuring and reorganization adjustments and the implementation of fresh start accounting. Our financial results for the year ended December 31, 2002 include two different bases of accounting and, consequently, after giving effect to the reorganization and fresh start adjustments, the financial statements of the reorganized company are not comparable to those of the predecessor company. Accordingly, the operating results and cash flows of the reorganized company and the predecessor company have been separately disclosed.

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(1)

We recorded a net gain for restructuring of $395 for the eight months ended August 31, 2002. The significant components of this net gain included: professional fees of $10,068; direct costs of the restructuring, net of $8,344; savings attributable to the retiree benefit plan modification of ($24,432); and a first mortgage note holder consent fee of $5,625. Restructuring, net in the six months ended June 30, 2002 consist of professional fees. We recorded a restructuring charge in 1998 as a result of one furnace and one machine being removed from service.

(2)

For 2001, represents the write-off of a receivable from Consumers Packaging and affiliates of $18,221 and the write-off of an advance to G&G Investments of $17,447. For 1999, represents our allocable portion of the write-off of costs relating to a software system.

(3)

Reorganization items, net in the eight months ended August 31, 2002 consist of a net gain for fresh start adjustments of $49,908 and expenses incurred in our Chapter 11 proceedings of $2,519, comprised of: $2,450 of debtor-in-possession facility fees; $1,687 of professional fees; $1,276 of deferred financing fees written off relating to our senior notes, which were repaid on August 30, 2002; and a credit of $2,894 for the reversal of interest expense relating to our senior notes. Reorganization items, net for the six months ended June 30, 2002 consist of $2,450 of debtor-in-possession facility fees and $250 of professional fees.

(4)

Interest expense for the six months ended June 30, 2003 includes a $4.3 million charge for the write-off of deferred financing fees and other payments related to debt repaid with proceeds of the initial $300.0 million offering of our senior secured notes. Interest expense for 2000 includes a $1.3 million charge for the write-off of deferred financing fees resulting from the refinancing of a revolving credit facility.

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(5)

Adjusted EBITDA is an amount equal to net income (loss) plus restructuring, net, related party provisions and charges, reorganization items, net, interest expense, income taxes, depreciation and amortization, (gain) loss on the sale of fixed assets and other noncash items. Adjusted EBITDA is not a presentation made in accordance with generally accepted accounting principles and is not intended to present a superior measure of financial condition or profitability from those determined under GAAP. Adjusted EBITDA is a primary component of the fixed charge coverage financial covenant under our revolving credit facility and master lease agreement. Adjusted EBITDA, as defined in those agreements, is calculated below. We are required to maintain a fixed charge coverage ratio (Adjusted EBITDA divided by fixed charges) of 0.9:1.0 through September 30, 2003 and 1.0:1.0 thereafter. Not maintaining the required fixed charge coverage is a default under those agreements. The actual fixed charge coverage ratio for each of the four quarters ended December 31, 2002 and June 30, 2003 (the periods under which the agreements were outstanding) was 1.06 and 1.08, respectively. Although our management uses this measure, it is not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation.

(6)

Working capital is defined as total current assets, less cash, minus total current liabilities, less borrowings under our revolving credit facility and the current portion of long-term debt. Working capital as defined here is not a presentation made in accordance with GAAP and is not intended to present a superior measure of financial condition or liquidity from those determined under GAAP. Although our management uses this measure, it is not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation.

(7)

Total debt as of December 31, 2002 and June 30, 2003 includes our obligations under the PBGC Agreement.

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UNAUDITED PRO FORMA FINANCIAL STATEMENTS

        Our reorganization was effective August 30, 2002. In accordance with Statement of Position 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code," we adopted the provisions of fresh start accounting, which require, among other things, the allocation of the reorganization value to our assets in relation to their fair values. For accounting purposes, we have recorded the effects of our reorganization in our audited financial statements as if it occurred August 31, 2002.

        The unaudited pro forma balance sheet as of June 30, 2003 gives effect to the issuance of an additional $50.0 million aggregate principal amount of our senior secured notes and the application of the proceeds therefrom, in each case as if they had occurred on June 30, 2003. The unaudited pro forma as adjusted balance sheet as of June 30, 2003 is further adjusted to give effect to the sale by us of 7,500,000 shares of common stock in this offering at an assumed initial public offering price of $17.00 per share, the redemption of all of our series C participating preferred stock and the issuance of 2,382,354 shares of common stock in connection with such redemption, in each case as if they had occurred on June 30, 2003.

        The unaudited pro forma as adjusted statements of operations for the year ended December 31, 2002 and the six months ended June 30, 2002 and 2003 give pro forma effect, in each case as if they had occurred on January 1, 2002, to: