<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K-A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 30, 1998
PVC CONTAINER CORPORATION
(Exact name of registrant as specified in charter)
Delaware 0-30067 13-2616435
(State of other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no
401 Industrial Way West, Eatontown, New Jersey 07724
(Address of principal executive offices)
Registrant's telephone number, including area code: (732) 542-0060
N/A
(Former name or former address, if changed since last report)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets
The Registrant filed on April 10, 1998 a current report on Form
8-K relating to its acquisition on March 30, 1998 of the assets of
Charter Supply Co., Inc. ("Business"). The purpose of this amendment
is to provide the financial statements and information required by
Item 7 of the Form 8-K.
Item 7. Financial Statements:
(a) Financial Statements of the Business Acquired:
There is annexed hereto the Financial Statements of the Business as
required by and for the periods specified in Rule 3-05(b) of Regulation SX.
(b) Proforma Financial Statements:
There is annexed hereto the Proforma Financial Statements required
pursuant to Article XI of Regulation SX.
(c) Exhibit
23 Consent of Ernst & Young, LLP
-2-
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: June 24, 1998 PVC CONTAINER CORPORATION
---------------------------
(Registrant)
By: /s/ Phillip L. Friedman
-----------------------
Phillip L. Friedman,
President
-3-
<PAGE> 4
Financial Statements
Charter Supply Company, Inc.
Years ended July 31, 1997 and 1996
with Report of Independent Auditors
<PAGE> 5
Charter Supply Company, Inc.
Financial Statements
Years ended July 31, 1997 and 1996
CONTENTS
Report of Independent Auditors.................................................1
Audited Financial Statements
Balance Sheets.................................................................2
Statements of Operations.......................................................4
Statements of Deficiency in Assets.............................................5
Statements of Cash Flows.......................................................6
Notes to Financial Statements..................................................7
<PAGE> 6
[ERNST & YOUNG LLP LETTERHEAD]
Report of Independent Auditors
Board of Directors
McKechnie Investments, Inc.
We have audited the accompanying balance sheets of Charter Supply Company, Inc.
(a wholly owned subsidiary of McKechnie Investments, Inc.) as of July 31, 1997
and 1996, and the related statements of operations, deficiency in assets and
cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Charter Supply Company, Inc. at
July 31, 1997 and 1996, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.
ERNST & YOUNG LLP
August 21, 1997 By: /s/ ERNST & YOUNG LLP
1
<PAGE> 7
Charter Supply Company, Inc.
Balance Sheet
<TABLE>
<CAPTION>
JULY 31
1997 1996
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 198,722 $ 338,243
Accounts receivable - trade, net of allowance
of $76,135 and $39,900 at December 31,
1997 and 1996, respectively 1,773,233 1,699,758
Inventories 877,595 683,524
Other current assets 107,275 159,218
----------- -----------
Total current assets 2,956,825 2,880,743
Property, plant and equipment, at cost:
Land and improvements 39,912 39,912
Buildings and improvements 2,464,573 2,296,596
Machinery and equipment 12,610,667 12,519,768
Furniture and fixtures 2,392,469 1,885,885
Construction in progress 37,786 337,251
----------- -----------
17,545,407 17,079,412
Less accumulated depreciation 11,510,834 10,652,359
----------- -----------
6,034,573 6,427,053
----------- -----------
Total assets $ 8,991,398 $ 9,307,796
=========== ===========
</TABLE>
2
<PAGE> 8
<TABLE>
<S> <C> <C>
LIABILITIES AND DEFICIENCY IN ASSETS
Current liabilities:
Accounts payable - trade $ 2,395,269 $ 2,004,331
Accrued expenses 112,761 223,420
Due to McKechnie Investments, Inc. 7,547,570 7,574,196
------------ ------------
Total current liabilities 10,055,600 9,801,947
Commitments and contingencies
Deficiency in assets:
Class A voting common stock, $1 par value - 4,000 shares
authorized, 711 shares issued, 700 shares outstanding 711 711
Class B nonvoting common stock, $1 par value - 4,000
shares authorized, 214 shares issued, none outstanding 214 214
Additional paid-in capital 11,019,767 11,019,767
Accumulated deficit (11,178,351) (10,608,300)
Less treasury stock, at cost (11 shares of Class A and
214 shares of Class B common stock) (906,543) (906,543)
------------ ------------
(1,064,202) (494,151)
------------ ------------
Total liabilities and deficiency in assets $ 8,991,398 $ 9,307,796
============ ============
</TABLE>
See accompanying notes.
3
<PAGE> 9
Charter Supply Company, Inc.
Statements of Operations
<TABLE>
<CAPTION>
YEAR ENDED JULY 31
1997 1996
------------ ------------
<S> <C> <C>
Net sales $ 15,774,694 $ 15,890,568
Cost of goods sold 13,077,325 13,350,482
------------ ------------
Gross margin 2,697,369 2,540,086
Selling, general and administrative expenses 2,592,163 2,148,693
------------ ------------
Operating income 105,206 391,393
Interest expense to McKechnie Investments, Inc. 675,257 739,088
------------ ------------
Net loss $ (570,051) $ (347,695)
============ ============
</TABLE>
See accompanying notes.
4
<PAGE> 10
Charter Supply Company, Inc.
Statement of Deficiency in Assets
Years ended July 31, 1997 and 1996
<TABLE>
<CAPTION>
CLASS A CLASS B
COMMON STOCK COMMON STOCK ADDITIONAL
-------------- ----------------- PAID-IN ACCUMULATED TREASURY DEFICIENCY
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT STOCK IN ASSETS
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at July 31, 1995 711 $711 214 $ 214 $11,019,767 $(10,260,605) $(906,543) $ (146,456)
Net loss -- -- -- (347,695) -- (347,695)
--- ---- --- --------- ----------- ------------ --------- -----------
Balance at July 31, 1996 711 711 214 214 11,019,767 (10,608,300) (906,543) (494,151)
Net loss -- -- -- (570,051) -- (570,051)
--- ---- --- --------- ----------- ------------ --------- -----------
Balance at July 31, 1997 711 $711 214 $ 214 $11,019,767 $(11,178,351) $(906,543) $(1,064,202)
=== ==== === ========= =========== ============ ========= ===========
</TABLE>
See accompanying notes.
5
<PAGE> 11
Charter Supply Company, Inc.
Statements of Cash Flows
<TABLE>
<CAPTION>
YEAR ENDED JULY 31
1997 1996
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (570,051) $ (347,695)
Adjustments to reconcile net loss to cash
provided by operating activities:
Depreciation 1,280,123 1,264,202
Gain on disposition of property, plant and equipment (9,352) (111,192)
Changes in operating assets and liabilities:
Accounts receivable 70,079 282,764
Inventories (194,071) 444,693
Other current assets (91,611) (125,634)
Accounts payable 390,938 (219,323)
Accrued liabilities (110,659) (292,863)
----------- -----------
Cash provided by operating activities 765,396 894,952
INVESTING ACTIVITIES
Purchases of property, plant and equipment (891,948) (916,832)
Proceeds from sale of property, plant and equipment 13,657 139,141
----------- -----------
Cash used in investing activities (878,291) (777,691)
FINANCING ACTIVITIES
Net payments to McKechnie Investments, Inc. (26,626) (208,343)
----------- -----------
Cash used in financing activities (26,626) (208,343)
----------- -----------
Decrease in cash (139,521) (91,082)
Cash at beginning of year 338,243 429,325
----------- -----------
Cash at end of year $ 198,722 $ 338,243
=========== ===========
</TABLE>
See accompanying notes.
6
<PAGE> 12
Charter Supply Company, Inc.
Notes to Financial Statements
July 31, 1997 and 1996
1. ORGANIZATION AND BUSINESS
ORGANIZATION
Charter Supply Company, Inc. (the "Company") is a wholly owned subsidiary of
McKechnie Investments, Inc. (the "Parent"), which is a wholly owned subsidiary
of McKechnie Plc. The Parent has agreed to provide financial resources, if
necessary, to the Company for continued financial and economic support, as
needed.
DESCRIPTION OF BUSINESS
The Company is engaged in the business of manufacturing blow-molded industrial
containers and plastic consumer products throughout the United States. The
Company performs periodic credit evaluations of its customers' financial
condition and generally collateral is not required.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the financial statements and related notes. Actual results could differ
from those estimates.
INVENTORIES
Inventories are carried at the lower of cost (first-in, first-out method) or
market. Inventories are comprised of:
<TABLE>
<CAPTION>
JULY 31
1997 1996
-------- --------
<S> <C> <C>
Raw materials $214,365 $183,773
Finished goods and work in progress 663,230 499,751
-------- --------
$877,595 $683,524
======== ========
</TABLE>
7
<PAGE> 13
Charter Supply Company, Inc.
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated on the basis of cost. Depreciation and
amortization are calculated using the straight-line method over the useful lives
of the assets as follows: buildings and improvements - 20 years; machinery and
equipment - 3 to 10 years; furniture and fixtures - 5 to 7 years.
3. INCOME TAXES
The Company is included in the Parent's federal income tax return. Pursuant to a
tax sharing agreement, the Company provides for federal income tax expense or
benefit on a "stand-alone basis". Amounts payable for federal and state income
taxes are reflected in due to Parent.
Deferred income taxes are provided for temporary differences between the
financial reporting basis and the tax basis of the Company's assets and
liabilities. Significant components of the Company's deferred tax assets
(liabilities) are as follows:
<TABLE>
<CAPTION>
JULY 31
1997 1996
----------- -----------
<S> <C> <C>
Net operating losses carryforwards $ 1,722,000 $ 1,712,000
Tax over book depreciation (443,000) (443,000)
Other, principally costs not deductible until paid 89,000 49,000
----------- -----------
Net deferred tax assets 1,368,000 1,318,000
Valuation allowance (1,368,000) (1,318,000)
----------- -----------
$ -- $ --
=========== ===========
</TABLE>
At July 31, 1997, for federal income tax purposes, the Company has net operating
loss carryforwards of approximately $4,600,000, which expire in 2008 through
2012.
8
<PAGE> 14
Charter Supply Company, Inc.
Notes to Financial Statements (continued)
4. LEASES
The Company leases certain equipment under operating leases expiring in various
years through fiscal year 2000. Lease expense totaled $120,858 and $138,504 for
the years ended July 31, 1997 and 1996, respectively. The leases require the
Company to pay related insurance, maintenance and property taxes. At July 31,
1997, future minimum lease payments under such noncancelable operating leases
are as follows:
<TABLE>
<CAPTION>
FISCAL YEAR
-----------
<S> <C>
1998 $ 105,006
1999 104,279
2000 13,223
---------
$ 222,508
=========
</TABLE>
5. EMPLOYEE BENEFIT PLAN
The Company has a defined contribution savings plan covering all eligible
employees of the Company. The Company annually matches 50% of the employee
contributions up to 6% of compensation deferred. Employer contributions are
vested after the completion of six months of participation. The Company provided
contributions of $53,697 and $20,583 for the years ended July 31, 1997 and 1996,
respectively.
6. RELATED PARTY TRANSACTIONS
The Parent provides certain administrative services for which the Company was
charged $540,000 and $600,000 during 1997 and 1996, respectively. The Parent
also provides general liability, health and worker's compensation coverages to
the Company, for which the Company was charged approximately $601,000 and
$610,000 during 1997 and 1996, respectively.
The amounts due to Parent are due on demand and bear interest at 8% per annum.
Interest paid during 1997 and 1996 approximated interest expense.
7. CONTINGENCIES
The Company is involved in various litigation arising in the ordinary course of
its business. In the opinion of management, as a result of legal defenses and
insurance arrangements, the disposition of all such matters would not have a
material adverse effect on the results of operations or the financial position
of the Company.
9
<PAGE> 15
Charter Supply Company, Inc.
Notes to Financial Statements (continued)
8. MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK
The Company had sales to three major customers of approximately $2.2 million,
$1.1 million and $.8 million, respectively, for the year ended July 31, 1997 and
$2.6 million, $2.1 million, and $1.7 million, respectively, for the year ended
July 31, 1996.
Five customer account balances at July 31, 1997 and 1996 comprise 39% and 50%,
respectively, of the trade accounts receivable balance at those dates.
9. SUBSEQUENT EVENT (UNAUDITED)
On March 30, 1998, the Parent entered into an Asset Purchase Agreement with PVC
Container Corporation whereby PVC Container Corporation acquired in
consideration of the payment of $10,209,579 all of the assets and assumed
certain liabilities of the Company.
10
<PAGE> 16
PVC CONTAINER CORPORATION
PRO FORMA FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30 1997, AND
THE NINE MONTH PERIOD ENDED MARCH 31, 1998
<PAGE> 17
PVC CONTAINER CORPORATION
PRO-FORMA INCOME STATEMENT
FOR THE YEAR ENDED JUNE 30, 1997
($000'S)
<TABLE>
<CAPTION>
Charter Supply
PVC Co., Inc. Pro-forma PVC
Historical Historical adjustments Pro-forma
---------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
Net sales $ 58,392 15,775 $ 74,167
Cost and expenses:
Cost of goods sold (exclusive of depreciation
and amortization expense shown separately
below) 45,650 11,933 57,583
Selling, general and administrative expenses 5,394 2,457 7,851
Depreciation and amortization expense 2,980 1,280 440(a) 4,700
Equity in loss of jointly owned company 162 162
-------- ------ ---- --------
54,186 15,670 440 70,296
-------- ------ ---- --------
Income (loss) from operations 4,206 105 (440) 3,871
Other income (expense):
Interest expense (830) (675) (43)(b) (1,548)
Other income 250 250
-------- ------ ---- --------
(580) (675) (43) (1,298)
-------- ------ ---- --------
Income (loss) before provision for income taxes 3,626 (570) (483) 2,573
Provision (benefit) for income taxes 1,375 (372)(c) 1,003
-------- ------ ---- --------
Net income (loss) $ 2,251 (570) (111) $ 1,570
======== ====== ==== ========
Earnings per share (basic and diluted) $ 0.32 $ 0.22
</TABLE>
See accompanying notes.
<PAGE> 18
PVC CONTAINER CORPORATION
PRO-FORMA INCOME STATEMENT
FOR THE NINE MONTH PERIOD ENDED MARCH 31, 1998
($000'S)
<TABLE>
<CAPTION>
Charter Supply
PVC Co., Inc. Pro-forma PVC
Historical Historical adjustments Pro-forma
---------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
Net sales $ 47,617 12,044 $ 59,661
Cost and expenses:
Cost of goods sold (exclusive of depreciation
and amortization expense shown separately
below) 36,428 8,881 45,309
Selling, general and administrative expenses 4,720 1,549 6,269
Depreciation and amortization expense 2,646 905 330(a) 3,881
-------- ------ ---- --------
43,794 11,335 330 55,459
-------- ------ ---- --------
Income (loss) from operations 3,823 709 (330) 4,202
Other income (expense):
Interest expense (754) (377) (163)(b) (1,294)
Other income 70 70
-------- ------ ---- --------
(684) (377) (163) (1,224)
-------- ------ ---- --------
Income (loss) before provision for income taxes 3,139 332 (493) 2,978
Provision (benefit) for income taxes 1,271 (81)(c) 1,190
-------- ------ ---- --------
Net income (loss) $ 1,868 332 (412) $ 1,788
======== ====== ==== ========
Earnings per share (basic and diluted) $ 0.27 $ 0.25
</TABLE>
See accompanying notes.
<PAGE> 19
PVC CONTAINER CORPORATION
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 1997 AND
THE NINE MONTH PERIOD ENDED MARCH 31, 1998
DESCRIPTION OF TRANSACTION
On March 30, 1998 pursuant to an Asset Purchase Agreement among PVC
Container Corporation ("PVC" or the "Company") as Purchaser and McKechnie
Investments, Inc. and Charter Supply Co., Inc., ("Charter") as Sellers, the
Company acquired in consideration of the payment of $10,209,579 all of the
assets and assumed certain liabilities of Charter Supply Co., Inc.. The
consideration was provided by Fleet Bank pursuant to a Loan and Security
Agreement among the Company and its wholly-owned subsidiaries and Fleet Bank,
N.A. dated as of March 31, 1998. Charter Supply Co., Inc. is engaged in
Philmont, New York, in the business of developing, manufacturing and selling
plastic blow molded bottles of various sizes which is similar to the business in
which the Company is also primarily engaged.
This acquisition has been accounted for as a purchase and, accordingly,
the aggregate purchase price of the acquisition has been allocated to the
acquired assets based upon preliminary estimates of their fair values at the
date of the acquisition.
BASIS OF PRESENTATION
PVC pro forma financial statements are presented to provide information on the
impact of the acquisition to the results of operations of PVC. The pro forma
combined statements of operations have been provided for year ended June 30,
1997 (Charter's results of operations reflected therein were for the year ended
July 31, 1997), as well as for the nine month period ended March 31, 1998
(Charter's results of operations reflected therein were for the nine months then
ended). The balance sheet of Charter Supply Company, Inc. has been reflected on
a consolidated basis in PVC's March 31, 1998 10Q filed with the SEC, thus no pro
forma balance sheet has been presented herein.
<PAGE> 20
Pro forma adjustments to the historical financial information include
adjustments to reflect purchase acquisition accounting and adjustments to
include interest on debt incurred. All pro forma adjustments to the statement of
operations assume that the acquisition was consummated at the beginning of the
period.
The pro forma financial statements should be read in conjunction with the
Charter Supply Company Inc., financial statements contained elsewhere in this
Form 8K and the PVC annual report on Form 10-K for 1997. The pro forma
information does not purport to represent what the Company's results of
operations would have been had operations been conducted as a combined company
during the period or to project the Company's results of operations for any
future period.
PRO FORMA ADJUSTMENTS
Pro forma adjustments related to the statement of operations have been provided
assuming the acquisition was consummated on July 1, 1996 and July 1, 1997. Pro
forma adjustments are as follows:
(a) Adjustments to reflect PVC accounting basis.
(b) Adjustment to reflect net interest expense related to borrowings which
would have been incurred for the acquisition at 7.2% per annum.
(c) The pro forma income taxes were computed using PVC's historical
effective tax rate.
EARNINGS PER SHARE
Pro forma earnings per share are computed by dividing pro forma consolidated
income (loss), by the average number of common shares outstanding during each
period, assuming exercise of all stock options having exercise prices less than
the average market price of the common stock using the treasury stock method.
Common stock and common stock equivalents as of June 30, 1997, and for the nine
month period ending March 31, 1998, amounted to 7,004,705 and 7,018,535,
respectively.
<PAGE> 21
CHARTER SUPPLY COMPANY, INC.
FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MARCH 31, 1998 AND 1997
UNAUDITED
<PAGE> 22
CHARTER SUPPLY COMPANY, INC.
BALANCE SHEETS
MARCH 31, 1998 AND 1997
($000'S)
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 81 $ 82
Accounts receivable 2,349 2,437
Inventories 1,136 1,094
Prepaid expenses, taxes, and other current assets 84 88
Deferred tax assets
-------- --------
Total current assets 3,650 3,701
Properties, plant and equipment at cost - net of
accumulated depreciation 5,635 6,387
-------- --------
9,285 10,088
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 1,934 2,280
Accrued expenses 182 112
Income taxes payable
Current portion of long-term debt
Due to parent 7,803 8,452
-------- --------
Total current liabilities 9,919 10,844
Long term debt 56
Deferred tax liabilities
Stockholders' equity:
Preferred stock
Common Stock 1 1
Capital in excess of par value 11,020 11,020
Retained earnings (deficit) (10,748) (10,926)
Treasury stock (907) (907)
-------- --------
Total stockholders' equity (634) (812)
-------- --------
$ 9,285 $ 10,088
======== ========
</TABLE>
See accompanying notes.
<PAGE> 23
CHARTER SUPPLY COMPANY, INC.
INCOME STATEMENTS
NINE MONTH PERIODS ENDED MARCH 31, 1998 AND 1997
($000'S)
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Net sales $ 12,044 $ 11,478
Cost and expenses:
Cost of goods sold (exclusive of depreciation
and amortization expense shown separately
below) 8,881 8,681
Selling, general and administrative expenses 1,549 1,891
Depreciation and amortization expense 905 1,239
-------- --------
11,335 11,811
-------- --------
Income (loss) from operations 709 (333)
Other income (expense):
Interest expense (377) (505)
Other income
-------- --------
(377) (505)
-------- --------
Income (loss) before provision for income taxes 332 (838)
Provision for income taxes
-------- --------
Net income (loss) $ 332 ($ 838)
======== ========
</TABLE>
See accompanying notes.
<PAGE> 24
CHARTER SUPPLY COMPANY, INC.
STATEMENTS OF CASH FLOWS
NINE MONTH PERIODS ENDED MARCH 31, 1998 AND 1997
($000'S)
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
------- -------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income (Loss) $ 332 $ (838)
Adjustments to reconcile net income (loss) to cash provided
by operating activities:
Depreciation and amortization 905 1,239
Gain on disposition of property, plant and equipment
Changes in operating assets and liabilities:
Accounts receivable 90 (616)
Inventories (42) (128)
Other current assets (15) 39
Accounts payable (445) 438
Accrued liabilities (35) 86
------- -------
Cash provided by operating activities 790 220
INVESTING ACTIVITIES
Purchases of property, plant and equipment (505) (795)
Proceeds from sale of property, plant and equipment 60
------- -------
Cash used in investing activities (445) (795)
FINANCING ACTIVITIES
Net payments to McKechnie Investments, Inc. (373) 440
------- -------
Cash used in financing activities (373) 440
------- -------
Increase (decrease) in cash (28) (135)
Cash at beginning of year 109 217
------- -------
Cash at end of year $ 81 $ 82
======= =======
</TABLE>
See accompanying notes.
<PAGE> 25
CHARTER SUPPLY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Statement of information furnished
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles and in the opinion of management
contain all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the financial position as of March 31, 1998 and
1997, and the results of operations and cash flows for the nine months then
ended. This interim information is not necessarily indicative of the financial
position at June 30, 1998 or the results of operations for the year then ended.
While management believes that the disclosures presented are adequate to make
the information not misleading, it is suggested that these financial statements
be read in conjunction with the Charter Supply Company, Inc.'s financial
statements for the years ended July 31, 1997 and 1996 included herein.
<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated August 21, 1997 with respect to the
financial statements of Charter Supply Company, Inc. included in this Current
Report on Form 8-K of PVC Container Corporation.
By: /s/ Ernst & Young, LLP
Ernst & Young, LLP
Louisville, Kentucky
June 24, 1998
