SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13E-3

              RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                BWAY Corporation
--------------------------------------------------------------------------------
                                (Name of Issuer)

                                BWAY Corporation
                               BCO Holding Company
                              BCO Acquisition, Inc.
                               BWAY Finance Corp.
                      Kelso Investment Associates VI, L.P.
                                   KEP VI, LLC
                                Jean-Pierre Ergas
                                 Warren Hayford
                                Mary Lou Hayford
                                   Kevin Kern
                                 Thomas Eagleson
                                Kenneth Roessler
                                Jeffrey O'Connell
--------------------------------------------------------------------------------
                      (Names of Person(s) Filing Statement)

    Common Stock, par value $.01, and related Preferred Share Purchase Rights
--------------------------------------------------------------------------------
                         (Title and Class of Securities)

                                   056039100
--------------------------------------------------------------------------------
                                 (CUSIP Number)

             Kevin Kern                           James J. Connors II
          BWAY Corporation                        BCO Holding Company
   8607 Roberts Drive, Suite 250                 BCO Acquisition, Inc.
         Atlanta, GA 30350                         BWAY Finance Corp.
           (770) 645-4800                 Kelso Investment Associates VI, L.P.
                                                      KEP VI, LLC
                                                    320 Park Avenue
                                                   New York, NY 10022
                                                     (212) 751-3939
--------------------------------------------------------------------------------
      (Name, Address and Telephone Numbers of Person Authorized to Receive
       Notices and Communications on Behalf of Person(s) Filing Statement)

                                   Copies to:

                                  James S. Rowe



                                  Brian R. Boch
                                Kirkland & Ellis
                             200 East Randolph Drive
                                Chicago, IL 60601
                                 (312) 861-2000

                                       and

                              Margaret A. Davenport
                              Debevoise & Plimpton
                                919 Third Avenue
                               New York, NY 10022
                                 (212) 909-6000

This statement is filed in connection with (check the appropriate box):

         a. [X]  The filing of solicitation materials or an information
                 statement subject to Regulation 14A (S)(S) 240.14a-1 through
                 240.14b-2), Regulation 14C (S)(S) 240.14c-1 through
                 240.15c-101) or Rule 13e-3(c) (S) 240-13e-3(c)) under the
                 Securities Exchange Act of 1934.

         b. [_]  The filing of a registration statement under the Securities
                 Act.

         c. [_]  A tender offer.

         d. [_]  None of the above.

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]

                            Calculation of Filing Fee

     Transaction Valuation*                         Amount of Filing Fee**
          $195,632,051                                      $17,999
--------------------------------------------------------------------------------

  *      Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
         filing fee is calculated and state how it was determined): The proposed
         maximum aggregate value of the transaction for purposes of calculating
         the filing fee is $195,632,051. The filing fee was determined by adding
         (a) the product of (i) the 8,708,626 shares of Common Stock that are
         proposed to be retired or exchanged in the merger and (ii) the merger
         consideration of $20.00 to be paid with respect to each share of Common
         Stock outstanding immediately prior to the merger, plus (b) $21,459,531
         expected to be paid upon cancellation or exchange of outstanding
         options (the "Total Consideration").

  **     The filing fee equals the product of 0.000092 multiplied by the Total
         Consideration.

               [X]         Check the box if any part of the fee is offset as
                     provided by Section 240.0-11(a)(2) and identify the filing
                     with which the offsetting fee was previously paid. Identify
                     the previous filing by registration statement number, or
                     the Form or Schedule and the date of its filing.



Amount Previously Paid: $17,999
Form or Registration No.: Preliminary Proxy Statement on Schedule 14A
Filing Party: BWAY Corporation
Date Filed: November 8, 2002

     Neither the Securities and Exchange Commission nor any state securities
commission has: (i) approved or disapproved this transaction, (ii) passed on the
merits or fairness of this transaction or (iii) passed upon the adequacy or
accuracy of the disclosure in this document. Any representation to the contrary
is a criminal offense.



                                  INTRODUCTION

     This Rule 13e-3 transaction statement on Schedule 13E-3 (this "Schedule
13E-3") is being filed with the Securities and Exchange Commission (the "SEC")
by (1) BWAY Corporation, a Delaware corporation ("BWAY"), (2) BCO Holding
Company, a Delaware corporation ("BCO Holding"), (3) BCO Acquisition, Inc., a
Delaware corporation ("BCO Acquisition"), (4) BWAY Finance Corp., a Delaware
corporation ("BWAY Finance"), (5) Kelso Investment Associates VI, L.P., a
Delaware limited partnership ("KIA VI"), (6) KEP VI, LLC, a Delaware limited
liability company ("KEP VI"), (7) Jean-Pierre Ergas, (8) Warren Hayford, (9)
Mary Lou Hayford, (10) Kevin Kern, (11) Thomas Eagleson, (12) Kenneth Roessler
and (13) Jeffrey O'Connell. This Schedule 13E-3 relates to the Agreement and
Plan of Merger (the "Merger Agreement"), dated as of September 30, 2002, by and
among BWAY, BCO Holding and BCO Acquisition.

     If the Merger Agreement and the merger transaction contemplated thereby
(the "Merger") are approved by BWAY's stockholders and the other conditions to
the closing of the Merger are satisfied or waived, BCO Acquisition will be
merged with and into BWAY, with BWAY being the surviving corporation. After the
Merger, BCO Holding will own all of the capital stock of BWAY, and BCO Holding
will be owned by affiliates of Kelso & Company, L.P. ("Kelso"), a New York based
sponsor of private equity transactions, and certain members of BWAY's senior
management team. Immediately prior to the Merger, each of Jean-Pierre Ergas,
Warren Hayford, Mary Lou Hayford, Kevin Kern, Thomas Eagleson, Kenneth Roessler
and Jeffrey O'Connell (the "Continuing Investors") will exchange some of their
shares of BWAY common stock or some of their BWAY stock options for equity
interests in BCO Holding. Each Continuing Investor will sell or "cash-out" the
remainder of his or her current equity interests in BWAY in the Merger. Each
Continuing Investor's shares of BWAY common stock, including the shares
underlying his or her BWAY stock options, will be valued at $20.00 per share. As
a result of the Merger, BWAY will be a privately held company and there will be
no public market for its common stock. BWAY will also apply to the New York
Stock Exchange for the delisting of shares of BWAY common stock and to the SEC
for the deregistration of BWAY common stock under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). BWAY, however, will likely be required to
resume filing periodic reports with the SEC as a result of its issuing debt
securities registered under the Securities Act of 1933, as amended.

     Concurrently with the filing of this Schedule 13E-3, BWAY is filing with
the SEC a preliminary proxy statement on Schedule 14A pursuant to Section 14(a)
of the Exchange Act (the "Proxy Statement") relating to a special meeting of
stockholders of BWAY. At the meeting, stockholders of BWAY will consider and
vote upon a proposal to approve and adopt the Merger Agreement and the Merger.

     The information in the Proxy Statement, including all annexes thereto, is
hereby expressly incorporated by reference into this Schedule 13E-3, and the
responses to each item are qualified in their entirety by the provisions of the
Proxy Statement and the annexes thereto. As of the date hereof, the Proxy
Statement is in preliminary form and is subject to completion or amendment.
Capitalized terms used but not defined in this Schedule 13E-3 shall have the
meanings given to such terms in the Proxy Statement.

     The information contained in this Schedule 13E-3 and/or the Proxy Statement
concerning BWAY was supplied by BWAY and none of the other filing persons takes
responsibility for the accuracy of such information. Similarly, the information
contained in this Schedule 13E-3 and/or the Proxy Statement concerning each
filing person other than BWAY was supplied by each such filing person and no
other filing person, including BWAY, takes responsibility for the accuracy of
any information not supplied by such filing person.

ITEM 1. Summary Term Sheet.



        Regulation M-A
        Item 1001

            The information set forth in the Proxy Statement under the caption
            "Summary Term Sheet" is incorporated herein by reference.

ITEM 2. Subject Company Information.

        Regulation M-A
        Item 1002

        (a) Name And Address. The information set forth in the Proxy Statement
            under the following captions is incorporated herein by reference:

                    Summary - The Companies
                    Information Concerning BWAY

        (b) Securities. The information set forth in the Proxy Statement under
            the caption "The Special Meeting - Record Date; Voting Rights" is
            incorporated herein by reference.

        (c) Trading Market And Price. The information set forth in the Proxy
            Statement under the caption "Market Prices And Dividend Information"
            is incorporated herein by reference.

        (d) Dividends. The information set forth in the Proxy Statement under
            the caption "Market Prices And Dividend Information" is incorporated
            herein by reference.

        (e) Prior Public Offerings.

                    None.

        (f) Prior Stock Purchases. The information set forth in the Proxy
            Statement under the following captions is incorporated herein by
            reference:

                    Market Prices And Dividend Information
                    Transactions in Shares of Common Stock by Certain Persons

ITEM 3. Identity and Background of Filing Person.

        Regulation M-A
        Item 1003

        (a) Name And Address. The following sets forth the name, address and
            telephone number of the filing persons:

            BWAY Corporation, the subject company
            8607 Roberts Drive, Suite 250
            Atlanta, GA  30350
            (770) 645-4800

            BCO Holding Company
            BCO Acquisition, Inc.
            BWAY Finance Corp.



            Kelso Investment Associates VI, L.P.
            KEP VI, LLC
            320 Park Avenue,
            24th Floor New York, NY 10022
            (212) 751-3939

            Jean-Pierre Ergas, Chairman and Chief Executive Officer of BWAY
            Warren Hayford, Vice Chairman and Director of BWAY
            Mary Lou Hayford, stockholder of BWAY
            Kevin Kern, Vice President of Administration and Chief
            Financial Officer of BWAY
            Thomas Eagleson, Executive Vice President Manufacturing/Engineering
            of BWAY
            Kenneth Roessler, Executive Vice President Sales and Marketing of
            BWAY
            Jeffrey O'Connell, Vice President and Treasurer of BWAY
            c/o BWAY Corporation
            8607 Roberts Drive, Suite 250
            Atlanta, GA 30350
            (770) 645-4800

     The following sets forth the names and titles of the directors and
executive officers of BWAY. The business address and telephone number of each
such person listed is: c/o BWAY Corporation, 8607 Roberts Drive, Suite 250,
Atlanta, GA 30350, (770) 645-4800.

            Jean-Pierre Ergas, Chairman and Chief Executive Officer
            Kevin Kern, Vice President of Administration and Chief Financial
            Officer
            Thomas Eagleson, Executive Vice President Manufacturing/Engineering
            Kenneth Roessler, Executive Vice President Sales and Marketing
            Warren Hayford, Vice Chairman and Director
            Thomas Donahoe, Director
            Alexander Dyer, Director
            John Jones, Director
            John Puth, Director
            John Stirrup, Director

     The following sets forth the names and titles of the directors and
executive officers of BCO Holding, BCO Acquisition and BWAY Finance. The
business address and telephone number of each such person listed is: c/o Kelso &
Company, L.P., 320 Park Avenue, 24th Floor, New York, NY 10022, (212) 751-3939.

            Thomas R. Wall, IV, President and Director
            David I. Wahrhaftig, Vice President, Treasurer and Director
            James J. Connors II, Vice President, Secretary and Director
            Stanley de J. Osborne, Vice President, Assistant Treasurer and
            Assistant Secretary
            Howard A. Matlin, Vice President

     The following sets forth the name, address and telephone number of the
general partner of KIA VI:



            Kelso GP VI, LLC
            c/o Kelso & Company, L.P.
            320 Park Avenue, 24th Floor
            New York, NY 10022
            (212) 751-3939

     The following sets forth the names and titles of each managing member of
Kelso GP VI, LLC and KEP VI. The business address and telephone number of each
such person listed is: c/o Kelso & Company, L.P., 320 Park Avenue, 24th floor,
New York, NY 10022, (212) 751-3939.

            Frank T. Nickell, President and Chief Executive Office, Managing
            Member
            Thomas R. Wall, IV, Managing Member
            George E. Matelich, Managing Member
            Michael B. Goldberg, Managing Member
            David I. Wahrhaftig, Managing Member
            Frank K. Bynum, Jr., Managing Member
            Philip E. Berney, Managing Member

     BCO Holding, BCO Acquisition, BWAY Finance, KIA VI and KEP VI do not
believe that they are affiliates of BWAY at this time. They filed this Schedule
13E-3 solely in light of their relationship with the Continuing Investors and
the fact that they have noticed that in some instances involving similar
transactions, persons similarly situated to them have filed a Schedule 13E-3.
BCO Holding, BCO Acquisition, BWAY Finance, KIA VI and KEP VI do not believe
this relationship, which consists of (1) an understanding with each Continuing
Investor concerning the exchange of some of such Continuing Investor's shares of
BWAY common stock or BWAY stock options for equity interests in BCO Holding
immediately prior to the Merger and (2) the agreement of each of Mr. Ergas, Mr.
Hayford and Mrs. Hayford to vote to approve and adopt the Merger Agreement and
the Merger, renders BCO Holding, BCO Acquisition, BWAY Finance, KIA VI or KEP VI
an affiliate of BWAY.

     (b)    Business And Background Of Entities. The information set forth in
            the Proxy Statement under the captions "Summary - The Companies,"
            "Information Concerning BWAY" and "Information Concerning BCO
            Holding, BCO Acquisition, BWAY Finance and Other Participating BWAY
            Affiliates" is incorporated herein by reference. KIA VI, a Delaware
            limited partnership, and KEP VI, a Delaware limited liability
            company, are private investment funds formed by Kelso. Kelso GP VI,
            LLC is a Delaware limited liability company, the principal business
            of which is serving as the general partner of KIA VI.

     (c)    Business And Background Of Natural Persons. The following sets forth
            the business and background of each executive officer and director
            of BWAY. The current business address and telephone number of each
            such person is c/o BWAY Corporation, 8607 Roberts Drive, Suite 250,
            Atlanta, GA 30350, (770) 645-4800.

            Jean-Pierre Ergas became Chairman and Chief Executive Officer of
            BWAY in January 2000. Mr. Ergas has served as a director of BWAY
            since August 1995 and served as Vice-Chairman of the BWAY board from
            July 1999 to December 1999. Mr. Ergas served as Executive Vice
            President, Europe of Alcan Aluminium Limited, President of Alcan
            Europe Limited, Executive Chairman of British Alcan Aluminium plc
            and Chief Executive Officer of Alcan Deutschland GmbH from June 1996
            to December 1999. Mr. Ergas served as Senior Advisor to the Chief
            Executive Officer of Alcan Aluminium Limited from January 1995 to
            June 1996 and served as a Trustee in Residence of DePaul



                  University from February 1994 to December 1994. Prior thereto,
                  Mr. Ergas served as Senior Executive Vice President of
                  Pechiney S.A. and as a member of the Pechiney Group Executive
                  Committee from 1987 to January 1994 and also held several
                  management positions with various subsidiaries of Pechiney
                  S.A., serving as: Chief Executive Officer of American National
                  Can Company from 1989 to January 1994 and Chairman of the
                  Board from 1991 to January 1994; Chief Executive Officer of
                  Cegedur Pechiney from 1982 to 1988 and Chairman of the Board
                  from 1987 to 1988; Chief Executive Officer of Cebal S.A. from
                  1974 to 1982 and Chairman of the Board during 1982; and
                  Marketing Manager for Pechiney Aluminum from 1967 to 1974. Mr.
                  Ergas is a trustee of DePaul and AUP Universities and a
                  director of Dover Corporation and Compagnie Plastic Omnium.
                  Mr. Ergas is a citizen of the United States.

                  Kevin Kern has been Vice President of Administration and Chief
                  Financial Officer of BWAY since February 2001. From May 1995
                  until February 2001, Mr. Kern served as Vice President,
                  Corporate Controller of BWAY. From 1991 to May 1995, Mr. Kern
                  was Controller of McKechnie Plastics Components, Inc. From
                  1981 to 1991, Mr. Kern was employed by Ernst & Young, most
                  recently as a Senior Audit Manager from 1988 to 1991. Mr. Kern
                  is a citizen of the United States.

                  Thomas Eagleson has served as Executive Vice President
                  Manufacturing/Engineering of BWAY since July 2000. Prior
                  thereto, Mr. Eagleson held the positions of Senior Vice
                  President of American National Can from 1993 to 1998, Vice
                  President Manufacturing Food/General Line from 1990 to 1993,
                  Vice President Manufacturing Beverage from 1988 to 1990, Vice
                  President Metal Integration Metal Container from 1987 to 1988,
                  Vice President Manufacturing Food/General Line of National Can
                  Corp from 1985 to 1987 and Manager of Manufacturing
                  Food/General Line of National Can Corp from 1983 to 1985. From
                  1970 to 1983, Mr. Eagleson held positions of increasing
                  responsibility within the manufacturing organization of
                  National Can Corp. Mr. Eagleson is a citizen of the United
                  States.

                  Kenneth Roessler has served as Executive Vice President of
                  Sales and Marketing of BWAY since March 2000. From June 1993
                  to February 2000, Mr. Roessler served in various senior
                  management positions with Southcorp Packaging USA, including
                  Vice President of Sales and Marketing from 1998 to February
                  2000, Vice President and General Manager from 1995 to 1998 and
                  Vice President and Chief Financial Officer from June 1993
                  through 1995. Prior to June 1993, Mr. Roessler held senior
                  management positions with Berwind Corporation. Mr. Roessler is
                  a citizen of the United States.

                  Warren Hayford became non-executive Vice-Chairman of the Board
                  of BWAY in December 1999. From 1989 until December 1999, Mr.
                  Hayford served as Chairman of the Board and Chief Executive
                  Officer of BWAY. Mr. Hayford has held a number of senior
                  positions within the packaging industry over the past 35 years
                  including President and Chief Operating Officer of Gaylord
                  Container Corporation ("Gaylord"), a manufacturer of paper
                  packaging products, 1986 to 1988, and Vice Chairman of
                  Gaylord, 1988 through 1992. Mr. Hayford also served as a
                  director of Gaylord from 1986 to 2002. Prior to Gaylord, Mr.
                  Hayford served as President and a director of Gencorp, Inc.,
                  President and a director of Navistar International Corporation
                  and Executive Vice President and a director of the Continental
                  Group, Inc. Mr. Hayford is a citizen of the United States.



           Thomas Donahoe has served as a director of BWAY since August 1996.
           Mr. Donahoe was a partner in the accounting firm Price Waterhouse LLP
           (the "Firm") from 1970 until he retired in June 1996. As a partner in
           the Firm, Mr. Donahoe held a variety of positions including: Managing
           Partner-Operations of the Firm's Audit Business Advisory Practice,
           July 1995 to June 1996; Vice Chairman of the Firm, 1988 to June 1995;
           member of the Price Waterhouse World Firm General Council, 1985 to
           June 1995; Managing Partner of the Great Lakes Region, 1978 to June
           1995; member of the Firm's Management Committee, 1978 to June 1995;
           member of the Firm's Policy Board, 1976 to June 1995; and Managing
           Partner of the Chicago Office, 1976 to June 1994. Mr. Donahoe is a
           director of Andrew Corporation and NICOR Inc. Mr. Donahoe also serves
           as a Director or Trustee of a number of not-for-profit entities,
           including: Chicago Botanic Garden, Chicago Central Area Committee,
           Executive Service Corp. of Chicago, Kohl's Children's Museum and
           Rush-Presbyterian-St. Luke's Medical Center. Mr. Donahoe is a citizen
           of the United States.

           Alexander Dyer has served as a director of BWAY since August 1995.
           Mr. Dyer served as Chairman of Bunzl plc from May 1993 to July 1996
           and currently serves as its Deputy Chairman and as Chairman of its
           Remuneration Committee. Mr. Dyer retired from The BOC Group plc in
           January 1996, having served as its Chief Executive Officer and Deputy
           Chairman, in which capacities he served from November 1993 to January
           1996. Prior thereto, Mr. Dyer served as Managing Director-Gases of
           The BOC Group plc from 1989 to 1993 and worked for Air Products and
           Chemicals Inc. for 26 years, serving most recently as Executive Vice
           President responsible for worldwide gases and equipment businesses
           from 1987 to 1989. Mr. Dyer is a citizen of the United States.

           John Jones has served as a director of BWAY since August 1996. From
           1989 until his retirement in 1996, Mr. Jones served as Chairman,
           President and CEO of CBI Industries, Inc. Mr. Jones is a director of
           Amsted Industries, Inc., NICOR Inc. and Valmont Industries, Inc. Mr.
           Jones also serves as Trustee or Director on a number of
           not-for-profit entities, including Rush-Presbyterian-St. Luke's
           Medical Center. Mr. Jones is a citizen of the United States.

           John Puth has served as a director of BWAY since August 1995. Since
           December 1987, Mr. Puth has served as President of J.W. Puth
           Associates, an industrial consulting firm. From 1983 to 1987, Mr.
           Puth was Chairman and President of Clevite Industries, Inc., a
           manufacturer of industrial products. From 1975 to 1983, Mr. Puth was
           President and Chief Executive Officer of Vapor Corporation. Mr. Puth
           is a director of A.M. Castle & Co., L.B. Foster Company and US
           Freightways Corporation as well as several privately-held
           corporations. Since October 1998, Mr. Puth has been a general partner
           of BVCF III & IV Institutional Venture Capital Funds. Mr. Puth is a
           citizen of the United States.

           John Stirrup has served as a director of BWAY since 1989. Mr. Stirrup
           served as an independent consultant of BWAY from June 2000 until
           December 2001. Mr. Stirrup served as President and Chief Operating
           Officer of BWAY from 1995 to June 2000 and from 1989 to 1995 Mr.
           Stirrup served as President and Chief Operating Officer of Brockway
           Standard, Inc., which at the time was BWAY's principal operating
           subsidiary. Mr. Stirrup joined Brockway, Inc. (later acquired by
           Owens-Illinois Corporation) in 1980 and held a variety of positions
           including: Group Vice President of Metal & Plastic Packaging,
           Corporate Purchasing and Regional Airlines of Brockway, Inc., 1985 to
           1988; Vice President of Sales and Marketing Brockway Glass Containers
           of Brockway, Inc., 1983 to 1985; Vice President of Operations
           Brockway Glass Containers of Brockway,




           Inc., 1981 to 1983; and Vice President of Manufacturing Brockway
           Glass Containers of Brockway, Inc., 1980 to 1981. Prior to joining
           Brockway, Inc., Mr. Stirrup held several positions at Kerr Glass
           Manufacturing Corp., including Vice President of Manufacturing. Mr.
           Stirrup is a citizen of the United States.

           The following sets forth the business and background information of
each of Mary Lou Hayford and Jeffrey O'Connell. The current business address and
telephone number of each such person is c/o BWAY Corporation, 8607 Roberts
Drive, Suite 250, Atlanta, GA 30350, (770) 645-4800.

           Mary Lou Hayford is the wife of Warren Hayford, the Vice-Chairman of
           the BWAY board. Mrs. Hayford is a citizen of the United States.

           Jeffrey O'Connell has been Vice President and Treasurer of BWAY since
           May 1997 and has served as Secretary of BWAY since May 2001. From
           June 1996 to May 1997, Mr. O'Connell served as Assistant Treasurer of
           BWAY. From June 1995 to June 1996, Mr. O'Connell served as Vice
           President of Finance of Macmillan Bloedel Packaging Inc. From October
           1994 to June 1995, Mr. O'Connell served as Director of Financial
           Planning of BWAY. Prior thereto, Mr. O'Connell served as Vice
           President of Administration of Mead Coated Board Division of The Mead
           Corporation. Mr. O'Connell is a citizen of the United States.

           The following sets forth the business and background of each
executive officer and director of BCO Holding, BCO Acquisition and BWAY Finance.
The current principal business address and telephone number of each such person
listed is c/o Kelso & Company, L.P., 320 Park Avenue, 24th Floor, New York, NY
10022, (212) 751-3939.

           Thomas R. Wall, IV joined Kelso in 1983. His current title is
           Managing Director. Mr. Wall is a director of the following: (i)
           Citation Corporation (since 1999; a foundry products company), 2
           Office Park Circle, Suite 204, Birmingham, AL 35223; (ii)
           Consolidated Vision Group, Inc. (since 1997; an eyeglass and contact
           lens business), c/o America's Best Contacts and Eyeglasses, 7255
           Crescent Boulevard, Route 130, Pennsauken, NJ 08110; (iii) Key
           Components, Inc. (since 2000; a manufacturer of furniture, locks,
           electrical and mechanical components), c/o Millbrook Capital
           Management, 152 West 57th Street, 17th Floor, New York, NY 10019;
           (iv) Mitchell Supreme Fuel Company (since prior to 1997; a fuel, oil
           and gas supplier to residences and businesses), 532 Freeman Street,
           Orange, NJ 07050; (v) Mosler, Inc. (since prior to 1997; a security
           company), 8509 Berk Boulevard, Hamilton, OH 45015; (vi) Peebles, Inc.
           (since 1995; a department store), One Peebles Street, South Hill, VA
           23970-5001; (vii) TransDigm Inc. (since 1993; a solution provider for
           aerospace component applications), 26380 Curtiss Wright Parkway,
           Richmond Hts., OH 44143; and (viii) 21st Century Newspapers, Inc.
           (since 1997; a newspaper and related publications group), 48 West
           Huron, Pontiac, MI 48342. Mr. Wall was a director of the following:
           (i) Charter Communications Entities (from prior to 1997 to 1998; a
           cable television company), 12444 Powerscourt Drive, Suite 400, St.
           Louis, MO 63131; (ii) Cygnus Publishing, Inc. (from 1997 to 2001; a
           trade publication company), 405 Central Avenue, Suite 300, St.
           Petersburg, FL 33701; (iii) Hillside Broadcasting of North Carolina
           Holding Corp. (from 1995 to 1998; a television station), Two Park
           Place, 1888 Emery Street, 2nd Floor, Atlanta, GA 30318; (iv) AMF
           Bowling, Inc. (from prior to 1997 to July, 2002; an owner/operator of
           bowling centers and manufacturer/marketer of bowling products), 8100
           AMF Drive, Richmond, VA 23111; and (v) iXL Enterprises, Inc. (from
           1995 to



              2001; an internet professional services provider), 1888 Emery
              Street, NW, Atlanta, GA 30318. He is also a trustee of Choate
              Rosemary Hall. Mr. Wall is a citizen of the United States.

              David I. Wahrhaftig joined Kelso in 1987 and has served as a
              Managing Director since 1998. Prior to becoming a Managing
              Director, his title was Vice President. Mr. Wahrhaftig is a
              director of the following: (i) Consolidated Vision Group, Inc.
              (since 1997; an eyeglass and contact lens business), c/o America's
              Best Contacts and Eyeglasses, 7255 Crescent Boulevard, Route 130,
              Pennsauken, NJ 08110; (ii) Endo Pharmaceuticals, Inc. (since 1997;
              a pharmaceutical company), 100 Painters Drive, Chadds Ford, PA
              19317); and (iii) Unilab Corporation (since 1999; a medical
              testing laboratories company), 18448 Oxnard Street, Tarzana, CA
              91356). Mr. Wahrhaftig was a director of Humphreys Inc. (from
              prior to 1997 to 2001; a men's belt manufacturer), 2009 West
              Hastings Street, Chicago, IL 60608-1123. Mr. Wahrhaftig is a
              citizen of the United States.

              James J. Connors II has been Vice President and General Counsel of
              Kelso since 1993. Mr. Connors was a director of Scient, Inc. (from
              June 2002 until October 2002; an internet professional services
              provider), 405 Lexington Avenue, 26/th/ Floor, New York, NY 10174.
              Mr. Connors is a citizen of the United States.

              Howard A. Matlin joined Kelso in 1997. His current title is Vice
              President and Chief Financial Officer. Mr. Matlin is a citizen of
              the United States.

              Stanley de J. Osborne joined Kelso in 1998. His current title is
              Associate. From 1996 to 1998, Mr. Osborne worked as an associate
              at Summit Partners, a global private equity and venture capital
              firm with offices at 222 Berkeley Street, 18/th/ Floor, Boston,
              Massachusetts 02116. Mr. Osborne is a citizen of the United
              States.

              The following sets forth the business and background of each
       managing member of Kelso GP VI, LLC and KEP VI. The current principal
       business address and telephone number of each such person listed is c/o
       Kelso & Company, L.P., 320 Park Avenue, 24th floor, New York, NY 10022,
       (212) 751-3939.

              Frank T. Nickell joined Kelso in 1977. His current title is
              President and Chief Executive Officer. Mr. Nickell is a director
              of the following: (i) The Bear Stearns Companies Inc. (since 1993;
              a financial services company), 383 Madison Avenue, New York, NY
              10179; (ii) BlackRock, Inc. (since 1999; a financial and risk
              management company), 40 East 52nd Street, New York, NY 10022;
              (iii) Earle M. Jorgensen Company (since 1993; a specialty metal
              distributor), 3050 E. Birch Street, Brea, CA 92821; and (iv)
              Peebles, Inc. (since 1995; a department store), One Peebles
              Street, South Hill, VA 23970-5001. Mr. Nickell was a director of
              Charter Communications Entities (from prior to 1997 to 1998; a
              cable television company), 12444 Powerscourt Drive, Suite 400, St.
              Louis, MO 63131. He is also a member of The Board of Visitors of
              the University of North Carolina and a trustee of the NYU
              Hospitals Center. Mr. Nickell is a citizen of the United States.

              Thomas R. Wall, IV: see description under directors and executive
              officers of BCO Holding and BCO Acquisition, above.

              George E. Matelich joined Kelso in 1985. His current title is
              Managing Director. Mr. Matelich is a director of FairPoint
              Communications, Inc. (since 1997; a world telephone



              company), 521 East Morehead Street, Suite 250, Charlotte, NC
              28202. Mr. Matelich was a director of the following: (i) Charter
              Communications Entities (from prior to 1997 to 1998; a cable
              television company), 12444 Powerscourt Drive, Suite 400, St.
              Louis, MO 63131 and (ii) Humphreys Inc. (from prior to 1997 to
              2001; a men's belt manufacturer), 2009 West Hastings Street,
              Chicago, IL 60608-1123. He is also a trustee of the University of
              Puget Sound. Mr. Matelich is a citizen of the United States.

              Michael B. Goldberg has been a Managing Director of Kelso since
              1991. Mr. Goldberg is a director of the following: (i) ArmKel, LLC
              (since 2001; a marketer and manufacturer of branded personal care
              consumer products), c/o Church & Dwight Co., Inc., 469 North
              Harrison Street, Princeton, NJ, 08543-5297; (ii) Consolidated
              Vision Group, Inc. (since 1997; a eyeglass and contact lens
              business), c/o America's Best Contacts and Eyeglasses, 7255
              Crescent Boulevard, Route 130, Pennsauken, NJ 08110; (iii) Endo
              Pharmaceuticals, Inc. (since 1997; a pharmaceutical company), 100
              Painters Drive, Chadds Ford, PA 19317; (iv) Hilite Holdings, LLC
              (since 1999; an automotive parts supplier), c/o Carreras, Kestner
              & Co., Terminal Tower, 50 Public Square, 32nd Floor, Cleveland, OH
              44113; (v) HCI Direct, Inc. (since 1994; a direct manufacturer of
              hosiery), 3369 Progress Drive, Bensalem, PA 19020; and (vi) Unilab
              Corporation (since 1999; a medical testing laboratory company),
              18448 Oxnard Street, Tarzana, CA 91356. He also serves as a member
              of the Phoenix House Foundation Board of Directors and The Wilson
              Council of the Woodrow Wilson International Center for Scholars.
              Mr. Goldberg is a citizen of the United States.

              David I. Wahrhaftig: see description under directors and executive
              officers of BCO Holding and BCO Acquisition, above.

              Frank K. Bynum, Jr. joined Kelso in 1987 and has served as
              Managing Director since 1998. Prior to becoming a Managing
              Director, his title was Vice President. Mr. Bynum is a director of
              the following: (i) Plant America, Inc. (since September 24, 2002;
              a developer of web sites for the "green industry"), 4350 North
              Fairfax Drive, Ste. 33, Arlington, VA 22203; (ii) CDT Acquisition
              Corp. (since 1999; a developer and manufacturer of display
              screens), Greenwich House, Madingley Rise, Madingley Road,
              Cambridge, England CB3-OHJ, UK; (iii) Citation Corporation (since
              1999; a foundry products company), 2 Office Park Circle, Suite
              204, Birmingham, AL 35223; (iv) eMarkets, Inc. (since 1999;
              software and online tools for agrifoods industry), 1606 Golden
              Aspen Drive, Suite 108, Ames, IA 50010; (v) FairPoint
              Communications, Inc. (since 1997; a world telephone company), 521
              East Morehead Street, Suite 250, Charlotte, NC 28202; and (vi)
              21st Century Newspapers, Inc. (since 1997; a newspaper and related
              publications group), 48 West Huron, Pontiac, MI 48342. Mr. Bynum
              was a director of the following: (i) HCI Direct, Inc. (from 1994
              to May 2002; a direct manufacturer of hosiery), 3369 Progress
              Drive, Bensalem, PA 19020; (ii) Scient, Inc. (formerly known as
              IXL Enterprises, Inc.) (from 1995 to 2002; an internet
              professional services provider), 405 Lexington Avenue, 26/th/
              Floor, New York, NY 10174; (iii) Cygnus Publishing, Inc. (from
              1997 to 2001; a trade publication company), 405 Central Avenue,
              Suite 300, St. Petersburg, FL 33701 and (iv) Hillside Broadcasting
              of North Carolina Holding Corp. (from 1995 to 1998; a television
              station), Two Park Place, 1888 Emery Street, 2nd Floor, Atlanta,
              GA 30318. He is also a trustee of Prep for Prep. Mr. Bynum is
              citizen of the United States.

              Philip E. Berney has been a Managing Director of Kelso since 1999.
              From 1993 to 1999, he was a Senior Managing Director and Head of
              the High Yield Capital Markets group at



              Bear, Stearns & Co. (a financial services company), 383 Madison
              Avenue, New York, NY 10179. Mr. Berney is a director of the
              following: (i) ArmKel, LLC (since 2001; a marketer and
              manufacturer of branded personal care consumer products), c/o
              Church & Dwight Co., Inc., 469 North Harrison Street, Princeton,
              NJ, 08543-5297; (ii) CDT Acquisition Corp. (since 1999; a
              developer and manufacturer of display screens), Greenwich House,
              Madingley Rise, Madingley Road, Cambridge, England CB3-OHJ, UK;
              and (iii) Key Components, LLC. (since 2000; a manufacturer of
              furniture, locks, electrical and mechanical components), c/o
              Millbrook Capital Management, 152 West 57th Street, 17th Floor,
              New York, NY 10019. Mr. Berney is a citizen of the United States.

During the last five years, none of the persons or entities referred to in this
Item 3 has been (i) convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or (ii) a party to any judicial or
administrative proceeding that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws.

ITEM 4.  Terms of the Transaction.

       Regulation M-A
       Item 1004

       (a)    Material Terms. The information set forth in the Proxy Statement
              under the following captions is incorporated herein by reference:

                     Summary Term Sheet
                     Questions and Answers about the Merger
                     Summary
                     Special Factors
                     The Merger Agreement
                     The Special Meeting
                     Annex A - Agreement and Plan of Merger, dated as of
                            September 30, 2002.

       (c)    Different Terms. The information set forth in the Proxy Statement
              under the following captions is incorporated herein by reference:

                     Summary Term Sheet
                     Questions and Answers about the Merger
                     Summary - Effects of the Merger
                     Summary - Post-Merger Ownership and Control
                     Summary - Interests of Certain Persons in the Merger
                     Special Factors - Effects of the Merger
                     Special Factors - Post-Merger Ownership and Control
                     Special Factors - Purposes, Reasons and Plans for BWAY
                            After the Merger
                     Special Factors - Interests of Certain Persons in the
                            Merger
                     The Merger Agreement - Structure of the Merger
                     The Merger Agreement - Effect of the Merger on the Capital
                            Stock and Stock Options of BWAY and BCO Acquisition

       (d)    Appraisal Rights. The information set forth in the Proxy Statement
              under the following captions is incorporated herein by reference:



                     Summary Term Sheet
                     Questions and Answers about the Merger
                     Summary - Rights of Dissenting Stockholders
                     Special Factors - Reasons for the Merger; Recommendation of
                            the Special Committee and the Board of Directors
                     Special Factors - Position of Participating Affiliates as
                            to Fairness of the Merger
                     Special Factors - Rights of Dissenting Stockholders
                     The Merger Agreement - Dissenters' Rights
                     Annex C - Section 262 of the Delaware General Corporation
                            Law

       (e)    Provisions For Unaffiliated Security Holders. None.

       (f)    Eligibility For Listing Or Trading. Not applicable.

ITEM 5.  Past Contacts, Transactions, Negotiations and Agreements.

       Regulation M-A
       Item 1005

       (a)    Transactions. The information set forth in the Proxy Statement
              under the following captions is incorporated herein by reference:

                     Special Factors - Background of the Merger
                     Special Factors - Interests of Certain Persons in the
                            Merger
                     Transactions in Shares of Common Stock by Certain Persons

       (b)    Significant Corporate Events. The information set forth in the
              Proxy Statement under the following captions is incorporated
              herein by reference:

                     Summary Term Sheet
                     Summary
                     Special Factors - Background of the Merger
                     Special Factors - Certain Projected Financial Information
                            Prepared by BWAY's Management
                     Special Factors - Interests of Certain Persons in the
                            Merger
                     The Merger Agreement
                     The Voting Agreements
                     Transactions in Shares of Common Stock by Certain Persons

       (c)    Negotiations Or Contacts. The information set forth in the Proxy
              Statement under the caption "Special Factors - Background of the
              Merger" is incorporated herein by reference.

       (e)    Agreements Involving The Subject Company's Securities. The
              information set forth in the Proxy Statement under the following
              captions is incorporated herein by reference:

                     Summary Term Sheet
                     Questions and Answers about the Merger
                     Summary - Effects of the Merger
                     Summary - Post-Merger Ownership and Control
                     Summary - Interests of Certain Persons in the Merger



                     Special Factors - Effects of the Merger
                     Special Factors - Post-Merger Ownership and Control
                     Special Factors - Purposes, Reasons and Plans for BWAY
                            after the Merger
                     Special Factors - Interests of Certain Persons in the
                            Merger
                     Special Factors - Financing of The Merger
                     Special Factors - Repayment of Indebtedness
                     Special Factors - Financial Advisory Agreement
                     The Merger Agreement
                     The Voting Agreements
                     The Special Meeting
                     Security Ownership of Certain Beneficial Owners and
                            Management

ITEM 6.  Purposes of the Transaction and Plans or Proposals.

       Regulation M-A
       Item 1006

       (b)    Use Of Securities Acquired. The information set forth in the Proxy
              Statement under the following captions is incorporated herein by
              reference:

                     Summary Term Sheet
                     Questions and Answers About the Merger
                     Summary - Effects of the Merger
                     Special Factors - Effects of the Merger
                     Special Factors - Post-Merger Ownership and Control
                     Special Factors - Purposes, Reasons and Plans for BWAY
                            after the Merger
                     Special Factors - Interests of Certain Persons in the
                            Merger
                     Special Factors - Rights of Dissenting Stockholders
                     The Merger Agreement - Structure of the Merger
                     The Merger Agreement - Effect of the Merger on the Capital
                            Stock and Stock Options of BWAY and BCO Acquisition
                     The Merger Agreement - Payment for BWAY Common Stock in the
                            Merger
                     The Merger Agreement - Dissenters' Rights

       (c)(1)-(c)(8) Plans. The information set forth in the Proxy Statement
              under the following captions is incorporated herein by reference:

                     Summary Term Sheet
                     Questions and Answers about the Merger
                     Summary
                     Special Factors - Effects of the Merger
                     Special Factors - Post-Merger Ownership and Control
                     Special Factors - Purposes, Reasons and Plans for BWAY
                            after the Merger
                     Special Factors - Interests of Certain Persons in the
                            Merger
                     Special Factors - Financing of the Merger
                     Special Factors - Repayment of Indebtedness
                     Special Factors - Financial Advisory Agreement
                     The Merger Agreement
                     The Voting Agreements
                     The Special Meeting
                     Market Prices and Dividend Information



ITEM 7.  Purposes, Alternatives, Reasons and Effects.

      Regulation M-A
      Item 1013

      (a)    Purposes. The information set forth in the Proxy Statement under
             the following captions is incorporated herein by reference:

                 Summary Term Sheet
                 Questions and Answers about the Merger
                 Special Factors - Effects of the Merger
                 Special Factors - Post-Merger Ownership and Control
                 Special Factors - Background of the Merger
                 Special Factors - Reasons for the Merger; Recommendation of the
                     Special Committee and the Board of Directors
                 Special Factors - Position of Participating Affiliates as to
                     Fairness of the Merger
                 Special Factors - Purposes, Reasons and Plans for BWAY after
                     the Merger

      (b)    Alternatives. The information set forth in the Proxy Statement
             under the following captions is incorporated herein by reference:

                 Special Factors - Background of the Merger
                 Special Factors - Reasons for the Merger; Recommendation of the
                     Special Committee and the Board of Directors
                 Special Factors - Purposes, Reasons and Plans for BWAY after
                     the Merger
                 Special Factors - Conduct of the Business of BWAY if the Merger
                     is not Completed

      (c)    Reasons. The information set forth in the Proxy Statement under the
             following captions is incorporated herein by reference:

                 Special Factors - Effects of the Merger
                 Special Factors - Post-Merger Ownership and Control
                 Special Factors - Background of the Merger
                 Special Factors - Reasons for the Merger; Recommendation of the
                     Special Committee and the Board of Directors
                 Special Factors - Position of Participating Affiliates as to
                     the Fairness of the Merger
                 Special Factors - Purposes, Reasons and Plans for BWAY after
                     the Merger

      (d)    Effects. The information set forth in the Proxy Statement under the
             following captions is incorporated herein by reference:

                 Summary Term Sheet
                 Questions and Answers about the Merger
                 Summary
                 Special Factors
                 The Merger Agreement - Effect of the Merger on the Capital
                     Stock and Stock Options of BWAY and BCO Acquisition
                 The Merger Agreement - Payment for BWAY Common Stock in the
                     Merger



                 The Merger Agreement - Dissenters' Rights
                 The Special Meeting
                 Market Prices and Dividend Information

ITEM 8.  Fairness of the Transaction.

      Regulation M-A
      Item 1014

      (a)    Fairness. The information set forth in the Proxy Statement under
             the following captions is incorporated herein by reference:

                 Summary - Recommendation of the Special Committee and the Board
                     of Directors
                 Summary - Opinion of the Special Committee's Financial Advisor
                 Special Factors - Background of the Merger
                 Special Factors - Reasons for the Merger; Recommendation of the
                     Special Committee and the Board of Directors
                 Special Factors - Opinion of the Special Committee's Financial
                     Advisor
                 Special Factors - Position of Participating Affiliates as to
                     the Fairness of the Merger
                 Special Factors - Purposes, Reasons and Plans for BWAY after
                     the Merger
                 The Special Meeting - Purpose, Time and Place
                 The Special Meeting - Quorum, Required Vote

      (b)    Factors Considered In Determining Fairness. The information set
             forth in the Proxy Statement under the following captions is
             incorporated herein by reference:

                 Summary - Recommendation of the Special Committee and the Board
                     of Directors
                 Summary - Opinion of the Special Committee's Financial Advisor
                 Special Factors - Reasons for the Merger; Recommendation of the
                     Special Committee and the Board of Directors
                 Special Factors - Members of the Special Committee
                 Special Factors - Opinion of the Special Committee's Financial
                     Advisor
                 Special Factors - Position of Participating Affiliates as to
                     the Fairness of the Merger
                 Special Factors - Purposes, Reasons and Plans for BWAY after
                     the Merger
                 Special Factors - Interests of Certain Persons in the Merger

      (c)    Approval Of Security Holders. The information set forth in the
             Proxy Statement under the following captions is incorporated herein
             by reference:

                 Summary Term Sheet
                 Summary - Vote Required
                 The Special Meeting - Record Date; Voting Rights
                 The Special Meeting - Quorum; Required Vote

      (d)    Unaffiliated Representative. The information set forth in the Proxy
             Statement under the following captions is incorporated herein by
             reference:



                 Summary Term Sheet
                 Questions and Answers about the Merger
                 Summary - Recommendation of the Special Committee and the Board
                     of Directors
                 Summary - Opinion of the Special Committee's Financial Advisor
                 Special Factors - Background of the Merger
                 Special Factors - Reasons for the Merger; Recommendation of the
                     Special Committee and the Board of Directors
                 Special Factors - Members of the Special Committee
                 Special Factors - Opinion of the Special Committee's Financial
                     Advisor
                 Special Factors - Position of Participating Affiliates as to
                     the Fairness of the Merger
                 Special Factors - Purposes, Reasons and Plans for BWAY after
                     the Merger

      (e)    Approval Of Directors. The information set forth in the Proxy
             Statement under the following captions is incorporated herein by
             reference:

                 Summary - Recommendation of the Special Committee and the Board
                     of Directors
                 Special Factors - Background of the Merger
                 Special Factors - Reasons for the Merger; Recommendation of the
                     Special Committee and the Board of Directors
                 Special Factors - Members of the Special Committee
                 Special Factors - Opinion of the Special Committee's Financial
                     Advisor
                 The Special Meeting - Purpose, Time and Place

      (f)    Other Offers. The information set forth in the Proxy Statement
             under the following captions is incorporated herein by reference:

                 Special Factors - Background of the Merger
                 Special Factors - Reasons for the Merger; Recommendation of the
                     Special Committee and the Board of Directors

ITEM 9.  Reports, Opinions, Appraisals and Negotiations.

      Regulation M-A
      Item 1015

      (a)    Report, Opinion Or Appraisal. The information set forth in the
             Proxy Statement under the following captions is incorporated herein
             by reference:

                 Summary - Opinion of the Special Committee's Financial Advisor
                 Special Factors - Background of the Merger
                 Special Factors - Reasons for the Merger; Recommendation of the
                     Special Committee and the Board of Directors
                 Special Factors - Opinion of the Special Committee's Financial
                     Advisor
                 Annex B - Opinion of William Blair & Company, L.L.C.

      (b)    Preparer And Summary Of The Report, Opinion Or Appraisal. The
             information set forth in the Proxy Statement under the following
             captions is incorporated herein by reference:



                 Summary - Opinion of the Special Committee's Financial Advisor
                 Special Factors - Background of the Merger
                 Special Factors - Reasons for the Merger; Recommendation of the
                     Special Committee and the Board of Directors
                 Special Factors - Opinion of the Special Committee's Financial
                     Advisor
                 Annex B - Opinion of William Blair & Company, L.L.C.

      (c)     Availability Of Documents. The reports, opinions or appraisal
              referenced in this Item 9 will be made available for inspection
              and copying at the principal executive offices of BWAY during its
              regular business hours by any interested holder of BWAY common
              stock or any representative who has been designated in writing.

ITEM 10. Source and Amount of Funds or Other Consideration.

      Regulation M-A
      Item 1007

      (a)-(d) Source Of Funds; Conditions; Expenses; Borrowed Funds. The
              information set forth in the Proxy Statement under the following
              captions is incorporated herein by reference:

                 Summary Term Sheet
                 Questions and Answers about the Merger
                 Special Factors - Post-Merger Ownership and Control
                 Special Factors - Interests of Certain Persons in the Merger
                 Special Factors - Financing of the Merger
                 Special Factors - Interests of Certain Persons in the Merger
                 Special Factors - Financial Advisory Agreement
                 Special Factors - Estimated Fees and Expenses
                 The Merger Agreement - Financing Covenants

ITEM 11. Interest in Securities of the Subject Company.

      Regulation M-A
      Item 1008

      (a)     Securities Ownership. The information set forth in the Proxy
              Statement under the following captions is incorporated herein by
              reference:

                 Special Factors - Post-Merger Ownership and Control
                 Security Ownership of Certain Beneficial Owners and Management
                 Transactions in Shares of Common Stock by Certain Persons

      (b)     Securities Transactions. The information set forth in the Proxy
              Statement under the caption "Transactions in Shares of Common
              Stock By Certain Persons" is incorporated herein by reference.

ITEM 12. The Solicitation or Recommendation.

      Regulation M-A
      Item 1012



      (d)     Intent To Tender Or Vote In A Going-Private Transaction. The
              information set forth in the Proxy Statement under the following
              captions is incorporated herein by reference:

                 Summary Term Sheet
                 Questions and Answers about the Merger
                 Summary - Interests of Certain Persons in the Merger
                 Special Factors - Effects of the Merger
                 Special Factors - Post-Merger Ownership and Control
                 Special Factors - Interests of Certain Persons in the Merger
                 The Merger Agreement - Effects of the Merger on the Capital
                     Stock and Stock Options of BWAY and BCO Acquisition
                 The Voting Agreements
                 The Special Meeting - Record Date; Voting Rights
                 The Special Meeting - Quorum; Required Vote

      (e)     Recommendation Of Others. The information set forth in the Proxy
              Statement under the following captions is incorporated herein by
              reference:

                 Summary Term Sheet
                 Questions and Answers about the Merger
                 Summary - Recommendation of the Special Committee and the Board
                     of Directors
                 Special Factors - Reasons for the Merger; Recommendation of the
                     Special Committee and the Board of Directors
                 Special Factors - Position of Participating Affiliates as to
                     the Fairness of the Merger
                 Special Factors - Purposes, Reasons and Plans for BWAY after
                     the Merger
                 Special Factors - Interests of Certain Persons in the Merger
                 The Voting Agreements
                 The Special Meeting - Purpose, Time and Place

ITEM 13. Financial Statements.

      Regulation M-A
      Item 1010

      (a)     Financial Information. The information set forth in the Proxy
              Statement under the following captions is incorporated herein by
              reference:

                 Summary - Selected Historical Consolidated Financial Data
                 Additional Information - Where You Can Find More Information

              In addition, the information set forth in the Consolidated
              Financial Statements included in BWAY's Current Report on Form 8-K
              filed on November 8, 2002 is incorporated herein by reference.

      (b)     Pro Forma Information. Not applicable.

ITEM 14. Persons/Assets, Retained, Employed, Compensated or Used.

      Regulation M-A



       Item 1009

       (a)    Solicitations Or Recommendations. The information set forth in the
              Proxy Statement under the following captions is incorporated
              herein by reference:

                     Summary Term Sheet
                     Questions and Answers about the Merger
                     Summary - Reasons for the Merger; Recommendation of the
                            Special Committee and the Board of Directors
                     Summary - Opinion of the Special Committee's Financial
                            Advisor
                     Special Factors - Background of the Merger
                     Special Factors - Reasons for the Merger; Recommendation of
                            the Special Committee and the Board of Directors
                     Special Factors - Opinion of the Special Committee's
                            Financial Advisor
                     Special Factors - Interests of Certain Persons in the
                            Merger
                     Special Factors - Potential Fraudulent Conveyance Challenge
                            to the Merger
                     Special Factors - Estimated Fees and Expenses
                     The Merger Agreement - Conditions to the Merger
                     The Special Meeting - Purpose, Time and Place
                     The Special Meeting - Proxies; Solicitation
                     Annex B - Opinion of William Blair & Company, L.L.C.

       (b)    Employees And Corporate Assets. The information set forth in the
              Proxy Statement under the following captions is incorporated
              herein by reference:

                     Summary Term Sheet
                     Summary - Interests of Certain Persons in the Merger
                     Special Factors - Post-Merger Ownership and Control
                     Special Factors - Background of the Merger Special
                     Factors - Interests of Certain Persons in the Merger
                     The Special Meeting - Proxies; Solicitation

ITEM 15. Additional Information.

       Regulation M-A
       Item 1011

       (b)    Other Material Information. The entirety of the Proxy Statement,
              including all annexes thereto, is incorporated herein by
              reference.

ITEM 16. EXHIBITS.

       Regulation M-A
       Item 1016

       (a)(1) Letter to Stockholders. (1)

       (a)(2) Notice of Special Meeting of Stockholders. (1)

       (a)(3) Preliminary Proxy Statement. (1)



       (b)(1)  Senior Secured Credit Facility Commitment Letter, dated
               September, 30 2002, by and among BCO Acquisition and Deutsche
               Bank Trust Company Americas.

       (b)(2)  Bridge Loan Commitment Letter, dated September 30, 2002, by and
               among BCO Holding, BCO Acquisition and Deutsche Bank Trust
               Corporation.

       (c)(1)  Opinion of William Blair & Company, L.L.C., dated as of September
               30, 2002. (2)

       (d)(1)  Exchange Agreement, dated September 30, 2002, by and among BCO
               Holding and Jean-Pierre Ergas. (3)

       (d)(2)  Exchange Agreement, dated September 30, 2002, by and among BCO
               Holding and Warren Hayford. (3)

       (d)(3)  Exchange Agreement, dated September 30, 2002, by and among BCO
               Holding and Mary Lou Hayford. (3)

       (d)(4)  Exchange Agreement, dated September 30, 2002, by and among BCO
               Holding and Thomas Eagleson. (3)

       (d)(5)  Exchange Agreement, dated September 30, 2002, by and among BCO
               Holding and Kevin Kern. (3)

       (d)(6)  Exchange Agreement, dated September 30, 2002, by and among BCO
               Holding and Jeffrey O'Connell. (3)

       (d)(7)  Exchange Agreement, dated September 30, 2002, by and among BCO
               Holding and Kenneth Roessler. (3)

       (d)(8)  Voting Agreement, dated September 30, 2002, by and among BCO
               Holding and Jean-Pierre Ergas. (4)

       (d)(9)  Voting Agreement, dated September 30, 2002, by and among BCO
               Holding and Warren Hayford. (4)

       (d)(10) Voting Agreement, dated September 30, 2002, by and among BCO
               Holding and Mary Lou Hayford. (4)

       (f)     Section 262 of the Delaware General Corporation Law. (5)

       (g)     None.

___________________

       (1)     Incorporated herein by reference to the Preliminary Proxy
               Statement on Schedule 14A filed on November 8, 2002.

       (2)     Incorporated herein by reference to Annex B to the Preliminary
               Proxy Statement of Schedule 14A filed on November 8, 2002.

       (3)     Incorporated herein by reference to the Schedule 13D filed by BCO
               Holding Company on October 10, 2002.



       (4)     Incorporated herein by reference to the Form 8-K filed by BWAY
               Corporation on October 3, 2002.

       (5)     Incorporated herein by reference to Annex C to the Preliminary
               Proxy Statement of Schedule 14A filed on November 8, 2002.



       SIGNATURES

       After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

       Date: November 8, 2002

                                   BWAY CORPORATION

                                   /s/ Jean-Pierre Ergas
                                   -------------------------
                                   Name: Jean-Pierre Ergas
                                   Title: Chairman and Chief Executive Officer

                                   BCO HOLDING COMPANY

                                   /s/ James J. Connors II
                                   -------------------------
                                   Name: James J. Connors II
                                   Title: Vice President

                                   BCO ACQUISITION, INC.

                                   /s/ James J. Connors II
                                   -------------------------
                                   Name: James J. Connors II
                                   Title: Vice President

                                   BWAY FINANCE CORP.

                                   /s/ James J. Connors II
                                   -------------------------
                                   Name: James J. Connors II
                                   Title: Vice President

                                   KELSO INVESTMENT ASSOCIATES VI, L.P.,
                                   BY: KELSO GP VI, LLC, ITS GENERAL
                                   PARTNER

                                   /s/ David I. Wahrhaftig
                                   -------------------------
                                   Name: David I. Wahrhaftig
                                   Title: Managing Member

                                   KEP VI, LLC

                                   /s/ David I. Wahrhaftig
                                   -------------------------
                                   Name: David I. Wahrhaftig
                                   Title: Managing Member



                                   JEAN-PIERRE ERGAS

                                   /s/ Jean-Pierre Ergas
                                   --------------------------
                                   Name: Jean-Pierre Ergas

                                   WARREN HAYFORD

                                   /s/ Warren Hayford
                                   --------------------------
                                   Name: Warren Hayford

                                   MARY LOU HAYFORD

                                   /s/ Mary Lou Hayford
                                   --------------------------
                                   Name: Mary Lou Hayford

                                   KEVIN KERN

                                   /s/ Kevin Kern
                                   --------------------------
                                   Name: Kevin Kern

                                   THOMAS EAGLESON

                                   /s/ Thomas Eagleson
                                   --------------------------
                                   Name: Thomas Eagleson

                                   KENNETH ROESSLER

                                   /s/ Kenneth Roessler
                                   --------------------------
                                   Name: Kenneth Roessler

                                   JEFFREY O'CONNELL

                                   /s/ Jeffrey O'Connell
                                   --------------------------
                                   Name: Jeffrey O'Connell