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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended June 30, 2004

OR

Commission File Number: 333-88157

CONSOLIDATED CONTAINER COMPANY LLC

(Exact name of registrant as specified in its charter)

3101 Towercreek Parkway, Suite 300,

Atlanta, Georgia 30339

(Address of principal executive offices)

Telephone number: (678) 742-4600

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Acts).    Yes  ¨    No  x

As of August 4, 2004, there were 1,000 of the registrant’s member units outstanding.

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CONSOLIDATED CONTAINER COMPANY LLC

INDEX

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Amounts in thousands)

See notes to condensed consolidated financial statements.

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CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(Amounts in thousands)

See notes to condensed consolidated financial statements.

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CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in thousands)

See notes to condensed consolidated financial statements.

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CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION AND BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Consolidated Container Company LLC (the “Company”) have been prepared in accordance with Rule 10-01 of Regulation S-X for interim financial statements required to be filed with the Securities and Exchange Commission and accounting principles generally accepted in the United States of America applicable to interim financial statements. In the opinion of management, all adjustments (consisting only of usual recurring adjustments considered necessary for a fair presentation) are reflected in the accompanying unaudited condensed consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2003 is derived from audited financial statements. The condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. Results of operations and cash flows for the six months ended June 30, 2004 and the corresponding balance sheet as of June 30, 2004 are not necessarily indicative of the results to be expected for the full year ending December 31, 2004.

The Company is wholly owned by Consolidated Container Holdings LLC, a Delaware limited liability company (“Holdings”). The common units of Holdings are 24.7% owned by Reid Plastics Holdings Inc., 16.6% owned by Vestar Packaging LLC, 13.5% owned by Vestar CCH LLC, and 45.0% owned by Franklin Plastics Inc., a subsidiary of Dean Foods Company. Each of Reid Plastics Holdings Inc., Vestar CCH LLC, and Vestar Packaging LLC are controlled by Vestar Capital Partners, III L.P. and its affiliates. Additionally, as discussed more fully below, Holdings recently issued Series B Convertible Preferred Units, which are 73.4% owned by Vestar CCH Preferred LLC, which is also controlled by Vestar Capital Partners, III L.P. and its affiliates, and 26.6% owned by Franklin Plastics Inc.

Certain amounts in the 2003 financial statements have been reclassified to conform to the 2004 presentation.

2. INVENTORIES

Inventories consisted of the following at June 30, 2004, and December 31, 2003:

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CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

3. REVOLVING CREDIT FACILITY AND LONG-TERM DEBT

Long-term debt consisted of the following at June 30, 2004, and December 31, 2003:

In connection with its formation in 1999, the Company issued senior subordinated notes in a private placement under Rule 144A of the Securities Act of 1933, as amended, and entered into a senior credit facility providing for various term loans, revolving loans and letters of credit.

On May 20, 2004, the Company entered into a new senior credit facility (the “Senior Credit Facility”) that included a $220.0 million term loan and a $45.0 million revolving credit facility (the “Revolver”), of which $10.0 million was drawn on the transaction date. On the same date, the Company issued $207.0 million aggregate principal amount due at maturity of 10 ¾% senior secured discount notes which generated net proceeds of approximately $150.1 million in a private placement under Rule 144A of the Securities Act of 1933, as amended. Additionally, the Company’s parent, Consolidated Container Holdings LLC, made a $45.0 million capital contribution from the proceeds of its sale of Series B Convertible Preferred Units. The proceeds from the new term loan, the senior secured discount notes and the capital contribution were used to permanently repay our outstanding borrowings, accrued interest, and deferred obligations under our then existing senior credit facility, and fees of approximately $12.0 million related to the refinancing. These expenses have been deferred and are included in intangibles and other assets in the accompanying condensed consolidated balance sheet and are being amortized ratably over the terms of the applicable debt. The retirement of our then existing debt also required the write-off of related deferred financing costs in the amount of $6.5 million, which is included in interest expense in the accompanying condensed consolidated statement of operations and comprehensive loss.

Senior Credit Facility—The Senior Credit Facility consists of a term loan with a total original principal amount of $220.0 million and a $45.0 million revolving credit facility. The term loan facilities and Revolver are summarized below:

Term Loan

The term loan was originally $220.0 million in principal, all of which was outstanding at June 30, 2004. The Company is required to repay the term loan in quarterly installments of $550,000 commencing September 30, 2004 and continuing through September 2008, with the remaining balance due December 15, 2008.

Revolver

The commitment amount under the Revolver was $45.0 million as of June 30, 2004, of which no principal amount was outstanding. Additionally, as of June 30, 2004 the Company had approximately $13.6 million of outstanding letters of credit under the Revolver. The Revolver will terminate on December 15, 2008 and all outstanding revolving loans will be due and payable on that date.

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CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Borrowings under the Senior Credit Facility bear interest, at the Company’s option, at either:

As of June 30, 2004, the term loan bore interest at rates ranging from 4.7% to 5.1%. Interest on base rate loans is paid on a quarterly basis. Interest on Eurodollar loans is paid on the last day of each interest period applicable thereto, and, if the interest period is longer than three months, on the date occurring at three month intervals after the first day of the interest period. In addition, the Company pays a commitment fee on the unused commitments under the revolving credit facilities ranging from 0.50% to 0.75% on an annual basis dependent on its secured term debt leverage ratio, payable quarterly in arrears.

The Senior Credit Facility also provides for mandatory repayments from the net proceeds of asset sales, debt issuances, a portion of equity issuances, a portion of excess cash flow and insurance recoveries and condemnation events. No such payments were required for the period ended June 30, 2004.

Senior Secured Discount Notes—In May, 2004 the Company completed an offering of $207.0 million aggregate principal amount at maturity of 10 ³/4% senior secured discount notes, which generated net proceeds of approximately $150.1 million at issuance. The notes will mature on June 15, 2009. The fair value of the Company’s long-term debt is based on quoted market prices. At June 30, 2004, the estimated fair value of the senior secured discount notes was $157.3 million.

Unless the Company elects to accrue and pay cash interest as described below, the interest on the notes, combined with the initial proceeds, will accrete to $207.0 million during the period from the issue date of the notes until June 15, 2007 at a rate of 10 ³/4% per annum, compounded semiannually on June 15 and December 15 of each year. The Company amortizes the discount on these notes to long-term debt using the effective interest method. The Company is required to accrue and pay cash interest on the notes semi-annually on each June 15 and December 15 at a rate of 10 ³/4% per annum, with cash interest payments in arrears commencing on December 15, 2007.

At the Company’s option, it may irrevocably elect to commence accruing cash interest before June 15, 2007. If such an election is made, the Company must make that election on or before the interest payment date preceding the first cash interest payment. Additionally, once the election is made to begin accruing and paying cash interest, (i) the Company will be obligated to pay cash interest on all subsequent interest payment dates, (ii) the notes will cease to accrete in principal amount and (iii) the outstanding principal amount at maturity will be equal to the accreted value of the new notes as of the date on which the notes commenced accruing cash interest.

Senior Subordinated Notes—The senior subordinated notes were issued on July 2, 1999, have an original face value of $185.0 million and are due in full on July 15, 2009. The notes bear interest at a fixed interest rate of 10 ¹/8%, payable semiannually in July and January of each year. At June 30, 2004, the estimated fair value of the senior subordinated notes was $163.7 million.

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CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The obligations under the Senior Credit Facility on a first-priority basis and obligations under the senior secured discount notes on a second-priority basis are (i) secured by substantially all of the assets of Holdings (in the case of the Senior Credit Facility) and its direct and indirect domestic subsidiaries and (ii) guaranteed (on a joint and several basis) by the Company’s direct and indirect domestic subsidiaries other than Consolidated Container Capital Inc., (in the case of the senior secured discount notes) and, in each case, are subject to customary exceptions. The separate financial statements of each guaranteeing subsidiary are not presented because the Company’s management has concluded that such financial results, separate and apart from the Company’s results, are not material to investors.

The Senior Credit Facility, the senior secured discount notes, and/or the senior subordinated notes contain covenants that restrict, among other things, the Company’s ability to: (i) make certain restricted payments; (ii) incur additional debt or issue preferred equity; (iii) pay dividends or make distributions on our equity interests or repurchase our equity interests; (iv) repurchase subordinated indebtedness; (v) issue stock of subsidiaries; (vi) make certain investments; (vii) create liens on our assets; (viii) enter into transactions with affiliates; (ix) merge or consolidate with another company; (x) sell, lease or otherwise dispose of our assets; (xi) enter sales and leaseback transactions; and (xii) make capital expenditures above specified levels. The Senior Credit Facility has financial maintenance covenants regarding first-lien debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”), total secured debt to Consolidated EBITDA and interest coverage. Additionally, the Senior Credit Facility contains a maximum capital spending covenant. At June 30, 2004, the Company was in compliance with all covenants under the Senior Credit Facility, the senior secured discount notes and the senior subordinated notes.

Scheduled Maturities—The scheduled annual maturities of long-term debt at June 30, 2004, were as follows (in thousands):

4. RESTRUCTURING ACCRUALS

The restructuring accruals relate to previous restructurings in conjunction with the acquisition of Suiza Packaging assets in 1999 and the closure of facilities in 1997. The liability related to these restructurings as of June 30, 2004, relates primarily to remaining lease commitments, which extend through December 2015.

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CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Reconciliation of the restructuring accruals for the six months ended June 30, 2004 was as follows:

Items charged to the accruals were cash items, including lease and property tax payments, partially offset by receipts from sub-leases.

5. RELATED PARTY TRANSACTIONS

The Company had net sales to Dean Foods Company and its affiliates of approximately $87.2 million and $80.1 million for the six months ended June 30, 2004 and 2003, respectively. Accounts receivable from Dean Foods, net of amounts owed at June 30, 2004, and December 31, 2003, amounted to approximately $10.9 million and $12.0 million, respectively.

In connection with the refinancing in May 2004, Consolidated Container Holdings sold 45,000 Series B Convertible Preferred Units to Vestar CCH Preferred LLC, an affiliate of Vestar Capital Partners III, L.P., and to Franklin Plastics, Inc., an affiliate of Dean Foods Company, for $1,000 per unit in cash. Consolidated Container Holdings then made a capital contribution to the Company of the $45.0 million in proceeds received from the sale of the Series B Convertible Preferred Units. This contribution, offset by the associated issuance costs for which the Company paid on behalf of Holdings, has been recorded in Member’s Deficit.

Additional ongoing contractual relationships with related parties are documented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. Separate quarterly disclosure of these relationships is not deemed necessary due to the immateriality of the amounts involved or the static nature of the arrangements.

6. GUARANTOR FINANCIAL STATEMENTS

Separate financial statements of the subsidiary guarantors are not included herewith as management has determined that such information is not material to investors because (i) the subsidiary guarantors constitute substantially all of the Company’s direct and indirect subsidiaries and have fully and unconditionally guaranteed the notes on a joint and several basis, and (ii) Holdings is a holding company with no assets, operations or cash flow separate from its investment in the Company and its subsidiaries.

7. STOCK-BASED COMPENSATION

Effective July 1, 2002, the Company adopted the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation”, prospectively to all employee awards granted, modified, or settled after January 1, 2002. The effect on net income in both of the six month periods ended June, 2004 and 2003 if the fair value based method had been applied to all outstanding and unvested awards prior to January 1, 2002 would not have been material. Compensation cost charged against income for the six months ended June 30, 2004 and 2003 was $0.3 million and $0.4 million, respectively.

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CONSOLIDATED CONTAINER COMPANY LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

8. PENSION AND POST-RETIREMENT BENEFITS

The components of net periodic benefit costs of the pension and other post-retirement benefits for the three months and six months ended June 30, 2004 and 2003 are as follows:

The Company previously disclosed in its financial statements for the year ended December 31, 2003, that it expected to contribute $9.7 million to its defined benefit pension plans in 2004. As of June 30, 2004, $1.7 million of contributions have been made. The Company anticipates contributing an additional $6.1 million to fund its defined benefit pension plans in 2004 for a total of $7.9 million. The decrease in required funding was due to legislative changes enacted in April 2004.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

We are a leading North American developer, manufacturer, and marketer of rigid plastic containers for many of the largest branded consumer products, beverage and dairy companies in the world. We serve our customers with a wide range of manufacturing capabilities and services through a domestic, nationwide network of 60 strategically located manufacturing facilities and a research, development and engineering center located in Atlanta, Georgia. In addition, we have four international manufacturing facilities in Canada, Mexico and Puerto Rico. In 2003, we sold containers to the dairy, water, juice & other beverage, household chemical & personal care, agricultural & industrial chemical, food and automotive sectors. Our container product line ranges in size from two-ounce to six-gallon containers and consists of single and multi-layer plastic containers made from a variety of plastic resins, including high-density polyethylene (“HDPE”), polycarbonate (“PC”), polypropylene (“PP”), and polyethylene terephthalate (“PET”).

Management believes that the following factors are critical to our success:

Although we convert primarily HDPE as our principal raw material, and HDPE has exhibited a high degree of price volatility, in general, this has not affected our overall results. Our operating profit is typically not significantly impacted because, generally speaking, industry practices and many of our agreements with our customers permit us to pass-through substantially all changes in HDPE (and other resin) prices to our customers. We would note, however, that we cannot guarantee that we will always have the ability to pass through such increases, especially if our customers were unable to pass such increased costs on to their end-customers.

We do not pay U.S. federal income taxes under the provisions of the Internal Revenue Code, as respective shares of the applicable income or loss based on ownership are included in the tax returns of our owners. We may make tax distributions to our owners to reimburse them for such tax obligations, if any, as they arise.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make judgments, assumptions and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Note 1 to the consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2003, describes the significant accounting policies and methods used in the preparation of the consolidated financial statements. Estimates are used for, but not limited to, the accounting for the allowance for doubtful accounts, customer claim accruals, worker’s compensation and benefit plan accruals, provisions for closed facilities and related severances, and other contingencies. Actual results could differ from these estimates. The following critical accounting policies are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements.

The allowance for doubtful accounts is based on our assessment of how much of specific customer accounts will be collected and what portion of the remaining customer accounts will not be collected. Our specific review is focused on our significant customers and overdue balances. Our review of the remaining, individually smaller customer balances is based on historical rates of default and other economic and industry information, which may impact our customers’ collective ability to pay. If there is an unanticipated deterioration of a major customer’s credit worthiness or if actual defaults are higher than our historical experience, our estimates of the recoverability of amounts due us could be adversely affected.

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A reserve for worker’s compensation claims is established based on claim count information and historical loss data. If actual future claims experience does not reflect historical data, our expense could be affected and adversely affect our financial results.

Accounting for employee retirement plans involves estimating the cost of benefits that are to be provided in the future and attempting to match, for each employee, that estimated cost to the period worked. To accomplish this, extensive use is made of advice from actuaries and assumptions are made about inflation, investment returns, mortality, employee turnover, and discount rates that ultimately impact amounts recorded. While we believe that the amounts recorded in the accompanying financial statements related to these retirement plans are based on the best estimates and judgments available to us, the actual outcomes could differ from our estimates.

We test goodwill for impairment annually, on December 31, and between annual measurement dates if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Our assessment of goodwill is based on the requirements of SFAS No. 142, “Goodwill and Other Intangible Assets,” which requires management to estimate the fair value of the company (as we have only one reporting unit) and if applicable the fair value of our assets and liabilities. Determination of fair value is dependent upon many factors including management’s estimate of future cash flows, appropriate discount rates, identification and evaluation of comparable businesses and amounts paid in market transactions for the sale of comparable businesses. Any one of a number of future events could cause us to conclude that impairment indicators exist and that the carrying value of these assets cannot be recovered.

We periodically test our long-lived assets for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Accordingly, long-lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. We adopted SFAS No. 144 on January 1, 2002, which did not have a material affect on our consolidated financial statements. Our judgments regarding the existence of impairment indicators are based on legal factors, market conditions and the operational performance of our businesses. Actual impairment losses incurred could vary significantly from amounts that we estimate. Additionally, future events could cause us to conclude that impairment indicators exist and that associated long-lived assets of our businesses are impaired. Any resulting impairment loss could have a material adverse impact on our financial condition and results of operations.

We are subject to the possibility of various loss contingencies arising in the ordinary course of business. When determining loss contingencies, we consider the likelihood of the loss or impairment of an asset, the likelihood of the incurrence of a liability, and our ability to reasonably estimate the amount of any loss. An estimated loss contingency is accrued when it is probable that a liability has been incurred or an asset has been impaired and the amount of loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

Results of Operations

Three months ended June 30, 2004, compared to three months ended June 30, 2003

Net Sales. Net sales for the second quarter of 2004 were $190.3 million, an increase of $2.2 million or 1.1%, compared to $188.1 million for the same period of 2003. Sales for the quarter compared to the same period last year would be approximately the same after adjusting for the higher average resin prices prevailing during the

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second quarter of 2004. Sales for the quarter compared to the prior year were negatively impacted by the closure of one facility, the sale of two other facilities, as well as weaker volumes at a few large customers. These negative impacts were offset primarily by new business that was commercialized during the first and second quarters of this year.

Gross Profit. Gross profit for the second quarter of 2004 was $26.1 million, an increase of $4.8 million or 22.3%, compared to $21.3 million for the same period of 2003. The increase in gross profit was driven primarily by $1.3 million of lower direct labor costs in the plants, and lower lease and insurance expense of $1.5 million.

Selling, General, and Administrative Expense. Selling, general and administrative expense (“SG&A”) includes, non-production related costs, including salaries, benefits, travel, rent, etc. for our corporate functions (such as executive management, sales, procurement, finance, accounting, human resources, etc.). For the second quarter of 2004, SG&A was $11.8 million, a decrease of $0.5 million or 4.0%, compared to $12.2 million for the same period of 2003. This change resulted from a decrease of approximately $1.5 million primarily generated by our cost management initiatives implemented in the second half of 2003 impacting areas such as third-party contractor fees, travel and entertainment, lease expense and salaries. These improvements were partially offset by an increase in incentive compensation expense of $1.0 million, reflecting our improved operating and financial results.

Amortization Expense. Amortization expense primarily includes the amortization of acquired contracts and non-compete agreements. For the second quarter of 2004, amortization expense decreased by $0.3 million or 97.5%, compared to the same period in 2003. The change was primarily attributable to the completion of our amortization of the supply agreement related to our purchase of Reid Mexico, S.A. de C.V.

(Loss) Gain on Disposal of Assets. Loss on disposal of assets for the second quarter of 2004 was $0.4 million, compared to a gain of $0.2 million for the same period of 2003. The change was due to several factors, including the closing of a plant and the disposal of obsolete equipment.

Operating Income. Operating income for the second quarter of 2004 was $13.8 million, an increase of $5.0 million, or 57.1%, compared to $8.8 million for the same period of 2003. The increase in operating income was primarily due to the increase in gross profit and the improvement in SG&A, partially offset by the loss on disposal of assets, all of which are discussed in more detail above.

Interest Expense. Interest expense primarily includes interest as set forth in the terms of our senior credit facility, senior secured discount notes and senior subordinated notes and the amortization of deferred financing fees. Interest expense for the second quarter of 2004 was $20.1 million, an increase of $6.1 million or 43.9%, compared to $14.0 million for the same period of 2003. This change was primarily attributable to the write-off of the deferred financing fees from the former senior credit facility, which totaled $6.5 million, partially offset by a more favorable interest agreement in the new senior credit facility.

Net Loss. Net loss for second quarter of 2004 was $6.3 million, compared to net loss of $5.2 million for the same period of 2003. This change of $1.1 million was due to the $6.1 million increase in interest expense due to the refinancing of the senior credit facility, offset by the $5.0 million increase in operating income.

Six months ended June 30, 2004, compared to six months ended June 30, 2003

Net Sales. Net sales for the first half of 2004 were $375.7 million, an increase of $3.1 million or 0.8%, compared to $372.6 million for the same period of 2003. Excluding the impact on sales revenue of higher HDPE prices during the first six months of this year, sales would have been approximately $365.7 million, a decrease of $6.9 million from the same period of time during 2003. This decrease was primarily attributable to the closure of one facility, the sale of two other facilities, as well as weaker volumes at a few large customers.

Gross Profit. Gross profit for the first half of 2004 was $49.1 million, an increase of $6.2 million or 14.5%, compared to $42.9 million for the first half of 2003. The increase in gross profit was driven primarily by lower direct labor costs of $2.1 million and lower lease and insurance expenses of $2.4 million.

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Selling, General, and Administrative Expense. For the first half of 2004, SG&A was $23.0 million, a decrease of $1.7 million or 6.8%, compared to $24.7 million for the same period of 2003. This change resulted from approximately $2.9 million of savings primarily generated by our cost management initiatives implemented in the second half of 2003 impacting areas such as salary and benefits, third-party contractor fees, travel, lease expense and various other expenses. These improvements were partially offset by an increase in incentive compensation expense of $1.2 million, reflecting our improved operating and financial results.

Amortization Expense. For the first half of 2004, amortization expense decreased by $0.6 million or 97.4%, compared to the same period in 2003. The change was primarily attributable to the completion of our amortization of the supply agreement related to our purchase of Reid Mexico, S.A. de C.V. at the end of 2003.

(Loss) Gain on Disposal of Assets. Loss on disposal of assets for the first half of 2004 was $1.1 million compared to a gain of $0.4 million for the same period of 2003. The change was due to the closing of two plants and the disposal of obsolete equipment during the first half of 2004.

Operating Income. Operating income for the first half of 2004 was $24.7 million, an increase of $7.2 million, or 41.2%, compared to $17.5 million for the same period of 2003. The majority of the increase in operating income was due to higher gross profit and improvements in SG&A and amortization, partially offset by the loss on the disposal of assets, all of which are discussed in more detail above.

Interest Expense. For the first half of 2004, interest expense was $34.1 million, an increase of $5.5 million or 19.3% compared to $28.6 million for the same period of 2003. This increase is primarily due to the write-off of deferred financing fees related to our former senior credit facility, which totaled $6.5 million. This amount is also partially offset by a more favorable interest agreement in association with our new senior credit facility.

Net Loss. Net loss for first half of 2004 was $9.3 million, compared to net loss of $11.0 million for the same period of 2003. This improvement of $1.7 million was due to the increase in operating income, partially offset by an increase in interest expense due to the senior credit facility refinancing, both of which are discussed above.

Liquidity and Capital Resources

Our principal uses of cash are for capital expenditures, working capital, debt service, and acquisitions. Funds for these purposes are generated primarily from operations and borrowings under our senior credit facility.

Cash provided by operations in the first six months of 2004 was $19.6 million, compared to $6.2 million in the same period in 2003. Several factors contributed to this improvement. First, was an $8.3 million decrease in net loss adjusted for non-cash items. Second, cash from accounts receivable improved $14.6 million. This was primarily due to a decrease in receivable days outstanding between June 30, 2003 and June 30, 2004 that resulted from receivables being negatively impacted in 2003 by our implementation of a new company-wide financial system. Third, other current assets generated a $6.5 million improvement in cash primarily due to the elimination of certain quarterly vendor rebates. Lastly, these items were partially offset by a $13.2 million impact from deferred interest and fees on our former senior credit facility, which was being accrued for in the first half of 2003 and continuing through the date of our refinancing, at which time these items were paid. Cash used in investing activities for the six months ended June 30, 2004, was $18.3 million, compared to $11.6 million in the same period of 2003. The change was primarily due to higher capital expenditures, including a $4.9 million increase in payments made to buy-out leases during 2004. Cash used in financing activities for the first six months of 2004 was $13.1 million, a change of $11.0 million compared to $2.1 million during the same period of 2003. This was primarily due to the Company entering into a new senior credit facility that included a $220.0 million term loan. The Company also issued senior secured discount notes which generated net proceeds of approximately $150.1 million. Additionally, a capital contribution was made totaling $45.0 million. Offsetting were the principal payments on debt related to the former senior credit facility totaling $387.9 million and the proceeds from the issuance of a $35.0 million term loan during 2003.

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On May 20, 2004, the Company entered into a new senior credit facility that included a $220.0 million term loan and a $45.0 million revolving credit facility, of which $10.0 million was drawn on the transaction date. On the same date, the Company issued $207.0 million aggregate principal amount due at maturity of 10 ³/4% senior secured discount notes which generated net proceeds of approximately $150.1 million in a private placement under Rule 144A of the Securities Act of 1933, as amended. Additionally, the Company’s parent, Consolidated Container Holdings LLC, made a $45.0 million capital contribution from the proceeds of its sale of Series B Convertible Preferred Units. The proceeds from the new term loan, the senior secured discount notes and the capital contribution were used to permanently repay our outstanding borrowings, accrued interest, and deferred obligations under our then existing senior credit facility, and fees of approximately $12.0 million related to the refinancing.

Senior Credit Facility—Following the above-mentioned transactions, our senior credit facility consisted of:

At June 30, 2004, we had no borrowings outstanding on the revolving credit facility, and $13.6 million was reserved for outstanding standby letters of credit. The revolving credit facility matures on December 15, 2008. The amortization schedule of the term loan includes quarterly installments of $550,000 commencing September 30, 2004 and continuing through September 2008, with the remaining balance due December 15, 2008.

Borrowings under the Senior Credit Facility bear interest, at the Company’s option, at either:

In addition, the Company pays a commitment fee on the unused commitments under the revolving credit facilities ranging from 0.50% to 0.75% on an annual basis dependent on its secured term debt leverage ratio, payable quarterly in arrears.

The Senior Credit Facility also provides for mandatory repayments from the net proceeds of asset sales, debt issuances, a portion of equity issuances, a portion of excess cash flow and insurance recoveries and condemnation events. No such payments were required for the period ended June 30, 2004.

Senior Secured Discount Notes—In May, 2004 the Company completed an offering of $207.0 million aggregate principal amount at maturity of 10 ³/4% senior secured discount notes, which generated net proceeds of approximately $150.1 million at issuance. The notes will mature on June 15, 2009.

Unless the Company elects to accrue and pay cash interest as described below, the interest on the notes, combined with the initial proceeds, will accrete to $207.0 million during the period from the issue date of the notes until June 15, 2007 at a rate of 10 ³/4% per annum, compounded semiannually on June 15 and December 15 of each year. The Company is required to accrue and pay cash interest on the notes semi-annually on June 15 through December 15 at a rate of 10 ³/4% per annum, with cash interest payments in arrears commencing on December 15, 2007.

At the Company’s option, it may irrevocably elect to commence accruing cash interest before June 15, 2007. If such an election is made, the Company must make that election on or before the interest payment date preceding the first cash interest payment. Additionally, once the election is made to begin accruing and paying

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cash interest, (i) the Company will be obligated to pay cash interest on all subsequent interest payment dates, (ii) the notes will cease to accrete in principal amount and (iii) the outstanding principal amount at maturity will be equal to the accreted value of the new notes as of the date on which the notes commenced accruing cash interest.

Senior Subordinated Notes—The senior subordinated notes were issued on July 2, 1999, have an original face value of $185.0 million and are due in full on July 15, 2009. The notes bear interest at a fixed interest rate of 10 ¹/8%, payable semiannually in July and January of each year.

The obligations under the Senior Credit Facility on a first-priority basis and obligations under the senior secured discount notes on a second-priority basis are (i) secured by substantially all of the assets of Holdings (in the case of the Senior Credit Facility) and its direct and indirect domestic subsidiaries and (ii) guaranteed (on a joint and several basis) by the Company’s direct and indirect domestic subsidiaries other than, Consolidated Container Capital Inc., (in the case of the senior secured discount notes) and, in each case, are subject to customary exceptions. The separate financial statements of each guaranteeing subsidiary are not presented because the Company’s management has concluded that such financial results, separate and apart from the Company’s results, are not material to investors.

The Senior Credit Facility, the senior secured discount notes, and/or the senior subordinated notes contain covenants that restrict, among other things, the Company’s ability to: (i) make certain restricted payments; (ii) incur additional debt or issue preferred equity; (iii) pay dividends or make distributions on our equity interests or repurchase our equity interests; (iv) repurchase subordinated indebtedness; (v) issue stock of subsidiaries; (vi) make certain investments; (vii) create liens on our assets; (viii) enter into certain transactions with affiliates; (ix) merge or consolidate with another company; (x) sell, lease or otherwise dispose of our assets; (xi) enter sales and leaseback transactions; and (xii) make capital expenditures above specified levels. The Senior Credit Facility has financial maintenance covenants regarding first-lien debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”), total secured debt to Consolidated EBITDA and interest coverage. Additionally, the Senior Credit Facility contains a maximum capital spending covenant. At June 30, 2004, the Company was in compliance with all covenants under the Senior Credit Facility, the senior secured discount notes and the senior subordinated notes.

The Company, its officers, principal shareholders or affiliates thereof may, from time to time, enter the market to purchase or sell our securities, including our senior secured discount notes and/or our senior subordinated notes, in compliance with any applicable securities laws and our internal restrictions and procedures.

Management believes cash on hand at June 30, 2004, future funds generated by operations and borrowings under our senior credit facility will be sufficient to meet working capital and capital expenditure requirements for fiscal year 2004.

We also have contractual obligations and commercial commitments that may affect our financial condition. The following tables identify material obligations and commitments as of June 30, 2004 (customer-specific commitments arising in the ordinary course of business are not included):

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Off-Balance Sheet Arrangements

At June 30, 2004, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Forward Looking Statements

The statements other than statements of historical facts included in this quarterly report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements, as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current assumptions, expectations and projections about future events.

Forward-looking statements may be indicated by phrases such as “will,” “estimates,” “plans,” “strategy,” “believes,” “anticipates,” “expects,” “intends,” “foresees,” “projects,” “forecasts” or words of similar meaning or import. We have made such statements in prior filings with the Securities and Exchange Commission and in this quarterly report. Such statements are subject to certain risks, uncertainties, or assumptions, and therefore, management can make no representations or warranties as to the accuracy or reasonableness of such statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in applicable forward looking statements.

These statements may also involve risks and uncertainties that could cause our actual results of operations or financial condition to materially differ from our expectations in this quarterly report, including, but not limited to:

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Any forward-looking statements made herein speak only as of the date hereof. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any such statements, to reflect any change in our expectations with regard thereto or any change in events, conditions, or circumstances on which any such statement is based.

Risk Factors

Fluctuations in raw material prices and raw material availability may affect our results.

We face the risk that our access to some raw materials may be interrupted or that we may not be able to purchase these raw materials at prices that are acceptable to us. We use large quantities of high-density polyethylene, polycarbonate, polypropylene and polyethylene terephthalate resins in manufacturing our products. In general, we do not have long-term supply contracts with our suppliers and our purchases of raw materials are subject to market prices. Although generally we are able to pass changes in the prices of raw materials through to our customers over a period of time, we may not always be able to do so or there may be a lag between the time our costs increase and the time we pass those costs through to our customers. We cannot assure you that we will be able to pass through any future raw material price increases in a timely manner. Any limitation on our ability to pass through price increases on a timely basis could negatively affect our results of operations.

We depend on several large customers, the loss of which could have a material adverse effect on us. In addition, because many of our customers’ contracts are requirements contracts, we face the risk that they will purchase less than we anticipated.

For the year ended December 31, 2003, our largest customer accounted for approximately 16% of our container sales, and our ten largest customers accounted for approximately 51% of such sales. The termination of any of our top customer relationships or significant declines in demand for their products could have a material adverse affect on our business. Furthermore, most of our contracts with large customers are requirements-based contracts that do not obligate the customer to purchase fixed amounts of product from us. As a result, despite the existence of contracts with several key customers, we generally face the risk that the customers will not purchase expected amounts of the products covered under contracts. Additionally, customer contracts come up for renewal on a regular basis in the ordinary course of business and we cannot guarantee that we will be able to successfully renew these contracts as they expire.

We face considerable competitive risk.

We face substantial competition throughout our product lines from a number of well-established businesses operating nationally and from firms operating regionally. Several of these competitors are larger and/or have greater financial resources than we do. Our primary national competitors include Constar International, Graham

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Packaging, Liquid Container, Owens-Illinois, Plastipak Packaging, Ring Technologies and Silgan Holdings. In addition, we face substantial competition from a number of companies with significant in-house bottling and blowmolding capacity, such as Nestle Waters North America, Kroger and Dean Foods. We cannot assure you that we will be able to compete effectively or that our competition will not cause our revenues or profitability to decrease.

We have substantial leverage, which may affect our ability to use funds for other purposes.

We have a substantial amount of outstanding indebtedness. A substantial portion of our cash flow will be dedicated to the payment of principal and interest on our indebtedness, which will reduce funds available to us for other purposes, including capital expenditures. We also carry a higher degree of leverage than some of our competitors, which could place us at a disadvantage to some of our competitors in certain circumstances. If we were to experience poor financial and operational results, the combination of the poor performance and our substantial leverage might create difficulties in complying with the covenants contained in our senior credit facility and indenture. The failure to comply with such covenants could result in an event of default under these agreements, thereby permitting an acceleration of such indebtedness as well as indebtedness under other instruments that contain cross-default or cross-acceleration provisions.

Our substantial indebtedness could adversely affect our cash flow and our ability to fulfill our obligations.

Our substantial level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due in respect of our senior subordinated notes and our senior secured discount notes, which we refer to together as the notes, and our other indebtedness. We may also borrow additional debt under our senior credit facility, increasing the risks discussed below. Our substantial leverage could have significant consequences, including:

Restrictive covenants in the notes and our other indebtedness could adversely affect our business by limiting our operating and strategic flexibility.

The indentures governing our outstanding indebtedness, the notes and our new senior credit facility contain, restrictive covenants that limit our ability to:

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These covenants could have an adverse effect on our business by limiting our ability to take advantage of financing, merger and acquisition and other corporate opportunities. In addition, our other indebtedness and our new senior credit facility contain, other and more restrictive covenants that prohibit us from prepaying our other indebtedness, including the notes. Our senior credit facility requires us to maintain specified financial ratios. Our ability to meet those financial ratios can be affected by events beyond our control, and we cannot assure you that we will meet those ratios. A breach of any of these covenants, ratios or restrictions could result in an event of default under our senior credit facility and any of our other indebtedness that may be cross-defaulted to such indebtedness, including the notes. Upon the occurrence of an event of default under our new senior credit facility or such other indebtedness, the lenders or holders of such indebtedness could elect to declare all amounts outstanding under such indebtedness, together with accrued interest, to be immediately due and payable. If these lenders accelerate the payment of that indebtedness, we cannot assure you that our assets would be sufficient to repay in full that indebtedness and any other debt, including the notes.

To service our indebtedness, make capital expenditures and fund our operations, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund planned capital expenditures will depend on our ability to generate and have excess cash in the future, which is dependent on various factors. These factors include the price and availability of raw materials such as resins, as well as general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or at all or that future borrowings will be available to us under our new senior credit facility or otherwise in amounts sufficient to enable us to pay the notes or our indebtedness, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our new senior credit facility and the notes, on commercially reasonable terms or at all.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt, which could exacerbate the risks described above.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indentures and our senior credit facility limit but do not fully prohibit our subsidiaries or us from incurring additional indebtedness. In addition, we could incur significant additional indebtedness under our senior credit facility, which our domestic subsidiaries guarantee. If new debt is added to our and our domestic subsidiaries’ current debt levels, the related risks that we now face could intensify.

We operate under a variety of safety and environmental laws and regulations, and are subject to national, state, provincial, international and/or local laws and regulations.

We are subject to a broad range of national, state, provincial, international and local environmental laws and safety regulations, including those governing discharges to air, soil and water, the handling and disposal of

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hazardous substances and the investigation and remediation of contamination resulting from the release of hazardous substances. Compliance with these laws and regulations can require significant capital expenditures and operating expenses. These laws and regulations can be complex and may change often, making it difficult to maintain compliance, and violations of these laws and regulations may result in substantial fines and penalties. In addition, environmental laws such as the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (CERCLA), also known as “Superfund” in the United States, impose strict, and in some cases, joint and several, liability on specified parties for the investigation and cleanup of contaminated soil, groundwater and buildings, and liability for damages to natural resources, at a wide range of properties. As a result, contamination at properties that we formerly owned or operated, as well as contamination at properties that we currently own or operate or to properties to which we sent hazardous substances, may result in our liability under environmental laws. As a manufacturer, we have an inherent risk of liability under environmental laws, both with respect to ongoing operations and with respect to contamination that may have occurred in the past on our properties or as a result of our operations. We could, in the future, incur a material liability arising from the costs of complying with environmental laws or claims concerning non-compliance, or liability from contamination.

In addition, a number of governmental authorities both in the United States and abroad have considered or are expected to consider legislation aimed at reducing the amount of plastic wastes disposed. Proposed legislation has included mandating certain rates of recycling and/or the use of recycled materials, imposing deposits or taxes on plastic packaging material, and requiring retailers or manufacturers to take back packaging used for their products. Legislation, as well as voluntary initiatives similarly aimed at reducing levels of plastic wastes, could reduce the demand for certain plastic packaging, result in greater costs for plastic packaging manufacturers, or otherwise negatively impact our business.

Our business is seasonal and cool spring and summer weather may result in lower sales.

Unseasonably cool or wet weather during the spring or summer could reduce our net sales and profitability. A significant portion of our revenue is attributable to the sale of beverage containers. Accordingly, our financial results are typically stronger in the second and third quarters of the year when there is higher consumption of beverages. Unseasonably cool or wet summer weather has in the past resulted in a decrease in consumption in water and other beverages, thereby reducing our container sales to beverage makers.

Rapid changes in available technologies could render our products and services obsolete.

Significant technology advances could render our existing technology or our products obsolete. The markets in which we operate are characterized by rapid technological change, frequent new product and service introductions and evolving industry standards. We attribute much of our sales to our existing technology, and our ability to compete may dissipate if our technology becomes obsolete. If we are unsuccessful in responding to these developments or do not respond in a cost-effective manner, our sales and profitability may decline. To be successful, we must adapt to changing markets by continually improving our products and services and by developing new products and services to meet the demand of our customers.

Our business is exposed to product liability risk and negative publicity of our customers.

Our business entails products liability risk. Currently, we maintain approximately $52 million of insurance for products liability claims, but the amount and scope of our insurance may not be adequate to cover a products liability claim that is successfully asserted against us. In addition, products liability insurance could become more expensive and difficult to maintain and, in the future, may not be available to us on commercially reasonable terms or at all. Accordingly, we cannot assure you that we have, or will continue to have, adequate insurance coverage against possible products liability claims against us. In addition, our customers are exposed to products liability risk and possible negative publicity concerning their products for which they use our containers, which could cause us to lose those customers as well as future customers.

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The interests of our controlling equity holders, Vestar Capital Partners III and Dean Foods Company, may conflict with our noteholders.

The interests of Vestar Capital Partners III and Dean Foods Company, the ultimate controlling equity holders of Consolidated Container Holdings LLC, our parent company, may conflict with the holders of our outstanding notes. For example, Vestar Capital Partners III and Dean Foods, as equity holders, may have an incentive to increase the value of their equity investment or cause us to distribute funds at the expense of our financial risk and our ability to make payments on the outstanding notes. Each of Vestar Capital Partners III, through affiliates which it controls, and Dean Foods, through its indirect ownership, is able to veto most major decisions regarding our management and operations. In addition, Vestar Capital Partners III, through affiliates which it controls, will have the sole power to elect a majority of the management committee and appoint new officers and management and, therefore, will effectively control many other major decisions regarding our operations. We cannot assure you that the interests of either Vestar Capital Partners III or Dean Foods will not conflict with the interests of the holders of our outstanding notes.

We are dependent on several key senior managers, the loss of whom could have a material effect on our business and development.

We have several key personnel, the loss of whom could have a material adverse effect on our business. The loss of the services provided by Stephen E. Macadam, our President and Chief Executive Officer of Consolidated Container Company, among others, could interrupt our business before we are able to find a suitably qualified and experienced replacement.

Employee slowdowns, strikes and similar actions could have a material adverse effect on our business and operations.

At December 31, 2003, we employed approximately 4,000 people. Approximately 1,000 of these employees were hourly workers covered by collective bargaining agreements, which expire between March 1, 2005 and October 31, 2006. In addition, the transportation and delivery of raw materials to our manufacturing facilities and of our products to our customers by union members is critical to our business. A prolonged labor dispute, slowdown, strike or similar action could have a material adverse effect on our business and results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary exposure to market risk is changing interest rates due to some of our debt bearing a floating rate of interest. Our policy is to manage interest rate risk by using a combination of fixed and floating rate debt. A hypothetical 10% increase in interest rates for the quarter ended June 30, 2004, would have increased floating-rate interest expense by approximately $0.4 million. The fair value of the Company’s long-term debt is based on quoted market prices. At June 30, 2004, the estimated fair value of the senior subordinated notes was $163.7 million and the estimated fair value of the senior secured discount notes was $157.3 million.

ITEM 4. CONTROLS AND PROCEDURES

Our management, including a disclosure committee formed in 2002 that includes the Chief Executive Officer, or CEO, the Chief Financial Officer, or CFO, and other members of our senior management and finance teams, has conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period ended June 30, 2004. Based on that evaluation, the disclosure committee concluded that the disclosure controls and procedures were adequate and effective in ensuring that all material information required to be filed in this report has been made known to them in a timely fashion.

Beginning in 2002 and continuing into 2004, management implemented several changes to policies and procedures to formalize the processes whereby information relating to us is identified, assembled and presented to responsible parties on a timely basis. These changes have included, but are not limited to, improvements such

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as: changing the organizational and reporting structures to ensure more direct channels of communication to the CEO and CFO and encouraging greater accountability throughout the organization; establishing a set of core values in the Company to better define the manner in which our employees are expected to operate with regard to integrity, ethics, and competence; establishing anonymous channels of communication (e.g. ethics hotline) whereby employees can report unethical, fraudulent or criminal behavior; investing significant capital and expense dollars in a process to convert to a single financial system to improve the timeliness, accuracy and availability of financial data; forming a disclosure committee to help ensure that all disclosures, both financial and non-financial, are complete and fairly present the financial and operational condition of the Company in all material respects; holding a quarterly litigation meeting to discuss any litigation currently facing the Company; implementing a system of periodic reporting and reviews of the business at all levels (as low as the facility level) in order to understand any and all of our material issues and to allow management to focus on areas of significant concern; and implementing a certification process in all key areas of the Company to ensure identification and disclosure of any items material to the Company. The financial systems conversion process is now complete, and it is management’s opinion that the Company’s internal controls will continue to strengthen as the capabilities of this single system are realized.

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PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On or about June 24, 2004, we received a document production subpoena initiated by the U.S. Environmental Protection Agency, Criminal Investigation Division, regarding removal of asbestos-containing materials, ACM, that occurred during a 2003 partial renovation of the Company’s property at 6300 Strawberry Lane, Louisville, Kentucky. Also, we were notified and responded to an information request from the Louisville-Jefferson County Air Pollution Control District regarding the same removal activities. Based on available information, about 300 lineal feet of thermal piping insulation was removed. In addition, we identified employees that may have been involved in the removal and informed them of the potential for exposure to asbestos, although no such exposure has been confirmed or claims alleged. In March 2004, independent environmental consultants conducted voluntary air monitoring in the area of the ACM removal, and reported that airborne fiber concentrations were less than 0.002 fibers/cc and that, according to the consultant, there is no exposure to airborne fibers. We are engaged in investigating this matter and preparing our response to the subpoena. We cannot now reliably predict the outcome of this investigation or any federal or state proceedings. Based on available information however, we do not currently expect that the ultimate liability with respect thereto will have a material adverse effect on our operations or financial condition.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

(b) Reports on Form 8-K

We filed the following reports on Form 8-K during the quarter ended June 30, 2004:

1. On April 29, 2004, we reported on Item 5 a press release announcing our intention to undertake a refinancing of our outstanding indebtedness under our then senior credit facility.

2. On April 29, 2004, we reported under Items 9 and 12 certain Summary Historical Consolidated Financial Data and a press release announcing the financial results for the quarter ended March 31, 2004.

3. On May 12, 2004, we reported under Item 5 a press release concerning our refinancing.

4. On May 14, 2004, we reported under Item 9 certain Summary Historical Consolidated Financial Data.

5. On May 21, 2004, we reported under item 5 a press release concerning the closing of our refinancing.

6. On May 27, 2004, we reported under Item 5 the filing of certain documents related to our refinancing.

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SIGNATURE

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.

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EXHIBIT INDEX

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