S-4/A

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 2002

                                                      REGISTRATION NO. 333-85690
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                   AMENDMENT
                                    NO. 2 TO
                                    FORM S-4


                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                           OWENS-ILLINOIS GROUP, INC.
                      OWENS-BROCKWAY GLASS CONTAINER INC.

    SUBSIDIARY GUARANTORS LISTED ON "TABLE OF GUARANTORS" ON FOLLOWING PAGE.

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

           (Exact Name of Registrants as Specified in Their Charters)

                                  ONE SEAGATE
                               TOLEDO, OHIO 43666
                                 (419) 247-5000

    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrants' Principal Executive Offices)

                             THOMAS L. YOUNG, ESQ.
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                      OWENS-BROCKWAY GLASS CONTAINER INC.
                                  ONE SEAGATE
                               TOLEDO, OHIO 43666
                                 (419) 247-5000

           (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

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

                                   Copies to:

                            TRACY K. EDMONSON, ESQ.
                                LATHAM & WATKINS
                       505 MONTGOMERY STREET, SUITE 1900
                        SAN FRANCISCO, CALIFORNIA 94111
                                 (415) 391-0600

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration statement.

    If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /

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

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

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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

                              TABLE OF GUARANTORS



                                                           STATE OF       I.R.S. EMPLOYER
                                                        JURISDICTION OF   IDENTIFICATION
NAME                                                     ORGANIZATION         NUMBER        PSICC NUMBER
- ----                                                    ---------------   ---------------   ------------
                                                                                   
ACI America Holdings Inc..............................  Delaware            95-3827440          6719
Anamed International, Inc.............................  Nevada              88-0281258          6719
BriGam Medical, Inc...................................  North Carolina      58-1757035          3999
BriGam, Inc...........................................  North Carolina      56-1489895          3999
BriGam Ventures, Inc..................................  North Carolina      56-1842662          3999
Brockway Realty Corporation...........................  Pennsylvania        25-1422361          6531
Brockway Research, Inc................................  Delaware            22-2057496          3999
Continental PET Technologies, Inc.....................  Delaware            06-1088896          3089
MARC Industries, Inc..................................  Delaware            74-2807343          5199
Martell Medical Products, Incorporated................  California          33-0073253          3999
NHW Auburn, LLC.......................................  New York            16-1503116          4225
OB Cal South Inc......................................  Delaware            31-1500116          6719
OI AID STS Inc........................................  Delaware            22-2784146          6719
OI Auburn Inc.........................................  Delaware            34-1836936          4923
OI Australia Inc......................................  Delaware            34-1864776          6719
OI Brazil Closure Inc.................................  Delaware            34-1864772          6719
OI California Containers Inc..........................  Delaware            31-1500115          6719
OI Castalia STS Inc...................................  Delaware            22-2784161          7999
OI Consol STS Inc.....................................  Delaware            22-2784152          6719
OI Ecuador STS Inc....................................  Delaware            22-2784138          6719
OI Europe & Asia Inc..................................  Delaware            34-1818324          6719
OI General Finance Inc................................  Delaware            34-1736802          6719
OI General FTS Inc....................................  Delaware            22-2784178          6719
O-I Health Care Holding Corp..........................  Delaware            22-2784204          6719
O-I Holding Company, Inc..............................  Ohio                34-1473902          6719
OI Hungary Inc........................................  Delaware            34-1816803          6719
OI International Holdings Inc.........................  Delaware            34-1882569          6719
OI Levis Park STS Inc.................................  Delaware            22-2784158          6519
OI Medical Holdings Inc...............................  Delaware            31-1546256          6719
OI Medical Inc........................................  Delaware            51-0350206          6719
OI Peru STS Inc.......................................  Delaware            34-1730214          6719
OI Plastic Products FTS Inc...........................  Delaware            34-1559354          6719
OI Poland Inc.........................................  Delaware            34-1748755          6719
OI Puerto Rico STS Inc................................  Delaware            22-2784132          6719
OI Regioplast STS Inc.................................  Delaware            34-1743397          6719
OI Venezuela Plastic Products Inc.....................  Delaware            34-1880159          6719
OIB Produvisa Inc.....................................  Delaware            34-1576858          6719
Overseas Finance Company..............................  Delaware            34-1649746          6719
Owens-BriGam Medical Company..........................  Delaware            56-1845802          3999
Owens-Brockway Glass Container Trading Company........  Delaware            34-1766218          6719
Owens-Brockway Packaging, Inc.........................  Delaware            34-1559346          6719
Owens-Brockway Plastic Products Inc...................  Delaware            95-2097550          3089
Owens-Illinois Closure Inc............................  Delaware            22-2784127          3299
Owens-Illinois General Inc............................  Delaware            22-2784167          6719
Owens-Illinois Prescription Products Inc..............  Delaware            22-2784124          3999
Owens-Illinois Specialty Products Puerto Rico, Inc....  New Jersey          66-0414062          3089
Product Design & Engineering, Inc.....................  Minnesota           41-0751022          6719
SeaGate, Inc..........................................  Ohio                31-1300476          7389
SeaGate II, Inc.......................................  Ohio                31-1686352          7389
SeaGate III, Inc......................................  Ohio                31-1686355          7389
Specialty Packaging Licensing Company.................  Delaware            62-1256003          6719
Universal Materials, Inc..............................  Ohio                34-1349747          6719



                   SUBJECT TO COMPLETION, DATED MAY 30, 2002

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PROSPECTUS

                      OWENS-BROCKWAY GLASS CONTAINER INC.
                               OFFER TO EXCHANGE
                $1,000,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS
                      8 7/8% SENIOR SECURED NOTES DUE 2009
              WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT,
    FOR ANY AND ALL OF ITS OUTSTANDING 8 7/8% SENIOR SECURED NOTES DUE 2009
                               ------------------

    - The exchange offer expires at 5:00 p.m., New York City time, on       ,
      2002, unless extended.

    - We will exchange all outstanding notes that are validly tendered and not
      validly withdrawn for an equal principal amount of a new series of notes
      which are registered under the Securities Act.

    - The exchange offer is not subject to any conditions other than that it not
      violate applicable law or any applicable interpretation of the staff of
      the SEC.

    - You may withdraw tenders of outstanding notes at any time before the
      exchange offer expires.

    - The exchange of notes will not be a taxable event for U.S. federal income
      tax purposes.

    - We will not receive any proceeds from the exchange offer.

    - The terms of the new series of notes are substantially identical to the
      outstanding notes, except for transfer restrictions and registration
      rights relating to the outstanding notes.

    - The notes are fully and unconditionally guaranteed, jointly and severally,
      on a senior basis by our indirect parent, Owens-Illinois Group, Inc. and
      by certain domestic subsidiaries of Owens-Illinois Group, Inc. so long as
      they continue to guarantee the secured credit agreement. If we cannot make
      payments on the notes when they are due, the guarantors must make them

      instead. Under certain circumstances the guarantees may be released
      without action by, or consent of, the holders of the notes.

    - The notes and guarantees are secured, subject to the terms of the
      collateral documents under the secured credit agreement, on a PARI PASSU
      basis with obligations under the secured credit agreement by: (1) a
      security interest in substantially all the assets (other than intercompany
      debt and securities) of Owens-Illinois Group, Inc. and of substantially
      all the domestic subsidiaries of Owens-Illinois Group, Inc.; and (2) a
      pledge by Owens-Illinois Group, Inc. of the stock of, and intercompany
      debt owing to Owens-Illinois Group, Inc. by, all its direct subsidiaries
      (other than the stock of, and intercompany debt owing to Owens-Illinois
      Group, Inc. by, OI General FTS Inc.), and a pledge by Owens-Brockway
      Packaging, Inc. of the stock of, and intercompany debt owing to
      Owens-Brockway Packaging, Inc. by, Owens-Brockway Glass Container Inc.
      Certain additional collateral secures the obligations under the secured
      credit agreement. Under certain circumstances, the collateral securing the
      notes and guarantees may be released without action by, or consent of, the
      holders of the notes.

    - You may tender outstanding notes only in denominations of $1,000 and
      multiples of $1,000.

    - Our affiliates may not participate in the exchange offer.


   PLEASE REFER TO "RISK FACTORS" BEGINNING ON PAGE 16 OF THIS PROSPECTUS FOR
A DESCRIPTION OF THE RISKS YOU SHOULD CONSIDER WHEN EVALUATING THIS INVESTMENT.


                       WE ARE NOT ASKING YOU FOR A PROXY
                 AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

    We are not making this exchange offer in any state where it is not
permitted.

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OF THE NOTES OR DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this prospectus is       , 2002.

                               TABLE OF CONTENTS




                                                                PAGE
                                                              --------
                                                           
Prospectus Summary..........................................      1
Risk Factors................................................     16
Forward-Looking Statements..................................     26
The Exchange Offer..........................................     28
Use of Proceeds.............................................     37
Capitalization of Owens-Illinois Group, Inc.................     38
Selected Consolidated Financial Data of Owens-Illinois
  Group, Inc................................................     39
Management's Discussion and Analysis of Financial Condition
  and Results of Operations of Owens-Illinois Group, Inc....     42
Business....................................................     55
Management..................................................     69
Compensation of Executive Officers and Directors............     72
Security Ownership and Certain Beneficial Owners and
  Management................................................     77
Certain Relationships and Related Party Transactions........     79
Description of Certain Indebtedness.........................     80
Description of Notes........................................     84
Certain U.S. Federal Tax Considerations.....................    133
Plan of Distribution........................................    133
Legal Matters...............................................    135
Experts.....................................................    135
Where You Can Find More Information.........................    135
Index to Financial Statements...............................    F-1



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

    We have not authorized any dealer, salesperson or other person to give any
information or to make any representations to you other than the information
contained in this prospectus. You must not rely on any information or
representations not contained in this prospectus as if we had authorized it.
This prospectus does not offer to sell or solicit an offer to buy any securities
other than the registered notes to which it relates, nor does it offer to buy
any of these notes in any jurisdiction to any person to whom it is unlawful to
make such offer or solicitation in such jurisdiction.

    The information contained in this prospectus is current only as of the date
on the cover page of this prospectus, and may change after that date.

                         MARKET, RANKING AND OTHER DATA


    The data included in this prospectus regarding markets and ranking,
including the size of certain markets and our position, the position of
Owens-Illinois Group, Inc. and the position of our competitors and competitors
of Owens-Illinois Group, Inc. within these markets, are based on independent
industry publications, reports of government agencies or other published
industry sources and our estimates and those of Owens-Illinois Group, Inc. based
on each of our management's knowledge and experience in the markets in which we
and Owens-Illinois Group, Inc. operate. Our estimates and those of
Owens-Illinois Group, Inc. have been based on information obtained from
customers, suppliers, trade and business organizations and other contacts in the
markets in which we and Owens-Illinois Group, Inc. operate. We and
Owens-Illinois Group, Inc. believe these estimates to be accurate as of the date
of this prospectus. However, this information may prove to be inaccurate because
of the method by which we or Owens-Illinois Group, Inc. obtained some of the
data for these estimates or because this information cannot always be verified
with complete certainty due to the limits on the availability and reliability of
raw data, the voluntary nature of the data gathering process and other
limitations and uncertainties inherent in a survey of market size.


                                       ii

                               PROSPECTUS SUMMARY

    THIS SUMMARY HIGHLIGHTS THE INFORMATION CONTAINED ELSEWHERE IN THIS
PROSPECTUS. BECAUSE THIS IS ONLY A SUMMARY, IT DOES NOT CONTAIN ALL THE
INFORMATION THAT MAY BE IMPORTANT TO YOU. FOR A MORE COMPLETE UNDERSTANDING OF
THIS OFFERING, WE ENCOURAGE YOU TO READ THIS ENTIRE PROSPECTUS AND THE DOCUMENTS
TO WHICH WE REFER YOU. YOU SHOULD READ THE FOLLOWING SUMMARY TOGETHER WITH THE
MORE DETAILED INFORMATION AND CONSOLIDATED FINANCIAL STATEMENTS AND THE NOTES TO
THOSE STATEMENTS INCLUDED ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE
SPECIFIED OR THE CONTEXT REQUIRES OTHERWISE, REFERENCE IN THIS PROSPECTUS TO:

    - "COMPANY" OR "WE," "US" OR "OUR" REFERS TO OWENS-BROCKWAY GLASS
      CONTAINER INC., THE ISSUER OF THE NOTES, AND ITS DIRECT AND INDIRECT
      SUBSIDIARIES ON A CONSOLIDATED BASIS; AND

    - "OI GROUP" REFERS TO OWENS-ILLINOIS GROUP, INC., THE INDIRECT PARENT OF
      OWENS-BROCKWAY GLASS CONTAINER INC., AND ITS DIRECT AND INDIRECT
      SUBSIDIARIES ON A CONSOLIDATED BASIS, INCLUDING OWENS-BROCKWAY GLASS
      CONTAINER INC.

    WE WILL REFER TO THE OFFERING OF THE PRIVATE NOTES AS THE "PRIVATE
OFFERING." UNLESS INDICATED OTHERWISE, THE TERM "NOTES" REFERS TO BOTH THE
PRIVATE NOTES AND THE EXCHANGE NOTES.

    INVESTORS SHOULD CAREFULLY CONSIDER THE INFORMATION SET FORTH UNDER "RISK
FACTORS." IN ADDITION, SOME STATEMENTS INCLUDE FORWARD-LOOKING INFORMATION WHICH
INVOLVES RISKS AND UNCERTAINTIES.

                           OWENS-ILLINOIS GROUP, INC.


    OI Group is one of the world's leading manufacturers of packaging products.
OI Group is the largest manufacturer of glass containers in North America, South
America, Australia and New Zealand, and one of the largest in Europe. In
addition, OI Group is a leading manufacturer in North America of plastic
containers, plastic closures and plastic prescription containers. OI Group also
has plastics packaging operations in South America, Europe, Australia and New
Zealand. Consistent with its strategy to continue to strengthen its existing
packaging businesses, OI Group has acquired 18 glass container businesses in 18
countries since 1991, including businesses in South America, Central and Eastern
Europe and the Asia Pacific region, and six plastics packaging businesses with
operations in 11 countries. OI Group had net sales of approximately
$5.4 billion and $1.3 billion, Adjusted EBITDA (as defined on page 15) of
approximately $1.3 billion and $0.3 billion and net earnings (loss) of
approximately $357 million and $(397) million, for the year ended December 31,
2001 and for the three months ended March 31, 2002, respectively.


    OI Group believes it is a technological leader in the worldwide glass
container and plastics packaging segments of the rigid packaging market. During
the five years ended December 31, 2001, OI Group invested more than
$2.3 billion in capital expenditures (excluding acquisitions) and more than
$342 million in research, development and engineering to, among other things,
improve labor and machine productivity, increase capacity in growing markets and
commercialize technology into new products.

                      OWENS-BROCKWAY GLASS CONTAINER INC.


    We are an indirect, wholly-owned subsidiary of OI Group and a leading
manufacturer of glass containers throughout the world. Approximately one of
every two glass containers made worldwide is made by us, our affiliates or our
licensees. Worldwide glass container sales represented 66% of OI Group's
consolidated net sales for the year ended December 31, 2001 and for the three
months ended March 31, 2002. For the three months ended March 31, 2002, we
manufactured approximately 41% of all glass containers sold by domestic
producers in the U.S., making us the leading manufacturer of glass containers in
the U.S. We are the leading glass container manufacturer in 17 of the 19
countries where we compete in the glass container segment of the rigid packaging
market and the sole manufacturer of glass containers in eight of these
countries. We had net sales of approximately $3.7 billion and


                                       1


$0.9 billion, Adjusted EBITDA (as defined on page 15) of approximately
$0.9 billion and $0.2 billion and net earnings (loss) of approximately
$69 million and $(3) million, for the year ended December 31, 2001 and for the
three months ended March 31, 2002, respectively, and our consolidated total
assets were approximately $5.8 billion at March 31, 2002.


    We and OI Group are headquartered at One SeaGate, Toledo, Ohio 43666, and
our phone number is (419) 247-5000. We are a Delaware corporation incorporated
on March 9, 1987.

                             COMPETITIVE STRENGTHS

    LEADER IN GLASS AND PLASTICS PACKAGING

    - One of the world's leading manufacturers of glass and plastics packaging

    - Leading glass container manufacturer in 17 of 19 countries where we
      compete and the sole manufacturer of glass containers in 8 of these
      countries

    - We, our affiliates or our licensees produce approximately 1 of every 2
      glass containers made worldwide

    - In plastics, we are a leader in custom blow-molded and injection-molded
      packaging products

    - Leadership in glass and plastics packaging provides opportunity to attract
      and retain "blue chip" customers, many of which have a worldwide presence

    TECHNOLOGY LEADER AND INNOVATOR

    - OI Group's research, development and engineering (RD&E) activities have
      yielded significant labor and machine productivity gains over time

    - OI Group believes its RD&E expenditures relative to its competitors are
      among the highest in the worldwide rigid packaging market

    - Often the glass container supplier of choice for multi-national consumer
      companies due to leadership in glass technology and status as low-cost
      producer

    - In plastics packaging, OI Group is a leader in product development and
      innovation and one of the few suppliers with capability to provide
      customer with "complete package" consisting of the container and the
      closure

    - OI Group's new product development cycle is one of the shortest in the
      plastics packaging industry

    - Plastics packaging innovations include the "child resistant" closure for
      prescription containers, the plastic Heinz ketchup bottle and a
      multi-layer plastic beer bottle being used by Anheuser-Busch, Coors and
      Miller Brewing

    LOW-COST PRODUCER

    - We believe we are the low-cost producer in the glass container segment of
      the North American rigid packaging market, as well as the low-cost
      producer in most of the international glass container segments in which we
      compete

    - Much of our cost advantage is due to our proprietary equipment and process
      technology

    - Over the last 10 years, we have more than doubled our overall glass
      container labor and machine productivity in the United States

                                       2

    - Glass machine development activities and systematic upgrading of
      production equipment throughout the 1980's and 1990's have given us
      low-cost leadership

    WORLDWIDE LICENSEE NETWORK

    - We license our proprietary glass container technology to 24 companies in
      24 countries

    - In plastics packaging, OI Group has technical assistance agreements with
      24 companies in 14 countries

    - The worldwide licensee network provides a stream of revenue to support OI
      Group's development activities and an opportunity to participate in the
      rigid packaging market in countries where it does not already have a
      direct presence

    - OI Group's technical agreements enable it to apply "best practices"
      developed by its worldwide licensee network

    EXPERIENCED MANAGEMENT TEAM

    - OI Group's management team has demonstrated an ability to deploy assets,
      improve productivity, and rationalize production capacity, while at the
      same time maintaining its leadership position in glass and plastics
      packaging

    - OI Group is a direct, wholly-owned subsidiary of OI Inc.

    - OI Inc.'s 19 executive officers average approximately 30 years of
      experience

                               BUSINESS STRATEGY

    OI Group's business strategy is to continue to (1) strengthen its existing
packaging businesses and (2) apply its leading edge technology to improve
quality, service, profitability and cash flow.

    CONTINUE TO STRENGTHEN EXISTING PACKAGING BUSINESSES

    - OI Group is strengthening its existing packaging businesses and intends to
      pursue growth in these businesses

    - Targeting stable and growing end-uses in the glass container segment of
      the North American rigid packaging market, particularly those such as
      beer, that would benefit from our high productivity machines and strategic
      plant locations

    - In the U.S., we manufacture more glass containers for packaging beer than
      any other company

    - We believe demographic and economic trends in certain developing regions
      of the world, particularly portions of South America, Eastern and Central
      Europe and the Asia Pacific region, will lead to an increase in the demand
      for glass containers in these markets over time

    - OI Group plans to pursue growth opportunities in its plastics packaging
      segment, both in the U.S. and internationally

    - Focus in plastics packaging will be end-uses where customers seek
      distinctive and functional packaging to differentiate or enhance their
      products

    - In addition, consistent with past practice, OI Group may consider glass or
      plastics packaging acquisitions worldwide to enhance its growth

                                       3

    CONTINUE TO APPLY LEADING EDGE TECHNOLOGY TO IMPROVE QUALITY, SERVICE,
     PROFITABILITY AND CASH FLOW

    - OI Group's strategy includes continued pursuit of labor and machine
      productivity improvements over time in an effort to improve quality,
      service, profitability and cash flow

    - OI Group intends to develop and employ new technology and improved "best
      practices" in an effort to continue to lower production costs, while at
      the same time preserving superior product quality

    - OI Group believes that maintaining its leadership in technology is key to
      being successful in rigid packaging markets around the world


    - Over the last ten years, we have more than doubled our overall glass
      container labor and machine productivity in the United States


                                       4

                            ORGANIZATIONAL STRUCTURE

                        [ORGANIZATIONAL STRUCTURE CHART]

- ------------------------------
(1) Owens-Illinois, Inc. ("OI Inc.") is a public company listed on the New York
    Stock Exchange. Owens-Illinois, Inc. has $1.7 billion of outstanding public
    debt securities.


(2) These subsidiaries (other than OI General FTS Inc.), including six foreign
    subsidiaries, may borrow under the $3.0 billion revolving loan facility
    portion of the secured credit agreement. Borrowings by the six foreign
    subsidiaries under the secured credit agreement are limited to a total of
    $1.41 billion. Certain foreign subsidiaries guarantee the borrowings by the
    foreign subsidiaries under the secured credit agreement. At March 31, 2001,
    Owens-Brockway Glass Container Inc. had $65 million outstanding under the
    term loan portion of the secured credit agreement. OI General FTS Inc.
    borrowed $455 million under the term loan portion of the secured credit
    agreement and has repaid this debt. OI General FTS Inc. is jointly and
    severally liable for the Owens-Brockway Glass Container Inc. term loan and
    for the revolving loan facility. In April 2002, $500 million of existing
    revolving loans were separated into a tranche of funded loans of OI Plastic
    Products FTS Inc. under the revolving loan facility portion of the secured
    credit agreement.


                                       5

                               THE EXCHANGE OFFER

                                         
The Exchange Offer........................  We are offering to exchange the exchange notes for the
                                            outstanding private notes that are properly tendered and
                                            accepted. You may tender outstanding private notes only
                                            in denominations of $1,000 and multiples of $1,000. We
                                            will issue the exchange notes on or promptly after the
                                            exchange offer expires. As of the date of this
                                            prospectus, $1,000,000,000 principal amount of private
                                            notes is outstanding.

Expiration Date...........................  The exchange offer will expire at 5:00 p.m., New York
                                            City time, on       , 2002, unless extended, in which
                                            case the expiration date will mean the latest date and
                                            time to which we extend the exchange offer.

Conditions to the Exchange Offer..........  The exchange offer is not subject to any condition other
                                            than that it not violate applicable law or any
                                            applicable interpretation of the staff of the SEC. The
                                            exchange offer is not conditioned upon any minimum
                                            principal amount of private notes being tendered for
                                            exchange.

Procedures for Tendering Private Notes....  If you wish to tender your private notes for exchange
                                            notes pursuant to the exchange offer you must transmit
                                            to U.S. Bank National Association as exchange agent, on
                                            or before the expiration date, either:



                                             
                                            -      a computer generated message transmitted through The
                                                   Depository Trust Company's Automated Tender Offer
                                                   Program system and received by the exchange agent and
                                                   forming a part of a confirmation of book-entry
                                                   transfer in which you acknowledge and agree to be
                                                   bound by the terms of the letter of transmittal; or

                                            -      a properly completed and duly executed letter of
                                                   transmittal, which accompanies this prospectus, or a
                                                   facsimile of the letter of transmittal, together with
                                                   your private notes and any other required
                                                   documentation, to the exchange agent at its address
                                                   listed in this prospectus and on the front cover of
                                                   the letter of transmittal.



                                         
                                            If you cannot satisfy either of these procedures on a
                                            timely basis, then you should comply with the guaranteed
                                            delivery procedures described below. By executing the
                                            letter of transmittal, you will make the representations
                                            to us described under "The Exchange Offer--Procedures
                                            for Tendering."

Special Procedures for Beneficial
  Owners..................................  If you are a beneficial owner whose private notes are
                                            registered in the name of a broker, dealer, commercial
                                            bank, trust company or other nominee and you wish to
                                            tender your private notes in the exchange offer, you
                                            should contact the registered holder promptly and
                                            instruct the registered holder to tender on your behalf.
                                            If you wish to tender on your own



                                       6


                                         
                                            behalf, you must either (1) make appropriate
                                            arrangements to register ownership of the private notes
                                            in your name or (2) obtain a properly completed bond
                                            power from the registered holder, before completing and
                                            executing the letter of transmittal and delivering your
                                            private notes.

Guaranteed Delivery Procedures............  If you wish to tender your private notes and time will
                                            not permit the documents required by the letter of
                                            transmittal to reach the exchange agent before the
                                            expiration date, or the procedure for book-entry
                                            transfer cannot be completed on a timely basis, you must
                                            tender your private notes according to the guaranteed
                                            delivery procedures described in this prospectus under
                                            the heading "The Exchange Offer--Guaranteed Delivery
                                            Procedures."

Acceptance of the Private Notes and
  Delivery of the Exchange Notes..........  Subject to the satisfaction or waiver of the conditions
                                            to the exchange offer, we will accept for exchange any
                                            and all private notes which are validly tendered in the
                                            exchange offer and not withdrawn before 5:00 p.m., New
                                            York City time, on the expiration date.

Withdrawal Rights.........................  You may withdraw the tender of your private notes at any
                                            time before 5:00 p.m., New York City time, on the
                                            expiration date, by complying with the procedures for
                                            withdrawal described in this prospectus under the
                                            heading "The Exchange Offer--Withdrawal of Tenders."

Certain U.S. Federal Tax Considerations...  The exchange of notes will not be a taxable event for
                                            United States federal income tax purposes. For a
                                            discussion of certain federal tax consideration relating
                                            to the exchange of notes, see "Certain U.S. Federal
                                            Income Tax Considerations."

Exchange Agent............................  U.S. Bank National Association, the trustee under the
                                            indenture governing the notes, is serving as the
                                            exchange agent.

Consequences of Failure to Exchange.......  If you do not exchange your private notes for exchange
                                            notes, you will continue to be subject to the
                                            restrictions on transfer provided in the private notes
                                            and in the indenture governing the private notes. In
                                            general, the private notes may not be offered or sold,
                                            unless registered under the Securities Act, except
                                            pursuant to an exemption from, or in a transaction not
                                            subject to, the Securities Act and applicable state
                                            securities laws. We do not currently plan to register
                                            the private notes under the Securities Act.

Registration Rights Agreement.............  You are entitled to exchange your private notes for
                                            exchange notes with substantially identical terms. This
                                            exchange offer satisfies this right. After the exchange
                                            offer is completed, you will no longer be entitled to
                                            any exchange or registration rights with respect to your
                                            private notes.




    We explain the exchange offer in greater detail beginning on page 28.


                                       7

                               THE EXCHANGE NOTES

    THE SUMMARY BELOW DESCRIBES THE PRINCIPAL TERMS OF THE EXCHANGE NOTES.
CERTAIN OF THE TERMS AND CONDITIONS DESCRIBED BELOW ARE SUBJECT TO IMPORTANT
LIMITATIONS AND EXCEPTIONS. THE "DESCRIPTION OF NOTES" SECTION OF THIS
PROSPECTUS CONTAINS A MORE DETAILED DESCRIPTION OF THE TERMS AND CONDITIONS OF
THE EXCHANGE NOTES.

    THE FORM AND TERMS OF THE EXCHANGE NOTES ARE THE SAME AS THE FORM AND TERMS
OF THE PRIVATE NOTES, EXCEPT THAT THE EXCHANGE NOTES WILL BE REGISTERED UNDER
THE SECURITIES ACT AND, THEREFORE, THE EXCHANGE NOTES WILL NOT BE SUBJECT TO THE
TRANSFER RESTRICTIONS, REGISTRATION RIGHTS AND PROVISIONS PROVIDING FOR AN
INCREASE IN THE INTEREST RATE APPLICABLE TO THE PRIVATE NOTES. THE EXCHANGE
NOTES WILL EVIDENCE THE SAME DEBT AS THE PRIVATE NOTES, AND BOTH THE PRIVATE
NOTES AND THE EXCHANGE NOTES ARE GOVERNED BY THE SAME INDENTURE.


                                         
Issuer....................................  Owens-Brockway Glass Container Inc., a Delaware
                                            corporation.

Securities................................  $1.0 billion principal amount of 8 7/8% Senior Secured
                                            Notes.

Maturity..................................  February 15, 2009.

Interest..................................  Annual rate: 8 7/8%.

                                            Payment frequency: every six months on February 15 and
                                            August 15. First payment: August 15, 2002.

Guarantees................................  The notes are fully and unconditionally guaranteed,
                                            jointly and severally, on a senior basis by our indirect
                                            parent, OI Group, and by certain domestic subsidiaries
                                            of OI Group so long as they continue to guarantee the
                                            secured credit agreement. If we cannot make payments on
                                            the notes when they are due, the guarantors must make
                                            them instead. As of March 31, 2002, OI Group had
                                            approximately $5.4 billion of total consolidated
                                            indebtedness, which includes approximately $2.5 billion
                                            of secured indebtedness under the secured credit
                                            agreement. As of and for the three months March 31,
                                            2002, the non-guarantor subsidiaries represented in the
                                            aggregate approximately 43% of OI Group's consolidated
                                            net sales, 44% of OI Group's consolidated Adjusted
                                            EBITDA and 44% of OI Group's consolidated total assets.
                                            As of March 31, 2002, the liabilities of the
                                            non-guarantor subsidiaries on a consolidated basis were
                                            approximately $2.2 billion.

Ranking...................................  The notes are senior obligations of Owens-Brockway Glass
                                            Container and rank PARI PASSU in right of payment to all
                                            the current and future senior debt of Owens-Brockway
                                            Glass Container, including its obligations under the
                                            secured credit agreement, and rank senior in right of
                                            payment to the subordinated obligations of
                                            Owens-Brockway Glass Container. The guarantees of the
                                            notes rank equal in right of payment to the guarantees
                                            of OI Group and the subsidiary guarantors of their
                                            existing and future senior obligations, including their
                                            obligations under the secured credit agreement, and
                                            senior in right of payment to all subordinated
                                            obligations of those guarantors, which include the
                                            guarantees by OI Group and




                                       8



                                         
                                            Owens-Brockway Packaging, Inc. ("OI Packaging") of the
                                            obligations of OI Group's parent, OI Inc., related to
                                            $1.7 billion of outstanding public debt securities. The
                                            notes are effectively subordinated to obligations under
                                            the secured credit agreement, under which there were
                                            outstanding borrowings of $2.5 billion at March 31,
                                            2002, certain obligations owing to lenders or their
                                            affiliates as permitted under the secured credit
                                            agreement aggregating $89.6 million at March 31, 2002
                                            and obligations related to OI Inc.'s $1.7 billion of
                                            outstanding public debt securities, to the extent these
                                            obligations are secured by collateral that does not
                                            secure the notes. The notes may also be effectively
                                            subordinated to certain indebtedness incurred to
                                            refinance borrowings under the secured credit agreement
                                            to the extent that such indebtedness is secured by
                                            collateral that does not secure the notes. See "Risk
                                            Factors--Risks Relating to the Notes--Notes Effectively
                                            Subordinated to Certain Secured Credit Agreement
                                            Obligations and Obligations of OI Inc.--The notes are
                                            effectively subordinated to the obligations under the
                                            secured credit agreement, certain obligations owing to
                                            lenders or their affiliates as permitted under the
                                            secured credit agreement and obligations related to OI
                                            Inc.'s $1.7 billion of outstanding public debt
                                            securities to the extent these obligations are secured
                                            by collateral that does not secure the notes." In
                                            addition, the notes and the guarantees of the notes will
                                            be effectively junior to any liabilities, including
                                            trade payables, of any non-guarantor subsidiaries.

Collateral................................  The notes and guarantees of the notes are secured,
                                            subject to the terms of the collateral documents under
                                            the secured credit agreement, on a PARI PASSU basis with
                                            obligations under the secured credit agreement by:

                                            (1) a security interest in substantially all the assets
                                            (other than intercompany debt and securities) of OI
                                                Group and of substantially all the domestic
                                                subsidiaries of OI Group; and

                                            (2) a pledge by OI Group of the stock of, and
                                            intercompany debt owing to OI Group by, all its direct
                                                subsidiaries (other than the stock of, and
                                                intercompany debt owing to OI Group by, OI General
                                                FTS Inc.) and a pledge by OI Packaging of the stock
                                                of, and intercompany debt owing to OI Packaging by,
                                                Owens-Brockway Glass Container.

                                            Certain additional collateral, including the stock of OI
                                            General FTS Inc. owned by OI Group and intercompany debt
                                            owing to OI Group by OI General FTS Inc., secures the
                                            obligations under the secured credit agreement. OI
                                            General FTS Inc. and its subsidiaries do not conduct any
                                            manufacturing operations and are primarily involved in
                                            providing administrative and general corporate services
                                            to OI Group and its subsidiaries.




                                       9


                                         
                                            Except as permitted and contemplated by, and subject to
                                            the terms of, the secured credit agreement and the
                                            pledge agreement (as amended, modified, replaced or
                                            refunded), OI Group will not further pledge the stock
                                            of, or intercompany debt owing to OI Group by, OI
                                            General FTS Inc. as security or otherwise unless the
                                            notes and guarantees are secured on a PARI PASSU basis
                                            with the applicable indebtedness by this collateral.

Release of Guarantees and Collateral......  Under certain circumstances, the collateral securing the
                                            notes may be released without action by, or consent of,
                                            the holders of the notes or the trustee under the
                                            indenture. In general, the lenders under the secured
                                            credit agreement have the power to terminate and release
                                            the pledges and the security interests under the secured
                                            credit agreement and the notes when the obligations
                                            under the secured credit agreement have been paid in
                                            full, when OI Inc. and OI Group achieve investment grade
                                            debt ratings or upon the approval of the requisite
                                            percentage of lenders under the secured credit
                                            agreement. In addition, any guaranty of the notes may be
                                            released without action by, or consent of, the holders
                                            of the notes or the trustee under the indenture if the
                                            guarantor is no longer a guarantor of obligations:

                                                - under the secured credit agreement;

                                                - owing to lenders or their affiliates as lending
                                                facilities as permitted by the terms of the secured
                                                  credit agreement; and

                                                - under interest rate and currency agreements with
                                                  lenders or their affiliates as permitted by the
                                                  terms of the secured credit agreement.

                                            Upon release of a guarantor of the notes under its
                                            guarantee, the collateral documents provide that the
                                            security interest in the assets of that guarantor
                                            securing the notes and the guarantees will be released
                                            simultaneously. If collateral that secures the notes is
                                            later repledged or guarantees which guaranty the notes
                                            are reinstated under the secured credit agreement
                                            (including any amended and restated secured credit
                                            agreement or new credit agreement), such collateral will
                                            be pledged, subject to the terms of the collateral
                                            documents under the secured credit agreement (including
                                            any amended and restated secured credit agreement or new
                                            credit agreement), on a PARI PASSU basis with
                                            obligations under the secured credit agreement to secure
                                            the notes, and such guarantees will be executed in favor
                                            of the notes.

Optional Redemption.......................  On or after February 15, 2006, we may redeem some or all
                                            of the notes at any time at the redemption prices
                                            described in the section entitled "Description of
                                            Notes--Optional



                                       10


                                         
                                            Redemption." Prior to February 15, 2005, we may use the
                                            net proceeds of certain equity offerings by OI Inc. to
                                            redeem up to 35% of the notes at the price listed in the
                                            section entitled "Description of Notes--Optional
                                            Redemption."

Change of Control.........................  If we, OI Inc. or OI Group experience specific kinds of
                                            changes of control, we must offer to repurchase the
                                            notes at 101% of the aggregate principal amount of notes
                                            repurchased plus accrued and unpaid interest and
                                            liquidated damages, if any, unless we have exercised our
                                            right to redeem the notes as described in the section
                                            entitled "Description of Notes--Optional Redemption,"
                                            including our right, prior to February 15, 2006, to
                                            redeem all of the notes in the event of a change of
                                            control.

Basic Covenants of the Indenture..........  The indenture governing the notes contains covenants
                                            which, among other things, restrict the ability of OI
                                            Group and its restricted subsidiaries to:

                                                - borrow money;

                                                - pay dividends on, or redeem or repurchase, stock;

                                                - make investments;

                                                - create liens;

                                                - enter into certain transactions with affiliates;
                                                  and

                                                - sell certain assets or merge with or into other
                                                  companies.

                                            On and after the one-year anniversary of the
                                            effectiveness of the registration statement required to
                                            be filed by the registration rights agreement, we will
                                            be permitted to assign our obligations under the notes
                                            and the indenture to OI Inc., and we and each guarantor
                                            will thereafter be released from our obligations under
                                            the notes, the guarantees and the indenture, provided
                                            that (1) OI Inc. assumes all of the obligations under
                                            the notes and the indenture and (2) the obligations of
                                            each domestic borrower under the secured credit
                                            agreement have been or will be concurrently assumed by
                                            OI Inc. in accordance with the terms of the secured
                                            credit agreement. Under the secured credit agreement,
                                            the domestic borrowers may assign or transfer their
                                            rights and obligations to OI Inc. and all of OI Inc.'s
                                            subsidiaries will be concurrently released from their
                                            guarantees upon the consent of the requisite lenders if
                                            the term loans have been repaid, if OI Inc. has achieved
                                            and maintains immediately following the assumption
                                            (including the assumption of the notes) the investment
                                            grade ratings specified under the secured credit
                                            agreement and if all obligations of subsidiaries of OI
                                            Inc. in



                                       11


                                         
                                            respect of the $1.7 billion of outstanding public debt
                                            securities of OI Inc., the notes and certain other debt
                                            have been released and assumed by OI Inc.

                                            For more information, see the section entitled
                                            "Description of Notes--Certain Covenants."

Use of Proceeds...........................  We will not receive any cash proceeds from the exchange
                                            offer.



    YOU SHOULD REFER TO THE SECTION ENTITLED "RISK FACTORS" FOR AN EXPLANATION
OF THE MATERIAL RISKS OF INVESTING IN THE NOTES.

                                       12

                  SUMMARY SELECTED CONSOLIDATED FINANCIAL DATA
                           OWENS-ILLINOIS GROUP, INC.


    The selected consolidated financial data presented below relates to each of
the five years in the period ended December 31, 2001 and the three months ended
March 31, 2002 and 2001. Such data was derived from the Consolidated Financial
Statements, of which the most recent three years, including balance sheets at
December 31, 2001 and 2000, are included elsewhere in this document and were
audited by Ernst & Young LLP, independent auditors, whose report with respect to
the financial statements appears elsewhere in this document. The financial data
for the three months ended March 31, 2002 and 2001 were derived from unaudited
consolidated financial statements of OI Group. The results for the three months
are not necessarily indicative of the results to be expected for the full year.
For more information, see the "Consolidated Financial Statements" included
elsewhere in this prospectus.





                                                                                                             THREE MONTHS
                                                                 YEARS ENDED DECEMBER 31,                   ENDED MARCH 31,
                                                   ----------------------------------------------------   -------------------
                                                     2001       2000       1999     1998(A)    1997(B)      2002       2001
                                                   --------   --------   --------   --------   --------   --------   --------
                                                                             (DOLLARS IN MILLIONS)
                                                                                                
CONSOLIDATED OPERATING RESULTS:
  Net sales......................................  $5,402.5   $5,552.1   $5,522.9   $5,306.3   $4,658.5   $1,310.9   $1,306.1
  Other revenue(c)...............................     610.8      262.7      263.8      193.0      169.9       27.4       58.4
                                                   --------   --------   --------   --------   --------   --------   --------
                                                    6,013.3    5,814.8    5,786.7    5,499.3    4,828.4    1,338.3    1,364.5
  Costs and expenses:
    Manufacturing, shipping and delivery.........   4,218.4    4,359.1    4,296.4    4,075.6    3,666.4    1,019.8    1,027.7
    Research, engineering, selling,
      administrative and other(d)................     693.7      810.6      566.6      584.7      407.0      108.4      142.3
                                                   --------   --------   --------   --------   --------   --------   --------
    Earnings before interest expense and items
      below......................................   1,101.2      645.1      923.7      839.0      755.0      210.1      194.5
    Interest expense(e)..........................     434.0      486.7      425.9      380.0      302.7      100.9      113.5
                                                   --------   --------   --------   --------   --------   --------   --------
    Earnings before items below..................     667.2      158.4      497.8      459.0      452.3      109.2       81.0
    Provision for income taxes(f)................     286.4       64.1      185.5      162.3      148.5       34.5       27.2
    Minority share owners' interests in earnings
      of subsidiaries............................      20.1       22.0       13.2       20.2       31.4        4.5        4.9
                                                   --------   --------   --------   --------   --------   --------   --------
    Earnings before extraordinary items and
      cumulative effect of accounting change.....  $  360.7   $   72.3   $  299.1   $  276.5   $  272.4   $   70.2   $   48.9
                                                   ========   ========   ========   ========   ========   ========   ========
OTHER DATA:
  Cash provided by operating activities..........  $  620.3   $  541.7   $  677.3   $  716.9   $  517.2   $   97.7   $   (6.2)
  Investing activities:
    Additions to property, plant and equipment...    (531.9)    (481.4)    (650.4)    (573.5)    (471.3)    (112.3)     (93.1)
    Other investing activities...................     420.7       17.3      303.1   (3,659.1)     (79.7)      14.6      108.8
                                                   --------   --------   --------   --------   --------   --------   --------
      Cash utilized in investing activities......    (111.2)    (464.1)    (347.3)  (4,232.6)    (551.0)     (97.7)      15.7
  Cash provided by (utilized in) financing
    activities...................................    (578.9)    (153.8)    (327.5)   3,642.6      110.3      (42.0)     (57.1)
  EBIT(g)........................................   1,074.3      612.6      895.2      809.8      731.4      204.8      188.0
  EBITDA(h)......................................   1,598.1    1,152.0    1,431.6    1,266.3    1,070.8      318.7      319.0
  Adjusted EBIT(i)...............................     764.3      860.9      875.2      870.5      729.2      204.8      174.9
  Adjusted EBITDA(j).............................   1,288.1    1,400.3    1,411.6    1,327.0    1,068.6      318.7      305.9
  Depreciation...................................     403.2      412.6      403.7      358.5      283.5      107.4      100.7
  Amortization of excess cost and intangibles....     120.6      126.8      132.7       98.0       55.9        6.5       30.3
  Amortization of deferred finance fees (included
    in interest expense).........................      19.9       10.1        8.9        7.4        4.1        5.7        2.5
  Ratio of total debt to Adjusted EBITDA.........       4.2x       4.2x       4.2x       4.5x       3.1x        --         --
  Ratio of Adjusted EBITDA to interest expense...       3.0x       2.9x       3.3x       3.5x       3.5x       3.2x       2.7x
  Ratio of earnings to fixed charges(k)..........       2.5x       1.3x       2.1x       2.1x       2.4x       2.1x       1.7x
BALANCE SHEET DATA (AT END OF PERIOD):
  Working capital................................  $    899   $    881   $    892   $    905   $    660   $    935   $    926
  Excess of purchase cost over net assets
    acquired, net of accumulated amortization
    (goodwill)...................................     2,995      3,101      3,294      3,315      1,295      2,564      2,960
  Total assets...................................     9,993     10,080     10,521     10,818      6,576      9,584      9,732
  Total debt.....................................     5,401      5,850      5,939      5,917      3,324      5,431      5,644
  Share owner's equity...........................     2,322      2,107      2,327      2,522      1,273      1,855      2,065



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

(a) Results of operations and other data since April 1998 include the
    acquisition of the worldwide glass and plastics packaging businesses of BTR
    plc and the related financings.

                                       13

(b) Results of operations and other data since January 1997 include the
    acquisition of AVIR S.p.A.

(c) Other revenue in 2001 includes: (1) a gain of $457.3 million
    ($284.4 million after tax) related to the sale of the Harbor Capital
    Advisors business; and (2) gains totaling $13.1 million ($12.0 million after
    tax) related to the sale of the label business and the sale of a minerals
    business in Australia.


    Other revenue for the three months ended March 31, 2001 includes gains
    totaling $13.1 million ($12.0 million after tax) related to the sale of the
    label business and the sale of a minerals business in Australia.


    Other revenue in 1999 includes gains totaling $40.8 million ($23.6 million
    after tax and minority share owners' interests) related to the sales of a
    U.S. glass container plant and a mold manufacturing business in Colombia.

    Other revenue in 1998 includes: (1) a gain of $18.5 million ($11.4 million
    after tax) related to the termination of a license agreement, net of charges
    for related equipment write-offs and capacity adjustments, under which OI
    Group had produced plastic multipack carriers for beverage cans; and (2) a
    loss of $5.7 million ($3.5 million after tax) on the sale of a discontinued
    operation by an equity investee.

    Other revenue in 1997 includes a gain of $16.3 million (pretax and after
    tax) from the sale of the remaining 49% interest in Kimble Glass.

(d) Amount for 2001 includes: (1) charges of $82.1 million ($65.3 million after
    tax and minority share owners' interests) related to restructuring and
    impairment charges at certain international glass operations, principally
    Venezuela and Puerto Rico, as well as certain other domestic and
    international operations; (2) a charge of $31.0 million (pretax and after
    tax) related to the loss on the sale of facilities in India; (3) charges of
    $30.9 million ($19.4 million after tax) related to special employee benefit
    programs; (4) a charge of $8.5 million ($5.3 million after tax) for certain
    contingencies; and (5) a charge of $7.9 million ($4.9 million after tax)
    related to restructuring manufacturing capacity in the medical devices
    business.

    In 2000, OI Group recorded pretax charges totaling $248.3 million
    ($171.0 million after tax and minority share owners' interests) for the
    following: (1) $122.4 million ($77.3 million after tax and minority share
    owners' interests) related to the consolidation of manufacturing capacity;
    (2) a net charge of $52.4 million ($32.6 million after tax) related to early
    retirement incentives and special termination benefits for 350 U.S. salaried
    employees; (3) $40.0 million (pretax and after tax) related to the
    impairment of property, plant and equipment at facilities in India; and
    (4) $33.5 million ($21.1 million after tax and minority share owners'
    interests) related principally to the write-off of software and related
    development costs.

    Amount for 1999 includes charges totaling $20.8 million ($14.0 million after
    tax and minority share owners' interests) related principally to
    restructuring costs and write-offs of certain assets in Europe and South
    America.

    In 1998, OI Group recorded: (1) charges of $72.6 million ($47.4 million
    after tax and minority share owners' interests) related principally to a
    plant closing in the U.K. and restructuring costs at certain international
    affiliates; and (2) a net charge of $0.9 million ($0.6 million after tax)
    for the settlement of certain environmental litigation and the reduction of
    previously established reserves for guarantees of certain lease obligations
    of a previously divested business.

    In 1997, OI Group recorded charges of $14.1 million ($8.7 million after tax)
    principally for guarantees of certain lease obligations of a previously
    divested business.

(e) Amount for 2001 includes a net interest charge of $4.0 million
    ($2.8 million after tax) related to interest on the resolution of the
    transfer of pension assets and liabilities for a previous acquisition and
    divestiture. Assuming the notes had been issued at the beginning of 2001,
    interest expense for the year would have been $30.4 million higher and net
    earnings for the year would have been $18.9 million lower.

(f) Amount for 2001 includes a $6.0 million charge to adjust tax liabilities in
    Italy as a result of recent legislation.

    Amount for 2000 includes a fourth quarter benefit of $9.3 million to adjust
    net income tax liabilities in Italy as a result of recent legislation.

    In 1998, OI Group recorded a credit of $15.1 million to adjust net deferred
    income tax liabilities as a result of a reduction in Italy's statutory
    income tax rate.

(g) EBIT consists of consolidated earnings before interest income, interest
    expense, provision for income taxes, minority share owners' interests in
    earnings of subsidiaries and extraordinary charges.

(h) EBITDA consists of EBIT before depreciation and amortization of excess cost
    and intangibles. EBITDA is presented because OI Group believes it is
    frequently used by securities analysts, investors and other interested
    parties in the evaluation of companies in OI Group's industry. However,
    other companies in OI Group's industry may calculate EBITDA differently than
    OI Group does. EBITDA is not a measurement of financial performance under
    generally accepted accounting principles and should not be considered as an
    alternative to cash flow from operating activities or as a measure of
    liquidity or an alternative to net income as indicators of OI Group's
    operating performance or any other measures of performance derived in
    accordance with generally accepted accounting principles. See "Consolidated
    Financial Statements--Consolidated Cash Flows."

                                       14

(i)  OI Group evaluates performance and allocates resources based on EBIT
    excluding unusual items ("Adjusted EBIT"). Unusual items consist of the
    gains, losses and charges discussed in Notes (c) and (d) above. The
    reconciliation from EBIT to Adjusted EBIT is as follows:




                                                                                                                 THREE MONTHS
                                                                                                                     ENDED
                                                                     YEARS ENDED DECEMBER 31,                      MARCH 31,
                                                       ----------------------------------------------------   -------------------
                                                         2001       2000       1999       1998       1997       2002       2001
                                                       --------   --------   --------   --------   --------   --------   --------
                                                                                     (IN MILLIONS)
                                                                                                    
    EBIT.............................................  $1,074.3    $612.6     $895.2     $809.8     $731.4     $204.8     $188.0
    Add (deduct):
      Gain on sale of Harbor Capital Advisors
        business.....................................    (457.3)
      Gains on sales of label business and minerals
        business.....................................     (13.1)                                                           (13.1)
      Gains on sale of glass plant and mold
        business.....................................                          (40.8)
      Net gain on termination of license agreement...                                     (18.5)
      Sale of discontinued operations by equity
        investee.....................................                                       5.7
      Gain on sale of 49% interest in Kimble Glass...                                                (16.3)
      Restructuring and impairment, principally
        international glass..........................      82.1
      Loss on the sale of facilities in India........      31.0
      Special employee benefit programs..............      30.9
      Settle contingent liabilities..................       8.5
      Restructuring manufacturing capacity in the
        medical devices business.....................       7.9
      Consolidation of manufacturing capacity........               122.4
      Early retirement incentives/special termination
        benefits.....................................                52.4
      Impairment of property, plant and equipment in
        India........................................                40.0
      Write-off of software and related development
        costs........................................                33.5
      Restructuring and asset write-offs in
        Europe/South America.........................                           20.8
      U.K. plant closing and international
        restructuring................................                                      72.6
      Settle environmental litigation/reduce reserve
        for guarantees...............................                                       0.9
      Charge for guarantees of lease obligations.....                                                 14.1
                                                       --------    ------     ------     ------     ------     ------     ------
    Adjusted EBIT....................................  $  764.3    $860.9     $875.2     $870.5     $729.2     $204.8     $174.9
                                                       ========    ======     ======     ======     ======     ======     ======



(j)  Adjusted EBITDA represents EBITDA excluding the unusual gains, losses and
    charges discussed in Notes (c) and (d) and summarized in Note (i) above.
    Adjusted EBITDA is presented because OI Group believes it is frequently used
    by securities analysts, investors and other interested parties in the
    evaluation of companies in OI Group's industry. However, other companies in
    OI Group's industry may present Adjusted EBITDA differently than OI Group
    does. Adjusted EBITDA is not a measurement of financial performance under
    generally accepted accounting principles and should not be considered as an
    alternative to cash flow from operating activities or as a measure of
    liquidity or an alternative to net income as indicators of OI Group's
    operating performance or any other measures of performance derived in
    accordance with generally accepted accounting principles. See "Consolidated
    Financial Statements--Consolidated Cash Flows."

(k) For purposes of these computations, earnings consist of earnings before
    income taxes, minority share owners' interests in earnings of subsidiaries
    and extraordinary items plus fixed charges. Fixed charges consist primarily
    of interest on indebtedness, including amortization of deferred finance
    fees, plus that portion of lease rental expense representative of the
    interest factor. Pretax earnings and fixed charges also include the
    proportional share of 50%-owned investees.

                                       15

                                  RISK FACTORS

    YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS IN ADDITION TO THE OTHER
INFORMATION SET FORTH IN THIS PROSPECTUS BEFORE MAKING A DECISION TO EXCHANGE
YOUR PRIVATE NOTES FOR EXCHANGE NOTES IN THE EXCHANGE OFFER. THE RISK FACTORS
SET FORTH BELOW, OTHER THAN THE FIRST RISK FACTOR, ARE GENERALLY APPLICABLE TO
THE PRIVATE NOTES AS WELL AS THE EXCHANGE NOTES.

RISKS RELATING TO THE NOTES

SUBSTANTIAL LEVERAGE--OUR SUBSTANTIAL INDEBTEDNESS AND THE SUBSTANTIAL
INDEBTEDNESS OF OI GROUP COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH AND PREVENT
US FROM FULFILLING OUR OBLIGATIONS UNDER THE NOTES.


    We and OI Group have now and, after the exchange offer, will continue to
have a significant amount of debt. As of March 31, 2002, we and our consolidated
subsidiaries had approximately $2.8 billion of total consolidated debt
outstanding and OI Group had approximately $5.4 billion of total consolidated
debt outstanding, which includes approximately $2.5 billion of secured
indebtedness under the secured credit agreement and approximately $1.7 billion
of outstanding public debt securities of OI Group's parent, OI Inc. OI Group's
ratio of earnings to fixed charges was 2.5x and 2.1x for the year ended
December 31, 2001 and three months ended March 31, 2002, respectively.


    This substantial indebtedness could have important consequences to you. For
example, it could:

    - make it difficult for us to satisfy our obligations with respect to the
      notes;

    - increase our vulnerability to general adverse economic and industry
      conditions;

    - increase our vulnerability to interest rate increases for the portion of
      the unhedged debt under the secured credit agreement;

    - require us to dedicate a substantial portion of our cash flow from
      operations to payments on our indebtedness, thereby reducing the
      availability of our cash flow to fund working capital, capital
      expenditures, acquisitions, development efforts and other general
      corporate purposes;

    - limit our flexibility in planning for, or reacting to, changes in our
      business and the rigid packaging market;

    - place us at a competitive disadvantage relative to our competitors that
      have less debt; and

    - limit, along with the financial and other restrictive covenants in the
      documents governing our indebtedness, among other things, our ability to
      borrow additional funds.

ABILITY TO SERVICE DEBT--TO SERVICE OUR INDEBTEDNESS, 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 working capital, capital expenditures, acquisitions,
development efforts and other general corporate purposes depends on our ability
to generate cash in the future. Similarly, the ability of the guarantors of the
notes to make payments on and refinance their indebtedness will depend on their
ability to generate cash in the future. Neither we nor the guarantors can assure
you that any of us will generate sufficient cash flow from operations, or that
future borrowings will be available under the secured credit agreement, in an
amount sufficient to enable any of us to pay our indebtedness, including the
notes, or to fund other liquidity needs. If short term interest rates increase,
our debt service cost will increase because some of our debt is subject to
changes in short term rates. Our annual interest expense for 2001, on a pro
forma basis assuming the notes had been outstanding all year, would have been
$464.4 million. Based on the amount of variable rate debt outstanding during
2001, after giving pro forma effect to the issuance of the notes, a 1% increase
in variable interest rates for 2001 would have increased our annual pro forma
interest expense by $29.3 million to $493.7 million. The notes are effectively
subordinated to obligations under the secured credit


                                       16


agreement, under which there were outstanding borrowings of $2.5 billion at
March 31, 2002, certain obligations owing to lenders or their affiliates as
permitted under the secured credit agreement aggregating $89.6 million at
March 31, 2002 and obligations related to OI Inc.'s $1.7 billion of outstanding
public debt securities, to the extent these obligations are secured by
collateral that does not secure the notes.


    Since you will not have a claim as a creditor against the subsidiaries that
are not guarantors of the notes, the indebtedness and other liabilities of those
subsidiaries will be effectively senior to your claims. As of December 31, 2001,
the total indebtedness on a consolidated basis (excluding any indebtness under
the secured credit agreement) of the non-guarantor subsidiaries was
approximately $234.0 million, and their total liabilities on a consolidated
basis were approximately $2.0 billion

    We and the guarantors may need to refinance all or a portion of our
indebtedness, including the notes, on or before maturity. If either we or the
guarantors are unable to generate sufficient cash flow and are unable to
refinance or extend outstanding borrowings on commercially reasonable terms or
at all, we and the guarantors may have to:

    - reduce or delay capital expenditures planned for replacements,
      improvements and expansions;

    - sell assets;

    - restructure debt; and/or

    - obtain additional debt or equity financing.

    We cannot assure you that we or the guarantors could effect or implement any
of these alternatives on satisfactory terms, if at all.

CASH USED TO SATISFY OTHER OBLIGATIONS--A PORTION OF OUR CASH FLOW WILL BE USED
TO MAKE PAYMENTS TO OI INC. TO SATISFY CERTAIN DEBT, PREFERRED STOCK AND
LITIGATION-RELATED OBLIGATIONS, INCLUDING SETTLEMENT OF ASBESTOS-RELATED CLAIMS.


    Although our indirect parent, OI Inc., does not conduct any operations, it
has substantial obligations to make payments on its $1.7 billion of outstanding
public debt securities, to pay dividends on its outstanding preferred stock, to
satisfy claims of persons for exposure to asbestos-containing products and
related expenses and to pay other ordinary course obligations. OI Inc. relies
primarily on distributions from its subsidiaries, including us, to meet these
obligations. OI Inc. makes semi-annual interest payments of $64.8 million on its
$1.7 billion of outstanding public debt securities. In addition, OI Inc. pays
quarterly dividends of $5.4 million on 9,050,000 shares of its $2.375
convertible preferred stock. OI Inc.'s asbestos-related payments were
$245.9 million and $61.3 million for the year ended December 31, 2001 and the
three months ended March 31, 2002, respectively. In the first quarter of 2002,
OI Inc. established an additional liability of $475 million (in addition to a
previously established liability of $1.775 billion) to cover its estimated
indemnity payments and legal fees arising from outstanding asbestos personal
injury lawsuits and claims and asbestos personal injury lawsuits and claims
filed in the next several years.


    As a result of the magnitude of OI Inc.'s obligations for asbestos-related
lawsuits and its dependence on the cash flows of its subsidiaries, we expect
that a substantial portion of our cash flow will be used to make payments to
OI Inc. to allow it to satisfy these obligations. These payments will reduce the
cash flow we could use to make payments on the notes. For additional information
regarding OI Inc.'s asbestos-related lawsuits, claims and payments, see the
footnote entitled "Contingenies" to Consolidated Financial Statements of OI
Group.

                                       17

DEBT RESTRICTIONS--OI GROUP AND ITS SUBSIDIARIES, INCLUDING US, MAY NOT BE ABLE
TO FINANCE FUTURE NEEDS OR ADAPT THEIR BUSINESS PLANS TO CHANGES BECAUSE OF
RESTRICTIONS PLACED ON THEM BY THE SECURED CREDIT AGREEMENT, THE INDENTURE AND
THE INSTRUMENTS GOVERNING OTHER INDEBTEDNESS.

    The secured credit agreement and certain of the agreements governing other
indebtedness, including the indenture governing the notes, contain affirmative
and negative covenants that limit the ability of OI Group and its subsidiaries,
including us, to take certain actions. For example, the indenture restricts,
among other things, the ability of OI Group and its restricted subsidiaries to
borrow money, pay dividends on, or redeem or repurchase, stock, make
investments, create liens, enter into certain transactions with affiliates and
sell certain assets or merge with or into other companies. These restrictions
could adversely affect OI Group's and our ability to operate our businesses and
may limit OI Group's and our ability to take advantage of potential business
opportunities as they arise.

    Failure to comply with these or other covenants and restrictions contained
in the secured credit agreement, agreements governing other indebtedness or the
indenture could result in a default under those agreements, and the debt under
those agreements, together with accrued interest, could then be declared
immediately due and payable. If a default occurs under the secured credit
agreement, the lenders could cause all of the outstanding debt obligations under
the secured credit agreement to become due and payable, which would result in a
default under the notes and could lead to an acceleration of obligations related
to the notes. A default under the secured credit agreement or agreements
governing other indebtedness or the notes could also lead to an acceleration of
debt under other debt instruments that contain cross acceleration or
cross-default provisions. Upon a default or cross-default, the collateral agent,
at the direction of the lenders under the secured credit agreement could proceed
against the collateral. There may be insufficient collateral to repay the
indebtedness under the secured credit agreement, other senior indebtedness from
time to time secured by the collateral and the notes in full at the time of any
default.

ADDITIONAL BORROWINGS AVAILABLE--DESPITE CURRENT INDEBTEDNESS LEVELS, OI GROUP
AND ITS SUBSIDIARIES MAY STILL BE ABLE TO INCUR SUBSTANTIALLY MORE DEBT. THIS
COULD FURTHER EXACERBATE CERTAIN RISKS DESCRIBED ABOVE.


    OI Group and its subsidiaries may be able to incur substantial additional
debt in the future, including debt secured by the collateral that secures the
notes and additional debt under the secured credit agreement. In addition, if OI
Group designates some of its restricted subsidiaries under the indenture as
unrestricted subsidiaries, those unrestricted subsidiaries would be permitted to
borrow beyond the limitations specified in the indenture and engage in other
activities in which restricted subsidiaries may not engage. Based on amounts
outstanding at March 31, 2002, the revolving loan facility under the secured
credit agreement had unused borrowing capacity of $479.5 million. Adding new
debt to current debt levels, could make it difficult for us to satisfy our
obligations with respect to the notes.


NOTES EFFECTIVELY SUBORDINATED TO DEBT OF NON-GUARANTOR SUBSIDIARIES--THE NOTES
ARE EFFECTIVELY SUBORDINATED TO ALL INDEBTEDNESS OF OUR SUBSIDIARIES THAT ARE
NOT GUARANTORS OF THE NOTES.


    You will not have any claim as a creditor against the subsidiaries that are
not guarantors of the notes, and the indebtedness and other liabilities,
including trade payables, whether secured or unsecured, of those subsidiaries
will be effectively senior to your claims. As of and for the three months ended
March 31, 2002, the non-guarantor subsidiaries represented in the aggregate
approximately 43% of OI Group's consolidated net sales, 44% of OI Group's
consolidated Adjusted EBITDA and 44% of OI Group's consolidated total assets. As
of March 31, 2002, the liabilities of the non-guarantor subsidiaries on a
consolidated basis were approximately $2.2 billion. The non-guarantor
subsidiaries include the foreign borrowers and foreign guarantors under the
offshore subfacilities under the secured credit agreement. The notes are
effectively subordinated to claims against these foreign subsidiaries under the
secured credit agreement. In the event of a bankruptcy, liquidation,
reorganization or other winding up of any of the non-guarantor subsidiaries,
holders of their indebtedness and their trade creditors will generally be
entitled to payment of their claims from the assets of those subsidiaries before
any assets are made available for distribution to us.


                                       18

    In addition, under the indenture, non-guarantor subsidiaries are permitted
to incur substantial amounts of additional debt and OI Group and its restricted
subsidiaries are permitted to make an unlimited amount of investments in
non-guarantor subsidiaries. Therefore, the notes would be effectively
subordinated to this additional indebtedness that may be incurred by the
non-guarantor subsidiaries. In addition, if OI Group or its restricted
subsidiaries invest additional amounts in non-guarantor subsidiaries, in the
event of a bankruptcy, liquidation, reorganization or other winding up of any of
the non-guarantor subsidiaries, assets that otherwise could be used to satisfy
our obligations under the notes will first be used to satisfy the obligations of
the non-guarantor subsidiaries.

NOTES EFFECTIVELY SUBORDINATED TO CERTAIN SECURED CREDIT AGREEMENT OBLIGATIONS
AND OBLIGATIONS OF OI INC.--THE NOTES ARE EFFECTIVELY SUBORDINATED TO THE
OBLIGATIONS UNDER THE SECURED CREDIT AGREEMENT, CERTAIN OBLIGATIONS OWING TO
LENDERS OR THEIR AFFILIATES AS PERMITTED UNDER THE SECURED CREDIT AGREEMENT AND
OBLIGATIONS RELATED TO OI INC.'S $1.7 BILLION OF OUTSTANDING PUBLIC DEBT
SECURITIES TO THE EXTENT THESE OBLIGATIONS ARE SECURED BY COLLATERAL THAT DOES
NOT SECURE THE NOTES.

    In addition to the collateral securing the notes and guarantees, the
obligations of the domestic borrowers and the domestic guarantors under the
secured credit agreement are secured by certain additional collateral described
in detail under "Description of Notes--Collateral."

    As a result, to the extent collateral does not secure the notes, the notes
are effectively subordinated to the obligations under the secured credit
agreement, obligations owing to lenders or their affiliates as lending
facilities as permitted by the terms of the secured credit agreement and
obligations under interest rate and currency agreements with lenders or their
affiliates as permitted by the terms of the secured credit agreement. In the
event of a bankruptcy, liquidation, reorganization or other winding up of us or
OI Group, those assets that do not secure the notes will not be available to pay
our obligations on the notes unless and until payment in full of the obligations
under the secured credit agreement. Likewise, if the lenders under the secured
credit agreement accelerate the obligations under the secured credit agreement,
then those lenders would be entitled to exercise the remedies available to a
secured lender under applicable law, and those lenders would have a claim on
those assets that do not secure the notes before any holder of the notes. You
would participate with respect to those assets ratably with all holders of other
unsecured indebtedness that is deemed to be of the same class as the notes, and
potentially with other general creditors.

    Similarly, the guarantees of the notes are effectively subordinated to the
extent of the collateral that does not secure those guarantees.

    In addition, OI Inc.'s $1.7 billion of outstanding public debt securities
are secured by a second priority lien on the capital stock owned by, and
intercompany debt owed to, OI Group and OI Packaging. The collateral securing
OI Inc.'s $1.7 billion of outstanding public debt securities includes the
capital stock of, and intercompany debt owing to OI Group by, OI General
FTS Inc., which have not been pledged to secure the notes.

    In the event of a foreclosure on the collateral that secures the obligations
under the secured credit agreement, obligations owing to lenders or their
affiliates as lending facilities as permitted by the terms of the secured credit
agreement, obligations under interest rate and currency agreements with lenders
or their affiliates as permitted by the terms of the secured credit agreement,
OI Inc.'s obligations under the $1.7 billion of outstanding public debt
securities and the notes, there could be proceeds from the disposition of that
collateral that would not have to be shared with holders of the notes. As a
result, lenders under the secured credit agreement and holders of OI Inc.'s
$1.7 billion of outstanding public debt securities may recover a greater
percentage of the amounts owed to them than holders of the notes.

                                       19

DILUTION OF COLLATERAL--THE COLLATERAL SECURING THE NOTES MAY BE DILUTED UNDER
CERTAIN CIRCUMSTANCES.


    The collateral securing the notes secures an aggregate of $65.0 million of
outstanding term loans under the secured credit agreement as of March 31, 2002.
The secured credit agreement also provides for a $3.0 billion revolving loan
facility that is secured by the collateral securing the notes. The commitment
amounts under the secured credit agreement could be increased in the future. In
addition, the collateral securing the notes secures obligations owing to lenders
or their affiliates as lending facilities as permitted by the terms of the
secured credit agreement and obligations under interest rate and currency
agreements with lenders or their affiliates as permitted by the terms of the
secured credit agreement. This collateral may secure additional senior
indebtedness that OI Group or certain of its subsidiaries incurs in the future,
subject to restrictions on their ability to incur debt and liens under the
secured credit agreement and the indenture. Your rights to the collateral would
be diluted by any increase in the indebtedness secured by this collateral.


DISPOSITION AND RELEASE OF COLLATERAL--THE LENDERS UNDER THE SECURED CREDIT
AGREEMENT HAVE THE RIGHT TO CONTROL THE DISPOSITION AND RELEASE OF COLLATERAL IN
THEIR SOLE DISCRETION.

    Upon the earlier of:

    - payment in full of all obligations under the secured credit agreement and
      the cancellation or termination of the secured credit agreement and
      related letters of credit and the written election of the applicable
      pledgor(s) or grantor(s);

    - the first date on which the pledged collateral no longer secures any
      obligations under the secured credit agreement and upon the written
      election of the applicable pledgor(s) or grantor(s); and

    - the achievement of "investment grade" debt ratings for OI Inc.'s and OI
      Group's long term unsecured debt (in the case of Moody's Investors
      Service, Inc., a rating of Baa3 or higher, and, in the case of Standard &
      Poor's Ratings Services, a rating of BBB or higher),

the security interests securing the notes will terminate and the collateral will
be released. In addition, lenders under the secured credit agreement have the
ability to direct the collateral agent to release all or any portion of the
collateral upon the approval of the requisite percentage of lenders under the
secured credit agreement. In addition, in the event of an asset sale not
prohibited by the secured credit agreement or the collateral documents, the
assets subject to such sale will be released as collateral under the secured
credit agreement. None of these actions by the lenders, or the applicable
pledgor(s) or grantor(s) under the secured credit agreement or related
collateral documents, require action by, or the consent of, any holder of the
notes or the trustee under the indenture or constitute a default under the
indenture. The release of collateral would eliminate the security for the notes
and the collateral securing the guarantees of the notes, the secured credit
agreement and any other indebtedness secured thereby.

    Because the lenders under the secured credit agreement control the
disposition of the collateral securing the secured credit agreement and the
notes, if there were an event of default under the notes, the lenders could
decide not to proceed against the collateral, regardless of whether or not there
is a default under the secured credit agreement. In such event, the only remedy
available to the holders of the notes would be to sue for payment on the notes
and the guarantees. By virtue of the direction of the administration of the
pledges and security interests and the release of collateral, actions may be
taken under the collateral documents that may be adverse to you.

                                       20

RELEASE OF GUARANTEES--THE LENDERS UNDER THE SECURED CREDIT AGREEMENT HAVE THE
DISCRETION TO RELEASE THE GUARANTEES UNDER THE SECURED CREDIT AGREEMENT IN A
VARIETY OF CIRCUMSTANCES.

    Any guaranty of the notes may be released without action by, or consent of,
any holder of the notes or the trustee under the indenture, at the discretion of
the then obligor on the notes, if the guarantor is no longer a guarantor of
obligations under the secured credit agreement, of obligations owing to lenders
or their affiliates as lending facilities as permitted by the terms of the
secured credit agreement and of obligations under interest rate and currency
agreements with lenders or their affiliates as permitted by the terms of the
secured credit agreement. The lenders under the secured credit agreement have
the discretion to release the guarantees under the secured credit agreement in a
variety of circumstances. In the case of the release of collateral consisting of
the stock of a guarantor of the notes, that release would cause the guarantor's
guaranty to be released if the release occurs in the context of an asset sale of
such guarantor that is not prohibited by the secured credit agreement or the
collateral documents. Upon release of a guarantor of the notes under its
guarantee, the collateral documents will provide that the security interests in
the assets of that guarantor securing the notes and guarantees will be released
simultaneously. You will not have a claim as a creditor against any subsidiary
that is no longer a guarantor of the notes, and the indebtedness and other
liabilities, including trade payables, whether secured or unsecured, of those
subsidiaries will effectively be senior to your claims.

FURTHER COLLATERAL PLEDGES SUBJECT TO AVOIDANCE--ANY FUTURE PLEDGE OF COLLATERAL
MIGHT BE AVOIDABLE BY A TRUSTEE IN BANKRUPTCY.

    Any future pledge of collateral in favor of the collateral agent for the
benefit of the indenture trustee might be avoidable by the pledgor (as debtor in
possession) or by its trustee in bankruptcy if certain events or circumstances
exist or occur, including, among others, if the pledgor is insolvent at the time
of the pledge, the pledge permits the holders of the notes to receive a greater
recovery than if the pledge had not been given and a bankruptcy proceeding in
respect of the pledgor is commenced within 90 days following the pledge, or, in
certain circumstances, a longer period.

COVENANT RELIEF FOR INVESTMENT GRADE RATING--IF THE NOTES RECEIVE AN INVESTMENT
GRADE RATING, WE WILL NO LONGER BE SUBJECT TO MOST OF THE COVENANTS IN THE
INDENTURE.

    If at any time the notes receive an "investment grade" rating from
Standard & Poor's Ratings Services and Moody's Investors Service, Inc., subject
to certain additional conditions, OI Group and its restricted subsidiaries will
no longer be subject to most of the covenants set forth in the indenture. In the
event of such release, the covenants will not be restored, even if the notes
were later rated below investment grade by either or both of these rating
agencies. See "Description of Notes--Certain Covenants--Fall-Away Event."

    On and after the one-year anniversary of the effectiveness of the
registration statement required to be filed by the registration rights
agreement, we will be permitted to assign our obligations under the notes and
the indenture to OI Inc., and we and each guarantor will thereafter be released
from our obligations under the notes, the guarantees and the indenture, provided
that (1) OI Inc. assumes all of the obligations under the notes and the
indenture and (2) the obligations of each domestic borrower under the secured
credit agreement have been or will be concurrently assumed by OI Inc. in
accordance with the terms of the secured credit agreement. As a result, holders
of the notes could look only to OI Inc. to satisfy the obligations on the notes.
See "Description of Notes--Certain Covenants--Merger, Consolidation or Sale of
Assets."

                                       21

FRAUDULENT TRANSFER--FEDERAL AND STATE LAWS PERMIT A COURT TO VOID THE NOTES OR
THE GUARANTEES UNDER CERTAIN CIRCUMSTANCES.

    The issuance of the notes and the guarantees may be subject to review under
federal or state fraudulent transfer laws. While the relevant laws may vary from
state to state, under such laws, the payment of consideration or the issuance of
a guarantee will be a fraudulent conveyance if (1) we paid the consideration, or
any guarantor issued guarantees, with the intent of hindering, delaying or
defrauding creditors, or (2) we or any of the guarantors received less than
reasonably equivalent value or fair consideration in return for paying the
consideration or issuing their respective guarantees, and, in the case of
(2) above only, one of the following is also true:

    - we or any of the guarantors were insolvent, or became insolvent, when we
      or they paid the consideration;

    - paying the consideration or issuing the guarantees left us or the
      applicable guarantor with an unreasonably small amount of capital; or

    - we or the applicable guarantor, as the case may be, intended to, or
      believed that we or it would, be unable to pay debts as they matured.

    If the payment of the consideration or the issuance of any guarantee were a
fraudulent conveyance, a court could, among other things, void our obligations
regarding the payment of the consideration or void any of the guarantors'
obligations under their respective guarantees, as the case may be, and require
the repayment of any amounts paid thereunder.

    Generally, an entity will be considered insolvent if:

    - the sum of its debts is greater than the fair value of its property;

    - the present fair value of its assets is less than the amount that it will
      be required to pay on its existing debts as they become due; or

    - it cannot pay its debts as they become due.

    We believe that immediately after the issuance of the notes and the
guarantees, we and each of the guarantors will be solvent, will have sufficient
capital to carry on our respective businesses and will be able to pay our
respective debts as they mature. However, we cannot be sure as to what standard
a court would apply in making these determinations or that a court would reach
the same conclusions with regard to these issues.

CHANGE OF CONTROL--THE SECURED CREDIT AGREEMENT PROVIDES THAT CERTAIN CHANGE OF
CONTROL EVENTS CONSTITUTE AN EVENT OF DEFAULT. IN THE EVENT OF A CHANGE OF
CONTROL, WE MAY NOT BE ABLE TO SATISFY ALL OF OUR OBLIGATIONS UNDER THE SECURED
CREDIT AGREEMENT, THE NOTES OR OTHER INDEBTEDNESS.

    If we, OI Inc. or OI Group experiences specific kinds of changes of control,
we will be required to offer to repurchase all outstanding notes. However, the
secured credit agreement provides that certain change of control events
constitute an event of default under the secured credit agreement. An event of
default would entitle the lenders thereunder to, among other things, cause all
outstanding debt obligations under the secured credit agreement to become due
and payable and to proceed against their collateral, which includes collateral
securing the notes and the guarantees. We cannot assure you that we would have
sufficient assets or be able to obtain sufficient third party financing on
favorable terms to satisfy all of our obligations under the secured credit
agreement, the notes or other indebtedness.

    Any future credit agreements or other agreements relating to indebtedness to
which we become a party may contain restrictions on our ability to offer to
repurchase the notes in connection with a change of control. In the event a
change of control occurs at a time when we are prohibited from

                                       22

offering to purchase the notes, we could seek consent to offer to purchase the
notes or attempt to refinance the borrowings that contain such a prohibition. If
we do not obtain the consent or refinance the borrowings, we would remain
prohibited from offering to purchase the notes. In such case, our failure to
offer to purchase the notes would constitute a default under the indenture,
which, in turn, could result in amounts outstanding under any future credit
agreement or other agreements relating to indebtedness being declared due and
payable. Any such declaration could have adverse consequences to us and the
holders of the notes.

    The provisions relating to a change of control included in the indenture may
increase the difficulty for a potential acquiror to obtain control of us. In
addition, some important corporate events, such as leveraged recapitalizations,
that would increase the level of our indebtedness, would not constitute a
"change of control" under the indenture.

NO PRIOR MARKET FOR THE EXCHANGE NOTES--YOU CANNOT BE SURE THAT AN ACTIVE
TRADING MARKET WILL DEVELOP FOR THE EXCHANGE NOTES.

    The exchange notes are a new issue of securities for which there is
currently no trading market. We do not intend to apply for listing of the
exchange notes on any U.S. Exchange. We have been informed by the initial
purchasers of the private notes that they intend to make a market in the
exchange notes. However, the initial purchasers may cease their market-making at
any time. In addition, the liquidity of the trading market in the exchange
notes, and the market price quoted for these notes, may be adversely affected by
changes in the overall market for high yield securities and by changes in our
financial performance or in the prospects for companies in our industry
generally. As a result, you cannot be sure that an active trading market will
develop for the exchange notes.

RISKS RELATING TO THE BUSINESS OF OI GROUP

INTERNATIONAL OPERATIONS--OI GROUP IS SUBJECT TO RISKS ASSOCIATED WITH OPERATING
  IN FOREIGN COUNTRIES.

    OI Group operates manufacturing and other facilities throughout the world.
Net sales from international operations in 2001 totaled approximately
$2.3 billion, representing approximately 43% of OI Group's net sales. As a
result of its international operations, OI Group is subject to risks associated
with operating in foreign countries, including:

    - political, social and economic instability;

    - war, civil disturbance or acts of terrorism;

    - taking of property by nationalization or expropriation without fair
      compensation;

    - changes in government policies and regulations;

    - devaluations and fluctuations in currency exchange rates;

    - imposition of limitations on conversions of foreign currencies into
      dollars or remittance of dividends and other payments by foreign
      subsidiaries;

    - imposition or increase of withholding and other taxes on remittances and
      other payments by foreign subsidiaries;

    - hyperinflation in certain foreign countries; and

    - impositions or increase of investment and other restrictions or
      requirements by foreign governments.


    The unusually severe economic, market and/or currency exchange conditions in
South America, Europe and the Asia Pacific region adversely affected operating
results in 1999 and 2000. In addition, OI Group has continued to be negatively
affected in 2001 and the first quarter of 2002 by changing


                                       23


foreign currency exchange rates, which reduced U.S. dollar sales of foreign
affiliates by approximately $160.0 million for the year ended December 31, 2001
and $20.8 million for the three months ended March 31, 2002 compared to prior
year periods. The risks associated with operating in foreign countries may have
a material adverse effect on operations.


COMPETITION--WE FACE INTENSE COMPETITION FROM OTHER GLASS CONTAINER PRODUCERS,
AS WELL AS FROM MAKERS OF ALTERNATIVE FORMS OF PACKAGING. COMPETITIVE PRESSURES
COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH.


    We are subject to significant competition from other glass container
producers, as well as from makers of alternative forms of packaging, such as
aluminum cans and plastic containers. We compete on the basis of price, quality,
service and the marketing attributes of the container in competing with each of
our rigid packaging competitors. Advantages or disadvantages in any of these
competitive factors may be sufficient to cause the customer to consider changing
suppliers and/or to use an alternative form of packaging. For example, during
2001, our sales of glass containers for juice and iced tea products in the U.S.
declined by approximately $27.0 million due to conversions from glass to plastic
containers. Our principal competitors among glass container producers in the
U.S. are Saint-Gobain Containers Co., a wholly-owned subsidiary of Compagnie de
Saint-Gobain, and Anchor Glass Container Corporation.


    In supplying glass containers outside of the U.S., we compete directly with
Compagnie de Saint-Gobain in Italy and Brazil, Rexam plc and Ardagh plc in the
U.K., Vetropak in the Czech Republic and Amcor Limited in Australia. In other
locations in Europe, we compete indirectly with a variety of glass container
firms including Compagnie de Saint-Gobain, BSN Glasspack, Vetropak and Rexam
plc.

    In addition to competing with other large, well-established manufacturers in
the glass container segment, we compete with manufacturers of other forms of
rigid packaging, principally aluminum cans and plastic containers, on the basis
of quality, price and service. The principal competitors producing metal
containers are Crown Cork & Seal Company, Inc., Rexam plc, Ball Corporation and
Silgan Holdings Inc. The principal competitors producing plastic containers are
Consolidated Container Holdings, LLC, Graham Packaging Company, Plastipak
Packaging, Inc. and Silgan Holdings Inc. We also compete with manufacturers of
non-rigid packaging alternatives, including flexible pouches and aseptic
cartons, in serving the packaging needs of juice customers.

    Pressures from competitors and producers of alternative forms of packaging
have resulted in excess capacity in certain countries in the past and have led
to significant pricing pressures in the rigid packaging market.

HIGH ENERGY COSTS--HIGHER ENERGY COSTS WORLDWIDE AND INTERRUPTED POWER SUPPLIES
MAY HAVE A MATERIAL ADVERSE EFFECT ON OPERATIONS.

    Electrical power and natural gas are vital to OI Group's operations and it
relies on a continuous power supply to conduct its business. In 2001, higher
energy costs worldwide impacted OI Group's operations and earnings at a level
that it did not anticipate, resulting in an approximate $50 million increase in
energy costs over 2000. If energy costs substantially increase in the future, OI
Group could experience a significant increase in operating costs, which may have
a material adverse effect on future operating income.

    In addition, certain locations in which OI Group has operations have
experienced power shortages that resulted in periodic "rolling" blackouts to
maintain the stability of the power grid. Certain of OI Group's facilities are
susceptible to power interruptions as long as any such energy crisis exists.
Frequent power interruptions may have a material adverse effect on operations.

                                       24

INTEGRATION RISKS--OI GROUP MAY NOT BE ABLE TO EFFECTIVELY INTEGRATE BUSINESSES
IT ACQUIRES.

    OI Group's strategy includes the acquisition of complementary businesses.
Any recent or future acquisitions are subject to various risks and
uncertainties, including:

    - the inability to assimilate effectively the operations, products,
      technologies and personnel of the acquired companies (some of which are
      located in diverse geographic regions);

    - the potential disruption of existing business and diversion of
      management's attention from day-to-day operations;

    - the inability to maintain uniform standards, controls, procedures and
      policies;

    - the need or obligation to divest portions of the acquired companies; and

    - the potential impairment of relationships with customers.

    In addition, we cannot assure you that the integration and consolidation of
newly acquired businesses will achieve anticipated cost savings and operating
synergies.

CUSTOMER CONSOLIDATION--THE CONTINUING CONSOLIDATION OF OI GROUP'S CUSTOMER BASE
MAY INTENSIFY PRICING PRESSURES AND HAVE A MATERIAL ADVERSE EFFECT ON
OPERATIONS.

    Over the last ten years, many of OI Group's largest customers have acquired
companies with similar or complementary product lines. This consolidation has
increased the concentration of OI Group's business with its largest customers.
In many cases, such consolidation has been accompanied by pressure from
customers for lower prices, reflecting the increase in the total volume of
product purchased or the elimination of a price differential between the
acquiring customer and the company acquired. Increased pricing pressures from OI
Group's customers may have a material adverse effect on operations.

SEASONALITY AND RAW MATERIALS--PROFITABILITY COULD BE AFFECTED BY VARIED
SEASONAL DEMANDS AND THE AVAILABILITY OF RAW MATERIALS.

    Due principally to the seasonal nature of the brewing, iced tea and other
beverage industries, in which demand is stronger during the summer months, sales
of OI Group's products have varied and are expected to vary by quarter.
Shipments in the U.S. and Europe are typically greater in the second and third
quarters of the year, while shipments in South America and Asia Pacific are
typically greater in the first and fourth quarters of the year. Unseasonably
cool weather during peak demand periods can reduce demand for certain beverages
packaged in OI Group's containers.

    The raw materials that OI Group uses have historically been available in
adequate supply from multiple sources. For certain raw materials, however, there
may be temporary shortages due to weather or other factors, including
disruptions in supply caused by raw material transportation or production
delays. These shortages, as well as material increases in the cost of any of the
principal raw materials that OI Group uses, may have a material adverse effect
on operations.

ENVIRONMENTAL RISKS--OI GROUP IS SUBJECT TO VARIOUS ENVIRONMENTAL LEGAL
REQUIREMENTS AND MAY BE SUBJECT TO NEW LEGAL REQUIREMENTS IN THE FUTURE. THESE
REQUIREMENTS MAY HAVE A MATERIAL ADVERSE EFFECT ON OPERATIONS.

    OI Group's operations and properties, both in the U.S. and abroad, are
subject to extensive laws, ordinances, regulations and other legal requirements
relating to environmental protection, including legal requirements governing
investigation and clean-up of contaminated properties as well as water
discharges, air emissions, waste management and workplace health and safety.
Such legal requirements frequently change and are different in every
jurisdiction. OI Group's operations and properties, both in

                                       25

the U.S. and abroad, must comply with these legal requirements. These
requirements may have a material adverse effect on operations.

    OI Group has incurred, and expects to incur, costs for its operations to
comply with environmental legal requirements, and these costs could increase in
the future. Many environmental legal requirements provide for substantial fines,
orders (including orders to cease operations), and criminal sanctions for
violations. These legal requirements may apply to conditions at properties that
OI Group presently or formerly owned or operated, as well as at other properties
for which OI Group may be responsible, including those at which wastes
attributable to OI Group were disposed. A significant order or judgment against
OI Group, the loss of a significant permit or license or the imposition of a
significant fine may have a material adverse effect on operations.

    A number of governmental authorities both in the U.S. and abroad have
enacted, or are considering, legal requirements that would mandate certain rates
of recycling, the use of recycled materials, and/or limitations on certain kinds
of packaging materials such as plastics. In addition, some companies with
packaging needs have responded to such developments, and /or to perceived
environmental concerns of consumers, by using containers made in whole or in
part of recycled materials. Such developments may reduce the demand for some of
OI Group's products, and/or increase OI Group's costs, which may have a material
adverse effect on operations.

LABOR RELATIONS--OI GROUP IS PARTY TO COLLECTIVE BARGAINING AGREEMENTS WITH
LABOR UNIONS. ORGANIZED STRIKES OR WORK STOPPAGES BY UNIONIZED EMPLOYEES MAY
HAVE A MATERIAL ADVERSE EFFECT ON OPERATIONS.


    OI Group is party to a number of collective bargaining agreements with labor
unions, the principal one of which will expire in April 2005, and at March 31,
2002, covered approximately 90% of OI Group's union affiliated employees in the
U.S. Upon the expiration of any collective bargaining agreement, OI Group's
inability to negotiate acceptable contracts with labor unions could result in
strikes by the affected workers and increased operating costs as a result of
higher wages or benefits paid to union members. If the unionized workers were to
engage in a strike or other work stoppage, OI Group could experience a
significant disruption of operations and/or higher ongoing labor costs, which
may have a material adverse effect on operations.


                           FORWARD-LOOKING STATEMENTS

    This prospectus includes forward-looking statements. We have based these
forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are subject to risks,
uncertainties, and assumptions about us and our subsidiaries, and Owens-Illinois
Group, Inc. and its subsidiaries, including, among other things, factors
discussed under the heading "Risk Factors" and the following:

    - foreign currency fluctuations relative to the U.S. dollar;

    - change in capital availability or cost, including interest rate
      fluctuations;

    - general political, economic and competitive conditions in markets and
      countries where we have operations or sell products, including competitive
      pricing pressures, inflation or deflation, and changes in tax rates;

    - consumer preferences for alternative forms of packaging;

    - fluctuations in raw material and labor costs;

    - availability of raw materials;

    - costs and availability of energy;

    - transportation costs;

                                       26

    - consolidation among competitors and customers;

    - the ability to integrate operations of acquired businesses;

    - unanticipated expenditures with respect to environmental, safety and
      health laws;

    - performance by customers of their obligations under supply agreements; and

    - timing and occurrence of events, including events related to
      asbestos-related claims against OI Inc., which are beyond our control.

    We caution you that although we believe that the assumptions on which the
forward-looking statements contained herein are based are reasonable, any of
those assumptions could prove to be inaccurate and, as a result, the
forward-looking statements also could be materially incorrect. In light of these
and other uncertainties, you should not regard the inclusion of a
forward-looking statement in this prospectus as a representation by us or
Owens-Illinois Group, Inc. that our plans and objectives or those of
Owens-Illinois Group, Inc. will be achieved, and you should not place undue
reliance on these forward-looking statements. We undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in this
prospectus might not occur.

                                       27

                               THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

    We issued the private notes on January 24, 2002 to Banc of America
Securities LLC, Goldman, Sachs & Co., Deutsche Banc Alex. Brown Inc., Morgan
Stanley & Co. Incorporated and Scotia Capital (USA) Inc., the initial
purchasers, pursuant to a purchase agreement. The initial purchasers
subsequently sold the private notes to "qualified institutional buyers," as
defined in Rule 144A under the Securities Act, in reliance on Rule 144A, and
outside the United States under Regulation S of the Securities Act. As a
condition to the sale of the private notes, we entered into a registration
rights agreement with the initial purchasers on January 24, 2002. Pursuant to
the registration rights agreement, we agreed that we would:

    (1) file an exchange offer registration statement with the SEC on or prior
       to May 24, 2002;

    (2) use our commercially reasonable efforts to have the exchange offer
       registration statement declared effective by the SEC on or prior to
       August 12, 2002;

    (3) keep the exchange offer open for a period of not less than the minimum
       period required under applicable law, but in no event for less than 20
       business days;

    (4) use our commercially reasonable efforts to consummate the exchange offer
       on or prior to September 21, 2002.

    Upon the effectiveness of the exchange offer registration statement, we will
offer the exchange notes in exchange for the private notes. We filed a copy of
the registration rights agreement as an exhibit to the registration statement.

RESALE OF THE EXCHANGE NOTES

    Based upon an interpretation by the staff of the SEC contained in no-action
letters issued to third parties, we believe that you may exchange private notes
for exchange notes in the ordinary course of business. For further information
on the SEC's position, see EXXON CAPITAL HOLDINGS CORPORATION, available
May 13, 1988, MORGAN STANLEY & CO. INCORPORATED, available June 5, 1991 and
SHEARMAN & STERLING, available July 2, 1993, and other interpretive letters to
similar effect. You will be allowed to resell exchange notes to the public
without further registration under the Securities Act and without delivering to
purchasers of the exchange notes a prospectus that satisfies the requirements of
Section 10 of the Securities Act so long as you do not participate, do not
intend to participate, and have no arrangement with any person to participate,
in a distribution of the exchange notes. However, the foregoing does not apply
to you if you are:

       - a broker-dealer who purchased the exchange notes directly from us to
         resell pursuant to Rule 144A or any other available exemption under the
         Securities Act; or

       - you are an "affiliate" of ours within the meaning of Rule 405 under the
         Securities Act.

    In addition, if:

       - you are a broker-dealer; or

       - you acquire exchange notes in the exchange offer for the purpose of
         distributing or participating in the distribution of the exchange
         notes,

you cannot rely on the position of the staff of the SEC contained in the
no-action letters mentioned above and must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
resale transaction, unless an exemption from registration is otherwise
available.

                                       28

    Each broker-dealer that receives exchange notes for its own account in
exchange for private notes, which the broker-dealer acquired as a result of
market-making activities or other trading activities, must acknowledge that it
will deliver a prospectus in connection with any resale of the exchange notes.
The letter of transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. A broker-dealer may use
this prospectus, as it may be amended or supplemented from time to time, in
connection with resales of exchange notes received in exchange for private notes
which the broker-dealer acquired as a result of market-making or other trading
activities.

TERMS OF THE EXCHANGE OFFER

    Upon the terms and subject to the conditions described in this prospectus
and in the letter of transmittal, we will accept any and all private notes
validly tendered and not withdrawn before the expiration date. We will issue
$1,000 principal amount of exchange notes in exchange for each $1,000 principal
amount of outstanding private notes surrendered pursuant to the exchange offer.
You may tender private notes only in integral multiples of $1,000.

    The form and terms of the exchange notes are the same as the form and terms
of the private notes except that:

    - we will register the exchange notes under the Securities Act and,
      therefore, the exchange notes will not bear legends restricting their
      transfer; and

    - holders of the exchange notes will not be entitled to any of the rights of
      holders of private notes under the registration rights agreement, which
      rights will terminate upon the completion of the exchange offer.

The exchange notes will evidence the same debt as the private notes and will be
issued under the same indenture, so the exchange notes and the private notes
will be treated as a single class of debt securities under the indenture.

    As of the date of this prospectus, $1,000,000,000 in aggregate principal
amount of the private notes are outstanding and registered in the name of
Cede & Co., as nominee for The Depository Trust Company. Only registered holders
of the private notes, or their legal representative or attorney-in-fact, as
reflected on the records of the trustee under the indenture, may participate in
the exchange offer. We will not set a fixed record date for determining
registered holders of the private notes entitled to participate in the exchange
offer.

    You do not have any appraisal or dissenters' rights under the indenture in
connection with the exchange offer. We intend to conduct the exchange offer in
accordance with the provisions of the registration rights agreement and the
applicable requirements of the Securities Act, the Exchange Act and the rules
and regulations of the SEC.

    We will be deemed to have accepted validly tendered private notes when, as
and if we had given oral or written notice of acceptance to the exchange agent.
The exchange agent will act as your agent for the purposes of receiving the
exchange notes from us.

    If you tender private notes in the exchange offer you will not be required
to pay brokerage commissions or fees or, subject to the instructions in the
letter of transmittal, transfer taxes with respect to the exchange of private
notes pursuant to the exchange offer. We will pay all charges and expenses,
other than the applicable taxes described below, in connection with the exchange
offer.

                                       29

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

    The term expiration date will mean 5:00 p.m., New York City time on
            , 2002, unless we, in our sole discretion, extend the exchange
offer, in which case the term expiration date will mean the latest date and time
to which we extend the exchange offer.

    To extend the exchange offer, we will:

    - notify the exchange agent of any extension orally or in writing; and

    - mail to each registered holder an announcement that will include
      disclosure of the approximate number of private notes deposited to date,

each before 9:00 a.m., New York City time, on the next business day after the
previously scheduled expiration date.

    We reserve the right, in our reasonable discretion:

    - to delay accepting any private notes:

    - to extend the exchange offer; or

    - if any conditions listed below under "--Conditions" are not satisfied, to
      terminate the exchange offer by giving oral or written notice of the
      delay, extension or termination to the exchange agent.

    We will follow any delay in acceptance, extension or termination as promptly
as practicable by oral or written notice to the registered holders. If we amend
the exchange offer in a manner we determine constitutes a material change, we
will promptly disclose the amendment in a prospectus supplement that we will
distribute to the registered holders. We will also extend the exchange offer for
a period of five to ten business days, depending upon the significance of the
amendment and the manner of disclosure, if the exchange offer would otherwise
expire during the five to ten business day period.

INTEREST ON THE EXCHANGE NOTES

    The exchange notes will bear interest at the same rate and on the same terms
as the private notes. Consequently, the exchange notes will bear interest at a
rate equal to 8 7/8% per annum (calculated using a 360-day year). Interest will
be payable semi-annually on each February 15 and August 15, commencing
August 15, 2002.

    You will receive interest on August 15, 2002 from the date of initial
issuance of the exchange notes, plus an amount equal to the accrued interest on
the private notes from the date of delivery to the date of exchange.

PROCEDURES FOR TENDERING

    You may tender private notes in the exchange offer only if you are a
registered holder of private notes. To tender in the exchange offer, you must:

    - complete, sign and date the letter of transmittal or a facsimile of the
      letter of transmittal;

    - have the signatures guaranteed if required by the letter of transmittal;
      and

    - mail or otherwise deliver the letter of transmittal or the facsimile to
      the exchange agent at the address listed below under "--Exchange Agent"
      for receipt before the expiration date.

                                       30

    In addition, either:

    - the exchange agent must receive certificates for the private notes along
      with the letter of transmittal into its account at the depositary pursuant
      to the procedure for book-entry transfer described below before the
      expiration date;

    - the exchange agent must receive a timely confirmation of a book-entry
      transfer of the private notes, if the procedure is available, into its
      account at the depositary pursuant to the procedure for book-entry
      transfer described below before the expiration date; or

    - you must comply with the guaranteed delivery procedures described below.

    Your tender, if not withdrawn before the expiration date, will constitute an
agreement between you and us in accordance with the terms and subject to the
conditions described in this prospectus and in the letter of transmittal.

    The method of delivery of private notes and the letter of transmittal and
all other required documents to the exchange agent is at your election and risk.
We recommend that instead of delivery by mail, you use an overnight or hand
delivery service, properly insured. In all cases, you should allow sufficient
time to assure delivery to the exchange agent before the expiration date. You
should not send letters of transmittal or private notes to us. You may request
your respective brokers, dealers, commercial banks, trust companies or nominees
to effect the transactions described above for you.

    If you are a beneficial owner of private notes whose private notes are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee and you wish to tender your notes, you should contact the
registered holder promptly and instruct the registered holder to tender on your
behalf. If you wish to tender on your own behalf, before completing and
executing the letter of transmittal and delivering the private notes you must
either:

    - make appropriate arrangements to register ownership of the private notes
      in your name; or

    - obtain a properly completed bond power from the registered holder.

    The transfer of registered ownership may take considerable time. Unless the
private notes are tendered:

    (1) by a registered holder who has not completed the box entitled "Special
       Issuance Instructions" or the box entitled "Special Delivery
       Instructions" on the letter of transmittal; or

    (2) for the account of:

       - a member firm of a registered national securities exchange or of the
         National Association of Securities Dealers, Inc.;

       - a commercial bank or trust company having an office or correspondent in
         the United States; or

       - an "eligible guarantor institution" within the meaning of Rule 17Ad-15
         under the Exchange Act that is a member of one of the recognized
         signature guarantee programs identified in the letter of transmittal,

an eligible guarantor institution must guarantee the signatures on a letter of
transmittal or a notice of withdrawal described below under "--Withdrawal of
Tenders."

    If the letter of transmittal is signed by a person other than the registered
holder, the private notes must be endorsed or accompanied by a properly
completed bond power, signed by the registered holder as the registered holder's
name appears on the private notes.

                                       31

    If the letter of transmittal or any private notes or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, they
should so indicate when signing, and unless waived by us, they must submit
evidence satisfactory to us of their authority to so act with the letter of
transmittal.

    The exchange agent and the depositary have confirmed that any financial
institution that is a participant in the depositary's system may utilize the
depositary's Automated Tender Offer Program to tender notes.

    We will determine in our sole discretion all questions as to the validity,
form, eligibility, including time of receipt, acceptance and withdrawal of
tendered private notes, which determination will be final and binding. We
reserve the absolute right to reject any and all private notes not properly
tendered or any private notes our acceptance of which would, in the opinion of
our counsel, be unlawful. We also reserve the right to waive any defects,
irregularities or conditions of tender as to particular private notes. Our
interpretation of the terms and conditions of the exchange offer, including the
instructions in the letter of transmittal, will be final and binding on all
parties. Unless waived, you must cure any defects or irregularities in
connection with tenders of private notes within the time we determine. Although
we intend to notify you of defects or irregularities with respect to tenders of
private notes, neither we, the exchange agent nor any other person will incur
any liability for failure to give you that notification. Unless waived, we will
not deem tenders of private notes to have been made until you cure the defects
or irregularities.

    While we have no present plan to acquire any private notes that are not
tendered in the exchange offer or to file a registration statement to permit
resales of any private notes that are not tendered in the exchange offer, we
reserve the right in our sole discretion to purchase or make offers for any
private notes that remain outstanding after the expiration date. We also reserve
the right to terminate the exchange offer, as described below under
"--Conditions," and, to the extent permitted by applicable law, purchase private
notes in the open market, in privately negotiated transactions or otherwise. The
terms of any of those purchases or offers could differ from the terms of the
exchange offer.

    If you wish to tender private notes in exchange for exchange notes in the
exchange offer, we will require you to represent that:

    - you are not an affiliate of ours;

    - you will acquire any exchange notes in the ordinary course of your
      business; and

    - at the time of completion of the exchange offer, you have no arrangement
      with any person to participate in the distribution of the exchange notes.

    In addition, in connection with the resale of exchange notes, any
participating broker-dealer who acquired the private notes for its own account
as a result of market-making or other trading activities must deliver a
prospectus meeting the requirements of the Securities Act. The SEC has taken the
position that participating broker-dealers may fulfill their prospectus delivery
requirements with respect to the exchange notes, other than a resale of an
unsold allotment from the original sale of the notes, with this prospectus.

RETURN OF NOTES

    If we do not accept any tendered private notes for any reason described in
the terms and conditions of the exchange offer or if you withdraw or submit
private notes for a greater principal amount than you desire to exchange, we
will return the unaccepted, withdrawn or non-exchanged notes without expense to
you as promptly as practicable. In the case of private notes tendered by
book-entry transfer into the exchange agent's account at the depositary pursuant
to the book-entry transfer

                                       32

procedures described below, we will credit the private notes to an account
maintained with the depositary as promptly as practicable.

BOOK-ENTRY TRANSFER

    The exchange agent will make a request to establish an account with respect
to the private notes at the depositary for purposes of the exchange offer within
two business days after the date of this prospectus, and any financial
institution that is a participant in the depositary's systems may make
book-entry delivery of private notes by causing the depositary to transfer the
private notes into the exchange agent's account at the depositary in accordance
with the depositary's procedures for transfer. However, although delivery of
private notes may be effected through book-entry transfer at the depositary, you
must transmit and the exchange agent must receive, the letter of transmittal or
a facsimile of the letter of transmittal, with any required signature guarantees
and any other required documents, at the address below under "--Exchange Agent"
on or before the expiration date or pursuant to the guaranteed delivery
procedures described below.

GUARANTEED DELIVERY PROCEDURES

    If you wish to tender your private notes and (1) the notes are not
immediately available or (2) you cannot deliver the private notes, the letter of
transmittal or any other required documents to the exchange agent before the
expiration date, you may effect a tender if:

    (1) the tender is made through an eligible guarantor institution;

    (2) before the expiration date, the exchange agent receives from the
       eligible guarantor institution a properly completed and duly executed
       notice of guaranteed delivery, substantially in the form provided by us,
       that:

       - states your name and address, the certificate number(s) of the private
         notes and the principal amount of private notes tendered,

       - states that the tender is being made by that notice of guaranteed
         delivery, and

       - guarantees that, within three New York Stock Exchange trading days
         after the expiration date, the eligible guarantor institution will
         deposit with the exchange agent the letter of transmittal, together
         with the certificate(s) representing the private notes in proper form
         for transfer or a confirmation of a book-entry transfer, as the case
         may be, and any other documents required by the letter of transmittal;
         and

    (3) within five New York Stock Exchange trading days after the expiration
       date, the exchange agent receives a properly executed letter of
       transmittal, as well as the certificate(s) representing all tendered
       private notes in proper form for transfer and all other documents
       required by the letter of transmittal.

    Upon request, the exchange agent will send to you a notice of guaranteed
delivery if you wish to tender your notes according to the guaranteed delivery
procedures described above.

WITHDRAWAL OF TENDERS

    Except as otherwise provided in this prospectus, you may withdraw tenders of
private notes at any time before 5:00 p.m. on the expiration date.

    To withdraw a tender of private notes in the exchange offer, the exchange
agent must receive a written or facsimile transmission notice of withdrawal at
its address listed in this prospectus before the expiration date. Any notice of
withdrawal must:

    - specify the name of the person who deposited the private notes to be
      withdrawn;

                                       33

    - identify the private notes to be withdrawn, including the certificate
      number(s) and principal amount of the private notes; and

    - be signed in the same manner as the original signature on the letter of
      transmittal by which the private notes were tendered, including any
      required signature guarantees.

    We will determine in our sole discretion all questions as to the validity,
form and eligibility of the notices, and our determination will be final and
binding on all parties. We will not deem any properly withdrawn private notes to
have been validly tendered for purposes of the exchange offer, and we will not
issue exchange notes with respect to those private notes, unless you validly
retender the withdrawn private notes. You may retender properly withdrawn
private notes by following one of the procedures described above under
"--Procedures for Tendering" at any time before the expiration date.

CONDITIONS

    Notwithstanding any other term of the exchange offer, we will not be
required to accept for exchange, or exchange the exchange notes for, any private
notes, and may terminate the exchange offer as provided in this prospectus
before the acceptance of the private notes, if, in our reasonable judgment, the
exchange offer violates applicable law, rules or regulations or an applicable
interpretation of the staff of the SEC.

    If we determine in our reasonable discretion that any of these conditions
are not satisfied, we may:

    - refuse to accept any private notes and return all tendered private notes
      to you;

    - extend the exchange offer and retain all private notes tendered before the
      exchange offer expires, subject, however, to your rights to withdraw the
      private notes; or

    - waive the unsatisfied conditions with respect to the exchange offer and
      accept all properly tendered private notes that have not been withdrawn.

    If the waiver constitutes a material change to the exchange offer, we will
promptly disclose the waiver by means of a prospectus supplement that we will
distribute to the registered holders of the private notes, and we will extend
the exchange offer for a period of five to ten business days, depending upon the
significance of the waiver and the manner of disclosure to the registered
holders, if the exchange offer would otherwise expire during the five to ten
business day period.

TERMINATION OF RIGHTS

    All of your rights under the registration rights agreement will terminate
upon consummation of the exchange offer except with respect to our continuing
obligations:

    - to indemnify you and parties related to you against liabilities, including
      liabilities under the Securities Act; and

    - to provide, upon your request, the information required by
      Rule 144A(d)(4) under the Securities Act to permit resales of the notes
      pursuant to Rule 144A.

SHELF REGISTRATION

    If:

    (1) we and the guarantors are not permitted to consummate the exchange offer
       because the exchange offer is not permitted by applicable law or SEC
       policy; or

                                       34

    (2) any holder of transfer restricted securities notifies us prior to the
       20th day following consummation of the exchange offer that:

       (a) it is prohibited by law or SEC policy from participating in the
           exchange offer; or

       (b) that it may not resell the exchange notes acquired by it in the
           exchange offer to the public without delivering a prospectus and the
           prospectus contained in the exchange offer registration statement is
           not appropriate or available for such resales; or

       (c) that it is a broker-dealer and owns private notes acquired directly
           from us or an affiliate of us,

we and the guarantors will file with the SEC a shelf registration statement to
cover resales of the private notes by the holders thereof who satisfy certain
conditions relating to the provision of information in connection with the shelf
registration statement.

    For purposes of the preceding, "transfer restricted securities" means each
private note until:

    (1) the date on which such note has been exchanged by a person other than a
       broker-dealer for an exchange note in the exchange offer;

    (2) following the exchange by a broker-dealer in the exchange offer of a
       private note for an exchange note, the date on which such exchange note
       is sold to a purchaser who receives from such broker-dealer on or prior
       to the date of such sale a copy of the prospectus contained in the
       exchange offer registration statement;

    (3) the date on which such private note has been effectively registered
       under the Securities Act and disposed of in accordance with the shelf
       registration statement; or

    (4) the date on which such private note is distributed to the public
       pursuant to Rule 144 under the Securities Act.

LIQUIDATED DAMAGES

    If:

    (1) we and the guarantors fail to file any of the registration statements
       required by the registration rights agreement on or before the date
       specified for such filing; or

    (2) any of such registration statements is not declared effective by the SEC
       on or prior to the date specified for such effectiveness; or

    (3) we and the guarantors fail to consummate the exchange offer within
       40 days after the exchange offer registration statement is declared
       effective; or

    (4) the shelf registration statement or the exchange offer registration
       statement is declared effective but thereafter ceases to be effective or
       usable in connection with resales or exchanges of transfer restricted
       securities during the periods specified in the registration rights
       agreement (each such event referred to in clauses (1) through (4) above,
       a "registration default");

then we and the guarantors will pay liquidated damages to each holder of
outstanding notes ("liquidated damages") during the period of one or more
registration defaults, with respect to the first 90-day period immediately
following the occurrence of the first registration default in an amount equal to
0.25% per annum (which amount will be increased by an additional 0.25% per annum
for each subsequent 90-day period that any liquidated damages continue to
accrue; provided that the amounts at which liquidated damages accrue may in no
event exceed 1.0% per annum) in respect of the transfer restricted securities
held by such holder until the applicable registration statement is filed, the
exchange

                                       35

offer registration statement is declared effective and the exchange offer is
consummated or the shelf registration statement is declared effective or again
becomes effective, as the case may be.

EXCHANGE AGENT

    We have appointed U.S. Bank National Association as exchange agent for the
exchange offer. You should direct questions and requests for assistance,
requests for additional copies of this prospectus or the letter of transmittal
and requests for a notice of guaranteed delivery to the exchange agent addressed
as follows:

                                            

      BY REGISTERED OR CERTIFIED MAIL:                       BY HAND DELIVERY:
       U.S. Bank National Association                 U.S. Bank National Association
            180 East Fifth Street                          180 East Fifth Street
          St. Paul, Minnesota 55101                      St. Paul, Minnesota 55101
  Attention: Corporate Trust Administration      Attention: Corporate Trust Administration

           BY OVERNIGHT DELIVERY:                              BY FACSIMILE:
       U.S. Bank National Association                         (651) 244-0711
            180 East Fifth Street                  Attn: Corporate Trust Administration
          St. Paul, Minnesota 55101                        CONFIRM BY TELEPHONE:
  Attention: Corporate Trust Administration                   (651) 244-8677



    Delivery to an address other than the one stated above or transmission via a
facsimile number other than the one stated above will not constitute a valid
delivery.

FEES AND EXPENSES

    We will bear the expenses of soliciting tenders. We are making the principal
solicitation by mail; however, our officers and regular employees may make
additional solicitations by facsimile, telephone or in person.

    We have not retained any dealer manager in connection with the exchange
offer and will not make any payments to brokers, dealers or others soliciting
acceptances of the exchange offer. We will, however, pay the exchange agent
reasonable and customary fees for its services and will reimburse it for its
reasonable out-of-pocket expenses.

    We will pay the cash expenses incurred in connection with the exchange offer
which we estimate to be approximately $250,000. These expenses include
registration fees, fees and expenses of the exchange agent and the trustee,
accounting and legal fees and printing costs, among others.

    We will pay all transfer taxes, if any, applicable to the exchange of notes
pursuant to the exchange offer. If, however, a transfer tax is imposed for any
reason other than the exchange of the private notes pursuant to the exchange
offer, then you must pay the amount of the transfer taxes. If you do not submit
satisfactory evidence of payment of the taxes or exemption from payment with the
letter of transmittal, we will bill the amount of the transfer taxes directly to
you.

CONSEQUENCE OF FAILURES TO EXCHANGE

    Participation in the exchange offer is voluntary. We urge you to consult
your financial and tax advisors in making your decisions on what action to take.
Private notes that are not exchanged for

                                       36

exchange notes pursuant to the exchange offer will remain restricted securities.
Accordingly, those private notes may be resold only:

    - to a person whom the seller reasonably believes is a qualified
      institutional buyer in a transaction meeting the requirements of
      Rule 144A;

    - in a transaction meeting the requirements of Rule 144 under the Securities
      Act;

    - outside the United States to a foreign person in a transaction meeting the
      requirements of Rule 903 or 904 of Regulation S under the Securities Act;

    - in accordance with another exemption from the registration requirements of
      the Securities Act and based upon an opinion of counsel if we so request;

    - to us; or

    - pursuant to an effective registration statement.

    In each case, the private notes may be resold only in accordance with any
applicable securities laws of any state of the United States or any other
applicable jurisdiction.

                                USE OF PROCEEDS

    The exchange offer satisfies an obligation under the registration rights
agreement. We will not receive any cash proceeds from the exchange offer.


    The net proceeds from the sale of the private notes, after deducting
discounts, commissions and offering expenses, were $980.0 million. The net
proceeds were used to repay a portion of the outstanding term loan under the
secured credit agreement, which matures on March 31, 2004. The interest rate on
the outstanding term loan at December 31, 2001 was 4.50%.


                                       37

                  CAPITALIZATION OF OWENS-ILLINOIS GROUP, INC.


    The following table presents, as of March 31, 2002, the consolidated
capitalization of OI Group. You should read this table in conjunction with the
Consolidated Financial Statements and the notes thereto included elsewhere in
this prospectus. For more information, see also the section entitled "Selected
Consolidated Financial Data of Owens-Illinois Group, Inc."





                                                              AT MARCH 31,
                                                                  2002
                                                              -------------
                                                              (IN MILLIONS)
                                                           
Current debt:
  Short-term loans..........................................    $   57.5
  Long-term debt due within one year........................        28.9
                                                                --------
  Total current debt........................................    $   86.4
                                                                ========
Long-term debt:
  Senior Secured Credit Facility:
    Revolving Credit Agreement (a)..........................    $2,424.1
    Term Loan...............................................        65.0
                                                                --------
      Total Senior Secured Credit Facility..................     2,489.1
  8 7/8% Senior Secured Notes...............................     1,000.0
  Payable to OI Inc.........................................     1,700.0
  Other.....................................................       155.6
                                                                --------
      Total long-term debt..................................     5,344.7
Share owner's equity:
  Common stock, par value $.01 per share, 1,000 shares
    authorized, 100 shares issued and outstanding...........          --
  Capital in excess of par value............................     1,693.4
  Retained earnings.........................................       766.7
  Accumulated other comprehensive income (loss).............      (605.3)
                                                                --------
      Total share owner's equity............................     1,854.8
                                                                --------
Total capitalization........................................    $7,285.9
                                                                ========



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


(a) At March 31, 2002, OI Group had unused borrowing capacity of $479.5 million
    available under the secured credit agreement.


                                       38

                    SELECTED CONSOLIDATED FINANCIAL DATA OF
                           OWENS-ILLINOIS GROUP, INC.


    The selected consolidated financial data presented below relates to each of
the five years in the period ended December 31, 2001 and the three months ended
March 31, 2002 and 2001. Such data was derived from the Consolidated Financial
Statements, of which the most recent three years, including balance sheets at
December 31, 2001 and 2000, are included elsewhere in this document and were
audited by Ernst & Young LLP, independent auditors, whose report with respect to
the financial statements appears elsewhere in this document. The financial data
for the three months ended March 31, 2002 and 2001 were derived from unaudited
consolidated financial statements of OI Group. The results for the three months
are not necessarily indicative of the results to be expected for the full year.
For more information, see the "Consolidated Financial Statements" included
elsewhere in this prospectus.





                                                                                                        THREE MONTHS
                                                            YEARS ENDED DECEMBER 31,                   ENDED MARCH 31,
                                              ----------------------------------------------------   -------------------
                                                2001       2000       1999     1998(A)    1997(B)      2002       2001
                                              --------   --------   --------   --------   --------   --------   --------
                                                             (DOLLARS IN MILLIONS)
                                                                                           
CONSOLIDATED OPERATING RESULTS:
  Net sales.................................  $5,402.5   $5,552.1   $5,522.9   $5,306.3   $4,658.5   $1,310.9   $1,306.1
  Other revenue(c)..........................     610.8      262.7      263.8     193.0      169.9        27.4       58.4
                                              --------   --------   --------   --------   --------   --------   --------
                                               6,013.3    5,814.8    5,786.7   5,499.3    4,828.4     1,338.3    1,364.5
  Costs and expenses:
    Manufacturing, shipping and delivery....   4,218.4    4,359.1    4,296.4   4,075.6    3,666.4     1,019.8    1,027.7
    Research, engineering, selling,
      administrative and other(d)...........     693.7      810.6      566.6     584.7      407.0       108.4      142.3
                                              --------   --------   --------   --------   --------   --------   --------
    Earnings before interest expense and
      items below...........................   1,101.2      645.1      923.7     839.0      755.0       210.1      194.5
    Interest expense(e).....................     434.0      486.7      425.9     380.0      302.7       100.9      113.5
                                              --------   --------   --------   --------   --------   --------   --------
    Earnings before items below.............     667.2      158.4      497.8     459.0      452.3       109.2       81.0
    Provision for income taxes(f)...........     286.4       64.1      185.5     162.3      148.5        34.5       27.2
    Minority share owners' interests in
      earnings of subsidiaries..............      20.1       22.0       13.2      20.2       31.4         4.5        4.9
                                              --------   --------   --------   --------   --------   --------   --------
    Earnings before extraordinary items and
      cumulative effect of accounting
      change................................     360.7       72.3      299.1     276.5      272.4        70.2       48.9
    Extraordinary charges from early
      extinguishment of debt, net of
      applicable income taxes...............      (4.1)                 (0.8)    (14.1)    (104.5)       (6.7)
    Cumulative effect of accounting
      change................................                                                           (460.0)
                                              --------   --------   --------   --------   --------   --------   --------
    Net earnings............................  $  356.6   $   72.3   $  298.3   $ 262.4    $ 167.9    $ (396.5)  $   48.9
                                              ========   ========   ========   ========   ========   ========   ========
OTHER DATA:
  Cash provided by operating activities.....  $  620.3   $  541.7   $  677.3   $ 716.9    $ 517.2    $   97.7   $   (6.2)
  Investing activities:
    Additions to property, plant, and
      equipment.............................    (531.9)    (481.4)    (650.4)   (573.5)    (471.3)     (112.2)     (93.1)
    Other investing activities..............     420.7       17.3      303.1   (3,659.1)    (79.7)       14.6      108.8
                                              --------   --------   --------   --------   --------   --------   --------
      Cash utilized in investing
        activities..........................    (111.2)    (464.1)    (347.3)  (4,232.6)   (551.0)      (97.7)      15.7
  Cash provided by (utilized in) financing
    activities..............................    (578.9)    (153.8)    (327.5)  3,642.6      110.3       (42.0)     (57.1)
  EBIT(g)...................................   1,074.3      612.6      895.2     809.8      731.4       204.8      188.0
  EBITDA(h).................................   1,598.1    1,152.0    1,431.6   1,266.3    1,070.8       318.7      319.0
  Adjusted EBIT(i)..........................     764.3      860.9      875.2     870.5      729.2       204.8      174.9
  Adjusted EBITDA(j)........................   1,288.1    1,400.3    1,411.6   1,327.0    1,068.6       318.7      305.9
  Depreciation..............................     403.2      412.6      403.7     358.5      283.5       107.4      100.7
  Amortization of excess cost and
    intangibles.............................     120.6      126.8      132.7      98.0       55.9         6.5       30.3
  Amortization of deferred finance fees
    (included in interest expense)..........      19.9       10.1        8.9       7.4        4.1         5.7        2.5
  Ratio of total debt to Adjusted EBITDA....       4.2x       4.2x       4.2x      4.5x       3.1x         --         --
  Ratio of Adjusted EBITDA to interest
    expense.................................       3.0x       2.9x       3.3x      3.5x       3.5x        3.2x       2.7x
  Ratio of earnings to fixed charges(k).....       2.5x       1.3x       2.1x      2.1x       2.4x        2.1x       1.7x
BALANCE SHEET DATA (AT END OF PERIOD):
  Working capital...........................  $    899   $    881   $    892   $   905    $   660    $    935   $    926
  Excess of purchase cost over net assets
    acquired, net of accumulated
    amortization (goodwill).................     2,995      3,101      3,294     3,315      1,295       2,564      2,960
  Total assets..............................     9,993     10,080     10,521    10,818      6,576       9,584      9,732
  Total debt................................     5,401      5,850      5,939     5,917      3,324       5,431      5,644
  Share owner's equity......................     2,322      2,107      2,327     2,522      1,273       1,855      2,065



- ------------------------------
(a) Results of operations and other data since April 1998 include the
    acquisition of the worldwide glass and plastics packaging businesses of BTR
    plc and the related financings.

                                       39

(b) Results of operations and other data since January 1997 include the
    acquisition of AVIR S.p.A.

(c) Other revenue in 2001 includes: (1) a gain of $457.3 million
    ($284.4 million after tax) related to the sale of the Harbor Capital
    Advisors business; and (2) gains totaling $13.1 million ($12.0 million after
    tax) related to the sale of the label business and the sale of a minerals
    business in Australia.

    Other revenue in 1999 includes gains totaling $40.8 million ($23.6 million
    after tax and minority share owners' interests) related to the sales of a
    U.S. glass container plant and a mold manufacturing business in Colombia.

    Other revenue in 1998 includes: (1) a gain of $18.5 million ($11.4 million
    after tax) related to the termination of a license agreement, net of charges
    for related equipment write-offs and capacity adjustments, under which OI
    Group had produced plastic multipack carriers for beverage cans; and (2) a
    loss of $5.7 million ($3.5 million after tax) on the sale of a discontinued
    operation by an equity investee.

    Other revenue in 1997 includes a gain of $16.3 million (pretax and after
    tax) from the sale of the remaining 49% interest in Kimble Glass.


    Other revenue for the three months ended March 31, 2001 includes gains of
    $13.1 million ($12.0 million after tax) related to the sale of the label
    business and the sale of a minerals business in Australia.


(d) Amount for 2001 includes: (1) charges of $82.1 million ($65.3 million after
    tax and minority share owners' interests) related to restructuring and
    impairment charges at certain international glass operations, principally
    Venezuela and Puerto Rico, as well as certain other domestic and
    international operations; (2) a charge of $31.0 million (pretax and after
    tax) related to the loss on the sale of facilities in India; (3) charges of
    $30.9 million ($19.4 million after tax) related to special employee benefit
    programs; (4) a charge of $8.5 million ($5.3 million after tax) for certain
    contingencies; and (5) a charge of $7.9 million ($4.9 million after tax)
    related to restructuring manufacturing capacity in the medical devices
    business.

    In 2000, OI Group recorded pretax charges totaling $248.3 million
    ($171.0 million after tax and minority share owners' interests) for the
    following: (1) $122.4 million ($77.3 million after tax and minority share
    owners' interests) related to the consolidation of manufacturing capacity;
    (2) a net charge of $52.4 million ($32.6 million after tax) related to early
    retirement incentives and special termination benefits for 350 U.S. salaried
    employees; (3) $40.0 million (pretax and after tax) related to the
    impairment of property, plant and equipment at facilities in India; and
    (4) $33.5 million ($21.1 million after tax and minority share owners'
    interests) related principally to the write-off of software and related
    development costs.

    Amount for 1999 includes charges totaling $20.8 million ($14.0 million after
    tax and minority share owners' interests) related principally to
    restructuring costs and write-offs of certain assets in Europe and South
    America.

    In 1998, OI Group recorded: (1) charges of $72.6 million ($47.4 million
    after tax and minority share owners' interests) related principally to a
    plant closing in the U.K. and restructuring costs at certain international
    affiliates; and (2) a net charge of $0.9 million ($0.6 million after tax)
    for the settlement of certain environmental litigation and the reduction of
    previously established reserves for guarantees of certain lease obligations
    of a previously divested business.

    In 1997, OI Group recorded charges of $14.1 million ($8.7 million after tax)
    principally for guarantees of certain lease obligations of a previously
    divested business.

(e) Amount for 2001 includes a net interest charge of $4.0 million
    ($2.8 million after tax) related to interest on the resolution of the
    transfer of pension assets and liabilities for a previous acquisition and
    divestiture. Assuming the notes had been issued at the beginning of 2001,
    interest expense for the year would have been $30.4 million higher and net
    earnings for the year would have been $18.9 million lower.

(f) Amount for 2001 includes a $6.0 million charge to adjust tax liabilities in
    Italy as a result of recent legislation.

    Amount for 2000 includes a fourth quarter benefit of $9.3 million to adjust
    net income tax liabilities in Italy as a result of recent legislation.

    In 1998, OI Group recorded a credit of $15.1 million to adjust net deferred
    income tax liabilities as a result of a reduction in Italy's statutory
    income tax rate.

(g) EBIT consists of consolidated earnings before interest income, interest
    expense, provision for income taxes, minority share owners' interests in
    earnings of subsidiaries and extraordinary charges.

(h) EBITDA consists of EBIT before depreciation and amortization of excess cost
    and intangibles. EBITDA is presented because OI Group believes it is
    frequently used by securities analysts, investors and other interested
    parties in the evaluation of companies in OI Group's industry. However,
    other companies in OI Group's industry may calculate EBITDA differently than
    OI Group does. EBITDA is not a measurement of financial performance under
    generally accepted accounting principles and should not be considered as an
    alternative to cash flow from operating activities or as a measure of
    liquidity or an alternative to net income as indicators of OI Group's
    operating performance or any other measures of performance derived in
    accordance with generally accepted accounting principles. See "Consolidated
    Financial Statements--Consolidated Cash Flows."

(i) OI Group evaluates performance and allocates resources based on EBIT
    excluding unusual items ("Adjusted EBIT"). Unusual items consist of the
    gains, losses and charges discussed in Notes (c) and (d) above. The
    reconciliation from EBIT to Adjusted EBIT is as follows:

                                       40





                                                                                                         THREE MONTHS
                                                                                                             ENDED
                                                             YEARS ENDED DECEMBER 31,                      MARCH 31,
                                               ----------------------------------------------------   -------------------
                                                 2001       2000       1999       1998       1997       2002       2001
                                               --------   --------   --------   --------   --------   --------   --------
                                                                        (IN MILLIONS)
                                                                                            
EBIT.........................................  $1,074.3    $612.6     $895.2     $809.8     $731.4     $204.8     $188.0
Add (deduct):
  Gain on sale of Harbor Capital Advisors
    business.................................    (457.3)
  Gains on sales of label business and
    minerals business........................     (13.1)                                                           (13.1)
  Gains on sale of glass plant and mold
    business.................................                          (40.8)
  Net gain on termination of license
    agreement................................                                     (18.5)
  Sale of discontinued operations by equity
    investee.................................                                       5.7
  Gain on sale of 49% interest in Kimble
    Glass....................................                                                (16.3)
  Restructuring and impairment, principally
    international glass......................      82.1
  Loss on the sale of facilities in India....      31.0
  Special employee benefit programs..........      30.9
  Charges related to certain contingencies...       8.5
  Restructuring manufacturing capacity in the
    medical devices business.................       7.9
  Consolidation of manufacturing capacity....               122.4
  Early retirement incentives/special
    termination benefits.....................                52.4
  Impairment of property, plant and equipment
    in India.................................                40.0
  Write-off of software and related
    development costs........................                33.5
  Restructuring and asset write-offs in
    Europe/ South America....................                           20.8
  U.K. plant closing and international
    restructuring............................                                      72.6
  Settle environmental litigation/reduce
    reserve for guarantees...................                                       0.9
  Charge for guarantees of lease
    obligations..............................                                                 14.1
                                               --------    ------     ------     ------     ------     ------     ------
Adjusted EBIT................................  $  764.3    $860.9     $875.2     $870.5     $729.2     $204.8     $174.9
                                               ========    ======     ======     ======     ======     ======     ======



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

(j) Adjusted EBITDA represents EBITDA excluding the unusual gains, losses and
    charges discussed in Notes (c) and (d) and summarized in Note (i) above.
    Adjusted EBITDA is presented because OI Group believes it is frequently used
    by securities analysts, investors and other interested parties in the
    evaluation of companies in OI Group's industry. However, other companies in
    OI Group's industry may present Adjusted EBITDA differently than OI Group
    does. Adjusted EBITDA is not a measurement of financial performance under
    generally accepted accounting principles and should not be considered as an
    alternative to cash flow from operating activities or as a measure of
    liquidity or an alternative to net income as indicators of OI Group's
    operating performance or any other measures of performance derived in
    accordance with generally accepted accounting principles. See "Consolidated
    Financial Statements--Consolidated Cash Flows."

(k) For purposes of these computations, earnings consist of earnings before
    income taxes, minority share owners' interests in earnings of subsidiaries
    and extraordinary items plus fixed charges. Fixed charges consist primarily
    of interest on indebtedness, including amortization of deferred finance
    fees, plus that portion of lease rental expense representative of the
    interest factor. Pretax earnings and fixed charges also include the
    proportional share of 50%-owned investees.

                                       41

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
                           OWENS-ILLINOIS GROUP, INC.

RESULTS OF OPERATIONS


FIRST THREE MONTHS 2002 COMPARED WITH FIRST THREE MONTHS 2001



    OI Group recorded net earnings before extraordinary items and cumulative
effect of accounting change of $70.2 million for the first quarter of 2002
compared to net earnings of $48.9 million for the first quarter of 2001. The net
loss for the first quarter of 2002 of $396.5 million reflects $6.7 million of
extraordinary charges from the early extinguishment of debt and $460.0 million
from the cumulative effect of the change in accounting for goodwill. Excluding
the effects of the 2002 extraordinary item and cumulative effect of the change
in accounting for goodwill, OI Group's first quarter 2002 net earnings of
$70.2 million increased $10.2 million, or 17.0% from 2001 first quarter pro
forma earnings excluding unusual items of $60.0 million, adjusted on a pro forma
basis for the goodwill accounting change. Consolidated EBIT for the first
quarter of 2002 was $204.8 million, an increase of $6.8 million, or 3.4%,
compared to the first quarter of 2001 pro forma EBIT of $198.0 million adjusted
on a pro forma for the goodwill accounting change. The increase is principally
due to higher EBIT for the Glass Containers segment, partially offset by lower
EBIT of the Plastics Packaging segment, both as further discussed below.
Interest expense, net of interest income, decreased $11.4 million from the 2001
period due to both lower interest rates and decreased levels of debt. OI Group's
estimated effective tax rate for the first quarter of 2002 was 31.6%. This
compares with a rate of 28.7% for the first quarter of 2001 and 30.3% for the
full year of 2001, adjusted on a pro forma basis to exclude the effects of
goodwill amortization and unusual items. The increase in the 2002 estimated rate
compared to the full year of 2001 is primarily the result of decreased
international and domestic tax benefits and credits and a shift in estimated
international earnings toward countries with higher effective tax rates.



    Capsule segment results (in millions of dollars) for the first quarter of
2002 and 2001 were as follows:





                                                              NET SALES
                                                            (UNAFFILIATED
                                                             CUSTOMERS)                EBIT
                                                         -------------------   ---------------------
                                                           2002       2001       2002     2001(A)(B)
                                                         --------   --------   --------   ----------
                                                                              
Glass Containers.......................................  $  870.1   $  841.5    $151.1      $142.4
Plastics Packaging.....................................     440.8      457.6      74.8        78.9
Other..................................................                  7.0                   3.0
                                                         --------   --------    ------      ------
Segment totals.........................................   1,310.9    1,306.1     225.9       224.3
  Eliminations and other retained items................                          (21.1)      (13.2)
                                                                                ------      ------
Consolidated EBIT before goodwill amortization.........                          204.8       211.1

Amortization of goodwill...............................                                      (23.1)
                                                         --------   --------    ------      ------
Consolidated totals....................................  $1,310.9   $1,306.1    $204.8      $188.0
                                                         ========   ========    ======      ======



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


(a) EBIT for 2001 includes gains totaling $13.1 related to the sale of OI
    Group's label business and the sale of a minerals business in Australia.
    These items increased segment EBIT as follows: Glass Containers -
    $10.3 million; Other - $2.8 million.



(b) In accordance with FAS No. 142, goodwill is no longer amortized beginning in
    2002. In order to facilitate comparisons, goodwill amortization for 2001 has
    been reclassified out of the Glass Containers and Plastics Packaging
    segments and reported separately.


                                       42


    Consolidated net sales for the first quarter of 2002 increased
$4.8 million, or 0.4%, over the prior year. Net sales of the Glass Containers
segment increased $28.3 million, or 3.4%, over 2001. In North America, the
additional sales from the October 2001 acquisition of the Canadian glass
container operations were partially offset by decreased shipments of containers
for beer. The combined U.S. dollar sales of the segment's other foreign
affiliates decreased from the prior year. Increased shipments in Venezuela, Peru
and Poland were more than offset by lower shipments in portions of Europe, South
America, and the Asia Pacific region affected by fewer shipping days resulting
from extended holiday closings, the absence of the glass container operations in
India, and the effects of a strong U.S. dollar. The effect of changing foreign
currency exchange rates reduced U.S. dollar sales of the segment's foreign
affiliates by approximately $19 million. Net sales of the Plastics Packaging
segment decreased $19.0 million, or 4.1%, from 2001, reflecting increased
shipments of plastic containers for food, juices and health care and closures
for food and beverages, which were more than offset by lower shipments of
containers for personal care and prescription packaging and the effects of lower
resin costs on pass-through arrangments with customers. The effects of lower
resin cost pass-throughs decreased sales approximately $7 million compared to
the first quarter of 2001.



    Excluding the effects of the 2001 unusual items, consolidated EBIT for the
first quarter of 2002 increased $6.8 million, or 3.4%, to $204.8 million from
the 2001 pro forma EBIT of $198.0 million, adjusted on a pro forma basis to
exclude goodwill amortization. EBIT of the Glass Containers segment increased
$19.0 million to $151.1 million, compared to pro forma EBIT of $132.1 million in
2001. The combined U.S. dollar EBIT of the segment's foreign affiliates
decreased slightly from prior year. Decreased shipments from OI Group's
operations throughout most of Europe, South America and the Asia Pacific region
were partially offset by lower energy costs worldwide and higher shipments from
OI Group's operations in Venezuela, Peru and Poland. In North America, Glass
Container EBIT increased over 2001 principally as a result of lower costs for
energy and the addition of the Canadian glass container operations in the fourth
quarter of 2001, partially offset by lower shipments of containers for beer and
the conversion of certain food and beverage containers to plastic packaging.
EBIT of the Plastics Packaging segment decreased $4.1 million, or 5.2%, to
$74.8 million compared to pro forma EBIT of $78.9 million in 2001. Increased
shipments of plastic containers for food, juices and health care and closures
for food and beverages were more than offset by lower shipments of containers
for personal care and prescription packaging. EBIT from eliminations and other
retained items decreased $7.9 million from 2001 reflecting lower net financial
services income due to the sale of the Company's Harbor Capital Advisors
business in the second quarter of 2001.



    The first quarter of 2001 includes pretax gains totaling $13.1 million
($12.0 million after tax) related to the sale of OI Group's label business and
the sale of a minerals business in Australia.


    COMPARISON OF 2001 WITH 2000

    For the year ended December 31, 2001, OI Group recorded earnings of
$360.7 million before an extraordinary item compared to net earnings of
$72.3 million for 2000. Net earnings of $356.6 million for 2001 reflect
$4.1 million of an extraordinary charge from the early extinguishment of debt.
Excluding the effects of unusual items for both 2001 and 2000 discussed in the
table below, OI Group's 2001 earnings of $199.0 million before an extraordinary
item decreased $35.0 million, or 15.0%, from 2000 earnings of $234.0 million.

    The following table lists unusual items (in millions of dollars) recorded in
2001 and 2000, and their related effects on both EBIT and earnings before
extraordinary items. EBIT is defined as earnings

                                       43

before interest income, interest expense, provision for income taxes, minority
share owners' interest in earnings of subsidiaries, and extraordinary charges.



                                                                 2001                    2000
                                                       ------------------------   -------------------
                                                                    EARNINGS
                                                                     BEFORE
                                                                  EXTRAORDINARY
                                                         EBIT         ITEM          EBIT     EARNINGS
                                                       --------   -------------   --------   --------
                                                                                 
As reported..........................................  $1,074.3      $ 360.7       $612.6     $ 72.3
Unusual items--charges (credits):
  Gain on the sale of the Harbor Capital Advisors
    business.........................................    (457.3)      (284.4)
  Gain on the sale of the label business and the sale
    of a minerals business in Australia..............     (13.1)       (12.0)
  Restructuring and impairment charges at certain
    international and domestic operations............      82.1         65.3
  Loss on the sale of facilities in India............      31.0         31.0
  Special employee benefit programs..................      30.9         19.4
  Charges related to certain contingencies...........       8.5          5.3
  Restructuring manufacturing capacity in the medical
    devices business.................................       7.9          4.9
  Charges to adjust net income tax liabilities in
    Italy............................................                    6.0
  Net interest on the resolution of the transfer of
    pension assets and liabilities for a previous
    acquisition......................................                    2.8
  Charges related to consolidation of manufacturing
    capacity.........................................                               122.4       77.3
  Charges related to early retirement incentives and
    special termination benefits.....................                                52.4       32.6
  Charges related to impairment of property, plant,
    and equipment in India...........................                                40.0       40.0
  Other charges, principally related to the write-off
    of software......................................                                33.5       21.1
  Benefit related to an adjustment of tax liabilities
    in Italy as a result of recent legislation.......                                           (9.3)
                                                       --------      -------       ------     ------
  Before unusual items...............................  $  764.3      $ 199.0       $860.9     $234.0
                                                       ========      =======       ======     ======


    Consolidated EBIT, excluding unusual items, for 2001 was $764.3 million, a
decrease of $96.6 million, or 11.2%, compared to 2000 EBIT, excluding unusual
items, of $860.9 million. The decrease is attributable to lower EBIT for both
the Glass Containers segment and the Plastics Packaging segment. Results of both
segments are discussed further below. Interest expense, net of interest income
and unusual items, decreased $51.1 million from 2000 due principally to lower
interest rates and decreased levels of debt. Exclusive of the adjustment for net
income tax liabilities in Italy and other unusual items previously discussed,
the effective tax rate for 2001 was 38.1%. This compares with a rate of 36.9%
for 2000, excluding the adjustment for net income tax liabilities in Italy and
other unusual items. The increase in the 2001 rate compared to 2000 is primarily
the result of the non-recurrence of certain international and domestic tax
benefits and credits.

                                       44

    Capsule segment results (in millions of dollars) for 2001 and 2000 were as
follows (a):



NET SALES TO UNAFFILIATED CUSTOMERS                             2001       2000
- -----------------------------------                           --------   --------
                                                                   
Glass Containers............................................  $3,571.2   $3,695.6
Plastics Packaging..........................................   1,817.5    1,787.6
Other.......................................................      13.8       68.9
                                                              --------   --------
Segment and consolidated net sales..........................  $5,402.5   $5,552.1
                                                              --------   --------




EBIT(B)                                                       2001(C)    2000(D)
- -------                                                       --------   --------
                                                                   
Glass Containers............................................  $  489.9   $  401.2
Plastics Packaging..........................................     218.1      238.0
Other.......................................................     (13.3)       1.1
                                                              --------   --------
Segment EBIT................................................     694.7      640.3
  Eliminations and other retained items.....................     379.6      (27.7)
                                                              --------   --------
Consolidated EBIT...........................................  $1,074.3   $  612.6
                                                              --------   --------


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

(a) See "Consolidated Financial Statements--Segment Information."

(b) EBIT consists of consolidated earnings before interest income, interest
    expense, provision for income taxes, minority share owners' interests in
    earnings of subsidiaries and extraordinary charges.

(c) Amount for 2001 includes: (1) a gain of $457.3 million related to the sale
    of the Harbor Capital Advisors business; (2) a $10.3 million gain from the
    sale of a minerals business in Australia; (3) a $2.8 million gain from the
    sale of the label business; (4) charges of $82.1 million related to
    restructuring and impairment charges at certain international glass
    operations, principally Venezuela and Puerto Rico, as well as certain other
    domestic and international operations; (5) a charge of $31.0 million related
    to the loss on the sale of facilities in India; (6) charges of
    $30.9 million related to special employee benefit programs; (7) a charge of
    $8.5 million for certain contingencies; and (8) a charge of $7.9 million
    related to restructuring manufacturing capacity in the medical devices
    business.

    Such charges (gains) are included as follows in consolidated EBIT for 2001
    (in millions of dollars):

                                                           
Glass Containers............................................  $   92.6
Plastics Packaging..........................................      29.8
Other.......................................................       5.1
                                                              --------
  Total Product Segments....................................     127.5
Eliminations and other retained items.......................    (437.5)
                                                              --------
  Consolidated Totals.......................................  $ (310.0)
                                                              ========



(d) Amount for 2000 includes charges totaling $248.3 million for the following:
    (1) $122.4 million related to the consolidation of manufacturing capacity;
    (2) a net charge of $52.4 million related to early retirement incentives and
    special termination benefits for 350 U.S. salaried employees;
    (3) $40.0 million related to the impairment of property, plant and equipment
    at facilities in India; and (4) $33.5 million related principally to the
    write-off of software and related development costs.

                                       45

    These items were recorded in the third quarter of 2000. Such items are
    included as follows in consolidated EBIT for 2000 (in millions of dollars):

                                                           
Glass Containers............................................  $186.0
Plastics Packaging..........................................    11.2
                                                              ------
  Total Product Segments....................................   197.2
Eliminations and other retained items.......................    51.1
                                                              ------
  Consolidated Totals.......................................  $248.3
                                                              ======



    Consolidated net sales for 2001 decreased $149.6 million, or 2.7%, over the
prior year. Net sales of the Glass Containers segment decreased $124.4 million
from 2000. In North America, the additional sales from the acquisition of the
Canadian operations were more than offset by decreased shipments of containers
for beer producers and conversions of certain juice and iced tea from glass to
plastic containers. The combined U.S. dollar sales of the segment's foreign
affiliates decreased from the prior year. Increased shipments from operations
throughout most of Europe and South America were more than offset by the effects
of a strong U.S. dollar and lower shipments from operations in the United
Kingdom and most of the Asia Pacific region. The effect of changing foreign
currency exchange rates reduced U.S. dollar sales of the segment's foreign
affiliates by approximately $140 million. Net sales of the Plastics Packaging
segment increased $29.9 million, or 1.7%, over 2000, reflecting increased
shipments of plastic containers and closures for food and health care, as well
as prescription products, and the effects of higher resin costs on pass-through
arrangements with customers, partially offset by lower shipments of plastic
containers for juice and other beverages and the effect of changing foreign
currency exchange rates, principally in Australia. The effects of higher resin
costs increased sales by approximately $32 million compared to 2000.

    Segment EBIT for 2001, excluding the 2001 and 2000 unusual items, decreased
$15.3 million to $822.2 million, or 15.2% of net sales, from 2000 segment EBIT
of $837.5 million, or 15.1% of net sales. Consolidated operating expense
(consisting of selling and administrative, engineering, and research and
development expenses) as a percentage of net sales was 7.7% in 2001 compared to
6.5% in 2000. The increase in operating expenses is attributed to lower pension
income and higher costs of certain employee benefit programs. EBIT of the Glass
Containers segment decreased $4.7 million, or 0.8%, to $582.5 million, compared
to $587.2 million in 2000. The combined U.S. dollar EBIT of the segment's
foreign affiliates increased from prior year. Increased shipments from
operations throughout most of Europe and South America were partially offset by
the effects of a strong U.S. dollar, higher energy costs worldwide, and lower
shipments from operations in the United Kingdom and most of the Asia Pacific
region. In the United States, Glass Container EBIT decreased from 2000
principally due to higher energy costs, which have not been fully recovered
through price adjustments. EBIT of the Plastics Packaging segment decreased
$1.3 million, or 0.5%, to $247.9 million, compared to $249.2 million in 2000.
Increased shipments of plastic containers and closures for food and health care,
as well as prescription products, were more than offset by lower shipments of
plastic containers for juice and other beverages and one-time costs associated
with the relocation of a U.S. manufacturing operation to a new and larger
facility to accommodate a growing business base.

    Eliminations and other retained items, excluding the 2001 and 2000 unusual
items, declined $81.3 million from 2000 reflecting lower net financial services
income due to the sale of the Harbor Capital Advisors business, higher spending
on information systems, and certain employee benefit costs increases.

    The 2001 results include a net pretax gain of $310.0 million
($170.5 million after tax and minority share owners' interest) for the
following: (1) a gain of $457.3 million ($284.4 million after tax) related to
the sale of the Harbor Capital Advisors business; (2) gains totaling
$13.1 million ($12.0 million after tax) related to the sale of the label
business and the sale of a minerals business in Australia;

                                       46

(3) charges of $82.1 million ($65.3 million after tax and minority share owners'
interests) related to restructuring and impairment charges at certain
international glass operations, principally Venezuela and Puerto Rico, as well
as certain other domestic and international operations; (4) a charge of
$31.0 million (pretax and after tax) related to the loss on the sale of
facilities in India; (5) charges of $30.9 million ($19.4 million after tax)
related to special employee benefit programs; (6) a charge of $8.5 million
($5.3 million after tax) for certain contingencies; and (7) a charge of
$7.9 million ($4.9 million after tax) related to restructuring manufacturing
capacity in the medical devices business.

    The 2000 results include pretax charges totaling $248.3 million
($171.0 million after tax and minority share owners' interests) for the
following: (1) $122.4 million ($77.3 million after tax and minority share
owners' interests) related to the consolidation of manufacturing capacity;
(2) a net charge of $52.4 million ($32.6 million after tax) related to early
retirement incentives and special termination benefits for 350 United States
salaried employees; (3) $40.0 million (pretax and after tax) related to the
impairment of property, plant and equipment at facilities in India; and
(4) $33.5 million ($21.1 million after tax and minority share owners' interests)
related principally to the write-off of software and related development costs.

    COMPARISON OF 2000 WITH 1999

    For the year ended December 31, 2000, OI Group recorded net earnings of
$72.3 million compared to earnings before extraordinary items of $299.1 million
for 1999. Net earnings of $298.3 million for 1999 reflect $0.8 million of
extraordinary charges from the early extinguishment of debt. Excluding the
effects of unusual items for both 2000 and 1999 discussed in the table below, OI
Group's 2000 earnings of $234.0 million decreased $55.5 million, or 19.2%, from
1999 earnings before extraordinary items of $289.5 million.

    The 2000 results include the unusual items discussed above. The 1999 results
included the following unusual items: (1) gains totaling $40.8 million
($23.6 million after tax and minority share owners' interests) related to the
sales of a U.S. glass container plant and a mold manufacturing business in
Colombia and (2) charge totaling $20.8 million ($14.0 million after tax and
minority share owners' interests) related principally to restructuring costs and
write-offs of certain assets in Europe and South America.

    Consolidated EBIT, excluding unusual items, for 2000 was $860.9 million, a
decrease of $14.3 million, or 1.6%, compared to consolidated EBIT for 1999,
excluding unusual items, of $875.2 million. The decrease is attributable to
lower EBIT for the Plastics Packaging segment, partially offset by slightly
higher EBIT for the Glass Containers segment. Results of both segments are
discussed further below. Interest expense, net of interest income, increased
$56.8 million from the 1999 period due principally to higher interest rates. The
$8.8 million increase in minority share owners' interests in earnings of
subsidiaries resulted from higher net earnings of certain foreign affiliates,
principally the affiliates in Colombia, Venezuela and Brazil. Exclusive of the
adjustment for net income tax liabilities in Italy and other unusual items
previously discussed, the effective tax rate for 2000 was 36.9%. This compares
with a rate of 36.9% for 1999, excluding unusual items.

                                       47

    Capsule segment results (in millions of dollars) for 2000 and 1999 were as
follows (a):



NET SALES TO UNAFFILIATED CUSTOMERS                             2000       1999
- -----------------------------------                           --------   --------
                                                                   
Glass Containers............................................  $3,695.6   $3,762.6
Plastics Packaging..........................................   1,787.6    1,686.7
Other.......................................................      68.9       73.6
                                                              --------   --------
Segment and consolidated net sales..........................  $5,552.1   $5,522.9
                                                              --------   --------




EBIT                                                          2000(B)      1999
- ----                                                          --------   --------
                                                                   
Glass Containers............................................  $  401.2   $  602.4(c)
Plastics Packaging..........................................     238.0      277.7
Other.......................................................       1.1        9.2
                                                              --------   --------
Segment EBIT................................................     640.3      889.3
  Eliminations and other retained items.....................     (27.7)       5.9
                                                              --------   --------
Consolidated EBIT...........................................  $  612.6   $  895.2
                                                              --------   --------


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

(a) See "Consolidated Financial Statements--Segment Information."

(b) EBIT for 2000 includes charges totaling $248.3 million for the following:
    (1) $122.4 million related to the consolidation of manufacturing capacity;
    (2) a net charge of $52.4 million related to early retirement incentives and
    special termination benefits for 350 U.S. salaried employees;
    (3) $40.0 million related to the impairment of property, plant and equipment
    at facilities in India; and (4) $33.5 million related principally to the
    write-off of software and related development costs. These items were
    recorded in the third quarter of 2000. These items decreased segment EBIT as
    follows: Glass Containers--$186.0 million; Plastics
    Packaging--$11.2 million; Eliminations and other retained
    items--$51.1 million.

(c) EBIT for 1999 includes: (1) gains totaling $40.8 million related to the
    sales of a U.S. glass container plant and a mold manufacturing business in
    Colombia; and (2) charges totaling $20.8 million related principally to
    restructuring costs and write-offs of certain assets in Europe and South
    America.

    Consolidated net sales for 2000 increased $29.2 million, or 0.5%, over the
prior year. Net sales of the Glass Containers segment decreased $67.0 million
from 1999. In the U.S., the effect of increased shipments of containers for beer
producers was partially offset by lower shipments of certain food containers.
The combined U.S. dollar sales of the segment's foreign affiliates decreased
from the prior year due to the strength of the U.S. dollar. Increased shipments
from the operations throughout most of Europe, South America and the Asia
Pacific region were more than offset by lower shipments from the operations in
the U.K. and the effects of a strong U.S. dollar. The effect of changing foreign
currency exchange rates reduced U.S. dollar sales of the segment's foreign
affiliates by approximately $230 million. Net sales of the Plastics Packaging
segment increased $100.9 million, or 6.0%, over 1999, reflecting increased
shipments of plastic containers for juices, closures for food and beverages, and
the effects of higher resin costs on pass-through arrangements with customers,
partially offset by lower shipments of household, health care and personal care
containers. The effects of higher resin costs increased sales by approximately
$90 million compared to 1999.

    Segment EBIT for 2000, excluding the 2000 and 1999 unusual items, decreased
$31.8 million to $837.5 million, or 15.1% of net sales, from 1999 segment EBIT
of $869.3 million, or 15.7% of net sales. Consolidated operating expense
(consisting of selling and administrative, engineering, and research and
development expenses) as a percentage of net sales was 6.5% in 2000 compared to
6.8% in 1999. EBIT of the Glass Containers segment increased $4.8 million, or
0.8%, to $587.2 million, compared to $582.4 million in 1999. The combined U.S.
dollar EBIT of the segment's foreign affiliates increased

                                       48

from the prior year. Increased shipments from the operations throughout most of
Europe, South America, and the Asia Pacific region, and a gain from the
restructuring of the ownership in two small joint ventures in South America were
partially offset by the effects of a strong U.S. dollar, higher energy costs
worldwide, and expenses associated with the scheduled rebuild of a glass melting
furnace in Australia. In the U.S., Glass Container EBIT decreased from 1999
principally due to higher energy costs and conversions of juice and iced tea
bottles from glass to plastic containers, partially offset by further
improvements in cost structure. EBIT of the Plastics Packaging segment decreased
$28.5 million, or 10.3%, to $249.2 million, compared to $277.7 million in 1999.
Increased shipments of plastic containers for juices and closures for food and
beverages were more than offset by lower shipments of household, health care,
and personal care containers and costs incurred in connection with the start-up
of new custom polyethylene terephthalate (PET) capacity, including a new plastic
bottle plant.

    Eliminations and other retained items improved $17.5 million from 1999
principally due to higher net financial services income.

    The 2000 results included pretax charges totaling $248.3 million
($171.0 million after tax and minority share owners' interests) for the
following: (1) $122.4 million ($77.3 million after tax and minority share
owners' interests) related to the consolidation of manufacturing capacity;
(2) a net charge of $52.4 million ($32.6 million after tax) related to early
retirement incentives and special termination benefits for 350 U.S. salaried
employees; (3) $40.0 million ($40.0 million after tax) related to the impairment
of property, plant and equipment at facilities in India; and (4) $33.5 million
($21.1 million after tax and minority share owners' interests) related
principally to the write-off of software and related development costs.

    The 1999 results included the following unusual items: (1) gains totaling
$40.8 million ($23.6 million after tax and minority share owners' interests)
related to the sales of a U.S. glass container plant and a mold manufacturing
business in Colombia; and (2) charges totaling $20.8 million ($14.0 million
after tax and minority share owners' interests) related principally to
restructuring costs and write-offs of certain assets in Europe and South
America.

RESTRUCTURING AND IMPAIRMENT CHARGES


    The 2001 operating results include pretax charges of $90.0 million related
to the following: (1) charges of $82.1 million principally related to a
restructuring program and impairment at certain of the international and
domestic operations. The charge includes the impairment of assets at OI Group's
affiliate in Puerto Rico and the consolidation of manufacturing capacity and the
closing of a facility in Venezuela. The program also includes consolidation of
capacity at certain other international and domestic facilities in response to
decisions about pricing and market strategy and (2) a charge of $7.9 million
related to restructuring manufacturing capacity in the medical devices business.
OI Group expects its actions related to these restructuring and impairment
charges to be completed during the next several quarters. The cost savings
resulting from the 2001 restructuring are not expected to be material on an
annual basis.


    2000 operating results included a pretax charge of $248.3 million recorded
in the third quarter, principally related to a restructuring and capacity
realignment program. The restructuring and capacity realignment program,
initiated in the third quarter of 2000, included the consolidation of
manufacturing capacity and a reduction of 350 employees in the U.S. salaried
work force, or about 10%, principally as a result of early retirement
incentives. Also included in the charge was a write-down of plant and equipment
for OI Group's glass container affiliate in India and certain other asset
write-offs, including $27.9 million for software which had been abandoned.
Manufacturing capacity consolidations principally involved U.S. glass container
facilities and reflect technology-driven improvements in productivity,
conversions from some juice and similar products to plastic containers,
decisions regarding pricing and volume, and the further concentration of
production in the most strategically-located facilities.

                                       49

CAPITAL RESOURCES AND LIQUIDITY


    Total debt at March 31, 2002 was $5.43 billion, compared to $5.40 billion at
December 31, 2001, and $5.64 billion at March 31, 2001.



    During April 2001, certain of OI Group's subsidiaries entered into the
secured credit agreement with a group of banks, which expires on March 31, 2004.
The secured credit agreement provides for a $3.0 billion revolving credit
facility and a term loan of $65.0 million (initially $1.5 billion). The
borrowers under the term loan used the proceeds therefrom to repay intercompany
amounts owed to OI Inc., which in turn used the proceeds from the repayment of
such intercompany amounts to repay amounts outstanding under, and terminate, its
existing credit agreement.



    At March 31, 2002, term loans and the available credit totaled
$3.065 billion under the secured credit agreement, of which $479.5 million had
not been utilized. At December 31, 2001, $491.4 million of available credit had
not been utilized under the secured credit agreement. Cash provided by operating
activities was $36.4 million for the first three months of 2002 compared to
$36.8 million for the first three months of 2001.


    In June 2001, OI Group completed the sale of its Harbor Capital Advisors
business to Robeco Groep N.V. Harbor Capital Advisors is the adviser to the
Harbor Fund family of mutual funds and the pension funds of several companies,
including OI Inc. OI Group used substantially all the net cash proceeds from the
sale to reduce the outstanding term loan under the secured credit agreement by
$455 million.

    On October 1, 2001, one of OI Group's subsidiaries completed the acquisition
of the Canadian glass container assets of Consumers Packaging Inc. for a
purchase price of approximately $150 million and the assumption of certain
liabilities. The Ontario Superior Court of Justice approved the transaction as
part of a restructuring plan by Consumers Packaging. The purchase price was
financed by borrowings under the secured credit agreement.


    During January 2002, the Company completed the private placement of the
notes. Net cash proceeds were used to reduce the outstanding term loan under the
secured credit agreement by $980.0 million. As a result, the Company wrote off
unamortized deferred financing fees in January 2002 related to the term loan and
recorded an extraordinary charge totaling $10.9 million less applicable income
taxes of $4.2 million.



    OI Inc. has substantial obligations related to semiannual interest payments
on $1.7 billion of outstanding public debt securities. In addition, OI Inc. pays
aggregate annual dividends of $21.5 million on 9,050,000 shares of its $2.375
convertible preferred stock. OI Inc. also makes, and expects in the future to
make, substantial indemnity payments and payments for legal fees and expenses in
connection with asbestos-related lawsuits and claims. OI Inc.'s asbestos-related
payments for the year ended December 31, 2001, was $245.9 million. OI Inc.
expects that the gross amount of total asbestos-related payments will be
moderately lower in 2002 compared to 2001. OI Inc. relies primarily on
distributions from OI Group to meet these obligations. Based on OI Inc.'s
expectations regarding future payments for lawsuits and claims, and also based
on OI Group's expected operating cash flow, OI Group believes that the payments
to OI Inc. for any deferred amounts of previously settled or otherwise
determined lawsuits and claims, and the resolution of presently pending and
anticipated future lawsuits and claims associated with asbestos, will not have a
material adverse effect upon OI Group's liquidity on a short-term or long-term
basis.


    The secured credit agreement contains covenants and provisions that, among
other things, restrict the ability of OI Group and its subsidiaries to dispose
of assets, incur additional indebtedness, prepay other indebtedness or amend
certain debt instruments, pay dividends, create liens on assets, enter into
contingent obligations, enter into sale and leaseback transactions, make
investments, loans or advances, make acquisitions, engage in mergers or
consolidations, change the business conducted by OI Group

                                       50

and its subsidiaries, engage in certain transactions with affiliates and
otherwise restrict certain corporate activities. In addition, the secured credit
agreement contains financial covenants that require OI Group and its
subsidiaries to maintain, based upon the financial statements of OI Inc. and its
subsidiaries on a consolidated basis, specified financial ratios and tests,
including minimum fixed charge coverage ratios, maximum leverage ratios, minimum
net worth and specified capital expenditure tests.

    OI Group anticipates that cash flow from its operations and from utilization
of credit available through March 2004 under the secured credit agreement will
be sufficient to fund its operating and seasonal working capital needs, debt
service, and other obligations including payments to OI Inc. described above.

    The indenture for the notes will restrict, among other things, the ability
of OI Group and its restricted subsidiaries to borrow money, pay dividends on,
or redeem or repurchase, stock, make investments, create liens, enter into
certain transactions with affiliates and sell certain assets or merge with or
into other companies.

    The following information summarizes OI Group's significant contractual cash
obligations at December 31, 2001 (millions of dollars).



                                                                        PAYMENTS DUE BY PERIOD
                                                              -------------------------------------------
                                                                         LESS THAN
                                                               TOTAL     ONE YEAR    1-3 YEARS   4+ YEARS
                                                              --------   ---------   ---------   --------
                                                                                     
Contractual cash obligations:
  Long-term debt............................................  $5,358.3     $30.8     $2,848.6    $2,478.9
  Capital lease obligations.................................       2.2                    2.2
  Operating leases..........................................     243.1      62.0        120.1        61.0
                                                              --------     -----     --------    --------
    Total contractual cash obligations......................  $5,603.6     $92.8     $2,970.9    $2,539.9
                                                              ========     =====     ========    ========




                                                              AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
                                                              -------------------------------------------
                                                                         LESS THAN
                                                               TOTAL     ONE YEAR    1-3 YEARS   4+ YEARS
                                                              --------   ---------   ---------   --------
                                                                                     
Other commercial commitments:
  Lines of credit...........................................  $2,410.4               $2,410.4
  Standby letters of credit.................................      98.2   $    98.2
  Guarantees................................................      35.3                            $35.3
                                                              --------   ---------   --------     -----
    Total commercial commitments............................  $2,543.9   $    98.2   $2,410.4     $35.3
                                                              ========   =========   ========     =====


CRITICAL ACCOUNTING ESTIMATES

    EXCESS OF PURCHASE COST OVER NET ASSETS ACQUIRED


    The excess of purchase cost over net assets acquired, net of accumulated
amortization ("goodwill") was $2.6 billion, $3.0 billion and $3.1 billion at
March 31, 2002, and December 31, 2001 and 2000, respectively. This represents
27%, 30% and 31% of total assets, and 138%, 129% and 147% of share owner's
equity at March 31, 2002, and December 31, 2001 and 2000, respectively. Goodwill
represents the excess of purchase price and related costs over the fair values
assigned to the net tangible and identifiable intangible assets of businesses
acquired, and under accounting standards in effect through 2001, was amortized
over 40 years. In assigning a benefit period to goodwill, OI Group considers
regulatory provisions, the technological environment in which the acquired
company operates, including barriers to new competing entities, the maturity of
the products manufactured by the businesses acquired, and the effects of
obsolescence, demand, competition and other economic factors. OI Group has
determined that no events or circumstances occurred in 2001 to warrant revised
estimates of the goodwill benefit period.


                                       51

    In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, "Business Combinations," which is
effective for business combinations initiated after June 30, 2001. Also in
July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
("SFAS No. 142"), which is effective for goodwill acquired after June 30, 2001.
For goodwill acquired prior to June 30, 2001, SFAS No. 142 will be effective for
fiscal years beginning after December 15, 2001. Under SFAS No. 142, goodwill and
intangible assets with indefinite lives will no longer be amortized but will be
reviewed annually (or more frequently if impairment indicators arise) for
impairment.


    Beginning in 2002, OI Group will evaluate goodwill annually (or more
frequently if impairment indicators arise) for impairment. Goodwill impairment
testing is performed using the business enterprise value ("BEV") of each
reporting unit which is calculated as of a measurement date, by determining the
present value of debt-free, after tax future cash flows, discounted at the
weighted average cost of capital of a hypothetical third party buyer. This BEV
is then compared to the book value of each reporting unit as of the measurement
date to assess whether an impairment exists under FAS 142. If certain
assumptions in the BEV change, such as EBIT projections, cash flow projections,
or risk adjusted cost of capital, goodwill may have to be written down.


    PENSION BENEFIT PLANS FUNDED STATUS


    Because of their funded status, OI Group's principal pension benefit plans
contributed pretax credits to earnings of $97.0 million in 2001, $105.4 million
in 2000 and $74.4 million in 1999. OI Group expects that the amount of such
credits for 2002 will be approximately 15% lower than in 2001. The decrease in
pretax pension credits is attributed to lower expected return on assets and the
addition of certain pension plans from the acquisition of the Canadian glass
container assets of Consumers Packaging Inc. A one-half percentage point change
in the actuarial assumption regarding the expected return on assets would result
in a change of approximately $15 million in pretax pension credits. The funded
status of the plans provides assurance of benefits for participating employees,
but future effects on operating results depend on economic conditions and
investment performance.


QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

    Market risks relating to OI Group's operations result primarily from
fluctuations in foreign currency exchange rates, changes in interest rates, and
changes in commodity prices, principally natural gas. OI Group uses certain
derivative instruments to mitigate a portion of the risk associated with
changing foreign currency exchange rates and fluctuating natural gas prices.

    FOREIGN CURRENCY EXCHANGE RATE RISK

    A substantial portion of OI Group's operations consists of manufacturing and
sales activities conducted by affiliates in foreign jurisdictions. The primary
foreign markets served by OI Group's affiliates are in Australia, South America
(principally Colombia, Brazil and Venezuela) and Europe (principally Italy, the
U.K. and Poland). In general, revenues earned and costs incurred by OI Group's
major foreign affiliates are denominated in their respective local currencies.
Consequently, OI Group's reported financial results could be affected by factors
such as changes in foreign currency exchange rates or highly inflationary
economic conditions in the foreign markets in which OI Group's affiliates
operate. When the U.S. dollar strengthens against foreign currencies, the
reported dollar value of local currency EBIT generally decreases; when the U.S.
dollar weakens against foreign currencies, the reported U.S. dollar value of
local currency EBIT generally increases.

    Subject to other business and tax considerations, OI Group's strategy is to
mitigate the economic effects of currency exchange rate fluctuations on that
portion of foreign currency EBIT which is expected to be invested elsewhere or
remitted to the parent company. OI Group's foreign affiliates

                                       52

generally invest their excess funds in U.S. dollars or dollar-based instruments,
where such instruments are available with acceptable interest rates and terms.
In those countries where the local currency is the designated functional
currency, however, this strategy exposes OI Group to reported losses or gains in
the event the foreign currency strengthens or weakens against the U.S. dollar.
OI Group believes that the benefit of investing excess cash in U.S. dollars or
their equivalent outweighs the risk of reporting losses or gains from currency
exchange rate fluctuations. In those countries with hyper-inflationary
economies, where the U.S. dollar is the designated functional currency, this
investment strategy for excess funds mitigates the risk of reported losses or
gains.

    Because most of OI Group's foreign affiliates operate within their local
economic environment, OI Group believes it is appropriate to finance those
operations with local currency borrowings to the extent practicable.
Considerations which influence the amount of such borrowings include long- and
short-term business plans, tax implications, and the availability of borrowings
with acceptable interest rates and terms. In those countries where the local
currency is the designated functional currency, this strategy mitigates the risk
of reported losses or gains in the event the foreign currency strengthens or
weakens against the U.S. dollar. In those countries where the U.S. dollar is the
designated functional currency, however, local currency borrowings expose OI
Group to reported losses or gains in the event the foreign currency strengthens
or weakens against the U.S. dollar.


    OI Group's secured credit agreement provides for U.S. dollar borrowings by
certain foreign affiliates. As of March 31, 2002, amounts outstanding under the
secured credit agreement borrowed by foreign affiliates were:





                                                              MILLIONS OF
AFFILIATE LOCATION                                            U.S. DOLLARS
- ------------------                                            ------------
                                                           
Australia...................................................     $828.1
United Kingdom..............................................      106.0
                                                                 ------
                                                                 $934.1
                                                                 ======




    A significant portion of the above borrowings along with U.S. dollar
borrowings through intercompany loans, has been swapped into local currencies
using currency swaps. OI Group accounts for these swaps as fair value hedges. As
such, the changes in the value of the swaps are included in other expense and
are expected to substantially offset any exchange rate gains or losses on the
related U.S. dollar borrowings.



    As of March 31, 2002, OI Group's affiliate in Australia has swapped
$650.0 million of borrowings into $1,275.0 million of Australian dollars. This
swap matures on March 31, 2003, with interest resets every 90 days. The interest
reset terms of the swap approximate the terms of the U.S. dollar borrowings.
This derivative instrument swaps both the interest and principal from U.S.
dollars to Australian dollars and also swaps the interest rate from a U.S. based
rate to an Australian based rate. OI Group's affiliate in the United Kingdom has
swapped $200.0 million of borrowings into 139.0 million British pounds. This
swap also matures on March 31, 2003, with interest resets every 90 days. This
derivative instrument swaps both the interest and principal from U.S. dollars to
British pounds and also swaps the interest rate from a U.S. based rate to a
British based rate.



    On October 1, 2001, OI Group completed the acquisition of the Canadian glass
container assets of Consumers Packaging Inc. for a purchase price of
approximately $150 million and the assumption of certain liabilities. OI Group
financed this purchase through borrowings under the secured credit agreement,
which were transferred to Canada through intercompany loans in U.S. dollars. OI
Group's affiliate in Canada has entered into swap transactions to manage the
affiliate's exposure to fluctuating foreign exchange rates by swapping the
principal and interest portion of the intercompany loan. At March 31, 2002, the
Canadian affiliate has swapped $90.0 million of U.S. dollar borrowings into
$142.0 million Canadian dollars. This swap matures on October 1, 2003. This
derivative instrument


                                       53


swaps both the interest and principal from U.S. dollars to Canadian dollars and
also swaps the interest rate from a U.S. based rate to a Canadian based rate.
The affiliate has also entered into a forward hedge related to the fourth
quarter interest receivable and payable related to the previous swap. The
affiliate has also entered in forward hedges which effectively swap $10 million
of U.S. dollar borrowings into $16 million Canadian dollars. These hedges swap
both the interest and principal from U.S. dollars to Canadian dollars and mature
monthly.


    The remaining portion of OI Group's consolidated debt which was denominated
in foreign currencies was not significant.

    OI Group believes it does not have material foreign currency exchange rate
risk related to local currency denominated financial instruments (I.E., cash,
short-term investments and long-term debt) of its foreign affiliates.

    INTEREST RATE RISK

    OI Group's interest expense is most sensitive to changes in the general
level of U.S. interest rates applicable to its U.S. dollar indebtedness. To
mitigate the impact of fluctuations in variable interest rates, OI Group could,
at its option, convert to fixed interest rates by either refinancing variable
rate debt with fixed rate debt or entering into interest rate swaps.


    The following table provides information about OI Group's significant
interest rate risk at March 31, 2002.





                                                              OUTSTANDING   FAIR VALUE
                                                              -----------   ----------
                                                               (MILLIONS OF DOLLARS)
                                                                      
Variable rate debt:
Secured Credit Agreement, matures March 31, 2004:
  Revolving Loans, interest at a Eurodollar based rate plus
    2.00%...................................................   $2,424.1      $2,424.1
  Term Loan, interest at a Eurodollar based rate plus
    2.50%...................................................   $   65.0      $   65.0




    The fair value of the OI Inc. debt being guaranteed by OI Group at
March 31, 2002 was $1,603.5 million.


    COMMODITY RISK


    OI Group is exposed to fluctuation of various commodity prices, most
significantly, the changes in prices related to natural gas. OI Group purchases
a significant amount of natural gas at nationally quoted market prices. OI Group
uses commodity futures contracts related to a portion of its forecasted future
natural gas requirements. The objective of these futures contracts is to limit
the fluctuations in prices paid and the potential volatility in earnings or cash
flows from future price movements. During January of 2002, OI Group entered into
commodity futures contracts for approximately 50% of its domestic natural gas
usage (approximately 800 million BTUs) through the end of 2002. OI Group has
also entered into additional contracts during 2002 in order to hedge its natural
gas needs through the end of 2002. At March 31, 2002, an unrealized net gain of
$3.0 million (net of tax) related to these commodity futures contracts was
included in OCI. There was no ineffectiveness recognized during the three months
ended March 31, 2002.


                                       54

                                    BUSINESS

    OI Group is one of the world's leading manufacturers of packaging products.
OI Group is the largest manufacturer of glass containers in North America, South
America, Australia and New Zealand, and one of the largest in Europe. In
addition, OI Group is a leading manufacturer in North America of plastic
containers, plastic closures and plastic prescription containers. OI Group also
has plastics packaging operations in South America, Europe, Australia and New
Zealand. Consistent with its strategy to continue to strengthen its existing
packaging businesses, OI Group has acquired 18 glass container businesses in 18
countries since 1991, including businesses in South America, Central and Eastern
Europe and the Asia Pacific region, and six plastics packaging businesses with
operations in 11 countries.

    OI Group believes it is a technological leader in the worldwide glass
container and plastics packaging segments of the rigid packaging market. During
the five years ended December 31, 2001, OI Group invested more than
$2.3 billion in capital expenditures (excluding acquisitions) and more than
$342.0 million in research, development and engineering to, among other things,
improve labor and machine productivity, increase capacity in growing markets and
commercialize technology into new products.

    OI Group is a holding company with subsidiaries operating in two product
segments:

    - glass containers, manufactured by us; and

    - plastics packaging, manufactured principally by subsidiaries of OI Plastic
      Products FTS Inc.

GLASS CONTAINERS


    We are an indirect, wholly-owned subsidiary of OI Group and a leading
manufacturer of glass containers throughout the world. Approximately one of
every two glass containers made worldwide is made by us, our affiliates or our
licensees. Worldwide glass container sales represented 66% of OI Group's
consolidated net sales for the year ended December 31, 2001 and 66% of those
sales for the three months ended March 31, 2002. For the three months ended
March 31, 2002, we manufactured approximately 41% of all glass containers sold
by domestic producers in the U.S., making us the leading manufacturer of glass
containers in the U.S. We are the leading glass container manufacturer in 17 of
the 19 countries where we compete in the glass container segment of the rigid
packaging market and the sole manufacturer of glass containers in eight of these
countries.


    PRODUCTS AND SERVICES

    In the U.S., we produce glass containers for malt beverages including beer
and ready to drink low alcohol refreshers, food, tea, juice, liquor, wine and
pharmaceuticals. We also produce glass containers for soft drinks, principally
outside the U.S. We manufacture these products in a wide range of sizes, shapes
and colors. As a leader in glass container innovation, we are active in new
product development.

    CUSTOMERS

    In most of the countries where we compete, we have the leading position in
the glass container segment of the rigid packaging market (based on units sold).
Our largest customers include many of the leading manufacturers and marketers of
glass packaged products in the world. In the U.S., the majority of our customers
for glass containers are brewers, food producers, distillers and wine vintners.
Outside of the U.S., glass container customers also include soft drink bottlers.
Our largest U.S. glass container customers include (in alphabetical order)
Anheuser-Busch, Cadbury, Coors, Gerber, H.J. Heinz and Miller Brewing. Our
largest international glass container customers include Diageo, Foster's,
Heineken, Labatt, Lion Nathan and Molson. We are the sole glass container
supplier to many of these "blue chip" customers.

                                       55

    We sell most of our glass container products directly to customers under
annual or multi-year supply agreements. We also sell some of our products
through distributors. Glass containers are typically scheduled for production in
response to customers' orders for their quarterly requirements.

    MARKETS AND COMPETITIVE CONDITIONS

    The principal markets for our glass container products are in North America,
South America, Europe and the Asia Pacific region. We believe we are the
low-cost producer in the glass container segment of the North American rigid
packaging market, as well as the low-cost producer in most of the international
glass container segments in which we compete. Much of this cost advantage is due
to the proprietary equipment and process technology we use. Our machine
development activities and systematic upgrading of production equipment in the
1980's and 1990's have given us low-cost leadership in the glass container
segment in many of the countries in which we compete, a key strength to
competing successfully in the rigid packaging market.


    We have the leading share of the glass container segment of the U.S. rigid
packaging market based on units sold by domestic producers in the U.S., with our
sales representing approximately 41% of that segment for the three months ended
March 31, 2002. Our principal glass container competitors in the U.S. are
Saint-Gobain Containers Co., a wholly-owned subsidiary of Compagnie de
Saint-Gobain, and Anchor Glass Container Corporation.


    In supplying glass containers outside of the U.S., we compete directly with
Compagnie de Saint-Gobain in Italy and Brazil, Rexam plc and Ardagh plc in the
U.K., Vetropak in the Czech Republic and Amcor Limited in Australia. In other
locations in Europe, we compete indirectly with a variety of glass container
firms including Compagnie de Saint-Gobain, BSN Glasspack, Vetropak and Rexam
plc. Except as mentioned above, we do not compete with any large, multi-national
glass container manufacturers in South America or the Asia Pacific region.

    In addition to competing with other large, well-established manufacturers in
the glass container segment, we compete with manufacturers of other forms of
rigid packaging, principally aluminum cans and plastic containers, on the basis
of quality, price and service. The principal competitors producing metal
containers are Crown Cork & Seal Company, Inc., Rexam plc, Ball Corporation and
Silgan Holdings Inc. The principal competitors producing plastic containers are
Consolidated Container Holdings, LLC, Graham Packaging Company, Plastipak
Packaging, Inc. and Silgan Holdings Inc. We also compete with manufacturers of
non-rigid packaging alternatives, including flexible pouches and aseptic
cartons, in serving the packaging needs of juice customers.

    Our unit shipments of glass containers in countries outside of the U.S. have
grown substantially from levels of the early 1990's. We have added to our
international operations by acquiring glass container companies, many of which
have leading positions in growing or established markets, increasing capacity at
select foreign affiliates, and maintaining the global network of glass container
companies that license our technology. In many developing countries, our
international glass operations have benefited in the last ten years from
increased consumer spending power, a trend toward the privatization of industry,
a favorable climate for foreign investment, lowering of trade barriers and
global expansion programs by multi-national consumer companies. Due to the
weighting of labor as a production cost, glass containers have a significant
cost advantage over plastic and metal containers in developing countries where
labor wage rates are relatively low.

                                       56

    Our majority ownership positions in international glass affiliates are
summarized below:



COMPANY/COUNTRY                                               OWNERSHIP %
- ---------------                                               -----------
                                                           
ACI Operations Pty. Ltd., Australia.........................     100.0
ACI Operations New Zealand Ltd., New Zealand................     100.0
Avirunion, a.s., Czech Republic.............................     100.0
Karhulan Lasi Oy, Finland...................................     100.0
Manufacturera de Vidrios Planos, C.A., Venezuela............     100.0
OI Canada Corp., Canada.....................................     100.0
United Glass Ltd., United Kingdom...........................     100.0
United Hungarian Glass, Hungary.............................     100.0
Vidrieria Rovira S.A., Spain................................     100.0
A/S Jarvakandi Klaas, Estonia...............................      99.9
AVIR S.p.A., Italy..........................................      99.7
Huta Szkla Jaroslaw S.A., Poland............................      99.4
Huta Szkla Antoninek Sp.zo.o, Poland........................      98.7
Vidrios Industriales S.A., Peru.............................      96.0
PT Kangar Consolidated Industries, Indonesia................      93.9
Companhia Industrial Sao Paulo e Rio, Brazil................      79.4
Owens-Illinois de Venezuela, C.A., Venezuela................      74.0
ACI Guangdong Glass Company Ltd., China.....................      70.0
ACI Shanghai Glass Company Ltd., China......................      70.0
Wuhan Owens Glass Container Company Ltd., China.............      70.0
Cristaleria del Ecuador S.A., Ecuador.......................      69.0
Cristaleria Peldar S.A., Colombia...........................      58.4


    NORTH AMERICA.  In addition to our glass container operations in the U.S.,
our affiliate in Canada is the sole manufacturer of glass containers in that
country.

    SOUTH AMERICA.  Our affiliates in Colombia, Ecuador and Peru are the sole
manufacturers of glass containers in those countries. In both Brazil and
Venezuela, we are the leading manufacturer of glass containers. In South
America, there is a large infrastructure for returnable/refillable glass
containers. However, with improving economic conditions in South America after
the recessions of the late 1990's, our unit sales of non-returnable glass
containers have grown in Venezuela, Colombia and Brazil.

    EUROPE.  Our European glass container business has operations in eight
countries and is one of the largest in Europe. In Italy, our wholly-owned
affiliate, AVIR, is the leading manufacturer of glass containers and operates 13
glass container plants. AVIR accounted for approximately 49% of our total
European glass container sales in 2001. United Glass, our affiliate in the U.K.,
is a leading manufacturer of glass containers for the U.K. spirits business. In
Poland, we are the leading glass container manufacturer and currently operate
two plants. Our affiliate in the Czech Republic, Avirunion, is the leading glass
container manufacturer in that country and also ships a portion of its beer
bottle production to Germany. In Hungary, we are the sole glass container
manufacturer and serve the Hungarian food industry. In Finland and the Baltic
country of Estonia, we are the only manufacturer of glass containers. We
coordinate our production activities between Finland and Estonia in order to
efficiently serve the Finnish, Baltic and Russian markets. In recent years,
Western European brewers have been establishing beer production facilities in
Central Europe and the Russian Republic. Because these new beer plants use
high-speed filling lines, they require high quality glass containers in order to
operate properly. We believe we are well-positioned to meet this growing demand.
In Spain, we serve the market for wine bottles in the Barcelona area.

    ASIA PACIFIC.  We have glass operations in four countries in the Asia
Pacific region: Australia, New Zealand, Indonesia and China. Our Asia Pacific
affiliates are the leading manufacturers of glass containers in most of the
countries in which they compete. In Australia, we operate five glass container

                                       57

plants, including a plant focused on serving the needs of the rapidly growing
Australian wine industry. In New Zealand, we are the sole glass container
manufacturer. In Indonesia, our affiliate supplies the Indonesian market and
exports glass containers for food and pharmaceutical products to Australian
customers. In China, the glass container segments of the packaging market are
regional and highly fragmented with a number of local competitors. We have three
modern glass container plants in China manufacturing high-quality beer bottles
to serve Foster's as well as Anheuser-Busch, which is now producing
Budweiser-Registered Trademark- in and for the Chinese market.

    We continue to focus on serving the needs of leading multi-national consumer
companies as they pursue international growth opportunities. We believe that we
and our affiliates are often the glass container partner of choice for such
multi-national consumer companies due to our leadership in glass technology and
our status as a low-cost producer in most of the markets we serve.

    MANUFACTURING

    We believe we are the low-cost producer in the glass container segment of
the North American rigid packaging market, as well as the low-cost producer in
most of the international glass segments in which we compete. Much of this cost
advantage is due to the proprietary equipment and process technology we use. We
believe our glass forming machines, developed and refined by our engineering
group, are significantly more efficient and productive than those used by our
competitors. Our machine development activities and systematic upgrading of
production equipment in the 1980's and 1990's have given us low-cost leadership
in the glass container segment in most of the countries in which we compete, a
key strength to competing successfully in the rigid packaging market.

    Over the last ten years, we have more than doubled our overall glass
container labor and machine productivity in the U.S., as measured by output
produced per man-hour. By applying our technology and worldwide "best
practices," during this period we decreased the number of production employees
required per glass-forming machine line in the U.S. by over 35%, and we
increased the daily output of our glass-forming machines by approximately 40%.

    METHODS OF DISTRIBUTION

    Due to the significance of transportation costs and the importance of timely
delivery, glass container manufacturing facilities are generally located close
to customers. In the U.S., most of our glass container products are shipped by
common carrier to customers within a 250-mile radius of a given production site.
In addition, our glass container operations outside the U.S. export some
products to customers beyond their national boundaries, which may include
transportation by rail and ocean delivery in combination with common carriers.
We also operate several machine and mold shops that manufacture
high-productivity glass-forming machines, molds and related equipment.

    SUPPLIERS AND RAW MATERIALS

    The primary raw materials used in our glass container operations are sand,
soda ash and limestone. Each of these materials, as well as the other raw
materials we use to manufacture glass containers, have historically been
available in adequate supply from multiple sources. For certain raw materials,
however, there may be temporary shortages due to weather or other factors,
including disruptions in supply caused by raw material transportation or
production delays.

    Worldwide suppliers of sand used in the production of glass containers
include Unimin Corporation, SCR Sibelco, U.S. Silica and Quarzwerke. There are a
number of suppliers of limestone and other minerals; these firms are regional
rather than worldwide in scope. Historically, prices for sand, limestone and
other minerals have not been subject to dramatic fluctuations.

    Worldwide suppliers of soda ash include Solvay, FMC Corporation, OCI
Chemical, IMC Corporation and General Chemical Partners. Historically, prices
for soda ash have not been subject to dramatic fluctuations, except for
temporary spikes or troughs from time to time.

                                       58

    GLASS RECYCLING

    We are an important contributor to the recycling effort in the U.S. and
continue to melt substantial recycled glass tonnage in our glass furnaces. If
sufficient high-quality recycled glass were available on a consistent basis, we
have the technology to operate using 100% recycled glass. Using recycled glass
in our manufacturing process reduces energy costs and prolongs the operating
life of our glass melting furnaces.

    FACILITIES

    We have glass container operations located in 19 countries. The following
table lists the locations of our glass container plants and related facilities:



NORTH AMERICA                      EUROPE                 ASIA PACIFIC             SOUTH AMERICA
- -------------             ------------------------  ------------------------  ------------------------
                                                                     
CALIFORNIA                CZECH REPUBLIC            AUSTRALIA                 BRAZIL
  Hayward                 Sokolov                   Adelaide                  Descalvado (#)
  Los Angeles             Teplice                   Brisbane                  Manaus (+)
  Oakland                 ESTONIA                   Melbourne                 Rio de Janeiro
  Tracy                   Jarvakandi                Melbourne (Section)       Sao Paulo
COLORADO                  FINLAND                   Perth                     COLOMBIA
  Wheat Ridge (*)         Karhula                   Sydney                    Buga
GEORGIA                   HUNGARY                   CHINA                     Cali (+)
  Atlanta                 Oroshaza                  Guangzhou                 Envigado
ILLINOIS                  ITALY                     Shanghai                  Soacha
  Godfrey (+)             Asti                      Tianjin (Section)         Zipaquira
  Streator                Bari                      Wuhan                     Zipaquira (#)
INDIANA                   Bologna                   INDONESIA                 ECUADOR
  Lapel                   Milan (2 plants)          Jakarta                   Guayaquil
MICHIGAN                  Napoli                    NEW ZEALAND               PERU
  Charlotte               Napoli (Section)          Auckland                  Callao
NEW YORK                  Pordenone                                           VENEZUELA
  Auburn                  Rome                                                La Victoria
NORTH CAROLINA            Termi                                               Valencia
  Winston-Salem           Trento (2 plants)                                   Valera
OHIO                      Treviso
  Zanesville              POLAND
OKLAHOMA                  Antoninek
  Muskogee                Jaroslaw
OREGON                    SPAIN
  Portland                Barcelona
PENNSYLVANIA              UNITED KINGDOM
  Brockway (+)            Alloa
  Clarion                 Birmingham (+)
  Crenshaw                Devilla (#)
TEXAS                     Harlow
  Waco
VIRGINIA
  Danville
  Toano
PUERTO RICO
  Vega Alta
CANADA
  British Columbia
  New Brunswick
  Ontario (3 plants)
  Quebec


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

(*) A 50-50 joint venture with Coors Brewing Company

(+) Machine manufacturing

(#) Silica sand plant

(Section) Mold shop

                                       59

PLASTICS PACKAGING


    OI Group is a leading manufacturer in North America of plastic containers,
plastic closures and plastic prescription containers. OI Group also has plastics
packaging operations in South America, Europe, Australia and New Zealand.
Plastics packaging sales represented 34% of OI Group's consolidated net sales
for the year ended December 31, 2001 and 34% of those sales for the three months
ended March 31, 2002.


    MANUFACTURING AND PRODUCTS

    The plastics packaging business utilizes two basic manufacturing processes:

    - Blow-Molded Plastics Packaging

    Blow-molding is a plastics manufacturing process where pre-heated plastic is
captured inside a hollow mold and using pressurized air is blown, much like a
balloon, into a container. After being cooled, the mold is opened and the
plastic product is removed.

    In blow-molded plastics packaging, OI Group is a leading U.S. manufacturer
of high density polyethylene (HDPE) containers. OI Group manufactures these
containers for products for the food and beverage, household, personal care,
health care and chemical and automotive fluid end-use categories.

    OI Group is also a leading worldwide manufacturer of PET blow-molded
containers. Many of these PET containers are manufactured using multiple layers
of plastic, with each layer having a different function. Some of these plastic
layers have "barrier" properties, effectively blocking the escape of carbon
dioxide out of, and the permeation of oxygen into, the packaged product thereby
maintaining product quality and extending shelf life. Examples of products
packaged in multi-layer PET containers include Heinz ketchup and
Gatorade-Registered Trademark- sports drink. Major brewers, such as
Anheuser-Busch, Coors and Miller Brewing, are now marketing beer packaged in OI
Group's multi-layer PET beer bottles.

    - Injection-Molded Plastics Packaging

    Injection molding is a plastics manufacturing process where plastic resin in
the form of pellets or powder is melted and then injected or otherwise forced
under pressure into a mold. The mold is then cooled and the product is removed
from the mold.

    OI Group develops and produces injection-molded plastic closures and closure
systems, which typically incorporate functional features such as tamper evidence
and child resistance or dispensing. Other products include trigger sprayers for
household cleaning products, finger and lotion pumps for fragrances and
cosmetics, as well as injection-molded containers for deodorant and toothpaste.

    The prescription product unit manufactures injection-molded plastic
prescription containers. These products are sold primarily to drug wholesalers,
major drug chains and mail order pharmacies. Containers for prescriptions
include ovals, vials, ointment jars, dropper bottles and automation friendly
prescription containers.

    CUSTOMERS

    OI Group's largest customers (in alphabetical order) for plastic containers
and closures include Bristol-Myers Squibb, H.J. Heinz, Johnson & Johnson,
PepsiCo (Dole-Registered Trademark-, Gatorade-Registered Trademark-,
Tropicana-Registered Trademark-), Procter & Gamble and Unilever. The largest
customers for prescription containers include AmeriSourceBergen, Cardinal
Health, Eckerd Drug, McKesson, Merck-Medco, Rite-Aid and Walgreen.

    OI Group sells most plastic containers, plastic closures and plastic
prescription containers directly to customers under annual or multi-year supply
agreements. These supply agreements typically allow a pass-through of resin
price increases and decreases, except for the prescription business. OI Group
also sells some of its products through distributors.

                                       60

    MARKETS AND COMPETITIVE CONDITIONS

    Major markets for plastics packaging include the food and beverage,
household products, personal care products, health care products and chemical
and automotive fluid industries.

    The plastics segment of the rigid packaging market is competitive and
fragmented due to generally available technology, low costs of entry and
customer emphasis on low package cost. A large number of competitors exist on
both a national and regional basis. OI Group competes with other manufacturers
in the plastic containers segment on the basis of quality, price, service and
product design. The principal competitors producing plastic containers are
Consolidated Container Holdings, LLC, Graham Packaging Company, Plastipak
Packaging, Inc. and Silgan Holdings Inc. OI Group emphasizes total package
supply (I.E., bottle and closure system), diversified market positions,
proprietary technology and products, new package development and packaging
innovation. The plastic closures segment is divided into various categories in
which several suppliers compete for business on the basis of quality, price,
service and product design.

    OI Group's approach has been to identify and serve areas of the plastics
packaging segment where customers seek distinctive and functional packaging to
differentiate their products among an array of choices offered to consumers. OI
Group believes it is a leader in technology and development of custom products
and has a leading market position in the U.S. for such products. OI Group
believes its plastic containers and plastic closures businesses have a
competitive advantage as a result of one of the shortest new product development
cycles in the industry, enabling it to respond quickly to customer needs in the
rapidly changing custom plastic containers and closures segments. OI Group's
product innovations in plastics packaging include in-mold labeling for
custom-molded bottles and multi-layer bottles containing post-consumer recycled
(PCR) plastic.

    MANUFACTURING

    The exact type of blow-molding manufacturing process OI Group uses is
dependent on the plastic product type and package requirements. These
blow-molding processes include: various types of extrusion blow-molding for
medium- and large-sized HDPE, low density polyethelene (LDPE), polypropylene and
polyvinyl chloride (PVC) containers; stretch blow-molding for medium-sized PET
containers; injection blow-molding for small health care and personal care
containers in various materials; two-stage PET blow-molding for high volume,
high performance mono-layer, multi-layer and heat-set PET containers; and
proprietary blow-molding for drain-back systems and other specialized
applications.

    Injection-molding is used in the manufacture of plastic closures, trigger
sprayers, deodorant canisters, ink cartridges and vials. Compression-molding, an
advanced type of injection-molding, is used for high volume carbonated soft
drink and other beverage closures that require tamper evidence.

    METHODS OF DISTRIBUTION

    In the U.S., most of OI Group's plastic containers, plastic closures and
plastic prescription containers are shipped by common carrier. In addition, OI
Group's plastics packaging operations outside the U.S. export some products to
customers beyond their national boundaries, which may include transportation by
rail and ocean delivery in combination with common carriers.

    SUPPLIERS AND RAW MATERIALS

    OI Group manufactures containers and closures using HDPE, LDPE,
polypropylene, PVC, PET and various other plastic resins. OI Group also
purchases large quantities of master batch colorants, corrugated materials and
labels. In general, these raw materials are available in adequate supply from

                                       61

multiple sources. However, for certain raw materials, there may be temporary
shortages due to market conditions and other factors.

    Worldwide suppliers of plastic resins used in the production of plastics
packaging include Voridian (formerly Eastman Chemical), Dow Chemical,
ExxonMobil, Basell, Chevron Phillips and BP Solvay. Historically, prices for
plastic resins have been subject to dramatic fluctuations. However, resin cost
pass-through provisions are typical in OI Group's supply contracts with its
plastics packaging customers.

    With the exceptions of PolyOne, Ampacet and Clariant, each of which do
business worldwide, most suppliers of batch colorants are regional in scope.
Historically, prices for these raw materials have been subject to dramatic
fluctuations. However, cost recovery for batch colorants is included in resin
pass-through provisions which are typical in OI Group's supply contracts with
its plastics packaging customers.

    Worldwide suppliers of corrugated materials include International Paper,
Georgia-Pacific, Weyerhaeuser, Temple-Inland, Stone-Smurfit Container and
Jefferson Smurfit Group. Historically, prices for corrugated materials have not
been subject to dramatic fluctuations, except for temporary spikes or troughs
from time to time.

    With the exception of Fuji Seal (Japan) and its subsidiary, American Fuji
Seal, most suppliers of plastic labels are regional in scope. Historically,
prices for these raw materials have not been subject to dramatic fluctuations.

    RECYCLING

    Recycling content legislation, which has been enacted in several states,
requires that a certain specified minimum percentage of recycled plastic be
included in certain new plastic containers. OI Group has met such legislated
standards in part due to its material and multi-layer process technology. OI
Group's plastic containers are made with PCR plastic constituting somewhere
between 25% and 100% of the material used to produce the container. In addition,
its plastics plants also recycle virtually all of the internal scrap generated
in the production process.

                                       62

    FACILITIES

    OI Group has 38 plastics manufacturing plants in the U.S. and Puerto Rico,
as well as plastics packaging operations located in nine countries outside of
the U.S. The following table lists the locations of the plastics packaging
plants:



              NORTH AMERICA                      EUROPE             ASIA PACIFIC         SOUTH AMERICA
- -----------------------------------------  ------------------  ----------------------  ------------------
                                                                           
ARIZONA                NEVADA              FINLAND             AUSTRALIA               BRAZIL
  Tolleson               Henderson           Ryttyla             Adelaide                Sorocaba
CALIFORNIA             NEW HAMPSHIRE       HUNGARY               Berri                   Valencia
  LaMirada               Bedford             Gyor                Brisbane (3 plants)
  Modesto                Nashua              Netherlands         Drouin
CONNECTICUT            NEW JERSEY            Etten-Leur          Melbourne (5 plants)
  Bridgeport             Belvidere         UNITED KINGDOM        Perth (2 plants)
FLORIDA                  Edison              Chalgrove           Sydney (2 plants)
  Kissimmee              Washington                              Wadonga
GEORGIA                NORTH CAROLINA                          NEW ZEALAND
  Cartersville           Hamlet                                  Auckland
  Rossville              Rocky Mount                             Christchurch
ILLINOIS               OHIO
  Chicago                Berlin
  Vandalia               Bowling Green
INDIANA                  Cincinnati
  Franklin               Findlay
  Sullivan               Fremont
KENTUCKY               PENNSYLVANIA
  Florence               Brookville
  (2 plants)             Erie
MARYLAND                 Hazleton
  Baltimore            SOUTH CAROLINA
MICHIGAN                 Greenville
  Constantine          TEXAS
MISSOURI                 El Paso
  Kansas City            Rockwall
  St. Louis            VIRGINIA
                         Harrisonburg
                       PUERTO RICO
                         Las Piedras
                       MEXICO
                         Mexico City
                         Pachuca


    In addition, three plastics packaging plants are under construction: (1) a
compression molding facility in Hattiesburg, Mississippi for beverage and juice
closures; (2) a facility for the manufacture and assembly of plastic ink
cartridges in Singapore; and (3) a plastic container facility in Iowa City,
Iowa.

TECHNICAL ASSISTANCE LICENSE AGREEMENTS


    We license our proprietary glass container technology to 24 companies in 24
countries. In plastics packaging, OI Group has technical assistance agreements
with 24 companies in 14 countries. These agreements cover areas ranging from
manufacturing and engineering assistance, to support in functions such as
marketing, sales and administration. The worldwide licensee network provides a
stream of revenue to support OI Group's development activities and gives it the
opportunity to participate in the rigid packaging market in countries where it
does not already have a direct presence. In addition, OI


                                       63


Group's technical agreements enable it to apply "best practices" developed by
its worldwide licensee network. For the year ended December 31, 2001 and the
three months ended March 31, 2002, OI Group earned $24.6 million and
$6.8 million, respectively, in royalties and net technical assistance revenue.


RESEARCH AND DEVELOPMENT

    Research and development constitutes an important part of OI Group's
activities. Research and development expenditures were $41.2 million,
$46.7 million and $37.5 million for 2001, 2000 and 1999, respectively. In
addition, engineering expenditures were $31.4 million, $31.3 million and
$42.2 million for 2001, 2000 and 1999, respectively. OI Group's research,
development and engineering activities include new products, manufacturing
process control, automatic inspection and further automation.

ENVIRONMENTAL AND OTHER GOVERNMENTAL REGULATION


    OI Group's worldwide operations, in common with those of the industry
generally, are subject to extensive laws, ordinances, regulations and other
legal requirements relating to environmental protection, including legal
requirements governing investigation and clean-up of contaminated properties as
well as water discharges, air emissions, waste management and workplace health
and safety. Capital expenditures for property, plant and equipment for
environmental control activities were not material during 2001 or for the three
months ended March 31, 2002.


    In August 1998, the Company received a Notice of Violation from the United
States Environmental Protection Agency regarding alleged opacity violations at
its Oakland, California glass container plant from the period of 1994 through
1997. Certain furnaces at the plant are equipped with monitors that continuously
monitor opacity. During this period, these furnaces had occasional upset and
breakdown conditions that caused opacity excursions that were reported to the
local air quality management district. This action by the EPA involves the same
incidents that were resolved with the local air quality management district. The
ultimate resolution of this matter is not expected to require any capital
expenditure or change in operations.

    In September 2001, the Virginia Department of Environmental Quality issued a
Notice of Violation to the Company's plant located in Toano, Virginia, alleging
violations of certain regulations in connection with certain changes that were
made to the furnaces during repairs. The Company is currently attempting to
resolve the issues by negotiating a settlement with the Virginia Department of
Environmental Quality. As part of the proposed settlement, the Company would
agree to certain production capacity limitations and may have to install
abatement devices on the furnaces, which would require less than $2 million in
capital expenditures.

    A number of governmental authorities, both in the U.S. and abroad, have
enacted, or are considering, legal requirements that would mandate certain rates
of recycling, the use of recycled materials and/or limitations on certain kinds
of packaging materials such as plastics. OI Group believes that governmental
authorities in both the U.S. and abroad will continue to enact and develop such
legal requirements.

    In the U.S., sales of non-refillable glass beverage bottles and other
convenience packages are affected by mandatory deposit laws and other types of
restrictive legislation. As of January 1, 2002, there were nine states with
mandatory deposit laws in effect. A number of states and local governments have
enacted or are considering legislation to promote curbside recycling and
recycled content legislation as alternatives to mandatory deposit laws. Although
such legislation is not uniformly developed, OI Group believes that states and
local governments will continue to enact and develop curbside recycling and
recycling content legislation.

                                       64

    Plastic containers have also been the subject of legislation in various
states, which requires that a certain specified minimum percentage of recycled
plastic be included in new plastic products. OI Group utilizes recycled plastic
resin in its manufacturing processes.


    Although OI Group is unable to predict what environmental legal requirements
may be adopted in the future, it has not made, and does not anticipate making,
material expenditures with respect to environmental protection. However, the
compliance costs associated with environmental legal requirements may result in
future additional costs to operations.



INTELLECTUAL PROPERTY RIGHTS



    The Company has a large number of patents that relate to a wide variety of
products and processes, has a substantial number of patent applications pending,
and is licensed under several patents of others. While in the aggregate the
Company's patents are of material importance to its businesses, the Company does
not consider that any patent or group of patents relating to a particular
product or process is of material importance when judged from the standpoint of
any segment or its businesses as a whole.



    The Company has a number of intellectual property rights, comprised of both
patented and proprietary technology, that make the Company's glass forming
machines more efficient and productive than those used by our competitors. In
addition, the efficiency of the Company's glass forming machines is enhanced by
the Company's overall approach to cost efficient manufacturing technology, which
extends from batch house to warehouse. This technology is proprietary to the
Company through a combination of issued patents, pending applications,
copyrights, trade secret and proprietary know-how.



    Upstream of the glass forming machine, there is technology to deliver molten
glass to the forming machine at high rates of flow and fully conditioned to be
homogeneous in consistency, viscosity and temperature for efficient forming into
glass containers. The Company has proprietary know-how in (a) the batch house,
where raw materials are stored, measured and mixed, (b) the furnace control
system and furnace combustion, and (c) the forehearth and feeding system to
deliver such homogeneous glass to the forming machines.



    In the Company's glass container manufacturing processes, computer control
and electro-mechanical mechanisms are commonly used for feeding molten glass to
the forming machines. Various patents held by the Company describe
electro-mechanical mechanisms and related technology used for feeding molten
glass to the forming machines. Others represent electro-mechanical mechanisms
and related technology used by the Company for shearing glass gobs for delivery
to the forming machines. Additional U.S. patents and various pending
applications represent technology used by the Company for measuring and
precisely delivering glass gobs to the forming machines.



    Downstream of the glass forming machines there is patented and unpatented
technology for ware handling, annealing, coating and inspection, which further
enhance the overall efficiency of the manufacturing process.



    While the above patents and intellectual property rights are representative
of the technology used in the Company's glass manufacturing operations, there
are numerous other pending patent applications, trade secrets and other
proprietary know-how and technology, as supplemented by administrative and
operational best practices, which contribute to the Company's competitive
advantage. As noted above, however, the Company does not consider that any
patent or group of patents relating to a particular product or process is of
material importance when judged from the standpoint of any segment or its
businesses as a whole.


                                       65

SEASONALITY

    Sales of particular glass container and plastics packaging products such as
beer and food containers are seasonal. Shipments in the U.S. and Europe are
typically greater in the second and third quarters of the year, while shipments
in South America and the Asia Pacific region are typically greater in the first
and fourth quarters of the year.

EMPLOYEES

    OI Group employed approximately 29,700 persons at December 31, 2001. A
majority of OI Group's hourly workers are covered by collective bargaining
agreements. The principal collective bargaining agreement, which at
December 31, 2001, covered approximately 90% of OI Group's union affiliated
employees in the U.S., was extended and ratified in March 2002 and will expire
on April 1, 2005. OI Group considers its employee relations to be good.


LEGAL PROCEEDINGS--OI GROUP



    Certain litigation is pending against OI Group, in many cases involving
ordinary and routine claims incidental to the business of OI Group and in others
presenting allegations that are nonroutine and involve compensatory, punitive or
treble damage claims as well as other types of relief. The ultimate legal and
financial liability of OI Group in respect to this pending litigation cannot be
estimated with certainty. However, OI Group believes, based on its examination
and review of such matters and experience to date, that such ultimate liability
will not have a material adverse effect on its results of operations or
financial condition.



LEGAL PROCEEDINGS--OI INC.



    OI Inc. is one of a number of defendants (typically from 20 to 100 or more)
in a substantial number of lawsuits filed in numerous state and federal courts
by persons alleging bodily injury (including death) as a result of exposure to
dust from asbestos fibers. OI Inc. relies primarily on distributions from its
subsidiaries, including the Company, to fund its indemnity payments and legal
fees related to these lawsuits.



    From 1948 to 1958, one of OI Inc.'s former business units commercially
produced and sold approximately $40 million of a high-temperature,
calcium-silicate based pipe and block insulation material containing asbestos.
OI Inc. exited the pipe and block insulation business in April 1958. The
traditional asbestos personal injury lawsuits and claims relating to such
production and sale of asbestos material typically allege various theories of
liability, including negligence, gross negligence and strict liability and seek
compensatory and punitive damages in various amounts (herein referred to as
"asbestos claims").



    As of March 31, 2002, OI Inc. estimates that it is a named defendant in
asbestos lawsuits and claims involving approximately 24,000 plaintiffs and
claimants.



    Additionally, OI Inc. has claims-handling agreements in place with many
plaintiffs' counsel throughout the country. These agreements require evaluation
and negotiation regarding whether particular claimants qualify under the
criteria established by such agreements. The criteria for such claims include
verification of a compensable illness and a reasonable probability of exposure
to a product manufactured by OI Inc.'s former business unit during its
manufacturing period ending in 1958. OI Inc. believes that the bankruptcies of
additional co-defendants, as discussed below, have resulted in an acceleration
of the presentation and disposition of a number of claims under such agreements,
which claims would otherwise have been presented and disposed of over the next
several years. This acceleration is reflected in an increased number of pending
asbestos claims and, to the extent disposed, contributes to an increase in
asbestos-related payments which is expected to continue in the near term.


                                       66


    OI Inc. is also a defendant in other asbestos-related lawsuits or claims
involving maritime workers, medical monitoring claimants, co-defendants and
property damage claimants. Based upon its past experience, OI Inc. believes that
these categories of lawsuits and claims will not involve any material liability
and they are not included in the above description of pending matters.



    Since receiving its first asbestos claim, OI Inc., as of March 31, 2002, has
disposed of the asbestos claims of approximately 272,000 plaintiffs and
claimants at an average indemnity payment per claim of approximately $5,300.
OI Inc.'s indemnity payments for these claims have varied on a per claim basis,
and are expected to continue to vary considerably over time. As discussed above,
a part of OI Inc.'s objective is to achieve, where possible, resolution of
asbestos claims pursuant to claims-handling agreements. Under such agreements,
qualification by meeting certain illness and exposure criteria has tended to
reduce the number of claims presented to OI Inc. that would ultimately be
dismissed or rejected due to the absence of impairment or product exposure
evidence. OI Inc. expects that as a result, although aggregate spending may be
lower, there may be an increase in the per claim average indemnity payment
involved in such resolution. In this regard, although the average of such
payments has been somewhat higher following the implementation of the
claims-handling agreements in the mid-1990s, the annual average amount has not
varied materially from year to year.



    OI Inc. believes that its ultimate asbestos-related contingent liability
(i.e., its indemnity or other claim disposition costs plus related legal fees)
cannot be estimated with certainty. In 1993, OI Inc. established a liability of
$975 million to cover indemnity payments and legal fees associated with the
resolution of outstanding and expected future asbestos lawsuits and claims. In
1998, an additional liability of $250 million was established. During the third
quarter of 2000, OI Inc. established an additional liability of $550 million to
cover OI Inc.'s estimated indemnity payments and legal fees arising from
outstanding asbestos personal injury lawsuits and claims and asbestos personal
injury lawsuits and claims expected to be filed in the ensuing several years.
OI Inc.'s ability to reasonably estimate its liability has been significantly
affected by the volatility of asbestos-related litigation in the United States,
the expanding list of non-traditional defendants that have been sued in this
litigation and found liable for substantial damage awards, the continued use of
litigation screenings to generate new lawsuits, the large number of claims
asserted or filed by parties who claim prior exposure to asbestos materials but
have no present physical impairment as a result of such exposure, and the
growing number of co-defendants that have filed for bankruptcy. Since the
beginning of 2000, A. P. Green Industries, Inc., Armstrong World Industries,
Babcock & Wilcox, Federal-Mogul Corporation, Fibreboard Corporation, G-I
Holdings (GAF), Harbison-Walker Refractories Group, Kaiser Aluminum Corporation,
North American Refractories Co., Owens Corning, Pittsburgh-Corning, Plibrico
Company, Porter Hayden Company, USG Corporation, W. R. Grace & Co. and several
other smaller companies have sought protection under Chapter 11 of the
Bankruptcy Code.



    OI Inc. has continued to monitor trends which may affect its ultimate
liability and has continued to analyze the developments and variables affecting
or likely to affect the resolution of pending and future asbestos claims against
OI Inc. OI Inc. expects that the gross amount of total asbestos-related payments
will be moderately lower in 2002 compared to 2001 and will continue to decline
thereafter as the number of potential claimants continues to decrease. However,
the trend toward lower aggregate annual payments has not occurred as soon as had
been anticipated when the additional liability was established in 2000. In
addition, the number of claims and lawsuits filed against OI Inc. has exceeded
the number anticipated at that time. In early March 2002, OI Inc. initiated a
comprehensive review to determine whether further adjustment of asbestos-related
liabilities was appropriate. At the conclusion of this review in April, OI Inc.
determined that an additional charge of $475 million would be appropriate to
adjust the reserve for estimated future asbestos-related costs. The March 31,
2002 adjusted reserve reflects (i) OI Inc.'s estimate at that date of the
reasonably probable contingent liability for asbestos claims already asserted
against OI Inc., (ii) OI Inc.'s estimate at that date of the contingent
liability for preexisting but unasserted asbestos claims for prior periods
arising under its


                                       67


administrative claims-handling agreements with various plaintiffs' counsel,
(iii) OI Inc.'s estimate at that time of the contingent liability for asbestos
claims not yet asserted against OI Inc., but which OI Inc. believes it is
reasonably probable will be asserted in the future, to the degree that such an
estimation as to future claims is possible, and (iv) OI Inc.'s estimate of legal
defense costs likely to be incurred in connection with the foregoing types of
claims. OI Inc. believes that any possible loss or range of loss in addition to
the foregoing charge cannot be reasonably estimated.



    The ultimate amount of distributions which may be required to be made by the
Company and other subsidiaries of OI Inc. to fund OI Inc's asbestos-related
payments cannot be estimated with certainty. However, the Company believes,
based on its examination and review of the matters discussed above and its
experience to date, that such distributions will not materially affect the
Company's ongoing operating capabilities or its ability to make necessary and
appropriate investments in its business and working capital and thus will not
have a material adverse effect upon the Company's operations, liquidity or
financial position on a long-term basis.


                                       68


                                   MANAGEMENT



EXECUTIVE OFFICERS AND DIRECTORS



    We are an indirect, wholly-owned subsidiary of OI Inc. All of our executive
officers and directors hold the same position with OI Inc. and receive no
separate compensation from the Company. The following table sets forth certain
information with respect to our executive officers and directors as of
April 30, 2002.





NAME AND AGE                                                      POSITION
- ------------                                                      --------
                                      
EXECUTIVE OFFICERS
Joseph H. Lemieux (71).................  Chairman and Chief Executive Officer
R. Scott Trumbull (53).................  Executive Vice President and Chief Financial Officer
Terry L. Wilkison (61).................  Executive Vice President, Plastics Group General Manager
Thomas L. Young (58)...................  Executive Vice President, Administration and General
                                         Counsel
John Bachey (53).......................  Vice President, Glass Container Sales and Marketing
James W. Baehren (51)..................  Vice President, Director of Finance and Secretary
Joseph V. Conda (60)...................  Vice President, General Manager of Prescription Products
L. Richard Crawford (41)...............  Vice President, Global Glass Technology
Jeffrey A. Denker (54).................  Treasurer
Larry A. Griffith (56).................  Vice President, General Manager of Plastic Containers
W. Bruce Larsen (48)...................  Vice President, General Manager of Food and Beverage
Gerald J. Lemieux (44).................  Vice President, Corporate Strategy
Michael D. McDaniel (53)...............  Vice President, General Manager of Closure and
                                         Specialty Products
Philip McWeeny (62)....................  Vice President, General Counsel--Corporate and
                                         Assistant Secretary
Gilberto Restrepo (61).................  Vice President, General Manager of Latin American Glass
                                         Container Operations
Peter J. Robinson (58).................  Vice President, General Manager of Asia Pacific Operations
Robert A. Smith (60)...................  Vice President, General Manager of Domestic Glass
                                         Container
Franco Todisco (58)....................  Vice President, General Manager of Europe Operations
Edward C. White (54)...................  Vice President and Controller

DIRECTORS
Joseph H. Lemieux (71).................  Chairman and Chief Executive Officer
Thomas L. Young (58)...................  Director and Executive Vice President, Administration and
                                         General Counsel
George R. Roberts (58).................  Director
Michael W. Michelson (51)..............  Director
James H. Greene, Jr. (51)..............  Director
Edward A. Gilhuly (42).................  Director
Robert J. Dineen (72)..................  Director
John J. McMackin, Jr. (50).............  Director
Anastasia D. Kelly (52)................  Director




    Mr. Lemieux has been Chairman of the Board of the Company since 1991, Chief
Executive Officer of the Company since 1990 and a director since 1987.
Mr. Lemieux was President and Chief Operating Officer of the Company and its
predecessor from 1986 to 1990. Mr. Lemieux is a director of Manor Care Inc. He
is chairman of the Executive Committee.



    Mr. Trumbull has been Executive Vice President and Chief Financial Officer
since 2001. He previously served as Executive Vice President--International
Operations (1993-1998) and as Executive Vice President--Corporate Development
(1998-2001).


                                       69


    Mr. Wilkison has been Executive Vice President, Plastics Group General
Manager since 2000. He previously served as Executive Vice President, Latin
American Operations (1998-2000), Executive Vice President (1993-1997) and
Executive Vice President, Domestic Packaging Operations (1993-1996).



    Mr. Young has been Executive Vice President, Administration and General
Counsel and a director since 1998. He previously served as Executive Vice
President, Administration, General Counsel, and Secretary (1993-1998).
Mr. Young is a director of Manor Care Inc.



    Mr. Bachey has been Vice President since 1997 and Vice President of Glass
Container Sales and Marketing since 2000. He previously served as General
Manager, European and Latin American Plastics Operations (1999-2000), General
Manager, Europe and Latin America, Continental PET Technologies (1998-1999) and
Vice President of Glass Container Sales and Marketing (1996-1997).



    Mr. Baehren has been Corporate Secretary since 1998 and Vice President,
Director of Finance since 2001. He previously served as Associate General
Counsel (1996-2001).



    Mr. Conda has been Vice President since 1998 and Vice President and General
Manager of Prescription Products since 2000. He previously served as Vice
President of Glass Container Sales and Marketing (1997-2000) and Vice President
and General Manager of Prescription Products (1996-1997).



    Mr. Crawford has been Vice President since 2000 and Vice President, Global
Glass Technology since 2002. He previously served as Manufacturing Manager of
Domestic Glass Container (2000-2002), Vice President of Domestic Glass Container
and Area Manufacturing Manager, West Coast (1997-2000) and Domestic Glass
Container Area Manufacturing Manager (1994-1997).



    Mr. Denker has been Treasurer since 1998. He previously served as Assistant
Treasurer, (1988-1998) and Director of International Finance (1987-1998).



    Mr. Griffith has been Vice President since 1990 and Vice President and
General Manager of Plastic Containers since 2001. He previously served as Vice
President and General Manager of Closure and Specialty Products (1998-2001),
Vice President of International Operations (1997-1998), Vice President and Chief
Information Officer (1996-1998) and General Manager of Plastic Components
Operations (1996-1997).



    Mr. Larsen has been Vice President since 1997 and Vice President, General
Manager of Food and Beverage since 2002. He previously served as Vice President
and General Manager of Continental PET Technologies (2001-2002), as Vice
President and General Manager of Plastic Containers (1999-2001), as Vice
President and Director of Operations, Plastic Containers (1998-1999) and as Vice
President and Director of Manufacturing, Plastic Containers (1993-1998).



    Mr. Gerald J. Lemieux has been Vice President since 1997 and Vice President,
Corporate Strategy since 2002. He previously served as Vice President, General
Manager of Domestic Glass Container (1997-2002) and as Vice President, Domestic
Glass Container Finance and Administration (1992-1997). Mr. Gerald J. Lemieux is
the son of Mr. Joseph H. Lemieux.



    Mr. McDaniel has been Vice President since 1992 and Vice President and
General Manager of Closure and Specialty Products since 2001. He previously
served as Vice President and General Manager of Continental PET Technologies
(1998-2001) and Vice President and General Manager of Closure and Specialty
Products (1991-1998).



    Mr. McWeeney has been Vice President and General Counsel--Corporate since
1988.



    Mr. Restrepo has been Vice President since 2000 and General Manager of Latin
American Glass Container Operations since 2000. He previously served as Vice
President of International Operations and General Manager, Western Region--Latin
America (1997-2000). Mr. Restrepo has been the President of Cristaleria Peldar,
S.A. since 1982.


                                       70


    Mr. Robinson has been Vice President since 1999 and General Manager of Asia
Pacific Operations since 1998. Prior to joining the Company, Mr. Robinson served
as Chief Executive of ACI Packaging Group (1988-1998).



    Mr. Smith has been Vice President since 1993 and Vice President, General
Manager of Domestic Glass Container since 2000. He previously served as Vice
President and Technical Director (1998-2002), Vice President of International
Operations (1997-1998) and Vice President of Glass Container Manufacturing
(1993-1997).



    Mr. Todisco has been Vice President since 1999 and General Manager Europe
Operations since 1999. Prior to joining the Company, Mr. Todisco served as
President of AVIR S.p.A., (1994-1999).



    Mr. White has been Vice President since 2002 and Controller since 1999. He
previously served as Vice President and Director of Finance, Planning, and
Administration--International Operations, (1997-1999) and Financial Director of
OI Group's affiliates in Finland and Poland (1996-1997).



    Mr. Roberts has been a director since 1987. Mr. Roberts is a Founding
Partner of Kohlberg Kravis Roberts & Co., L.P. and, effective January 1, 1996,
he became a managing member of the limited liability company which is the
general partner of Kohlberg Kravis Roberts & Co., L.P. Mr. Roberts also is a
general partner of KKR Associates, L.P. Mr. Roberts is a director of Accuride
Corporation, Alliance Imaging, Inc., Amphenol Corporation, Borden, Inc., The
Boyds Collection, Ltd., DPL Inc., Evenflo Company Inc., IDEX Corporation,
KinderCare Learning Centers, Inc., KSL Recreation Group, Inc., PRIMEDIA, Inc.,
Safeway Inc. and Spalding Holdings Corporation. He is a member of the Executive
Committee.



    Mr. Michelson has been a director since 1987. Mr. Michelson has been a
member of the limited liability company which is the general partner of Kohlberg
Kravis Roberts & Co., L.P. since January 1, 1996. Prior thereto, he was a
general partner of Kohlberg Kravis Roberts & Co., L.P. Mr. Michelson also is a
general partner of KKR Associates, L.P. Mr. Michelson is a director of Alliance
Imaging, Inc., Amphenol Corporation, AutoZone, Inc. and KinderCare Learning
Centers, Inc. He is chairman of the Compensation Committee and a member of the
Executive Committee.



    Mr. Greene has been a director since 1987. Mr. Greene was a general partner
of Kohlberg Kravis Roberts & Co., L.P. from January 1, 1993 until January 1,
1996, when he became a member of the limited liability company which is the
general partner of Kohlberg Kravis Roberts & Co., L.P. Mr. Greene has been a
general partner of KKR Associates, L.P. since January 1, 1993, and prior thereto
was a limited partner of KKR Associates, L.P. and an executive of Kohlberg
Kravis Roberts & Co., L.P. Mr. Greene is a director of Accuride Corporation,
Birch Telecom, Inc., Safeway Inc. and Shoppers Drug Mart Corporation. He is a
member of the Compensation Committee.



    Mr. Gilhuly has been a director since 1987. Mr. Gilhuly was a general
partner of Kohlberg Kravis Roberts & Co., L.P. from January 1, 1995 until
January 1, 1996, when he became a member of the limited liability company which
is the general partner of Kohlberg Kravis Roberts & Co., L.P. Mr. Gilhuly has
been a general partner of KKR Associates, L.P. since January 1, 1995, and prior
thereto was a limited partner of KKR Associates, L.P. and an executive of
Kohlberg Kravis Roberts & Co., L.P. Mr. Gilhuly is a director of Layne
Christensen Company, MedCath Corporation and Rockwood Specialties, Inc. He is a
member of the Executive and Compensation Committees.



    Mr. McMackin has been a director since 1994. Mr. McMackin has been a member
of Williams & Jensen for more than five years. He is a member of the Audit
Committee.



    Mr. Dineen has been a director since 1994. Mr. Dineen has been Chairman of
the Board of Directors of Layne Christensen Company since 1992. Prior to 1993,
Mr. Dineen was President and Chief Executive Officer of The Marley Company for
more than five years. Mr. Dineen is a director of Layne Christensen Company. He
is chairman of the Audit Committee.


                                       71


    Ms. Kelly has been a director since 2002. Ms. Kelly has been an executive
officer of Sears, Roebuck and Co. since 1999, currently serving as Senior Vice
President. She previously served as Senior Vice President (1996-1999) and
General Counsel and Secretary (1995-1999) of Fannie Mae, a financial services
company. She was appointed as a member of the Audit Committee effective
April 1, 2002.



                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS



DIRECTOR COMPENSATION



    All of the Company's directors are also directors of OI Inc. Directors who
are not officers of OI Inc. and the Company are paid a fee of $55,000 annually
plus expenses associated with meetings of OI Inc.'s and the Company's Boards and
receive no separate compensation from the Company. In addition, each director
who is not an officer of the Company receives a grant under OI Inc.'s Directors
Stock Option Plan of an option for 5,000 shares of OI Inc.'s Common Stock
annually on the day immediately following the date of the annual meeting of
share owners. Options are priced at the fair market value of the Common Stock on
the date of grant, have a term of ten years and one day and vest on the first
anniversary of the grant date.



EXECUTIVE COMPENSATION



    All of our executive officers hold the same position with OI Inc. and
receive no separate compensation from the Company. The following table shows,
for the years ended December 31, 1999, 2000 and 2001, the cash compensation paid
by OI Inc. and its subsidiaries, as well as certain other compensation paid or
accrued for those years, to the Chief Executive Officer and the four most highly
compensated executive officers of the Company and OI Inc. (the "named executive
officers") in all capacities in which they served.




                                                                                        LONG TERM COMPENSATION
                                                                              -------------------------------------------
                                              ANNUAL COMPENSATION                         AWARDS                PAYOUTS
                                     --------------------------------------   ------------------------------   ----------
                                                                 OTHER        RESTRICTED        SECURITIES     LONG-TERM
                                                                 ANNUAL         STOCK           UNDERLYING     INCENTIVE
        NAME AND                      SALARY       BONUS      COMPENSATION     AWARD(S)       OPTIONS/SAR'S     PAYOUTS
   PRINCIPAL POSITION       YEAR      ($)(1)       ($)(2)        ($)(3)          ($)              (#)(4)         ($)(5)
- ------------------------  --------   --------     --------   --------------   ----------      --------------   ----------
                                                                                          
Joseph H. Lemieux.......    2001     $696,667     $525,000     $1,125,954(7)  $1,307,468(8)       160,000       $335,644
  Chairman and Chief        2000      650,797      137,500        346,287       856,286           160,000        100,358
  Executive Officer         1999      625,697      278,750         77,681     2,322,094           160,000        105,651

Peter J. Robinson.......    2001      432,401(11)  544,063(12)      598,911     602,000(13)        75,000        146,096
  V.P., General Manager,    2000      471,726      405,879              0             0           100,000        124,616
  Asia Pacific              1999      480,168      463,543              0       558,750           100,000              0
  Operations

R. Scott Trumbull.......    2001      311,667      240,000        467,216       451,500(15)        75,000        108,202
  Executive V.P.--Chief     2000      292,500      180,000        104,202             0            75,000         94,502
  Financial Officer         1999      277,500      160,000         29,846       419,063            75,000         97,718

Terry L. Wilkison.......    2001      315,833      250,000        413,241       451,500(16)       100,000        108,272
  Executive                 2000      292,500      200,000         33,005             0            75,000         73,093
  V.P.--Plastics            1999      277,500      160,000         11,791       419,063            75,000         78,778
  Group General Manager

Thomas L. Young.........    2001      315,833      250,000        459,331       451,500(17)       100,000        107,848
  Executive V.P.--          2000      292,500      200,000         85,921             0            75,000         91,763
  Administration            1999      276,333      160,000         29,057       558,750            75,000         93,600
  and General Counsel



                            ALL OTHER
        NAME AND           COMPENSATION
   PRINCIPAL POSITION         ($)(6)
- ------------------------  --------------
                       
Joseph H. Lemieux.......       $66,449(9)(10)
  Chairman and Chief            64,163
  Executive Officer             54,243
Peter J. Robinson.......         4,404(14)
  V.P., General Manager,         4,446
  Asia Pacific                   4,555
  Operations
R. Scott Trumbull.......        12,976(10)
  Executive V.P.--Chief         12,594
  Financial Officer             11,100
Terry L. Wilkison.......         8,489(10)
  Executive                      5,956
  V.P.--Plastics                   883
  Group General Manager
Thomas L. Young.........         8,106(10)
  Executive V.P.--              12,948
  Administration                11,053
  and General Counsel



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

 (1) Includes amounts deferred at the election of the named executive officer
     pursuant to the salary reduction provisions of the Stock Purchase and
     Savings Program.



 (2) Except as otherwise provided in footnote 12 below, the amounts disclosed in
     this column represent awards under the Owens-Illinois, Inc. Senior
     Management Incentive Plan for the year indicated. Except as otherwise
     provided in footnote 8 below, amounts, if any, deferred at the election of
     a named executive officer are included in the year earned.



 (3) The amounts disclosed in this column represent amounts reimbursed during
     the year for the payment of taxes, including taxes due in connection with
     the grant in 2001 of shares of restricted stock under OI Inc.'s 1997 Equity
     Participation Plan in the following amounts: Mr. Lemieux, $974,049;
     Mr. Robinson, $566,932; Mr. Trumbull, $436,818; Mr. Wilkison, $385,527; and
     Mr. Young, $436,818.


                                       72


 (4) No SAR's were granted to any of the named executive officers during 2001.



 (5) The amounts disclosed in this column represent awards under the
     Owens-Illinois, Inc. Performance Award Plan for the year indicated. Except
     as otherwise provided in footnote 8 below, amounts, if any, deferred at the
     election of an executive officer are included in the year earned.



 (6) Except as otherwise provided in footnotes 9, 10 and 14 below, the amounts
     disclosed in this column for 2001 represent matching cash contributions by
     OI Inc. to the Stock Purchase and Savings Program ("SPASP") and the
     Executive Deferred Savings Plan, both defined contribution plans. The SPASP
     is a tax-qualified defined contribution plan intended to satisfy the
     requirements of Section 401(k) of the Internal Revenue Code of 1986. OI
     Inc. contributes to each participant's account maintained under the SPASP
     an amount of OI Inc. stock equal to 50% of the participant's contributions
     to the SPASP but not more than 4% of (a) the participant's earnings or
     (b) $170,000 for 2001, whichever is lower. The difference between the
     theoretical OI Inc. matching contribution under the SPASP for each
     participant, without regard to the legally imposed maximum, and the maximum
     contribution permitted under law is used to determine the number of
     theoretical shares of OI Inc. Common Stock which would have been purchased
     for the participants account in the absence of the IRS limitation on
     participant's earnings in excess of $170,000 for 2001. Amounts deferred
     into the Executive Deferred Savings Plan at the election of the participant
     may be credited to either a cash deferral account earning interest at a
     prescribed rate or an OI Inc. stock deferral account. Any balance in the
     plan is paid in cash to the individual at termination of employment.



 (7) The amount shown reflects $1,065,060 reimbursed to Mr. Lemieux in 2001 for
     the payment of taxes, including the amount of $974,049 representing taxes
     due in connection with the grant of 160,000 shares of restricted stock in
     2001. The amount shown also reflects the values of certain perquisites
     provided by OI Inc. to Mr. Lemieux totaling $60,894, of which $28,359 is
     attributable to his personal use of OI Inc. aircraft and $19,819 is
     attributable to financial planning provided by OI Inc.



 (8) Represents 188,689 shares of restricted stock granted to Mr. Lemieux under
     OI Inc.'s 1997 Equity Participation Plan of which 28,689 was granted in
     lieu of cash payments in the amounts of $175,000 and $111,881 pursuant to
     elections by Mr. Lemieux under OI Inc.'s Senior Management Incentive Plan
     and Performance Award Plan, respectively. As of December 31, 2001,
     Mr. Lemieux held 390,105 shares of restricted stock of OI Inc. with a value
     of $3,897,149 (determined by the closing price of the Common Stock on the
     New York Stock Exchange on December 31, 2001).



 (9) Also includes a premium of $37,270 paid by OI Inc. on a whole life
     insurance policy owned by Mr. Lemieux.



 (10) Includes the following amounts equal to the value of premiums paid by OI
      Inc. in connection with life insurance policies issued pursuant to the
      Owens-Illinois Executive Life Insurance Plan and Participation Agreements
      entered into between OI Inc. and certain named executive officers during
      2001: Mr. Lemieux, $9,328; Mr. Trumbull, $926; Mr. Wilkison, $1,689; and
      Mr. Young, $1,306.



 (11) Includes payment in the amount of $84,124, which payments were made to
      Mr. Robinson in lieu of contributions on his behalf to a superannuation
      fund to provide post-retirement pension benefits.



 (12) Includes $119,265 paid to Mr. Robinson under the ACI Packaging Services
      Pty Limited Senior Executive Retention and Confidentiality Agreement.
      Mr. Robinson's bonus is provided under a separate bonus plan relating to
      OI Inc.'s Asia Pacific business.



 (13) As of December 31, 2001, Mr. Robinson held phantom stock units under OI
      Inc.'s 1997 Equity Participation Plan with respect to 20,000 shares of
      Common Stock of OI Inc. and 100,000 shares of restricted stock of OI Inc.
      with a combined value of $1,198,800 (determined by the closing price of
      the Common Stock on the New York Stock Exchange on December 31, 2001).



 (14) Represents the statutory minimum amounts contributed by OI Inc. to a
      superannuation fund on behalf of Mr. Robinson.



 (15) As of December 31, 2001, Mr. Trumbull held 90,000 shares of restricted
      stock of OI Inc. with a value of $899,100 (determined by the closing price
      of the Common Stock on the New York Stock Exchange on December 31, 2001).



 (16) As of December 31, 2001, Mr. Wilkison held 90,000 shares of restricted
      stock of OI Inc. with a value of $899,100 (determined by the closing price
      of the Common Stock on the New York Stock Exchange on December 31, 2001).



 (17) As of December 31, 2001, Mr. Young held 95,000 shares of restricted stock
      of OI Inc. with a value of $949,050 (determined by the closing price of
      the Common Stock on the New York Stock Exchange on December 31, 2001).



OPTION/SAR GRANTS IN LAST FISCAL YEAR(1)



    The following table provides information on option grants for OI Common
Stock in 2001 to the named executive officers.





                                                         INDIVIDUAL GRANTS                       POTENTIAL REALIZABLE
                                       ------------------------------------------------------      VALUE AT ASSUMED
                                        NUMBER OF                                                    ANNUAL RATES
                                        SECURITIES     % OF TOTAL                                   OF STOCK PRICE
                                        UNDERLYING    OPTIONS/SARS                                 APPRECIATION FOR
                                       OPTIONS/SARS    GRANTED TO    EXERCISE OR                    OPTION TERM(3)
                                         GRANTED      EMPLOYEES IN   BASE PRICE    EXPIRATION   -----------------------
NAME                                       (#)        FISCAL YEAR      ($/SH)         DATE          5%          10%
- ----                                   ------------   ------------   -----------   ----------   ----------   ----------
                                                                                           
Joseph H. Lemieux....................      160,000(2)      9.3%        $5.6875      01/03/11    $  572,294   $1,450,306
Peter J. Robinson....................       75,000(2)      4.3%         5.6875      01/03/11       268,263      679,831
R. Scott Trumbull....................       75,000(2)      4.3%         5.6875      01/03/11       268,263      679,831
Terry L. Wilkison....................      100,000(2)      5.8%         5.6875      01/03/11       357,684      906,441
Thomas L. Young......................      100,000(2)      5.8%         5.6875      01/03/11       357,684      906,441



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


(1) No SARs were granted to any of the named executive officers during 2001.



(2) Exercises of one-half of the options are permitted after each of the fifth
    and sixth anniversaries of the date of the grant; provided, options shall
    become exercisable after the first anniversary of the date of the grant


                                       73


    thereof at the time when the average fair market value per share (as
    evidenced by the closing price of the underlying stock on the principal
    exchange on which it is traded) for any period of 20 consecutive trading
    days (commencing after such first anniversary) is at least equal to the
    product of the fair market value per share on the date of grant times the
    amount shown below under "Stock Price Multiple" as to the percentage of the
    shares of stock initially subject to the option shown below under "Exercise
    Percentage."





     STOCK PRICE         RESULTING
      MULTIPLE          STOCK PRICE   EXERCISE PERCENTAGE
- ---------------------   -----------   -------------------
                                
         120%              $ 6.83              25%
         144%                8.19              50%
         172%                9.78              75%
         206%               11.72             100%




    Under the Second Amended and Restated Stock Option Plan for Key Employees of
    Owens-Illinois, Inc., for all options granted between January 1, 1992 and
    December 31, 1996, rights to receive Additional Options, as defined in the
    Second Amended and Restated Stock Option Plan for Key Employees of
    Owens-Illinois, Inc., are attached to each option and Additional Options
    will be granted upon exercise, subject to certain conditions, if the
    exercise price is paid using shares of Common Stock owned by the optionee or
    the related tax obligation is paid using shares of Common Stock owned by the
    optionee or by relinquising Common Stock which the optionee is entitled to
    receive upon the exercise of the options. Under the 1997 Equity
    Participation Plan of Owens-Illinois, Inc., for all options granted under
    the plan, rights to receive Additional Options, as defined in the 1997
    Equity Participation Plan of Owens-Illinois, Inc., are attached to each
    option and Additional Options will be granted upon exercise, subject to
    certain conditions, if the exercise price is paid using shares of Common
    Stock owned by the optionee or the related tax obligation is paid using
    shares of Common Stock owned by the optionee or by relinquishing Common
    Stock which the optionee is entitled to receive upon the exercise of the
    options.



(3) Based on actual option term and annual compounding. The assumed annual rates
    of appreciation of 5 and 10 percent would result in the price of OI Inc.'s
    Common Stock increasing to $9.264 and $14.752, respectively.



AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES



    Shown below is information with respect to the unexercised options to
purchase OI Inc.'s Common Stock granted in 2001 and prior years to the named
executive officers and held by them at December 31, 2001. No options were
exercised by named executive officers in 2001.





                                                         NUMBER OF SECURITIES
                                                        UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
                                                            OPTIONS/SARS AT          IN-THE-MONEY OPTIONS/SARS
                                                           DECEMBER 31, 2001          AT DECEMBER 31, 2001(1)
                                                      ---------------------------   ---------------------------
NAME                                                  EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
- ----                                                  -----------   -------------   -----------   -------------
                                                                                      
Joseph H. Lemieux...................................    325,000        790,000          $0          $688,400
Peter J. Robinson...................................          0        375,000           0           322,688
R. Scott Trumbull...................................     47,500        326,250           0           322,688
Terry L. Wilkison...................................          0        325,000           0           430,250
Thomas L. Young.....................................     83,491        381,250           0           430,250



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


(1) Based on the closing price of OI Inc.'s Common Stock on the New York Stock
    Exchange on that date of $9.99.



LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR



    The named executive officers are covered by OI Inc.'s Performance Award Plan
("PAP") under which eligible employees receive annual cash awards payable at the
end of the three-year period covered by the grant of the award. Award payouts
under PAP are based on the average annual attainment of the performance
objectives set by the Compensation Committee of OI Inc.'s Board. For the
2001-2003 award period, performance will be evaluated in comparison to OI Inc.'s
attained level of earnings per share relative to objectives for that period. The
target amounts shown below are earned by OI Inc. performance at the level of
100% of the established objectives, with such payment percentage


                                       74


increasing or decreasing four percentage points for each single percentage point
increase or decrease, respectively, in performance.





                                                            PERFORMANCE
                                                              OR OTHER     ESTIMATED FUTURE PAYOUTS UNDER
                                                            PERIOD UNTIL     NON-STOCK PRICE-BASED PLANS
                                                             MATURATION    -------------------------------
NAME                                                         OR PAYOUT     THRESHOLD    TARGET    MAXIMUM
- ----                                                        ------------   ---------   --------   --------
                                                                                      
Joseph H. Lemieux.........................................   2001-2003     $106,750    $543,750        (1)
Peter J. Robinson.........................................   2001-2003       29,120     145,600        (1)
R. Scott Trumbull.........................................   2001-2003       26,080     130,400        (1)
Terry L. Wilkison.........................................   2001-2003       26,496     132,480        (1)
Thomas L. Young...........................................   2001-2003       26,400     132,000        (1)



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


(1) The maximum dollar amount that may be earned under PAP is not capped.



PENSION PLANS



    The following table illustrates the estimated annual benefits payable under
the Owens-Illinois Salary Retirement Plan (the "Retirement Plan") and
nonqualified retirement plans in various average earnings classifications upon
normal retirement at age 65:





                                                YEARS OF CREDITED SERVICE
  HIGHEST THREE-YEAR      ---------------------------------------------------------------------
AVERAGE ANNUAL EARNINGS      20         25         30          35           40           45
- -----------------------   --------   --------   --------   ----------   ----------   ----------
                                                                   
       $  200,000         $ 52,532   $ 65,664   $ 78,797   $   91,930   $  104,050   $  116,170
          400,000          108,594    135,743    162,891      190,040      213,330      237,570
          600,000          165,737    207,171    248,606      290,040      322,610      358,970
          800,000          222,880    278,600    334,320      390,040      431,890      480,370
        1,000,000          280,023    350,029    420,034      490,040      541,170      601,770
        1,200,000          337,166    421,457    505,749      590,040      650,450      723,170
        1,400,000          394,309    492,886    591,463      690,040      759,730      844,570
        1,600,000          451,451    564,314    677,177      790,040      869,010      965,970
        1,800,000          508,594    635,743    762,891      890,040      978,290    1,087,370
        2,000,000          565,737    707,171    848,606      990,040    1,087,570    1,208,770
        2,200,000          622,880    778,600    934,320    1,090,040    1,196,850    1,330,170




    The above pension table illustrates benefits calculated on a straight-life
annuity basis, and reflects the greater of the regular benefit or the
"grandfathered" benefit available under the formula in effect prior to
January 1, 1989. The regular benefit does not contain an offset for social
security or other amounts, whereas the "grandfathered" benefit does provide for
a partial offset for social security benefits.



    The compensation covered by the plans under which the benefits are
summarized in the table above equals the sum of base salary, Senior Management
Incentive Plan and Performance Award Plan payments, as reported in the Summary
Compensation Table for the named executive officers for the last three fiscal
years, and is equal to the highest three-year average of such amounts. At
January 31, 2002, Mr. Lemieux had 44 years of credited service, Mr. Trumbull had
30 years of credited service, Mr. Wilkison had 3 years of credited service and
Mr. Young had 25 years of credited service under the Retirement Plan. To the
extent that benefits in the preceding table cannot, under the limitations of the
Code, be provided under the Retirement Plan, such benefits will be provided
under OI Inc.'s Supplemental Retirement Benefit Plan (the "SRBP"). Peter J.
Robinson is not covered by an OI Inc.-sponsored pension plan.



    A significant portion of the pension benefits payable to certain named
executive officers is provided under the SRBP. Such benefits have historically
represented an unfunded liability of OI Inc. OI Inc. previously provided for
funding of a significant portion of the retirement benefits due under


                                       75


the SRBP through cash payments to certain participants in the plan. Such funding
arrangements offset the liabilities under the SRBP at the time of such funding.



    EMPLOYMENT AGREEMENTS.  OI Inc. entered into employment agreements with
certain officers, including the named executive officers listed above, that
entitle the participants to receive their base salaries and to participate in
designated benefit plans of OI Inc. The agreements provide for termination of
employment at any time, with or without cause, and the benefit plans designated
therein and each employee's rights to receive salary and bonuses pursuant
thereto are subject to modification by OI Inc. in its sole discretion.


                                       76


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



    The following table sets forth certain information regarding the beneficial
ownership of OI Inc. Common Stock as of March 11, 2002 (except as otherwise
noted in the footnotes below) by each beneficial owner of more than five percent
of OI Inc.'s outstanding Common Stock known to OI Inc., each of OI Inc.'s
directors, each of the named executive officers and all directors and executive
officers of OI Inc. Joseph H. Lemieux, R. Scott Trumbull and Gerald J. Lemieux
own 28,473, 18,982 and 2,373 shares of OI Inc.'s $2,375 Convertible Preferred
Stock, respectively, which shares are reflected in the totals shown below at a
conversion rate of 0.9491 shares of Common Stock for each share of Convertible
Preferred Stock. No other director, nominee for director, named executive
officer or other executive officer beneficially owned any of OI Inc.'s preferred
stock.





                                                                   NUMBER OF
                      NAME AND ADDRESS                        SHARES BENEFICIALLY
                    OF BENEFICIAL OWNER                            OWNED(1)            PERCENTAGE
- ------------------------------------------------------------  -------------------      ----------
                                                                                 
KKR Associates, L.P.(2).....................................      36,000,000              24.5%
  9 West 57th Street
  New York, New York 10019

Alliance Capital Management L.P.(3).........................      18,235,104              12.4
  1290 Avenue of the Americas
  New York, New York 10104

FMR Corp.(4)................................................       7,642,679               5.2
  82 Devonshire Street
  Boston, Massachusetts 02109

Massachusetts Financial Services Company(5).................       7,626,133               5.2
  500 Boylston Street
  Boston, Massachusetts 02116

State Street Bank and Trust Company(6)......................      20,370,812              13.9
  225 Franklin Street
  Boston, MA 02110

Joseph H. Lemieux(1)........................................       1,398,508(7)(8)         1.0
Thomas L. Young(1)..........................................         325,511(7)(8)         0.2
Robert J. Dineen(1).........................................          27,282             --
Edward A. Gilhuly(2)........................................          10,000             --
James H. Greene, Jr.(2).....................................        --                   --
Anastasia D. Kelly..........................................        --                   --
John J. McMackin, Jr.(1)....................................          28,019             --
Michael W. Michelson(2)(9)..................................          20,000             --
George R. Roberts(2)........................................        --                   --
Peter J. Robinson(1)........................................         203,000(7)(8)         0.1
R. Scott Trumbull(1)........................................         352,529(7)(8)         0.2
Terry L. Wilkison(1)........................................         235,129(7)(8)         0.2
All directors and executive officers as a group (other than
  as set forth in relation to KKR Associates, L.P.) (26
  persons)(1)...............................................       3,890,214(7)(8)         2.6



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


(1) For purposes of this table, a person or group of persons is deemed to have
    "beneficial ownership" of any shares as of a given date if such person has
    the right to acquire such shares within 60 days after such date. For
    purposes of computing the percentage of outstanding shares held by each
    person or group of persons named above on a given date, any security which
    such person or persons has the right to acquire within 60 days after such
    date is deemed to be outstanding, but is not deemed to be outstanding for
    the purpose of computing the percentage ownership of any other person. The
    information includes: all currently exercisable options granted to
    Messrs. Lemieux,


                                       77


    Young, Dineen, McMackin, Robinson, Trumbull and Wilkison. The number of
    shares beneficially owned includes 485,000 shares subject to options granted
    to Mr. Lemieux; 164,491 shares subject to options granted to Mr. Young;
    18,182 shares subject to options granted to Mr. Dineen; 18,391 shares
    subject to options granted to Mr. McMackin; 75,000 shares subject to options
    granted to Mr. Robinson; 122,500 shares subject to options granted to
    Mr. Trumbull; 100,000 shares subject to options granted to Mr. Wilkison; and
    1,595,839 shares subject to options granted to all directors and officers as
    a group (other than as set forth in relation to KKR Associates, L.P.). For
    purposes of this table, Mr. Robinson is deemed to have "beneficial
    ownership" of 20,000 phantom stock units issued under OI Inc.'s 1997 Equity
    Participation Plan.



(2) Shares shown as owned by KKR Associates, L.P. are owned of record by three
    limited partnerships of which KKR Associates, L.P. is the sole general
    partner and as to which it possesses sole voting and investment power. KKR
    Associates is a limited partnership of which George R. Roberts, Michael W.
    Michelson, James H. Greene, Jr., Edward A. Gilhuly (all directors of the
    Company), Henry R. Kravis, Robert I. MacDonnell, Paul E. Raether, Michael T.
    Tokarz, Perry Golkin, and Scott Stuart are the general partners. Such
    persons may be deemed to share beneficial ownership of the shares shown as
    owned by KKR Associates, L.P. The foregoing persons disclaim beneficial
    ownership of such shares of OI Inc.



(3) The Schedule 13G received by OI Inc. from AXA Financial, Inc. indicated that
    Alliance Capital Management L.P. is the beneficial owner of 18,235,104
    shares of the Common Stock on behalf of client discretionary investment
    advisory accounts, with sole power to vote or to direct the vote on
    11,575,848 shares, shared power to vote or direct the vote on 1,158,867
    shares and the sole power to dispose or to direct the disposition of
    18,235,104 shares. Alliance Capital Management L.P. is majority owned by AXA
    Financial, Inc. In turn, AXA Financial, Inc. is majority owned by AXA, which
    is controlled by AXA Conseil Vie Assurance Mutuelle, AXA Assurances I.A.R.D.
    Mutuelle, AXA Assurances Vie Mutuelle and AXA Courtage Assurance Mutuelle.



(4) The Schedule 13G received by OI Inc. from FMR Corp. ("FMR"), Edward C.
    Johnson 3d, Abigail P. Johnson and Fidelity Management & Research Company
    ("Fidelity"), a wholly-owned subsidiary of FMR, indicated that FMR is the
    beneficial owner of 7,642,679 shares of the Common Stock, with sole power to
    vote or to direct the vote of 858,700 shares and the sole power to dispose
    or to direct the disposition of 7,642,679 shares. Fidelity is the beneficial
    owner of 6,783,979 shares of the Common Stock as a result of acting as
    investment adviser to various investment companies registered under
    Section 8 of the Investment Company Act of 1940. That number includes
    749,409 shares of Common Stock resulting from the assumed conversion of
    789,600 shares of OI Inc.'s $2.375 Convertible Preferred Stock (0.9491
    shares of Common Stock for each share of Convertible Preferred Stock).
    Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the
    funds each has sole power to dispose of the 6,783,979 shares owned by the
    Funds. Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp.,
    has the sole power to vote or direct the voting of the shares owned directly
    by the Fidelity Funds. Fidelity Management Trust Company, a wholly-owned
    subsidiary of FMR Corp. is the beneficial owner of 269,600 shares of Common
    Stock as a result of its serving as investment manager of the institutional
    account(s). Edward C. Johnson 3d and FMR Corp., through its control of
    Fidelity Management Trust Company, each has sole dispositive power over
    269,600 shares and sole power to vote or to direct the voting of 269,600
    shares of Common Stock owned by the institutional account(s) as reported
    above. Fidelity International Limited is the beneficial owner of 589,100
    shares of Common Stock.



(5) The Schedule 13G received by OI Inc. from Massachusetts Financial Services
    Company ("MFS") indicated that MFS, together with certain other
    non-reporting entities, is the beneficial owner of 7,626,133 shares of the
    Common Stock, with sole power to vote or to direct the vote on 7,626,133
    shares and the sole power to dispose or to direct the disposition of
    7,626,133 shares. That number includes 325,873 shares of Common Stock
    resulting from the assumed conversion of 343,350 shares


                                       78


    of OI Inc.'s $2.375 Convertible Preferred Stock (0.9491 shares of Common
    Stock for each share of Convertible Preferred Stock).



(6) The Schedule 13G received by OI Inc. from State Street Bank and Trust
    Company ("State Street"), acting in various fiduciary capacities, indicated
    it is beneficial owner of 20,370,812 shares of Common Stock, with sole
    voting power with respect to 1,315,886 shares of Common Stock, shared voting
    power with respect to 18,959,672 shares of Common Stock, sole dispositive
    power with respect to 12,639,310 shares of Common Stock, and shared
    dispositive power with respect to 7,731,502 shares of Common Stock. The
    majority of the shares with respect to which State Street is the beneficial
    owner are owned on behalf of (a) the Owens-Illinois Hourly Supplemental
    Retirement Plan, (b) the Owens-Illinois Non-Union Retirement and Savings
    Plan, (c) the Owens-Illinois Stock Purchase and Savings Program, and
    (d) the Owens-Illinois Long Term Savings Plan.



(7) The table includes the number of shares of Common Stock that Joseph H.
    Lemieux, Thomas L. Young, R. Scott Trumbull, Terry L. Wilkison and all
    directors and officers as a group (other than as set forth in relation to
    KKR Associates, L.P.) held in the Stock Purchase and Savings Program as of
    February 28, 2002. No shares are held in such program for Peter J. Robinson.



(8) The number of shares shown as beneficially owned includes the following
    number of shares of unvested restricted stock over which the following
    persons or group had voting, but not investment, power as of March 11, 2002;
    Mr. Lemieux--389,143 shares; Mr. Young--95,000 shares; Mr. Robinson--100,000
    shares; Mr. Trumbull--90,000 shares; Mr. Wilkison--90,000 shares; and all
    directors and officers as a group (other than as set forth in relation to
    KKR Associates, L.P.)--1,111,002 shares. The number of shares shown as
    beneficially owned by Mr. Robinson also includes 20,000 phantom stock units
    issued under OI Inc.'s 1997 Equity Participation Plan.



(9) Does not include 3,000 shares of Common Stock held in an irrevocable trust
    created by Mr. Michelson for the benefit of his children with respect to
    which Mr. Michelson disclaims any beneficial ownership. The limited
    partnership agreements pursuant to which two of the limited partnerships
    noted in footnote 2 above (the "KKR Partnerships") were organized, by their
    terms, expired on December 31, 2000. The limited partnership agreement may
    be amended by all of the limited partners to extend the term beyond such
    date. No such amendment has been adopted. There can be no assurance that KKR
    Associates, L.P., as general partner of the KKR Partnerships, will seek an
    amendment or, if sought, that an amendment will be approved by the limited
    partners. In connection with the dissolution and winding up of the limited
    partnerships, KKR Associates, L.P. has sole discretion regarding the timing
    (which may be one or more years after the expiration of the partnership
    agreements) and manner of the disposition of any Common Stock held by such
    limited partnerships, including public or private sales of such Common
    Stock, the distribution of such Common Stock to the limited partners of the
    limited partnerships or a combination of the foregoing.



                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



    During 2001, the law firm of Williams & Jensen, P.C., of which Mr. McMackin
is a member, received fees for legal services in connection with various
matters. It is anticipated that OI Inc. will continue to utilize the services of
Williams & Jensen, P.C. on various matters.


                                       79

                      DESCRIPTION OF CERTAIN INDEBTEDNESS

THE SECURED CREDIT AGREEMENT


    As of March 31, 2002, the secured credit agreement consisted of an aggregate
of $3.065 billion in financing under (1) a $65 million term loan (the "Term
Facility") extended to Owens-Brockway Glass Container Inc. and (2) a
$3.0 billion revolving loan facility (including the subfacilities described
below, the "Revolving Facility") available to OI Plastic Products FTS Inc. and
Owens-Brockway Glass Container Inc. (collectively, with OI General FTS Inc., the
"Domestic Borrowers"). In April 2002, $500.0 million of existing revolving loans
were separated into a tranche of funded loans of OI Plastic Products FTS Inc.
under the Revolving Facility. OI General FTS Inc. has repaid in full its term
loan under the secured credit agreement but remains jointly and severally liable
for the Owens-Brockway Glass Container Inc. term loan and all revolving loans.
Each Domestic Borrower is jointly and severally liable for loans made to any
borrower under the Revolving Facility. The Revolving Facility also includes:


    - a $300.0 million subfacility (the "U.K. Subfacility") available to certain
      of OI Group's U.K. subsidiaries (the "U.K. Borrowers");

    - a $1.1 billion subfacility (the "Australian Subfacility") available to
      certain of OI Group's Australian subsidiaries (the "Australian
      Borrowers"); and

    - a $10.0 million subfacility (the "Italian Subfacility") available to
      certain of OI Group's Italian subsidiaries (the "Italian Borrowers").

Each U.K. Borrower is jointly and severally liable for the obligations of each
other U.K. Borrower. Each Australian Borrower is jointly and severally liable
for the obligations of each other Australian Borrower. Each Italian Borrower is
jointly and severally liable for the obligations of each other Italian Borrower.
In addition, the Revolving Facility includes a $500.0 million letter of credit
subfacility available to the Domestic Borrowers, the U.K. Borrowers and the
Australian Borrowers and certain overdraft facilities.


    The Term Facility and the Revolving Facility expire on March 31, 2004. As of
March 31, 2002, loans of $65 million were outstanding under the Term Facility,
loans of $2.42 billion were outstanding under the Revolving Facility and
$96.4 million of issued but undrawn letters of credit was outstanding.


    Loans under the Term Facility bear interest, generally at our option, at
(i) the higher of (A) the prime rate or (B) 50 basis points over an averaged
federal funds rate, PLUS in either case 150 basis points per annum or (ii) a
reserve-adjusted Eurodollar rate PLUS 250 basis points per annum.

    Loans under the Revolving Facility bear interest, generally at the
applicable borrower's option, at:

    - the higher of (A) the prime rate or (B) 50 basis points over an averaged
      federal funds rate, PLUS in either case 75 basis points, if the applicable
      leverage ratio then in effect under the secured credit agreement is less
      than 3.5:1, or 100 basis points, if the applicable leverage ratio is
      greater than or equal to 3.5:1; or

    - a reserve adjusted Eurodollar rate PLUS 175 basis points, if the
      applicable leverage ratio then in effect under the secured credit
      agreement is less than 3.5:1, or 200 basis points, if the applicable
      leverage ratio is greater than or equal to 3.5:1.

    In the event the loans under the Term Facility have not been repaid in full
on or prior to March 31, 2003, the interest rate margins on loans under the Term
Facility and the Revolving Facility increase by 50 basis points until repayment
in full of the term loans under the secured credit agreement.

                                       80

    Each Domestic Borrower has guaranteed the obligations of each borrower under
the secured credit agreement (including the offshore subfacilities). In
addition, the secured credit agreement (including the offshore subfacilities) is
guaranteed by OI Group and substantially all other direct and indirect domestic
subsidiaries of OI Group. The U.K. Borrowers have guaranteed the obligations of
the Australian Borrowers and the Italian Borrowers under the secured credit
agreement. In addition, certain wholly-owned U.K. subsidiaries of the U.K.
Borrowers (the "U.K. Guarantors") have guaranteed the obligations of the U.K.
Borrowers under the U.K. Subfacility; and certain wholly-owned Australian
subsidiaries of the Australian Borrowers (the "Australian Guarantors") have
guaranteed the obligations of the Australian Borrowers under the Australian
Subfacility.

    The secured credit agreement and the domestic guaranties of the secured
credit agreement, subject to certain exceptions and limitations, are secured on
a first priority basis by substantially all of the assets of OI Group and
substantially all of the assets of substantially all present and future direct
and indirect domestic subsidiaries of OI Group, including the stock and
intercompany debt of such subsidiaries. In addition, the U.K. Subfacility and
the guaranties of the U.K. Borrowers and U.K. Guarantors are secured by
substantially all of the assets of the U.K. Borrowers and U.K. Guarantors, and
the Australian Subfacility and the guaranties of the Australian Borrowers and
the Australian Guarantors are secured by substantially all of the assets of the
Australian Borrowers and the Australian Guarantors. Real property with an
acquisition cost or insurable value of less than $25.0 million has generally
been excluded. The secured credit agreement also requires under certain
circumstances certain additional existing and future subsidiaries to guaranty
the secured credit agreement and grant security interests in their assets to
secure the secured credit agreement. The secured credit agreement and related
collateral documents provide that, subject to certain conditions, the domestic
guaranties and liens supporting the secured credit agreement may be shared from
time to time with specified types of other obligations owing to lenders or
affiliates of lenders party to the secured credit agreement incurred or
guaranteed by OI Group or its subsidiaries as lending facilities and interest
rate and currency agreements and certain other indebtedness permitted by the
secured credit agreement, including the notes. In the event the rating for
OI Inc.'s and OI Group's long term unsecured debt from Standard & Poor's Ratings
Services and Moody's Investors Service, Inc. is BBB- and Baa3 or higher,
respectively, and acknowledged by the collateral agent, the security interests
in the collateral securing the secured credit agreement will terminate, provided
that no default exists and all of OI Inc.'s outstanding public debt securities,
the notes and other institutional debt shall be and remain unsecured. The
Domestic Borrowers may assign or transfer their rights and obligations under the
secured credit agreement to OI Inc. and all of OI Inc.'s subsidiaries will be
concurrently released from their guarantees upon the consent of the requisite
percentage of lenders under the secured credit agreement if all loans under the
Term Facility have been repaid, OI Inc. has achieved, and immediately following
such assumption maintains, specified investment grade ratings and all
obligations of subsidiaries of OI Inc. in respect of OI Inc.'s outstanding
public debt securities, the notes and certain other debt have been released and
assumed by OI Inc.

    Loans and commitments under the secured credit agreement are subject to
mandatory prepayment and reduction under certain circumstances from proceeds of
permitted asset sales (including sales of receivables), the sale or issuance of
permitted debt securities, the sale or issuance of certain equity securities,
and from insurance and condemnation proceeds, in each case received by OI Group
and/or OI Group's subsidiaries (with certain exceptions for non-U.S.
subsidiaries), and in some cases by OI Inc. Voluntary prepayment of any of the
loans under the secured credit agreement is permitted in whole or in part with
prior notice and without premium or penalty (other than funding losses), subject
to limitations as to minimum amounts.

    The secured credit agreement contains covenants and provisions that, among
other things, restrict the ability of OI Group and its subsidiaries to dispose
of assets, incur additional indebtedness, prepay other indebtedness or amend
certain debt instruments, pay dividends, create liens on assets, enter into

                                       81

contingent obligations, enter into sale and leaseback transactions, make
investments, loans or advances, make acquisitions, engage in mergers or
consolidations, change the business conducted by OI Group and its subsidiaries,
engage in certain transactions with affiliates and otherwise restrict certain
corporate activities.

    In addition, the secured credit agreement contains financial covenants that
require OI Group and its subsidiaries to maintain, based upon the financial
statements of OI Inc. and its subsidiaries on a consolidated basis, the
following financial ratios and tests:

        The fixed charge coverage ratio (the ratio of cash flow available for
    fixed charges to fixed charges) must be at least 1.20 to 1.0 for any fiscal
    quarter through March 31, 2002 and at least 1.25 to 1.0 for any fiscal
    quarter through September 30, 2003.

        The leverage ratio (the ratio of total debt to adjusted EBITDA) may not
    exceed 4.50 to 1.0 as of the last day of each fiscal quarter through March
    31, 2003.

        Consolidated net worth may not at any time be less than the sum of
    (i) $1.65 billion plus (ii) 60% of consolidated adjusted net income plus
    (iii) 90% of any after-tax gains or losses attributable to asset sales.

        Capital expenditures cannot exceed $600 million in 2001, $615 million in
    2002 and $625 million in 2003.

        At March 31, 2002, the borrowers under the secured credit agreement were
    in compliance with all of these requirements.

    Events of default under the secured credit agreement include, among other
matters: (1) any failure to pay principal when due or to reimburse letters of
credit when reimbursement is due, or to pay interest, fees or other amounts
within five days after the date due; (2) any failure by OI Inc. or any of its
subsidiaries to pay when due principal or interest on certain indebtedness that
gives rise to a right of acceleration, and other breaches or defaults by
OI Inc. or its subsidiaries under such indebtedness similarly giving rise to
acceleration rights; (3) the breach by OI Group or certain of its subsidiaries
of certain covenants, representations or warranties in the secured credit
agreement; (4) any other default by OI Group or certain subsidiaries under the
secured credit agreement that has not been remedied or waived within 30 days of
the requisite notice; (5) certain events of bankruptcy, insolvency or
dissolution of OI Inc., OI Group, any borrower or any material subsidiary, and
certain material judgments entered against the same; (6) a change of control of
OI Inc., OI Group or the Company as defined in the secured credit agreement;
(7) certain ERISA and pension-related matters and liabilities; (8) material
impairment of the guarantees or the collateral security; and (9) certain changes
in the activities of OI Inc.

INDEBTEDNESS OF OI INC.

    OI Inc. has issued the following outstanding public debt securities:

       $300 million of 7.85% Senior Notes due 2004
       $350 million of 7.15% Senior Notes due 2005
       $300 million of 8.10% Senior Notes due 2007
       $250 million of 7.35% Senior Notes due 2008
       $250 million of 7.50% Senior Debentures due 2010
       $250 million of 7.80% Senior Debentures due 2018

    OI Inc.'s obligations under these outstanding public debt securities are
guaranteed on a subordinated basis by OI Group and OI Packaging. The guarantees
and the outstanding public debt securities are secured by a second priority lien
on the intercompany debt and capital stock owned by OI Group and OI Packaging.

                                       82

    The guarantees by OI Group and OI Packaging are subordinated to the prior
payment in full in cash of all obligations of these guarantors under the secured
credit agreement, obligations owing to lenders or their affiliates as lending
facilities as permitted by the terms of the secured credit agreement and
obligations under interest rate and currency agreements with lenders or their
affiliates as permitted by the terms of the secured credit agreement. The
guarantees will also be subordinated to the guarantees by OI Group and OI
Packaging of our obligations under the notes. Each of OI Group and OI Packaging
will be released and relieved of any obligations under its guarantee of
OI Inc.'s outstanding public debt securities (1) in the event of a sale or other
disposition of all or substantially all of the assets of such guarantor, by way
of merger, consolidation or otherwise, or a sale or other disposition of all of
its capital stock, to a person that is not a subsidiary of OI Inc., or (2) at
the discretion of OI Inc., in the event that the guarantor is no longer a
guarantor of: (A) the obligations under the secured credit agreement;
(B) obligations under certain interest rate and currency agreements with lenders
or their affiliates as permitted by the terms of the secured credit agreement;
and (C) obligations owing to lenders or their affiliates as lending facilities
as permitted by the terms of the secured credit agreement.

    The security interests are second in priority to the liens granted to the
senior secured parties under the pledge agreement, which currently consist of
the collateral agent for the benefit of the lenders under the secured credit
agreement, lenders or their affiliates party to certain interest rate and
currency agreements as permitted by the terms of the secured credit agreement
and lenders and their affiliates under lending facilities as permitted by the
terms of the secured credit agreement, and which will include the holders of the
notes. The security interests securing OI Inc.'s outstanding public debt
securities will terminate and the collateral will be released upon the earlier
of:

    - payment in full of all obligations under the secured credit agreement and
      the cancellation or termination of the secured credit agreement and
      related letters of credit and the written election of OI Group and OI
      Packaging;

    - the first date on which the pledged collateral no longer secures any
      obligations under the secured credit agreement and upon the written
      election of OI Group and OI Packaging; and

    - the achievement of "investment grade" debt ratings for OI Inc.'s and OI
      Group's long term unsecured debt (in the case of Moody's Investors
      Service, Inc., a rating of Baa3 or higher, and, in the case of Standard &
      Poor's Ratings Services, a rating of BBB- or higher).

    In addition, lenders under the secured credit agreement have the ability to
direct the collateral agent to release the collateral upon the approval of the
requisite percentage of lenders under the secured credit agreement.

                                       83

                              DESCRIPTION OF NOTES

    You can find the definitions of certain terms used in this description under
the subheading "--Certain Definitions." In this description, the word "Company"
refers only to Owens-Brockway Glass Container Inc. and not to any of its
Subsidiaries, the term "OI Packaging" refers to Owens-Brockway Packaging, Inc.,
the Company's direct parent, and not to any of its Subsidiaries and the term "OI
Group" refers to Owens-Illinois Group, Inc., the Company's indirect parent, and
not to any of its Subsidiaries. OI Group and certain of the Subsidiaries of OI
Group guarantee the notes and therefore are subject to many of the provisions
contained in this Description of Notes.

    The Company issued the private notes, and will issue the exchange notes
under an Indenture (the "Indenture") among itself, the Guarantors and U.S. Bank
National Association, as trustee (the "Trustee"). The terms of the notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").

    The following description is a summary of the material provisions of the
Indenture and the Collateral Documents (as defined below). It does not restate
those agreements in their entirety. We urge you to read the Indenture and the
Collateral Documents because they, and not this description, define your rights
as Holders of the notes. Certain defined terms used in this description but not
defined below under "--Certain Definitions" have the meanings assigned to them
in the Indenture.

BRIEF DESCRIPTION OF THE NOTES AND THE GUARANTEES

    THE NOTES

    The notes:

    - are senior obligations of the Company secured on the basis described
      below;

    - are PARI PASSU in right of payment with existing, and any future, senior
      Indebtedness of the Company; and

    - are guaranteed on a senior basis by the Guarantors.

    THE GUARANTEES

    The notes are guaranteed by OI Group and all Domestic Subsidiaries of OI
Group that guarantee the Credit Agreement and will be guaranteed by any future
Domestic Subsidiaries of OI Group that guarantee the Credit Agreement. As of the
date of the Indenture, all of OI Group's Subsidiaries, other than its Foreign
Subsidiaries, were "Domestic Subsidiaries." In the future, OI Group may have
additional Subsidiaries which are not Domestic Subsidiaries and may also have
additional Domestic Subsidiaries which do not guarantee the notes.

    Each Guarantee of the notes:

    - is a senior obligation of the Guarantor secured on the basis described
      below; and

    - is PARI PASSU in right of payment with existing, and any future, senior
      Indebtedness of the Guarantor.

    As of the date of the Indenture, all of OI Group's Subsidiaries were
"Restricted Subsidiaries." However, under the circumstances described below
under the subheading "--Certain Covenants--Designation of Restricted and
Unrestricted Subsidiaries," OI Group will be permitted to designate certain of
its subsidiaries as "Unrestricted Subsidiaries." The Unrestricted Subsidiaries
will not be subject to any of the restrictive covenants in the Indenture and
will not guarantee the notes.

                                       84

PRINCIPAL, MATURITY AND INTEREST

    The Indenture does not limit the maximum aggregate principal amount of notes
that the Company may issue thereunder. The Company will issue an aggregate
principal amount of $1.0 billion of notes in this offering. The Company may
issue additional notes (the "additional notes") from time to time after this
offering. The notes and any additional notes subsequently issued under the
Indenture would be treated as a single series for all purposes under the
Indenture, including, without limitation, waivers, amendments, redemptions and
offers to purchase.

    In addition to the notes and any additional notes, the Company may issue
additional series of debt securities under the Indenture. The terms of any
additional debt securities issued under the Indenture will be established
pursuant to a resolution of the Board of Directors of the Company and set forth
or determined in the manner provided in an officer's certificate or by a
supplemental indenture. Any offering of additional notes or additional debt
securities under the Indenture is subject to the covenant described below under
the caption "--Certain Covenants--Incurrence of Indebtedness and Issuance of
Preferred Stock."

    The Company will issue notes in denominations of $1,000 and integral
multiples of $1,000. The notes will mature on February 15, 2009.

    Interest on the notes will accrue at the rate of 8 7/8% per annum and will
be payable semi-annually in arrears on February 15 and August 15, commencing on
August 15, 2002. The Company will make each interest payment to the Holders of
record on the immediately preceding February 1, and August 1.

    Interest on the exchange notes will accrue from the last interest payment
date on which interest was paid, or, if no interest was paid on the private
notes, from the date of issuance of the private notes, which was January 24,
2002. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months.

METHODS OF RECEIVING PAYMENTS ON THE NOTES

    If a Holder has given wire transfer instructions to the Company, the Company
will pay all principal, interest and premium and liquidated damages, if any, on
that Holder's notes in accordance with those instructions. All other payments on
notes will be made at the office or agency of the paying agent and registrar
within the City and State of New York unless the Company elects to make interest
payments by check mailed to the Holders at their addresses set forth in the
register of Holders.

PAYING AGENT AND REGISTRAR FOR THE NOTES

    The Trustee will initially act as paying agent and registrar. The Company
may change the paying agent or registrar without prior notice to the Holders,
and the Company or any of its Subsidiaries may act as paying agent or registrar.

TRANSFER AND EXCHANGE

    A Holder may transfer or exchange notes in accordance with the Indenture.
The registrar and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Company is not required to transfer or exchange any note selected
for redemption. Also, the Company is not required to transfer or exchange any
note for a period of 15 days before a selection of notes to be redeemed.

    The registered Holder of a note will be treated as the owner of it for all
purposes.

                                       85

GUARANTEES

    The Guarantors jointly and severally guarantee the due and punctual payment
of principal and of interest on the notes and all other obligations of the
Company under the Indenture. The Guarantees of the notes (including the payment
of principal of, premium, if any, and interest on the notes) are senior
obligations of such Guarantors and rank PARI PASSU in right of payment with all
existing and future senior obligations of the Guarantors and rank senior to all
subordinated obligations of such Guarantors. The Guarantees are secured to the
extent set forth below under "--Collateral." The obligations of each Guarantor
under its Guarantee are limited as necessary to prevent that Guarantee from
constituting a fraudulent conveyance under applicable law. See "Risk
Factors--Risks Relating to the Notes--Fraudulent Transfer--Federal and state
laws permit a court to void the notes or the guarantees under certain
circumstances."

    Until such time as all Guarantees of the notes by the Guarantors have been
released in accordance with the terms of the Indenture, OI Group will cause each
Domestic Subsidiary that guarantees the Company's obligations under the Credit
Agreement to become a Guarantor under the Indenture and thereby guarantee the
notes on the terms and conditions set forth in the Indenture. Upon the release
of a Guarantee by a Domestic Subsidiary under the Credit Agreement, the
Guarantee of such Domestic Subsidiary under the Indenture will be released and
discharged at such time. In the event any such Domestic Subsidiary thereafter
guarantees obligations under the Credit Agreement (or such released Guarantee
under the Credit Agreement is reinstated or renewed), then such Domestic
Subsidiary will guarantee the notes on the terms and conditions set forth in the
Indenture.

    A Guarantor may not sell or otherwise dispose of all or substantially all of
its assets to, or consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person), another Person, other than the Company or
another Guarantor, unless:

    (1) immediately after giving effect to that transaction, no Event of Default
       exists under the Indenture; and

    (2) either:

       (a) the Person acquiring the property in any such sale or disposition or
           the Person formed by or surviving any such consolidation or merger is
           organized or existing under the laws of the United States, any state
           thereof or the District of Columbia and assumes all the obligations
           of that Guarantor under the Indenture, its Guarantee, the Collateral
           Documents and the Registration Rights Agreement pursuant to a
           supplemental indenture satisfactory to the Trustee; or

       (b) such sale or other disposition complies with the "Asset Sale"
           provisions of the Indenture, including the application of the Net
           Proceeds therefrom.

    The Guarantee of a Guarantor will be released:

    (1) in connection with any sale or other disposition of all or substantially
       all of the assets of that Guarantor (including by way of merger or
       consolidation) to a Person that is not (either before or after giving
       effect to such transaction) a Restricted Subsidiary of OI Group, if the
       sale or other disposition of all or substantially all of the assets of
       that Guarantor complies with the "Asset Sale" provisions of the
       Indenture;

    (2) in connection with any sale of all of the Capital Stock of a Guarantor
       to a Person that is not (either before or after giving effect to such
       transaction) a Restricted Subsidiary of OI Group, if the sale of all such
       Capital Stock of that Guarantor complies with the "Asset Sale" provisions
       of the Indenture; or

                                       86

    (3) if OI Group properly designates any Restricted Subsidiary that is a
       Guarantor as an Unrestricted Subsidiary.

    The Guarantees will also be released in the circumstances described below
under the caption "--Certain Covenants--Merger, Consolidation or Sale of
Assets."

    The Collateral Documents provide that, upon the release of a Guarantee under
the Indenture, the security interests in the assets of that Guarantor securing
the notes and Guarantees of the notes will be released simultaneously.

RANKING

    The notes are senior obligations of the Company and rank PARI PASSU in right
of payment with all existing and future senior obligations of the Company
(including Indebtedness of the Company under the Credit Agreement) and rank
senior in right of payment to all subordinated obligations of the Company. The
notes are secured to the extent set forth below under "--Collateral" and
guaranteed by the Guarantors to the extent set forth above under "--Guarantees."
The Guarantees of the notes rank equal in right of payment to the Guarantees of
OI Group and the other Guarantors of their existing and future senior
obligations, including their obligations under the Credit Agreement, and senior
in right of payment to all subordinated obligations of the Guarantors, including
the guarantees of OI Group and OI Packaging of the obligations of OI Group's
parent, OI Inc., related to $1.7 billion of outstanding public debt securities.
The notes are effectively subordinated to obligations under the Credit Agreement
and the OI Inc. Senior Notes to the extent such obligations are secured by
collateral that does not secure the notes. The notes may also be effectively
subordinated to certain Indebtedness incurred to refinance borrowings under the
Credit Agreement to the extent that such Indebtedness is secured by collateral
that does not secure the notes.


    As of and for three months ended March 31, 2002, the non-guarantor
Subsidiaries represented approximately:


    - 43% of OI Group's net sales;


    - 44% of OI Group's Consolidated Adjusted EBITDA; and



    - 44% of OI Group's consolidated assets.



    The liabilities of the non-guarantor Subsidiaries on a consolidated basis
were approximately $2.2 billion as of March 31, 2002.



    As of March 31, 2002, OI Group had approximately $5.4 billion of total
consolidated indebtedness, which includes approximately $2.5 billion of secured
indebtedness under the Credit Agreement.


COLLATERAL

    COLLATERAL SECURING THE NOTES.  The notes and the Guarantees of the notes
are secured, subject to the terms of the Collateral Documents, on a PARI PASSU
basis with the Indebtedness of the Company under the Credit Agreement, related
documents and liabilities owing to lenders or affiliates of lenders party to the
Credit Agreement and in connection with interest rate and currency agreements
and certain other Indebtedness permitted by the Credit Agreement.

    The notes and Guarantees of the notes are secured by:

    - a security interest in substantially all the assets (other than
      Intercompany Indebtedness and Capital Stock) of OI Group and of
      substantially all the Domestic Subsidiaries of OI Group; and

    - a pledge by OI Group of the Capital Stock of all its direct Subsidiaries
      and Intercompany Indebtedness owing to OI Group by such direct
      Subsidiaries (other than the Capital Stock of OI

                                       87

      General FTS Inc. ("OI General FTS") owned by OI Group and Intercompany
      Indebtedness owing to OI Group by OI General FTS) and a pledge by OI
      Packaging of the Capital Stock of the Company and Intercompany
      Indebtedness owing to OI Packaging by the Company (the "Additional
      Collateral").

    NEGATIVE PLEDGE.  Except as permitted and contemplated by, and subject to
the terms of, the Credit Agreement and the Pledge Agreement, OI Group will not
further pledge the Capital Stock of OI General FTS or the Intercompany
Indebtedness of OI General FTS owing to OI Group, as security or otherwise,
unless the notes and the Guarantees of the notes are secured on a PARI PASSU
basis with the applicable Indebtedness by this collateral.

    ADDITIONAL COLLATERAL SECURES THE CREDIT AGREEMENT.  In addition to the
Collateral securing the obligations under the notes and the Guarantees of the
notes, the obligations of the Credit Agreement Domestic Borrowers and the
domestic guarantors under the Credit Agreement are further secured by:

    - a pledge by OI Group of the Capital Stock of OI General FTS and
      Intercompany Indebtedness owing to OI Group by OI General FTS;

    - a pledge of the Capital Stock of substantially all of the Domestic
      Subsidiaries of OI General FTS, OI Plastic Products FTS Inc. and the
      Company;

    - a pledge of the Intercompany Indebtedness owed to OI General FTS, OI
      Plastic Products FTS Inc. and the Company and substantially all of their
      Domestic Subsidiaries; and

    - a pledge of 65% of the stock of the first-tier Foreign Subsidiaries.

In addition to being secured by the above, the offshore subfacilities and
related Guarantees under the Credit Agreement are also secured by the assets
(including stock and intercompany debt) of certain wholly-owned U.K. and
Australian Subsidiaries and by the remaining 35% of the stock of the first-tier
Foreign Subsidiaries. See "Risk Factors--Risks Relating to the Notes--Notes
Effectively Subordinated to Certain Secured Credit Agreement Obligations and
Obligations of OI Inc.--The notes are effectively subordinated to the
obligations under the secured credit agreement, certain obligations owing to
lenders or their affiliates as permitted under the secured credit agreement and
obligations related to OI Inc.'s $1.7 billion outstanding public debt securities
to the extent these obligations are secured by collateral that does not secure
the notes."

    SUFFICIENCY OF COLLATERAL.  The fair market value of the Collateral is
subject to fluctuations based on factors that include, among others, the
condition of the packaging products industry, the ability to sell the Collateral
in an orderly sale, the condition of the international, national and local
economies, the availability of buyers and similar factors. In the event of
foreclosure on the collateral, the proceeds from the sale of the collateral,
including the Collateral securing the notes and the Guarantees of the notes, may
not be sufficient to satisfy in full the Company's obligations under both the
Notes and the Credit Agreement and any senior, secured indebtedness ranking PARI
PASSU with the notes. The amount to be received upon such a sale would be
dependent on numerous factors, including but not limited to the timing and the
manner of the sale. In addition, the book value of the Collateral should not be
relied on as a measure of realizable value for such assets. By its nature,
portions of the Collateral may be illiquid and may have no readily ascertainable
market value. Accordingly, there can be no assurance that the Collateral can be
sold in a short period of time in an orderly manner. A significant portion of
the Collateral includes assets that may only be usable, and thus retain value,
as part of the existing operating businesses of OI Group and its Subsidiaries.
Accordingly, any such sale of the Collateral separate from the sale of certain
of OI Group's and its Subsidiaries' operating businesses may not be feasible or
of significant value. To the extent that third parties enjoy Liens permitted by
the Indenture such third parties may have rights and remedies with respect to
the assets or property subject to such Liens that, if exercised, could adversely
affect the value of the Collateral. In addition, in the event of a

                                       88

bankruptcy, the ability of the Holders to realize upon any of the Collateral may
be subject to certain bankruptcy law limitations. See "Risk Factors--Risks
Relating to the Notes--Notes Effectively Subordinated to Certain Secured Credit
Agreement Obligations and Obligations of OI Inc.--The notes are effectively
subordinated to the obligations under the secured credit agreement, certain
obligations owing to lenders or their affiliates as permitted under the secured
credit agreement and obligations related to OI Inc.'s $1.7 billion of
outstanding public debt securities to the extent these obligations are secured
by collateral that does not secure the notes."

    The Company has the ability to issue additional notes as part of the same
series of these notes or in one or more different series, all of which may be
secured with the notes by the Collateral. OI Group and its Restricted
Subsidiaries can increase their Indebtedness but there can be no assurance that
there will be a proportionate increase in the value of the Collateral as a
percentage of the aggregate principal amount of outstanding notes.

CERTAIN BANKRUPTCY LIMITATIONS

    The right of the Collateral Agent to repossess and dispose of the Collateral
upon the occurrence of an Event of Default would be significantly impaired by
applicable bankruptcy law in the event that a bankruptcy case were to be
commenced by or against the Company, OI Group, or any of the Guarantors prior to
the Collateral Agent having repossessed and disposed of the Collateral. Upon the
commencement of a case for relief under Title 11 of the United States Code, as
amended (the "Bankruptcy Code"), a secured creditor such as the Collateral Agent
is prohibited from repossessing its security from a debtor in a bankruptcy case,
or from disposing of security repossessed from the debtor, without bankruptcy
court approval. Moreover, the Bankruptcy Code permits the debtor to continue to
retain and use Collateral even though the debtor is in default under the
applicable debt instruments PROVIDED that the secured creditor is given adequate
protection. The meaning of the term "adequate protection" may vary according to
circumstances, but it is intended in general to protect the value of the secured
creditor's interest in the Collateral and may include cash payments or the
granting of additional security, if and at such times as the court in its
discretion determines, for any diminution in the value of the Collateral as a
result of the stay or repossession or disposition or any use of the Collateral
by the debtor during the pendency of the bankruptcy case. A bankruptcy court may
determine that a secured creditor may not require compensation for a diminution
in the value of the Collateral if the value of the Collateral exceeds the debt
it secures.

    In view of the broad equitable powers of a bankruptcy court, it is
impossible to predict how long payments under the notes could be delayed
following commencement of a bankruptcy case, whether or when the Collateral
Agent could repossess or dispose of the Collateral, the value of the Collateral
at the time of the bankruptcy petition or whether or to what extent Holders of
the notes would be compensated for any delay in payment or loss of value of the
Collateral through the requirement of "adequate protection." Any disposition of
the Collateral during a bankruptcy case would also require permission from the
bankruptcy court. Furthermore, in the event a bankruptcy court determines the
value of the Collateral is not sufficient to repay all amounts due on the notes,
the Holders of the notes would hold secured claims to the extent of the value of
the Collateral to which the Holders of the notes are entitled, and unsecured
claims with respect to such shortfall. The Bankruptcy Code only permits the
payment and/or accrual of post-petition interest, costs and attorney's fees to a
secured creditor during a debtor's bankruptcy case to the extent the value of
the Collateral is determined by the bankruptcy court to exceed the aggregate
outstanding principal amount of the obligations secured by the Collateral.

                                       89

OPTIONAL REDEMPTION


    Except as described below, the notes are not redeemable at the Company's
option prior to February 15, 2006. The Company cannot predict with any certainty
the criteria that it will use in determining whether to redeem the notes. The
general economic environment, the Company's capitalization, the interest rate
environment and the Company's cash flow are just a few of the many factors that
may influence the Company's decision. The Company may, for example, be more
likely to redeem the notes if interest rates are low or if the Company has
substantial excess cash flow.


    After February 15, 2006, the Company may redeem all or a part of the notes
upon not less than 30 nor more than 60 days notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and liquidated damages, if any, thereon, to the applicable
redemption date, if redeemed during the twelve-month period beginning on
February 15, 2006 of the years indicated below:



YEAR                                                          PERCENTAGE
- ----                                                          ----------
                                                           
2006........................................................   104.438%
2007........................................................   102.219%
2008 and thereafter.........................................   100.000%


    At any time prior to February 15, 2005, the Company may redeem on any one or
more occasions up to 35% of the aggregate principal amount of notes (calculated
after giving effect to any issuance of additional notes) issued under the
Indenture at a redemption price of 108.875% of the principal amount thereof,
plus accrued and unpaid interest and liquidated damages, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings by
OI Inc. to the extent the net cash proceeds thereof are contributed to the
Company or used to purchase from the Company Capital Stock (other than
Disqualified Stock) of the Company; PROVIDED that:

    (1) at least 65% of the aggregate principal amount of notes issued under the
       Indenture remains outstanding immediately after the occurrence of such
       redemption (excluding notes held by OI Inc. and its Subsidiaries); and

    (2) the redemption must occur within 60 days of the date of the closing of
       such Equity Offering.

    In addition, at any time prior to February 15, 2006, the notes may also be
redeemed, in whole but not in part, at the option of the Company upon the
occurrence of a Change of Control, upon not less than 30 nor more than 60 days
prior notice (but in no event more than 90 days after the occurrence of such
Change of Control or transfer event) mailed by first-class mail to each Holder's
registered address, at a redemption price equal to 100% of the principal amount
of notes redeemed plus the Applicable Premium as of, and accrued and unpaid
interest and liquidated damages, if any, to, the date of redemption (subject to
the right of Holders of record on the relevant record date to receive interest
due on the notes on the relevant interest payment date).

    "APPLICABLE PREMIUM" means, with respect to any note on any redemption date,
the greater of:

    (1) 1.0% of the principal amount of such note; or

    (2) the excess of:

       (a) the present value at such redemption date of (1) the redemption price
           of such note at February 15, 2006 (such redemption price being set
           forth in the table above) plus (2) all required interest payments due
           on such note through February 15, 2006, (including accrued but unpaid
           interest) computed using a discount rate equal to the Treasury Rate
           on such redemption date plus 50 basis points; over

       (b) the principal amount of such note.

                                       90

    "TREASURY RATE" means, as of any redemption date, the yield to maturity as
of such redemption date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15(519) that has become publicly available at least two
business days prior to the redemption date (or, if such statistical release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the redemption date to February 15, 2006;
PROVIDED, HOWEVER, that if the period from the redemption date to February 15,
2006 is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be
used.

MANDATORY REDEMPTION

    The Company is not required to make mandatory redemption or sinking fund
payments with respect to the notes.

REPURCHASE AT THE OPTION OF HOLDERS

    CHANGE OF CONTROL

    If a Change of Control occurs, unless the Company has exercised its right to
redeem the notes as described under "Optional Redemption," each Holder of notes
has the right to require the Company to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of that Holder's notes pursuant to a
change of control offer on the terms set forth in the Indenture (a "Change of
Control Offer"). In the Change of Control Offer, the Company will offer a
payment in cash equal to 101% of the aggregate principal amount of notes
repurchased plus accrued and unpaid interest and liquidated damages, if any,
thereon, to the date of purchase (the "Change of Control Payment"). Within
30 days following any Change of Control, the Company will mail a notice to each
Holder describing the transaction or transactions that constitute the Change of
Control and offering to repurchase notes on the date specified in such notice
(the "Change of Control Payment Date"), which date shall be no earlier than
30 days and no later than 60 days from the date such notice is mailed, pursuant
to the procedures required by the Indenture and described in such notice. The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the repurchase of the notes as
a result of a Change of Control. To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control provisions of
the Indenture, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under the
Change of Control provisions of the Indenture by virtue of such conflict.

    On the Change of Control Payment Date, the Company will, to the extent
lawful:

    (1) accept for payment all notes or portions thereof properly tendered
       pursuant to the Change of Control Offer;

    (2) deposit with the paying agent an amount equal to the Change of Control
       Payment in respect of all notes or portions thereof so tendered; and

    (3) deliver or cause to be delivered to the Trustee the notes so accepted
       together with an Officers' Certificate stating the aggregate principal
       amount of notes or portions thereof being purchased by the Company.

    The paying agent will promptly mail to each Holder of notes so tendered the
Change of Control Payment for such notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of the notes
surrendered, if any; PROVIDED that each such new Note will be in a principal
amount of $1,000 or an integral multiple thereof.

                                       91

    The Company will publicly announce the results of the Change of Control
Offer on or as soon as practicable after the Change of Control Payment Date.

    The Credit Agreement currently prohibits the Company from voluntarily
purchasing any notes, and also provides that certain change of control events
with respect to OI Inc., OI Group and the Company would constitute a default
under that agreement. In the event a Change of Control occurs at a time when the
Company is prohibited from purchasing notes, the Company could seek consent to
purchase the notes or could attempt to refinance its borrowings under the Credit
Agreement. If the Company does not obtain such a consent or repay such
borrowings, the Company will remain prohibited from purchasing Notes. In such
case, the Company's failure to purchase tendered notes would constitute an Event
of Default under the Indenture which would, in turn, constitute a default under
the Credit Agreement.

    The provisions described above that require the Company to make a Change of
Control Offer following a Change of Control will be applicable regardless of
whether any other provisions of the Indenture are applicable. Except as
described above with respect to a Change of Control, the Indenture does not
contain provisions that permit the Holders of the notes to require that the
Company repurchase or redeem the notes in the event of a takeover,
recapitalization or similar transaction.

    The Company will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in the Indenture applicable to a Change of Control Offer made by the Company and
purchases all notes validly tendered and not withdrawn under such Change of
Control Offer.

    ASSET SALES

    OI Group will not, and will not permit any of its Restricted Subsidiaries
to, consummate an Asset Sale unless:

    (1) OI Group (or the Restricted Subsidiary, as the case may be) receives
       consideration at the time of such Asset Sale at least equal to the Fair
       Market Value of the assets or Equity Interests issued or sold or
       otherwise disposed of;

    (2) such Fair Market Value is determined in good faith by OI Group and a
       certification to that effect is set forth in an Officers' Certificate
       delivered to the Trustee; and

    (3) at least 75% of the consideration therefor received by OI Group or such
       Restricted Subsidiary is in the form of cash. For purposes of this
       provision, each of the following shall be deemed to be cash:

       (a) any liabilities (as shown on OI Group's or such Restricted
           Subsidiary's most recent balance sheet) of OI Group or any Restricted
           Subsidiary of OI Group (other than liabilities that are by their
           terms subordinated to the notes or any Guarantee of the notes) that
           are assumed by the transferee of any such assets which assumption
           releases OI Group or such Restricted Subsidiary from further
           liability;

       (b) any securities, notes or other obligations received by OI Group or
           any such Restricted Subsidiary from such transferee that are
           converted within 180 days by OI Group or such Restricted Subsidiary
           into cash (to the extent of the cash received in that conversion);
           and

       (c) any Designated Noncash Consideration received by OI Group or any
           Restricted Subsidiary of OI Group in such Asset Sale having an
           aggregate Fair Market Value, taken together with all other Designated
           Noncash Consideration received pursuant to this clause (c) that is at
           that time outstanding, not to exceed 5.0% of Tangible Assets at the
           time of the receipt of such Designated Noncash Consideration (with
           the Fair Market

                                       92

           Value of each item of Designated Noncash Consideration being measured
           at the time received and without giving effect to subsequent changes
           in value);

PROVIDED, that the 75% limitation referred to in clause (3) above will not apply
to any Asset Sale in which the cash portion of such consideration received
therefore on an after-tax basis, determined in accordance with clause (3) above,
is equal to or greater than what the after-tax net proceeds would have been had
such transaction complied with such 75% limitation.

    Within 360 days after the receipt of any Net Proceeds from an Asset Sale, OI
Group or such Restricted Subsidiary may apply such Net Proceeds at its option:

    (1) to repay senior Indebtedness of the Company or any Guarantor and, if the
       senior Indebtedness of the Company or any Guarantor repaid is revolving
       credit Indebtedness, to correspondingly reduce commitments with respect
       thereto, if the terms of such revolving credit Indebtedness would require
       such a commitment reduction; PROVIDED, HOWEVER, that a non-Guarantor
       Restricted Subsidiary may use the Net Proceeds from an Asset Sale to
       repay senior Indebtedness of OI Group or any Restricted Subsidiary of OI
       Group;

    (2) to make payments required to be made with respect to the outstanding
       OI Inc. Senior Notes;

    (3) to acquire all or substantially all of the assets of, or a majority of
       the Voting Stock of, a Permitted Business;

    (4) to make a capital expenditure in or that is used or useful in a
       Permitted Business;

    (5) to acquire other long-term assets in or that are used or useful in a
       Permitted Business; or

    (6) to make an Investment in any one or more businesses (PROVIDED that such
       Investment in any business may be in the form of the acquisition of
       Capital Stock so long as it results in OI Group or a Restricted
       Subsidiary of OI Group, as the case may be, owning a majority of the
       Capital Stock of such business), properties or assets that replace the
       businesses, properties and assets that are the subject of such Asset
       Sale; PROVIDED, HOWEVER, that any such business, properties and assets of
       OI Group or a Guarantor that are the subject of an Asset Sale are
       invested in one or more businesses, properties or assets that constitute
       or are owned or will be owned by a Guarantor or a Restricted Subsidiary
       that becomes a Guarantor.

Notwithstanding the foregoing, with respect to any Asset Sale by the Company or
any Guarantor, such Net Proceeds may only be applied pursuant to items (1) or
(6) above and, to the extent such Net Proceeds are applied to, or with respect
to, the Company, a Guarantor or a Person or a Restricted Subsidiary that becomes
a Guarantor, items (3), (4) or (5) above. Pending the final application of any
such Net Proceeds, OI Group or the applicable Restricted Subsidiary may
temporarily reduce revolving credit borrowings or otherwise invest such Net
Proceeds in any manner that is not prohibited by the Indenture.

    Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will make
an offer (an "Asset Sale Offer") to all Holders of notes and all Holders of
other Indebtedness that is PARI PASSU with the notes containing provisions
similar to those set forth in the Indenture with respect to offers to purchase
or redeem with the proceeds of sales of assets to purchase the maximum principal
amount of notes and such other PARI PASSU Indebtedness that may be purchased out
of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to
100% of principal amount plus accrued and unpaid interest and liquidated
damages, if any, to the date of purchase, and will be payable in cash. If any
Excess Proceeds remain after consummation of an Asset Sale Offer, the Company
may use such Excess Proceeds for any purpose not otherwise prohibited by the
Indenture. If the aggregate principal amount of notes and such other PARI PASSU
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the notes and such other PARI PASSU
Indebtedness to be purchased on a pro rata basis based on the principal amount
of notes and such other PARI PASSU Indebtedness tendered. Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

                                       93

    The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each
repurchase of notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sales
provisions of the Indenture, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Asset Sale provisions of the Indenture by virtue of such
conflict.

    The agreements governing OI Group's Indebtedness or the Company's other
Indebtedness contain prohibitions of certain events, including events that would
constitute a Change of Control or an Asset Sale. In addition, the exercise by
the Holders of notes of their right to require the Company to repurchase the
notes upon a Change of Control or an Asset Sale could cause a default under
these other agreements, even if the Change of Control or Asset Sale itself does
not, due to the financial effect of such repurchases on the Company or OI Group.
Finally, the Company's ability to pay cash to the Holders of notes upon a
repurchase may be limited by the Company's or OI Group's then existing financial
resources.

SELECTION AND NOTICE

    If less than all of the notes are to be redeemed at any time, the Trustee
will select notes for redemption as follows:

    (1) if the notes are listed, in compliance with the requirements of the
       principal national securities exchange on which the notes are listed; or

    (2) if the notes are not so listed, on a pro rata basis, by lot or by such
       method as the Trustee shall deem fair and appropriate.

    No notes of $1,000 or less will be redeemed in part. Notices of redemption
will be mailed by first class mail at least 30 but not more than 60 days before
the redemption date to each Holder of notes to be redeemed at its registered
address. Notices of redemption may not be conditional.

    If any note is to be redeemed in part only, the notice of redemption that
relates to that note will state the portion of the principal amount thereof to
be redeemed. A new note in principal amount equal to the unredeemed portion of
the original note will be issued in the name of the Holder thereof upon
cancellation of the original note. Notes called for redemption become due on the
date fixed for redemption. On and after the redemption date, interest ceases to
accrue on notes or portions of them called for redemption.

CERTAIN COVENANTS

    FALL-AWAY EVENT

    If at any time the notes have achieved the Investment Grade Ratings, OI
Group and the Restricted Subsidiaries of OI Group will thereafter no longer be
subject to the covenants under "--Repurchase at the Option of Holders--Change of
Control" and "--Repurchase at the Option of Holders--Asset Sales" or the
following provisions of the Indenture under the heading "--Certain Covenants"
(even if the notes subsequently cease to have the Investment Grade Ratings):

    "--Restricted Payments,"

    "--Incurrence of Indebtedness and Issuance of Preferred Stock,"

    "--Liens,"

    "--Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries,"

    "--Transactions with Affiliates,"

    "--Additional Guarantees/Pledges," and

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    "--Payments for Consent"

(collectively, the "Extinguished Covenants"), PROVIDED that if upon the receipt
by the notes of the Investment Grade Ratings, a Default or Event of Default has
occurred and is continuing under the Indenture, the Company will continue to be
subject to the Extinguished Covenants until such time as no Default or Event of
Default is continuing.

    Notwithstanding the foregoing, at the time OI Group and the Restricted
Subsidiaries are no longer subject to the Extinguished Covenants, neither OI
Group nor any of its Domestic Subsidiaries will create, incur, or permit to
exist, any Lien on any of their respective assets, whether now owned or
hereafter acquired, in order to secure any Indebtedness of either of OI Group or
any of its Domestic Subsidiaries, without effectively providing that the notes
shall be equally and ratably secured until such time as such Indebtedness is no
longer secured by such Lien, except: (i) Liens on cash and Cash Equivalents
securing obligations in respect of letters of credit in accordance with the
terms of the Credit Agreement; (ii) Liens existing on the Issue Date;
(iii) Liens granted after the Issue Date on any assets of OI Group or any of its
Domestic Subsidiaries securing Indebtedness of OI Group or any of its Domestic
Subsidiaries created in favor of the Holders of the notes; (iv) Liens securing
Indebtedness which is incurred to extend, renew or refinance Indebtedness which
is secured by Liens permitted to be incurred under the Indenture; PROVIDED that
such Liens do not extend to or cover any assets of OI Group or any of its
Domestic Subsidiaries other than the assets securing the Indebtedness being
extended, renewed or refinanced and that the principal or commitment amount of
such Indebtedness does not exceed the principal or commitment amount of the
Indebtedness being extended, renewed or refinanced at the time of such
extension, renewal or refinancing, or at the time the Lien was issued, created
or assumed or otherwise permitted; (v) Investment Grade Permitted Liens; or
(vi) Liens created in substitution of or as replacement for any Liens permitted
by the preceding clauses (i) through (v) or this clause (vi), PROVIDED that,
based on a good faith determination of an officer of the Company, the assets
encumbered under any such substitute or replacement Lien is substantially
similar in value to the assets encumbered by the otherwise permitted Lien which
is being replaced. Upon the assignment of the Company's obligations under the
Indenture to OI Inc. as described in the last paragraph of the covenant
described below under the caption "--Merger, Consolidation or Sale of Assets,"
the limitations described in this paragraph will apply to Liens securing
Indebtedness of OI Inc. and its Domestic Subsidiaries in lieu of Liens securing
Indebtedness of OI Group and its Domestic Subsidiaries.

    RESTRICTED PAYMENTS

    OI Group will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly:

    (1) declare or pay any dividend or make any other distribution on account of
       OI Group's or any of its Restricted Subsidiaries' Equity Interests
       (including, without limitation, any payment in connection with any merger
       or consolidation involving OI Group or any of its Restricted
       Subsidiaries) or to the direct or indirect holders of OI Group's or any
       of its Restricted Subsidiaries' Equity Interests in their capacity as
       such (other than dividends or distributions payable in Equity Interests
       (other than Disqualified Stock) of OI Group or such Restricted
       Subsidiaries); PROVIDED that the foregoing will not limit or preclude:
       (a) the declaration or payment of dividends or distributions to OI Group,
       the Company or any Guarantor; (b) the declaration or payment of dividends
       or distributions to holders of Equity Interests of a Guarantor (other
       than OI Group or a Subsidiary of OI Group) on a pro rata basis with all
       other holders; or (c) the declaration or payment of dividends or
       distributions by non-Guarantor Restricted Subsidiaries to the holders of
       their Equity Interests on a pro rata basis;

                                       95

    (2) purchase, redeem or otherwise acquire or retire for value (including,
       without limitation, in connection with any merger or consolidation
       involving OI Group or any of its Restricted Subsidiaries) any Equity
       Interests of OI Group or any direct or indirect parent of OI Group;

    (3) purchase, redeem, defease or otherwise acquire or retire for value any
       Indebtedness that is subordinated to the notes or the Guarantees of the
       notes, except for (a) payments of or related to Intercompany Indebtedness
       (other than Intercompany Indebtedness owing to OI Inc. by OI Group),
       (b) a payment of interest or principal at the Stated Maturity thereof
       (other than Intercompany Indebtedness owing to OI Inc. by OI Group) or
       (c) the purchase, repurchase, defeasance, acquisition or retirement for
       value of Indebtedness of a Foreign Subsidiary by a Foreign Subsidiary; or

    (4) make any Restricted Investment (all such payments and other actions set
       forth in clauses (1) through (4) above being collectively referred to as
       "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

    (1) no Default or Event of Default shall have occurred and be continuing or
       would occur as a consequence thereof; and

    (2) OI Group would, at the time of such Restricted Payment and after giving
       pro forma effect thereto as if such Restricted Payment had been made at
       the beginning of the applicable four-quarter period, have been permitted
       to incur at least $1.00 of additional Indebtedness pursuant to the Fixed
       Charge Coverage Ratio test set forth in the first paragraph of the
       covenant described below under the caption "--Incurrence of Indebtedness
       and Issuance of Preferred Stock"; and

    (3) such Restricted Payment, together with the aggregate amount of all other
       Restricted Payments made by OI Group and its Restricted Subsidiaries
       after the date of the Indenture (excluding Restricted Payments permitted
       by clauses (2), (3), (6) and (7) of the next succeeding paragraph), is
       less than the sum, without duplication, of:

       (a) 50% of the Consolidated Net Income of OI Group for the period (taken
           as one accounting period) from the beginning of the first fiscal
           quarter commencing after the date of the Indenture to the end of OI
           Group's most recently ended fiscal quarter for which internal
           financial statements are available at the time of such Restricted
           Payment (or, if such Consolidated Net Income for such period is a
           deficit, less 100% of such deficit), PLUS

       (b) 100% of the aggregate net cash proceeds and the Fair Market Value of
           marketable securities received by OI Group since the date of the
           Indenture as a contribution to its common equity capital or from the
           issue or sale of Equity Interests of OI Group (other than
           Disqualified Stock) or from the issue or sale of convertible or
           exchangeable Disqualified Stock or convertible or exchangeable debt
           securities of OI Group that have been converted into or exchanged for
           such Equity Interests (other than Equity Interests (or Disqualified
           Stock or debt securities) sold to a Subsidiary of OI Group); PLUS

       (c) to the extent that any Restricted Investment that was made after the
           date of the Indenture is sold or otherwise liquidated, the cash plus
           the Fair Market Value of any marketable securities received upon the
           sale or liquidation of such Restricted Investment (less the cost of
           disposition, if any); PLUS

       (d) $15.0 million.

    So long as (solely with respect to clauses (2), (3), (5) and (7) below) no
Event of Default has occurred and is continuing or would be caused thereby, the
preceding provisions will not prohibit:

    (1) the payment of any dividend within 60 days after the date of declaration
       thereof, if at said date of declaration such payment would have complied
       with the provisions of the Indenture;

                                       96

    (2) the redemption, repurchase, retirement, defeasance or other acquisition
       of any Indebtedness of OI Group or any Restricted Subsidiary of OI Group
       or of any Equity Interests of OI Group in exchange for, or out of the net
       cash proceeds of the substantially concurrent sale (other than to a
       Subsidiary of OI Group) of, Equity Interests of OI Group (other than
       Disqualified Stock); PROVIDED that the amount of any such net cash
       proceeds that are utilized for any such redemption, repurchase,
       retirement, defeasance or other acquisition shall be excluded from
       clause (3)(b) of the preceding paragraph;

    (3) the defeasance, redemption, repurchase or other acquisition of the
       OI Inc. Senior Notes;

    (4) the defeasance, redemption, repurchase or other acquisition of
       subordinated Indebtedness of OI Group (other than the OI Inc. Senior
       Notes) or any Restricted Subsidiary of OI Group with the net cash
       proceeds from an incurrence of Permitted Refinancing Indebtedness;

    (5) the repurchase, redemption or other acquisition or retirement (or
       dividends or distributions to OI Inc. or payments of Intercompany
       Indebtedness, in each case, to finance such repurchase, retirement or
       other acquisition) for value of any Equity Interests of OI Inc., OI Group
       or any Restricted Subsidiary of OI Group held by any member of
       OI Inc.'s, OI Group's or any Restricted Subsidiary of OI Group's
       management; PROVIDED that the aggregate price paid for all such
       repurchased, redeemed, acquired or retired Equity Interests shall not
       exceed $5.0 million in any twelve-month period;

    (6) any OI Inc. Ordinary Course Payment; and

    (7) dividends or distributions to OI Inc. or payments of Intercompany
       Indebtedness to allow OI Inc. to pay cash dividends on any shares of
       preferred stock of OI Inc. outstanding on the date of the Indenture, plus
       dividends on any subsequently issued shares of preferred stock of
       OI Inc. in an amount not to exceed $25.0 million in any twelve-month
       period.

    The amount of all Restricted Payments (other than cash) shall be the Fair
Market Value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued to or by OI Group or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair
Market Value of any assets or securities that are required to be valued by this
covenant shall be determined in good faith by OI Group.

    INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK

    OI Group will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any Indebtedness (including Acquired Debt), and OI Group
will not issue any Disqualified Stock and OI Group will not permit any of its
Restricted Subsidiaries to issue any Disqualified Stock or preferred stock;
PROVIDED, HOWEVER, that OI Group and any of its Restricted Subsidiaries may
incur Indebtedness (including Acquired Debt) and may issue preferred stock, if
the Fixed Charge Coverage Ratio for OI Group's most recently ended four full
fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
would have been at least 2.00 to 1.00, determined on a pro forma basis
(including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred at the beginning of such four-quarter
period.

    The first paragraph of this covenant will not prohibit the incurrence of any
of the following items of Indebtedness (collectively, "Permitted Debt"):

    (1) the incurrence by OI Group or its Restricted Subsidiaries of
       Indebtedness under Credit Facilities (and the incurrence of Guarantees
       thereof) in an aggregate principal amount at any one time outstanding
       (with letters of credit being deemed to have a principal amount equal to
       the maximum potential liability of the Company and its Restricted
       Subsidiaries thereunder)

                                       97

       not to exceed $4.5 billion (of which not more than $1.41 billion of such
       Indebtedness shall be incurred by Restricted Subsidiaries that are not
       Guarantors);

    (2) the incurrence by OI Group and any Restricted Subsidiary of OI Group of
       the Existing Indebtedness;

    (3) the incurrence by OI Group, the Company and the Guarantors of
       Indebtedness represented by the private notes and the related Guarantees
       be issued on the date of the Indenture and the exchange notes to be
       issued pursuant the exchange offer;

    (4) the incurrence by OI Group or any of its Restricted Subsidiaries of
       Indebtedness represented by Capital Lease Obligations, in an aggregate
       principal amount at any time outstanding, including all Permitted
       Refinancing Indebtedness incurred to refund, refinance or replace any
       Indebtedness incurred pursuant to this clause (4), not to exceed 3.0% of
       Tangible Assets;

    (5) the incurrence by OI Group or any of its Restricted Subsidiaries of
       Indebtedness incurred to finance all or any part of the purchase price or
       cost of construction or improvement of property, plant or equipment used
       in the business of OI Group or such Restricted Subsidiary, in an
       aggregate principal amount at any time outstanding, including all
       Permitted Refinancing Indebtedness incurred to refund, refinance or
       replace any Indebtedness incurred pursuant to this clause (5), not to
       exceed 5.0% of Tangible Assets, as measured after giving effect to such
       transaction;

    (6) provided that so long as no Default shall have occurred or be continuing
       or would be caused thereby, the incurrence by OI Group or any of its
       Restricted Subsidiaries of Indebtedness, the proceeds of which are or
       will be used to refund, refinance or replace the $300.0 million aggregate
       principal amount of 7.85% Senior Notes due 2004, the $350.0 million
       aggregate principal amount of 7.15% Senior Notes due 2005, the
       $300.0 million aggregate principal amount of 8.10% Senior Notes due 2007,
       the $250.0 million aggregate principal amount of 7.35% Senior Notes due
       2008 and the $250.0 million aggregate principal amount of 7.50% Senior
       Debentures due 2010, in each case of OI Inc.;

    (7) the incurrence by OI Group or any of its Restricted Subsidiaries of
       Permitted Refinancing Indebtedness in exchange for, or the net proceeds
       of which are or will be used to refund, refinance or replace Indebtedness
       (other than Intercompany Indebtedness) that was permitted by the
       Indenture to be incurred under the first paragraph of this covenant or
       clauses (2), (3), (6) or (7) of this paragraph;

    (8) the incurrence by OI Group or any of its Restricted Subsidiaries of
       Intercompany Indebtedness between or among OI Group and any of its
       Restricted Subsidiaries and with respect to OI Group only, between OI
       Group and OI Inc.; PROVIDED, HOWEVER, that:

       (a) if OI Group, the Company or any Guarantor is the obligor on such
           Indebtedness, such Indebtedness must be expressly subordinated to the
           prior payment in full in cash of all Obligations with respect to the
           notes, in the case of the Company, or the Guarantees of the notes, in
           the case of OI Group or a Guarantor;

       (b) any incurrence by OI Group of Intercompany Indebtedness to OI Inc.
           after the Issue Date will be in exchange for cash loans or advances
           from OI Inc. in the ordinary course of business consistent with past
           practices; and

       (c) (i) any subsequent issuance or transfer of Equity Interests that
           results in any such Indebtedness being held by a Person other than OI
           Group or a Restricted Subsidiary thereof and (ii) any sale or other
           transfer of any such Indebtedness to a Person that is not either OI
           Group or a Restricted Subsidiary thereof, shall be deemed, in each
           case, to constitute an incurrence of such Indebtedness by OI Group or
           such Restricted Subsidiary, as the case may be, that was not
           permitted by this clause (8);

                                       98

    (9) the incurrence by OI Group or any of its Restricted Subsidiaries of
       Hedging Obligations;

    (10) provided that so long as no Default shall have occurred or be
       continuing or would be caused thereby, the incurrence by any Foreign
       Subsidiary of OI Group of Indebtedness in an aggregate principal amount
       (or accreted value, as applicable) at any time outstanding, not to exceed
       $300.0 million, in addition to the $1.41 billion of Indebtedness that may
       be incurred under clause (1) of this paragraph;

    (11) (i) the Guarantee by the Company or any of the Guarantors of
       Indebtedness of OI Group or any Restricted Subsidiary of OI Group and
       (ii) the Guarantee by any Foreign Subsidiary of Indebtedness of OI Group
       or any Restricted Subsidiary of OI Group, in each case, that was
       permitted to be incurred by another provision of this covenant;

    (12) the accrual of interest, the accretion or amortization of original
       issue discount, the payment of interest on any Indebtedness in the form
       of additional Indebtedness with the same terms and the payment of
       dividends on Disqualified Stock in the form of additional shares of the
       same class of Disqualified Stock will not be deemed to be an incurrence
       of Indebtedness for purposes of this covenant or an issuance of
       Disqualified Stock; PROVIDED, in each such case, that the amount thereof
       is included in Fixed Charges of OI Group as accrued;

    (13) the incurrence by OI Group or any of its Restricted Subsidiaries of
       additional Indebtedness in an aggregate principal amount (or accreted
       value, as applicable) at any time outstanding, including all Permitted
       Refinancing Indebtedness incurred to refund, refinance or replace any
       Indebtedness incurred pursuant to this clause (13), not to exceed
       $300.0 million;

    (14) Indebtedness arising from agreements of OI Group or a Restricted
       Subsidiary of OI Group providing for indemnification, adjustment of
       purchase price or similar obligations, in each case, incurred or assumed
       in connection with the disposition of any business, assets or a
       Subsidiary, other than Guarantees of Indebtedness incurred by any Person
       acquiring all or any portion of such business, assets or a Subsidiary for
       the purpose of financing such acquisition; PROVIDED, HOWEVER, that
       (i) such Indebtedness is not reflected on the balance sheet of OI Group
       or any such Restricted Subsidiary of OI Group (contingent obligations
       referred to in a footnote to financial statements and not otherwise
       reflected on the balance sheet will not be deemed to be reflected on such
       balance sheet for purposes of this clause (i)) and (ii) the maximum
       assumable liability in respect of all such Indebtedness that is permitted
       to be incurred pursuant to this clause (14) shall at no time exceed the
       gross proceeds including noncash proceeds (the Fair Market Value of such
       noncash proceeds being measured at the time received and without giving
       effect to any subsequent changes in value) actually received by OI Group
       and its Restricted Subsidiaries in connection with such disposition;

    (15) the incurrence by OI Group or any of its Restricted Subsidiaries of
       Indebtedness incurred or deemed incurred or cash consideration received
       from the sale of accounts receivable by OI Group or any of its Restricted
       Subsidiaries or a special purpose vehicle established by any of them to
       purchase and sell such receivables;

    (16) obligations in respect of performance and surety bonds and completion
       guarantees provided by OI Group or any of its Restricted Subsidiaries in
       the ordinary course of business;

    (17) Indebtedness incurred by OI Group or any of its Restricted Subsidiaries
       constituting reimbursement obligations with respect to letters of credit
       issued in the ordinary course of business, including without limitation
       letters of credit in respect of workers' compensation claims, or other
       Indebtedness with respect to reimbursement type obligations regarding
       workers' compensation claims; PROVIDED, HOWEVER, that upon the drawing of
       such letters of credit or the incurrence of such Indebtedness, such
       obligations are reimbursed within 30 days following such drawing or
       incurrence; and

                                       99

    (18) the incurrence by OI Group or any of its Restricted Subsidiaries of
       Acquired Debt, in an aggregate principal amount at any time outstanding,
       including all Permitted Refinancing Indebtedness incurred to refund,
       refinance or replace any Indebtedness incurred pursuant to this
       clause (18), not to exceed 5.0% of Tangible Assets, as measured after
       giving effect to the transaction for which the Acquired Debt was
       incurred.

    The Company will not incur any Indebtedness (including Permitted Debt) after
the date of the Indenture that is contractually subordinated in right of payment
to any other Indebtedness of the Company unless such Indebtedness is also
contractually subordinated in right of payment to the notes on substantially
similar terms; PROVIDED, HOWEVER, that no Indebtedness of the Company shall be
deemed to be contractually subordinated in right of payment to any other
Indebtedness of the Company solely by virtue of being unsecured.

    OI Group will not, and will not permit any Guarantor to, incur any
Indebtedness (including Permitted Debt) after the date of the Indenture that is
contractually subordinated in right of payment to any other Indebtedness of OI
Group or the Guarantors, as the case may be, unless such Indebtedness is also
contractually subordinated in right of payment to the obligations under the
notes or Guarantees of the notes on substantially similar terms; PROVIDED,
HOWEVER, that no Indebtedness of OI Group or the Guarantors shall be deemed to
be contractually subordinated in right of payment to any other Indebtedness of
OI Group or the Guarantors solely by virtue of being unsecured.

    For purposes of determining compliance with this "Incurrence of Indebtedness
and Issuance of Preferred Stock" covenant, in the event that any proposed
Indebtedness meets the criteria of more than one of the categories of Permitted
Debt described in clauses (1) through (18) above, or is entitled to be incurred
pursuant to the first paragraph of this covenant, the Company will be permitted
to classify such item of Indebtedness on the date of its incurrence in any
manner that complies with this covenant, or later reclassify all or a portion of
such item of Indebtedness. Indebtedness under Credit Facilities outstanding on
the date on which notes are first issued and authenticated under the Indenture
shall be deemed to have been incurred on such date in reliance on the exception
provided by clauses (1) or (2) of the definition of Permitted Debt above.

    LIENS

    Neither OI Group nor any Restricted Subsidiary of OI Group will create,
incur, or permit to exist, any Lien on any of their respective assets, whether
now owned or hereafter acquired, in order to secure any Indebtedness of either
of OI Group or any Restricted Subsidiary of OI Group, without effectively
providing that the notes shall be equally and ratably secured until such time as
such Indebtedness is no longer secured by such Lien, except:

    (1) Liens on cash and Cash Equivalents securing obligations in respect of
       letters of credit in accordance with the terms of the Credit Agreement;

    (2) Liens existing on the Issue Date;

    (3) Liens granted after the Issue Date on any assets of OI Group or any of
       its Restricted Subsidiaries securing Indebtedness of OI Group or any of
       its Restricted Subsidiaries created in favor of the Holders of the notes;

    (4) Liens securing Indebtedness of OI Group or any Restricted Subsidiary of
       OI Group which is incurred to extend, renew or refinance Indebtedness
       which is secured by Liens permitted to be incurred under the Indenture;
       PROVIDED that such Liens do not extend to or cover any assets of OI Group
       or any Restricted Subsidiary of OI Group other than the assets securing
       the Indebtedness being extended, renewed or refinanced and that the
       principal or commitment amount of such Indebtedness does not exceed the
       principal or commitment amount of the Indebtedness being extended,
       renewed or refinanced at the time of such extension, renewal or
       refinancing, or at the time the Lien was issued, created or assumed or
       otherwise permitted;

    (5) Permitted Liens; and

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    (6) Liens created in substitution of or as replacements for any Liens
       permitted by the preceding clauses (1) through (5) or this clause (6),
       PROVIDED that, based on a good faith determination of an officer of the
       Company, the assets encumbered under any such substitute or replacement
       Lien is substantially similar in value to the assets encumbered by the
       otherwise permitted Lien which is being replaced.

For purposes of the Indenture, the notes and the Guarantees of the notes, so
long as the Credit Agreement is in effect, the notes will be considered equally
and ratably secured if they are secured pursuant to terms and provisions,
including any exclusions or exceptions described therein, no less favorable to
the holders of notes than those set forth in, or contemplated by, the Credit
Agreement.

    DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES

    OI Group will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, create or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any such Restricted
Subsidiary to:

    (1) pay dividends or make any other distributions on its Capital Stock to OI
       Group or any of its Restricted Subsidiaries, or with respect to any other
       interest or participation in, or measured by, its profits, or pay any
       indebtedness owed to OI Group or any of its Restricted Subsidiaries;

    (2) make loans or advances to OI Group or any of its Restricted
       Subsidiaries; or

    (3) transfer any of its properties or assets to OI Group or any of its
       Restricted Subsidiaries.

    However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

    (1) agreements governing Existing Indebtedness, Credit Facilities, charter
       documents and shareholder agreements as in effect on the date of the
       Indenture, and any amendments, modifications, restatements, renewals,
       increases, supplements, refundings, replacements or refinancings thereof,
       PROVIDED that such amendments, modifications, restatements, renewals,
       increases, supplements, refundings, replacements or refinancings are no
       more restrictive, taken as a whole, with respect to such dividend and
       other payment restrictions than those contained in such Existing
       Indebtedness, Credit Facilities, charter documents and shareholders
       agreements as in effect on the date of the Indenture;

    (2) the Indenture, the notes, the Collateral Documents, the Offshore
       Collateral Documents and the Guarantees of the notes;

    (3) applicable law;

    (4) any instrument governing Indebtedness or Capital Stock of a Person
       acquired by OI Group or any of its Restricted Subsidiaries as in effect
       at the time of such acquisition (except to the extent such Indebtedness
       was incurred in connection with or in contemplation of such acquisition),
       which encumbrance or restriction is not applicable to any Person, or the
       properties or assets of any Person, other than the Person, or the
       property or assets of the Person, so acquired, PROVIDED that, in the case
       of Indebtedness, such Indebtedness was permitted by the terms of the
       Indenture to be incurred;

    (5) customary non-assignment provisions in leases entered into in the
       ordinary course of business and consistent with past practices;

    (6) purchase money obligations, including Capital Lease Obligations and
       obligations under mortgages, for property acquired in the ordinary course
       of business that impose restrictions on the property so acquired of the
       nature described in clause (3) of the first paragraph of this covenant;

    (7) any agreement for the sale or other disposition of a Restricted
       Subsidiary of OI Group that restricts any of the foregoing by that
       Restricted Subsidiary pending its sale or other disposition;

                                      101

    (8) Permitted Refinancing Indebtedness, PROVIDED that the restrictions
       contained in the agreements governing such Permitted Refinancing
       Indebtedness are no more restrictive, taken as a whole, than those
       contained in the agreements governing the Indebtedness being refinanced;
       and

    (9) Permitted Liens or Investment Grade Permitted Liens securing
       Indebtedness that limit the right of the debtor to dispose of the assets
       subject to such Lien.

Nothing contained in this covenant shall prevent OI Group or a Restricted
Subsidiary of OI Group from entering into any agreement (x) permitting or
providing for the incurrence of Liens otherwise permitted by the "Liens"
covenant or (y) restricting the sale or other disposition of property securing
Indebtedness.

    MERGER, CONSOLIDATION OR SALE OF ASSETS

    OI Group will not, in any transaction or series of transactions, merge or
consolidate with or into, or, directly or indirectly, sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets to, any Person or Persons, and OI Group will not permit
any of its Restricted Subsidiaries to enter into any such transaction or series
of transactions if such transaction or series of transactions, in the aggregate,
would result in a sale, assignment, conveyance, transfer, lease or other
disposition of all or substantially all of the properties and assets of OI Group
and its Restricted Subsidiaries, on a consolidated basis, to any other Person or
Persons, unless at the time and after giving effect thereto:

    (1) either: (a) OI Group or such Restricted Subsidiary, as the case may be,
       is the surviving corporation; or (b) the Person formed by or surviving
       any such consolidation or merger (if other than OI Group or such
       Restricted Subsidiary) (the "Successor Company") or to which such sale,
       assignment, transfer, conveyance or other disposition shall have been
       made is a corporation organized or existing under the laws of the United
       States, any state thereof or the District of Columbia;

    (2) the Successor Company (if other than OI Group or such Restricted
       Subsidiary) or the Person to which such sale, assignment, transfer,
       conveyance or other disposition shall have been made assumes all the
       obligations of OI Group or such Restricted Subsidiary (if such Restricted
       Subsidiary is a Guarantor), as the case may be, under the notes, the
       Indenture, the Collateral Documents and the Registration Rights Agreement
       pursuant to agreements reasonably satisfactory to the Trustee;

    (3) immediately after such transaction no Default or Event of Default
       exists; and

    (4) OI Group or the Successor Company formed by or surviving any such
       consolidation or merger (if other than OI Group), or the Person to which
       such sale, assignment, transfer, conveyance or other disposition shall
       have been made, will have, immediately after such transaction, a Fixed
       Charge Coverage Ratio equal to or greater than such ratio for OI Group
       immediately prior to such transaction.

    This "Merger, Consolidation or Sale of Assets" covenant will not apply to
(i) a merger or consolidation of OI Group, the Company or any of the Guarantors
with or into any other of the Company, OI Group or any of the Guarantors or the
sale, assignment, conveyance, transfer, lease or other disposition of assets
between or among the Company, OI Group and any of its Guarantors and (ii) a
merger or consolidation of any Foreign Subsidiary with or into OI Group or any
of its Restricted Subsidiaries or the sale, assignment, conveyance, transfer,
lease or other disposition of assets from any Foreign Subsidiary to OI Group or
any of its Restricted Subsidiaries.

    On and after the one-year anniversary of the date of this prospectus, the
Company will be permitted to assign its obligations under the notes and the
Indenture to OI Inc., and the Company and each Guarantor will thereafter be
released from its obligations under the notes, the Guarantees of the notes and
the Indenture provided that (1) OI Inc. assumes all of the obligations under the
notes and the Indenture, and (2) the obligations of each Credit Agreement
Domestic Borrower under the Credit

                                      102

Agreement have been or will be concurrently assumed by OI Inc. in accordance
with the terms of the Credit Agreement. Under the Credit Agreement, the Credit
Agreement Domestic Borrowers may assign or transfer their rights and obligations
thereunder to OI Inc. and all of OI Inc.'s subsidiaries will be concurrently
released from their guarantees upon the consent of the requisite lenders
thereunder if the term loans have been repaid, if OI Inc. has achieved and
maintains immediately following such assumption (including the assumption of the
notes) the investment grade ratings specified under the Credit Agreement and if
all obligations of Subsidiaries of OI Inc. in respect of the OI Inc. Senior
Notes, the notes and certain other debt have been released and assumed by
OI Inc.

    TRANSACTIONS WITH AFFILIATES

    OI Group will not, and will not permit any of its Restricted Subsidiaries
to, make any payment to, or sell, lease, transfer or otherwise dispose of any of
its properties or assets to, or purchase any property or assets from, or enter
into or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate (each, an
"Affiliate Transaction") involving aggregate payments in consideration in excess
of $5.0 million, unless:

    (1) such Affiliate Transaction is on terms that are no less favorable to OI
       Group or the relevant Restricted Subsidiary than those that would have
       been obtained in a comparable transaction by OI Group or such Restricted
       Subsidiary with an unrelated Person; and

    (2) OI Group delivers to the Trustee with respect to any Affiliate
       Transaction or series of related Affiliate Transactions involving
       aggregate consideration in excess of $5.0 million, a resolution of the
       Board of Directors set forth in an Officers' Certificate certifying that
       such Affiliate Transaction complies with this covenant and that such
       Affiliate Transaction has been approved by a majority of the
       disinterested members of the Board of Directors.

    The following items shall not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:

    (1) transactions between or among OI Group and/or its Restricted
       Subsidiaries;

    (2) transactions between OI Group and/or its Restricted Subsidiaries on the
       one hand, and OI Inc. on the other, that are in the ordinary course of
       business consistent with past practices;

    (3) payment of reasonable directors fees;

    (4) Restricted Payments that are permitted by the provisions of the
       Indenture described above under the caption "--Restricted Payments";

    (5) the payment of customary annual management, consulting, monitoring and
       advisory fees and related expenses to KKR and its Affiliates;

    (6) the payment of reasonable and customary fees paid to, and indemnity
       provided on behalf of, officers, directors, employees or consultants of
       OI Group, any of its direct or indirect parent corporations or any
       Restricted Subsidiary of OI Group;

    (7) payments by OI Group or any of its Restricted Subsidiaries to KKR and
       its Affiliates for any financial advisory, financing, underwriting or
       placement services or in respect of other investment banking activities,
       including, without limitation, in connection with acquisitions or
       divestitures which payments are approved by a majority of the Board of
       Directors of OI Group in good faith;

    (8) transactions in which OI Group or any of its Restricted Subsidiaries, as
       the case may be, delivers to the Trustee a letter from an investment
       banking firm of nationally recognized standing stating that such
       transaction is fair to OI Group or such Restricted Subsidiary from a
       financial point of view or meets the requirements of clause (1) of the
       preceding paragraph;

    (9) in addition to any payments referred to in (6) above, payments or loans
       to officers, directors and employees of OI Group, any of its direct or
       indirect parent corporations or any Restricted Subsidiary of OI Group for
       business or personal purposes and other loans and advances, in

                                      103

       accordance with any policy of OI Group which shall have been approved by
       the Board of Directors of OI Group in good faith from time to time, to
       such officers, directors and employees for travel, entertainment, moving
       and other relocation expenses made in the ordinary course of business of
       OI Group, any of its direct or indirect parent corporations or any
       Restricted Subsidiary of OI Group;

    (10) any agreement in effect as of the Issue Date or any amendment thereto
       (so long as such amendment is not disadvantageous to the Holders in any
       material respect) or any transaction contemplated thereby;

    (11) transactions with customers, clients, suppliers or purchasers or
       sellers of goods or services, in each case in the ordinary course of
       business which are fair to OI Group or its Restricted Subsidiaries, in
       the reasonable determination of the Board of Directors of OI Group or the
       senior management thereof;

    (12) the issuance of Equity Interests (other than Disqualified Stock) of OI
       Group or the Company to any Principal; and

    (13) transactions involving the sale of accounts receivables by OI Group or
       any of its Restricted Subsidiaries or a special purpose vehicle
       established by any of them to purchase and sell receivables.

    ADDITIONAL GUARANTEES/PLEDGES

    If a Domestic Subsidiary of OI Group or any of its Restricted Subsidiaries
guarantees Indebtedness under the Credit Agreement, including the reinstatement
or renewal of a Guarantee of Indebtedness under the Credit Agreement previously
released under the Credit Agreement, then that Domestic Subsidiary must become a
Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel
to the Trustee within 10 business days of the date on which it executes a
guarantee under the Credit Agreement.

    If, on or after the Issue Date, any Domestic Subsidiary of OI Group pledges
any property or assets to secure obligations under the Credit Agreement (other
than pursuant to the Collateral Documents or as contemplated by the Credit
Agreement), then such property or assets will, subject to certain exceptions,
also secure the notes.

    DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES

    The Board of Directors of OI Group may designate any Restricted Subsidiary
to be an Unrestricted Subsidiary if that designation would not cause a Default;
PROVIDED that in no event shall the business currently operated by the Company
be transferred to or held by an Unrestricted Subsidiary. If a Restricted
Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair
Market Value of all outstanding Investments owned by OI Group and its Restricted
Subsidiaries in the Subsidiary so designated will be deemed to be a Restricted
Investment made as of the time of such designation and that designation will
only be permitted if such Investment would be permitted at that time and if such
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors of OI Group may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; PROVIDED that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of OI Group of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (1) such Indebtedness
is permitted under the covenant described under the caption "--Certain
Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock,"
calculated on a pro forma basis as if such designation had occurred at the
beginning of the four-quarter reference period; and (2) no Default or Event of
Default would be in existence following such designation.

                                      104

    LIMITATIONS ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS

    OI Group will not permit any of its Domestic Subsidiaries, directly or
indirectly, to guarantee the payment of any other Indebtedness of the Company or
OI Group unless such Domestic Subsidiary simultaneously executes and delivers a
supplemental indenture providing for the Guarantee of the payment of the notes
by such Domestic Subsidiary, which Guarantee shall be senior to or PARI PASSU
with such Subsidiary's Guarantee of such other Indebtedness.

    Notwithstanding the preceding paragraph, any Guarantee will provide by its
terms that it will be automatically and unconditionally released and discharged
under the circumstances described above under the caption "--Guarantees." The
form of the Guarantee will be attached as an exhibit to, or included in, the
Indenture.

    PAYMENTS FOR CONSENT

    OI Group will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, pay or cause to be paid any consideration to or for
the benefit of any Holder of notes for or as an inducement to any consent,
waiver or amendment of any of the terms or provisions of the Indenture, the
notes or the Guarantees unless such consideration is offered to be paid and is
paid to all Holders of the notes that consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

    REPORTS

    Whether or not required by the SEC, so long as any notes are outstanding, OI
Group will furnish to the Holders of the notes, within the time periods
specified in the SEC's rules and regulations:

    (1) all quarterly and annual financial information that would be required to
       be contained in a filing with the SEC on Forms 10-Q and 10-K if OI Group
       were required to file such Forms, including a "Management's Discussion
       and Analysis of Financial Condition and Results of Operations" and, with
       respect to the annual information only, a report on the annual financial
       statements by OI Group's certified independent accountants; and

    (2) all current reports that would be required to be filed with the SEC on
       Form 8-K if OI Group were required to file such reports.

    In addition, whether or not required by the SEC, OI Group will file a copy
of all of the information and reports referred to in clauses (1) and (2) above
with the SEC for public availability within the time periods specified in the
SEC's rules and regulations (unless the SEC will not accept such a filing) and
make such information available to securities analysts and prospective investors
upon request. In addition, the Company and the Guarantors have agreed that, for
so long as any notes remain outstanding, they will furnish to the Holders and to
securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

EVENTS OF DEFAULT AND REMEDIES

    Each of the following is an Event of Default:

    (1) default for 30 days in the payment when due of interest on, or
       liquidated damages, if any, with respect to, the notes;

    (2) default in payment when due of the principal of, or premium, if any, on
       the notes;

    (3) failure by OI Group or any of its Restricted Subsidiaries to comply with
       the provisions described under the captions "--Repurchase at the Option
       of Holders--Change of Control," "--Repurchase at the Option of
       Holders--Asset Sales" or "--Certain Covenants--Merger, Consolidation or
       Sale of Assets";

    (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days
       after notice to comply with any of the other agreements in the Indenture,
       the notes, the Guarantees of the notes

                                      105

       (with respect to any Guarantor) and the Collateral Documents (with
       respect to any Restricted Subsidiary which has pledged assets or property
       to secure its obligations under the Indenture and the notes);

    (5) default under any mortgage, indenture or instrument under which there
       may be issued or by which there may be secured or evidenced any
       Indebtedness for money borrowed by OI Group or any Restricted Subsidiary
       (or the payment of which is guaranteed by OI Group or any of its
       Restricted Subsidiaries) whether such Indebtedness or Guarantee now
       exists, or is created after the date of the Indenture, if that default:

       (a) is caused by a failure to pay principal of, or interest or premium,
           if any, on such Indebtedness prior to the expiration of the grace
           period provided in such Indebtedness on the date of such default (a
           "Payment Default"); or

       (b) results in the acceleration of such Indebtedness prior to its express
           maturity; PROVIDED, that an Event of Default will not be deemed to
           occur with respect to any such accelerated Indebtedness which is
           repaid or prepaid within 20 business days after such declaration;

       and, in any individual case, the principal amount of any such
       Indebtedness is equal to or in excess of $50.0 million, or such
       Indebtedness together with the principal amount of any other such
       Indebtedness under which there has been a Payment Default or the maturity
       of which has been so accelerated, aggregates $100.0 million or more;

    (6) any final judgment or order for payment of money in excess of
       $50.0 million in any individual case and $100.0 million in the aggregate
       at any time shall be rendered against OI Group or any of its Restricted
       Subsidiaries and such judgment shall not have been paid, discharged or
       stayed for a period of 60 days;

    (7) except as permitted by the Indenture or the Collateral Documents, any
       Guarantee of the notes shall be held in any judicial proceeding to be
       unenforceable or invalid or shall cease for any reason to be in full
       force and effect or any Guarantor, or any Person acting on behalf of any
       Guarantor, shall deny or disaffirm its obligations under its Guarantee of
       the notes;

    (8) certain events of bankruptcy or insolvency with respect to the Company,
       OI Group or any Significant Subsidiary of OI Group; and

    (9) except as permitted by the Collateral Documents, any amendments thereto
       and the provisions of the Indenture, any of the Collateral Documents
       ceases to be in full force and effect or ceases to be effective, in all
       material respects, to create the Lien purported to be created in the
       Collateral in favor of the Holders for 60 days after notice.

    In the case of an Event of Default arising from certain events of bankruptcy
or insolvency, with respect to OI Group or any Significant Subsidiary of OI
Group, all outstanding notes will become due and payable immediately without
further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding notes may declare all the notes to be due and payable
immediately.

    A Holder of notes may not pursue any remedy with respect to the Indenture,
the notes, any Guarantee or any Collateral Document unless: (1) the Holder gives
to the Trustee written notice of a continuing Event of Default; (2) the Holders
of at least 25% in principal amount of such notes outstanding make a written
request to the Trustee to pursue the remedy; (3) such Holder or Holders offer to
the Trustee indemnity satisfactory to the Trustee against any loss, liability or
expense; (4) the Trustee does not comply with the request within 30 days after
receipt of the request and the offer of indemnity; and (5) during such 30-day
period the Holders of a majority in principal amount of the outstanding notes do
not give the Trustee a direction which is inconsistent with the request. Subject
to certain limitations, Holders of a majority in principal amount of the then
outstanding notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders of the notes notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal or interest or liquidated damages) if it determines
that withholding notice is in their interest.

                                      106

    The Holders of a majority in aggregate principal amount of the notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
interest or liquidated damages on, or the principal of, the notes.

    The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture. Upon becoming aware of any Default or
Event of Default, the Company is required to deliver to the Trustee a statement
specifying such Default or Event of Default.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

    No director, officer, employee, incorporator or stockholder of the Company
or any Guarantor, as such, shall have any liability for any obligations of the
Company or the Guarantors under the notes, the Indenture, the Guarantees of the
notes, the Collateral Documents or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of notes by accepting
a note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the notes. The waiver may not be effective
to waive liabilities under the federal securities laws.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

    The Company may, at its option and at any time, elect to have all of its
obligations discharged with respect to the outstanding notes and all obligations
of the Guarantors discharged with respect to their Guarantees of the notes
("Legal Defeasance") except for:

    (1) the rights of Holders of outstanding notes to receive payments in
       respect of the principal of, or interest or premium and liquidated
       damages, if any, on such notes when such payments are due from the trust
       referred to below;

    (2) the Company's obligations with respect to the notes concerning issuing
       temporary notes, registration of notes, mutilated, destroyed, lost or
       stolen notes and the maintenance of an office or agency for payment and
       money for security payments held in trust;

    (3) the rights, powers, trusts, duties and immunities of the Trustee, and
       the Company's and the Guarantors' obligations in connection therewith;
       and

    (4) the Legal Defeasance provisions of the Indenture.

    In addition, the Company may, at its option and at any time, elect to have
the obligations of the Company and the Guarantors released with respect to
certain covenants that are described in the Indenture ("Covenant Defeasance")
and thereafter any omission to comply with those covenants shall not constitute
a Default or Event of Default with respect to the notes. In the event Covenant
Defeasance occurs, certain events (not including non-payment, bankruptcy,
receivership, rehabilitation and insolvency events) described under "Events of
Default" will no longer constitute an Event of Default with respect to the
notes.

    In order to exercise either Legal Defeasance or Covenant Defeasance:

    (1) the Company must irrevocably deposit with the Trustee, in trust, for the
       benefit of the Holders of the notes, cash in U.S. dollars, non-callable
       Government Securities, or a combination thereof, in such amounts as will
       be sufficient, in the opinion of a nationally recognized firm of
       independent public accountants, to pay the principal of, or interest and
       premium and liquidated damages, if any, on the outstanding notes on the
       stated maturity or on the applicable redemption date, as the case may be,
       and the Company must specify whether the notes are being defeased to
       maturity or to a particular redemption date;

    (2) in the case of Legal Defeasance, the Company shall have delivered to the
       Trustee an Opinion of Counsel reasonably acceptable to the Trustee
       confirming that (a) the Company has received

                                      107

       from, or there has been published by, the Internal Revenue Service a
       ruling or (b) since the date of the Indenture, there has been a change in
       the applicable federal income tax law, in either case to the effect that,
       and based thereon such Opinion of Counsel shall confirm that, the Holders
       of the outstanding notes will not recognize income, gain or loss for
       federal income tax purposes as a result of such Legal Defeasance and will
       be subject to federal income tax on the same amounts, in the same manner
       and at the same times as would have been the case if such Legal
       Defeasance had not occurred;

    (3) in the case of Covenant Defeasance, the Company shall have delivered to
       the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
       confirming that the Holders of the outstanding notes will not recognize
       income, gain or loss for federal income tax purposes as a result of such
       Covenant Defeasance and will be subject to federal income tax on the same
       amounts, in the same manner and at the same times as would have been the
       case if such Covenant Defeasance had not occurred;

    (4) no Default or Event of Default shall have occurred and be continuing
       either: (a) on the date of such deposit (other than a Default or Event of
       Default resulting from the borrowing of funds to be applied to such
       deposit); or (b) or insofar as Events of Default from bankruptcy or
       insolvency events are concerned, at any time in the period ending on the
       91st day after the date of deposit;

    (5) such Legal Defeasance or Covenant Defeasance will not result in a breach
       or violation of, or constitute a default under any material agreement or
       instrument to which OI Group or the Company or any of their Restricted
       Subsidiaries are a party or by which OI Group or the Company or any of
       such Restricted Subsidiaries are bound;

    (6) the Company must have delivered to the Trustee an Opinion of Counsel to
       the effect that, assuming no intervening bankruptcy of the Company or any
       Guarantor between the date of deposit and the 91st day following the
       deposit and assuming that no Holder is an "insider" of the Company under
       applicable bankruptcy law, after the 91st day following the deposit, the
       trust funds will not be subject to the effect of any applicable
       bankruptcy, insolvency, reorganization or similar laws affecting
       creditors' rights generally;

    (7) the Company must deliver to the Trustee an Officers' Certificate stating
       that the deposit was not made by the Company with the intent of
       preferring the Holders of notes over the other creditors of the Company
       with the intent of defeating, hindering, delaying or defrauding creditors
       of the Company or others; and

    (8) the Company must deliver to the Trustee an Officers' Certificate and an
       Opinion of Counsel, each stating that all conditions precedent relating
       to the Legal Defeasance or the Covenant Defeasance have been complied
       with.

AMENDMENT, SUPPLEMENT AND WAIVER

    Except as provided in the next two succeeding paragraphs, the Indenture, the
notes or the Guarantees of the notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the notes
then outstanding (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, notes), and any
existing default or compliance with any provision of the Indenture, the notes or
the Guarantees of the notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding notes (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, notes). Amendments to the Collateral Documents will be
made in accordance with their terms.

                                      108

    Without the consent of each Holder affected, an amendment or waiver may not
(with respect to any notes held by a non-consenting Holder):

    (1) reduce the principal amount of notes whose Holders must consent to an
       amendment, supplement or waiver;

    (2) reduce the principal of or change the fixed maturity of any note or
       alter the provisions, or waive any payment, with respect to the
       redemption of the notes;

    (3) reduce the rate of or change the time for payment of interest on any
       Note;

    (4) waive a Default or Event of Default in the payment of principal of, or
       interest or premium, or liquidated damages, if any, on the notes (except
       a rescission of acceleration of the notes by the Holders of at least a
       majority in aggregate principal amount of the notes and a waiver of the
       payment default that resulted from such acceleration);

    (5) make any note payable in money other than U.S. dollars;

    (6) make any change in the provisions of the Indenture relating to waivers
       of past Defaults or the rights of Holders of notes to receive payments of
       principal of, or interest or premium or liquidated damages, if any, on
       the notes;

    (7) release any Guarantor from any of its obligations under its Guarantee,
       the Indenture or any Collateral Document, except in accordance with the
       terms of the Guarantee, the Indenture and any Collateral Document;

    (8) impair the right to institute suit for the enforcement of any payment on
       or with respect to the notes, the Guarantees of the notes or the
       Collateral Documents;

    (9) amend, change or modify the obligation of the Company to make and
       consummate an Asset Sale Offer with respect to any Asset Sale in
       accordance with the "--Repurchase at the Option of Holders--Asset Sales"
       covenant or the obligation of the Company to make and consummate a Change
       of Control Offer in the event of a Change of Control in accordance with
       the "--Repurchase at the Option of Holders--Change of Control" covenant,
       including, in each case, amending, changing or modifying any definition
       relating thereto;

    (10) except as otherwise permitted under the "--Merger, Consolidation and
       Sale of Assets" covenant, consent to the assignment or transfer by OI
       Group, the Company or any Guarantor of any of their rights or obligations
       under the Indenture;

    (11) amend or modify any of the provisions of the Indenture or any Guarantee
       of the notes in a manner material and adverse to the Holders of the notes
       except (a) in accordance with the terms of the Indenture or such
       Guarantee or (b) as permitted by the following paragraph;

    (12) amend or modify any of the provisions of the Collateral Documents
       except (a) in accordance with the terms of such documents or (b) as
       permitted by the following paragraph; or

    (13) make any change in the preceding amendment and waiver provisions.

    Notwithstanding the preceding, without the consent of any Holder of notes,
the Company, the Guarantors and the Trustee may amend or supplement the
Indenture, the notes, the Guarantees and the Collateral Documents:

    (1) to cure any ambiguity, defect or inconsistency;

    (2) to provide for uncertificated notes in addition to or in place of
       certificated notes;

    (3) to provide for the assumption of the Company's or any Guarantor's
       obligations to Holders of notes in the case of a merger or consolidation
       or sale of all or substantially all the Company's or such Guarantor's
       assets;

                                      109

    (4) to provide for the assumption of the Company's obligations to Holders of
       the notes by OI Inc. in accordance with the provisions of the Indenture;

    (5) to make any change that would provide any additional rights or benefits
       to the Holders of notes or that does not adversely affect the legal
       rights under the Indenture, the Guarantees of the notes or the Collateral
       Documents of any such Holder (including, but not limited to, adding a
       Guarantor under the Indenture and adding additional collateral for the
       benefit of the Holders of the notes); or

    (6) to comply with requirements of the SEC in order to effect or maintain
       the qualification of the Indenture under the Trust Indenture Act.

    The consent of the Holders of the notes is not necessary under the Indenture
to approve the particular form of any proposed amendment. It is sufficient if
such consent approves the substance of the proposed amendment.

    After an amendment under the Indenture becomes effective, the Company is
required to mail to the Holders of the notes a notice briefly describing such
amendment. However, the failure to give such notice to all the Holders of the
notes, or any defect therein, will not impair or affect the validity of the
amendment.

SATISFACTION AND DISCHARGE

    The Indenture will be discharged and will cease to be of further effect as
to all notes issued thereunder, when:

    (1) either:

       (a) all notes that have been authenticated (except lost, stolen or
           destroyed Notes that have been replaced or paid and notes for whose
           payment money has theretofore been deposited in trust and thereafter
           repaid to the Company) have been delivered to the Trustee for
           cancellation; or

       (b) all notes that have not been delivered to the Trustee for
           cancellation have become due and payable by reason of the making of a
           notice of redemption or otherwise or will become due and payable
           within one year and the Company or any Guarantor has irrevocably
           deposited or caused to be deposited with the Trustee as trust funds
           in trust solely for the benefit of the Holders, cash in U.S. dollars,
           non-callable Government Securities, or a combination thereof, in such
           amounts as will be sufficient without consideration of any
           reinvestment of interest, to pay and discharge the entire
           indebtedness on the notes not delivered to the Trustee for
           cancellation for principal, premium and liquidated damages, if any,
           and accrued interest to the date of maturity or redemption;

    (2) no Default or Event of Default shall have occurred and be continuing on
       the date of such deposit or shall occur as a result of such deposit and
       such deposit will not result in a breach or violation of, or constitute a
       default under, any other instrument to which the Company or any Guarantor
       is a party or by which the Company or any Guarantor is bound;

    (3) the Company or any Guarantor has paid or caused to be paid all sums
       payable by it under the Indenture; and

    (4) the Company has delivered irrevocable instructions to the Trustee under
       the Indenture to apply the deposited money toward the payment of the
       notes at maturity or the redemption date, as the case may be.

                                      110

    In addition, the Company must deliver an Officers' Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

INTERCREDITOR AGREEMENT

    The Intercreditor Agreement governs, among other things, (i) the direction
of the Collateral Agent with respect to the exercise of remedies under the
Pledge Agreement, the Security Agreement and the Mortgages, (ii) the
distribution of the proceeds of certain asset sales of collateral by OI Group
and its subsidiaries and the proceeds of insurance and condemnation awards, and
(iii) the distribution of proceeds of any foreclosure upon and sale of
collateral under the Pledge Agreement, the Security Agreement and the Mortgages.
Pursuant to the Intercreditor Agreement, the lenders under the Credit Agreement
direct the Collateral Agent with respect to decisions relating to the exercise
of remedies under the Pledge Agreement, the Security Agreement and the
Mortgages, including whether to foreclose on the collateral following a default
on the notes. Holders of the notes are generally not entitled to share in the
proceeds of any asset sales of Collateral by OI Group or any subsidiary or
insurance or condemnation proceeds unless pursuant to enforcement actions under
the Collateral Documents. Net proceeds of any sales of collateral from an
enforcement action are first shared ratably among the senior secured parties
(including the Holders of the notes to the extent secured at such time by the
collateral giving rise to such proceeds) based upon the relevant amounts due and
payable to such senior secured party (less, in the case of the Holders of the
notes, proceeds with respect to prior sales held by the Trustee, but not applied
to payments on the notes). Amendments to the Intercreditor Agreement necessary
to permit the incurrence of additional indebtedness secured by the collateral
and to add additional secured parties thereto may be made without the consent of
the Trustee or the Holders of the notes, insofar as the foregoing is not
prohibited under the Indenture.

THE PLEDGE AGREEMENT

    The Pledge Agreement provides for the pledge by OI Group and OI Packaging of
the Capital Stock of, and Intercompany Indebtedness owed to OI Group and OI
Packaging by, their respective direct Subsidiaries to secure OI Group's and its
Subsidiaries' obligations, including OI Packaging, under or in respect of the
Credit Agreement and certain other senior indebtedness, and under or in respect
of the notes, including their respective Guarantees, in each case on a senior
basis, and the obligations under or in respect of OI Inc.'s outstanding public
debt securities on a junior basis. The notes will not be secured by the Capital
Stock of OI General FTS Inc. and the Intercompany Indebtedness owed by OI
General FTS Inc. to OI Group, which is pledged to the lenders under the Pledge
Agreement. See "Risk Factors--Risks Relating to the Notes--Notes Effectively
Subordinated to Certain Secured Credit Agreement Obligations and Obligations of
OI Inc.--The notes are effectively subordinated to the obligations under the
secured credit agreement, certain obligations owing to lenders or their
affiliates as permitted under the secured credit agreement and obligations
related to OI Inc.'s $1.7 billion of outstanding public debt securities to the
extent these obligations are secured by collateral that does not secure the
notes." Upon the occurrence of an Event of Default (as defined in the Pledge
Agreement), the Pledge Agreement provides for the foreclosure upon and sale of
the pledged collateral, including the Collateral pledged to secure the notes, by
the Collateral Agent and the ratable distribution of the net proceeds of any
such sale (to the extent secured by the applicable collateral) first to the
holders of the senior secured obligations and second to the holders of the
junior secured obligations, in each case in accordance with the Intercreditor
Agreement. In general, the lenders under the Credit Agreement have the power to
terminate the Pledge Agreement and release the collateral pledged thereunder
when the obligations under the Credit Agreement have been paid in full, when the
collateral thereunder no longer secures the obligations under the Credit
Agreement, or when OI Inc. and OI Group achieve the investment grade ratings
specified in the Credit Agreement and the Collateral Agent acknowledges such
ratings. In addition, all or any portion of the collateral pledged under the
Pledge Agreement may be released upon the approval of lenders under the Credit
Agreement.

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SECURITY AGREEMENT AND MORTGAGES

    The Security Agreement and the Mortgages provide for the granting of
security interests and liens by OI Group and substantially all its Domestic
Subsidiaries in substantially all of their respective personal property
(excluding the collateral pledged under the Pledge Agreement) and real property
consisting of fee or ground leasehold interests with an individual value in
excess of $25.0 million subject to certain exceptions. Subject to certain
limitations and exceptions, the security interests granted under the Security
Agreement secure the obligations of OI Group and its Subsidiaries under or in
respect of the Credit Agreement, certain other senior indebtedness and the
notes, including their respective Guarantees, and the liens granted by the
Mortgages secure the obligations of the applicable mortgagor under or in respect
of the Credit Agreement, certain other senior indebtedness and the notes,
including their respective guarantees. The collateral under the Security
Agreement consisting of the Capital Stock of substantially all of the Domestic
Subsidiaries of Credit Agreement Domestic Borrowers, Intercompany Indebtedness
owed to the Credit Agreement Domestic Borrowers and substantially all of their
Domestic Subsidiaries, and the Capital Stock of the first-tier foreign
subsidiaries will not secure the notes. See "Risk Factors--Risks Relating to the
Notes--Notes Effectively Subordinated to Certain Secured Credit Agreement
Obligations and Obligations of OI Inc.--The notes are effectively subordinated
to the obligations under the secured credit agreement, certain obligations owing
to lenders or their affiliates as permitted under the secured credit agreement
and obligations related to OI Inc.'s $1.7 billion of outstanding public debt
securities to the extent these obligations are secured by collateral that does
not secure the notes." Upon the occurrence of an Event of Default (as defined in
the Security Agreement and the Mortgages, as applicable), the Security Agreement
and the Mortgages provide for the foreclosure upon and sale of the applicable
collateral, including the Collateral pledged to secure the notes, by the
Collateral Agent and the distribution of the net proceeds of any such sale (to
the extent secured by the applicable collateral) first to the holders of the
secured obligations in each case in accordance with the Intercreditor Agreement.
In general, the lenders under the Credit Agreement have the power to terminate
the Security Agreement and Mortgages and release the collateral thereunder when
the obligations under the Credit Agreement have been paid in full, when the
collateral thereunder no longer secures the obligations under the Credit
Agreement, or when OI Inc. and OI Group achieve the investment grade ratings
specified in the Credit Agreement and the Collateral Agent acknowledges such
ratings. In addition, all or any portion of the collateral under the Security
Agreement and the Mortgages may be released upon the approval of lenders under
the Credit Agreement.

RELEASES OF COLLATERAL

    Under the terms of the Collateral Documents, the lenders under the Credit
Agreement determine the circumstances and manner in which the collateral,
including the Collateral securing the notes and the Guarantees of the notes,
shall be disposed of, including, but not limited to, the determination of
whether to release all or any portion of the Collateral from the Liens created
by the Collateral Documents and whether to foreclose on the Collateral following
a default on the notes. Generally, upon any sale, transfer or other disposition
of Collateral in a transaction not prohibited by the Credit Agreement and the
Collateral Documents, including an Asset Sale, the Collateral will be released
from the Liens created by the Collateral Documents. Moreover, when the
obligations under the Credit Agreement have been paid in full, when the
collateral under the Collateral Documents no longer secures the obligations
under the Credit Agreement and upon election of the applicable grantors or
pledgors, or when OI Inc. and OI Group achieve the investment grade ratings
specified in the Credit Agreement and the Collateral Agent acknowledges such
ratings, each of the Collateral Documents may be terminated and the collateral,
including the Collateral securing the notes and the Guarantees of the notes,
thereunder released. The Holders of the notes, however, are entitled, under
certain circumstances, to their ratable share of the distribution of the
proceeds of the Collateral as described in the Intercreditor Agreement. See
"--Intercreditor Agreement." In addition, the Collateral Documents

                                      112

provide that upon release of a Guarantee under the Indenture, the security
interest in the assets of that Guarantor securing the notes and the Guarantees
of the notes will be released simultaneously. Under the indemnification
provisions contained in the Intercreditor Agreement, any pro rata payments due
to the Collateral Agent from the Holders of the notes will be deducted from
their portion of the proceeds from the Collateral prior to the distribution of
such proceeds. The amount of indebtedness secured under the Collateral Documents
may be increased without the consent of the Trustee or the Holders of the notes.

CONCERNING THE TRUSTEE

    If the Trustee becomes a creditor of the Company or any Guarantor, the
Indenture limits its right to obtain payment of claims in certain cases, or to
realize on certain property received in respect of any such claim as security or
otherwise. The Trustee will be permitted to engage in other transactions;
however, if it acquires any conflicting interest it must eliminate such conflict
within 90 days, apply to the SEC for permission to continue or resign.

    The Holders of a majority in principal amount of the then outstanding notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that in case an Event of Default
shall occur and be continuing, the Trustee will be required, in the exercise of
its power, to use the degree of care of a prudent man in the conduct of his own
affairs. Subject to such provisions, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request of any
Holder of notes, unless such Holder shall have offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.

ADDITIONAL INFORMATION

    Anyone who receives this prospectus may obtain a copy of the Indenture
without charge by writing to Owens-Brockway Glass Container Inc., One SeaGate,
Toledo, Ohio 43666, Attention: Investor Relations.

BOOK-ENTRY, DELIVERY AND FORM

    The exchange notes will be issued in registered, global form in minimum
denominations of $1,000 and integral multiples of $1,000 in excess thereof. The
exchange notes will be represented by one or more exchange notes in registered,
global form without interest coupons (collectively, the "Global Notes"). The
Global Notes will be deposited upon issuance with the Trustee as custodian for
The Depository Trust Company ("DTC"), in New York, New York, and registered in
the name of DTC or its nominee, in each case for credit to an account of a
direct or indirect participant in DTC as described below.

    Except as set forth below, the Global Notes may be transferred, in whole and
not in part, only to another nominee of DTC or to a successor of DTC or its
nominee. Beneficial interests in the Global Notes may not be exchanged for
exchange notes in certificated form except in the limited circumstances
described below. See "--Exchange of Book-Entry Notes for Certificated Notes."
Except in the limited circumstances described below, owners of beneficial
interests in the Global Notes will not be entitled to receive physical delivery
of exchange notes in certificated form.

    Transfers of beneficial interests in the Global Notes will be subject to the
applicable rules and procedures of DTC and its direct or indirect participants
(including, if applicable, those of Euroclear and Clearstream), which may change
from time to time.

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DEPOSITORY PROCEDURES

    The following description of the operations and procedures of DTC, Euroclear
and Clearstream are provided solely as a matter of convenience. These operations
and procedures are solely within the control of the respective settlement
systems and are subject to changes by them. The Company takes no responsibility
for these operations and procedures and urges investors to contact the system or
their participants directly to discuss these matters.

    DTC has advised the Company that DTC is a limited-purpose trust company
created to hold securities for its participating organizations (collectively,
the "Participants") and to facilitate the clearance and settlement of
transactions in those securities between Participants through electronic
book-entry changes in accounts of its Participants. The Participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. Access to DTC's system is also available to
other entities such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Participant, either directly
or indirectly (collectively, the "Indirect Participants"). Persons who are not
Participants may beneficially own securities held by or on behalf of DTC only
through the Participants or the Indirect Participants. The ownership interests
in, and transfers of ownership interests in, each security held by or on behalf
of DTC are recorded on the records of the Participants and Indirect
Participants.

    DTC has also advised the Company that, pursuant to procedures established by
it:

    (1) upon deposit of the Global Notes, DTC will credit the accounts of
       Participants designated by the exchange agent with portions of the
       principal amount of the Global Notes; and

    (2) ownership of these interests in the Global Notes will be shown on, and
       the transfer of ownership thereof will be effected only through, records
       maintained by DTC (with respect to the Participants) or by the
       Participants and the Indirect Participants (with respect to other owners
       of beneficial interest in the Global Notes).

    Investors in the Global Notes who are Participants in DTC's system may hold
their interests therein directly through DTC. Investors in the Global Notes who
are not Participants may hold their interests therein indirectly through
organizations (including Euroclear and Clearstream) which are Participants in
such system. Euroclear and Clearstream will hold interests in the Global Notes
on behalf of their participants through customers' securities accounts in their
respective names on the books of their respective depositories, which are Morgan
Guaranty Trust Company of New York, Brussels office, as operator of Euroclear,
and Citibank, N.A., as operator of Clearstream. All interests in a Global Note,
including those held through Euroclear or Clearstream, may be subject to the
procedures and requirements of DTC. Those interests held through Euroclear or
Clearstream may also be subject to the procedures and requirements of such
systems. The laws of some states require that certain Persons take physical
delivery in definitive form of securities that they own. Consequently, the
ability to transfer beneficial interests in a Global Note to such Persons will
be limited to that extent. Because DTC can act only on behalf of Participants,
which in turn act on behalf of Indirect Participants, the ability of a Person
having beneficial interests in a Global Note to pledge such interests to Persons
that do not participate in the DTC system, or otherwise take actions in respect
of such interests, may be affected by the lack of a physical certificate
evidencing such interests.

                                      114

    EXCEPT AS DESCRIBED BELOW, OWNERS OF AN INTEREST IN THE GLOBAL NOTES WILL
NOT HAVE EXCHANGE NOTES REGISTERED IN THEIR NAMES, WILL NOT RECEIVE PHYSICAL
DELIVERY OF EXCHANGE NOTES IN CERTIFICATED FORM AND WILL NOT BE CONSIDERED THE
REGISTERED OWNERS OR "HOLDERS" THEREOF UNDER THE INDENTURE FOR ANY PURPOSE.

    Payments in respect of the principal of, and interest and premium and
liquidated damages, if any, on a Global Note registered in the name of DTC or
its nominee will be payable to DTC in its capacity as the registered Holder
under the Indenture. Under the terms of the Indenture, the Company and the
Trustee will treat the Persons in whose names the notes, including the Global
Notes, are registered as the owners thereof for the purpose of receiving
payments and for all other purposes. Consequently, neither the Company, the
Trustee nor any agent of the Company or the Trustee has or will have any
responsibility or liability for:

    (1) any aspect of DTC's records or any Participant's or Indirect
       Participant's records relating to or payments made on account of
       beneficial ownership interest in the Global Notes or for maintaining,
       supervising or reviewing any of DTC's records or any Participant's or
       Indirect Participant's records relating to the beneficial ownership
       interests in the Global Notes; or

    (2) any other matter relating to the actions and practices of DTC or any of
       its Participants or Indirect Participants.

    DTC has advised the Company that its current practice, upon receipt of any
payment in respect of securities such as the exchange notes (including principal
and interest), is to credit the accounts of the relevant Participants with the
payment on the payment date unless DTC has reason to believe it will not receive
payment on such payment date. Each relevant Participant is credited with an
amount proportionate to its beneficial ownership of an interest in the principal
amount of the relevant security as shown on the records of DTC. Payments by the
Participants and the Indirect Participants to the beneficial owners of exchange
notes will be governed by standing instructions and customary practices and will
be the responsibility of the Participants or the Indirect Participants and will
not be the responsibility of DTC, the Trustee or the Company. Neither the
Company nor the Trustee will be liable for any delay by DTC or any of its
Participants in identifying the beneficial owners of the notes, and the Company
and the Trustee may conclusively rely on and will be protected in relying on
instructions from DTC or its nominee for all purposes.

    Transfers between Participants in DTC will be effected in accordance with
DTC's procedures, and will be settled in same-day funds, and transfers between
participants in Euroclear and Clearstream will be effected in accordance with
their respective rules and operating procedures.

    Cross-market transfers between the Participants in DTC, on the one hand, and
Euroclear or Clearstream participants, on the other hand, will be effected
through DTC in accordance with DTC's rules on behalf of Euroclear or
Clearstream, as the case may be, by its respective depositary; however, such
cross-market transactions will require delivery of instructions to Euroclear or
Clearstream, as the case may be, by the counterparty in such system in
accordance with the rules and procedures and within the established deadlines
(Brussels time) of such system. Euroclear or Clearstream, as the case may be,
will, if the transaction meets its settlement requirements, deliver instructions
to its respective depositary to take action to effect final settlement on its
behalf by delivering or receiving interests in the relevant Global Note in DTC,
and making or receiving payment in accordance with normal procedures for
same-day funds settlement applicable to DTC. Euroclear participants and
Clearstream participants may not deliver instructions directly to the
depositories for Euroclear or Clearstream.

    DTC has advised the Company that it will take any action permitted to be
taken by a Holder of notes only at the direction of one or more Participants to
whose account DTC has credited the interests in the Global Notes and only in
respect of such portion of the aggregate principal amount of the notes as to
which such Participant or Participants has or have given such direction.
However, if

                                      115

there is an Event of Default under the notes, DTC reserves the right to exchange
the Global Notes for legended notes in certificated form, and to distribute such
notes to its Participants.

    Although DTC, Euroclear and Clearstream have agreed to the foregoing
procedures to facilitate transfers of interests in the Global Notes among
participants in DTC, Euroclear and Clearstream, they are under no obligation to
perform or to continue to perform such procedures, and may discontinue such
procedures at any time. Neither the Company nor the Trustee nor any of their
respective agents will have any responsibility for the performance by DTC,
Euroclear or Clearstream or their respective Participants or Indirect
Participants of their respective obligations under the rules and procedures
governing their operations.

EXCHANGE OF GLOBAL NOTES FOR CERTIFICATED NOTES

    A Global Note is exchangeable for definitive notes in registered
certificated form ("Certificated Notes") if:

    (1) DTC (a) notifies the Company that it is unwilling or unable to continue
       as depositary for the Global Notes and the Company fails to appoint a
       successor depositary or (b) has ceased to be a clearing agency registered
       under the Exchange Act;

    (2) the Company, at its option, notifies the Trustee in writing that it
       elects to cause the issuance of the Certificated Notes; or

    (3) there shall have occurred and be continuing a Default or Event of
       Default with respect to the notes.

    In addition, beneficial interests in a Global Note may be exchanged for
Certificated Notes upon prior written notice given to the Trustee by or on
behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes
delivered in exchange for any Global Note or beneficial interests in Global
Notes will be registered in the names, and issued in any approved denominations,
requested by or on behalf of the depositary (in accordance with its customary
procedures) and will bear the applicable restrictive legend referred to in
"Notice to Investors," unless that legend is not required by applicable law.

SAME DAY SETTLEMENT AND PAYMENT

    The Company will make payments in respect of the notes represented by the
Global Notes (including principal, premium, if any, interest and liquidated
damages, if any) by wire transfer of immediately available funds to the accounts
specified by the Global Note Holder. The Company will make all payments of
principal, interest and premium and liquidated damages, if any, with respect to
Certificated Notes by wire transfer of immediately available funds to the
accounts specified by the Holders thereof or, if no such account is specified,
by mailing a check to each such Holder's registered address. The notes
represented by the Global Notes are eligible to trade in DTC's Same-Day Funds
Settlement System, and any permitted secondary market trading activity in such
notes will, therefore, be required by DTC to be settled in immediately available
funds. The Company expects that secondary trading in any Certificated Notes will
also be settled in immediately available funds.

    Because of time zone differences, the securities account of a Euroclear or
Clearstream participant purchasing an interest in a Global Note from a
Participant in DTC will be credited, and any such crediting will be reported to
the relevant Euroclear or Clearstream participant, during the securities
settlement processing day (which must be a business day for Euroclear and
Clearstream) immediately following the settlement date of DTC. DTC has advised
the Company that cash received in Euroclear or Clearstream as a result of sales
of interests in a Global Note by or through a Euroclear or Clearstream
participant to a Participant in DTC will be received with value on the
settlement date of

                                      116

DTC but will be available in the relevant Euroclear or Clearstream cash account
only as of the business day for Euroclear or Clearstream following DTC's
settlement date.

CERTAIN DEFINITIONS

    Set forth below are certain defined terms used in the Indenture. Reference
is made to the Indenture for a full disclosure of all such terms, as well as any
other capitalized terms used herein for which no definition is provided.

    "ACQUIRED DEBT" means, with respect to any specified Person:

    (1) Indebtedness of any other Person existing at the time such other Person
       is merged with or into or became a Restricted Subsidiary of such
       specified Person, whether or not such Indebtedness is incurred in
       connection with, or in contemplation of, such other Person merging with
       or into, or becoming a Restricted Subsidiary of, such specified Person;
       and

    (2) Indebtedness secured by a Lien encumbering any asset acquired by such
       specified Person.

    "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" shall have
correlative meanings.

    "ASSET SALE" means:

    (1) the sale, lease, conveyance or other disposition of any assets; PROVIDED
       that the sale, conveyance or other disposition of all or substantially
       all of the assets of OI Group and its Restricted Subsidiaries taken as a
       whole will be governed by the provisions of the Indenture described above
       under the caption "--Certain Covenants--Merger, Consolidation or Sale of
       Assets" and not by the provisions of the Asset Sale covenant; and

    (2) the issuance of Equity Interests by any of OI Group's Restricted
       Subsidiaries or the sale of Equity Interests in any of OI Group's
       Restricted Subsidiaries.

    Notwithstanding the preceding, the following items shall not be deemed to be
Asset Sales:

    (1) any single transaction or series of related transactions that involves
       assets or Equity Interests having a Fair Market Value of less than
       $10.0 million;

    (2) a transfer of assets between or among OI Group and its Restricted
       Subsidiaries;

    (3) an issuance of Equity Interests by a Restricted Subsidiary of OI Group
       to OI Group or to another Restricted Subsidiary of OI Group;

    (4) the sale or lease of equipment, inventory, accounts receivable or other
       assets in the ordinary course of business;

    (5) the sale, lease, conveyance or other disposition of any assets securing
       the Indenture or the Credit Agreement in connection with the enforcement
       of the security interests contained therein pursuant to the terms of the
       Intercreditor Agreement;

    (6) the sale or other disposition of cash or Cash Equivalents;

    (7) a Restricted Payment that is permitted by the covenant described above
       under the caption "--Certain Covenants--Restricted Payments"; and

                                      117

    (8) the exchange of assets held by OI Group or a Restricted Subsidiary of OI
       Group for assets held by any Person or entity (including Equity Interests
       of such Person or entity), provided that (i) the assets received by OI
       Group or such Restricted Subsidiary of OI Group in any such exchange will
       immediately constitute, be part of, or be used in a Permitted Business;
       and (ii) any such assets received are of a comparable Fair Market Value
       to the assets exchanged as determined in good faith by OI Group.

    "BOARD OF DIRECTORS" means:

    (1) with respect to a corporation, the board of directors of the
       corporation;

    (2) with respect to a partnership, the Board of Directors of the general
       partner of the partnership; and

    (3) with respect to any other Person, the board or committee of such Person
       serving a similar function.

    "CAPITAL LEASE OBLIGATION" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at that time be required to be capitalized on a balance sheet in accordance with
GAAP.

    "CAPITAL STOCK" means:

    (1) in the case of a corporation, corporate stock;

    (2) in the case of an association or business entity, any and all shares,
       interests, participations, rights or other equivalents (however
       designated) of corporate stock;

    (3) in the case of a partnership or limited liability company, partnership
       or membership interests (whether general or limited); and

    (4) any other interest or participation that confers on a Person the right
       to receive a share of the profits and losses of, or distributions of
       assets of, the issuing Person.

    "CASH EQUIVALENTs" means:

    (1) United States dollars;

    (2) securities issued or directly and fully guaranteed or insured by the
       United States government or any agency or instrumentality thereof and
       (a) backed by the full faith and credit of the United States or
       (b) having a rating of at least AAA from S&P or at least Aaa from
       Moody's, in each case maturing not more than one year from the date of
       acquisition;

    (3) securities issued by any state of the United States of America or any
       political subdivision of any such state or any public instrumentality
       thereof maturing within one year of the date of acquisition thereof and,
       at the time of acquisition, having the highest rating obtainable from
       either S&P or Moody's;

    (4) certificates of deposit and eurodollar time deposits with maturities of
       one year or less from the date of acquisition, bankers' acceptances with
       maturities not exceeding one year and overnight bank deposits, in each
       case, with any lender under the Credit Agreement or any domestic
       commercial bank having capital and surplus of not less than
       $250.0 million;

    (5) repurchase and reverse repurchase obligations for underlying securities
       of the types described in clauses (2) and (4) above entered into with any
       financial institution meeting the qualifications specified in clause (4)
       above;

    (6) commercial paper having the highest rating obtainable from Moody's or
       S&P and in each case maturing within one year from the date of creation
       thereof; and

                                      118

    (7) money market funds at least 95% of the assets of which constitute Cash
       Equivalents of the kinds described in clauses (1) through (6) of this
       definition or that has a rating of at least AAA from S&P or at least Aaa
       from Moody's.

    "CHANGE OF CONTROL" means the occurrence of any of the following:

    (1) OI Inc. or OI Group becomes aware of (by way of a report or any other
       filing pursuant to Section 13(d) of the Exchange Act, proxy, vote,
       written notice or otherwise) the acquisition by any Person or group
       (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
       Exchange Act, or any successor provision), including any group acting for
       the purpose of acquiring, holding or disposing of securities (within the
       meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the
       Principals and their Related Parties, in a single transaction or in a
       related series of transactions, by way of merger, consolidation or other
       business combination or purchase of beneficial ownership (within the
       meaning of Rule 13d-3 under the Exchange Act, or any successor provision)
       of 35% or more of the total voting power of the Voting Stock of OI Inc.;
       or

    (2) the first day on which a majority of the members of the Board of
       Directors of OI Inc. are not Continuing Directors; or

    (3) the Company consolidates with, or merges with or into, any Person, or
       any Person consolidates with, or merges with or into the Company, in any
       such event pursuant to a transaction in which any of the outstanding
       Voting Stock of the Company or such other Person is converted into or
       exchanged for cash, securities or other property, other than any such
       transaction where (A) the Voting Stock of the Company outstanding
       immediately prior to such transaction is converted into or exchanged for
       Voting Stock (other than Disqualified Stock) of the surviving or
       transferee Person constituting a majority of the outstanding shares of
       such Voting Stock of such surviving or transferee Person (immediately
       after giving effect to such issuance) and (B) immediately after such
       transaction, no "person" or "group" (as such terms are used in
       Section 13(d) and 14(d) of the Exchange Act), other than the Principals
       and their Related Parties, becomes, directly or indirectly, the
       beneficial owner (as defined above) of 35% or more of the voting power of
       all classes of Voting Stock of the Company; or

    (4) the first day on which OI Inc. fails to own 100% of the issued and
       outstanding Equity Interests of OI Group.

    "COLLATERAL" means all of the property from time to time in which Liens are
purported to be granted to secure the notes or Guarantees of the notes pursuant
to the Collateral Documents.

    "COLLATERAL AGENT" shall have the meaning given to it in the Credit
Agreement.

    "COLLATERAL DOCUMENTS" means, collectively, the Intercreditor Agreement, the
Pledge Agreement and the Security Agreement, each as in effect on the Issue Date
and as amended, amended and restated, modified, renewed, replaced or
restructured from time to time and the Mortgages each as in effect on the Issue
Date and any additional Mortgages created from time to time, and as amended,
amended and restated, modified, renewed or replaced from time to time.

    "CONSOLIDATED CASH FLOW" means, with respect to any specified Person for any
period, the Consolidated Net Income of such Person for such period PLUS:

    (1) an amount equal to any extraordinary loss realized by such Person or any
       of its Restricted Subsidiaries in connection with any sale or other
       disposition of assets, to the extent such losses were deducted in
       computing such Consolidated Net Income; PLUS

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    (2) provision for taxes based on income or profits of such Person and its
       Restricted Subsidiaries for such period, to the extent that such
       provision for taxes was deducted in computing such Consolidated Net
       Income; PLUS

    (3) consolidated interest expense of such Person and its Restricted
       Subsidiaries for such period, whether paid or accrued and whether or not
       capitalized (including without limitation amortization of debt issuance
       costs and original issue discount, non-cash interest payments, the
       interest component of any deferred payment obligations, the interest
       component of all payments associated with Capital Lease Obligations,
       commissions, discounts and other fees and charges incurred in respect of
       letter of credit or bankers' acceptance financings, and net of the effect
       of all payments made or received pursuant to Hedging Obligations), to the
       extent that any such expense was deducted in computing such Consolidated
       Net Income; PLUS

    (4) depreciation, amortization (including amortization of goodwill and other
       intangibles but excluding amortization of prepaid cash expenses that were
       paid in a prior period) and other non-cash charges and expenses
       (excluding any amortization of a prepaid cash expense that was paid in a
       prior period) of such Person and its Restricted Subsidiaries for such
       period to the extent that such depreciation, amortization and other
       non-cash charges and expenses were deducted in computing such
       Consolidated Net Income; MINUS

    (5) an amount equal to any extraordinary gain realized by such person or any
       of its Restricted Subsidiaries in connection with any sale or other
       disposition of assets, to the extent such gains were included in
       computing such Consolidated Net Income; MINUS

    (6) pension expenses, retiree medical expenses and any other material
       non-cash items increasing Consolidated Net Income for such period that
       are disclosed in such Person's financial statements, other than accrual
       of revenue in the ordinary course of business, in each case without
       duplication, on a consolidated basis and determined in accordance with
       GAAP; MINUS

    (7) net cash payments to OI Inc. by OI Group for (i) claims of persons for
       exposure to asbestos containing products and expenses related thereto and
       (ii) dividends on any outstanding preferred stock of OI Inc., in each
       case without duplication, on a consolidated basis and determined in
       accordance with GAAP.

    Notwithstanding the preceding, the provision for taxes based on the income
or profits of, and the depreciation, amortization and other non-cash charges and
expenses of, a Restricted Subsidiary of OI Group will be added to Consolidated
Net Income to compute Consolidated Cash Flow of OI Group only to the extent that
a corresponding amount would be permitted at the date of determination to be
dividended to OI Group by such Restricted Subsidiary without prior governmental
approval (that has not been obtained), and would not be prohibited, directly or
indirectly, by the operation of the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Restricted Subsidiary or its stockholders, other
than agreements, instruments, judgments, decrees, orders, statutes, rules and
government regulations existing on the Issue Date.

    "CONSOLIDATED NET INCOME" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

    (1) the Net Income (but not loss) of any Person that is not a Restricted
       Subsidiary or that is accounted for by the equity method of accounting
       will be included only to the extent of the amount of dividends or
       distributions paid in cash to the specified Person or a Wholly Owned
       Restricted Subsidiary of the specified Person;

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    (2) the Net Income of any Restricted Subsidiary will be excluded to the
       extent that the declaration or payment of dividends or similar
       distributions by that Restricted Subsidiary of that Net Income is not at
       the date of determination permitted without any prior governmental
       approval (that has not been obtained) or, is prohibited, directly or
       indirectly, by operation of the terms of its charter or any agreement,
       instrument, judgment, decree, order, statute, rule or governmental
       regulation applicable to that Restricted Subsidiary or its stockholders,
       other than agreements, instruments, judgments, decrees, orders, statutes,
       rules and government regulations existing on the Issue Date;

    (3) the Net Income of any Person acquired in a pooling of interests
       transaction for any period prior to the date of such acquisition will be
       excluded;

    (4) the cumulative effect of a change in accounting principles under GAAP
       will be excluded;

    (5) all extraordinary, unusual or nonrecurring gains and losses (including
       without limitation any one-time costs incurred in connection with
       acquisitions) (together with any related provision for taxes) will be
       excluded;

    (6) any gain or loss (together with any related provision for taxes)
       realized upon the sale or other disposition of any property, plant or
       equipment of the specified Person or its Restricted Subsidiaries
       (including pursuant to any sale and leaseback arrangement) which is not
       sold or otherwise disposed of in the ordinary course of business and any
       gain or loss (together with any related provision for taxes) realized
       upon the sale or other disposition by the specified Person or any
       Restricted Subsidiary of the specified Person of any Capital Stock of any
       Person or any Asset Sale will be excluded to the extent that any such
       gain or loss exceeds $5.0 million with respect to any one occurrence or
       $15.0 million in the aggregate with respect to gains or losses during any
       twelve-month period;

    (7) the Net Income of any Unrestricted Subsidiary will be excluded, whether
       or not distributed to the specified Person or one of its Subsidiaries;
       and

    (8) any deduction for minority owners' interest in earnings of Subsidiaries
       will be excluded.

    "CONTINUING DIRECTORS" means, as of any date of determination, any member of
the Board of Directors of OI Inc., who:

    (1) was a member of such Board of Directors on the date of the Indenture; or

    (2) was nominated for election or elected to such Board of Directors with
       the approval of a majority of the Continuing Directors who were members
       of such Board at the time of such nomination or election.

    "CREDIT AGREEMENT" means that certain Secured Credit Agreement, dated as of
April 23, 2001, by and among the Borrowers named therein, OI Group and
Owens-Illinois General, Inc., as Borrower's Agent, Deutsche Banc Alex. Brown and
Banc of America Securities, LLC, as Joint Lead Arrangers and Joint Book
Managers, Deutsche Bank AG, London Branch, as UK Administrative Agent, Bankers
Trust Company, as Administrative Agent, and the other Agents and the other
Lenders named therein, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, amended and restated, modified, renewed, refunded,
replaced, substituted or refinanced or otherwise restructured (including but not
limited to, the inclusion of additional borrowers thereunder) from time to time.

    "CREDIT AGREEMENT DOMESTIC BORROWERS" means the Company, OI General
FTS Inc. and OI Plastic Products FTS Inc., to the extent at the time of
determination such entity is a borrower under the Credit Agreement and any other
Domestic Subsidiary of OI Group that is, at the relevant time, a borrower under
the Credit Agreement.

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    "CREDIT FACILITIES" means (1) one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities, in
each case with banks or other lenders providing for revolving credit loans, term
loans, bankers acceptances, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced, refinanced or
otherwise restructured in whole or in part from time to time (collectively,
"Bank Facilities"); and (2) notes, debentures or other financing instruments or
any combination thereof incurred after the Issue Date ("Non-Bank Refinancing"),
including any refinancing thereof, to the extent such Non-Bank Refinancing
replaces, refinances or otherwise restructures Indebtedness under Credit
Facilities PROVIDED that after giving effect to the issuance and use of proceeds
of such Non-Bank Refinancing, OI Group and/or its Restricted Subsidiaries will
have available borrowings under the Bank Facilities of at least $2.5 billion.

    "DEFAULT" means any event that is, or with the passage of time or the giving
of notice or both would be, an Event of Default.

    "DESIGNATED NONCASH CONSIDERATION" means the noncash consideration received
by OI Group or one of its Restricted Subsidiaries in connection with an Asset
Sale that is so designated as Designated Noncash Consideration pursuant to an
Officers' Certificate setting forth the basis of such valuation, executed by an
officer of OI Group or the Company, less the amount of cash or Cash Equivalents
received in connection with a subsequent sale of such Designated Noncash
Consideration.

    "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the Holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable (other than as a
result of a change of control or asset sale), pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the Holder thereof
(other than as a result of a change of control or asset sale), in whole or in
part, on or prior to the date that is 91 days after the date on which the notes
mature or are no longer outstanding. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
Holders thereof have the right to require OI Group or the Company to repurchase
such Capital Stock upon the occurrence of a change of control or an asset sale
shall not constitute Disqualified Stock if the terms of such Capital Stock
provide that OI Group or the Company may not repurchase or redeem any such
Capital Stock pursuant to such provisions unless such repurchase or redemption
complies with the covenant described above under the caption "--Certain
Covenants--Restricted Payments."

    "DOMESTIC SUBSIDIARY" means any Restricted Subsidiary of OI Group other than
a Foreign Subsidiary.

    "EQUITY INTERESTS" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

    "EQUITY OFFERING" means any public or private sale of common stock (other
than Disqualified Stock) of OI Inc. (other than public offerings with respect to
common stock registered on Form S-8 or otherwise relating to equity securities
issuable under any employee benefit plan of OI Inc.).

    "EXISTING INDEBTEDNESS" means the aggregate principal or commitment amount
of Indebtedness of OI Group and its Subsidiaries (other than Indebtedness under
the Credit Agreement) in existence on the date of the Indenture, until such
amounts are repaid or terminated.

    "EXISTING IRBS" means the Holmes County Ohio 5.85% Industrial Revenue Bonds
due 2007, the Kansas City, Missouri Industrial Development Revenue Bonds due
2008 and the City of Mentor, Ohio Industrial Development Bonds due 2004, and any
extensions, renewals or refinancings thereof to the extent that such extensions,
renewals and refinancings thereof do not result in an increase in the aggregate
principal amount of such Existing IRBs.

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    "FAIR MARKET VALUE" means, with respect to any asset or property, the price
which could be negotiated in an arm's-length transaction, for cash, between a
willing seller and a willing and able buyer, neither of whom is under pressure
or compulsion to complete the transaction.

    "FIXED CHARGE COVERAGE RATIO" means with respect to any specified Person and
its Restricted Subsidiaries for any period, the ratio of the Consolidated Cash
Flow of such Person and its Restricted Subsidiaries for such period to the Fixed
Charges of such Person and its Restricted Subsidiaries for such period. In the
event that the specified Person or any of its Restricted Subsidiaries incurs,
assumes, guarantees, repays, repurchases or redeems any Indebtedness or issues,
repurchases or redeems preferred stock subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated and on or
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or
such issuance, repurchase or redemption of preferred stock, and the use of the
proceeds therefrom as if the same had occurred at the beginning of the
applicable four-quarter reference period.

    In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

    (1) acquisitions and dispositions that have been made by the specified
       Person or any of its Restricted Subsidiaries, including through mergers
       or consolidations and including any related financing transactions,
       during the four-quarter reference period or subsequent to such reference
       period and on or prior to the Calculation Date shall be given pro forma
       effect as if they had occurred on the first day of the four-quarter
       reference period and Consolidated Cash Flow for such reference period
       shall be calculated on a pro forma basis in accordance with
       Regulation S-X under the Securities Act;

    (2) the Consolidated Cash Flow attributable to discontinued operations, as
       determined in accordance with GAAP, and operations or businesses disposed
       of prior to the Calculation Date, shall be excluded;

    (3) the Fixed Charges attributable to discontinued operations, as determined
       in accordance with GAAP, and operations or businesses disposed of prior
       to the Calculation Date, shall be excluded, but only to the extent that
       the obligations giving rise to such Fixed Charges will not be obligations
       of the specified Person or any of its Subsidiaries following the
       Calculation Date;

    (4) the consolidated interest expense attributable to interest on any
       Indebtedness computed on a pro forma basis and (a) bearing a floating
       interest rate shall be computed as if the rate in effect on the date of
       computation had been the applicable rate for the entire period and
       (b) that was not outstanding during the period for which the computation
       is being made but which bears, at the option of such Person, a fixed or
       floating rate of interest, shall be computed by applying at the option of
       such Person either the fixed or floating rate; and

    (5) the consolidated interest expense attributable to interest on any
       working capital borrowings under a revolving credit facility computed on
       a pro forma basis shall be computed based upon the average daily balance
       of such working capital borrowings during the applicable period.

    "FIXED CHARGES" means, with respect to any specified Person and its
Restricted Subsidiaries for any period, the sum, without duplication, of:

    (1) the consolidated interest expense of such Person and its Restricted
       Subsidiaries for such period, whether paid or accrued, including, without
       limitation, amortization of debt issuance costs and original issue
       discount, non-cash interest payments, the interest component of any
       deferred payment obligations, the interest component of all payments
       associated with Capital Lease Obligations, imputed interest with respect
       to attributable debt, commissions, discounts

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       and other fees and charges incurred in respect of letter of credit or
       bankers' acceptance financings, and net of the effect of all payments
       made or received pursuant to Hedging Obligations; PLUS

    (2) the consolidated interest of such Person and its Restricted Subsidiaries
       that was capitalized during such period; PLUS

    (3) interest actually paid by the Company or any such Restricted Subsidiary
       under any Guarantee of Indebtedness or other obligation of any other
       Person; PLUS

    (4) the product of (a) all dividends, whether paid or accrued and whether or
       not in cash, on any series of Disqualified Stock or preferred stock of
       such Person or any of its Restricted Subsidiaries, other than dividends
       on Equity Interests payable solely in Equity Interests of OI Group (other
       than Disqualified Stock) or to OI Group or a Restricted Subsidiary of OI
       Group, times (b) a fraction, the numerator of which is one and the
       denominator of which is one minus the then current combined federal,
       state and local statutory tax rate of such Person, expressed as a
       decimal, in each case, on a consolidated basis and in accordance with
       GAAP.

    "FOREIGN SUBSIDIARY" means any Restricted Subsidiary of OI Group which is
organized under the laws of a jurisdiction other than the United States of
America or any State thereof.

    "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the Issue Date.

    "GOVERNMENT SECURITIES" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

    "GUARANTEE" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, through letters of credit
or reimbursement agreements in respect thereof, of all or any part of any
Indebtedness.

    "GUARANTORS" means:

    (1) OI Group;

    (2) each direct or indirect Domestic Subsidiary of OI Group (other than the
       Company) that guarantees the Credit Agreement as of the date of the
       Indenture; and

    (3) each future direct or indirect Domestic Subsidiary of OI Group that
       guarantees the Credit Agreement and executes a Guarantee of the notes in
       accordance with the provisions of the Indenture;

and their respective successors and assigns.

    "HEDGING OBLIGATIONS" means, with respect to any specified Person, the
obligations of such Person under:

    (1) interest rate swap agreements, interest rate cap agreements interest
       rate collar agreements and other agreements or arrangements designed to
       protect such Person against fluctuations in interest rates;

    (2) currency exchange swap agreements, currency exchange cap agreements,
       currency exchange collar agreements and other agreements or arrangements
       designed to protect such Person against fluctuations in currency values;
       and

                                      124

    (3) commodity swap agreements; commodity cap agreements, commodity collar
       agreements and other agreements or arrangements designed to protect such
       Person against fluctuations in commodity prices.

    "HOLDER" means a Person in whose name a note is registered on the
registrar's books.

    "INDEBTEDNESS" means, with respect to any specified Person, any indebtedness
of such Person, whether or not contingent, in respect of:

    (1) borrowed money;

    (2) evidenced by bonds, notes, debentures or similar instruments or letters
       of credit (or reimbursement agreements in respect thereof);

    (3) banker's acceptances;

    (4) representing Capital Lease Obligations;

    (5) the balance deferred and unpaid of the purchase price of any property,
       except any such balance that constitutes an accrued liability or trade
       payable; or

    (6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes the lesser of the Fair Market Value on the date of
incurrence of any asset of the specified Person subject to a Lien securing the
Indebtedness of others and the amount of such Indebtedness secured and, to the
extent not otherwise included, the Guarantee by the specified Person of any
indebtedness of any other Person.

    The amount of any Indebtedness outstanding as of any date shall be:

    (1) the accreted value thereof, in the case of any Indebtedness issued with
       original issue discount; and

    (2) the principal amount thereof, in the case of any other Indebtedness.

    "INTERCOMPANY INDEBTEDNESS" means any Indebtedness of OI Group or any
Subsidiary of OI Group which, in the case of OI Group, is owing to OI Inc. or
any Subsidiary of OI Group and, in the case of any Subsidiary of OI Group, is
owing to OI Group or any other Subsidiary of OI Group.

    "INTERCREDITOR AGREEMENT" means the intercreditor agreement, dated as of
April 23, 2001, by and among Bankers Trust Company, as administrative agent for
the lenders party to the Credit Agreement, Bankers Trust Company, as Collateral
Agent and any other parties thereto, as amended, amended and restated or
otherwise modified from time to time.

    "INVESTMENT GRADE PERMITTED LIENS" means:

    (1) Liens arising under the Collateral Documents other than Liens securing
       the OI Inc. Senior Notes on the Issue Date;

    (2) Liens incurred after the Issue Date on the assets (including shares of
       Capital Stock and Indebtedness) of OI Group or any Domestic Subsidiary of
       OI Group; PROVIDED, HOWEVER, that the aggregate amount of Indebtedness
       and other obligations at any time outstanding secured by such Liens
       pursuant to clause (1) above and this clause (2) shall not exceed the sum
       of $5.5 billion plus 50% of Tangible Assets acquired by the Company or
       any Domestic Subsidiary after the Issue Date;

    (3) Liens in favor of OI Group or any Domestic Subsidiary of OI Group;

    (4) Liens on property or shares of capital stock of a Person existing at the
       time such Person is merged with or into or consolidated with OI Group or
       any Domestic Subsidiary of OI Group;

                                      125

       PROVIDED that such Liens were not incurred in connection with or in
       contemplation of such merger or consolidation and do not extend to any
       assets other than those of the Person merged into or consolidated with OI
       Group or the Domestic Subsidiary;

    (5) Liens on property or shares of capital stock existing at the time of
       acquisition thereof by OI Group or any Domestic Subsidiary of OI Group,
       PROVIDED that such Liens were not incurred in connection with or in
       contemplation of such acquisition and do not extend to any property other
       than the property so acquired by OI Group or the Domestic Subsidiary;

    (6) Liens (including extensions and renewals thereof) upon real or personal
       (whether tangible or intangible) property acquired after the Issue Date,
       PROVIDED that:

       (a) such Lien is created solely for the purpose of securing Indebtedness
           incurred to finance all or any part of the purchase price or cost of
           construction or improvement of property, plant or equipment subject
           thereto and such Lien is created prior to, at the time of or within
           12 months after the later of the acquisition, the completion of
           construction or the commencement of full operation of such property,
           plant or equipment or to refinance any such Indebtedness previously
           so secured;

       (b) the principal amount of the Indebtedness secured by such Lien does
           not exceed 100% of such cost; and

       (c) any such Lien shall not extend to or cover any property or assets
           other than such item of property or assets and any improvements on
           such item;

    (7) Liens to secure any Capital Lease Obligation or operating lease;

    (8) Liens encumbering customary initial deposits and margin deposits;

    (9) Liens securing Indebtedness under Hedging Obligations;

    (10) Liens arising out of conditional sale, title retention, consignment or
       similar arrangements for the sale of goods entered into by OI Group or
       any of its Domestic Subsidiaries in the ordinary course of business of OI
       Group and its Domestic Subsidiaries;

    (11) Liens on or sales of receivables and customary cash reserves
       established in connection therewith;

    (12) Liens securing OI Group's or any of its Domestic Subsidiary's
       obligations in respect of bankers' acceptances issued or created to
       facilitate the purchase, shipment or storage of inventory or other goods;
       and

    (13) Liens for taxes, assessments or governmental charges or claims that are
       not yet delinquent or that are being contested in good faith by
       appropriate proceedings promptly instituted and diligently concluded,
       PROVIDED that any reserve or other appropriate provision as shall be
       required in conformity with GAAP shall have been made therefor.

    "INVESTMENT GRADE RATINGS" means a debt rating of the notes of BBB- or
higher by S&P and Baa3 or higher by Moody's or the equivalent of such ratings by
S&P or Moody's or in the event S&P or Moody's shall cease rating the notes and
the Company shall select any other Rating Agency, the equivalent of such ratings
by such other Rating Agency.

    "INVESTMENTS" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons in the forms of loans (including
Guarantees thereof), advances or capital contributions (excluding commission,
travel and similar advances to officers and employees made in the ordinary
course of business), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities, together with all items that
are or would be classified as investments on a balance sheet prepared in
accordance with GAAP. If OI Group or any Restricted Subsidiary of OI Group sells
or otherwise disposes of any Equity Interests of any direct or indirect
Restricted Subsidiary of OI

                                      126

Group such that, after giving effect to any such sale or disposition, such
Person is no longer a Restricted Subsidiary of OI Group, OI Group shall be
deemed to have made an Investment on the date of any such sale or disposition
equal to the Fair Market Value of the Equity Interests of such Restricted
Subsidiary not sold or disposed of in an amount determined as provided in the
final paragraph of the covenant described above under the caption "--Certain
Covenants--Restricted Payments." The acquisition by OI Group or any Restricted
Subsidiary of OI Group of a Person that holds an Investment in a third Person
shall be deemed to be an Investment by OI Group or such Restricted Subsidiary in
such third Person in an amount equal to the Fair Market Value of the Investment
held by the acquired Person in such third Person in an amount determined as
provided in the final paragraph of the covenant described above under the
caption "--Certain Covenants--Restricted Payments."

    "ISSUE DATE" means January 24, 2002, the date of the original issuance of
the private notes.

    "KKR" means Kohlberg Kravis Roberts & Co., L.P., a Delaware limited
partnership.

    "LIEN" means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law, including
any conditional sale or other title retention agreement, any lease in the nature
thereof, any agreement to give a security interest in and any filing of or
agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction.

    "MOODY'S" means Moody's Investors Service, Inc. or any successor rating
agency.

    "MORTGAGES" means mortgages as defined under the Credit Agreement securing
real property in the United States of America.

    "NET INCOME" means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends.

    "NET PROCEEDS" means the aggregate cash proceeds received by OI Group or any
of its Restricted Subsidiaries in respect of any Asset Sale (including, without
limitation, any cash received upon the sale or other disposition of any non-cash
consideration received in any Asset Sale), net of any bona fide direct costs
relating to such Asset Sale, including, without limitation, reasonable legal,
accounting and investment banking fees, reasonable sales commissions, any
reasonable relocation expenses incurred as a result thereof, taxes paid or
payable as a result thereof, in each case, after taking into account any
available tax credits or deductions and any tax sharing arrangements, and
amounts required to be applied to the repayment of Indebtedness that is paid
with the proceeds of such Asset Sale and any reasonable reserve for adjustment
in respect of the sale price of such asset or assets established in accordance
with GAAP and for the after-tax cost of any indemnification payments (fixed and
contingent) attributable to sellers' indemnities to the purchaser.

    "NON-RECOURSE DEBT" means Indebtedness:

    (1) as to which neither OI Group nor any of its Restricted Subsidiaries
       (a) provides credit support of any kind (including any undertaking,
       agreement or instrument that would constitute Indebtedness), (b) is
       directly or indirectly liable as a guarantor or otherwise, or
       (c) constitutes the lender;

    (2) no default with respect to which (including any rights that the Holders
       thereof may have to take enforcement action against an Unrestricted
       Subsidiary) would permit upon notice, lapse of time or both any Holder of
       any other Indebtedness of OI Group or any of its Restricted Subsidiaries
       to declare a default on such other Indebtedness or cause the payment
       thereof to be accelerated or payable prior to its stated maturity; and

    (3) as to which the lenders have been notified in writing that they will not
       have any recourse to the stock or assets of OI Group or any of its
       Restricted Subsidiaries.

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    "OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

    "OFFSHORE COLLATERAL DOCUMENTS" means the Offshore Security Agreements and
the Mortgages securing real property outside of the United States of America.

    "OFFSHORE SECURITY AGREEMENTS" has the meaning assigned to such term in the
Credit Agreement.

    "OI INC. ORDINARY COURSE PAYMENTS" means dividends or other distributions
by, or payments of Intercompany Indebtedness from, OI Group to OI Inc. necessary
to permit OI Inc. to pay any of the following items which are then due and
payable: (i) Permitted OI Inc. Debt Obligations; (ii) claims of persons for
exposure to asbestos-containing products and expenses related thereto;
(iii) consolidated tax liabilities of OI Inc. and its Subsidiaries; and
(iv) general administrative costs and other on-going expenses of OI Inc. in the
ordinary course of business consistent with past practices.

    "OI INC. SENIOR NOTES" means the Indebtedness of OI Inc. outstanding as of
any date pursuant to its $300.0 million aggregate principal amount of 7.85%
Senior Notes due 2004, $350.0 million aggregate principal amount of 7.15% Senior
Notes due 2005, $300.0 million aggregate principal amount of 8.10% Senior Notes
due 2007, $250.0 million aggregate principal amount of 7.35% Senior Notes due
2008, $250.0 million aggregate principal amount of 7.50% Senior Debentures due
2010, and $250.0 million aggregate principal amount of 7.80% Senior Debentures
due 2018.

    "PERMITTED BUSINESS" means any business conducted or proposed to be
conducted (as described in the offering memorandum relating to the private
notes) by OI Group and its Restricted Subsidiaries on the date of the Indenture
and other businesses reasonably related or ancillary thereto.

    "PERMITTED INVESTMENTS" means:

    (1) any Investment in the Company, OI Group or in a Restricted Subsidiary of
       OI Group;

    (2) any Investment in cash or Cash Equivalents and, with respect to Foreign
       Subsidiaries, short term Investments similar to Cash Equivalents
       customarily used in the countries in which such Foreign Subsidiaries are
       located;

    (3) any Investment by OI Group or any Restricted Subsidiary of OI Group in a
       Person, if as a result of such Investment:

       (a) such Person becomes a Restricted Subsidiary of OI Group; or

       (b) such Person is merged, consolidated or amalgamated with or into, or
           transfers or conveys substantially all of its assets to, or is
           liquidated into, OI Group or a Restricted Subsidiary of OI Group;

    (4) any Investment made as a result of the receipt of non-cash consideration
       from an Asset Sale that was made pursuant to and in compliance with the
       covenant described above under the caption "--Repurchase at the Option of
       Holders--Asset Sales";

    (5) any acquisition of assets solely in exchange for the issuance of Equity
       Interests (other than Disqualified Stock) of OI Inc., the Company or OI
       Group;

    (6) Hedging Obligations;

    (7) advances to employees, officers and directors not in excess of
       $2.0 million outstanding at any one time, in the aggregate;

    (8) obligations of employees, officers and directors, not in excess of
       $2.0 million outstanding at any one time, in the aggregate, in connection
       with such employees', officers' or directors' acquisition of shares of
       OI Inc. common stock, so long as no cash is actually advanced to such
       employees, officers or directors in connection with the acquisition of
       any such shares;

    (9) any Investment existing on the Issue Date; and

                                      128

    (10) other Investments in any Person having an aggregate Fair Market Value
       (measured on the date each such Investment was made and without giving
       effect to subsequent changes in value), when taken together with all
       other such Investments outstanding at any such time, not to exceed
       $150.0 million.

    "PERMITTED LIENS" means:

    (1) Liens arising under the Collateral Documents other than Liens securing
       the OI Inc. Senior Notes on the Issue Date;

    (2) Liens incurred after the Issue Date on the assets (including shares of
       Capital Stock and Indebtedness) of OI Group or any Restricted Subsidiary
       of OI Group; PROVIDED, HOWEVER, that the aggregate amount of Indebtedness
       and other obligations at any time outstanding secured by such Liens
       pursuant to clause (1) above and this clause (2) shall not exceed the sum
       of $5.5 billion plus 50% of Tangible Assets acquired by the Company or
       any Guarantor or that are owned by any Restricted Subsidiary that becomes
       a Guarantor after the Issue Date;

    (3) Liens in favor of OI Group or any Restricted Subsidiary of OI Group;

    (4) Liens on property or shares of capital stock of a Person existing at the
       time such Person is merged with or into or consolidated with OI Group or
       any Restricted Subsidiary of OI Group; PROVIDED that such Liens were not
       incurred in connection with or in contemplation of such merger or
       consolidation and do not extend to any assets other than those of the
       Person merged into or consolidated with OI Group or the Restricted
       Subsidiary;

    (5) Liens on property or shares of capital stock existing at the time of
       acquisition thereof by OI Group or any Restricted Subsidiary of OI Group,
       PROVIDED that such Liens were not incurred in connection with or in
       contemplation of such acquisition and do not extend to any property other
       than the property so acquired by OI Group or the Restricted Subsidiary;

    (6) Liens on property or shares of capital stock of any Foreign Subsidiary,
       including shares of capital stock of any Foreign Subsidiary owned by a
       Domestic Subsidiary, to secure Indebtedness of a Foreign Subsidiary
       permitted to be incurred under the Indenture;

    (7) Liens (including extensions and renewals thereof) upon real or personal
       (whether tangible or intangible) property acquired after the Issue Date,
       PROVIDED that:

       (a) such Lien is created solely for the purpose of securing Indebtedness
           incurred to finance all or any part of the purchase price or cost of
           construction or improvement of property, plant or equipment subject
           thereto and such Lien is created prior to, at the time of or within
           12 months after the later of the acquisition, the completion of
           construction or the commencement of full operation of such property,
           plant or equipment or to refinance any such Indebtedness previously
           so secured;

       (b) the principal amount of the Indebtedness secured by such Lien does
           not exceed 100% of such cost; and

       (c) any such Lien shall not extend to or cover any property or assets
           other than such item of property or assets and any improvements on
           such item;

    (8) Liens to secure any Capital Lease Obligation or operating lease;

    (9) Liens encumbering customary initial deposits and margin deposits;

    (10) Liens securing Indebtedness under Hedging Obligations;

    (11) Liens arising out of conditional sale, title retention, consignment or
       similar arrangements for the sale of goods entered into by OI Group or
       any of its Restricted Subsidiaries in the ordinary course of business of
       OI Group and its Restricted Subsidiaries;

                                      129

    (12) Liens on or sales of receivables and customary cash reserves
       established in connection therewith;

    (13) Liens securing OI Group's or any of its Restricted Subsidiaries'
       obligations in respect of bankers' acceptances issued or created to
       facilitate the purchase, shipment or storage of inventory or other goods;
       and

    (14) Liens for taxes, assessments or governmental charges or claims that are
       not yet delinquent or that are being contested in good faith by
       appropriate proceedings promptly instituted and diligently concluded,
       PROVIDED that any reserve or other appropriate provision as shall be
       required in conformity with GAAP shall have been made therefor.

    "PERMITTED OI INC. DEBT OBLIGATIONS" means Obligations with respect to the
OI Inc. Senior Notes and any refinancings of the $300.0 million aggregate
principal amount of 7.85% Senior Notes due 2004, the $350.0 million aggregate
principal amount of 7.15% Senior Notes due 2005 of OI Inc., the $300.0 million
aggregate principal amount of 8.10% Senior Notes due 2007, the $250.0 million
aggregate principal amount of 7.35% Senior Notes due 2008 and the
$250.0 million aggregate principal amount of 7.50% Senior Debentures due 2010,
and the Existing IRBs and up to an additional $50.0 million of IRB financing.

    "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of OI Group or
any of its Restricted Subsidiaries issued in exchange for, or the net proceeds
of which are used to extend, refinance, renew, replace, defease or refund such
other Indebtedness of OI Group or any of its Restricted Subsidiaries (other than
Intercompany Indebtedness); PROVIDED that:

    (1) the principal amount (or accreted value, if applicable) of such
       Permitted Refinancing Indebtedness does not exceed the principal or
       commitment amount (or accreted value, if applicable) of the Indebtedness
       so extended, refinanced, renewed, replaced, defeased or refunded (plus
       all accrued interest thereon and the amount of any premiums necessary to
       accomplish such refinancing and such expenses incurred in connection
       therewith);

    (2) such Permitted Refinancing Indebtedness has a final maturity date later
       than the final maturity date of, and has a Weighted Average Life to
       Maturity equal to or greater than the Weighted Average Life to Maturity
       of, the Indebtedness being extended, refinanced, renewed, replaced,
       defeased or refunded; and

    (3) if the Indebtedness being extended, refinanced, renewed, replaced,
       defeased or refunded is subordinated in right of payment to the notes,
       such Permitted Refinancing Indebtedness has a final maturity date later
       than the final maturity date of, and is subordinated in right of payment
       to, the notes on terms at least as favorable to the Holders of notes as
       those contained in the documentation governing the Indebtedness being
       extended, refinanced, renewed, replaced, defeased or refunded.

    "PERSON" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

    "PLEDGE AGREEMENT" means the Pledge Agreement, dated as of April 23, 2001,
between OI Group, OI Packaging, and Bankers Trust Company, as Collateral Agent,
as amended, amended and restated or otherwise modified from time to time.

    "PRINCIPALS" means KKR and its Affiliates.

    "RATING AGENCY" means any of:

    (1) S&P;

    (2) Moody's; or

                                      130

    (3) if S&P or Moody's or both shall not make a rating of the notes publicly
       available, a security rating agency or agencies, as the case may be,
       nationally recognized in the United States, selected by the Company,
       which shall be substituted for S&P or Moody's or both, as the case may
       be, and, in each case, any successors thereto.

    "RELATED PARTY" means:

    (1) any controlling stockholder, partner, member, 80% (or more) owned
       Subsidiary, or immediate family member (in the case of an individual) of
       any Principal; or

    (2) any trust, corporation, partnership or other entity, the beneficiaries,
       stockholders, partners, owners or Persons beneficially holding an 80% or
       more controlling interest of which consist of any one or more Principals
       and/or such other Persons referred to in the immediately preceding
       clause (1).

    "RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.

    "RESTRICTED SUBSIDIARY" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

    "S&P" means Standard & Poor's Ratings Services, a division of McGraw
Hill Inc., a New York corporation, or any successor rating agency.

    "SECURITY AGREEMENT" means the Security Agreement, dated as of April 23,
2001, entered into by and among OI Group, each of the direct and indirect
subsidiaries of OI Group signatory thereto, each additional grantor that may
become a party thereof, and Bankers Trust Company, as Collateral Agent, as
amended, amended and restated, or otherwise modified from time to time.

    "SIGNIFICANT SUBSIDIARY" means any Restricted Subsidiary of OI Group that
would be a "significant subsidiary" as defined in Article I, Rule 1-02 of
Regulation S-X promulgated pursuant to the Securities Act, as such Regulation is
in effect as of the date of the Indenture.

    "STATED MATURITY" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

    "SUBSIDIARY" means, with respect to any specified Person:

    (1) any corporation, association or other business entity of which more than
       50% of the total voting power of shares of Capital Stock entitled
       (without regard to the occurrence of any contingency) to vote in the
       election of directors, managers or trustees thereof is at the time owned
       or controlled, directly or indirectly, by such Person or one or more of
       the other Subsidiaries of that Person (or a combination thereof); and

    (2) any partnership (a) the sole general partner or the managing general
       partner of which is such Person or a Subsidiary of such Person or
       (b) the only general partners of which are such Person or one or more
       Subsidiaries of such Person (or any combination thereof).

    "TANGIBLE ASSETS" means the total consolidated assets, LESS goodwill and
intangibles, of OI Group and its Restricted Subsidiaries, as shown on the most
recent balance sheet of OI Group.

    "UNRESTRICTED SUBSIDIARY" means any Subsidiary of OI Group that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary:

    (1) has no Indebtedness other than Non-Recourse Debt;

                                      131

    (2) is not party to any agreement, contract, arrangement or understanding
       with OI Group or any Restricted Subsidiary of OI Group unless the terms
       of any such agreement, contract, arrangement or understanding are no less
       favorable to OI Group or such Restricted Subsidiary than those that might
       be obtained at the time from Persons who are not Affiliates of OI Group;

    (3) is a Person with respect to which neither OI Group nor any of its
       Restricted Subsidiaries has any direct or indirect obligation (a) to
       subscribe for additional Equity Interests or (b) to maintain or preserve
       such Person's financial condition or to cause such Person to achieve any
       specified levels of operating results;

    (4) has not guaranteed or otherwise directly or indirectly provided credit
       support for any Indebtedness of OI Group or any of its Restricted
       Subsidiaries; and

    (5) has at least one director on its Board of Directors that is not a
       director or executive officer of OI Group or any of its Restricted
       Subsidiaries and has at least one executive officer that is not a
       director or executive officer of OI Group or any of its Restricted
       Subsidiaries.

    Any designation of a Restricted Subsidiary of OI Group as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
preceding conditions and was permitted by the covenant described above under the
caption "--Certain Covenants--Restricted Payments." If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary
shall be deemed to be incurred by a Restricted Subsidiary of OI Group as of such
date and, if such Indebtedness is not permitted to be incurred as of such date
under the covenant described under the caption "--Certain Covenants--Incurrence
of Indebtedness and Issuance of Preferred Stock," OI Group shall be in default
of such covenant.

    "VOTING STOCK" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

    "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:

    (1) the sum of the products obtained by multiplying (a) the amount of each
       then remaining installment, sinking fund, serial maturity or other
       required payments of principal, including payment at final maturity, in
       respect thereof, by (b) the number of years (calculated to the nearest
       one-twelfth) that will elapse between such date and the making of such
       payment; by

    (2) the then outstanding principal amount of such Indebtedness.

    "WHOLLY OWNED RESTRICTED SUBSIDIARY" of any specified Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors' qualifying shares)
shall at the time be owned by such Person and/or by one or more Wholly Owned
Restricted Subsidiaries of such Person.

                                      132

                 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

    The following is a summary of the material United States federal income tax
considerations relating to the exchange your private notes for exchange notes in
the exchange offer, but does not purport to be a complete analysis of all the
potential tax considerations relating thereto. This summary is based on laws,
regulations, rulings and decisions now in effect, all of which are subject to
change or differing interpretation possibly with retroactive effect. We have not
sought any ruling from the Internal Revenue Service or an opinion of counsel
with respect to the statements made and the conclusions reached in the following
summary, and there can be no assurance that the Internal Revenue Service will
agree with such statements and conclusions.

    This discussion only applies to you if you exchange your private notes for
exchange notes in the exchange offer. This discussion also does not address the
tax considerations arising under the laws of any foreign, state or local
jurisdiction. In addition, this discussion does not address all tax
considerations applicable to your particular circumstances or if you are subject
to special tax rules, including, without limitation, if you are:

    - a bank;

    - a holder subject to the alternative minimum tax;

    - a tax-exempt organization;

    - an insurance company;

    - a foreign person or entity;

    - a dealer in securities or currencies;

    - a person that will hold notes as a position in a hedging transaction,
      "straddle" or "conversion transaction" for tax purposes; or

    - a person deemed to sell notes under the constructive sale provisions of
      the Internal Revenue Code.

    YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF
THE UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION AS WELL
AS ANY TAX CONSEQUENCES ARISING UNDER THE FEDERAL ESTATE OR GIFT TAX RULES OR
UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR
UNDER ANY APPLICABLE TAX TREATY.

    The exchange of private notes for exchange notes will be treated as a
"non-event" for federal income tax purposes because the exchange notes will not
be considered to differ materially in kind or extent from the private notes. As
a result, no material federal income tax consequences will result to you from
exchanging private notes for exchange notes.

                              PLAN OF DISTRIBUTION

    Each broker-dealer that receives exchange notes for its own account pursuant
to the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of the exchange notes. Broker-dealers may use this
prospectus, as it may be amended or supplemented from time to time, in
connection with the resale of exchange notes received in exchange for private
notes where the broker-dealer acquired the private notes as a result of
market-making activities or other trading activities. We have agreed that for a
period of up to 90 days after the date that this registration statement is
declared effective by the SEC, we will make this prospectus, as amended or
supplemented, available to any broker-dealer that requests it in the letter of
transmittal for use in connection with any such resale.

                                      133

    We will not receive any proceeds from any sale of exchange notes by
broker-dealers or any other persons. Broker-dealers may sell exchange notes
received by broker-dealers for their own account pursuant to the exchange offer
from time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the exchange notes or
a combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to the prevailing market prices or negotiated
prices. Broker-dealers may resell exchange notes directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from any broker-dealer and/or the purchasers of the
exchange notes. Any broker-dealer that resells exchange notes that were received
by it for its own account pursuant to the exchange offer and any broker or
dealer that participates in a distribution of the exchange notes may be deemed
to be "underwriters" within the meaning of the Securities Act and any profit on
any resale of exchange notes and any commissions or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act. The letter of transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a broker-dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

    We have agreed to pay all expenses incident to our performance of, or
compliance with, the registration rights agreement and will indemnify the
holders of the notes (including any broker-dealers) against liabilities under
the Securities Act.

    By its acceptance of the exchange offer, any broker-dealer that receives
exchange notes pursuant to the exchange offer agrees to notify us before using
the prospectus in connection with the sale or transfer of exchange notes. The
broker-dealer further acknowledges and agrees that, upon receipt of notice from
us of the happening of any event which makes any statement in the prospectus
untrue in any material respect or which requires the making of any changes in
the prospectus to make the statements in the prospectus not misleading or which
may impose upon us disclosure obligations that my have a material adverse effect
on us, which notice we agree to deliver promptly to the broker-dealer, the
broker-dealer will suspend use of the prospectus until we have notified the
broker-dealer that delivery of the prospectus may resume and have furnished
copies of any amendment or supplement to the prospectus to the broker-dealer.

                                      134

                                 LEGAL MATTERS

    Certain legal matters with regard to the validity of the notes will be
passed upon for us and the guarantors by Latham & Watkins, San Francisco,
California. Certain partners and former partners of Latham & Watkins, members of
their families and related persons indirectly own less than 1% of the
outstanding shares of common stock of OI Inc.

                                    EXPERTS

    The consolidated financial statements of Owens-Illinois Group, Inc.,
Owens-Brockway Packaging Inc., Owens-Brockway Glass Container Inc., and OI
Plastic Products FTS Inc., at December 31, 2001 and 2000 and for each of the
three years in the period ended December 31, 2001 and the financial statement
schedule of Owens-Illinois Group, Inc., all appearing in this Prospectus and
Registration Statement, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon appearing elsewhere herein, and
are included in reliance upon such reports given on the authority of such firm
as experts in accounting and auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

    This prospectus is part of a registration statement on Form S-4 that we have
filed with the SEC under the Securities Act. This prospectus does not contain
all of the information set forth in the registration statement. For further
information about us and the notes, you should refer to the registration
statement. This prospectus summarizes material provisions of contracts and other
documents to which we refer you. Since this prospectus may not contain all of
the information that you may find important, you should review the full text of
these documents. We have filed these documents as exhibits to our registration
statement.

    In connection with the exchange offer, OI Group will become subject to the
informational reporting requirements of the Securities Exchange Act of 1934, as
amended, and will file reports and other information with the SEC. You may read
and copy any reports and information statements and other information OI Group
files at the public reference facilities of the SEC, Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain copies of those
materials from the SEC by mail at prescribed rates. You should direct requests
to the SEC at the SEC's Public Reference Section, Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, or by calling (800) SEC-0330. In
addition, the SEC maintains a website (www.sec.gov) that contains the reports
and other information filed by OI Group. In addition, for so long as any of the
notes remains outstanding, we have agreed to make available to any prospective
purchaser of the notes or beneficial owner of the notes in connection with any
sale thereof the information required by Rule 144A(d)(4) under the Securities
Act.

                                      135


                         INDEX TO FINANCIAL STATEMENTS





                                                                    PAGE
                                                                  --------
                                                               
CONSOLIDATED FINANCIAL STATEMENTS OF OWENS-ILLINOIS
  GROUP, INC.
Report of Independent Auditors..............................         F-2
Consolidated Results of Operations for the years ended
  December 31, 2001, 2000 and 1999..........................         F-3
Consolidated Balance Sheets at December 31, 2001 and 2000...         F-4
Consolidated Share Owner's Equity for the years ended
  December 31, 2001, 2000 and 1999..........................         F-6
Consolidated Cash Flows for the years ended December 31,
  2001, 2000 and 1999.......................................         F-7
Statement of Significant Accounting Policies................         F-8
Financial Review............................................        F-11
Financial Statement Schedule II--Valuation and Qualifying
  Accounts..................................................        F-34

SUBSIDIARY FINANCIAL STATEMENTS
Owens-Brockway Packaging, Inc...............................        F-36
Owens-Brockway Glass Container Inc..........................        F-59
OI Plastic Products FTS Inc.................................        F-82

FIRST QUARTER 2002 CONDENSED CONSOLIDATED FINANCIAL
  STATEMENTS (unaudited)
Owens-Illinois Group, Inc...................................        F-96
Owens-Brockway Packaging, Inc...............................       F-115
Owens-Brockway Glass Container Inc..........................       F-123
OI Plastic Products FTS Inc.................................       F-131



                                      F-1

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Share Owner
Owens-Illinois Group, Inc.

    We have audited the accompanying consolidated balance sheets of
Owens-Illinois Group, Inc. as of December 31, 2001 and 2000, and the related
consolidated statements of results of operations, share owner's equity, and cash
flows for each of the three years in the period ended December 31, 2001. Our
audits also included the financial statement schedule listed in the Index to
Financial Statements. These financial statements and schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Owens-Illinois
Group, Inc. at December 31, 2001 and 2000, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2001, in conformity with accounting principles generally accepted
in the United States. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.

                                          Ernst & Young LLP

Toledo, Ohio
January 24, 2002

                                      F-2

                           OWENS-ILLINOIS GROUP, INC.
                       CONSOLIDATED RESULTS OF OPERATIONS
                             (MILLIONS OF DOLLARS)



                                                                 YEARS ENDED DECEMBER 31,
                                                              ------------------------------
                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Revenues:
  Net sales.................................................  $5,402.5   $5,552.1   $5,522.9
  Royalties and net technical assistance....................      24.6       25.3       30.3
  Equity earnings...........................................      19.4       19.8       22.3
  Interest..................................................      26.9       32.5       28.5
  Other.....................................................     539.9      185.1      182.7
                                                              --------   --------   --------
                                                               6,013.3    5,814.8    5,786.7

Costs and expenses:
  Manufacturing, shipping and delivery......................   4,218.4    4,359.1    4,296.4
  Research and development..................................      41.2       46.7       37.5
  Engineering...............................................      31.4       31.3       42.2
  Selling and administrative................................     341.3      285.1      295.6
  Interest..................................................     434.0      486.7      425.9
  Other.....................................................     279.8      447.5      191.3
                                                              --------   --------   --------
                                                               5,346.1    5,656.4    5,288.9
                                                              --------   --------   --------
Earnings before items below.................................     667.2      158.4      497.8
Provision for income taxes..................................     286.4       64.1      185.5
Minority share owners' interests in earnings of
  subsidiaries..............................................      20.1       22.0       13.2
                                                              --------   --------   --------

Earnings before extraordinary items.........................     360.7       72.3      299.1
Extraordinary charges from early extinguishment of debt, net
  of applicable income taxes................................      (4.1)                 (0.8)
                                                              --------   --------   --------
Net earnings................................................  $  356.6   $   72.3   $  298.3
                                                              ========   ========   ========


  See accompanying Statement of Significant Accounting Policies and Financial
                                    Review.

                                      F-3

                           OWENS-ILLINOIS GROUP, INC.
                          CONSOLIDATED BALANCE SHEETS
                             (MILLIONS OF DOLLARS)



                                                                  DECEMBER 31,
                                                              --------------------
                                                                2001       2000
                                                              --------   ---------
                                                                   
ASSETS
CURRENT ASSETS:
  Cash, including time deposits of $33.7 ($61.2 in 2000)....  $  155.6   $   229.7
  Short-term investments....................................      16.4        19.7
  Receivables, less allowances of $71.1 ($69.9 in 2000).....     754.5       770.9
  Inventories...............................................     836.7       862.4
  Prepaid expenses..........................................     147.0       136.0
                                                              --------   ---------
  Total current assets......................................   1,910.2     2,018.7

OTHER ASSETS:
  Equity investments........................................     166.1       181.4
  Repair parts inventories..................................     199.2       232.0
  Prepaid pension...........................................     879.5       770.9
  Deposits, receivables and other assets....................     582.4       490.6
  Excess of purchase cost over net assets acquired, net of
    accumulated amortization of $690.0 ($597.7 in 2000).....   2,995.3     3,101.0
                                                              --------   ---------
  Total other assets........................................   4,822.5     4,775.9

PROPERTY, PLANT, AND EQUIPMENT:
  Land, at cost.............................................     168.8       165.1
  Buildings and equipment, at cost:
    Buildings and building equipment........................     792.5       817.1
    Factory machinery and equipment.........................   4,368.9     4,301.0
    Transportation, office and miscellaneous equipment......     135.7       134.5
    Construction in progress................................     330.3       244.7
                                                              --------   ---------
                                                               5,796.2     5,662.4
  Less accumulated depreciation.............................   2,536.3     2,377.5
  Net property, plant, and equipment........................   3,259.9     3,284.9
                                                              --------   ---------
Total assets................................................  $9,992.6   $10,079.5
                                                              ========   =========


                                      F-4

                           OWENS-ILLINOIS GROUP, INC.
                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
                             (MILLIONS OF DOLLARS)



                                                                  DECEMBER 31,
                                                              --------------------
                                                                2001       2000
                                                              --------   ---------
                                                                   
LIABILITIES AND SHARE OWNER'S EQUITY
CURRENT LIABILITIES:
  Short-term loans..........................................  $   40.4   $    89.2
  Accounts payable..........................................     457.4       522.7
  Salaries and wages........................................     116.1        83.8
  U.S. and foreign income taxes.............................      12.4        21.4
  Other accrued liabilities.................................     354.4       390.1
  Long-term debt due within one year........................      30.8        30.8
                                                              --------   ---------
    Total current liabilities...............................   1,011.5     1,138.0
LONG-TERM DEBT (INCLUDING NOTE PAYABLE TO PARENT OF
  $1,700.0).................................................   5,329.7     5,729.8
DEFERRED TAXES..............................................     479.8       275.6
NONPENSION POSTRETIREMENT BENEFITS..........................     303.4       296.1
OTHER LIABILITIES...........................................     386.9       360.5
COMMITMENTS AND CONTINGENCIES
MINORITY SHARE OWNERS' INTERESTS............................     159.3       172.9
SHARE OWNER'S EQUITY:
  Common Stock, par value $.01 per share, 1,000 shares
    authorized, 100 shares issued and outstanding...........        --          --
  Other contributed capital.................................   1,735.1     1,806.4
  Retained earnings.........................................   1,163.2       806.6
  Accumulated other comprehensive income (loss).............    (576.3)     (506.4)
                                                              --------   ---------

    Total share owner's equity..............................   2,322.0     2,106.6
                                                              --------   ---------

Total liabilities and share owner's equity..................  $9,992.6   $10,079.5
                                                              ========   =========


  See accompanying Statement of Significant Accounting Policies and Financial
                                    Review.

                                      F-5

                           OWENS-ILLINOIS GROUP, INC.
                       CONSOLIDATED SHARE OWNER'S EQUITY
                             (MILLIONS OF DOLLARS)



                                                                 YEARS ENDED DECEMBER 31,
                                                              ------------------------------
                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
OTHER CONTRIBUTED CAPITAL
  Balance at beginning of year..............................  $1,806.4   $1,937.6   $2,253.1
  Net investment by (distribution to) OI Inc................     (71.3)    (131.2)    (315.5)
                                                              --------   --------   --------
    Balance at end of year..................................   1,735.1    1,806.4    1,937.6
                                                              ========   ========   ========

RETAINED EARNINGS
  Balance at beginning of year..............................     806.6      757.6      459.3
  Net earnings..............................................     356.6       72.3      298.3
  Net loss for the month ended December 31, 2000 for the
    change in the fiscal year end of certain international
    affiliates..............................................                (23.3)
                                                              --------   --------   --------
    Balance at end of year..................................   1,163.2      806.6      757.6
                                                              ========   ========   ========

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
  Balance at beginning of year..............................    (506.4)    (368.6)    (190.7)
  Foreign currency translation adjustments..................     (67.4)    (137.8)    (177.9)
  Change in fair value of certain derivative instruments....      (2.5)
                                                              --------   --------   --------
    Balance at end of year..................................    (576.3)    (506.4)    (368.6)
                                                              ========   ========   ========
Total share owner's equity..................................  $2,322.0   $2,106.6   $2,326.6
                                                              ========   ========   ========

TOTAL COMPREHENSIVE INCOME (LOSS)
  Net earnings..............................................  $  356.6   $   72.3   $  298.3
  Foreign currency translation adjustments..................     (67.4)    (137.8)    (177.9)
  Change in fair value of certain derivative instruments....      (2.5)
                                                              --------   --------   --------
    Total...................................................  $  286.7   $  (65.5)  $  120.4
                                                              ========   ========   ========


  See accompanying Statement of Significant Accounting Policies and Financial
                                    Review.

                                      F-6

                           OWENS-ILLINOIS GROUP, INC.
                            CONSOLIDATED CASH FLOWS
                             (MILLIONS OF DOLLARS)



                                                                 YEARS ENDED DECEMBER 31,
                                                              ------------------------------
                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
OPERATING ACTIVITIES:
  Earnings before extraordinary items.......................  $  360.7    $ 72.3     $299.1
  Non-cash charges (credits):
    Depreciation............................................     403.2     412.6      403.7
    Amortization of deferred costs..........................     140.5     136.9      141.6
    Deferred tax provision (credit).........................     227.3     (35.8)     110.8
    Restructuring costs, writeoffs of certain assets and
      settlement of environmental litigation................     129.4     248.3       20.8
    Gains on asset sales....................................    (439.4)               (40.8)
    Other...................................................    (112.3)   (104.9)     (69.8)
  Change in non-current operating assets....................       8.0     (43.0)     (47.1)
  Change in non-current liabilities.........................     (30.0)    (28.4)     (18.6)
  Change in components of working capital...................     (67.1)   (116.3)    (122.4)
                                                              --------    ------     ------
    Cash provided by operating activities...................     620.3     541.7      677.3
INVESTING ACTIVITIES:
  Additions to property, plant and equipment................    (531.9)   (481.4)    (650.4)
  Acquisitions, net of cash acquired........................    (184.6)    (77.1)     (34.0)
  Net cash proceeds from divestitures and other.............     605.3      94.4      337.1
                                                              --------    ------     ------
    Cash utilized in investing activities...................    (111.2)   (464.1)    (347.3)
FINANCING ACTIVITIES:
  Additions to long-term debt...............................   3,899.8     182.9      117.5
  Repayments of long-term debt..............................  (1,382.6)   (377.5)    (377.3)
  Increase (decrease) in short-term loans...................     (44.4)    (43.8)     (19.6)
  Net change in payable to parent...........................  (2,857.0)    297.6      309.7
  Investment by (distribution to) parent....................    (106.5)   (213.0)    (356.8)
  Collateral deposits for certain derivatives...............     (26.1)
  Payment of finance fees and debt retirement costs.........     (62.1)                (1.0)
                                                              --------    ------     ------
    Cash utilized in financing activities...................    (578.9)   (153.8)    (327.5)
    Effect of exchange rate fluctuations on cash............      (4.3)     15.6      (16.8)
    Effect of change in fiscal year end for certain
      international affiliates..............................                33.2
                                                              --------    ------     ------
Decrease in cash............................................     (74.1)    (27.4)     (14.3)
Cash at beginning of period.................................     229.7     257.1      271.4
                                                              --------    ------     ------
Cash at end of period.......................................  $  155.6    $229.7     $257.1
                                                              --------    ------     ------


  See accompanying Statement of Significant Accounting Policies and Financial
                                    Review.

                                      F-7

                  STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

    BASIS OF CONSOLIDATED STATEMENTS.  The consolidated financial statements of
Owens-Illinois Group, Inc. ("Company") include the accounts of its subsidiaries.
Newly acquired subsidiaries have been included in the consolidated financial
statements from dates of acquisition. Prior to December 2000, substantially all
of the Company's consolidated foreign subsidiaries reported their results of
operations on a one-month lag, which allowed additional time to compile their
results. Beginning in December 2000, the one-month lag was eliminated. As a
result, the December 2000 results of operations for these subsidiaries, which
amounted to a net loss of $23.3 million, was recorded directly to retained
earnings in December 2000.

    The Company uses the equity method of accounting for investments in which it
has a significant ownership interest, generally 20% to 50%. Other investments
are accounted for at cost.

    RELATIONSHIP WITH OWENS-ILLINOIS INC.  The Company is a wholly-owned
subsidiary of Owens-Illinois, Inc. ("OI Inc."). Although OI Inc. does not
conduct any operations, it has substantial obligations related to outstanding
indebtedness, dividends for preferred stock and asbestos-related payments.
OI Inc. relies primarily on distributions from the Company to meet these
obligations.

    For federal and certain state income tax purposes, the taxable income of the
Company is included in the consolidated tax returns of OI Inc. and income taxes
are allocated to the Company on a basis consistent with separate returns.
Current income taxes are recorded by the Company on a basis consistent with
separate returns.

    NATURE OF OPERATIONS.  The Company is a leading manufacturer of glass
containers and plastics packaging products operating in two product segments.
The Company's principal product lines in the Glass Containers product segment
are glass containers for the food and beverage industries. Sales of the Glass
Containers product segment were 66% of the Company's 2001 consolidated sales.
The Company has glass container operations located in 19 countries, while the
plastics packaging products operations are located in 10 countries. The
principal markets and operations for the Company's glass products are in North
America, Europe, South America and Australia. The Company's principal product
lines in the Plastics Packaging product segment include plastic containers,
closures and plastic prescription containers. Major markets for the Company's
plastics packaging products include the United States household products,
personal care products, health care products, and food and beverage industries.

    USE OF ESTIMATES.  The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires
management of the Company to make estimates and assumptions that affect certain
amounts reported in the financial statements and accompanying notes. Actual
results may differ from those estimates, at which time the Company would revise
its estimates accordingly.

    CASH.  The Company defines "cash" as cash and time deposits with maturities
of three months or less when purchased.

    FAIR VALUES OF FINANCIAL INSTRUMENTS.  The carrying amounts reported for
cash, short-term investments and short-term loans approximate fair value. In
addition, carrying amounts approximate fair value for certain long-term debt
obligations subject to frequently redetermined interest rates. The Company has
guaranteed, on a subordinated basis, OI Inc.'s public debt securities. Fair
values of such securities are generally based on public market quotations.
Derivative financial instruments are included on the balance sheet at fair
value.

                                      F-8

    INVENTORY VALUATION.  The Company values most U.S. inventories at the lower
of last-in, first-out (LIFO) cost or market. Other inventories are valued at the
lower of standard costs (which approximate average costs) or market.

    EXCESS OF PURCHASE COST OVER NET ASSETS ACQUIRED.  Through December 31,
2001, the excess of purchase cost over net assets acquired was being amortized
over 40 years. The Company evaluated the recoverability of long-lived assets
based on undiscounted projected cash flows, excluding interest and taxes, when
factors indicated that an impairment may have existed. (See "New Accounting
Standards").

    PROPERTY, PLANT, AND EQUIPMENT.  In general, depreciation is computed using
the straight-line method. Renewals and improvements are capitalized. Maintenance
and repairs are expensed as incurred.

    REVENUE RECOGNITION.  The Company recognizes sales, net of estimated
discounts and allowances, when title to products is transferred to customers.
Shipping and handling costs are included with manufacturing, shipping, and
delivery costs.

    INCOME TAXES ON UNDISTRIBUTED EARNINGS.  In general, the Company plans to
continue to reinvest the undistributed earnings of foreign subsidiaries and
foreign corporate joint ventures accounted for by the equity method.
Accordingly, taxes are provided only on that amount of undistributed earnings in
excess of planned reinvestments.

    FOREIGN CURRENCY TRANSLATION.  The assets and liabilities of most affiliates
and associates are translated at current exchange rates and any related
translation adjustments are recorded directly in share owner's equity. For the
years ended December 31, 2001, 2000 and 1999, the Company's affiliates located
in Venezuela operated in a "highly inflationary" economy. As such, certain
assets of these affiliates were translated at historical exchange rates and all
translation adjustments are reflected in the statements of Consolidated Results
of Operations. During 2002, the affiliates in Venezuela will no longer be
considered operating in a "highly inflationary" economy. Assets and liabilities
will be translated at current exchange rates with any related translation
adjustments being recorded directly to share owners' equity.

    NEW ACCOUNTING STANDARDS.  In July 2001, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 141, "Business
Combinations" which is effective for business combinations completed after
June 30, 2001. Also in July 2001, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("FAS No. 142"), which is effective for goodwill acquired
after June 30, 2001. For goodwill acquired prior to June 30, 2001, FAS No. 142
will be effective for fiscal years beginning after December 15, 2001. Under FAS
No. 142, goodwill and intangible assets with indefinite lives will no longer be
amortized but will be reviewed annually (or more frequently if impairment
indicators arise) for impairment.

    The Company estimates that adopting FAS No. 142 will increase 2002 earnings
before the effects of the accounting change by approximately $90 million
compared to 2001 results. The Company has not completed its assessment of the
effects that adopting FAS No. 142 will have on the reported value of goodwill,
however, the Company expects that it will record an impairment charge in 2002 in
connection with adopting FAS No. 142.

    In October 2001, the Financial Accounting Standards Board ("FASB") issued
Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("FAS No. 144"). FAS No. 144 supersedes FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" ("FAS No. 121"). FAS No. 144 provides additional guidance on
estimating cash flows when performing a recoverability test, requires that a
long-lived asset (group) to be disposed of other than by sale (e.g. abandoned)
be classified as "held and used" until it is disposed

                                      F-9

of, and establishes more restrictive criteria to classify an asset (group) as
"held for sale," however, it retains the fundamental provisions of FAS No. 121
related to the recognition and measurement of the impairment of long-lived
assets to be "held and used." FAS No. 144 is effective for fiscal years
beginning after December 15, 2001 and transition is prospective for committed
disposal activities that are initiated after the effective date of FAS
No. 144's initial application. The impact of adopting FAS No. 144 on the
Company's reporting and disclosure is not expected to be material to the
Company's financial position or results of operations.

                                      F-10

                                FINANCIAL REVIEW
                      TABULAR DATA IN MILLIONS OF DOLLARS.

    CHANGES IN COMPONENTS OF WORKING CAPITAL RELATED TO OPERATIONS.  Changes in
the components of working capital related to operations (net of the effects
related to acquisitions and divestitures) were as follows (certain amounts from
prior year have been reclassified to conform to current presentation):



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Decrease (increase) in current assets:
  Short-term investments....................................   $  3.2    $  10.4    $ (14.9)
  Receivables...............................................     (0.2)     (43.9)     (50.2)
  Inventories...............................................     43.2      (50.9)     (46.9)
  Prepaid expenses..........................................      3.4        0.8        4.4
Increase (decrease) in current liabilities:
  Accounts payable..........................................    (36.1)        .7       (7.0)
  Accrued liabilities.......................................    (54.7)     (47.8)     (22.2)
  Salaries and wages........................................     12.6       (5.0)       3.2
  U.S. and foreign income taxes.............................    (38.5)      19.4       11.2
                                                               ------    -------    -------
                                                               $(67.1)   $(116.3)   $(122.4)
                                                               ======    =======    =======


    INVENTORIES.  Major classes of inventory are as follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Finished goods..............................................   $641.8     $651.9
Work in process.............................................      6.2       11.7
Raw materials...............................................    125.3      130.6
Operating supplies..........................................     63.4       68.2
                                                               ------     ------
                                                               $836.7     $862.4
                                                               ======     ======


    If the inventories which are valued on the LIFO method had been valued at
standard costs, which approximate current costs, consolidated inventories would
be higher than reported by $19.9 million and $23.0 million at December 31, 2001
and 2000, respectively.

    Inventories which are valued at the lower of standard costs (which
approximate average costs) or market at December 31, 2001 and 2000 were
approximately $501.7 million and $455.4 million, respectively.

                                      F-11

    EQUITY INVESTMENTS.  Summarized information pertaining to the Company's
equity associates follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
At end of year:
  Equity in undistributed earnings:
    Foreign.................................................   $ 90.0     $ 89.3
    Domestic................................................     21.6       19.0
                                                               ------     ------
      Total.................................................   $111.6     $108.3
                                                               ======     ======
  Equity in cumulative translation adjustment...............   $(54.2)    $(46.7)
                                                               ======     ======




                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
For the year:
  Equity in earnings:
    Foreign.................................................   $ 7.8      $ 5.8      $ 9.5
    Domestic................................................    11.6       14.0       12.8
                                                               -----      -----      -----
      Total.................................................   $19.4      $19.8      $22.3
                                                               =====      =====      =====
  Dividends received........................................   $18.2      $14.5      $10.1
                                                               =====      =====      =====


    LONG-TERM DEBT.  The following table summarizes the long-term debt of the
Company at December 31, 2001 and 2000:



                                                                2001       2000
                                                              --------   --------
                                                                   
Secured Credit Agreement:
  Revolving Credit Facility.................................  $2,410.4
  Term Loan.................................................   1,045.0
Second Amended and Restated Credit Agreement:
  Revolving Credit Facility:
    Offshore Loans:
      Australian Dollars
        1.39 billion........................................             $  775.3
      British Pounds
        125.0 million.......................................                186.8
      Italian Lira
        18.0 billion........................................                  8.7
Payable to OI Inc...........................................   1,700.0    4,557.0
Other.......................................................     205.1      232.8
                                                              --------   --------
                                                               5,360.5    5,760.6
                                                              --------   --------
  Less amounts due within one year..........................      30.8       30.8
                                                              --------   --------
    Long-term debt..........................................  $5,329.7   $5,729.8
                                                              ========   ========


    In April 2001, certain of the Company's subsidiaries (the "Borrowers")
entered into the Secured Credit Agreement (the "Agreement") with a group of
banks, which expires on March 31, 2004. The Agreement provides for a
$3.0 billion revolving credit facility (the "Revolving Credit Facility") and a
$1.5 billion term loan (the "Term Loan"). The Agreement includes an Overdraft
Account Facility providing for aggregate borrowings up to $50 million which
reduce the amount available for borrowing under the Revolving Credit Facility.
The Agreement also provides for the issuance of letters of credit

                                      F-12

totaling up to $500 million, which also reduce the amount available for
borrowings under the Revolving Credit Facility. At December 31, 2001, the
Company had unused credit of $491.4 million available under the Secured Credit
Agreement.

    Prior to April 2001, the Company's significant bank financing was provided
under OI Inc.'s April 1998 Second Amended and Restated Credit Agreement. The
Second Amended and Restated Credit Agreement provided for a $4.5 billion
Revolving Credit Facility, which included a $1.75 billion fronted offshore loan
revolving facility denominated in certain foreign currencies, subject to certain
sublimits, available to certain of the Company's foreign subsidiaries.
Borrowings under the Secured Credit Agreement were used to repay all amounts
outstanding under, and terminate, the Second Amended and Restated Credit
Agreement through the payment of amounts owed to OI Inc.

    The interest rate on borrowings under the Revolving Credit Facility is, at
the Borrower's option, the Base Rate or a reserve adjusted Eurodollar rate. The
interest rate on borrowings under the Revolving Credit Facility also includes a
margin linked to OI Inc.'s Consolidated Leverage Ratio, as defined in the
Agreement. The margin is limited to ranges of 1.75% to 2.00% for Eurodollar
loans and .75% to 1.00% for Base Rate loans. The interest rate on Overdraft
Account loans is the Base Rate minus .50%. The weighted average interest rate on
borrowings outstanding under the Revolving Credit Facility at December 31, 2001
was 4.14%. Including the effects of cross-currency swap agreements related to
Revolving Credit Facility borrowings by the Company's Australian and U.K.
subsidiaries, the weighted average interest rate was 4.95%. While no
compensating balances are required by the Agreement, the Borrowers must pay a
facility fee on the Revolving Credit Facility commitments of .50%.

    The interest rate on borrowings under the Term Loan is, at the Borrowers'
option, the Base Rate or a reserve adjusted Eurodollar rate. The interest rate
on borrowings under the Term Loan also includes a margin of 2.50% for Eurodollar
loans and 1.50% for Base Rate loans. The weighted average interest rate on
borrowings outstanding under the Term Loan at December 31, 2001 was 4.50%.

    Borrowings under the Agreement are secured by substantially all of the
assets of the Company's domestic subsidiaries and certain foreign subsidiaries
which have a book value of approximately $3.5 billion. Borrowings under the
Agreement are also secured by a pledge of intercompany debt and equity in most
of the Company's domestic subsidiaries and certain stock of certain foreign
subsidiaries.

    The Agreement contains covenants and provisions that, among other things,
restrict the ability of the Company and its subsidiaries to dispose of assets,
incur additional indebtedness, prepay other indebtedness or amend certain debt
instruments, pay dividends. create liens on assets, enter into contingent
obligations, enter into sale and leaseback transactions, make investments, loans
or advances, make acquisitions, engage in mergers or consolidations, change the
business conducted by the Company, engage in certain transactions with
affiliates and otherwise restrict certain corporate activities. In addition, the
Agreement contains financial covenants that require the Company and its
subsidiaries to maintain, based upon the financial statements of OI Inc. and its
subsidiaries on a consolidated basis, specified financial ratios and tests,
including minimum fixed charge coverage ratios, maximum leverage ratios, minimum
net worth and specified capital expenditures tests.

    During January 2002, a subsidiary of the Company completed a $1.0 billion
private placement of senior secured notes. The notes bear interest at 8 7/8% and
are due February 15, 2009. The notes are guaranteed by the Company and
substantially all of its domestic subsidiaries. The assets of substantially all
of the Company's domestic subsidiaries are pledged as security for the notes.
The issuing subsidiary used the net cash proceeds from the notes to reduce the
outstanding term loan under the Agreement by $980.0 million. As such, the
Company wrote off unamortized deferred financing fees in January 2002 related to
the term loan and recorded an extraordinary charge totaling $10.9 million less
applicable income taxes of $4.2 million. The indenture for the notes restricts
among other things, the ability of the Company's subsidiaries to borrow money,
pay dividends on, or redeem or repurchase stock, make

                                      F-13

investments, create liens, enter into certain transactions with affiliates and
sell certain assets or merge with or into other companies.

    Amounts payable to OI Inc. above equal OI Inc.'s total indebtedness.
Interest costs on amounts payable to OI Inc. are charged to the Company in the
same amount as incurred by OI Inc. On June 26, 2001, OI Inc. sought and received
consent from the holders of a majority of the principal amount of each of its
six series of senior notes and debentures to amend the indenture governing those
securities. The amendments implement a previously announced offer by the Company
and a principal subsidiary of the Company to guarantee the senior notes and
debentures on a subordinated basis. The fair value of the OI Inc. debt being
guaranteed by the Company at December 31, 2001 was $1,545.1 million.

    Annual maturities for all of the Company's long-term debt through 2006 are
as follows: 2002, $30.8 million; 2003, $43.4 million; 2004, $2,807.4 million;
2005, $421.1 million; and 2006, $5.2 million. These maturities reflect the
issuance of the senior secured notes in January 2002 as noted above.

    Including interest paid by OI Inc., interest paid in cash aggregated
$424.7 million, $467.6 million, and $388.1 million for the years ended
December 31, 2001, 2000, and 1999, respectively.

    OPERATING LEASES.  Rent expense attributable to all operating leases was
$95.0 million in 2001, $77.8 million in 2000, and $73.7 million in 1999. Minimum
future rentals under operating leases are as follows: 2002, $62.0 million; 2003,
$50.6 million; 2004, $37.9 million; 2005, $31.6 million; 2006, $25.5 million;
and 2007 and thereafter, $35.5 million.

    FOREIGN CURRENCY TRANSLATION.  Aggregate foreign currency exchange gains
(losses) included in other costs and expenses were $2.6 million in 2001, $(1.0)
million in 2000 and $4.9 million in 1999.

    DERIVATIVE INSTRUMENTS.  The terms of OI Inc.'s former bank credit agreement
provided for foreign currency borrowings by certain of its international
affiliates. Such borrowings provided a natural hedge against a portion of the
Company's investment. Under the April 2001 Secured Credit Agreement,
international affiliates are only permitted to borrow in U.S. dollars. The
Company's affiliates in Australia and the United Kingdom have entered into
currency swaps covering their initial borrowings under the Agreement. These
swaps are being used to manage the affiliates exposure to fluctuating foreign
exchange rates by swapping the principal and interest payments due under the
Secured Credit Agreement.

    As of December 31, 2001, the Company's affiliate in Australia has swapped
$650.0 million of borrowings into $1,275.0 million of Australian dollars. This
swap matures on March 31, 2003, with interest resets every 90 days. The interest
reset terms of the swap approximate the terms of the U.S. dollar borrowings.
This derivative instrument swaps both the interest and principal from U.S.
dollars to Australian dollars and also swaps the interest rate from a U.S. based
rate to an Australian based rate. The Company's affiliate in the United Kingdom
has swapped $200.0 million of borrowings into 139.0 million British pounds. This
swap also matures on March 31, 2003, with interest resets every 90 days. This
derivative instrument swaps both the interest and principal from U.S. dollars to
British pounds and also swaps the interest rate from a U.S. based rate to a
British based rate.

    On October 1, 2001, the Company completed the acquisition of the Canadian
glass container assets of Consumers Packaging Inc. for a purchase price of
approximately $150 million and the assumption of certain liabilities. The
Company financed this purchase through borrowings under the secured credit
agreement, which were transferred to Canada through intercompany loans in U.S.
dollars. The Company's affiliate in Canada has entered into swap transactions to
manage the affiliate's exposure to fluctuating foreign exchange rates by
swapping the principal and interest portion of the intercompany loan. At
December 31, 2001, the Canadian affiliate has swapped $90.0 million of U.S.
dollar borrowings into $142.0 million Canadian dollars. This swap matures on
October 1, 2003. This

                                      F-14

derivative instrument swaps both the interest and principal from U.S. dollars to
Canadian dollars and also swaps the interest rate from a U.S. based rate to a
Canadian based rate. The affiliate has also entered into a forward hedge related
to the fourth quarter interest receivable and payable related to the previous
swap. The affiliate has also entered in forward hedges which effectively swap
$10 million of U.S. dollar borrowings into $16 million Canadian dollars. These
hedges swap both the interest and principal from U.S. dollars to Canadian
dollars and mature monthly.

    The Company recognizes the above derivatives on the balance sheet at fair
value. The Company accounts for the above swaps as fair value hedges. As such,
the changes in the value of the swaps are included in other expense and are
expected to substantially offset any exchange rate gains or losses on the
related U.S. dollar borrowings. For the year ended December 31, 2001, the amount
not offset was immaterial.

    The Company also uses commodity futures contracts related to forecasted
future natural gas requirements. The objective of these futures contracts is to
limit the fluctuations in prices paid and the potential volatility in earnings
or cash flows from future price movements. During 2001, the Company entered into
commodity futures contracts for approximately 75% of its domestic natural gas
usage (approximately 1.2 billion BTUs) through March, 2002.

    The Company accounts for the above futures contracts on the balance sheet at
fair value. The effective portion of changes in the fair value of a derivative
that is designated as and meets the required criteria for a cash flow hedge are
recorded in accumulated other comprehensive income ("OCI") and reclassified into
earnings in the same period or periods during which the underlying hedged item
affects earnings. The ineffective portion of the change in the fair value of a
derivative designated as a cash flow hedge is recognized in current earnings.

    The above futures contracts are accounted for as cash flow hedges at
December 31, 2001. Hedge accounting is only applied when the derivative is
deemed to be highly effective at offsetting anticipated cash flows of the hedged
transactions. For hedged forecasted transactions, hedge accounting will be
discontinued if the forecasted transaction is no longer probable to occur, and
any previously deferred gains or losses will be recorded to earnings
immediately.

    During 2001, an unrealized net loss of $2.5 million (net of tax) related to
these commodity futures contracts was included in OCI. There was no
ineffectiveness recognized during 2001.

    ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS).  Foreign currency translation
adjustments and changes in certain derivative balances comprise accumulated
other comprehensive income (loss). Changes in accumulated other comprehensive
income (loss) were as follows:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Balance at beginning of year................................  $(506.4)   $(368.6)   $(190.7)
Net effect of exchange rate fluctuations....................    (70.0)    (140.6)    (175.8)
Deferred income taxes.......................................      2.6        2.8       (2.1)
Change in certain derivative balances.......................     (2.5)
                                                              -------    -------    -------
Balance at end of year......................................  $(576.3)   $(506.4)   $(368.6)
                                                              =======    =======    =======


    The net effect of exchange rate fluctuations generally reflects changes in
the relative strength of the U.S. dollar against major foreign currencies
between the beginning and end of the year.

                                      F-15

    INCOME TAXES.  Deferred income taxes reflect: (1) the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes and
(2) carryovers and credits for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities at December 31, 2001 and 2000
are as follows (certain amounts from prior year have been reclassified to
conform to current year presentation):



                                                                2001       2000
                                                              --------   --------
                                                                   
Deferred tax assets:
  Accrued postretirement benefits...........................  $ 106.2    $ 103.6
  U.S. federal tax loss carryovers..........................     63.5      149.7
  Alternative minimum tax credits...........................     31.5       23.6
  Other.....................................................    253.9      296.3
                                                              -------    -------
    Total deferred tax assets...............................    455.1      573.2
Deferred tax liabilities:
  Property, plant and equipment.............................    317.1      262.8
  Prepaid pension costs.....................................    301.9      254.1
  Inventory.................................................     37.4       42.3
  Other.....................................................    156.8      183.5
                                                              -------    -------
    Total deferred tax liabilities..........................    813.2      742.7
                                                              -------    -------
    Net deferred tax liabilities............................  $(358.1)   $(169.5)
                                                              =======    =======


    Deferred taxes are included in the Consolidated Balance Sheets at
December 31, 2001 and 2000 as follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Prepaid expenses............................................  $ 121.7    $ 106.1
Deferred tax liabilities....................................   (479.8)    (275.6)
                                                              -------    -------
Net deferred tax liabilities................................  $(358.1)   $(169.5)
                                                              =======    =======


    The provision (benefit) for income taxes consists of the following:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Current:
  U.S. Federal..............................................   $ 8.0      $ 0.8      $  3.8
  State.....................................................    19.4        2.1         2.9
  Foreign...................................................    31.7       97.0        68.0
                                                               -----      -----      ------
                                                                59.1       99.9        74.7
                                                               -----      -----      ------
Deferred:
  U.S. Federal..............................................   192.2       16.9       111.1
  State.....................................................     1.2       (9.2)       11.4
  Foreign...................................................    33.9      (43.5)      (11.7)
                                                               -----      -----      ------
                                                               227.3      (35.8)      110.8
                                                               -----      -----      ------
Total:
  U.S. Federal..............................................   200.2       17.7       114.9
  State.....................................................    20.6       (7.1)       14.3
  Foreign...................................................    65.6       53.5        56.3
                                                               -----      -----      ------
                                                               286.4      $64.1      $185.5
                                                               =====      =====      ======


                                      F-16

    The provision for income taxes was calculated based on the following
components of earnings (loss) before income taxes:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Domestic....................................................   $516.8     $(16.0)    $320.9
Foreign.....................................................   $150.4      174.4      176.9
                                                               ------     ------     ------
                                                               $667.2     $158.4     $497.8
                                                               ======     ======     ======


    Income taxes paid (received) in cash were as follows:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Domestic....................................................   $ 8.1      $(0.7)     $11.0
Foreign.....................................................    52.1       46.4       51.5
                                                               -----      -----      -----
                                                               $60.2      $45.7      $62.5
                                                               =====      =====      =====


    A reconciliation of the provision for income taxes based on the statutory
U.S. Federal tax rate of 35% to the provision for income taxes is as follows:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Pretax earnings at statutory U.S. Federal tax rate..........   $233.5     $55.4      $174.2
Increase (decrease) in provision for income taxes due to:
  Amortization of goodwill..................................     31.5      32.1        33.1
  State taxes, net of federal benefit.......................     12.7      (4.1)        9.3
  Foreign earnings at different rates.......................     (2.7)     (6.9)       (7.3)
  Adjustment for non-U.S. tax law changes...................      6.0      (9.3)
  Other items...............................................      5.4      (3.1)      (23.8)
                                                               ------     -----      ------
Provision for income taxes..................................   $286.4     $64.1      $185.5
                                                               ======     =====      ======
Effective tax rate..........................................     42.9%     40.4%       37.3%
                                                               ======     =====      ======


    At December 31, 2001, the Company had unused net operating losses and
research tax credits expiring from 2007 to 2021.

    The Company also has unused alternative minimum tax credits which do not
expire and will be available to offset future U.S. Federal income tax.

    At December 31, 2001, the Company's equity in the undistributed earnings of
foreign subsidiaries for which income taxes had not been provided approximated
$562.6 million. It is not practicable to estimate the U.S. and foreign tax which
would be payable should these earnings be distributed.

    PARTICIPATION IN OI INC. STOCK OPTION PLANS.  The Company participates in
the stock option plans of OI Inc. under which employees of the Company may be
granted options to purchase common shares of OI Inc. No options may be exercised
in whole or in part during the first year after the date granted. In general,
subject to certain accelerated exercisability provisions, 50% of the options
become exercisable on the fifth anniversary of the date of the option grant,
with the remaining 50% becoming exercisable on the sixth anniversary date of the
option grant. In general, options expire following termination of employment or
the day after the tenth anniversary date of the option grant.

    All options have been granted at prices equal to the market price of the
OI Inc.'s common stock on the date granted. Accordingly, the Company recognizes
no compensation expense related to the stock option plans. The Company has
adopted the disclosure-only provisions of Statement of Financial Accounting
Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation." If the
Company

                                      F-17

had elected to recognize compensation cost based on the fair value of the
options granted at grant date as allowed by SFAS No. 123, pro forma net income
would have been as follows:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Net income:
  As reported...............................................   $356.6     $72.3      $298.3
  Pro forma.................................................    347.7      64.3       291.4


    The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following assumptions:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Expected life of options....................................  5 years    5 years    5 years
Expected stock price volatility.............................     69.8%      62.9%      36.5%
Risk-free interest rate.....................................     4.85%      6.60%      5.10%
Expected dividend yield.....................................     0.00%      0.00%      0.00%


    PENSION BENEFIT PLANS.  Net credits to results of operations for all of the
Company's pension plans and certain deferred compensation arrangements amounted
to $83.4 million in 2001, $88.6 million in 2000 and $58.6 million in 1999.

    On October 1, 2001, the Company completed the acquisition of the Canadian
glass container assets of Consumers Packaging Inc. As part of the transaction,
the Company assumed certain of the pension liabilities of Consumers Packaging.
The information below includes the activity of these pension plans from
October 1, 2001 through December 31, 2001.

    The Company has pension plans covering substantially all employees located
in the U.S., the United Kingdom, Australia and Canada. Benefits generally are
based on compensation for salaried employees and on length of service for hourly
employees. The Company's policy is to fund pension plans such that sufficient
assets will be available to meet future benefit requirements. The following
tables relate to the Company's principal U.S., United Kingdom, Australian and
Canadian pension plans.

    The changes in the pension benefit obligations for the year were as follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Obligations at beginning of year............................  $2,388.8   $2,286.5
Change in benefit obligations:
  Service cost..............................................      36.6       36.6
  Interest cost.............................................     169.3      168.8
  Actuarial loss (gain).....................................     (52.0)     182.7
  Special separation program benefits.......................                 92.2
  Acquisitions..............................................     179.2
  Benefit payments..........................................    (218.9)    (348.1)
  Other.....................................................      17.6      (29.9)
                                                              --------   --------
    Net increase in benefit obligations.....................     131.8      102.3
                                                              --------   --------
Obligations at end of year..................................  $2,520.6   $2,388.8
                                                              ========   ========


                                      F-18

    The changes in the fair value of the pension plans' assets for the year were
as follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Fair value at beginning of year.............................  $2,948.7   $3,712.4
Change in fair value:
  Actual return (loss) on plan assets.......................    (120.6)    (362.9)
  Benefit payments..........................................    (218.9)    (348.1)
  Transfer of assets to a special trust to fund qualified
    current retiree health liabilities......................                (38.5)
  Acquisitions..............................................     119.9
  Other.....................................................      14.9      (14.2)
                                                              --------   --------
    Net decrease in fair value of assets....................    (204.7)    (763.7)
                                                              --------   --------
Fair value at end of year...................................  $2,744.0   $2,948.7
                                                              ========   ========


    The funded status of the pension plans at year end was as follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Plan assets at fair value...................................  $2,744.0   $2,948.7
Projected benefit obligations...............................   2,520.6    2,388.8
                                                              --------   --------
  Plan assets in excess of projected benefit obligations....     223.4      559.9

Net unrecognized items:
  Actuarial loss............................................     552.2      170.0
  Prior service cost........................................      49.4       41.0
                                                              --------   --------
                                                                 601.6      211.0
                                                              --------   --------
Net prepaid pension.........................................  $  825.0   $  770.9
                                                              ========   ========


    The net prepaid pension is included in the Consolidated Balance Sheets at
December 31, 2001 and 2000 as follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Prepaid pension.............................................   $879.5     $770.9
Other liabilities...........................................    (54.5)
                                                               ------     ------
                                                               $825.0     $770.9
                                                               ======     ======


    The components of the net pension credit for the year were as follows:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Service cost................................................   $ 36.6    $  36.6     $ 41.8
Interest cost...............................................    169.3      168.8      155.2
Expected asset return.......................................   (311.0)    (318.5)    (280.6)
Amortization:
  Prior service cost........................................      7.6        7.9        8.1
  (Gain) loss...............................................      0.5       (0.2)       1.1
                                                               ------    -------     ------
    Net amortization........................................      8.1        7.7        9.2
                                                               ------    -------     ------
Net credit..................................................   $(97.0)   $(105.4)    $(74.4)
                                                               ======    =======     ======


                                      F-19

    The following selected information is for plans with benefit obligations in
excess of the fair value of plan assets:



                                                                2001
                                                              --------
                                                           
Benefit obligations at the end of the year..................   $484.7
Fair value of plan assets at the end of the year............    411.8
                                                               ======


    The following information is for plans with accumulated benefit obligations
in excess of the fair value of plan assets:



                                                                2001
                                                              --------
                                                           
Accumulated benefit obligations at the end of the year......   $145.8
Fair value of plan assets at the end of the year............    131.5
                                                               ======


    The actuarial present value of benefit obligations is based on a weighted
discount rate of approximately 7.00% for 2001 and 2000. Future benefits are
assumed to increase in a manner consistent with past experience of the plans,
which, to the extent benefits are based on compensation, includes assumed salary
increases on a weighted scale of approximately 4.75% for 2001 and 2000. The
expected weighted long-term rate of return on assets was approximately 10.00%
for 2001 and 2000, and 9.50% for 1999. Amortization included in net pension
credits is based on the average remaining service of employees. Plan assets
include marketable equity securities (which at December 31, 2001 and 2000
included 14,423,621 shares of OI Inc.'s common stock), government and corporate
debt securities, real estate and commingled funds.

    The Company also sponsors several defined contribution plans for all
salaried and hourly U.S. employees. Participation is voluntary and participants'
contributions are based on their compensation. The Company matches substantially
all plan participants' contributions up to various limits. Company contributions
to these plans amounted to $9.2 million in 2001, $10.2 million in 2000 and
$10.5 million in 1999.

    POSTRETIREMENT BENEFITS OTHER THAN PENSIONS.  The Company provides certain
retiree health care and life insurance benefits covering substantially all U.S.
salaried and certain hourly employees. Employees are generally eligible for
benefits upon retirement and completion of a specified number of years of
creditable service.

    On October 1, 2001, the Company completed the acquisition of the Canadian
glass container assets of Consumers Packaging Inc. The information below
includes the activity of the related Canadian retiree health care plan from
October 1, 2001 through December 31, 2001.

    The changes in the postretirement benefit obligations for the year were as
follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Obligations at beginning of year............................   $279.5     $267.5
Change in benefit obligations:
  Service cost..............................................      1.8        1.6
  Interest cost.............................................     20.5       20.4
  Actuarial loss............................................     22.1       15.2
  Curtailments..............................................                 5.8
  Special separation program termination benefits...........                 2.0
  Acquisition...............................................     31.3
  Benefit payments..........................................    (34.0)     (33.0)
                                                               ------     ------
    Net change in benefit obligations.......................     41.7       12.0
                                                               ------     ------
Obligations at end of year..................................   $321.2     $279.5
                                                               ======     ======


                                      F-20

    The funded status of the postretirement benefit plans at year end was as
follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Accumulated postretirement benefit obligations..............   $321.2     $279.5
Net unrecognized items:
  Prior service cost........................................     30.6       43.6
  Actuarial loss............................................    (48.4)     (27.0)
                                                               ------     ------
                                                                (17.8)      16.6
                                                               ------     ------
Nonpension postretirement benefit obligations...............   $303.4     $296.1
                                                               ======     ======


    The components of the net postretirement benefit cost for the year were as
follows:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Service cost................................................   $ 1.8      $ 1.6      $ 2.3
Interest cost...............................................    20.5       20.5       19.1
Amortization:
  Prior service cost (credit)...............................   (13.0)     (13.6)     (13.7)
  (Gain) loss...............................................     0.8       (0.1)       1.9
                                                               -----      -----      -----
    Net amortization........................................   (12.2)     (13.7)     (11.8)
                                                               -----      -----      -----
Net postretirement benefit cost.............................   $10.1      $ 8.4      $ 9.6
                                                               =====      =====      =====


    Assumed health care cost inflation was based on a weighted average rate of
6.25% in 2001, declining to ultimate rate of 6.00%. A one percentage point
decrease in the rate would have decreased the accumulated postretirement benefit
obligation at December 31, 2001 by $12.2 million and decreased the net
postretirement benefit cost for 2001 by $0.9 million. A one percentage point
increase in the rate would have increased the accumulated postretirement benefit
obligation at December 31, 2001 by $14.5 million and increased the net
postretirement benefit cost for 2001 by $1.0 million. The assumed weighted
average discount rates used in determining the accumulated postretirement
benefit obligation were 7.25% and 7.50% at December 31, 2001 and 2000,
respectively. Amortization included in net postretirement benefit cost is based
on the average remaining service of employees.

    Benefits provided by the Company for certain of the hourly retirees are
determined by collective bargaining. Most other domestic hourly retirees receive
health and life insurance benefits from a multi-employer trust established by
collective bargaining. Payments to the trust as required by the bargaining
agreements are based upon specified amounts per hour worked and were
$6.3 million in 2001, $7.5 million in 2000, and $8.0 million in 1999.
Postretirement health and life benefits for retirees of foreign affiliates are
generally provided through the national health care programs of the countries in
which the affiliates are located.

    OTHER REVENUE.  Other revenue for 2001 includes a gain of $457.3 million
related to the sale of the Company's Harbor Capital Advisors business and gains
totaling $13.1 million related to the sale of the Company's label business and
the sale of a minerals business in Australia. Other revenue for the year ended
December 31, 1999 includes gains totaling $40.8 million related to the sales of
a U.S. glass container plant and a mold manufacturing business in Colombia.


    OTHER COSTS AND EXPENSES.  Other costs and expenses for the year ended
December 31, 2001 include pretax charges of $129.5 million related to the
following:



    - Impairment charges of $25.2 million at the Company's glass container
      affiliate in Puerto Rico. While the Company intends to continue to operate
      this facility, an analysis of cash flows indicated that the long-lived
      assets, including buildings, furnaces and factory equipment, were
      impaired. The Company has written down the majority of the long-lived
      assets of this facility.


                                      F-21


    - Impairment charges of $16.5 million to substantially write off buildings,
      furnaces and factory equipment related to the permanent closing of a glass
      container facility in Venezuela.



    - Impairment charges of $31.0 million at various other international and
      domestic facilities in response to decisions about pricing and market
      strategy. These charges relate to the permanent closing of one glass
      facility in Venezuela and two domestic plastics packaging facilities and
      the abandonment of certain equipment at various locations.



    - Other costs of $9.4 million related to closing facilities and reducing
      workforce. The total planned workforce reductions will involve
      approximately 400 employees at an estimated cost of approximately
      $7.5 million, of which $1.8 million had been paid by December 31, 2001.



    - A charge of $31.0 million related to the loss on the sale of the Company's
      facilities in India.



    - A charge of $8.5 million for certain contingencies.



    - A charge of $7.9 million related to restructuring manufacturing capacity
      in the medical devices business.


The Company expects its actions related to the restructuring and impairment
charges to be completed during the next several quarters.


    Other costs and expenses for the year ended December 31, 2000 include
$248.3 million principally related to a restructuring and capacity realignment
program. The restructuring and capacity realignment program, initiated in the
third quarter of 2000, includes the consolidation of manufacturing capacity and
a reduction of 350 employees in the U.S. salaried work force, or about 10%,
principally as a result of early retirement incentives. Also included in the
program are a write-down of plant and equipment for the Company's glass
container affiliate in India and certain other asset write-offs. Manufacturing
capacity consolidations involve three U.S. glass container facilities which were
closed and reflect technology-driven improvements in productivity, conversions
from some juice and similar products to plastic containers, Company and customer
decisions regarding pricing and volume and the further concentration of
production in the most strategically-located facilities. The property, plant and
equipment at the three facilities, consisting of land, buildings, furnaces and
factory equipment, was written down by $49.0 million to substantially write off
these assets. The Company expects that it will continue to make cash payments
over the next several quarters for benefits and on-going closing costs related
to the closing of these facilities. Other 2000 pretax charges of $33.5 million
relate principally to a $27.9 million write off of software that had been
abandoned. During the third quarter of 2000, the Company decided, principally as
a cost control measure, to abandon certain portions of a major software project
and wrote off the associated costs.


    As a result of a 10% reduction of the U.S. salaried workforce in 2000, the
Company recognized a settlement gain of approximately $40 million related to its
defined benefit pension plan. This gain has been included in the net charge of
$52.4 million for retirement incentives and special termination benefits.

                                      F-22


    The 2000 pretax charge of $40.0 million was related to the write-down of
property, plant and equipment in India. Based on the Company's expectation of
future net cash flows of its affiliate in India, the related property, plant,
and equipment was written down to realizable values in accordance with Statement
of Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of."


    Selected information relating to the restructuring accruals follows:



                                               EARLY RETIREMENT       WRITE-DOWN OF        OTHER,
                                                INCENTIVES AND      IMPAIRED PROPERTY,   PRINCIPALLY
                                 CAPACITY     SPECIAL TERMINATION       PLANT AND         SOFTWARE
                                REALIGNMENT        BENEFITS             EQUIPMENT         WRITE-OFF     TOTAL
                                -----------   -------------------   ------------------   -----------   --------
                                                                                        
2000 restructuring charges        $  122.4           $  52.4              $ 40.0           $ 33.5      $  248.3
Write-down of assets to net
  realizable value............       (49.0)                                (40.0)           (31.5)       (120.5)
Reduction of prepaid pension
  asset.......................       (13.6)            (45.8)                                             (59.4)
Increase in nonpension
  postretirement benefit
  liability...................        (0.6)             (5.4)                                              (6.0)
Net cash paid.................        (1.5)             (0.4)                                              (1.9)
                                  --------           -------              ------           ------      --------
Remaining liabilities at
  December 31, 2000...........        57.7               0.8                  --              2.0          60.5
Restructuring program and
  impairment..................        45.6                                  41.7                           87.3
Reversal of second quarter
  restructuring charge........        (5.2)                                                                (5.2)
Medical Devices
  restructuring...............         7.9                                                                  7.9
Write-down of assets to net
  realizable value............       (43.8)                                (41.7)                         (85.5)
Net cash paid.................       (24.7)             (0.8)                                             (25.5)
                                  --------           -------              ------           ------      --------
Remaining liabilities at
  December 31, 2001...........    $   37.5           $    --              $   --           $  2.0      $   39.5
                                  ========           =======              ======           ======      ========


    Capacity realignment includes charges for plant closings, severance
benefits, and write-downs of assets for disposal or abandonment as a result of
restructuring of manufacturing capacity. Write-downs of assets represent the
majority of charges for 2001.

    Other costs and expenses for the year ended December 31, 1999 include
charges totaling $20.8 million related principally to restructuring costs and
write-offs of certain assets in Europe and South America.

    EXTRAORDINARY CHARGES FROM EARLY EXTINGUISHMENT OF DEBT.  During 2001, the
Company wrote off unamortized deferred financing fees related to indebtedness
repaid prior to its scheduled maturity. As a result, the Company recorded
extraordinary charges totaling $6.6 million less applicable income taxes of
$2.5 million. During 1999, OI Inc. incurred redemption premiums and wrote off
unamortized deferred financing fees related to indebtedness repaid prior to its
scheduled maturity. As a result, the Company was allocated extraordinary charges
totaling $1.2 million less applicable income taxes of $0.4 million.

    CONTINGENCIES.  The Company's parent, OI Inc., is one of a number of
defendants (typically from 20 to 100 or more) in a substantial number of
lawsuits filed in numerous state and federal courts by persons alleging bodily
injury (including death) as a result of exposure to dust from asbestos fibers.
OI Inc. relies primarily on distributions from the Company to fund its indemnity
payments and legal fees related to these lawsuits.

                                      F-23

    From 1948 to 1958, one of OI Inc.'s former business units commercially
produced and sold approximately $40 million of a high-temperature,
calcium-silicate based pipe and block insulation material containing asbestos.
OI Inc. exited the pipe and block insulation business in April 1958. The
traditional asbestos personal injury lawsuits and claims relating to such
production and sale of asbestos material typically allege various theories of
liability, including negligence, gross negligence and strict liability and seek
compensatory and punitive damages in various amounts (herein referred to as
"asbestos claims").

    The following table shows the approximate number of plaintiffs and claimants
involved in asbestos claims pending at the beginning of, disposed of and filed
during, and pending at the end of, each of the years listed (eliminating
duplicate filings):



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Pending at beginning of year................................   20,000     17,000     15,000
Disposed....................................................   24,000     17,000     10,000
Filed.......................................................   31,000     20,000     12,000
                                                               ------     ------     ------
Pending at end of year......................................   27,000     20,000     17,000
                                                               ======     ======     ======


    Additionally, OI Inc. has claims-handling agreements in place with many
plaintiff's counsel throughout the country. These agreements require evaluation
and negotiation regarding whether particular claimants qualify under the
criteria established by such agreements. The criteria for such claims include
verification of a compensable illness and a reasonable probability of exposure
to a product manufactured by OI Inc.'s former business unit during its
manufacturing period ending in 1958. OI Inc. believes that the bankruptcies of
additional co-defendants, as discussed below, have resulted in an acceleration
of the presentation and disposition of a number of claims under such agreements,
which claims would otherwise have been presented and disposed of over the next
several years. This acceleration is reflected in an increased number of pending
asbestos claims and, to the extent disposed, contributes to an increase in
asbestos-related payments which is expected to continue in the near term.

    Since receiving its first asbestos claim, OI Inc., as of December 31, 2001,
has disposed of the asbestos claims of approximately 264,000 plaintiffs and
claimants at an average indemnity payment per claim of approximately $5,300.
Certain of these dispositions have included deferred payment amounts payable
over periods ranging from one to seven years. Deferred payments at December 31,
2001 totaled $37 million and are included in the foregoing average indemnity
payment per claim. OI Inc.'s indemnity payments for these claims have varied on
a per claim basis, and are expected to continue to vary considerably over time.

    OI Inc. believes that its ultimate asbestos-related contingent liability
(i.e., its indemnity or other claim disposition costs plus related legal fees)
cannot be estimated with certainty. In 1993, OI Inc. established a liability of
$975 million to cover indemnity payments and legal fees associated with the
resolution of outstanding and expected future asbestos lawsuits and claims. In
1998, an additional liability of $250 million was established. During the third
quarter of 2000, OI Inc. established an additional liability of $550 million to
cover OI Inc.'s estimated indemnity payments and legal fees arising from
outstanding asbestos personal injury lawsuits and claims and asbestos personal
injury lawsuits and claims filed in the ensuing several years. OI Inc.'s ability
to reasonably estimate its liability has been significantly affected by the
volatility of asbestos-related litigation in the United States, the expanding
list of non-traditional defendants that have been sued in this litigation and
found liable for substantial damage awards, the continued use of litigation
screenings to generate new lawsuits, the large number of claims asserted or
filed by parties who claim prior exposure to asbestos materials but have no
present physical impairment as a result of such exposure, and the growing number
of co-defendants that have filed for bankruptcy. Since the beginning of 2000, A.
P. Green Industries, Inc., Armstrong World Industries, Babcock & Wilcox,
Federal-Mogul Corporation, Fibreboard Corporation,

                                      F-24

G-I Holdings (GAF), Harbison-Walker Refractories Group, Kaiser Aluminum
Corporation, North American Refractories Co., Owens Corning, Pittsburgh-Corning,
Plibrico Company, Porter Hayden Company, USG Corporation, W. R. Grace & Co. and
several other smaller companies have sought protection under Chapter 11 of the
Bankruptcy Code.

    OI Inc. has continued to monitor trends which may affect its ultimate
liability and has continued to analyze the developments and variables affecting
or likely to affect the resolution of pending and future asbestos claims against
OI Inc. OI Inc. expects that the gross amount of total asbestos-related payments
will be moderately lower in 2002 compared to payments of $245.9 million in 2001
and will continue to decline thereafter as the number of potential claimants
continues to decrease. However, the trend toward lower aggregate annual payments
has not occurred as soon as had been anticipated when the additional liability
was established in 2000. In addition, the number of claims and lawsuits filed
against OI Inc. has exceed the number anticipated at that time. As a result,
OI Inc. is continuing to evaluate trends to determine whether further adjustment
of the asbestos-related liabilities is appropriate. While the results of this
review cannot be estimated at this time, OI Inc. expects that an increase of the
liability will be required in order to cover estimated indemnity payments and
legal fees arising from asbestos personal injury lawsuits and claims filed in
the next several years. Subject to the completion of this review, based on all
the factors and matters relating to OI Inc.'s asbestos-related lawsuits and
claims, OI Inc. presently believes that the ultimate resolution of its
asbestos-related costs and liabilities will not have a material effect on
OI Inc.'s financial condition.

    Various litigation is pending against the Company, in many cases involving
ordinary and routine claims incidental to the business of the Company and in
others presenting allegations that are nonroutine and involve compensatory,
punitive or treble damage claims as a well as other types of relief. The
ultimate legal and financial liability of the Company in respect to such pending
litigation and the ultimate amount of distributions which may be required to be
made by the Company and other subsidiaries of OI, Inc. to fund OI Inc.'s
asbestos-related payments cannot be estimated with certainty. However, the
Company believes, based on its examination and review of such matters and
experience to date and subject to the matters discussed above, that such
ultimate liability will not be material in relation to the Company's
Consolidated Financial Statements.

    SEGMENT INFORMATION.  The Company operates in the rigid packaging industry.
The Company has two reportable product segments within the rigid packaging
industry: (1) Glass Containers and (2) Plastics Packaging. The Glass Containers
segment includes operations in North America, Europe, the Asia Pacific region,
and South America. The Plastics Packaging segment consists of two business
units--consumer products (plastic containers and closures) and prescription
products. The Other segment consists primarily of the Company's labels and
carriers products business unit, substantially all of which was divested in
early 2001.

    The Company evaluates performance and allocates resources based on earnings
before interest income, interest expense, provision for income taxes, minority
share owners' interests in earnings of subsidiaries, and extraordinary charges
(collectively "EBIT") excluding unusual items. EBIT for product segments
includes an allocation of corporate expenses based on both a percentage of sales
and direct billings based on the costs of specific services provided. For the
Company's U.S. pension plans, net periodic pension cost (credit) has been
allocated to product segments while the related prepaid pension asset is
included in the caption "Eliminations and Other Retained." Net sales as shown in
the geographic segment information are based on the location of the Company's
affiliate which recorded the sales.

                                      F-25

    Financial information regarding the Company's product segments is as follows
(certain prior year amounts have been reclassified in order to conform to
current year presentation):



                                                                                         ELIMINATIONS
                                                                                          AND OTHER
                                       GLASS      PLASTICS               TOTAL PRODUCT     RETAINED     CONSOLIDATED
                                     CONTAINERS   PACKAGING    OTHER       SEGMENTS         ITEMS          TOTALS
                                     ----------   ---------   --------   -------------   ------------   ------------
                                                                                      
Net sales:
  2001                               $ 3,571.2    $1,817.5    $   13.8     $ 5,402.5                      $5,402.5
  2000                                 3,695.6     1,787.6        68.9       5,552.1                       5,552.1
  1999                                 3,762.6     1,686.7        73.6       5,522.9                       5,522.9
                                     =========    ========    ========     =========       ========       ========
EBIT, excluding unusual items:
  2001                               $   582.5    $  247.9    $   (8.2)    $   822.2       $  (57.9)      $  764.3
  2000                                   587.2       249.2         1.1         837.5           23.4          860.9
  1999                                   582.4       277.7         9.2         869.3            5.9          875.2
                                     =========    ========    ========     =========       ========       ========
Unusual items:
  2001:
    Gain on the sale of a minerals
      business in Australia........  $    10.3                             $    10.3                      $   10.3
    Gain on the sale of the
      Company's label business.....                           $    2.8           2.8                           2.8
    Gain on the sale of the
      Company's Harbor Capital
      business.....................                                                        $  457.3          457.3
    Restructuring and impairment
      charges......................      (64.3)      (17.8)                    (82.1)                        (82.1)
    Loss on the sale of the
      Company's facilities in
      India........................      (31.0)                                (31.0)                        (31.0)
    Special employee benefit
      programs.....................       (7.6)       (3.5)                    (11.1)         (19.8)         (30.9)
    Charges related to certain
      contingencies................                   (8.5)                     (8.5)                         (8.5)
    Restructuring manufacturing
      capacity in the medical
      devices business.............                               (7.9)         (7.9)                         (7.9)


                                      F-26




                                                                                         ELIMINATIONS
                                                                                          AND OTHER
                                       GLASS      PLASTICS               TOTAL PRODUCT     RETAINED     CONSOLIDATED
                                     CONTAINERS   PACKAGING    OTHER       SEGMENTS         ITEMS          TOTALS
                                     ----------   ---------   --------   -------------   ------------   ------------
                                                                                      
Unusual items (continued):
  2000:
    Charges related to
      consolidation of
      manufacturing capacity.......  $  (120.4)   $   (2.0)                $  (122.4)                     $ (122.4)
    Charges related to early
      retirement incentives and
      special termination
      benefits.....................      (22.0)       (9.2)                    (31.2)      $  (21.2)         (52.4)
    Charges related to impairment
      of property, plant and
      equipment in India...........      (40.0)                                (40.0)                        (40.0)
    Other charges, principally
      related to the write-off of
      software.....................       (3.6)                                 (3.6)         (29.9)         (33.5)
  1999:
    Gains related to the sales of
      two manufacturing
      facilities...................       40.8                                  40.8                          40.8
    Charges related principally to
      restructuring costs and
      write-offs of certain assets
      in Europe and South
      America......................      (20.8)                                (20.8)                        (20.8)
                                     =========    ========    ========     =========       ========       ========
Depreciation and amortization
  expense:
  2001.............................  $   342.8    $  181.8    $    6.0     $   530.6       $   13.1       $  543.7
  2000.............................      346.2       177.3         6.4         529.9           19.6          549.5
  1999.............................      348.8       173.0         6.5         528.3           17.0          545.3
                                     =========    ========    ========     =========       ========       ========
Total assets:
  2001.............................  $ 5,579.5    $3,355.0    $   34.9     $ 8,969.4       $1,023.2       $9,992.6
  2000.............................    5,633.8     3,398.4       117.0       9,149.2          930.3       10,079.5
  1999.............................    6,016.8     3,399.5       109.3       9,525.6          995.6       10,521.2
                                     =========    ========    ========     =========       ========       ========
Capital expenditures (1):
  2001.............................  $   351.3    $  177.2    $    0.5     $   529.0       $    2.9       $  531.9
  2000.............................      290.9       184.9         2.4         478.2            3.2          481.4
  1999.............................      428.4       212.3         3.4         644.1            6.3          650.4
                                     =========    ========    ========     =========       ========       ========


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

(1) Excludes property, plant and equipment acquired through acquisitions.

    Financial information regarding the Company's geographic segments is as
follows:



                                                                                           ELIMINATIONS
                                                                                TOTAL       AND OTHER
                                                          ASIA      SOUTH     GEOGRAPHIC     RETAINED     CONSOLIDATED
                            NORTH AMERICA     EUROPE    PACIFIC    AMERICA     SEGMENTS       ITEMS          TOTALS
                            --------------   --------   --------   --------   ----------   ------------   ------------
                                                                                     
Net sales:
  2001....................     $3,301.1      $  913.0   $  660.6   $  527.4    $5,402.5                     $5,402.5
  2000....................      3,390.5         896.9      760.0      504.7     5,552.1                      5,552.1
  1999....................      3,319.4         968.8      814.9      419.8     5,522.9                      5,522.9
                               ========      ========   ========   ========    ========      ========       ========


                                      F-27




                                                                                           ELIMINATIONS
                                                                                TOTAL       AND OTHER
                                                          ASIA      SOUTH     GEOGRAPHIC     RETAINED     CONSOLIDATED
                            NORTH AMERICA     EUROPE    PACIFIC    AMERICA     SEGMENTS       ITEMS          TOTALS
                            --------------   --------   --------   --------   ----------   ------------   ------------
                                                                                     
EBIT, excluding unusual
  items:
  2001....................     $  535.8      $   91.8   $  102.2   $   92.4    $  822.2      $  (57.9)      $  764.3
  2000....................        555.3          81.8      123.9       76.5       837.5          23.4          860.9
  1999....................        601.7         101.2      135.1       31.3       869.3           5.9          875.2
                               ========      ========   ========   ========    ========      ========       ========
Unusual items:
  2001:
  Gain on the sale of a
    minerals business in
    Australia.............                              $   10.3               $   10.3                     $   10.3
  Gain on the sale of the
    Company's label
    business..............     $    2.8                                             2.8                          2.8
  Gain on the sale of the
    Company's Harbor
    Capital Business......                                                                      457.3          457.3
  Restructuring and
    impairment charges....        (51.0)     $   (7.1)      (0.8)  $  (23.2)      (82.1)                       (82.1)
  Loss on the sale of the
    Company's facilities
    in India..............                                 (31.0)                 (31.0)                       (31.0)
  Special employee benefit
    programs..............         (7.9)         (0.7)      (2.3)      (0.2)      (11.1)        (19.8)         (30.9)
  Charges related to
    certain
    contingencies.........         (8.5)                                           (8.5)                        (8.5)
  Restructuring
    manufacturing capacity
    in the medial devices
    business..............         (7.9)                                           (7.9)                        (7.9)
  2000:
  Charges related to
    consolidation of
    manufacturing
    capacity..............       (126.0)                                3.6      (122.4)                      (122.4)
  Charges related to early
    retirement incentives
    and special
    termination
    benefits..............        (31.2)                                          (31.2)        (21.2)         (52.4)
  Charges related to
    impairment of
    property, plant, and
    equipment in India....                                 (40.0)                 (40.0)                       (40.0)
  Other...................                                             (3.6)       (3.6)        (29.9)         (33.5)
  1999:
  Gains related to the
    sales of two
    manufacturing
    facilities............         30.8                                10.0        40.8                         40.8
  Charges related
    principally to
    restructuring costs
    and write-offs of
    certain assets in
    Europe and South
    America...............                      (10.8)                (10.0)      (20.8)                       (20.8)
                               ========      ========   ========   ========    ========      ========       ========


                                      F-28

    The Company's net fixed assets by geographic segment are as follows:



                                                              UNITED STATES   FOREIGN     TOTAL
                                                              -------------   --------   --------
                                                                                
2001........................................................    $1,688.2      $1,571.7   $3,259.9
2000........................................................     1,721.8       1,563.1    3,284.9
1999........................................................     1,755.0       1,689.1    3,444.1


    Reconciliations to consolidated totals are as follows:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Revenues:
  Net sales for reportable segments.........................  $5,402.5   $5,552.1   $5,522.9
  Royalties and net technical assistance....................      24.6       25.3       30.3
  Equity earnings...........................................      19.4       19.8       22.3
  Interest income...........................................      26.9       32.5       28.5
  Other revenue.............................................     539.9      185.1      182.7
                                                              --------   --------   --------
    Total...................................................  $6,013.3   $5,814.8   $5,786.7
                                                              ========   ========   ========
Reconciliation of EBIT to earnings before income taxes and
  minority share owners' interests in earnings:
  EBIT, excluding unusual items for reportable segments.....  $  822.2   $  837.5   $  869.3
  Unusual items excluded from reportable segment
    information.............................................    (127.5)    (197.2)      20.0
  Eliminations and other retained, excluding unusual
    items...................................................     (57.9)      23.4        5.9
  Unusual items excluded from eliminations and other
    retained:
    2001:
      Gain on the sale of the Company's Harbor Capital
        Advisors business...................................     457.3
      Special employee benefit programs.....................     (19.8)
    2000:
      Charges related to early retirement incentives and
        special termination benefits........................                (21.2)
      Other, principally software write-off.................                (29.9)
Net interest expense........................................    (407.1)    (454.2)    (397.4)
                                                              --------   --------   --------
Total.......................................................  $  667.2   $  158.4   $  497.8
                                                              ========   ========   ========


    FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS.  The
following presents condensed consolidating financial information for the
Company, segregating: (1) Owens-Illinois Group, Inc. (the "Parent");
(2) Owens-Brockway Glass Container Inc. (the "Issuer"); (3) those domestic
subsidiaries which will guarantee the notes (the "Guarantor Subsidiaries"); and
(4) all other subsidiaries (the "Non-Guarantor Subsidiaries"). The Guarantor
Subsidiaries are wholly-owned direct and indirect subsidiaries of the Parent and
their guarantees are full, unconditional and joint and several. The Parent is
also a guarantor, and its guarantee is full, unconditional, and joint and
several.

    Subsidiaries of the Parent and of the Issuer are presented on the equity
basis of accounting. Certain reclassifications have been made to conform all of
the financial information to the financial presentation on a consolidated basis.
The principal eliminating entries eliminate investments in subsidiaries and
intercompany balances and transactions.

                                      F-29

    The following information presents consolidating results of operations,
balance sheets and cash flows for the periods and at the dates indicated.



                                                               YEAR ENDED DECEMBER 31, 2001
                                     --------------------------------------------------------------------------------
                                                                               NON-
                                                             GUARANTOR      GUARANTOR
                                      PARENT     ISSUER     SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                     --------   ---------   ------------   ------------   ------------   ------------
                                                                                       
RESULTS OF OPERATIONS
Net sales..........................  $          $ 1,636.6     $1,518.1       $2,330.9      $   (83.1)      $ 5,402.5
Interest...........................                   0.4          2.9           23.6                           26.9
Equity earnings from
  subsidiaries.....................     360.7        31.2         33.6                        (425.5)             --
Other equity earnings..............                  10.9          4.9            3.7           (0.1)           19.4
Other revenue......................                  36.7        513.2           39.0          (24.4)          564.5
                                     --------   ---------     --------       --------      ---------       ---------
  Total revenue....................     360.7     1,715.8      2,072.7        2,397.2         (533.1)        6,013.3
Manufacturing, shipping, and
  delivery.........................               1,297.5      1,168.8        1,858.0         (105.9)        4,218.4
Research, engineering, selling,
  administrative, and other........                 112.0        311.8          268.9            1.0           693.7
Net intercompany interest..........    (199.7)      135.4         57.4            6.9                             --
Other interest expense.............     199.7        70.1         44.2          120.0                          434.0
                                     --------   ---------     --------       --------      ---------       ---------
  Total costs and expense..........        --     1,615.0      1,582.2        2,253.8         (104.9)        5,346.1
Earnings before items below........     360.7       100.8        490.5          143.4         (428.2)          667.2
Provision for income taxes.........                  31.4        200.3           55.7           (1.0)          286.4
Minority share owners' interests in
  earnings of subsidiaries.........                                              22.9           (2.8)           20.1
                                     --------   ---------     --------       --------      ---------       ---------
Earnings before extraordinary
  charge...........................     360.7        69.4        290.2           64.8         (424.4)          360.7
Extraordinary charge...............      (4.1)                    (4.1)                          4.1            (4.1)
                                     --------   ---------     --------       --------      ---------       ---------
Net income (loss)..................  $  356.6   $    69.4     $  286.1       $   64.8      $  (420.3)      $   356.6
                                     ========   =========     ========       ========      =========       =========




                                                               YEAR ENDED DECEMBER 31, 2000
                                     --------------------------------------------------------------------------------
                                                                               NON-
                                                             GUARANTOR      GUARANTOR
                                      PARENT     ISSUER     SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                     --------   ---------   ------------   ------------   ------------   ------------
                                                                                       
RESULTS OF OPERATIONS
Net sales..........................  $          $ 1,762.6     $1,524.9       $2,336.3      $   (71.7)      $ 5,552.1
Interest...........................                   0.5          4.1           27.9                           32.5
Equity earnings from
  subsidiaries.....................      72.3        64.1         20.6                        (157.0)             --
Other equity earnings..............                   9.8          4.3            5.7                           19.8
Other revenue......................                  41.5        152.1           40.0          (23.2)          210.4
                                     --------   ---------     --------       --------      ---------       ---------
  Total revenue....................      72.3     1,878.5      1,706.0        2,409.9         (251.9)        5,814.8
Manufacturing, shipping, and
  delivery.........................               1,408.4      1,164.0        1,880.9          (94.2)        4,359.1
Research, engineering, selling,
  administrative and other.........                 249.8        333.9          226.5            0.4           810.6
Net intercompany interest..........    (352.8)      219.3        126.7            6.8                             --
Other interest expense.............     352.8         0.3          5.7          127.9                          486.7
                                     --------   ---------     --------       --------      ---------       ---------
  Total costs and expenses.........        --     1,877.8      1,630.3        2,242.1          (93.8)        5,656.4
                                     --------   ---------     --------       --------      ---------       ---------
Earnings before items below........      72.3         0.7         75.7          167.8         (158.1)          158.4
Provision for income taxes.........                 (19.3)        22.7           61.0           (0.3)           64.1
Minority share owners' interests in
  earnings of subsidiaries.........                                0.1           22.1           (0.2)           22.0
                                     --------   ---------     --------       --------      ---------       ---------
Net income.........................  $   72.3   $    20.0     $   52.9       $   84.7      $  (157.6)      $    72.3
                                     ========   =========     ========       ========      =========       =========


                                      F-30




                                                                    YEAR ENDED DECEMBER 31, 1999
                                          --------------------------------------------------------------------------------
                                                                                    NON-
                                                                  GUARANTOR      GUARANTOR
                                           PARENT     ISSUER     SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                          --------   ---------   ------------   ------------   ------------   ------------
                                                                                            
RESULTS OF OPERATIONS
Net sales...............................  $          $ 1,814.6     $1,440.1       $2,383.7       $  (115.5)    $ 5,522.9
Interest................................                   0.2          5.5           22.8                          28.5
Equity earnings from subsidiaries.......     299.1        80.8         24.5                         (404.4)           --
Other equity earnings...................                   9.0          3.9            9.4                          22.3
Other revenue...........................                  74.3        126.9           34.0           (22.2)        213.0
                                          --------   ---------     --------       --------       ---------     ---------
  Total revenue.........................     299.1     1,978.9      1,600.9        2,449.9          (542.1)      5,786.7
Manufacturing, shipping, and delivery...               1,437.9      1,039.1        1,954.4          (135.0)      4,296.4
Research, engineering, selling,
  administrative and other..............                 111.6        271.5          183.5                         566.6
Net intercompany interest...............    (285.7)      178.5         98.2            9.0                            --
Other interest expense..................     285.7         0.2          6.4          133.6                         425.9
                                          --------   ---------     --------       --------       ---------     ---------
  Total costs and expenses..............        --     1,728.2      1,415.2        2,280.5          (135.0)      5,288.9
                                          --------   ---------     --------       --------       ---------     ---------
Earnings before items below.............     299.1       250.7        185.7          169.4          (407.1)        497.8
Provision for income taxes..............                  71.0         61.7           53.8            (1.0)        185.5
Minority share owners' interests in
  earnings of subsidiaries..............                                0.1           10.3             2.8          13.2
                                          --------   ---------     --------       --------       ---------     ---------
Earnings before extraordinary charge....     299.1       179.7        123.9          105.3          (408.9)        299.1
Extraordinary charge....................      (0.8)                    (0.8)                           0.8          (0.8)
                                          --------   ---------     --------       --------       ---------     ---------
Net income..............................  $  298.3   $   179.7     $  123.1       $  105.3       $  (408.1)    $   298.3
                                          ========   =========     ========       ========       =========     =========




                                                                         DECEMBER 31, 2001
                                          --------------------------------------------------------------------------------
                                                                                    NON-
                                                                  GUARANTOR      GUARANTOR
                                           PARENT     ISSUER     SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                          --------   ---------   ------------   ------------   ------------   ------------
                                                                                            
BALANCE SHEET
Current assets:
  Accounts receivable...................  $          $   123.7     $  185.8       $  517.0       $   (72.0)    $   754.5
  Inventories...........................                 162.9        212.1          462.5            (0.8)    $   836.7
  Other current assets..................                   1.1        155.2          162.5             0.2     $   319.0
                                          --------   ---------     --------       --------       ---------     ---------
Total current assets....................                 287.7        553.1        1,142.0           (72.6)      1,910.2
Investments in and advances to
  subsidiaries..........................   4,021.9     1,967.5         57.1                       (6,046.5)
Goodwill................................                 554.6      1,447.7          993.0                       2,995.3
Other non-current assets................                 255.0      1,050.0          528.1            (5.9)      1,827.2
                                          --------   ---------     --------       --------       ---------     ---------
Total other assets......................   4,021.9     2,777.1      2,554.8        1,521.1        (6,052.4)      4,822.5
Property, plant and equipment, net......                 600.9      1,105.9        1,553.1                       3,259.9
                                          --------   ---------     --------       --------       ---------     ---------
Total assets............................  $4,021.9   $ 3,665.7     $4,213.8       $4,216.2       $(6,125.0)    $ 9,992.6
                                          ========   =========     ========       ========       =========     =========
Current liabilities:
  Accounts payable and accrued
    liabilities.........................             $   183.9     $  317.0       $  496.6       $   (57.2)    $   940.3
  Short-term loans and long-term debt
    due within one year.................                                4.8           66.4                          71.2
                                          --------   ---------     --------       --------       ---------     ---------
Total current liabilities...............                 183.9        321.8          563.0           (57.2)      1,011.5
Long-term debt..........................   1,700.0     1,661.3        851.3        1,117.1                       5,329.7
Other non-current liabilities and
  minority interests....................                  92.3        746.9          482.4             7.8       1,329.4
Investment by and advances from
  parent................................               1,728.2      2,293.7        2,053.7        (6,075.6)
Share owner's equity....................   2,322.0                                                               2,322.0
                                          --------   ---------     --------       --------       ---------     ---------
Total liabilities and share owner's
  equity................................  $4,022.0   $ 3,665.7     $4,213.7       $4,216.2       $(6,125.0)    $ 9,992.6
                                          ========   =========     ========       ========       =========     =========


                                      F-31




                                                                         DECEMBER 31, 2000
                                          --------------------------------------------------------------------------------
                                                                                    NON-
                                                                  GUARANTOR      GUARANTOR
                                           PARENT     ISSUER     SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                          --------   ---------   ------------   ------------   ------------   ------------
                                                                                            
BALANCE SHEET
Current assets:
  Accounts receivable...................  $          $   148.1     $  197.1       $  472.5       $   (46.8)    $   770.9
  Inventories...........................                 208.3        237.7          417.4            (1.0)        862.4
  Other current assets..................                  25.9        114.7          244.4             0.4         385.4
                                          --------   ---------     --------       --------       ---------     ---------
Total current assets....................        --       382.3        549.5        1,134.3           (47.4)      2,018.7
Investments in and advances to
  subsidiaries..........................   6,663.6     1,925.5         37.7                       (8,626.8)           --
Goodwill................................                 574.9      1,510.2        1,015.9                       3,101.0
Other non-current assets................                 264.5        963.5          450.0            (3.1)      1,674.9
                                          --------   ---------     --------       --------       ---------     ---------
Total other assets......................   6,663.6     2,764.9      2,511.4        1,465.9        (8,629.9)      4,775.9
Property, plant and equipment, net......                 608.3      1,113.2        1,563.4                       3,284.9
                                          --------   ---------     --------       --------       ---------     ---------
Total assets............................  $6,663.6   $ 3,755.5     $4,174.1       $4,163.6       $(8,677.3)    $10,079.5
                                          --------   ---------     --------       --------       ---------     ---------
Current liabilities:
  Accounts payable and accrued
    liabilities.........................  $          $   197.9     $  340.3       $  520.8       $   (41.0)    $ 1,018.0
  Short-term loans and long-term debt
    due within one year.................                                5.0          115.0                         120.0
                                          --------   ---------     --------       --------       ---------     ---------
Total current liabilities...............        --       197.9        345.3          635.8           (41.0)      1,138.0
Long-term debt..........................   4,557.0                      7.3        1,165.5                       5,729.8
Other non-current liabilities and
  minority interests....................                 136.7        578.8          367.6            22.0       1,105.1
Investment by and advances from
  parent................................               3,420.9      3,242.7        1,994.7        (8,658.3)           --
Share owner's equity....................   2,106.6                                                               2,106.6
                                          --------   ---------     --------       --------       ---------     ---------
Total liabilities and share owner's
  equity................................  $6,663.6   $ 3,755.5     $4,174.1       $4,163.6       $(8,677.3)    $10,079.5
                                          ========   =========     ========       ========       =========     =========




                                                                    YEAR ENDED DECEMBER 31, 2001
                                          --------------------------------------------------------------------------------
                                                                                    NON-
                                                                  GUARANTOR      GUARANTOR
                                           PARENT     ISSUER     SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                          --------   ---------   ------------   ------------   ------------   ------------
                                                                                            
CASH FLOWS
Cash provided by (used in) operating
  activities............................  $          $   189.8     $   80.4       $  350.1       $             $  $620.3
Investing Activities:
  Additions to property, plant, and
    equipment...........................                 (68.6)      (156.5)        (306.8)                       (531.9)
  Acquisitions, net of cash acquired....                               (7.6)        (177.0)                       (184.6)
  Proceeds from sales...................                   7.0        525.4           72.9                         605.3
                                          --------   ---------     --------       --------       ---------     ---------
    Cash provided by (used in) investing
      activities........................        --       (61.6)       361.3         (410.9)             --        (111.2)
Financing Activities:
  Net change in payable to OI, Inc......  (2,857.0)                                                             (2,857.0)
  Net investment by (distribution to)
    OI, Inc.............................    (106.5)                                                               (106.5)
  Change in intercompany transactions...   2,963.5    (1,767.1)    (1,271.9)          75.5                            --
  Change in short term debt.............                               (0.3)         (44.1)                        (44.4)
  Payments of long term debt............                 (71.5)      (461.3)        (849.8)                     (1,382.6)
  Borrowings of long term debt..........               1,732.9      1,305.5          861.4                       3,899.8
  Collateral deposits for certain
    derivatives.........................                                             (26.1)                        (26.1)
  Payment of finance fees...............                 (22.5)       (20.1)         (19.5)                        (62.1)
                                          --------   ---------     --------       --------       ---------     ---------
    Cash provided by (used in) financing
      activities........................        --      (128.2)      (448.1)          (2.6)             --        (578.9)
Effect of exchange rate changes on
  cash..................................                                              (4.3)                         (4.3)
                                          --------   ---------     --------       --------       ---------     ---------
Net change in cash......................        --          --         (6.4)         (67.7)             --         (74.1)
Cash at beginning of period.............                    --         28.7          201.0              --         229.7
                                          --------   ---------     --------       --------       ---------     ---------
Cash at end of period...................  $     --   $      --     $   22.3       $  133.3       $      --     $   155.6
                                          ========   =========     ========       ========       =========     =========


                                      F-32




                                                                    YEAR ENDED DECEMBER 31, 2000
                                          --------------------------------------------------------------------------------
                                                                                    NON-
                                                                  GUARANTOR      GUARANTOR
                                           PARENT     ISSUER     SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                          --------   ---------   ------------   ------------   ------------   ------------
                                                                                            
CASH FLOWS
Cash provided by (used in) operating
  activities............................  $          $   (24.7)    $  199.2       $  355.2       $    12.0     $   541.7
Investing Activities:
  Additions to property, plant, and
    equipment...........................                 (72.3)      (175.8)        (233.3)                       (481.4)
  Acquisitions, net of cash acquired....                                             (77.1)                        (77.1)
  Proceeds from sales...................                   1.8         80.3           12.3                          94.4
                                          --------   ---------     --------       --------       ---------     ---------
  Cash provided by (used in) investing
    activities..........................        --       (70.5)       (95.5)        (298.1)             --        (464.1)
Financing Activities:
  Net change in payable to OI Inc.......     297.6                                                                 297.6
  Net investment by (distribution to) OI
    Inc.................................    (213.0)                                                               (213.0)
  Change in intercompany balances.......     (84.6)       95.1       (147.4)         148.9           (12.0)           --
  Change in short term debt.............                                             (43.8)                        (43.8)
  Payments of long term debt............                               (5.6)        (371.9)                       (377.5)
  Borrowings of long term debt..........                                1.5          181.4                         182.9
                                          --------   ---------     --------       --------       ---------     ---------
    Cash provided by (used in) financing
      activities........................        --        95.1       (151.5)         (85.4)          (12.0)       (153.8)
Effect of exchange rate changes on
  cash..................................                                              15.6                          15.6
Effect of change in fiscal year end for
  certain international affiliates......                                              33.2                          33.2
                                          --------   ---------     --------       --------       ---------     ---------
Net change in cash......................        --        (0.1)       (47.8)          20.5              --         (27.4)
Cash at beginning of period.............                   0.1         76.5          180.5                         257.1
                                          --------   ---------     --------       --------       ---------     ---------
Cash at end of period...................  $     --   $      --     $   28.7       $  201.0       $      --     $   229.7
                                          ========   =========     ========       ========       =========     =========




                                                                    YEAR ENDED DECEMBER 31, 1999
                                          --------------------------------------------------------------------------------
                                                                                    NON-
                                                                  GUARANTOR      GUARANTOR
                                           PARENT     ISSUER     SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                          --------   ---------   ------------   ------------   ------------   ------------
                                                                                            
CASH FLOWS
Cash provided by (used in) operating
  activities............................  $          $   132.9     $  257.9       $  313.8       $   (27.3)    $   677.3
Investing Activities:
  Additions to property, plant, and
    equipment...........................                (118.9)      (201.5)        (330.0)                       (650.4)
  Acquisitions, net of cash acquired....                                             (34.0)                        (34.0)
  Proceeds from sales...................                  61.2         14.2          261.7                         337.1
                                          --------   ---------     --------       --------       ---------     ---------
    Cash provided by (used in) investing
      activities........................        --       (57.7)      (187.3)        (102.3)             --        (347.3)
Financing Activities:
  Net change in payable to OI Inc.......     309.7                                                                 309.7
  Net investment by (distribution to) OI
    Inc.................................    (356.8)                                                               (356.8)
  Change in intercompany balances.......      47.1       (75.3)       (59.0)          59.9            27.3            --
  Change in short term debt.............                                             (19.6)                        (19.6)
  Payments of long term debt............                               (4.6)        (372.7)                       (377.3)
  Borrowings of long term debt..........                                1.6          115.9                         117.5
  Payment of finance fees...............                               (1.0)                                        (1.0)
                                          --------   ---------     --------       --------       ---------     ---------
    Cash provided by (used in) financing
      activities........................        --       (75.3)       (63.0)        (216.5)           27.3        (327.5)
Effect of exchange rate changes on
  cash..................................                                             (16.8)                        (16.8)
                                          --------   ---------     --------       --------       ---------     ---------
Net change in cash......................        --        (0.1)         7.6          (21.8)             --         (14.3)
Cash at beginning of period.............       0.2        68.9        202.3          271.4
                                          --------   ---------     --------       --------       ---------     ---------
Cash at end of period...................  $     --   $     0.1     $   76.5       $  180.5       $      --     $   257.1
                                          ========   =========     ========       ========       =========     =========


                                      F-33

                           OWENS-ILLINOIS GROUP, INC.

         SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS (CONSOLIDATED)

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
                             (MILLIONS OF DOLLARS)

Reserves deducted from assets in the balance sheets:

ALLOWANCES FOR LOSSES AND DISCOUNTS ON RECEIVABLES



                                                              ADDITIONS
                                        BALANCE AT   ---------------------------
                                        BEGINNING    CHARGED TO COSTS    OTHER     DEDUCTIONS    BALANCE AT
                                        OF PERIOD      AND EXPENSES     (NOTE 2)    (NOTE 1)    END OF PERIOD
                                        ----------   ----------------   --------   ----------   -------------
                                                                                 
2001..................................     $69.9           $79.3          $6.3        $84.4         $71.1
                                           =====           =====          ====        =====         =====
2000..................................     $56.9           $68.0          $7.1        $62.1         $69.9
                                           =====           =====          ====        =====         =====
1999..................................     $56.9           $53.3          $ --        $53.3         $56.9
                                           =====           =====          ====        =====         =====


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

(1) Deductions from allowances for losses and discounts on receivables represent
    uncollectible notes and accounts written off.

(2) Other for 2001 and 2000 relate to acquisitions during the year.

                                      F-34

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Share Owner
Owens-Brockway Packaging, Inc.

    We have audited the accompanying consolidated balance sheets of
Owens-Brockway Packaging, Inc. as of December 31, 2001 and 2000, and the related
consolidated statements of results of operations, net Parent investment, and
cash flows for each of the three years in the period ended December 31, 2001.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Owens-Brockway
Packaging, Inc. at December 31, 2001 and 2000, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States.

                                          Ernst & Young LLP

Toledo, Ohio
January 24, 2002

                                      F-35

                         OWENS-BROCKWAY PACKAGING, INC.
                       CONSOLIDATED RESULTS OF OPERATIONS
                             (MILLIONS OF DOLLARS)



                                                                 YEARS ENDED DECEMBER 31,
                                                              ------------------------------
                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Revenues:
  Net sales.................................................  $3,749.4   $3,894.1   $3,970.7
  Other revenue.............................................      92.2      110.3      130.0
                                                              --------   --------   --------
                                                               3,841.6    4,004.4    4,100.7

Costs and expenses:
  Manufacturing, shipping, and delivery.....................   2,946.4    3,091.7    3,168.6
  Research and development..................................      10.5       15.0       13.0
  Engineering...............................................      30.0       31.2       35.2
  Selling and administrative................................     173.7      170.1      178.5
  Net intercompany interest.................................     156.3      244.1      207.9
  Other interest expense....................................     189.4      126.6      131.2
  Other.....................................................     159.0      254.5       64.2
                                                              --------   --------   --------
                                                               3,665.3    3,933.2    3,798.6
                                                              --------   --------   --------
Earnings before items below.................................     176.3       71.2      302.1
Provision for income taxes..................................      87.3       19.8      109.6
Minority share owners' interests in earnings of
  subsidiaries..............................................      19.6       20.6       11.2
                                                              --------   --------   --------
Net earnings................................................  $   69.4   $   30.8   $  181.3
                                                              ========   ========   ========


  See accompanying Statement of Significant Accounting Policies and Financial
                                    Review.

                                      F-36

                         OWENS-BROCKWAY PACKAGING, INC.
                          CONSOLIDATED BALANCE SHEETS
                             (MILLIONS OF DOLLARS)
                                     ASSETS



                                                                 DECEMBER 31,
                                                              -------------------
                                                                2001       2000
                                                              --------   --------
                                                                   
CURRENT ASSETS:
  Cash, including time deposits of $28.2 ($45.3 in 2000)....  $  124.7   $  169.6
  Short-term investments....................................                  3.7
  Receivables including amount from related parties of $1.6
    ($1.1 in 2000), less allowances of $32.2 ($40.6 in 2000)
    for losses and discounts................................     575.3      568.0
  Inventories...............................................     611.0      611.4
  Prepaid expenses..........................................      23.9       57.0
                                                              --------   --------
    Total current assets....................................   1,334.9    1,409.7
OTHER ASSETS:
  Equity investments........................................     153.9      164.8
  Repair parts inventories..................................     173.5      201.6
  Prepaid pension...........................................      49.8       41.2
  Deposits, receivables, and other assets...................     421.4      337.4
  Excess of purchase cost over net assets acquired, net of
    accumulated amortization of $531.0 ($417.2 in 2000).....   1,556.2    1,602.3
                                                              --------   --------
    Total other assets......................................   2,354.8    2,347.3
PROPERTY, PLANT, AND EQUIPMENT:
  Land, at cost.............................................     135.1      130.9
  Buildings and equipment, at cost:
    Buildings and building equipment........................     526.7      540.7
    Factory machinery and equipment.........................   2,828.9    2,809.3
    Transportation, office, and miscellaneous equipment.....      79.3       77.5
    Construction in progress................................     196.8      111.3
                                                              --------   --------
                                                               3,766.8    3,669.7
  Less accumulated depreciation.............................   1,663.5    1,546.8
                                                              --------   --------
    Net property, plant, and equipment......................   2,103.3    2,122.9
                                                              --------   --------
Total assets................................................  $5,793.0   $5,879.9
                                                              ========   ========


  See accompanying Statement of Significant Accounting Policies and Financial
                                    Review.

                                      F-37

                         OWENS-BROCKWAY PACKAGING, INC.
                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
                             (MILLIONS OF DOLLARS)
                     LIABILITIES AND NET PARENT INVESTMENT



                                                                  DECEMBER 31,
                                                              ---------------------
                                                                 2001        2000
                                                              ----------   --------
                                                                     
CURRENT LIABILITIES:
  Short-term loans..........................................   $   40.4    $   80.9
  Accounts payable including amount to related parties of
    $30.1 ($9.9 in 2000)....................................      337.0       313.9
  Salaries and wages........................................       89.4        67.0
  U.S. and foreign income taxes.............................        0.2         6.3
  Other accrued liabilities.................................      196.0       268.4
  Long-term debt due within one year........................       26.0        26.1
                                                               --------    --------
    Total current liabilities...............................      689.0       762.6
EXTERNAL LONG-TERM DEBT.....................................    2,778.5     1,165.5
DEFERRED TAXES..............................................      161.9       149.1
OTHER LIABILITIES...........................................      275.7       218.4
MINORITY SHARE OWNERS' INTERESTS............................      159.7       165.1
NET PARENT INVESTMENT:
  Investment by and advances from parent....................    2,276.1     3,898.6
  Accumulated other comprehensive loss......................     (547.9)     (479.4)
                                                               --------    --------
    Total net Parent investment.............................    1,728.2     3,419.2
                                                               --------    --------
Total liabilities and net Parent investment.................   $5,793.0    $5,879.9
                                                               ========    ========


  See accompanying Statement of Significant Accounting Policies and Financial
                                    Review.

                                      F-38

                         OWENS-BROCKWAY PACKAGING, INC.
                       CONSOLIDATED NET PARENT INVESTMENT
                             (MILLIONS OF DOLLARS)



                                                                 YEARS ENDED DECEMBER 31,
                                                              -------------------------------
                                                                2001        2000       1999
                                                              ---------   --------   --------
                                                                            
INVESTMENT BY AND ADVANCES TO PARENT
  Balance at beginning of year..............................  $ 3,898.6   $3,739.8   $3,712.2
  Net intercompany transactions.............................   (1,691.9)     153.0     (153.7)
  Net earnings..............................................       69.4       30.8      181.3
  Net loss for the month ended December 31, 2000 for the
    change in the fiscal year end of certain international
    affiliates..............................................                 (25.0)
                                                              ---------   --------   --------
    Balance at end of year..................................    2,276.1    3,898.6    3,739.8
                                                              =========   ========   ========

ACCUMULATED OTHER COMPREHENSIVE LOSS
  Balance at beginning of year..............................     (479.4)    (343.5)    (179.9)
  Foreign currency translation adjustments..................      (66.0)    (135.9)    (163.6)
  Change in certain derivative instruments..................       (2.5)
                                                              ---------   --------   --------
    Balance at end of year..................................     (547.9)    (479.4)    (343.5)
                                                              =========   ========   ========
Total net Parent investment.................................  $ 1,728.2   $3,419.2   $3,396.3
                                                              =========   ========   ========

TOTAL COMPREHENSIVE INCOME (LOSS)
  Net earnings..............................................  $    69.4   $   30.8   $  181.3
  Foreign currency translation adjustments..................      (66.0)    (135.9)    (163.6)
  Change in certain derivative instruments..................       (2.5)
                                                              =========   ========   ========
    Total...................................................  $     0.9   $ (105.1)  $   17.7
                                                              =========   ========   ========


  See accompanying Statement of Significant Accounting Policies and Financial
                                    Review.

                                      F-39

                         OWENS-BROCKWAY PACKAGING, INC.
                            CONSOLIDATED CASH FLOWS
                             (MILLIONS OF DOLLARS)



                                                                 YEARS ENDED DECEMBER 31,
                                                              -------------------------------
                                                                2001        2000       1999
                                                              ---------   --------   --------
                                                                            
OPERATING ACTIVITIES:
  Net earnings..............................................  $    69.4   $  30.8    $ 181.3
  Non-cash charges (credits):
    Depreciation............................................      286.4     298.3      299.0
    Amortization of deferred costs..........................       72.3      62.2       66.1
    Deferred tax provision (credit).........................       72.5     (64.2)      45.2
    Restructuring costs and write-offs of certain assets....       65.2     186.0       20.8
    (Gains) losses on asset sales...........................       20.7                (40.8)
    Other...................................................      (64.0)    (80.0)     (95.7)
  Change in non-current operating assets....................       18.9     (16.8)      (7.8)
  Reduction of non-current liabilities......................      (22.1)     (0.1)       1.4
  Change in components of working capital...................      (28.7)    (80.0)     (69.9)
                                                              ---------   -------    -------
      Cash provided by operating activities.................      490.6     336.2      399.6

INVESTING ACTIVITIES:
  Additions to property, plant and equipment................     (364.8)   (301.6)    (441.9)
  Acquisitions, net of cash acquired........................     (169.0)    (77.2)     (34.2)
  Net cash proceeds from divestitures and other.............       80.0      31.7      327.6
                                                              ---------   -------    -------
      Cash utilized in investing activities.................     (453.8)   (347.1)    (148.5)

FINANCING ACTIVITIES:
  Additions to long-term debt...............................    2,593.0     172.3      222.6
  Repayments of long-term debt..............................     (918.5)   (357.0)    (475.8)
  Decrease in short-term loans..............................      (35.7)    (40.4)     (14.9)
  Net change in intercompany debt...........................   (1,643.0)    189.9        6.5
  Collateral deposits for certain derivative instruments....      (26.1)
  Payment of finance fees...................................      (45.3)
                                                              ---------   -------    -------
      Cash utilized in financing activities.................      (75.6)    (35.2)    (261.6)
  Effect of exchange rate fluctuations on cash..............       (6.1)     16.1      (17.9)
  Effect of change in fiscal year end for certain
    international affiliates................................                 31.9
                                                              ---------   -------    -------
Increase (decrease) in cash.................................      (44.9)      1.9      (28.4)
Cash at beginning of year...................................      169.6     167.7      196.1
                                                              ---------   -------    -------
Cash at end of year.........................................  $   124.7   $ 169.6    $ 167.7
                                                              =========   =======    =======


  See accompanying Statement of Significant Accounting Policies and Financial
                                    Review.

                                      F-40

                  STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

    BASIS OF CONSOLIDATED STATEMENTS.  The consolidated financial statements of
Owens-Brockway Packaging, Inc. ("Company") include the accounts of its
subsidiaries. Newly acquired subsidiaries have been included in the consolidated
financial statements from dates of acquisition. Prior to December 2000,
substantially all of the Company's consolidated foreign subsidiaries reported
their results of operations on a one-month lag, which allowed additional time to
compile the results. Beginning in December 2000, the one-month lag was
eliminated. As a result, the December 2000 results of operations for these
subsidiaries, which amounted to a net loss of $25.0 million, was recorded
directly to retained earnings in December 2000.

    The Company uses the equity method of accounting for investments in which it
has a significant ownership interest, generally 20% to 50%. Other investments
are accounted for at cost.

    RELATIONSHIP WITH OWENS-ILLINOIS GROUP, INC. AND OWENS-ILLINOIS, INC.  The
Company is a wholly-owned subsidiary of Owens-Illinois Group, Inc. ("OI Group")
and an indirect subsidiary of Owens-Illinois, Inc. ("OI Inc."). Although
OI Inc. does not conduct any operations, it has substantial obligations related
to outstanding indebtedness, dividends for preferred stock and asbestos-related
payments. OI Inc. relies primarily on distributions from its direct and indirect
subsidiaries to meet these obligations.

    For federal and certain state income tax purposes, the taxable income of the
Company is included in the consolidated tax returns of OI Inc. and income taxes
are allocated to the Company on a basis consistent with separate returns.

    NATURE OF OPERATIONS.  The Company is a leading manufacturer of glass
container products. The Company's principal product lines in the Glass
Containers product segment are glass containers for the food and beverage
industries. The Company has glass container operations located in 19 countries.
The principal markets and operations for the Company's glass products are in
North America, Europe, South America, and Australia. One customer accounted for
11.5%, 10.9%, and 10.3% of the Company's sales in 2001, 2000, and 1999,
respectively.

    USE OF ESTIMATES.  The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires
management of the Company to make estimates and assumptions that affect certain
amounts reported in the financial statements and accompanying notes. Actual
results may differ from those estimates, at which time the Company would revise
its estimates accordingly.

    CASH.  The Company defines "cash" as cash and time deposits with maturities
of three months or less when purchased.

    FAIR VALUES OF FINANCIAL INSTRUMENTS.  The carrying amounts reported for
cash, short-term investments and short-term loans approximate fair value. In
addition, carrying amounts approximate fair value for certain long-term debt
obligations subject to frequently redetermined interest rates. Derivative
financial instruments are included on the balance sheet at fair value.

    INVENTORY VALUATION.  The Company values most U.S. inventories at the lower
of last-in, first-out (LIFO) cost or market. Other inventories are valued at the
lower of standard costs (which approximate average costs) or market.

    EXCESS OF PURCHASE COST OVER NET ASSETS ACQUIRED.  Through December 31,
2001, the excess of purchase cost over net assets acquired was being amortized
over 40 years. The Company evaluated the recoverability of long-lived assets
based on undiscounted projected cash flows, excluding interest and taxes, when
factors indicate that an impairment may exist. (See "New Accounting Standards).

                                      F-41

    PROPERTY, PLANT, AND EQUIPMENT.  In general, depreciation is computed using
the straight-line method. Renewals and improvements are capitalized. Maintenance
and repairs are expensed as incurred.

    REVENUE RECOGNITION.  The Company recognizes sales, net of estimated
discounts and allowances, when title to products is transferred to customers.
Shipping and handling costs are included with manufacturing, shipping, and
delivery costs.

    INCOME TAXES ON UNDISTRIBUTED EARNINGS.  In general, the Company plans to
continue to reinvest the undistributed earnings of foreign subsidiaries and
foreign corporate joint ventures accounted for by the equity method.
Accordingly, taxes are provided only on that amount of undistributed earnings in
excess of planned reinvestments.

    FOREIGN CURRENCY TRANSLATION.  The assets and liabilities of certain
affiliates and associates are translated at current exchange rates and any
related translation adjustments are recorded directly in share owners' equity.
For the years ended December 31, 2001, 2000, and 1999, the Company's affiliates
located in Venezuela operated in a "highly inflationary" economy. As such,
certain assets of these affiliates were translated at historical exchange rates
and all translation adjustments are reflected in the statements of Consolidated
Results of Operations. Effective January 1, 2002, the affiliates in Venezuela
will no longer be considered operating in a "highly inflationary" economy.
Assets and liabilities will be translated at current exchange rates with any
related translation adjustments being recorded directly to net Parent
investment.

    NEW ACCOUNTING STANDARDS.  In July 2001, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 141, "Business
Combinations," which is effective for business combinations completed after
June 30, 2001. Also in July 2001, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("FAS No. 142"), which is effective for goodwill acquired
after June 30, 2001. For goodwill acquired prior to July 1, 2001, FAS No. 142
will be effective for fiscal years beginning after December 15, 2001. Under FAS
No. 142, goodwill and intangible assets with indefinite lives will no longer be
amortized but will be reviewed annually (or more frequently if impairment
indicators arise) for impairment.

    The Company estimates that adopting FAS No. 142 will increase 2002 earnings
before the effects of the accounting change by approximately $45 million. The
Company has not completed its assessment of the effects that adopting FAS
No. 142 will have on the reported value of goodwill.

    In October 2001, the Financial Accounting Standards Board ("FASB") issued
Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("FAS No. 144"). FAS No. 144 supersedes FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" ("FAS No. 121"). FAS No. 144 provides additional guidance on
estimating cash flows when performing a recoverability test, requires that a
long-lived asset (group) to be disposed of other than by sale (e.g. abandoned)
be classified as "held and used" until it is disposed of, and establishes more
restrictive criteria to classify an asset (group) as "held for sale", however it
retains the fundamental provisions of FAS No. 121 related to the recognition and
measurement of the impairment of long-lived assets to be "held and used." FAS
No. 144 is effective for fiscal years beginning after December 15, 2001 and
transition is prospective for committed disposal activities that are initiated
after the effective date of FAS No. 144's initial application. The impact of
adopting FAS No. 144 on the Company's reporting and disclosure is not expected
to be material to the Company's financial position or results of operations.

                                      F-42

                                FINANCIAL REVIEW
                      TABULAR DATA IN MILLIONS OF DOLLARS

    CHANGES IN COMPONENTS OF WORKING CAPITAL RELATED TO OPERATIONS.  Changes in
the components of working capital related to operations (net of the effects
related to acquisitions and divestitures) were as follows:



                                                         2001       2000       1999
                                                       --------   --------   --------
                                                                    
Decrease (increase) in current assets:
  Short-term investments.............................   $  3.6     $ 12.0     $(15.2)
  Receivables........................................      2.3      (35.1)      19.9
  Net intercompany receivable........................     17.2      (43.9)      11.0
  Inventories........................................     24.3      (19.5)     (10.1)
  Prepaid expenses...................................      0.8        3.8      (25.3)
Increase (decrease) in current liabilities:
  Accounts payable and accrued liabilities...........    (46.3)     (20.1)     (47.2)
  Salaries and wages.................................      1.4       (2.6)       8.6
  U.S. and foreign income taxes......................    (32.0)      25.4      (11.6)
                                                        ------     ------     ------
                                                        $(28.7)    $(80.0)    $(69.9)
                                                        ======     ======     ======


    INVENTORIES.  Major classes of inventory are as follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Finished goods..............................................   $507.2     $494.9
Work in process.............................................      5.9        7.9
Raw materials...............................................     53.5       58.0
Operating supplies..........................................     44.4       50.6
                                                               ------     ------
                                                               $611.0     $611.4
                                                               ======     ======


    If the inventories which are valued on the LIFO method had been valued at
standard costs, which approximate current costs, consolidated inventories would
be higher than reported by $14.7 million and $10.8 million, at December 31, 2001
and 2000, respectively.

    Inventories which are valued at the lower of standard costs (which
approximate average costs), or market at December 31, 2001 and 2000 were
approximately $465.9 million and $420.0 million, respectively.

    EQUITY INVESTMENTS.  Summarized information pertaining to the Company's
equity associates follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
At end of year:
  Equity in undistributed earnings:
    Foreign.................................................   $ 86.2     $ 85.6
    Domestic................................................     21.6       19.0
                                                               ------     ------
      Total.................................................   $107.8     $104.6
                                                               ======     ======
  Equity in cumulative translation adjustment...............   $(54.2)    $(46.7)
                                                               ======     ======


                                      F-43




                                                           2001       2000       1999
                                                         --------   --------   --------
                                                                      
For the year:
  Equity in earnings:
    Foreign............................................   $ 7.3      $ 4.7      $ 8.2
    Domestic...........................................    11.6       14.0       12.8
                                                          -----      -----      -----
      Total............................................   $18.9      $18.7      $21.0
                                                          =====      =====      =====
  Dividends received...................................   $18.2      $13.9      $ 9.7
                                                          =====      =====      =====


    EXTERNAL LONG-TERM DEBT.  The following table summarizes the external
long-term debt of the Company at December 31, 2001 and 2000:



                                                             2001       2000
                                                           --------   --------
                                                                
Secured Credit Agreement:
  Revolving Credit Facility..............................  $1,560.4
  Term Loan..............................................   1,045.0
Second Amended and Restated Credit Agreement:
  Revolving Credit Facility:
    Offshore Loans:
      Australian Dollars
        1.39 billion.....................................             $  775.3
      British Pounds
        125.0 million....................................                186.8
      Italian Lira
        18.0 billion.....................................                  8.7
Other....................................................     199.1      220.8
                                                           --------   --------
                                                            2,804.5    1,191.6
                                                           --------   --------
Less amounts due within one year.........................      26.0       26.1
                                                           --------   --------
External long-term debt..................................  $2,778.5   $1,165.5
                                                           ========   ========


    In April 2001, OI Group and certain of its domestic and foreign
subsidiaries, including subsidiaries of the Company (the "Borrowers") entered
into the Secured Credit Agreement (the "Agreement") with a group of banks, which
expires on March 31, 2004. The Agreement provides for a $3.0 billion revolving
credit facility (the "Revolving Credit Facility") and a $1.5 billion term loan
(the "Term Loan"). The Agreement includes an Overdraft Account Facility
providing for aggregate borrowings up to $50 million which reduce the amount
available for borrowing under the Revolving Credit Facility. The Agreement also
provides for the issuance of letters of credit totaling up to $500 million,
which also reduce the amount available for borrowings under the Revolving Credit
Facility.

    Under the Secured Credit Agreement, the Company's subsidiaries have a total
commitment of $2.0 billion provided by the Revolving Credit Facility and a total
commitment of $1.045 billion provided by the Term Loan. At December 31, 2001,
the Company's subsidiaries had unused credit of $341.2 million available under
the Secured Credit Agreement.

    Prior to April 2001, the Company's significant domestic financing was
provided by OI Inc. under the April 1998 Second Amended and Restated Credit
Agreement through intercompany loans. Borrowings under the Secured Credit
Agreement by the Company's subsidiaries and certain other domestic subsidiaries
of OI Group were used to repay all amounts outstanding under, and terminate the
Second Amended and Restated Credit Agreement.

    The interest rate on borrowings under the Revolving Credit Facility is, at
the Borrower's option, the Base Rate or a reserve adjusted Eurodollar rate. The
interest rate on borrowings under the

                                      F-44

Revolving Credit Facility also includes a margin linked to the Company's
Consolidated Leverage Ratio, as defined in the Agreement. The margin is limited
to ranges of 1.75% to 2.00% for Eurodollar loans and .75% to 1.00% for Base Rate
loans. The interest rate on Overdraft Account loans is the Base Rate minus .50%.
The weighted average interest rate on borrowings outstanding under the Revolving
Credit Facility at December 31, 2001 was 4.12%. While no compensating balances
are required by the Agreement, the Borrowers must pay a facility fee on the
Revolving Credit Facility commitments of .50%.

    The interest rate on borrowings under the Term Loan is, at the Borrowers'
option, the Base Rate or a reserve adjusted Eurodollar rate. The interest rate
on borrowings under the Term Loan also includes a margin of 2.50% for Eurodollar
loans and 1.50% for Base Rate loans. The weighted average interest rate on
borrowings outstanding under the Term Loan at December 31, 2001 was 4.50%.

    The Agreement requires, among other things, the maintenance of certain
financial ratios, and restricts the creation of liens and certain types of
business activities and investments.

    Borrowings under the Agreement are secured by substantially all the assets
of the Company's domestic subsidiaries and certain foreign subsidiaries, which
have a book value of approximately $1.9 billion. Borrowings are also secured by
a pledge of intercompany debt and equity in most of the Company's domestic
subsidiaries and certain stock of certain foreign subsidiaries.

    During January 2002, a subsidiary of the Company completed a $1.0 billion
private placement of senior secured notes. The notes bear interest at 8 7/8% and
are due February 15, 2009. The notes are guaranteed by OI Group and
substantially all of its domestic subsidiaries. The assets of substantially all
of OI Group's domestic subsidiaries are pledged as security for the notes. The
Company's subsidiary used substantially all the net cash proceeds from the notes
to reduce its outstanding term loan under the Agreement by $980 million. As
such, the Company wrote off unamortized deferred financing fees in January 2002
related to the term loan and recorded an extraordinary charge totaling
$10.9 million less applicable income taxes of $4.2 million. The indenture for
the notes restricts among other things, the ability of the Company and its
restricted subsidiaries to borrow money, pay dividends on, or redeem or
repurchase stock, make investments, create liens, enter into certain
transactions with affiliates, and sell certain assets or merge with or into
other companies.

    Annual maturities for all of the Company's long-term debt through 2006 are
as follows: 2002, $26.0 million; 2003, $43.0 million; 2004, $1,657.2 million;
2005, $70.9 million; and 2006, $5.0 million. These maturities reflect the
issuance of the senior secured notes in January 2002 as noted above.

    Interest paid in cash aggregated $180.5 million for 2001, $117.7 million for
2000, and $116.6 million for 1999.

    GUARANTEES OF DEBT.  The Company has guaranteed the borrowings of certain of
OI Group's domestic subsidiaries totaling $850 million and has also guaranteed
the borrowings of certain foreign subsidiaries under the Agreement.

    During the second quarter of 2001, OI Inc. sought and received consent from
the holders of a majority of the principal amount of each of its six series of
senior notes and debentures to amend the indenture governing those securities.
The amendments implement a previously announced offer by OI Group and the
Company to secure OI Inc.'s obligations under the indentures and the securities
with a second lien on the intercompany debt and capital stock of their direct
subsidiaries, including the Company. OI Group and the Company have also
guaranteed OI Inc.'s obligations under the indentures.

                                      F-45

    OPERATING LEASES.  Rent expense attributable to all operating leases was
$59.6 million in 2001, $44.1 million in 2000, and $43.2 million in 1999. Minimum
future rentals under operating leases are as follows: 2002, $33.2 million; 2003,
$26.2 million; 2004, $17.4 million; 2005, $12.2 million; 2006, $10.7 million;
and 2007 and thereafter, $25.5 million.

    FOREIGN CURRENCY TRANSLATION.  Aggregate foreign currency exchange gains
(losses) included in other costs and expenses were $3.9 million in 2001, $(0.4)
million in 2000, and $4.4 million in 1999.

    DERIVATIVE INSTRUMENTS.  The terms of OI Inc.'s former bank credit agreement
provided for foreign currency borrowings by certain of the Company's
international affiliates. Such borrowings provided a natural hedge against a
portion of the Company's investment. Under the April 2001 Secured Credit
Agreement, international affiliates are only permitted to borrow in U.S.
dollars. The Company's affiliates in Australia and the United Kingdom have
entered into currency swaps covering their initial borrowings under the
Agreement. These swaps are being used to manage the affiliates' exposure to
fluctuating foreign exchange rates by swapping the principal and interest
payments due under the Secured Credit Agreement.

    As of December 31, 2001, the Company's affiliate in Australia has swapped
$650.0 million of borrowings into $1,275.0 million Australian dollars. This swap
matures on March 31, 2003, with interest resets every 90 days. The interest
reset terms of the swap approximate the terms of the U.S. dollar borrowings.
This derivative instrument swaps both the interest and principal from U.S.
dollars to Australian dollars and also swaps the interest rate from a U.S. based
rate to an Australian based rate. The Company's affiliate in the United Kingdom
has swapped $200.0 million of borrowings into 139.0 million British pounds. This
swap also matures on March 31, 2003, with interest resets every 90 days. This
derivative instrument swaps both the interest and principal from U.S. dollars to
British pounds and also swaps the interest rate from a U.S. based rate to a
British rate.

    On October 1, 2001, the Company completed the acquisition of the Canadian
glass container assets of Consumers Packaging Inc. for a purchase price of
approximately $150 million. The Company financed this purchase through
borrowings under the Secured Credit Agreement, which were transferred to Canada
through intercompany loans in U.S. dollars. The Company's affiliate in Canada
has entered into swap transactions to manage the affiliate's exposure to
fluctuating foreign exchange rates by swapping the principal and interest
portion of the intercompany loan. At December 31, 2001, the Canadian affiliate
has swapped $90.0 million of borrowings into $142.0 million Canadian dollars.
This swap matures on October 1, 2003. This derivative instrument swaps both the
interest and principal from U.S. dollars to Canadian dollars and also swaps the
interest rate from a U.S. based rate to a Canadian based rate. The affiliate has
also entered into a forward hedge related to the fourth quarter interest
receivable and payable related to the previous swap. The affiliate has also
entered in forward hedges which effectively swap $10.0 million of borrowings
into $16.0 million Canadian dollars. These hedges swap both the interest and
principal from U.S. dollars to Canadian dollars and mature monthly.

    The Company recognizes the above derivatives on the balance sheet at fair
value. The Company accounts for the above swaps as fair value hedges. As such,
the changes in the value of the swaps are included in other expense and are
expected to substantially offset any exchange rate gains or losses on the
related U.S. dollar borrowings. For the year ended December 31, 2001, the amount
not offset was immaterial.

    The Company also uses commodity futures contracts related to forecasted
natural gas requirements. The objective of these futures contracts is to limit
the fluctuations in prices paid and the potential volatility in earnings or cash
flows from future market price movements. During 2001, the Company entered into
commodity futures contracts for approximately 75% of its domestic natural gas
usage (approximately 1.2 billion BTUs) through March 2002. The Company has also
entered into additional contracts in 2002 with respect to its forecasted natural
gas usage through the end of 2002.

                                      F-46

    The Company accounts for the above futures contracts on the balance sheet at
fair value. The effective portion of changes in the fair value of a derivative
that is designated as and meets the required criteria for a cash flow hedge is
recorded in accumulated other comprehensive income ("OCI") and reclassified into
earnings in the same period or periods during which the underlying hedged item
affects earnings. The ineffective portion of the change in the fair value of a
derivative designated as a cash flow hedge is recognized in current earnings.

    The above futures contracts are accounted for as cash flow hedges at
December 31, 2001. Hedge accounting is only applied when the derivative is
deemed to be highly effective at offsetting anticipated cash flows of the hedged
transactions. For hedged forecasted transactions, hedge accounting will be
discontinued if the forecasted transaction is no longer probable to occur, and
any previously deferred gains or losses will be recorded to earnings
immediately.

    During 2001, an unrealized net loss of $2.5 million (net of tax) related to
these commodity futures contracts was included in OCI. There was no
ineffectiveness recognized during the 2001.

    ACCUMULATED OTHER COMPREHENSIVE LOSS.  Foreign currency translation
adjustments and changes in certain derivative balances comprise accumulated
other comprehensive loss. Changes in accumulated other comprehensive loss was as
follows:



                                                              2001       2000       1999
                                                            --------   --------   --------
                                                                         
Balance at beginning of year..............................  $(479.4)   $(343.5)   $(179.9)
Net effect of exchange rate fluctuations..................    (68.6)    (138.7)    (161.5)
Deferred income taxes.....................................      2.6        2.8       (2.1)
Change in certain derivative balances.....................     (2.5)
                                                            -------    -------    -------
Balance at end of year....................................  $(547.9)   $(479.4)   $(343.5)
                                                            =======    =======    =======


    The net effect of exchange rate fluctuations generally reflects changes in
the relative strength of the U.S. dollar against major foreign currencies
between the beginning and end of the year.

    INCOME TAXES.  Deferred income taxes reflect: (1) the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes and
(2) carryovers and credits for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities at December 31, 2001 and 2000
are as follows (certain amounts from prior year have been reclassified to
conform to current year presentation):



                                                                2001       2000
                                                              --------   --------
                                                                   
Deferred tax assets:
  Tax loss carryovers.......................................  $  19.4    $  15.3
  Other.....................................................    139.8      130.3
                                                              -------    -------
    Total deferred tax assets...............................    159.2      145.6
Deferred tax liabilities:
  Property, plant and equipment.............................    161.8      142.9
  Inventory.................................................     35.8       39.2
  Other.....................................................    117.6       75.7
                                                              -------    -------
    Total deferred tax liabilities..........................    315.2      257.8
                                                              -------    -------
    Net deferred tax liabilities............................  $(156.0)   $(112.2)
                                                              =======    =======


                                      F-47

    Deferred taxes are included in the Consolidated Balance Sheets at
December 31, 2001 and 2000 as follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Prepaid expenses............................................  $   5.9    $  36.9
Deferred tax liabilities....................................   (161.9)    (149.1)
                                                              -------    -------
Net deferred tax liabilities................................  $(156.0)   $(112.2)
                                                              =======    =======


    The provision (benefit) for income taxes consists of the following:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Current:
  State.....................................................   $(0.3)     $ 0.3      $  1.7
  Foreign...................................................    15.1       87.9        61.8
                                                               -----      -----      ------
                                                                14.8       88.2        63.5
                                                               -----      -----      ------
Deferred:
  U.S. Federal..............................................    30.1      (17.4)       56.3
  State.....................................................     3.6       (5.6)        6.7
  Foreign...................................................    38.8      (45.4)      (16.9)
                                                               -----      -----      ------
                                                                72.5      (68.4)       46.1
                                                               -----      -----      ------
Total:
  U.S. Federal..............................................    30.1      (17.4)       56.3
  State.....................................................     3.3       (5.3)        8.4
  Foreign...................................................    53.9       42.5        44.9
                                                               -----      -----      ------
                                                               $87.3      $19.8      $109.6
                                                               =====      =====      ======


    The provision for income taxes was calculated based on the following
components of earnings (loss) before income taxes:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Domestic....................................................   $ 58.3     $(74.8)    $153.8
Foreign.....................................................    118.0      146.0      148.3
                                                               ------     ------     ------
                                                               $176.3     $ 71.2     $302.1
                                                               ======     ======     ======


    Income taxes paid in cash were as follows:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Domestic....................................................   $ 0.2      $ 0.5      $ 0.3
Foreign.....................................................    45.7       44.3       47.1
                                                               -----      -----      -----
                                                               $45.9      $44.8      $47.4
                                                               =====      =====      =====


                                      F-48

    A reconciliation of the provision for income taxes based on the statutory
U.S. Federal tax rate of 35% to the provision for income taxes is as follows:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Pretax earnings at statutory U.S. Federal tax rate..........   $61.7      $24.9      $105.8
Increase (decrease) in provision for income taxes due to:
  Amortization of goodwill..................................    15.1       15.6        16.6
  State taxes, net of federal benefit.......................     2.1       (3.4)        5.5
  Foreign earnings at different rates.......................    (3.4)      (9.3)      (17.0)
  Adjustment for non-U.S. tax law changes...................     6.0       (9.3)
  Other items...............................................     5.8        1.3        (1.3)
                                                               -----      -----      ------
Provision for income taxes..................................   $87.3      $19.8      $109.6
                                                               -----      -----      ------
Effective tax rate..........................................    49.5%      27.9%       36.3%
                                                               =====      =====      ======


    The Company is included with OI Inc.'s consolidated tax returns. OI Inc. has
net operating losses, alternative minimum tax credits, and research and
development credits available to offset future U.S. Federal income tax.

    At December 31, 2001, the Company's equity in the undistributed earnings of
foreign subsidiaries for which income taxes had not been provided approximated
$529.9 million. It is not practicable to estimate the U.S. and foreign tax which
would be payable should these earnings be distributed.

    RELATED PARTY TRANSACTIONS.  Charges for administrative services are
allocated to the Company by OI Inc. based on an annual utilization level. Such
services include compensation and benefits administration, payroll processing,
use of certain general accounting systems, auditing, income tax planning and
compliance, and treasury services. Management believes that such transactions
are on terms no less favorable to the Company than those that could be obtained
from unaffiliated third parties. The following information summarizes the
Company's significant related party transactions:



                                                                 YEARS ENDED DECEMBER 31,
                                                              ------------------------------
                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Revenues:
  Sales to affiliated companies.............................   $ 1.0      $ 3.1      $ 4.3
                                                               =====      =====      =====
Expenses:
  Administrative services...................................    18.5       21.5       19.2
  Corporate management fee..................................    16.3       17.9       18.1
                                                               -----      -----      -----
Total expenses..............................................   $34.8      $39.4      $37.3
                                                               =====      =====      =====


    The above expenses are recorded in the statement of operations as follows:



                                                                2000       2001       1999
                                                              --------   --------   --------
                                                                           
Cost of sales...............................................   $16.4      $19.2      $17.0
Selling, general, and administrative expenses...............    18.4       20.2       20.3
                                                               -----      -----      -----
Total expenses..............................................   $34.8      $39.4      $37.3
                                                               =====      =====      =====


    Intercompany interest is charged to the Company from OI Inc. based on
intercompany debt balances. Intercompany interest expense is calculated using a
weighted average interest rate of external borrowings by OI Inc.

                                      F-49

    PARTICIPATION IN OI INC. STOCK OPTION PLANS.  The Company participates in
the stock option plans of OI Inc. under which employees of the Company may be
granted options to purchase common shares of OI Inc. No options may be exercised
in whole or in part during the first year after the date granted. In general,
subject to certain accelerated exercisability provisions, 50% of the options
become exercisable on the fifth anniversary of the date of the option grant,
with the remaining 50% becoming exercisable on the sixth anniversary date of the
option grant. In general, options expire following termination of employment or
the day after the tenth anniversary date of the option grant.

    All options have been granted at prices equal to the market price of the
OI Inc.'s common stock on the date granted. Accordingly, the Company recognizes
no compensation expense related to the stock option plans. OI Inc. has adopted
the disclosure-only provisions of Statement of Financial Accounting Standards
(SFAS) No. 123, "Accounting for Stock-Based Compensation."

    A substantial number of the options have been granted to key employees of
another subsidiary of OI Inc., some of whose compensation costs are included in
an allocation of costs to all operating subsidiaries of OI Inc., including the
Company. It is not practical to determine an amount of additional compensation
allocable to the Company if OI Inc. had elected to recognize compensation cost
based on the fair value of the options granted at grant date as allowed by SFAS
No. 123.

    PENSION BENEFIT PLANS.  The Company participates in OI Inc.'s pension plans
for substantially all employees located in the United States. Benefits generally
are based on compensation for salaried employees and on length of service for
hourly employees. OI Inc.'s policy is to fund pension plans such that sufficient
assets will be available to meet future benefit requirements. Independent
actuaries determine pension costs for each subsidiary of OI Inc. included in the
plans; however, accumulated benefit obligation information and plan assets
pertaining to each subsidiary have not been separately determined. As such, the
accumulated benefit obligation and the plan assets related to the pension plans
for domestic employees have been retained by another subsidiary of OI Inc. Net
credits to results of operations for the Company's allocated portion of the
domestic pension costs amounted to $77.1 million in 2001, $82.9 million in 2000,
and $67.2 million in 1999.

    On October 1, 2001, the Company completed the acquisition of the Canadian
glass container assets of Consumers Packaging Inc. As part of the transaction,
the Company assumed certain of the pension liabilities of Consumers Packaging.
The information below includes the activity of these pension plans from
October 1, 2001 through December 31, 2001.

    The Company's subsidiaries in the United Kingdom, Australia and Canada also
have pension plans covering substantially all employees. The following tables
relate to the Company's principal United Kingdom, Australian and Canadian
pension plans (the International Pension Plans).

    The changes in the International Pension Plans benefit obligations for the
year were as follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Obligations at beginning of year............................   $392.7     $400.5
Change in benefit obligations:
  Service cost..............................................      9.3        9.1
  Interest cost.............................................     22.9       22.3
  Actuarial (gain) loss.....................................    (13.1)       6.9
  Acquisitions..............................................    170.0
  Benefit payments..........................................    (25.5)     (24.6)
  Other.....................................................    (11.9)     (21.5)
                                                               ------     ------
    Net increase (decrease) in benefit obligations..........    151.7       (7.8)
                                                               ------     ------
Obligations at end of year..................................   $544.4     $392.7
                                                               ======     ======


                                      F-50

    The changes in the fair value of the International Pension Plans' assets for
the year were as follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Fair value at beginning of year.............................   $416.1     $459.5
Change in fair value:
  Actual return (loss) on plan assets.......................    (26.6)       9.2
  Benefit payments..........................................    (25.5)     (24.6)
  Acquisitions..............................................    119.9
  Other.....................................................     (3.3)     (28.0)
                                                               ------     ------
    Net increase (decrease) in fair value of assets.........     64.5      (43.4)
                                                               ------     ------
Fair value at end of year...................................   $480.6     $416.1
                                                               ======     ======


    The funded status of the International Pension Plans at year end was as
follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Plan assets at fair value...................................   $480.6     $416.1
Projected benefit obligations...............................    544.4      392.7
                                                               ------     ------
  Funded status of the plans................................    (63.8)      23.4
Net unrecognized items:
  Actuarial loss............................................     46.7        1.7
  Prior service cost........................................     12.4       16.1
                                                               ------     ------
                                                                 59.1       17.8
                                                               ------     ------
Net prepaid (accrued) pension...............................   $ (4.7)    $ 41.2
                                                               ======     ======


    The net prepaid (accrued) pension is included in the Consolidated Balance
Sheets at December 31, 2001 and 2000 as follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Prepaid pension.............................................   $ 49.8     $41.2
Other liabilities...........................................    (54.5)
                                                               ------     -----
                                                               $ (4.7)    $41.2
                                                               ======     =====


    The components of the International Pension Plans' net pension expense
(credit) for the year were as follows:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Service cost................................................   $  9.3     $  9.1     $  8.7
Interest cost...............................................     22.9       22.3       20.3
Expected asset return.......................................    (36.8)     (35.9)     (26.2)
Amortization:
  Prior service cost........................................      1.2        0.8        1.0
  Gain......................................................                (0.1)
                                                               ------     ------     ------
    Net amortization........................................      1.2        0.7        1.0
                                                               ------     ------     ------
Net expense (credit)........................................   $ (3.4)    $ (3.8)    $  3.8
                                                               ======     ======     ======


                                      F-51

    The following selected information is for plans with benefit obligations in
excess of the fair value of plan assets:



                                                                2001
                                                              --------
                                                           
Benefit obligations at the end of the year..................   $484.7
Fair value of plan assets at the end of the year............    411.8
                                                               ======


    The following information is for plans with accumulated benefit obligations
in excess of the fair value of plan assets:



                                                                2001
                                                              --------
                                                           
Accumulated benefit obligations at the end of the year......   $145.8
Fair value of plan assets at the end of the year............    131.5
                                                               ======


    For the International Pension Plans, the actuarial present value of benefit
obligations is based on a weighted discount rate of approximately 6.00% for 2001
and 5.25% for 2000. Future benefits are assumed to increase in a manner
consistent with past experience of the plans, which, to the extent benefits are
based on compensation, includes assumed salary increases on a weighted scale of
approximately 4.00% for 2001 and 2000. The expected weighted long-term rate of
return on assets was approximately 8.50% for 2001, 7.75% for 2000, and 6.75% for
1999. Amortization included in net pension credits is based on the average
remaining service of employees. Plan assets include marketable equity
securities, government and corporate debt securities, real estate and commingled
funds.

    OI Inc. also sponsors several defined contribution plans for all salaried
and hourly U.S. employees of the Company. Participation is voluntary and
participants' contributions are based on their compensation. OI Inc. matches
substantially all plan participants' contributions up to various limits.
OI Inc. charges the Company for its share of the match. The Company's share of
the contributions to these plans amounted to $4.8 million in 2001, $5.6 million
in 2000, and $5.8 million in 1999.

    POSTRETIREMENT BENEFITS OTHER THAN PENSIONS.  OI Inc. provides certain
retiree health care and life insurance benefits covering substantially all U.S.
salaried and certain hourly employees. Employees are generally eligible for
benefits upon retirement and completion of a specified number of years of
creditable service. Independent actuaries determine postretirement benefit costs
for each subsidiary of OI Inc.; however, accumulated postretirement benefit
obligation information pertaining to each subsidiary has not been separately
determined. As such, the accumulated postretirement benefit obligation has been
retained by another subsidiary of OI Inc.

    The Company's net periodic postretirement benefit cost, as allocated by
OI Inc., for domestic employees was $4.8 million, $4.2 million, and
$4.8 million at December 31, 2001, 2000, and 1999, respectively.

    On October 1, 2001, the Company completed the acquisition of the Canadian
glass container assets of Consumers Packaging Inc. The information below is the
activity of the Canadian related retiree health care plan from October 1, 2001
through December 31, 2001.

                                      F-52

    The changes in the Canadian postretirement benefit obligations were as
follows:



                                                                2001
                                                              --------
                                                           
Obligations at beginning of year............................   $  --
Change in benefit obligations:
  Service cost..............................................     0.1
  Interest cost.............................................     0.5
  Actuarial loss............................................     0.1
  Acquisition...............................................    31.2
  Benefit payments..........................................    (0.2)
                                                               -----
    Net change in benefit obligations.......................    31.7
                                                               -----
Obligations at end of year..................................   $31.7
                                                               =====


    The funded status of the Canadian postretirement benefit plans at year end
was as follows:



                                                                2001
                                                              --------
                                                           
Accumulated postretirement benefit obligations..............   $31.7
Net unrecognized items:
  Prior service credits.....................................      --
  Actuarial loss............................................    (0.1)
                                                               -----
                                                                (0.1)
                                                               -----
Nonpension postretirement benefit obligations...............   $31.6
                                                               =====


    The Company's nonpension postretirement benefit obligations are included
with other long term liabilities on the balance sheet.

    The components of the Canadian net postretirement benefit cost were as
follows:



                                                                2001
                                                              --------
                                                           
Service cost................................................    $0.1
Interest cost...............................................     0.5
                                                                ----
Net postretirement benefit cost.............................    $0.6
                                                                ====


    Assumed health care cost inflation was based on a rate of 9.00% in 2001,
declining to an ultimate rate of 5.50%. A one percentage point decrease in the
rate would have decreased the accumulated postretirement benefit obligation at
December 31, 2001 by $4.1 million and decreased the net postretirement benefit
cost for 2001 by $0.1 million. A one percentage point increase in the rate would
have increased the accumulated postretirement benefit obligation at
December 31, 2001 by $5.1 million and increased the net postretirement benefit
cost for 2001 by $0.1 million. The assumed weighted average discount rate used
in determining the accumulated postretirement benefit obligation was 6.50% at
December 31, 2001.

    Benefits provided by OI Inc. for certain of the hourly retirees of the
Company are determined by collective bargaining. Most other domestic hourly
retirees receive health and life insurance benefits from a multi-employer trust
established by collective bargaining. Payments to the trust as required by the
bargaining agreements are based upon specified amounts per hour worked and were
$6.3 million in 2001, $7.5 million in 2000, and $8.0 million in 1999.
Postretirement health and life benefits for retirees of foreign affiliates are
generally provided through the national health care programs of the countries in
which the affiliates are located.

                                      F-53

    OTHER REVENUE.  Other revenue for the year ended December 31, 2001 includes
$10.3 million from the sale of a minerals business in Australia. Other revenue
for the year ended December 31, 1999 includes gains totaling $40.8 million
related to the sales of a U.S. glass container plant and a mold manufacturing
business in Colombia.


    OTHER COSTS AND EXPENSES.  Other costs and expenses for the year ended
December 31, 2001 include pretax charges of $96.2 million related to the
following: (1) charges of $65.2 million principally related to a restructuring
program and impairment at certain of the Company's international and domestic
operations. The charge includes the impairment of assets at the Company's
affiliate in Puerto Rico and the consolidation of manufacturing capacity and the
closing of a facility in Venezuela. The charge related to the Puerto Rico
facility of $25.2 million related to the impairment of assets. While the Company
intends to continue to operate this facility, an analysis of cash flows
indicated that the long-lived assets, including buildings, furnaces, and factory
equipment were impaired. The Company has written down the majority of the
long-lived assets of this facility. As a result of the consolidation of
manufacturing capacity and the closing of two facilities in Venezuela, the
Company recorded an impairment charge of approximately $22 million to
substantially write off buildings, furnaces, and factory equipment. The program
also includes consolidation of capacity at certain other international and
domestic facilities in response to decisions about pricing and market strategy.
The total planned reduction in workforce resulting from these actions will
involve approximately 220 employees. The restructuring program included
termination benefits of approximately $4.5 million, of which $1.5 million had
been paid by December 31, 2001; and (2) a charge of $31.0 million related to the
loss on the sale of the Company's facilities in India; The Company expects its
actions related to the restructuring and impairment charges to be completed
during the next several quarters.



    Other costs and expenses for the year ended December 31, 2000 include
charges of $186.0 million principally related to a restructuring and capacity
realignment program. The program, initiated in the third quarter of 2000,
includes the consolidation of manufacturing capacity and a reduction of 175
employees in the U.S. salaried work force, or about 15%, principally as a result
of early retirement incentives. Also included in the program are a write-down of
plant and equipment for the Company's glass container affiliate in India and
certain other asset write-offs. Charges for manufacturing capacity
consolidations of $120.4 million principally involve U.S. glass container
facilities and reflect technology-driven improvements in productivity,
conversions from some juice and similar products to plastic containers, Company
and customer decisions regarding pricing and volume, and the further
concentration of production in the most strategically-located facilities. The
property, plant and equipment at the three facilities, consisting of land,
buildings, furnaces and factory equipment, was written down by $48.0 million to
substantially write off these assets. The Company expects that it will continue
to make cash payments over the next several quarters for benefits and on-going
closing costs related to the closing of these facilities.



    As a result of reducing the U.S. salaried workforce in 2000, the Company
recognized a settlement gain of approximately $24 million related to its defined
benefit pension plan. This gain has been included in the net charge of
$22.0 million for early retirement incentives and special termination benefits.


    The 2000 pretax charge of $40.0 million was related to the write-down of
property, plant, and equipment in India. Based on the Company's expectation of
future net cash flows of its affiliate in India, the related property, plant,
and equipment was written down to realizable values in accordance with Statement
of Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of."

                                      F-54

    Selected information relating to the restructuring accruals follows:



                                                                               WRITE-DOWN
                                                                                   OF
                                                          EARLY RETIREMENT      IMPAIRED
                                                           INCENTIVES AND      PROPERTY,
                                                         SPECIAL TERMINATION   PLANT AND
                               CAPACITY REALIGNMENT(A)        BENEFITS         EQUIPMENT     OTHER      TOTAL
                               -----------------------   -------------------   ----------   --------   --------
                                                                                        
2000 restructuring charges...          $120.4                  $ 22.0             $40.0      $ 3.6      $186.0
Write-down of assets to net
  realizable value...........           (48.4)                                    (40.0)      (3.6)      (92.0)
Reduction of OI Inc. prepaid
  pension asset..............           (13.0)                  (18.2)                                   (31.2)
Increase in OI Inc.
  nonpension postretirement
  benefit liability..........            (0.6)                   (3.2)                                    (3.8)
Net cash paid................            (1.2)                   (0.2)                                    (1.4)
                                       ------                  ------             -----      -----      ------
Remaining liabilities at
  December 31, 2000..........            57.2                     0.4                --         --        57.6
2001 restructuring charges...            23.5                                      41.7                   65.2
Write-down of assets to net
  realizable value...........           (33.7)                                    (41.7)                 (75.4)
Net cash paid................           (24.2)                   (0.4)                                   (24.6)
                                       ------                  ------             -----      -----      ------
Remaining liabilities at
  December 31, 2001..........          $ 22.8                  $   --             $  --      $  --      $ 22.8
                                       ======                  ======             =====      =====      ======


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

(a) Capacity realignment includes charges for plant closing costs, severance
    benefits, and write-downs of assets for disposal or abandonment as a result
    of restructuring of manufacturing capacity. Write-downs of assets represent
    the majority of the charges for 2001.

    Other costs and expenses for the year ended December 31, 1999 include
charges totaling $20.8 million related principally to restructuring costs and
write-offs of certain assets in Europe and South America.

    GEOGRAPHIC INFORMATION.  The Company operates in the rigid packaging
industry. The Company has one primary reportable product segment within the
rigid packaging industry: Glass Containers. The Glass Containers segment
includes operations in North America, Europe, the Asia Pacific region, and South
America.

    The Company evaluates performance and allocates resources based on earnings
before interest income, interest expense, provision for income taxes, minority
share owners' interests in earnings of subsidiaries, and extraordinary charges
(collectively "EBIT") excluding unusual items. Net sales as shown in the
geographic segment information are based on the location of the Company's
affiliate which recorded the sales.

                                      F-55

    Financial information regarding the Company's geographic segments is as
follows:



                                                                                              TOTAL
                                                NORTH                   ASIA      SOUTH     GEOGRAPHIC
                                              AMERICA(A)    EUROPE    PACIFIC    AMERICA     SEGMENTS
                                              ----------   --------   --------   --------   ----------
                                                                             
Net sales:
  2001......................................   $1,662.2    $  909.7    $660.6     $516.9     $3,749.4
  2000......................................    1,744.9       894.0     760.7      494.5      3,894.1
  1999......................................    1,777.5       965.6     815.0      412.6      3,970.7
                                               ========    ========    ======     ======     ========
EBIT, excluding unusual items:
  2001......................................   $  306.2    $   93.2    $102.2     $ 91.6     $  593.2
  2000......................................      317.4        81.9     123.9       77.2        600.4
  1999......................................      336.0        97.9     135.0       29.9        598.8
                                               ========    ========    ======     ======     ========
Unusual items:
  2001:
    Gain on the sale of a minerals business
      in Australia..........................                           $ 10.3                $   10.3
    Restructuring and impairment charges....   $  (35.1)   $   (6.1)     (0.8)    $(23.2)       (65.2)
    Special employee benefit programs.......       (4.4)       (0.7)     (2.3)      (0.2)        (7.6)
    Loss on the sale of the Company's
      facilities in India...................                            (31.0)                  (31.0)
  2000:
    Charges related to consolidation of
      manufacturing capacity................     (124.0)                             3.6       (120.4)
    Charges related to early retirement
      incentives and special termination
      benefits..............................      (22.0)                                        (22.0)
    Charges related to impairment of
      property, plant, and equipment in
      India.................................                            (40.0)                  (40.0)
    Other...................................                                        (3.6)        (3.6)
  1999:
    Gains related to the sales of two
      manufacturing facilities..............       30.8                             10.0         40.8
    Charges related principally to
      restructuring costs and write-offs of
      certain assets in Europe and South
      America...............................                  (10.8)               (10.0)       (20.8)


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

(a) One customer accounted for 11.5%, 10.9%, and 10.3% of the Company's sales in
    2001, 2000, and 1999 respectively.

    The Company's net fixed assets by location are as follows:



                                                            UNITED
                                                            STATES    FOREIGN     TOTAL
                                                           --------   --------   --------
                                                                        
2001.....................................................   $605.0    $1,498.3   $2,103.3
2000.....................................................    612.6     1,510.3    2,122.9
1999.....................................................    676.7     1,631.1    2,307.8
                                                            ======    ========   ========


                                      F-56

    Reconciliations to consolidated totals are as follows:



                                                           2001       2000       1999
                                                         --------   --------   --------
                                                                      
Revenues:
  Net sales............................................  $3,749.4   $3,894.1   $3,970.7
  Royalties and net technical assistance...............      17.2       17.9       21.3
  Equity earnings......................................      18.9       18.7       21.0
  Interest.............................................      22.3       27.5       22.4
  Other................................................      33.8       46.2       65.3
                                                         --------   --------   --------
  Total................................................  $3,841.6   $4,004.4   $4,100.7
                                                         ========   ========   ========
Reconciliation of EBIT to earnings before income taxes
  and minority share owners' interests in earnings of
  subsidiaries:
  EBIT, excluding unusual items........................  $  593.2   $  600.4   $  598.8
  Unusual items........................................     (93.5)    (186.0)      20.0
  Net interest expense.................................    (323.4)    (343.2)    (316.7)
                                                         --------   --------   --------
  Total................................................  $  176.3   $   71.2   $  302.1
                                                         ========   ========   ========


                                      F-57

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Share Owner
Owens-Brockway Glass Container Inc.

    We have audited the accompanying consolidated balance sheets of
Owens-Brockway Glass Container Inc. as of December 31, 2001 and 2000, and the
related consolidated statements of results of operations, net Parent investment,
and cash flows for each of the three years in the period ended December 31,
2001. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Owens-Brockway
Glass Container Inc. at December 31, 2001 and 2000, and the consolidated results
of its operations and its cash flows for each of the three years in the period
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States.

                                          Ernst & Young LLP

Toledo, Ohio
January 24, 2002

                                      F-58

                      OWENS-BROCKWAY GLASS CONTAINER INC.
                       CONSOLIDATED RESULTS OF OPERATIONS
                             (MILLIONS OF DOLLARS)



                                                                 YEARS ENDED DECEMBER 31,
                                                              ------------------------------
                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Revenues:
  Net sales.................................................  $3,749.4   $3,891.6   $3,965.2
  Other revenue.............................................      92.2      105.5      130.0
                                                              --------   --------   --------
                                                               3,841.6    3,997.1    4,095.2
Costs and expenses:
  Manufacturing, shipping, and delivery.....................   2,946.4    3,090.1    3,165.2
  Research and development..................................      10.5       15.0       13.0
  Engineering...............................................      30.0       31.2       35.2
  Selling and administrative................................     173.7      170.1      178.5
  Net intercompany interest.................................     156.3      245.1      208.2
  Other interest expense....................................     189.4      126.6      131.2
  Other.....................................................     159.0      254.4       64.3
                                                              --------   --------   --------
                                                               3,665.3    3,932.5    3,795.6
                                                              --------   --------   --------
Earnings before items below.................................     176.3       64.6      299.6
Provision for income taxes..................................      87.3       24.0      108.7
                                                              --------   --------   --------
Minority share owners' interests in earnings of
  subsidiaries..............................................      19.6       20.6       11.2
                                                              --------   --------   --------
Net earnings................................................  $   69.4   $   20.0   $  179.7
                                                              ========   ========   ========


  See accompanying Statement of Significant Accounting Policies and Financial
                                    Review.

                                      F-59

                      OWENS-BROCKWAY GLASS CONTAINER INC.
                          CONSOLIDATED BALANCE SHEETS
                             (MILLIONS OF DOLLARS)

                                     ASSETS



                                                                 DECEMBER 31,
                                                              -------------------
                                                                2001       2000
                                                              --------   --------
                                                                   
CURRENT ASSETS:
  Cash, including time deposits of $28.2 ($45.3 in 2000)....  $  124.7   $  169.6
  Short-term investments....................................                  3.7
  Receivables including amount from related parties of $1.6
    ($1.1 in 2000), less allowances of $32.2 ($40.6 in 2000)
    for losses and discounts................................     575.3      568.0
  Inventories...............................................     611.0      611.4
  Prepaid expenses..........................................      23.9       57.0
                                                              --------   --------
    Total current assets....................................   1,334.9    1,409.7

OTHER ASSETS:
  Equity investments........................................     153.9      164.4
  Repair parts inventories..................................     173.5      201.6
  Prepaid pension...........................................      49.8       41.2
  Deposits, receivables, and other assets...................     421.4      337.4
  Excess of purchase cost over net assets acquired, net of
    accumulated amortization of $531.0 ($417.2 in 2000).....   1,556.2    1,602.3
                                                              --------   --------
    Total other assets......................................   2,354.8    2,346.9

PROPERTY, PLANT, AND EQUIPMENT:
  Land, at cost.............................................     135.1      130.9
  Buildings and equipment, at cost:
    Buildings and building equipment........................     526.7      540.7
    Factory machinery and equipment.........................   2,828.9    2,809.3
    Transportation, office, and miscellaneous equipment.....      79.3       77.5
    Construction in progress................................     196.8      111.3
                                                              --------   --------
                                                               3,766.8    3,669.7
  Less accumulated depreciation.............................   1,663.5    1,546.8
                                                              --------   --------
    Net property, plant, and equipment......................   2,103.3    2,122.9
                                                              --------   --------
Total assets................................................  $5,793.0   $5,879.5
                                                              ========   ========


  See accompanying Statement of Significant Accounting Policies and Financial
                                    Review.

                                      F-60

                      OWENS-BROCKWAY GLASS CONTAINER INC.
                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
                             (MILLIONS OF DOLLARS)

                     LIABILITIES AND NET PARENT INVESTMENT



                                                                 DECEMBER 31,
                                                              -------------------
                                                                2001       2000
                                                              --------   --------
                                                                   
CURRENT LIABILITIES:
  Short-term loans..........................................  $   40.4   $   80.9
  Accounts payable including amount to related parties of
    $30.1 ($9.9 in 2000)....................................     337.0      313.9
  Salaries and wages........................................      89.4       67.0
  U.S. and foreign income taxes.............................       0.2        6.3
  Other accrued liabilities.................................     196.0      266.3
  Long-term debt due within one year........................      26.0       26.1
                                                              --------   --------
    Total current liabilities...............................     689.0      760.5
EXTERNAL LONG-TERM DEBT.....................................   2,778.5    1,165.5
DEFERRED TAXES..............................................     161.9      149.1
OTHER LIABILITIES...........................................     275.7      218.4
MINORITY SHARE OWNERS' INTERESTS............................     159.7      165.1

NET PARENT INVESTMENT:
  Investment by and advances from parent....................   2,276.1    3,900.3
  Accumulated other comprehensive loss......................    (547.9)    (479.4)
                                                              --------   --------
    Total net Parent investment.............................   1,728.2    3,420.9
                                                              --------   --------
Total liabilities and net Parent investment.................  $5,793.0   $5,879.5
                                                              ========   ========


  See accompanying Statement of Significant Accounting Policies and Financial
                                    Review.

                                      F-61

                      OWENS-BROCKWAY GLASS CONTAINER INC.
                       CONSOLIDATED NET PARENT INVESTMENT
                             (MILLIONS OF DOLLARS)



                                                                 YEARS ENDED DECEMBER 31,
                                                              -------------------------------
                                                                2001        2000       1999
                                                              ---------   --------   --------
                                                                            
INVESTMENT BY AND ADVANCES TO PARENT
  Balance at beginning of year..............................  $ 3,900.3   $3,730.4   $3,701.8
  Net intercompany transactions.............................   (1,693.6)     174.9     (151.1)
  Net earnings..............................................       69.4       20.0      179.7
  Net loss for the month ended December 31, 2000 for the
    change in the fiscal year end of certain international
    affiliates..............................................                 (25.0)
                                                              ---------   --------   --------
    Balance at end of year..................................    2,276.1    3,900.3    3,730.4
                                                              =========   ========   ========

ACCUMULATED OTHER COMPREHENSIVE LOSS
  Balance at beginning of year..............................     (479.4)    (343.5)    (179.9)
  Foreign currency translation adjustments..................      (66.0)    (135.9)    (163.6)
  Change in certain derivative instruments..................       (2.5)
                                                              ---------   --------   --------
    Balance at end of year..................................     (547.9)    (479.4)    (343.5)
                                                              =========   ========   ========
Total net Parent investment.................................  $ 1,728.2   $3,420.9   $3,386.9
                                                              =========   ========   ========

TOTAL COMPREHENSIVE INCOME (LOSS)
  Net earnings..............................................  $    69.4   $   20.0   $  179.7
  Foreign currency translation adjustments..................      (66.0)    (135.9)    (163.6)
  Change in certain derivative instruments..................       (2.5)
                                                              ---------   --------   --------
    Total...................................................  $     0.9   $ (115.9)  $   16.1
                                                              =========   ========   ========


  See accompanying Statement of Significant Accounting Policies and Financial
                                    Review.

                                      F-62


                      OWENS-BROCKWAY GLASS CONTAINER INC.
                            CONSOLIDATED CASH FLOWS
                             (MILLIONS OF DOLLARS)





                                                                 YEARS ENDED DECEMBER 31,
                                                              -------------------------------
                                                                2001        2000       1999
                                                              ---------   --------   --------
                                                                            
OPERATING ACTIVITIES:
  Net earnings..............................................  $    69.4   $  20.0    $ 179.7
  Non-cash charges (credits):
    Depreciation............................................      286.4     298.3      299.0
    Amortization of deferred costs..........................       72.3      62.2       66.1
    Deferred tax provision (credit).........................       72.5     (64.2)      45.2
    Restructuring costs and write-offs of certain assets....       65.2     186.0       20.8
    (Gains) losses on asset sales...........................       20.7                (40.8)
    Other...................................................      (64.0)    (80.0)     (95.7)
  Change in non-current operating assets....................       18.9     (16.8)      (7.8)
  Change in non-current liabilities.........................      (22.1)     (0.1)       1.4
  Change in components of working capital...................      (28.7)    (80.0)     (69.9)
                                                              ---------   -------    -------
    Cash provided by operating activities...................      490.6     325.4      398.0

INVESTING ACTIVITIES:
  Additions to property, plant and equipment................     (364.8)   (301.6)    (441.9)
  Acquisitions, net of cash acquired........................     (169.0)    (77.2)     (34.2)
  Net cash proceeds from divestitures and other.............       80.0      31.7      327.6
                                                              ---------   -------    -------
    Cash utilized in investing activities...................     (453.8)   (347.1)    (148.5)

FINANCING ACTIVITIES:
  Additions to long-term debt...............................    2,593.0     172.3      222.6
  Repayments of long-term debt..............................     (918.5)   (357.0)    (475.8)
  Decrease in short-term loans..............................      (35.7)    (40.4)     (14.9)
  Net change in intercompany debt...........................   (1,643.0)    200.7        8.1
  Collateral deposits for certain derivative instruments....      (26.1)
  Payment of finance fees...................................      (45.3)
                                                              ---------   -------    -------
    Cash utilized in financing activities...................      (75.6)    (24.4)    (260.0)
  Effect of exchange rate fluctuations on cash..............       (6.1)     16.1      (17.9)
  Effect of change in fiscal year end for certain
    international affiliates................................                 31.9
                                                              ---------   -------    -------
Increase (decrease) in cash.................................      (44.9)      1.9      (28.4)
Cash at beginning of year...................................      169.6     167.7      196.1
                                                              ---------   -------    -------
Cash at end of year.........................................  $   124.7   $ 169.6    $ 167.7
                                                              =========   =======    =======




  See accompanying Statement of Significant Accounting Policies and Financial
                                    Review.


                                      F-63

                  STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

    BASIS OF CONSOLIDATED STATEMENTS.  The consolidated financial statements of
Owens-Brockway Glass Container, Inc. ("Company") include the accounts of its
subsidiaries. Newly acquired subsidiaries have been included in the consolidated
financial statements from dates of acquisition. Prior to December 2000,
substantially all of the Company's consolidated foreign subsidiaries reported
their results of operations on a one-month lag, which allowed additional time to
compile the results. Beginning in December 2000, the one-month lag was
eliminated. As a result, the December 2000 results of operations for these
subsidiaries, which amounted to a net loss of $25.0 million, was recorded
directly to retained earnings in December 2000.

    The Company uses the equity method of accounting for investments in which it
has a significant ownership interest, generally 20% to 50%. Other investments
are accounted for at cost.

    RELATIONSHIP WITH OWENS-BROCKWAY PACKAGING, INC., OWENS-ILLINOIS
GROUP, INC. AND OWENS-ILLINOIS, INC. The Company is a wholly-owned subsidiary of
Owens-Brockway Packaging, Inc. ("OB Packaging"), and an indirect subsidiary of
Owens-Illinois Group, Inc. ("OI Group") and Owens-Illinois, Inc. ("OI Inc.").
Although OI Inc. does not conduct any operations, it has substantial obligations
related to outstanding indebtedness, dividends for preferred stock and
asbestos-related payments. OI Inc. relies primarily on distributions from its
direct and indirect subsidiaries to meet these obligations.

    For federal and certain state income tax purposes, the taxable income of the
Company is included in the consolidated tax returns of OI Inc. and income taxes
are allocated to the Company on a basis consistent with separate returns.

    NATURE OF OPERATIONS.  The Company is a leading manufacturer of glass
container products. The Company's principal product lines in the Glass
Containers product segment are glass containers for the food and beverage
industries. The Company has glass container operations located in 19 countries.
The principal markets and operations for the Company's glass products are in
North America, Europe, South America, and Australia. One customer accounted for
11.5%, 10.9%, and 10.3% of the Company's sales in 2001, 2000, and 1999,
respectively.

    USE OF ESTIMATES.  The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires
management of the Company to make estimates and assumptions that affect certain
amounts reported in the financial statements and accompanying notes. Actual
results may differ from those estimates, at which time the Company would revise
its estimates accordingly.

    CASH.  The Company defines "cash" as cash and time deposits with maturities
of three months or less when purchased.

    FAIR VALUES OF FINANCIAL INSTRUMENTS.  The carrying amounts reported for
cash, short-term investments and short-term loans approximate fair value. In
addition, carrying amounts approximate fair value for certain long-term debt
obligations subject to frequently redetermined interest rates. Derivative
financial instruments are included on the balance sheet at fair value.

    INVENTORY VALUATION.  The Company values most U.S. inventories at the lower
of last-in, first-out (LIFO) cost or market. Other inventories are valued at the
lower of standard costs (which approximate average costs) or market.

    EXCESS OF PURCHASE COST OVER NET ASSETS ACQUIRED.  Through December 31,
2001, the excess of purchase cost over net assets acquired was being amortized
over 40 years. The Company evaluated the recoverability of long-lived assets
based on undiscounted projected cash flows, excluding interest and taxes, when
factors indicate that an impairment may exist. (See "New Accounting Standards").

                                      F-64

    PROPERTY, PLANT, AND EQUIPMENT.  In general, depreciation is computed using
the straight-line method. Renewals and improvements are capitalized. Maintenance
and repairs are expensed as incurred.

    REVENUE RECOGNITION.  The Company recognizes sales, net of estimated
discounts and allowances, when title to products is transferred to customers.
Shipping and handling costs are included with manufacturing, shipping, and
delivery costs.

    INCOME TAXES ON UNDISTRIBUTED EARNINGS.  In general, the Company plans to
continue to reinvest the undistributed earnings of foreign subsidiaries and
foreign corporate joint ventures accounted for by the equity method.
Accordingly, taxes are provided only on that amount of undistributed earnings in
excess of planned reinvestments.

    FOREIGN CURRENCY TRANSLATION.  The assets and liabilities of certain
affiliates and associates are translated at current exchange rates and any
related translation adjustments are recorded directly in share owners' equity.
For the years ended December 31, 2001, 2000, and 1999, the Company's affiliates
located in Venezuela operated in a "highly inflationary" economy. As such,
certain assets of these affiliates were translated at historical exchange rates
and all translation adjustments are reflected in the statements of Consolidated
Results of Operations. Effective January 1, 2002, the affiliates in Venezuela
will no longer be considered operating in a "highly inflationary" economy.
Assets and liabilities will be translated at current exchange rates with any
related translation adjustments being recorded directly to net Parent
investment.

    NEW ACCOUNTING STANDARDS.  In July 2001, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 141, "Business
Combinations," which is effective for business combinations completed after
June 30, 2001. Also in July 2001, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("FAS No. 142"), which is effective for goodwill acquired
after June 30, 2001. For goodwill acquired prior to July 1, 2001, FAS No. 142
will be effective for fiscal years beginning after December 15, 2001. Under FAS
No. 142, Goodwill and intangible assets with indefinite lives will no longer be
amortized but will be reviewed annually (or more frequently if impairment
indicators arise) for impairment.

    The Company estimates that adopting FAS No. 142 will increase 2002 earnings
before the effects of the accounting change by approximately $45 million. The
Company has not completed its assessment of the effects that adopting FAS
No. 142 will have on the reported value of goodwill.

    In October 2001, the Financial Accounting Standards Board ("FASB") issued
Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("FAS No. 144"). FAS No. 144 supersedes FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" ("FAS No. 121"). FAS No. 144 provides additional guidance on
estimating cash flows when performing a recoverability test, requires that a
long-lived asset (group) to be disposed of other than by sale (e.g. abandoned)
be classified as "held and used" until it is disposed of, and establishes more
restrictive criteria to classify an asset (group) as "held for sale", however it
retains the fundamental provisions of FAS No. 121 related to the recognition and
measurement of the impairment of long-lived assets to be "held and used." FAS
No. 144 is effective for fiscal years beginning after December 15, 2001 and
transition is prospective for committed disposal activities that are initiated
after the effective date of FAS No. 144's initial application. The impact of
adopting FAS No. 144 on the Company's reporting and disclosure is not expected
to be material to the Company's financial position or results of operations.

                                      F-65

                                FINANCIAL REVIEW
                      TABULAR DATA IN MILLIONS OF DOLLARS

    CHANGES IN COMPONENTS OF WORKING CAPITAL RELATED TO OPERATIONS.  Changes in
the components of working capital related to operations (net of the effects
related to acquisitions and divestitures) were as follows:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Decrease (increase) in current assets:
  Short-term investments....................................   $  3.6     $ 12.0     $(15.2)
  Receivables...............................................      2.3      (35.1)      19.9
  Net intercompany receivable...............................     17.2      (43.9)      11.0
  Inventories...............................................     24.3      (19.5)     (10.1)
  Prepaid expenses..........................................      0.8        3.8      (25.3)
Increase (decrease) in current liabilities:
  Accounts payable and accrued liabilities..................    (46.3)     (20.1)     (47.2)
  Salaries and wages........................................      1.4       (2.6)       8.6
  U.S. and foreign income taxes.............................    (32.0)      25.4      (11.6)
                                                               ------     ------     ------
                                                               $(28.7)    $(80.0)    $(69.9)
                                                               ------     ------     ------


    INVENTORIES.  Major classes of inventory are as follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Finished goods..............................................   $507.2     $494.9
Work in process.............................................      5.9        7.9
Raw materials...............................................     53.5       58.0
Operating supplies..........................................     44.4       50.6
                                                               ------     ------
                                                               $611.0     $611.4
                                                               ======     ======


    If the inventories which are valued on the LIFO method had been valued at
standard costs, which approximate current costs, consolidated inventories would
be higher than reported by $14.7 million and $10.8 million, at December 31, 2001
and 2000, respectively.

    Inventories which are valued at the lower of standard costs (which
approximate average costs), or market at December 31, 2001 and 2000 were
approximately $465.9 million and $420.0 million, respectively.

                                      F-66

    EQUITY INVESTMENTS.  Summarized information pertaining to the Company's
equity associates follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
At end of year:
  Equity in undistributed earnings:
    Foreign.................................................   $ 86.2     $ 85.6
    Domestic................................................     21.6       19.0
                                                               ------     ------
      Total.................................................   $107.8     $104.6
                                                               ======     ======
Equity in cumulative translation adjustment.................   $(54.2)    $(46.7)
                                                               ======     ======




                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
For the year:
  Equity in earnings:
    Foreign.................................................   $ 7.3      $ 4.7      $ 8.2
    Domestic................................................    11.6       14.0       12.8
                                                               -----      -----      -----
      Total.................................................   $18.9      $18.7      $21.0
                                                               =====      =====      =====
Dividends received..........................................   $18.2      $13.9      $ 9.7
                                                               =====      =====      =====


    EXTERNAL LONG-TERM DEBT.  The following table summarizes the external
long-term debt of the Company at December 31, 2001 and 2000:



                                                                2001       2000
                                                              --------   --------
                                                                   
Secured Credit Agreement:
  Revolving Credit Facility.................................  $1,560.4
  Term Loan.................................................   1,045.0
Second Amended and Restated Credit Agreement:
  Revolving Credit Facility:
    Offshore Loans:
      Australian Dollars 1.39 billion.......................             $  775.3
      British Pounds 125.0 million..........................                186.8
      Italian Lira 18.0 billion.............................                  8.7
Other.......................................................     199.1      220.8
                                                              --------   --------
                                                               2,804.5    1,191.6
  Less amounts due within one year..........................      26.0       26.1
                                                              --------   --------
    External long-term debt.................................  $2,778.5   $1,165.5
                                                              ========   ========


    In April 2001, OI Group and certain of its subsidiaries, including the
Company and certain of its foreign subsidiaries (the "Borrowers") entered into
the Secured Credit Agreement (the "Agreement") with a group of banks, which
expires on March 31, 2004. The Agreement provides for a $3.0 billion revolving
credit facility (the "Revolving Credit Facility") and a $1.5 billion term loan
(the "Term Loan"). The Agreement includes an Overdraft Account Facility
providing for aggregate borrowings up to $50 million which reduce the amount
available for borrowing under the Revolving Credit Facility. The Agreement also
provides for the issuance of letters of credit totaling up to $500 million,
which also reduce the amount available for borrowings under the Revolving Credit
Facility.

    Under the Secured Credit Agreement, the Company and its subsidiaries have a
total commitment of $2.0 billion provided by the Revolving Credit Facility and a
total commitment of $1.045 billion

                                      F-67

provided by the Term Loan. At December 31, 2001, the Company and its
subsidiaries had unused credit of $341.2 million available under the Secured
Credit Agreement.

    Prior to April 2001, the Company's significant domestic financing was
provided by OI Inc. under the April 1998 Second Amended and Restated Credit
Agreement through intercompany loans. Borrowings under the Secured Credit
Agreement by the Company, its subsidiaries and certain other domestic
subsidiaries of OI Group were used to repay all amounts outstanding under, and
terminate the Second Amended and Restated Credit Agreement.

    The interest rate on borrowings under the Revolving Credit Facility is, at
the Borrower's option, the Base Rate or a reserve adjusted Eurodollar rate. The
interest rate on borrowings under the Revolving Credit Facility also includes a
margin linked to the Company's Consolidated Leverage Ratio, as defined in the
Agreement. The margin is limited to ranges of 1.75% to 2.00% for Eurodollar
loans and .75% to 1.00% for Base Rate loans. The interest rate on Overdraft
Account loans is the Base Rate minus .50%. The weighted average interest rate on
borrowings outstanding under the Revolving Credit Facility at December 31, 2001
was 4.12%. While no compensating balances are required by the Agreement, the
Borrowers must pay a facility fee on the Revolving Credit Facility commitments
of .50%.

    The interest rate on borrowings under the Term Loan is, at the Borrowers'
option, the Base Rate or a reserve adjusted Eurodollar rate. The interest rate
on borrowings under the Term Loan also includes a margin of 2.50% for Eurodollar
loans and 1.50% for Base Rate loans. The weighted average interest rate on
borrowings outstanding under the Term Loan at December 31, 2001 was 4.50%.

    The Agreement requires, among other things, the maintenance of certain
financial ratios, and restricts the creation of liens and certain types of
business activities and investments.

    Borrowings under the Agreement are secured by substantially all the assets
of the Company, its domestic subsidiaries and certain foreign subsidiaries,
which have a book value of approximately $1.9 billion. Borrowings are also
secured by a pledge of intercompany debt and equity in most of the Company's
domestic subsidiaries and certain stock of certain foreign subsidiaries.

    During January 2002, the Company completed a $1.0 billion private placement
of senior secured notes. The notes bear interest at 8 7/8% and are due
February 15, 2009. The notes are guaranteed by OI Group and substantially all of
its domestic subsidiaries. The assets of substantially all of OI Group's
domestic subsidiaries are pledged as security for the notes. The Company used
substantially all the net cash proceeds from the notes to reduce its outstanding
term loan under the Agreement by $980 million. As such, the Company wrote off
unamortized deferred financing fees in January 2002 related to the term loan and
recorded an extraordinary charge totaling $10.9 million less applicable income
taxes of $4.2 million. The indenture for the notes restricts among other things,
the ability of the Company and its restricted subsidiaries to borrow money, pay
dividends on, or redeem or repurchase stock, make investments, create liens,
enter into certain transactions with affiliates, and sell certain assets or
merge with or into other companies.

    Annual maturities for all of the Company's long-term debt through 2006 are
as follows: 2002, $26.0 million; 2003, $43.0 million; 2004, $1,657.2 million;
2005, $70.9 million; and 2006, $5.0 million. These maturities reflect the
issuance of the senior secured notes in January 2002 as noted above.

    Interest paid in cash aggregated $180.5 million for 2001, $117.7 million for
2000, and $116.6 million for 1999.

    GUARANTEES OF DEBT.  The Company has guaranteed the borrowings of certain of
OI Inc.'s domestic subsidiaries totaling $850 million and has also guaranteed
the borrowings of certain foreign subsidiaries under the Agreement.

                                      F-68

    OPERATING LEASES.  Rent expense attributable to all operating leases was
$59.6 million in 2001, $44.1 million in 2000, and $43.2 million in 1999. Minimum
future rentals under operating leases are as follows: 2002, $33.2 million; 2003,
$26.2 million; 2004, $17.4 million; 2005, $12.2 million; 2006, $10.7 million;
and 2007 and thereafter, $25.5 million.

    FOREIGN CURRENCY TRANSLATION.  Aggregate foreign currency exchange gains
(losses) included in other costs and expenses were $3.9 million in 2001, $(0.4)
million in 2000, and $4.4 million in 1999.

    DERIVATIVE INSTRUMENTS.  The terms of OI Inc.'s former bank credit agreement
provided for foreign currency borrowings by certain of the Company's
international affiliates. Such borrowings provided a natural hedge against a
portion of the Company's investment. Under the April 2001 Secured Credit
Agreement, international affiliates are only permitted to borrow in U.S.
dollars. The Company's affiliates in Australia and the United Kingdom have
entered into currency swaps covering their initial borrowings under the
Agreement. These swaps are being used to manage the affiliates' exposure to
fluctuating foreign exchange rates by swapping the principal and interest
payments due under the Secured Credit Agreement.

    As of December 31, 2001, the Company's affiliate in Australia has swapped
$650.0 million of borrowings into $1,275.0 million Australian dollars. This swap
matures on March 31, 2003, with interest resets every 90 days. The interest
reset terms of the swap approximate the terms of the U.S. dollar borrowings.
This derivative instrument swaps both the interest and principal from U.S.
dollars to Australian dollars and also swaps the interest rate from a U.S. based
rate to an Australian based rate. The Company's affiliate in the United Kingdom
has swapped $200.0 million of borrowings into 139.0 million British pounds. This
swap also matures on March 31, 2003, with interest resets every 90 days. This
derivative instrument swaps both the interest and principal from U.S. dollars to
British pounds and also swaps the interest rate from a U.S. based rate to a
British rate.

    On October 1, 2001, the Company completed the acquisition of the Canadian
glass container assets of Consumers Packaging Inc. for a purchase price of
approximately $150 million. The Company financed this purchase through
borrowings under the Secured Credit Agreement, which were transferred to Canada
through intercompany loans in U.S. dollars. The Company's affiliate in Canada
has entered into swap transactions to manage the affiliate's exposure to
fluctuating foreign exchange rates by swapping the principal and interest
portion of the intercompany loan. At December 31, 2001, the Canadian affiliate
has swapped $90.0 million of borrowings into $142.0 million Canadian dollars.
This swap matures on October 1, 2003. This derivative instrument swaps both the
interest and principal from U.S. dollars to Canadian dollars and also swaps the
interest rate from a U.S. based rate to a Canadian based rate. The affiliate has
also entered into a forward hedge related to the fourth quarter interest
receivable and payable related to the previous swap. The affiliate has also
entered in forward hedges which effectively swap $10.0 million of borrowings
into $16.0 million Canadian dollars. These hedges swap both the interest and
principal from U.S. dollars to Canadian dollars and mature monthly.

    The Company recognizes the above derivatives on the balance sheet at fair
value. The Company accounts for the above swaps as fair value hedges. As such,
the changes in the value of the swaps are included in other expense and are
expected to substantially offset any exchange rate gains or losses on the
related U.S. dollar borrowings. For the year ended December 31, 2001, the amount
not offset was immaterial.

    The Company also uses commodity futures contracts related to forecasted
natural gas requirements. The objective of these futures contracts is to limit
the fluctuations in prices paid and the potential volatility in earnings or cash
flows from future market price movements. During 2001, the Company entered into
commodity futures contracts for approximately 75% of its domestic natural gas
usage (approximately 1.2 billion BTUs) through March 2002. The Company has also
entered into additional contracts in 2002 with respect to its forecasted natural
gas usage through the end of 2002.

                                      F-69

    The Company accounts for the above futures contracts on the balance sheet at
fair value. The effective portion of changes in the fair value of a derivative
that is designated as and meets the required criteria for a cash flow hedge is
recorded in accumulated other comprehensive income ("OCI") and reclassified into
earnings in the same period or periods during which the underlying hedged item
affects earnings. The ineffective portion of the change in the fair value of a
derivative designated as a cash flow hedge is recognized in current earnings.

    The above futures contracts are accounted for as cash flow hedges at
December 31, 2001. Hedge accounting is only applied when the derivative is
deemed to be highly effective at offsetting anticipated cash flows of the hedged
transactions. For hedged forecasted transactions, hedge accounting will be
discontinued if the forecasted transaction is no longer probable to occur, and
any previously deferred gains or losses will be recorded to earnings
immediately.

    During 2001, an unrealized net loss of $2.5 million (net of tax) related to
these commodity futures contracts was included in OCI. There was no
ineffectiveness recognized during the 2001.

    ACCUMULATED OTHER COMPREHENSIVE LOSS.  Foreign currency translation
adjustments and changes in certain derivative balances comprise accumulated
other comprehensive loss. Changes in accumulated other comprehensive loss was as
follows:



                                                              2001       2000       1999
                                                            --------   --------   --------
                                                                         
Balance at beginning of year..............................  $(479.4)   $(343.5)   $(179.9)
Net effect of exchange rate fluctuations..................    (68.6)    (138.7)    (161.5)
Deferred income taxes.....................................      2.6        2.8       (2.1)
Change in certain derivative balances.....................     (2.5)
                                                            -------    -------    -------
Balance at end of year....................................  $(547.9)   $(479.4)   $(343.5)
                                                            =======    =======    =======


    The net effect of exchange rate fluctuations generally reflects changes in
the relative strength of the U.S. dollar against major foreign currencies
between the beginning and end of the year.

    INCOME TAXES.  Deferred income taxes reflect: (1) the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes and
(2) carryovers and credits for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities at December 31, 2001 and 2000
are as follows (certain amounts from prior year have been reclassified to
conform to current year presentation):



                                                                2001       2000
                                                              --------   --------
                                                                   
Deferred tax assets:
  Tax loss carryovers.......................................  $  19.4    $  15.3
  Other.....................................................    139.8      130.3
                                                              -------    -------
    Total deferred tax assets...............................    159.2      145.6
Deferred tax liabilities:
  Property, plant and equipment.............................    161.8      142.9
  Inventory.................................................     35.8       39.2
  Other.....................................................    117.6       75.7
                                                              -------    -------
    Total deferred tax liabilities..........................    315.2      257.8
                                                              -------    -------
    Net deferred tax liabilities............................  $(156.0)   $(112.2)
                                                              =======    =======


                                      F-70

    Deferred taxes are included in the Consolidated Balance Sheets at
December 31, 2001 and 2000 as follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Prepaid expenses............................................  $   5.9    $  36.9
Deferred tax liabilities....................................   (161.9)    (149.1)
                                                              -------    -------
Net deferred tax liabilities................................  $(156.0)   $(112.2)
                                                              =======    =======


    The provision (benefit) for income taxes consists of the following:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Current:
  State.....................................................   $(0.3)     $  0.3     $  1.7
  Foreign...................................................    15.1        87.9       61.8
                                                               -----      ------     ------
                                                                14.8        88.2       63.5
                                                               -----      ------     ------
Deferred:
  U.S. Federal..............................................    30.1       (14.1)      55.5
  State.....................................................     3.6        (4.7)       6.6
  Foreign...................................................    38.8       (45.4)     (16.9)
                                                               -----      ------     ------
                                                                72.5       (64.2)      45.2
                                                               =====      ======     ======
Total:
  U.S. Federal..............................................    30.1       (14.1)      55.5
  State.....................................................     3.3        (4.4)       8.3
  Foreign...................................................    53.9        42.5       44.9
                                                               -----      ------     ------
                                                               $87.3      $ 24.0     $108.7
                                                               =====      ======     ======


    The provision for income taxes was calculated based on the following
components of earnings (loss) before income taxes:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Domestic....................................................   $ 58.3     $(81.4)    $151.3
Foreign.....................................................    118.0      146.0      148.3
                                                               ------     ------     ------
                                                               $176.3     $ 64.6     $299.6
                                                               ------     ------     ------


    Income taxes paid in cash were as follows:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Domestic....................................................   $ 0.2      $ 0.5      $ 0.3
Foreign.....................................................    45.7       44.3       47.1
                                                               -----      -----      -----
                                                               $45.9      $44.8      $47.4
                                                               =====      =====      =====


                                      F-71

    A reconciliation of the provision for income taxes based on the statutory
U.S. Federal tax rate of 35% to the provision for income taxes is as follows:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Pretax earnings at statutory U.S. Federal tax rate..........   $61.7      $22.6      $104.9
Increase (decrease) in provision for income taxes due to:
  Amortization of goodwill..................................    15.1       15.6        16.6
  State taxes, net of federal benefit.......................     2.1       (2.9)        5.5
  Foreign earnings at different rates.......................    (3.4)      (9.3)      (17.0)
  Adjustment for non-U.S. tax law changes...................     6.0       (9.3)
  Other items...............................................     5.8        7.3        (1.3)
                                                               -----      -----      ------
Provision for income taxes..................................   $87.3      $24.0      $108.6
                                                               =====      =====      ======
Effective tax rate..........................................    49.5%      37.2%       36.3%
                                                               =====      =====      ======


    The Company is included with OI Inc.'s consolidated tax returns. OI Inc. has
net operating losses, alternative minimum tax credits, and research and
development credits available to offset future U.S. Federal income tax.

    At December 31, 2001, the Company's equity in the undistributed earnings of
foreign subsidiaries for which income taxes had not been provided approximated
$529.9 million. It is not practicable to estimate the U.S. and foreign tax which
would be payable should these earnings be distributed.

    RELATED PARTY TRANSACTIONS.  Charges for administrative services are
allocated to the Company by OI Inc. based on an annual utilization level. Such
services include compensation and benefits administration, payroll processing,
use of certain general accounting systems, auditing, income tax planning and
compliance, and treasury services. Management believes that such transactions
are on terms no less favorable to the Company than those that could be obtained
from unaffiliated third parties. The following information summarizes the
Company's significant related party transactions:



                                                                 YEARS ENDED DECEMBER 31,
                                                              ------------------------------
                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Revenues:
  Sales to affiliated companies.............................   $ 1.0      $ 3.1      $ 4.3
                                                               =====      =====      =====
Expenses:
  Administrative services...................................    18.5       21.5       19.2
  Corporate management fee..................................    16.3       17.9       18.1
                                                               -----      -----      -----
Total expenses..............................................   $34.8      $39.4      $37.3
                                                               =====      =====      =====


    The above expenses are recorded in the statement of operations as follows:



                                                                 YEARS ENDED DECEMBER 31,
                                                              ------------------------------
                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Cost of sales...............................................   $16.4      $19.2      $17.0
Selling, general, and administrative expenses...............    18.4       20.2       20.3
                                                               -----      -----      -----
Total expenses..............................................   $34.8      $39.4      $37.3
                                                               =====      =====      =====


    Intercompany interest is charged to the Company from OI Inc. based on
intercompany debt balances. Intercompany interest expense is calculated using a
weighted average interest rate of external borrowings by OI Inc.

                                      F-72

    PARTICIPATION IN OI INC. STOCK OPTION PLANS.  The Company participates in
the stock option plans of OI Inc. under which employees of the Company may be
granted options to purchase common shares of OI Inc. No options may be exercised
in whole or in part during the first year after the date granted. In general,
subject to certain accelerated exercisability provisions, 50% of the options
become exercisable on the fifth anniversary of the date of the option grant,
with the remaining 50% becoming exercisable on the sixth anniversary date of the
option grant. In general, options expire following termination of employment or
the day after the tenth anniversary date of the option grant.

    All options have been granted at prices equal to the market price of the
OI Inc.'s common stock on the date granted. Accordingly, the Company recognizes
no compensation expense related to the stock option plans. OI Inc. has adopted
the disclosure-only provisions of Statement of Financial Accounting Standards
(SFAS) No. 123, "Accounting for Stock-Based Compensation."

    A substantial number of the options have been granted to key employees of
another subsidiary of OI Inc., some of whose compensation costs are included in
an allocation of costs to all operating subsidiaries of OI Inc., including the
Company. It is not practical to determine an amount of additional compensation
allocable to the Company if OI Inc. had elected to recognize compensation cost
based on the fair value of the options granted at grant date as allowed by SFAS
No. 123.

    PENSION BENEFIT PLANS.  The Company participates in OI Inc.'s pension plans
for substantially all employees located in the United States. Benefits generally
are based on compensation for salaried employees and on length of service for
hourly employees. OI Inc.'s policy is to fund pension plans such that sufficient
assets will be available to meet future benefit requirements. Independent
actuaries determine pension costs for each subsidiary of OI Inc. included in the
plans; however, accumulated benefit obligation information and plan assets
pertaining to each subsidiary have not been separately determined. As such, the
accumulated benefit obligation and the plan assets related to the pension plans
for domestic employees have been retained by another subsidiary of OI Inc. Net
credits to results of operations for the Company's allocated portion of the
domestic pension costs amounted to $77.1 million in 2001, $82.9 million in 2000,
and $67.2 million in 1999.

    On October 1, 2001, the Company completed the acquisition of the Canadian
glass container assets of Consumers Packaging Inc. As part of the transaction,
the Company assumed certain of the pension liabilities of Consumers Packaging.
The information below includes the activity of these pension plans from
October 1, 2001 through December 31, 2001.

    The Company's subsidiaries in the United Kingdom, Australia and Canada also
have pension plans covering substantially all employees. The following tables
relate to the Company's principal United Kingdom, Australian and Canadian
pension plans (the International Pension Plans).

    The changes in the International Pension Plans benefit obligations for the
year were as follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Obligations at beginning of year............................   $392.7     $400.5
Change in benefit obligations:
  Service cost..............................................      9.3        9.1
  Interest cost.............................................     22.9       22.3
  Actuarial (gain) loss.....................................    (13.1)       6.9
  Acquisitions..............................................    170.0
  Benefit payments..........................................    (25.5)     (24.6)
  Other.....................................................    (11.9)     (21.5)
                                                               ------     ------
    Net increase (decrease) in benefit obligations..........    151.7       (7.8)
                                                               ------     ------
Obligations at end of year..................................   $544.4     $392.7
                                                               ======     ======


                                      F-73

    The changes in the fair value of the International Pension Plans' assets for
the year were as follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Fair value at beginning of year.............................   $416.1     $459.5
Change in fair value:
  Actual return (loss) on plan assets.......................    (26.6)       9.2
  Benefit payments..........................................    (25.5)     (24.6)
  Acquisitions..............................................    119.9
  Other.....................................................     (3.3)     (28.0)
                                                               ------     ------
    Net increase (decrease) in fair value of assets.........     64.5      (43.4)
                                                               ------     ------
Fair value at end of year...................................   $480.6     $416.1
                                                               ======     ======


    The funded status of the International Pension Plans at year end was as
follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Plan assets at fair value...................................   $480.6     $416.1
Projected benefit obligations...............................    544.4      392.7
                                                               ------     ------
  Funded status of the plans................................    (63.8)      23.4
Net unrecognized items:
  Actuarial loss............................................     46.7        1.7
  Prior service cost........................................     12.4       16.1
                                                               ------     ------
                                                                 59.1       17.8
                                                               ------     ------
Net prepaid (accrued) pension...............................   $ (4.7)    $ 41.2
                                                               ======     ======


    The net prepaid (accrued) pension is included in the Consolidated Balance
Sheets at December 31, 2001 and 2000 as follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Prepaid pension.............................................   $ 49.8     $41.2
Other liabilities...........................................    (54.5)
                                                               ------     -----
                                                               $ (4.7)    $41.2
                                                               ======     =====


    The components of the International Pension Plans' net pension expense
(credit) for the year were as follows:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Service cost................................................   $  9.3     $  9.1     $  8.7
Interest cost...............................................     22.9       22.3       20.3
Expected asset return.......................................    (36.8)     (35.9)     (26.2)
Amortization:
  Prior service cost........................................      1.2        0.8        1.0
  Gain......................................................                (0.1)
                                                               ------     ------     ------
    Net amortization........................................      1.2        0.7        1.0
                                                               ------     ------     ------
Net expense (credit)........................................   $ (3.4)    $ (3.8)    $  3.8
                                                               ======     ======     ======


                                      F-74

    The following selected information is for plans with benefit obligations in
excess of the fair value of plan assets:



                                                                2001
                                                              --------
                                                           
Benefit obligations at the end of the year..................   $484.7
Fair value of plan assets at the end of the year............    411.8
                                                               ======


    The following information is for plans with accumulated benefit obligations
in excess of the fair value of plan assets:



                                                                2001
                                                              --------
                                                           
Accumulated benefit obligations at the end of the year......   $145.8
Fair value of plan assets at the end of the year............    131.5
                                                               ======


    For the International Pension Plans, the actuarial present value of benefit
obligations is based on a weighted discount rate of approximately 6.00% for 2001
and 5.25% for 2000. Future benefits are assumed to increase in a manner
consistent with past experience of the plans, which, to the extent benefits are
based on compensation, includes assumed salary increases on a weighted scale of
approximately 4.00% for 2001 and 2000. The expected weighted long-term rate of
return on assets was approximately 8.50% for 2001, 7.75% for 2000, and 6.75% for
1999. Amortization included in net pension credits is based on the average
remaining service of employees. Plan assets include marketable equity
securities, government and corporate debt securities, real estate and commingled
funds.

    OI Inc. also sponsors several defined contribution plans for all salaried
and hourly U.S. employees of the Company. Participation is voluntary and
participants' contributions are based on their compensation. OI Inc. matches
substantially all plan participants' contributions up to various limits.
OI Inc. charges the Company for its share of the match. The Company's share of
the contributions to these plans amounted to $4.8 million in 2001, $5.6 million
in 2000, and $5.8 million in 1999.

    POSTRETIREMENT BENEFITS OTHER THAN PENSIONS.  OI Inc. provides certain
retiree health care and life insurance benefits covering substantially all U.S.
salaried and certain hourly employees. Employees are generally eligible for
benefits upon retirement and completion of a specified number of years of
creditable service. Independent actuaries determine postretirement benefit costs
for each subsidiary of OI Inc.; however, accumulated postretirement benefit
obligation information pertaining to each subsidiary has not been separately
determined. As such, the accumulated postretirement benefit obligation has been
retained by another subsidiary of OI Inc.

    The Company's net periodic postretirement benefit cost, as allocated by
OI Inc., for domestic employees was $4.8 million, $4.2 million, and
$4.8 million at December 31, 2001, 2000, and 1999, respectively.

    On October 1, 2001, the Company completed the acquisition of the Canadian
glass container assets of Consumers Packaging Inc. The information below is the
activity of the Canadian related

                                      F-75

retiree health care plan from October 1, 2001 through December 31, 2001. The
changes in the Canadian postretirement benefit obligations were as follows:



                                                                2001
                                                              --------
                                                           
Obligations at beginning of year............................   $  --
Change in benefit obligations:
  Service cost..............................................     0.1
  Interest cost.............................................     0.5
  Actuarial loss............................................     0.1
  Acquisition...............................................    31.2
  Benefit payments..........................................    (0.2)
                                                               -----
    Net change in benefit obligations.......................    31.7
                                                               -----
Obligations at end of year..................................   $31.7
                                                               =====


    The funded status of the Canadian postretirement benefit plans at year end
was as follows:



                                                                2001
                                                              --------
                                                           
Accumulated postretirement benefit obligations..............   $31.7
Net unrecognized items:
  Prior service credits.....................................      --
  Actuarial loss............................................    (0.1)
                                                               -----
                                                                (0.1)
                                                               -----
Nonpension postretirement benefit obligations...............   $31.6
                                                               =====


    The Company's nonpension postretirement benefit obligations are included
with other long term liabilities on the balance sheet.

    The components of the Canadian net postretirement benefit cost were as
follows:



                                                                2001
                                                              --------
                                                           
Service cost................................................    $0.1
Interest cost...............................................     0.5
                                                                ----
Net postretirement benefit cost.............................    $0.6
                                                                ====


    Assumed health care cost inflation was based on a rate of 9.00% in 2001,
declining to an ultimate rate of 5.50%. A one percentage point decrease in the
rate would have decreased the accumulated postretirement benefit obligation at
December 31, 2001 by $4.1 million and decreased the net postretirement benefit
cost for 2001 by $0.1 million. A one percentage point increase in the rate would
have increased the accumulated postretirement benefit obligation at
December 31, 2001 by $5.1 million and increased the net postretirement benefit
cost for 2001 by $0.1 million. The assumed weighted average discount rate used
in determining the accumulated postretirement benefit obligation was 6.50% at
December 31, 2001.

    Benefits provided by OI Inc. for certain of the hourly retirees of the
Company are determined by collective bargaining. Most other domestic hourly
retirees receive health and life insurance benefits from a multi-employer trust
established by collective bargaining. Payments to the trust as required by the
bargaining agreements are based upon specified amounts per hour worked and were
$6.3 million in 2001, $7.5 million in 2000, and $8.0 million in 1999.
Postretirement health and life benefits for retirees of foreign affiliates are
generally provided through the national health care programs of the countries in
which the affiliates are located.

                                      F-76

    OTHER REVENUE.  Other revenue for the year ended December 31, 2001 includes
$10.3 million from the sale of a minerals business in Australia. Other revenue
for the year ended December 31, 1999 includes gains totaling $40.8 million
related to the sales of a U.S. glass container plant and a mold manufacturing
business in Colombia.


    OTHER COSTS AND EXPENSES.  Other costs and expenses for the year ended
December 31, 2001 include pretax charges of $96.2 million related to the
following: (1) charges of $65.2 million principally related to a restructuring
program and impairment at certain of the Company's international and domestic
operations. The charge includes the impairment of assets at the Company's
affiliate in Puerto Rico and the consolidation of manufacturing capacity and the
closing of a facility in Venezuela. The charge related to the Puerto Rico
facility of $25.2 million related to the impairment of assets. While the Company
intends to continue to operate this facility, an analysis of cash flows
indicated that the long-lived assets, including buildings, furnaces, and factory
equipment were impaired. The Company has written down the majority of the
long-lived assets of this facility. As a result of the consolidation of
manufacturing capacity and the closing of two facilities in Venezuela, the
Company recorded an impairment charge of approximately $22 million to
substantially write off buildings, furnaces, and factory equipment. The program
also includes consolidation of capacity at certain other international and
domestic facilities in response to decisions about pricing and market strategy.
The total planned reduction in workforce resulting from these actions will
involve approximately 220 employees. The restructuring program included
termination benefits of approximately $4.5 million, of which $1.5 million had
been paid by December 31, 2001; and (2) a charge of $31.0 million related to the
loss on the sale of the Company's facilities in India; The Company expects its
actions related to the restructuring and impairment charges to be completed
during the next several quarters.



    Other costs and expenses for the year ended December 31, 2000 include
charges of $186.0 million principally related to a restructuring and capacity
realignment program. The program, initiated in the third quarter of 2000,
includes the consolidation of manufacturing capacity and a reduction of 175
employees in the U.S. salaried work force, or about 15%, principally as a result
of early retirement incentives. Also included in the program are a write-down of
plant and equipment for the Company's glass container affiliate in India and
certain other asset write-offs. Charges for manufacturing capacity
consolidations of $120.4 million principally involve U.S. glass container
facilities and reflect technology-driven improvements in productivity,
conversions from some juice and similar products to plastic containers, Company
and customer decisions regarding pricing and volume, and the further
concentration of production in the most strategically-located facilities. The
property, plant and equipment at the three facilities, consisting of land,
buildings, furnaces and factory equipment, was written down by $48.0 million to
substantially write off these assets. The Company expects that it will continue
to make cash payments over the next several quarters for benefits and on-going
closing costs related to the closing of these facilities.


    As a result of reducing the U.S. salaried workforce in 2000, the Company
recognized a settlement gain of approximately $24 million related to its defined
benefit pension plan. This gain has been included in the net charge of
$22.0 million for early retirement incentives and special termination benefits.

    The 2000 pretax charge of $40.0 million was related to the write-down of
property, plant, and equipment in India. Based on the Company's expectation of
future net cash flows of its affiliate in India, the related property, plant,
and equipment was written down to realizable values in accordance with Statement
of Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of."

                                      F-77

    Selected information relating to the restructuring accruals follows:



                                                              EARLY      WRITE-DOWN
                                                           RETIREMENT        OF
                                                           INCENTIVES     IMPAIRED
                                                           AND SPECIAL   PROPERTY,
                                             CAPACITY      TERMINATION   PLANT AND
                                          REALIGNMENT(A)    BENEFITS     EQUIPMENT     OTHER      TOTAL
                                          --------------   -----------   ----------   --------   --------
                                                                                  
2000 restructuring charges..............     $ 120.4         $ 22.0        $ 40.0      $ 3.6     $ 186.0
Write-down of assets to net realizable
  value.................................       (48.4)                       (40.0)      (3.6)      (92.0)
Reduction of OI Inc. prepaid pension
  asset.................................       (13.0)         (18.2)                               (31.2)
Increase in OI Inc. nonpension
  postretirement benefit liability......        (0.6)          (3.2)                                (3.8)
Net cash paid...........................        (1.2)          (0.2)                                (1.4)
                                             -------         ------        ------      -----     -------
Remaining liabilities at December 31,
  2000..................................        57.2            0.4            --         --        57.6
2001 restructuring charges..............        23.5                         41.7                   65.2
Write-down of assets to net realizable
  value.................................       (33.7)                       (41.7)                 (75.4)
Net cash paid...........................       (24.2)          (0.4)                               (24.6)
                                             -------         ------        ------      -----     -------
Remaining liabilities at December 31,
  2001..................................     $  22.8         $   --        $   --      $  --     $  22.8
                                             =======         ======        ======      =====     =======


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

(a) Capacity realignment includes charges for plant closing costs, severance
    benefits, and write-downs of assets for disposal or abandonment as a result
    of restructuring of manufacturing capacity. Write-downs of assets represent
    the majority of the charges for 2001.

    Other costs and expenses for the year ended December 31, 1999 include
charges totaling $20.8 million related principally to restructuring costs and
write-offs of certain assets in Europe and South America.

    GEOGRAPHIC INFORMATION.  The Company operates in the rigid packaging
industry. The Company has one primary reportable product segment within the
rigid packaging industry: Glass Containers. The Glass Containers segment
includes operations in North America, Europe, the Asia Pacific region, and South
America.

    The Company evaluates performance and allocates resources based on earnings
before interest income, interest expense, provision for income taxes, minority
share owners' interests in earnings of subsidiaries, and extraordinary charges
(collectively "EBIT") excluding unusual items. Net sales as shown in the
geographic segment information are based on the location of the Company's
affiliate which recorded the sales.

                                      F-78

    Financial information regarding the Company's geographic segments is as
follows:



                                                                                               TOTAL
                                                 NORTH                   ASIA      SOUTH     GEOGRAPHIC
                                               AMERICA(A)    EUROPE    PACIFIC    AMERICA     SEGMENTS
                                               ----------   --------   --------   --------   ----------
                                                                              
Net sales:
  2001.......................................   $1,662.2     $909.7     $660.6     $516.9     $3,749.4
  2000.......................................    1,742.4      894.0      760.7      494.5      3,891.6
  1999.......................................    1,772.0      965.6      815.0      412.6      3,965.2
                                                ========     ======     ======     ======     ========
EBIT, excluding unusual items:
  2001.......................................   $  306.2     $ 93.2     $102.2     $ 91.6     $  593.2
  2000.......................................      311.8       81.9      123.9       77.2        594.8
  1999.......................................      333.8       97.9      135.0       29.9        596.6
                                                ========     ======     ======     ======     ========
Unusual items:
  2001:
    Gain on the sale of a minerals business
      in Australia...........................                           $ 10.3                $   10.3
    Restructuring and impairment charges.....   $  (35.1)    $ (6.1)      (0.8)    $(23.2)       (65.2)
    Special employee benefit programs........       (4.4)      (0.7)      (2.3)      (0.2)        (7.6)
    Loss on the sale of the Company's
      facilities in India....................                            (31.0)                  (31.0)
  2000:
    Charges related to consolidation of
      manufacturing capacity.................     (124.0)                             3.6       (120.4)
    Charges related to early retirement
      incentives and special termination
      benefits...............................      (22.0)                                        (22.0)
    Charges related to impairment of
      property, plant, and equipment in
      India..................................                            (40.0)                  (40.0)
    Other....................................                                        (3.6)        (3.6)
  1999:
    Gains related to the sales of two
      manufacturing facilities...............       30.8                             10.0         40.8
    Charges related principally to
      restructuring costs and write-offs of
      certain assets in Europe and South
      America................................                 (10.8)                (10.0)       (20.8)


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

(a) One customer accounted for 11.5%, 10.9%, and 10.3% of the Company's sales in
    2001, 2000, and 1999 respectively.

    The Company's net fixed assets by location are as follows:



                                                            UNITED
                                                            STATES    FOREIGN     TOTAL
                                                           --------   --------   --------
                                                                        
2001.....................................................   $605.0    $1,498.3   $2,103.3
2000.....................................................    612.6     1,510.3    2,122.9
1999.....................................................    676.7     1,631.1    2,307.8
                                                            ======    ========   ========


                                      F-79

    Reconciliations to consolidated totals are as follows:



                                                           2001       2000       1999
                                                         --------   --------   --------
                                                                      
Revenues:
  Net sales............................................  $3,749.4   $3,891.6   $3,965.2
  Royalties and net technical assistance...............      17.2       17.9       21.3
  Equity earnings......................................      18.9       18.7       21.0
  Interest.............................................      22.3       27.5       22.4
  Other................................................      33.8       41.4       65.3
                                                         --------   --------   --------
  Total................................................  $3,841.6   $3,997.1   $4,095.2
                                                         ========   ========   ========
Reconciliation of EBIT to earnings before income taxes
  and minority share owners' interests in earnings of
  subsidiaries:
  EBIT, excluding unusual items........................  $  593.2   $  594.8   $  596.6
  Unusual items........................................     (93.5)    (186.0)      20.0
  Net interest expense.................................    (323.4)    (344.2)    (317.0)
                                                         --------   --------   --------
  Total................................................  $  176.3   $   64.6   $  299.6
                                                         ========   ========   ========


                                      F-80

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Share Owner
OI Plastic Products FTS Inc.

    We have audited the accompanying consolidated balance sheets of OI Plastic
Products FTS Inc. as of December 31, 2001 and 2000, and the related consolidated
statements of results of operations, net Parent investment, and cash flows for
each of the three years in the period ended December 31, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of OI Plastic
Products FTS Inc. at December 31, 2001 and 2000, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States.

                                          Ernst & Young LLP

Toledo, Ohio
January 24, 2002

                                      F-81

                          OI PLASTIC PRODUCTS FTS INC.

                       CONSOLIDATED RESULTS OF OPERATIONS

                             (MILLIONS OF DOLLARS)



                                                                 YEARS ENDED DECEMBER 31,
                                                              ------------------------------
                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Revenues:
  Net sales.................................................  $1,661.1   $1,668.4   $1,558.7
  Other revenue.............................................      14.9       11.3       12.4
                                                              --------   --------   --------
                                                               1,676.0    1,679.7    1,571.1
Costs and expenses:
  Manufacturing, shipping, and delivery.....................   1,288.9    1,287.6    1,144.0
  Research and development..................................      30.7       31.6       24.7
  Engineering...............................................       1.4        0.3        6.8
  Selling and administrative................................      70.2       68.5       69.2
  Net intercompany interest.................................      55.5      103.2       87.0
  Other interest expense....................................      38.6        2.7        3.8
  Other.....................................................      88.8       67.2       55.1
                                                              --------   --------   --------
                                                               1,574.1    1,561.1    1,390.6
                                                              --------   --------   --------
Earnings before items below.................................     101.9      118.6      180.5
Provision for income taxes..................................      53.3       60.5       83.8
Minority share owners' interests in earnings of
  subsidiaries..............................................       0.5        1.4        2.0
                                                              --------   --------   --------
Net earnings................................................  $   48.1   $   56.7   $   94.7
                                                              ========   ========   ========


  See accompanying Statement of Significant Accounting Policies and Financial
                                    Review.

                                      F-82

                          OI PLASTIC PRODUCTS FTS INC.

                          CONSOLIDATED BALANCE SHEETS

                             (MILLIONS OF DOLLARS)

                                     ASSETS



                                                                 DECEMBER 31,
                                                              -------------------
                                                                2001       2000
                                                              --------   --------
                                                                   
CURRENT ASSETS:
  Cash......................................................  $   10.3   $   34.2
  Receivables including amount from related parties of $9.2
    ($8.7 in 2000), less allowances of $38.2 ($29.2 in 2000)
    for losses and discounts................................     184.3      192.0
  Inventories...............................................     222.9      249.2
  Prepaid expenses..........................................      41.1       24.7
                                                              --------   --------
    Total current assets....................................     458.6      500.1
OTHER ASSETS:
  Equity investments........................................       9.2       14.2
  Repair parts inventories..................................      25.6       30.4
  Deposits, receivables, and other assets...................      95.9       95.3
  Excess of purchase cost over net assets acquired, net of
    accumulated amortization of $440.2 ($394.7 in 2000).....   1,468.2    1,523.6
                                                              --------   --------
    Total other assets......................................   1,598.9    1,663.5
PROPERTY, PLANT, AND EQUIPMENT:
  Land, at cost.............................................      28.7       29.3
  Buildings and equipment, at cost:
    Buildings and building equipment........................     212.8      223.6
    Factory machinery and equipment.........................   1,522.6    1,474.8
    Transportation, office, and miscellaneous equipment.....      22.5       19.4
    Construction in progress................................     131.1      128.5
                                                              --------   --------
                                                               1,917.7    1,875.6
  Less accumulated depreciation.............................     799.3      759.8
                                                              --------   --------
    Net property, plant, and equipment......................   1,118.4    1,115.8
                                                              --------   --------
Total assets................................................  $3,175.9   $3,279.4
                                                              ========   ========


                                      F-83

                          OI PLASTIC PRODUCTS FTS INC.

                    CONSOLIDATED BALANCE SHEETS (CONTINUED)

                             (MILLIONS OF DOLLARS)

                     LIABILITIES AND NET PARENT INVESTMENT



                                                                 DECEMBER 31,
                                                              -------------------
                                                                2001       2000
                                                              --------   --------
                                                                   
CURRENT LIABILITIES:
  Short-term loans..........................................             $    8.3
  Accounts payable including amount to related parties of
    $12.3 ($8.0 in 2000)....................................  $  105.9      114.5
  Salaries and wages........................................      18.2       17.5
  U.S. and foreign income taxes.............................      10.8       13.2
  Other accrued liabilities.................................      47.6       13.6
  Long-term debt due within one year........................       4.9        4.6
                                                              --------   --------
    Total current liabilities...............................     187.4      171.7
EXTERNAL LONG-TERM DEBT.....................................     851.3        7.2
DEFERRED TAXES..............................................     172.6      173.4
OTHER LIABILITIES...........................................      12.9        1.9
MINORITY SHARE OWNERS' INTERESTS............................                  8.3
NET PARENT INVESTMENT
  Investment by and advances from parent....................   1,980.0    2,944.1
  Accumulated other comprehensive loss......................     (28.3)     (27.2)
                                                              --------   --------
    Total net Parent investment.............................   1,951.7    2,916.9
                                                              --------   --------
Total liabilities and net Parent investment.................  $3,175.9   $3,279.4
                                                              ========   ========


  See accompanying Statement of Significant Accounting Policies and Financial
                                    Review.

                                      F-84

                          OI PLASTIC PRODUCTS FTS INC.

                       CONSOLIDATED NET PARENT INVESTMENT

                             (MILLIONS OF DOLLARS)



                                                                 YEARS ENDED DECEMBER 31,
                                                              ------------------------------
                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
INVESTMENT BY AND ADVANCES TO PARENT
  Balance at beginning of year..............................  $2,944.1   $2,884.7   $2,742.0
  Net intercompany transactions.............................  (1,012.2)       4.5       48.0
  Net earnings..............................................      48.1       56.7       94.7
  Net loss for the month ended December 31, 2000 for the
    change in the fiscal year end of certain international
    affiliates..............................................                 (1.8)
                                                              --------   --------   --------
    Balance at end of year..................................   1,980.0    2,944.1    2,884.7
                                                              ========   ========   ========
ACCUMULATED OTHER COMPREHENSIVE LOSS
  Balance at beginning of year..............................     (27.2)     (25.0)      (9.7)
  Foreign currency translation adjustments..................      (1.1)      (2.2)     (15.3)
                                                              --------   --------   --------
    Balance at end of year..................................     (28.3)     (27.2)     (25.0)
                                                              ========   ========   ========
Total net Parent investment.................................  $1,951.7   $2,916.9   $2,859.7
                                                              ========   ========   ========
TOTAL COMPREHENSIVE INCOME (LOSS)
  Net earnings..............................................  $   48.1   $   56.7   $   94.7
  Foreign currency translation adjustments..................      (1.1)      (2.2)     (15.3)
                                                              --------   --------   --------
    Total...................................................  $   47.0   $   54.5   $   79.4
                                                              ========   ========   ========


  See accompanying Statement of Significant Accounting Policies and Financial
                                    Review.

                                      F-85

                          OI PLASTIC PRODUCTS FTS INC.

                            CONSOLIDATED CASH FLOWS

                             (MILLIONS OF DOLLARS)



                                                                 YEARS ENDED DECEMBER 31,
                                                              ------------------------------
                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
OPERATING ACTIVITIES:
  Net earnings..............................................  $   48.1    $ 56.7     $ 94.7
  Non-cash charges (credits):
    Depreciation............................................     111.2     107.6       97.6
    Amortization of deferred costs..........................      60.9      60.3       63.7
    Deferred tax provision..................................      42.9      51.9       75.5
    Restructuring costs and write-offs of certain assets....      33.3      26.6
    (Gains) losses on asset sales...........................      (2.8)                 4.0
    Other...................................................     (10.9)    (17.9)     (10.5)
  Change in non-current operating assets....................      (1.7)     (7.4)      (8.9)
  Reduction of non-current liabilities......................                (0.2)      (1.4)
  Change in components of working capital...................      35.7     (83.2)     (10.0)
                                                              --------    ------     ------
    Cash provided by operating activities...................     316.7     194.4      304.7
INVESTING ACTIVITIES:
  Additions to property, plant and equipment................    (164.0)   (176.4)    (192.3)
  Acquisitions, net of cash acquired........................     (15.6)
  Net cash proceeds from divestitures and other.............      66.7       4.8        9.2
                                                              --------    ------     ------
    Cash utilized in investing activities...................    (112.9)   (171.6)    (183.1)
FINANCING ACTIVITIES:
  Net change in intercompany debt...........................  (1,049.5)      3.5     (103.3)
  Additions to long-term debt...............................     850.4       1.5        1.6
  Payment of finance fees...................................     (14.9)
  Decrease in short-term loans..............................      (8.7)     (3.4)      (4.8)
  Repayments of long-term debt..............................      (6.8)    (10.5)      (6.9)
                                                              --------    ------     ------
    Cash utilized in financing activities...................    (229.5)     (8.9)    (113.4)
  Effect of exchange rate fluctuations on cash..............       1.8      (0.4)      (1.0)
  Effect of change in fiscal year end for certain
    international affiliates................................                 1.2
                                                              --------    ------     ------
Increase (decrease) in cash.................................     (23.9)     14.7        7.2
Cash at beginning of year...................................      34.2      19.5       12.3
                                                              --------    ------     ------
Cash at end of year.........................................  $   10.3    $ 34.2     $ 19.5
                                                              ========    ======     ======


  See accompanying Statement of Significant Accounting Policies and Financial
                                    Review.

                                      F-86

                  STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

    BASIS OF CONSOLIDATED STATEMENTS.  The consolidated financial statements of
OI Plastic Products FTS Inc. ("Company") include the accounts of its
subsidiaries. During January 2002, OI Closure FTS, Inc, another subsidiary of
Owens-Illinois Inc., was merged into the Company. Since both entities were under
common control of Owens-Illinois Inc., the consolidated statement of operations,
net parent investment, and cash flows for each of the three years ended
December 31, 2001 and the consolidated balance sheets at December 31, 2001 and
2000 include OI Closure FTS, Inc. for all periods at historical cost. Newly
acquired subsidiaries have been included in the consolidated financial
statements from dates of acquisition. Prior to December 2000, substantially all
of the Company's consolidated foreign subsidiaries reported their results of
operations on a one-month lag, which allowed additional time to compile the
results. Beginning in December 2000, the one-month lag was eliminated. As a
result, the December 2000 results of operations for these subsidiaries, which
amounted to a net loss of $1.8 million, was recorded directly to retained
earnings in December 2000.

    The Company uses the equity method of accounting for investments in which it
has a significant ownership interest, generally 20% to 50%. Other investments
are accounted for at cost.

    RELATIONSHIP WITH OWENS-ILLINOIS, INC. AND OWENS-ILLINOIS, GROUP INC.  The
Company is a wholly-owned subsidiary of Owens-Illinois Group, Inc. ("OI Group")
and an indirect subsidiary of Owens-Illinois, Inc. ("OI Inc."). Although
OI Inc. does not conduct any operations, it has substantial obligations related
to outstanding indebtedness, dividends for preferred stock and asbestos-related
payments. OI Inc. relies primarily on distributions from its direct and indirect
subsidiaries to meet these obligations.

    For federal and certain state income tax purposes, the taxable income of the
Company is included in the consolidated tax returns of OI Inc. and income taxes
are allocated to the Company on a basis consistent with separate returns.
Current income taxes are recorded by the Company on a basis consistent with
separate returns.

    NATURE OF OPERATIONS.  The Company is a leading manufacturer of plastics
packaging products. The Company's principal product lines are plastic
containers, closures and plastic prescription containers. The Company's
principal operations are in North America, however, the Company does have minor
operations in Europe and South America. Major markets include the United States
household products, personal care products, health care products, and food and
beverage industries. One customer accounted for 18.0%, 13.0%, and 12.1% of the
Company's sales in 2001, 2000, and 1999 respectively.

    USE OF ESTIMATES.  The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires
management of the Company to make estimates and assumptions that affect certain
amounts reported in the financial statements and accompanying notes. Actual
results may differ from those estimates, at which time the Company would revise
its estimates accordingly.

    CASH.  The Company defines "cash" as cash and time deposits with maturities
of three months or less when purchased.

    FAIR VALUES OF FINANCIAL INSTRUMENTS.  The carrying amounts reported for
cash, short-term investments and short-term loans approximate fair value. In
addition, carrying amounts approximate fair value for certain long-term debt
obligations subject to frequently redetermined interest rates. The Company is
not a party to any material derivative financial instruments.

    INVENTORY VALUATION.  The Company values most U.S. inventories at the lower
of last-in, first-out (LIFO) cost or market. Other inventories are valued at the
lower of standard costs (which approximate average costs) or market.

                                      F-87

    EXCESS OF PURCHASE COST OVER NET ASSETS ACQUIRED.  Through December 31,
2001, the excess of purchase cost over net assets acquired was being amortized
over 40 years. The Company evaluated the recoverability of long-lived assets
based on undiscounted projected cash flows, excluding interest and taxes, when
factors indicated that an impairment may have existed. (See "New Accounting
Standards").

    PROPERTY, PLANT, AND EQUIPMENT.  In general, depreciation is computed using
the straight-line method. Renewals and improvements are capitalized. Maintenance
and repairs are expensed as incurred.

    REVENUE RECOGNITION.  The Company recognizes sales, net of estimated
discounts and allowances, when title to products is transferred to customers.
Shipping and handling costs are included with manufacturing, shipping, and
delivery costs.

    INCOME TAXES ON UNDISTRIBUTED EARNINGS.  In general, the Company plans to
continue to reinvest the undistributed earnings of foreign subsidiaries and
foreign corporate joint ventures accounted for by the equity method.
Accordingly, taxes are provided only on that amount of undistributed earnings in
excess of planned reinvestments.

    FOREIGN CURRENCY TRANSLATION.  The assets and liabilities of most affiliates
and associates are translated at current exchange rates and any related
translation adjustments are recorded directly in share owners' equity. The
Company's affiliate located in Venezuela operates in a highly inflationary
economy. In such cases, certain assets of this affiliate are translated at
historical exchange rates and all translation adjustments are reflected in the
statements of consolidated results of operations.

    NEW ACCOUNTING STANDARDS.  In July 2001, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 141, "Business
Combinations" which is effective for business combinations completed after
June 30, 2001. Also in July 2001, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("FAS No. 142"), which is effective for goodwill acquired
after June 30, 2001. For goodwill acquired prior to July 1, 2001, FAS No. 142
will be effective for fiscal years beginning after December 15, 2001. Under FAS
No. 142, goodwill and intangible assets with indefinite lives will no longer be
amortized but will be reviewed annually (or more frequently if impairment
indicators arise) for impairment.

    The Company estimates that adopting FAS No. 142 will increase 2002 earnings
before the effects of the accounting change by approximately $45 million. The
Company has not completed its assessment of the effects that adopting FAS
No. 142 will have on the reported value of goodwill, however, the Company
expects that it will record an impairment charge in 2002 in connection with
adopting FAS No. 142.

    In October 2001, the Financial Accounting Standards Board ("FASB") issued
Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("FAS No. 144"). FAS No. 144 supersedes FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" ("FAS No. 121"). FAS No. 144 provides additional guidance on
estimating cash flows when performing a recoverability test, requires that a
long-lived asset (group) to be disposed of other than by sale (e.g. abandoned)
be classified as "held and used" until it is disposed of, and establishes more
restrictive criteria to classify an asset (group) as "held for sale"; however,
it retains the fundamental provisions of FAS No. 121 related to the recognition
and measurement of the impairment of long-lived assets to be "held and used."
FAS No. 144 is effective for fiscal years beginning after December 15, 2001 and
transition is prospective for committed disposal activities that are initiated
after the effective date of FAS No. 144's initial application. The impact of
adopting FAS No. 144 on the Company's reporting and disclosure is not expected
to be material to the Company's financial position or results of operations.

                                      F-88

                                FINANCIAL REVIEW
                      TABULAR DATA IN MILLIONS OF DOLLARS.

    CHANGES IN COMPONENTS OF WORKING CAPITAL RELATED TO OPERATIONS.  Changes in
the components of working capital related to operations (net of the effects
related to acquisitions and divestitures) were as follows:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Decrease (increase) in current assets:
  Receivables...............................................   $ (2.6)    $  1.5     $(39.2)
  Inventories...............................................     20.0      (31.6)     (34.8)
  Prepaid expenses..........................................      3.4        2.7       (2.3)
Increase (decrease) in current liabilities:
  Accounts payable and accrued liabilities..................     19.2       (6.9)      12.5
  Salaries and wages........................................      2.0       (0.1)       0.6
  U.S. and foreign income taxes.............................     (6.3)     (48.8)      53.2
                                                               ------     ------     ------
                                                               $ 35.7     $(83.2)    $(10.0)
                                                               ======     ======     ======


    INVENTORIES.  Major classes of inventory are as follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Finished goods..............................................   $133.7     $157.4
Work in process.............................................      0.3        3.8
Raw materials...............................................     71.7       72.6
Operating supplies..........................................     17.2       15.4
                                                               ------     ------
                                                               $222.9     $249.2
                                                               ======     ======


    If the inventories which are valued on the LIFO method had been valued at
standard costs, which approximate current costs, consolidated inventories would
be higher than reported by $5.2 million and $10.5 million at December 31, 2001
and 2000, respectively.

    Inventories which are valued at the lower of standard costs (which
approximate average costs), or market at December 31, 2001 and 2000 were
approximately $34.0 million and $33.4 million, respectively.

    EXTERNAL LONG-TERM DEBT.  The following table summarizes the external
long-term debt of the Company at December 31, 2001 and 2000:



                                                                  DECEMBER 31
                                                              -------------------
                                                                2001       2000
                                                              --------   --------
                                                                   
Secured Credit Agreement:
  Revolving Credit Facility.................................   $850.0
Other.......................................................      6.2     $11.8
                                                               ------     -----
                                                                856.2      11.8
Less amounts due within one year............................      4.9       4.6
                                                               ------     -----
  External long-term debt...................................   $851.3     $ 7.2
                                                               ======     =====


    In April 2001, OI Group and certain of its domestic and foreign
subsidiaries, including the Company (the "Borrowers") entered into the Secured
Credit Agreement (the "Agreement") with a group of banks, which expires on
March 31, 2004. The Agreement provides for a $3.0 billion revolving

                                      F-89

credit facility (the "Revolving Credit Facility") and a $1.5 billion term loan
(the "Term Loan"). The Agreement includes an Overdraft Account Facility
providing for aggregate borrowings up to $50 million which reduce the amount
available for borrowing under the Revolving Credit Facility. The Agreement also
provides for the issuance of letters of credit totaling up to $500 million,
which also reduce the amount available for borrowings under the Revolving Credit
Facility.

    Under the Secured Credit Agreement, the Company has a total commitment of
$1.0 billion provided by the Revolving Credit Facility. The Company has no
commitment available under the Term Loan. At December 31, 2001, the Company had
unused credit of $150.0 million available under the Secured Credit Agreement.

    Prior to April 2001, the Company's significant financing was provided by
OI Inc. under the April 1998 Second Amended and Restated Credit Agreement
through intercompany loans. Borrowings under the Secured Credit Agreement by the
Company and certain other domestic and foreign subsidiaries of OI Group were
used to repay all amounts outstanding under, and terminate, the Second Amended
and Restated Credit Agreement.

    The interest rate on borrowings under the Revolving Credit Facility is, at
the Borrower's option, the Base Rate or a reserve adjusted Eurodollar rate. The
interest rate on borrowings under the Revolving Credit Facility also includes a
margin linked to OI Inc.'s Consolidated Leverage Ratio, as defined in the
Agreement. The margin is limited to ranges of 1.75% to 2.00% for Eurodollar
loans and .75% to 1.00% for Base Rate loans. The interest rate on Overdraft
Account loans is the Base Rate minus .50%. The weighted average interest rate on
borrowings outstanding under the Revolving Credit Facility at December 31, 2001
was 4.17%. While no compensating balances are required by the Agreement, the
Borrowers must pay a facility fee on the Revolving Credit Facility commitments
of .50%.

    Borrowings under the Agreement are secured by substantially all the assets
of the Company and its domestic subsidiaries. Borrowings are also secured by a
pledge of intercompany debt and equity in most of the Company's domestic
subsidiaries.

    The Agreement requires, among other things, the maintenance of certain
financial ratios, and restricts the creation of liens and certain types of
business activities and investments.

    Annual maturities for all of the Company's external long-term debt through
2006 are as follows: 2002, $4.9 million; 2003, $0.5 million; 2004,
$850.3 million; 2005, $0.2 million; and 2006, $0.2 million.

    Interest paid in cash aggregated $31.7 million for 2001, $0.9 million for
2000, and $1.1 million for 1999.

    GUARANTEES OF DEBT.  The Company has guaranteed the borrowings of certain of
OI Inc.'s domestic subsidiaries totaling $2,605.4 and has also guaranteed the
borrowings of certain foreign affiliates under the Agreement.

    During January 2002, an affiliate of the Company completed a $1.0 billion
private placement of senior secured notes. The assets of the Company and most of
its domestic subsidiaries are pledged as security for the notes. The Company has
guaranteed these notes.

    OPERATING LEASES.  Rent expense attributable to all operating leases was
$21.9 million in 2001, $19.1 million in 2000, and $17.4 million in 1999. Minimum
future rentals under operating leases are as follows: 2002, $9.0 million; 2003,
$5.0 million; 2004, $1.5 million; 2005, $0.6 million; 2006, $0.5 million; and
2007 and thereafter, $2.2 million.

    FOREIGN CURRENCY TRANSLATION.  Aggregate foreign currency exchange gains
(losses) included in other costs and expenses were $(1.3) million in 2001,
$(0.7) million in 2000, and $0.5 million in 1999.

                                      F-90

    INCOME TAXES.  Deferred income taxes reflect: (1) the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes and
(2) carryovers and credits for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities at December 31, 2001 and 2000
are as follows (certain amounts from prior year have been reclassified to
conform to current year presentation):



                                                                2001       2000
                                                              --------   --------
                                                                   
Deferred tax assets:
  Tax loss carryovers.......................................  $  10.9    $   5.3
  Accrued liabilities.......................................     20.9        6.6
  Other.....................................................     24.2       16.8
                                                              -------    -------
    Total deferred tax assets...............................     56.0       28.7
Deferred tax liabilities:
  Property, plant and equipment.............................    151.8      142.6
  Inventory.................................................      1.6        1.6
  Other.....................................................     37.0       39.3
                                                              -------    -------
    Total deferred tax liabilities..........................    190.4      183.5
                                                              -------    -------
    Net deferred tax liabilities............................  $(134.4)   $(154.8)
                                                              =======    =======


    Deferred taxes are included in the Consolidated Balance Sheets at
December 31, 2001 and 2000 as follows:



                                                                2001       2000
                                                              --------   --------
                                                                   
Prepaid expenses............................................  $  38.2    $  18.6
Deferred tax liabilities....................................   (172.6)    (173.4)
                                                              -------    -------
Net deferred tax liabilities................................  $(134.4)   $(154.8)
                                                              =======    =======


    The provision for income taxes consists of the following:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Current:
  State.....................................................   $ 1.2      $(0.4)     $ 2.1
  Foreign...................................................     9.2        9.0        6.2
                                                               -----      -----      -----
                                                                10.4        8.6        8.3
                                                               -----      -----      -----
Deferred:
  U.S. Federal..............................................    39.9       45.3       66.9
  State.....................................................     3.2        6.3        8.2
  Foreign...................................................    (0.2)       0.3        0.4
                                                               -----      -----      -----
                                                                42.9       51.9       75.5
                                                               -----      -----      -----
Total:
  U.S. Federal..............................................    39.9       45.3       66.9
  State.....................................................     4.4        5.9       10.3
  Foreign...................................................     9.0        9.3        6.6
                                                               -----      -----      -----
                                                               $53.3      $60.5      $83.8
                                                               =====      =====      =====


                                      F-91

    The provision for income taxes was calculated based on the following
components of earnings before income taxes:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Domestic....................................................   $ 70.5     $ 91.4     $159.4
Foreign.....................................................     31.4       27.2       21.1
                                                               ------     ------     ------
                                                               $101.9     $118.6     $180.5
                                                               ======     ======     ======


    Income taxes paid in cash were as follows:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Domestic....................................................    $1.5       $0.9       $2.5
Foreign.....................................................     6.4        2.1        4.4
                                                                ----       ----       ----
                                                                $7.9       $3.0       $6.9
                                                                ====       ====       ====


    A reconciliation of the provision for income taxes based on the statutory
U.S. Federal tax rate of 35% to the provision for income taxes is as follows:



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                                           
Pretax earnings at statutory U.S. Federal tax rate..........   $35.7      $41.5      $63.2
Increase (decrease) in provision for income taxes due to:
  Amortization of goodwill..................................    16.5       16.5       16.4
  State taxes, net of federal benefit.......................     3.5        3.9        6.7
  Foreign earnings at different rates.......................    (1.7)       0.3       (1.9)
  Other items...............................................    (0.7)      (1.7)      (0.6)
                                                               -----      -----      -----
Provision for income taxes..................................   $53.3      $60.5      $83.8
                                                               -----      -----      -----
Effective tax rate..........................................    52.3%      51.0%      46.4%
                                                               =====      =====      =====


    The Company is included with OI Inc.'s consolidated tax returns. OI Inc. has
net operating losses, alternative minimum tax credits, and research and
development credits available to offset future U.S. Federal income tax.

    At December 31, 2001, the Company's equity in the undistributed earnings of
foreign subsidiaries for which income taxes had not been provided approximated
$32.7 million. It is not practicable to estimate the U.S. and foreign tax which
would be payable should these earnings be distributed.

    RELATED PARTY TRANSACTIONS.  Charges for administrative services are
allocated to the Company by OI Inc. based on an annual utilization level. Such
services include compensation and benefits administration, payroll processing,
use of certain general accounting systems, auditing, income tax planning and
compliance, and treasury services. Management believes that such transactions
are on

                                      F-92

terms no less favorable to the Company than those that could be obtained from
unaffiliated third parties. The following information summarizes the Company's
significant related party transactions:



                                                                        YEARS ENDED DECEMBER 31,
                                                                  ------------------------------------
                                                                    2001          2000          1999
                                                                  --------      --------      --------
                                                                                     
Revenues:
  Sales to affiliated companies.............................       $ 8.2         $ 7.7         $ 2.6
                                                                   =====         =====         =====
Expenses:
  Administrative services...................................       $13.2         $15.6         $14.6
  Corporate management fee..................................         8.5           8.6           7.8
                                                                   -----         -----         -----
Total expenses..............................................       $21.7         $24.2         $22.4
                                                                   =====         =====         =====


    The above expenses are recorded in the statement of operations as follows:

                                                                                     
Cost of sales...............................................       $11.6         $13.8         $12.9
Selling, general, and administrative expenses...............        10.1          10.4           9.5
                                                                   -----         -----         -----
Total expenses..............................................       $21.7         $24.2         $22.4
                                                                   =====         =====         =====



    Intercompany interest is charged to the Company from OI Inc. based on its
ending intercompany debt balances. Intercompany interest expense is calculated
using a weighted average interest rate of external borrowings by OI Inc.

    PARTICIPATION IN OI INC. STOCK OPTION PLANS.  The Company participates in
the stock option plans of OI Inc. under which employees of the Company may be
granted options to purchase common shares of OI Inc. No options may be exercised
in whole or in part during the first year after the date granted. In general,
subject to certain accelerated exercisability provisions, 50% of the options
become exercisable on the fifth anniversary of the date of the option grant,
with the remaining 50% becoming exercisable on the sixth anniversary date of the
option grant. In general, options expire following termination of employment or
the day after the tenth anniversary date of the option grant.

    All options have been granted at prices equal to the market price of the
OI Inc.'s common stock on the date granted. Accordingly, the Company recognizes
no compensation expense related to the stock option plans. OI Inc. has adopted
the disclosure-only provisions of Statement of Financial Accounting Standards
(SFAS) No. 123, "Accounting for Stock-Based Compensation."

    A substantial number of the options have been granted to key employees of
another subsidiary of OI Inc., some of whose compensation costs are included in
an allocation of costs to all operating subsidiaries of OI Inc., including the
Company. It is not practical to determine an amount of additional compensation
allocable to the Company if OI Inc. had elected to recognize compensation cost
based on the fair value of the options granted at grant date as allowed by SFAS
No. 123.

    PENSION BENEFIT PLANS.  The Company participates in OI Inc.'s pension plans
for substantially all employees located in the United States. Benefits generally
are based on compensation for salaried employees and on length of service for
hourly employees. OI Inc.'s policy is to fund pension plans such that sufficient
assets will be available to meet future benefit requirements. Independent
actuaries determine pension costs for each subsidiary of OI Inc. included in the
plans; however, accumulated benefit obligation information and plan assets
pertaining to each subsidiary have not been separately determined. As such, the
accumulated benefit obligation and the plan assets related to the pension plans
for domestic employees have been retained by another subsidiary of OI Inc. Net
credits to results of operations for the Company's allocated portion of the
domestic pension costs amounted to $13.6 million in 2001, $15.1 million in 2000,
and $9.0 million in 1999.

                                      F-93

    OI Inc. also sponsors several defined contribution plans for all salaried
and hourly U.S. employees of the Company. Participation is voluntary and
participants' contributions are based on their compensation. OI Inc. matches
substantially all plan participants' contributions up to various limits.

    OI Inc. charges the Company for its share of the match. The Company's share
of the contributions to these plans amounted to $3.5 million in 2001,
$3.9 million in 2000, and $4.0 million in 1999.

    POSTRETIREMENT BENEFITS OTHER THAN PENSIONS.  OI Inc. provides certain
retiree health care and life insurance benefits covering substantially all U.S.
salaried and certain hourly employees. Employees are generally eligible for
benefits upon retirement and completion of a specified number of years of
creditable service. Independent actuaries determine postretirement benefit costs
for each subsidiary of OI Inc.; however, accumulated postretirement benefit
obligation information pertaining to each subsidiary has not been separately
determined. As such, the accumulated postretirement benefit obligation has been
retained by another subsidiary of OI Inc.

    The Company's net periodic postretirement benefit cost, as allocated by
OI Inc., was $2.3 million, $1.9 million, and $2.3 million at December 31, 2001,
2000, and 1999, respectively.

    OTHER REVENUE.  Other revenue for the year ended December 31, 2001 includes
$2.8 million from the sale of the Company's label business.


    OTHER COSTS AND EXPENSES.  Other costs and expenses for the year ended
December 31, 2001 include: (1) net charges of $16.9 million consisting of
$22.1 million for impairment and restructuring charges at certain of the
Company's operations offset by a $5.2 million reversal of a prior charge;
(2) $7.9 million related to restructuring manufacturing capacity in the medical
devices business; and (3) $8.5 million for certain contingencies. The total
planned reduction in workforce will involve approximately 180 employees. The
restructuring program included termination benefits of approximately
$3.5 million, of which $0.2 million had been paid by December 31, 2001. The
Company expects its actions related to the restructuring and impairment charges
to be completed during the next several quarters.


    Other costs and expenses for the year ended December 31, 2000 include
charges of $11.2 million principally related to a restructuring and capacity
realignment program. The restructuring and capacity realignment program,
initiated in the third quarter of 2000, includes the consolidation of
manufacturing capacity and a reduction of 100 employees in the U.S. salaried
work force, or about 5%, principally as a result of early retirement incentives.


    As a result of the approximate 5% reduction of the U.S. salaried workforce
in 2000, the Company recognized a settlement gain of approximately $8 million
related to its defined benefit pension plan. This gain has been included in the
net charge of $9.2 million for early retirement incentives and special
termination benefits.


                                      F-94

    Selected information relating to restructuring accruals follows:



                                                                       EARLY RETIREMENT
                                                       CAPACITY     INCENTIVES AND SPECIAL
                                                      REALIGNMENT    RETIREMENT BENEFITS      TOTAL
                                                      -----------   ----------------------   --------
                                                                                    
2000 restructuring charges..........................     $ 2.0              $ 9.2             $11.2
Write-down of assets to net realizable value........      (0.6)                                (0.6)
Reduction of OI Inc prepaid pension asset...........      (0.6)              (7.4)             (8.0)
Increase in OI Inc nonpension post-retirement
  benefit liability.................................                         (1.4)             (1.4)
Net cash paid.......................................      (0.3)                                (0.3)
                                                         -----              -----             -----
Remaining liabilities at December 31, 2000..........       0.5                0.4               0.9
Restructuring program and impairment................      22.1                                 22.1
Reversal of second quarter restructuring charge.....      (5.2)                                (5.2)
Medical Devices restructuring.......................       7.9                                  7.9
Write-down of assets to net realizable value........     (10.1)                               (10.1)
Net cash paid.......................................      (0.5)              (0.4)             (0.9)
                                                         -----              -----             -----
Remaining liabilities at December 31, 2001..........     $14.7              $  --             $14.7
                                                         =====              =====             =====


    Capacity realignment includes charges for plant closing costs, severance
benefits, and write-downs of assets for disposal or abandonment as a result of
restructuring of manufacturing capacity. Write-downs of assets represent the
majority of the charges for 2001.

                                      F-95


                           OWENS-ILLINOIS GROUP, INC.
                  CONDENSED CONSOLIDATED RESULTS OF OPERATIONS



                             (MILLIONS OF DOLLARS)





                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                                2002       2001
                                                              --------   --------
                                                                  (UNAUDITED)
                                                                   
Revenues:
  Net sales.................................................  $1,310.9   $1,306.1
  Royalties and net technical assistance....................       6.8        5.4
  Equity earnings...........................................       6.0        3.6
  Interest..................................................       5.3        6.5
  Other.....................................................       9.3       42.9
                                                              --------   --------
                                                               1,338.3    1,364.5
Costs and expenses:
  Manufacturing, shipping, and delivery.....................   1,019.8    1,027.7
  Research and development..................................      10.8       10.2
  Engineering...............................................       7.8        6.8
  Selling and administrative................................      80.8       78.4
  Interest..................................................     100.9      113.5
  Other.....................................................       9.0       46.9
                                                              --------   --------
                                                               1,229.1    1,283.5
                                                              --------   --------
Earnings before items below.................................     109.2       81.0
Provision for income taxes..................................      34.5       27.2
Minority share owners' interests in earnings of
  subsidiaries..............................................       4.5        4.9
                                                              --------   --------
Earnings before extraordinary item and cumulative effect of
  accounting change.........................................      70.2       48.9
Extraordinary charge from early extinguishment of debt, net
  of applicable income taxes................................      (6.7)
Cumulative effect of accounting change......................    (460.0)
                                                              --------   --------
Net earnings (loss).........................................  $ (396.5)  $   48.9
                                                              ========   ========




     See accompanying Notes to Condensed Consolidated Financial Statements.


                                      F-96


                           OWENS-ILLINOIS GROUP, INC.



                     CONDENSED CONSOLIDATED BALANCE SHEETS



                             (MILLIONS OF DOLLARS)





                                                               MARCH 31,    DEC. 31,     MARCH 31,
                                                                 2002         2001         2001
                                                              -----------   ---------   -----------
                                                              (UNAUDITED)               (UNAUDITED)
                                                                               
ASSETS
Current assets:
  Cash, including time deposits.............................    $  115.2    $  155.6      $  173.8
  Short-term investments, at cost which approximates
    market..................................................        17.3        16.4          14.8
  Receivables, less allowances for losses and discounts
    ($59.6 at March 31, 2002, $71.1 at December 31, 2001,
    and $53.4 at March 31, 2001)............................       774.2       754.5         820.5
  Inventories...............................................       897.6       836.7         858.1
  Prepaid expenses..........................................       156.7       147.0          97.2
                                                                --------    --------      --------
    Total current assets....................................     1,961.0     1,910.2       1,964.4
Investments and other assets:
  Equity investments........................................       163.2       166.1         179.3
  Repair parts inventories..................................       187.8       199.2         221.4
  Prepaid pension...........................................       900.2       879.5         796.1
  Deposits, receivables, and other assets...................       569.0       582.4         492.3
  Goodwill..................................................     2,564.2     2,995.3       2,960.0
                                                                --------    --------      --------
    Total other assets......................................     4,384.4     4,822.5       4,649.1
Property, plant, and equipment, at cost.....................     5,834.2     5,796.2       5,467.8
Less accumulated depreciation...............................     2,595.6     2,536.3       2,349.1
                                                                --------    --------      --------
  Net property, plant, and equipment........................     3,238.6     3,259.9       3,118.7
                                                                --------    --------      --------
Total assets................................................    $9,584.0    $9,992.6      $9,732.2
                                                                ========    ========      ========
LIABILITIES AND SHARE OWNER'S EQUITY
Current liabilities:
  Short-term loans and long-term debt due within one year...    $   86.4    $   71.2      $  106.7
  Accounts payable and other liabilities....................       940.1       940.3         931.3
                                                                --------    --------      --------
    Total current liabilities...............................     1,026.5     1,011.5       1,038.0
Long-term debt (including note payable to parent of
  $1,700.0).................................................     5,344.7     5,329.7       5,537.1
Deferred taxes..............................................       485.5       479.8         299.1
Nonpension postretirement benefits..........................       297.1       303.4         289.7
Other liabilities...........................................       427.1       386.9         337.5
Commitments and contingencies
Minority share owners' interests............................       148.3       159.3         166.0
Share owner's equity:
  Common stock, par value $.01 per share 1,000 shares
    authorized, 100 shares issued and outstanding...........          --          --            --
  Other contributed capital.................................     1,693.4     1,735.1       1,823.3
  Retained earnings.........................................       766.7     1,163.2         855.5
  Accumulated other comprehensive income....................      (605.3)     (576.3)       (614.0)
                                                                --------    --------      --------
    Total share owner's equity..............................     1,854.8     2,322.0       2,064.8
                                                                --------    --------      --------
Total liabilities and share owner's equity..................    $9,584.0    $9,992.6      $9,732.2
                                                                ========    ========      ========




     See accompanying Notes to Condensed Consolidated Financial Statements.


                                      F-97


                           OWENS-ILLINOIS GROUP, INC.
                       CONDENSED CONSOLIDATED CASH FLOWS



                             (MILLIONS OF DOLLARS)





                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2002       2001
                                                              --------   --------
                                                                  (UNAUDITED)
                                                                   
Cash flows from operating activities:
  Net earnings before extraordinary item and cumulative
    effect of accounting change.............................  $   70.2    $ 48.9
  Non-cash charges (credits):
    Depreciation............................................     107.4     100.7
    Amortization of deferred costs..........................      12.2      32.8
    Deferred tax provision (credit).........................       4.7      (2.9)
    Gains on asset sales....................................               (12.0)
    Other...................................................     (40.3)    (22.0)
  Change in non-current operating assets....................       9.4      (9.0)
  Reduction of non-current liabilities......................     (14.0)     (1.5)
  Change in components of working capital...................     (51.9)   (141.2)
                                                              --------    ------
    Cash provided by (utilized in) operating activities.....      97.7      (6.2)

Cash flows from investing activities:
  Additions to property, plant, and equipment...............    (112.3)    (93.1)
  Net cash proceeds from divestitures.......................      17.0     113.6
  Acquisitions, net of cash acquired........................      (2.4)     (4.8)
                                                              --------    ------
    Cash provided by (utilized in) investing activities.....     (97.7)     15.7

Cash flows from financing activities:
  Additions to long-term debt...............................   1,073.7      39.3
  Repayments of long-term debt..............................  (1,058.5)    (99.6)
  Payment of finance fees...................................     (18.0)
  Increase (decrease) in short-term loans...................      16.2      (9.6)
  Collateral deposits for certain derivative instruments....       8.6
  Net change in payable to parent...........................               (20.0)
  (Distribution to) investment by parent....................     (64.0)     32.8
                                                              --------    ------
    Cash utilized in financing activities...................     (42.0)    (57.1)
Effect of exchange rate fluctuations on cash................       1.6      (8.3)
                                                              --------    ------
Decrease in cash............................................     (40.4)    (55.9)
Cash at beginning of period.................................     155.6     229.7
                                                              --------    ------
Cash at end of period.......................................  $  115.2    $173.8
                                                              ========    ======




     See accompanying Notes to Condensed Consolidated Financial Statements.


                                      F-98


                           OWENS-ILLINOIS GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      TABULAR DATA IN MILLIONS OF DOLLARS



1. BASIS OF PRESENTATION.



    The Condensed Consolidated Financial Statements presented herein are
unaudited but, in the opinion of management, reflect all adjustments necessary
to present fairly such information for the periods and at the dates indicated.
Since the accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with Article 10 of Regulation S-X, they do not
contain all information and footnotes normally contained in annual consolidated
financial statements; accordingly, they should be read in conjunction with the
Consolidated Financial Statements of Owens-Illinois Group, Inc. and notes
thereto appearing elsewhere in this prospectus.



    The Company is a wholly-owned subsidiary of Owens-Illinois, Inc. ("OI Inc."
or "Parent"). Although OI Inc. does not conduct any operations, it has
substantial obligations related to outstanding indebtedness, dividends for
preferred stock and asbestos-related payments. OI Inc. relies primarily on
distributions from its direct and indirect subsidiaries to meet these
obligations.



2. INVENTORIES.



    Major classes of inventory are as follows:





                                                   MARCH 31,   DEC. 31,   MARCH 31,
                                                     2002        2001       2001
                                                   ---------   --------   ---------
                                                                 
Finished goods...................................   $701.0      $641.8     $660.3
Work in process..................................      9.9         6.2        8.9
Raw materials....................................    119.7       125.3      120.8
Operating supplies...............................     67.0        63.4       68.1
                                                    ------      ------     ------
                                                    $897.6      $836.7     $858.1
                                                    ======      ======     ======



                                      F-99


                           OWENS-ILLINOIS GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                TABULAR DATA IN MILLIONS OF DOLLARS (CONTINUED)



3. LONG-TERM DEBT.



    The following table summarizes the long-term debt of the Company:





                                                              MARCH 31,   DEC. 31,   MARCH 31,
                                                                2002        2001       2001
                                                              ---------   --------   ---------
                                                                            
Secured Credit Agreement:
  Revolving Credit Facility:
    Revolving Loans.........................................  $2,424.1    $2,410.4
  Term Loan.................................................      65.0     1,045.0
Second Amended and Restated Credit Agreement
  Revolving Credit Facility:
    Revolving Loans.........................................                         $   15.6
    Offshore Loans:
      Australian dollars--1.26 billion......................                            612.8
      British pounds--133.0 million.........................                            188.7
Senior Secured Notes:
  8.88%, due 2009...........................................   1,000.0
Payable to OI Inc...........................................   1,700.0     1,700.0    4,537.0
Other.......................................................     184.5       205.1      213.8
                                                              --------    --------   --------
                                                               5,373.6     5,360.5    5,567.9
  Less amounts due within one year..........................      28.9        30.8       30.8
                                                              --------    --------   --------
    Long-term debt..........................................  $5,344.7    $5,329.7   $5,537.1
                                                              ========    ========   ========




    At March 31, 2002, the borrowers had unused credit of $479.5 million
available under the Secured Credit Agreement.



    The weighted average interest rate on borrowings outstanding under the
Revolving Credit Facility at March 31, 2002 was 3.91%. Including the effects of
cross-currency swap agreements related to Revolving Credit Facility borrowings
by the Company's Australian, U.K., and Canadian subsidiaries, the weighted
average interest rate was 4.90%.



    The weighted average interest rate on borrowings outstanding under the Term
Loan at March 31, 2002 was 4.42%.



    During January 2002, a subsidiary of the Company completed a $1.0 billion
private placement of senior secured notes. The notes bear interest at 8 7/8% and
are due February 15, 2009. The notes are guaranteed by substantially all of the
Company's domestic subsidiaries. The assets of substantially all of the
Company's domestic subsidiaries are pledged as security for the notes. The
issuing subsidiary used the net cash proceeds from the notes to reduce the
outstanding term loan under the Agreement by $980.0 million. As a result, the
Company wrote off unamortized deferred financing fees in January 2002 related to
the term loan and recorded an extraordinary charge totaling $10.9 million less
applicable income taxes of $4.2 million. The indenture for the notes restricts
among other things, the ability of the Company's subsidiaries to borrow money,
pay dividends on, or redeem or repurchase stock, make investments, create liens,
enter into certain transactions with affiliates, and sell certain assets or
merge with or into other companies.


                                     F-100


                           OWENS-ILLINOIS GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                TABULAR DATA IN MILLIONS OF DOLLARS (CONTINUED)



4. FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS.



    The following presents condensed consolidating financial information for the
Company, segregating: (1) Owens-Illinois Group, Inc. (the "Parent");
(2) Owens-Brockway Glass Container Inc. (the "Issuer"); (3) those domestic
subsidiaries which guarantee the notes (the "Guarantor Subsidiaries"); and
(4) all other subsidiaries (the "Non-Guarantor Subsidiaries"). The Guarantor
Subsidiaries are wholly-owned direct and indirect subsidiaries of the Parent and
their guarantees are full, unconditional and joint and several. The Parent is
also a guarantor, and its guarantee is full, unconditional and joint and
several.



    Subsidiaries of the Parent and of the Issuer are presented on the equity
basis of accounting. Certain reclassifications have been made to conform all of
the financial information to the financial presentation on a consolidated basis.
The principal eliminating entries eliminate investments in subsidiaries and
intercompany balances and transactions.


                                     F-101


                           OWENS-ILLINOIS GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                TABULAR DATA IN MILLIONS OF DOLLARS (CONTINUED)



    The following information presents consolidating results of operations,
statements of cash flows, and balance sheets for the periods and as of the dates
indicated.





                                                                   MARCH 31, 2002
                                   -------------------------------------------------------------------------------
                                                                            NON-
                                                          GUARANTOR      GUARANTOR
                                    PARENT     ISSUER    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                   --------   --------   ------------   ------------   ------------   ------------
                                                                                    
BALANCE SHEET
Current assets:
  Accounts receivable............  $     --   $  153.8     $  190.8       $  494.0      $   (64.4)      $  774.2
  Inventories....................                161.9        207.4          528.9           (0.6)         897.6
  Other current assets...........                 (4.1)       145.3          148.2           (0.2)         289.2
                                   --------   --------     --------       --------      ---------       --------
Total current assets.............        --      311.6        543.5        1,171.1          (65.2)       1,961.0
Investments in and advances to
  subsidiaries...................   3,554.8    1,948.4         13.5                      (5,516.7)            --
Goodwill.........................                554.6      1,054.9          954.7                       2,564.2
Other non-current assets.........                251.8      1,062.5          512.6           (6.7)       1,820.2
                                   --------   --------     --------       --------      ---------       --------
Total other assets...............   3,554.8    2,754.8      2,130.9        1,467.3       (5,523.4)       4,384.4
Property, plant and equipment,
  net............................                605.0      1,090.7        1,542.9                       3,238.6
                                   --------   --------     --------       --------      ---------       --------
Total assets.....................  $3,554.8   $3,671.4     $3,765.1       $4,181.3      $(5,588.6)      $9,584.0
                                   ========   ========     ========       ========      =========       ========
Current liabilities:
  Accounts payable and accrued
    liabilities..................  $     --   $  178.0     $  323.4       $  487.3      $   (48.6)      $  940.1
  Short-term loans and long-term
    debt due within one year.....                               4.9           81.5                          86.4
                                   --------   --------     --------       --------      ---------       --------
Total current liabilities........        --      178.0        328.3          568.8          (48.6)       1,026.5
Long-term debt...................   1,700.0    1,705.0        846.7        1,093.0                       5,344.7
Other non-current liabilities and
  minority interests.............                 90.6        733.1          526.9            7.4        1,358.0
Investments by and advances from
  parent.........................              1,697.8      1,857.0        1,992.6       (5,547.4)            --
Share owner's equity.............   1,854.8                                                              1,854.8
                                   --------   --------     --------       --------      ---------       --------
Total liabilities and share
  owner's equity.................  $3,554.8   $3,671.4     $3,765.1       $4,181.3      $(5,588.6)      $9,584.0
                                   ========   ========     ========       ========      =========       ========



                                     F-102


                           OWENS-ILLINOIS GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                TABULAR DATA IN MILLIONS OF DOLLARS (CONTINUED)





                                                                    DECEMBER 31, 2001
                                     -------------------------------------------------------------------------------
                                                                              NON-
                                                            GUARANTOR      GUARANTOR
                                      PARENT     ISSUER    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                     --------   --------   ------------   ------------   ------------   ------------
                                                                                      
BALANCE SHEET
Current assets:
  Accounts receivable..............  $     --   $  123.7     $  185.8       $  517.0      $   (72.0)      $  754.5
  Inventories......................                162.9        212.1          462.5           (0.8)         836.7
  Other current assets.............                  1.1        155.2          162.5            0.2          319.0
                                     --------   --------     --------       --------      ---------       --------
Total current assets...............        --      287.7        553.1        1,142.0          (72.6)       1,910.2
Investments in and advances to
  subsidiaries.....................   4,022.0    1,967.5         57.1                      (6,046.6)            --
Goodwill...........................                554.6      1,447.7          993.0                       2,995.3
Other non-current assets...........                255.0      1,050.0          528.1           (5.9)       1,827.2
                                     --------   --------     --------       --------      ---------       --------
Total other assets.................   4,022.0    2,777.1      2,554.8        1,521.1       (6,052.5)       4,822.5
Property, plant and equipment,
  net..............................                600.9      1,105.9        1,553.1                       3,259.9
                                     --------   --------     --------       --------      ---------       --------
Total assets.......................  $4,022.0   $3,665.7     $4,213.8       $4,216.2      $(6,125.1)      $9,992.6
                                     ========   ========     ========       ========      =========       ========
Current liabilities:
  Accounts payable and accrued
    liabilities....................  $     --   $  183.9     $  317.0       $  496.6      $   (57.2)      $  940.3
  Short-term loans and long-term
    debt due within one year.......                               4.8           66.4                          71.2
                                     --------   --------     --------       --------      ---------       --------
Total current liabilities..........        --      183.9        321.8          563.0          (57.2)       1,011.5
Long-term debt.....................   1,700.0    1,661.3        851.3        1,117.1                       5,329.7
Other non-current liabilities and
  minority interests...............                 92.3        746.9          482.4            7.8        1,329.4
Investments by and advances from
  parent...........................              1,728.2      2,293.8        2,053.7       (6,075.7)            --
Share owner's equity...............   2,322.0                                                              2,322.0
                                     --------   --------     --------       --------      ---------       --------
Total liabilities and share owner's
  equity...........................  $4,022.0   $3,665.7     $4,213.8       $4,216.2      $(6,125.1)      $9,992.6
                                     ========   ========     ========       ========      =========       ========



                                     F-103


                           OWENS-ILLINOIS GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                TABULAR DATA IN MILLIONS OF DOLLARS (CONTINUED)





                                                                     MARCH 31, 2001
                                     -------------------------------------------------------------------------------
                                                                              NON-
                                                            GUARANTOR      GUARANTOR
                                      PARENT     ISSUER    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                     --------   --------   ------------   ------------   ------------   ------------
                                                                                      
BALANCE SHEET
Current assets:
  Accounts receivable..............  $     --   $  185.5     $  244.8       $  453.3      $   (63.1)      $  820.5
  Inventories......................                214.9        227.0          416.2                         858.1
  Other current assets.............                 22.1         79.1          184.6                         285.8
                                     --------   --------     --------       --------      ---------       --------
Total current assets...............        --      422.5        550.9        1,054.1          (63.1)       1,964.4
Investments in and advances to
  subsidiaries.....................   6,601.8    1,808.3         70.6                      (8,480.7)            --
Goodwill...........................                569.9      1,500.9          889.2                       2,960.0
Other non-current assets...........                259.8        979.9          453.0           (3.6)       1,689.1
                                     --------   --------     --------       --------      ---------       --------
Total other assets.................   6,601.8    2,638.0      2,551.4        1,342.2       (8,484.3)       4,649.1
Property, plant and equipment,
  net..............................                602.9      1,065.4        1,450.4                       3,118.7
Total assets.......................  $6,601.8   $3,663.4     $4,167.7       $3,846.7      $(8,547.4)      $9,732.2
                                     ========   ========     ========       ========      =========       ========
Current liabilities:
  Accounts payable and accrued
    liabilities....................  $     --   $  177.5     $  324.8       $  480.2      $   (51.2)      $  931.3
  Short-term loans and long-term
    debt due within one year.......                               4.6          102.1                         106.7
                                     --------   --------     --------       --------      ---------       --------
Total current liabilities..........        --      177.5        329.4          582.3          (51.2)       1,038.0
Long-term debt.....................   4,537.0                    18.7          981.4                       5,537.1
Other non-current liabilities and
  minority interests...............                120.7        583.0          366.9           21.7        1,092.3
Investments by and advances from
  parent...........................              3,365.2      3,236.6        1,916.1       (8,517.9)            --
Share owner's equity...............   2,064.8                                                              2,064.8
                                     --------   --------     --------       --------      ---------       --------
Total liabilities and share owner's
  equity...........................  $6,601.8   $3,663.4     $4,167.7       $3,846.7      $(8,547.4)      $9,732.2
                                     ========   ========     ========       ========      =========       ========



                                     F-104


                           OWENS-ILLINOIS GROUP, INC.



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



                      TABULAR DATA IN MILLIONS OF DOLLARS





                                                               THREE MONTHS ENDED MARCH 31, 2002
                                        -------------------------------------------------------------------------------
                                                                                 NON-
                                                               GUARANTOR      GUARANTOR
                                         PARENT     ISSUER    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                        --------   --------   ------------   ------------   ------------   ------------
                                                                                         
RESULTS OF OPERATIONS

Net sales.............................  $    --     $390.2      $ 372.6         $565.8        $ (17.7)       $1,310.9
Interest..............................                              0.6            4.7                            5.3
Equity earnings from subsidiaries.....     70.2       32.9          4.8                        (107.9)             --
Other equity earnings.................                 3.5          0.9            1.6                            6.0
Other revenue.........................                12.0          3.7            5.9           (5.5)           16.1
                                        -------     ------      -------         ------        -------        --------
  Total revenue.......................     70.2      438.6        382.6          578.0         (131.1)        1,338.3

Manufacturing, shipping, and
  delivery............................               308.0        281.9          452.6          (22.7)        1,019.8
Research, engineering, selling,
  administrative, and other...........                20.3         48.5           39.4            0.2           108.4
Net intercompany interest.............    (33.1)      19.7         11.6            1.8                             --
Other interest expense................     33.1       28.6         12.0           27.2                          100.9
                                        -------     ------      -------         ------        -------        --------
  Total costs and expense.............       --      376.6        354.0          521.0          (22.5)        1,229.1

Earnings (loss) before items below....     70.2       62.0         28.6           57.0         (108.6)          109.2

Provision (credit) for income taxes...                11.5          8.5           14.8           (0.3)           34.5

Minority share owners' interests in
  earnings of subsidiaries............                                             4.5                            4.5
                                        -------     ------      -------         ------        -------        --------
Earnings (loss) before extraordinary
  charge and cumulative effect of
  accounting change...................     70.2       50.5         20.1           37.7         (108.3)           70.2
Extraordinary charge..................     (6.7)      (6.7)                                       6.7            (6.7)
Cumulative effect of accounting
  change..............................   (460.0)     (57.1)      (402.9)         (67.2)         527.2          (460.0)
                                        -------     ------      -------         ------        -------        --------
Net income (loss).....................  $(396.5)    $(13.3)     $(382.8)        $(29.5)       $ 425.6        $ (396.5)
                                        =======     ======      =======         ======        =======        ========



                                     F-105


                           OWENS-ILLINOIS GROUP, INC.



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



                      TABULAR DATA IN MILLIONS OF DOLLARS





                                                                THREE MONTHS ENDED MARCH 31, 2001
                                         -------------------------------------------------------------------------------
                                                                                  NON-
                                                                GUARANTOR      GUARANTOR
                                          PARENT     ISSUER    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                         --------   --------   ------------   ------------   ------------   ------------
                                                                                          
RESULTS OF OPERATIONS

Net sales..............................   $   --     $410.5       $382.3         $535.1        $ (21.8)       $1,306.1
Interest...............................                              0.5            6.0                            6.5
Equity earnings from subsidiaries......     48.9       29.1          5.9                         (83.9)             --
Other equity earnings..................                 2.7          1.1           (0.2)                           3.6
Other revenue..........................                 4.5         30.7           17.9           (4.8)           48.3
                                          ------     ------       ------         ------        -------        --------
  Total revenue........................     48.9      446.8        420.5          558.8         (110.5)        1,364.5

Manufacturing, shipping, and
  delivery.............................               331.3        291.3          431.8          (26.7)        1,027.7
Research, engineering, selling,
  administrative, and other............                24.3         70.0           47.8            0.2           142.3
Net intercompany interest..............    (84.8)      52.0         31.1            1.7                             --
Other interest expense.................     84.8                     0.9           27.8                          113.5
                                          ------     ------       ------         ------        -------        --------
  Total costs and expense..............       --      407.6        393.3          509.1          (26.5)        1,283.5

Earnings (loss) before items below.....     48.9       39.2         27.2           49.7          (84.0)           81.0

Provision (credit) for income taxes....                 4.3         13.5            9.5           (0.1)           27.2

Minority share owners' interests in
  earnings of subsidiaries.............                                             5.2           (0.3)            4.9
                                          ------     ------       ------         ------        -------        --------
Net income (loss)......................   $ 48.9     $ 34.9       $ 13.7         $ 35.0        $ (83.6)       $   48.9
                                          ======     ======       ======         ======        =======        ========



                                     F-106


                           OWENS-ILLINOIS GROUP, INC.



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



                      TABULAR DATA IN MILLIONS OF DOLLARS





                                                             THREE MONTHS ENDED MARCH 31, 2002
                                      --------------------------------------------------------------------------------
                                                                                NON-
                                                              GUARANTOR      GUARANTOR
                                       PARENT     ISSUER     SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                      --------   ---------   ------------   ------------   ------------   ------------
                                                                                        
CASH FLOWS

Cash provided by operating
  activities........................   $   --    $     0.1      $ 62.4         $ 35.2         $  --         $    97.7

Investing Activities:
  Additions to property, plant, and
    equipment.......................                 (25.6)      (22.2)         (64.5)                         (112.3)
  Acquisitions, net of cash
    acquired........................                                             (2.4)                           (2.4)
  Proceeds from sales...............                   3.1        12.2            1.7                            17.0
                                       ------    ---------      ------         ------         -----         ---------
    Cash used in investing
      activities....................       --        (22.5)      (10.0)         (65.2)           --             (97.7)

Financing Activities:
  Net distribution to OI Inc........    (64.0)                                                                  (64.0)
  Change in intercompany
    transactions....................     64.0         (3.2)      (61.5)           0.7                              --
  Change in short term debt.........                                             16.2                            16.2
  Payments of long term debt........              (1,001.4)       (4.6)         (52.5)                       (1,058.5)
  Borrowings of long term debt......               1,045.0                       28.7                         1,073.7
  Collateral deposits for certain
    derivatives.....................                                              8.6                             8.6
  Payment of finance fees...........                 (18.0)                                                     (18.0)
                                       ------    ---------      ------         ------         -----         ---------
    Cash provided by (used in)
      financing activities..........       --         22.4       (66.1)           1.7            --             (42.0)

Effect of exchange rate change on
  cash..............................                                              1.6                             1.6
                                       ------    ---------      ------         ------         -----         ---------
Net change in cash..................       --           --       (13.7)         (26.7)           --             (40.4)

Cash at beginning of period.........                    --        22.3          133.3                           155.6
                                       ------    ---------      ------         ------         -----         ---------
Cash at end of period...............   $   --    $      --      $  8.6         $106.6         $  --         $   115.2
                                       ======    =========      ======         ======         =====         =========



                                     F-107


                           OWENS-ILLINOIS GROUP, INC.



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



                      TABULAR DATA IN MILLIONS OF DOLLARS





                                                                THREE MONTHS ENDED MARCH 31, 2001
                                         -------------------------------------------------------------------------------
                                                                                  NON-
                                                                GUARANTOR      GUARANTOR
                                          PARENT     ISSUER    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                         --------   --------   ------------   ------------   ------------   ------------
                                                                                          
CASH FLOWS

Cash provided by (used in) operating
  activities...........................   $   --     $(56.9)      $  1.4         $ 49.3         $  --          $ (6.2)

Investing Activities:
  Additions to property, plant, and
    equipment..........................               (13.0)       (24.0)         (56.1)                        (93.1)
  Acquisitions, net of cash acquired...                             (4.8)                                        (4.8)
  Proceeds from sales..................                             62.3           51.3                         113.6
                                          ------     ------       ------         ------         -----          ------
    Cash provided by (used in)
      investing activities.............       --      (13.0)        33.5           (4.8)           --            15.7

Financing Activities:
  Net change in payable to OI Inc......    (20.0)                                                               (20.0)
  Net investment by OI Inc.............     32.8                                                                 32.8
  Change in intercompany
    transactions.......................    (12.8)      69.9        (48.3)          (8.8)                           --
  Change in short term debt............                             (0.3)          (9.3)                         (9.6)
  Payments of long term debt...........                            (12.1)         (87.5)                        (99.6)
  Borrowings of long term debt.........                             23.5           15.8                          39.3
                                          ------     ------       ------         ------         -----          ------
    Cash provided by (used in)
      financing activities.............       --       69.9        (37.2)         (89.8)           --           (57.1)

Effect of exchange rate change on
  cash.................................                                            (8.3)                         (8.3)
                                          ------     ------       ------         ------         -----          ------

Net change in cash.....................       --         --         (2.3)         (53.6)           --           (55.9)

Cash at beginning of period............                  --         28.7          201.0                         229.7
                                          ------     ------       ------         ------         -----          ------

Cash at end of period..................   $   --     $   --       $ 26.4         $147.4         $  --          $173.8
                                          ======     ======       ======         ======         =====          ======




5.  CASH FLOW INFORMATION.



    Including interest paid by OI Inc., interest paid in cash aggregated
$54.7 million for the first quarter of 2002 and $77.6 million for the first
quarter of 2001. Income taxes paid in cash totaled $5.4 million for the first
quarter of 2002 and $8.2 million for the first quarter of 2001.



6.  COMPREHENSIVE INCOME.



    The Company's components of comprehensive income (loss) are net earnings
(loss), change in fair value of certain derivative adjustments, and foreign
currency translation adjustments. Total comprehensive income (loss) for the
three month periods ended March 31, 2002 and 2001 amounted to $(425.5) million
and $(58.7) million, respectively.


                                     F-108


                           OWENS-ILLINOIS GROUP, INC.



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



                      TABULAR DATA IN MILLIONS OF DOLLARS



7.  CONTINGENCIES.



    OI Inc. is one of a number of defendants (typically from 20 to 100 or more)
in a substantial number of lawsuits filed in numerous state and federal courts
by persons alleging bodily injury (including death) as a result of exposure to
dust from asbestos fibers. OI Inc. relies primarily on distributions from its
subsidiaries, including the Company, to fund its indemnity payments and legal
fees related to these lawsuits.



    From 1948 to 1958, one of OI Inc.'s former business units commercially
produced and sold approximately $40 million of a high-temperature,
calcium-silicate based pipe and block insulation material containing asbestos.
OI Inc. exited the pipe and block insulation business in April 1958. The
traditional asbestos personal injury lawsuits and claims relating to such
production and sale of asbestos material typically allege various theories of
liability, including negligence, gross negligence and strict liability and seek
compensatory and punitive damages in various amounts (herein referred to as
"asbestos claims").



    As of March 31, 2002, OI Inc. estimates that it is a named defendant in
asbestos lawsuits and claims involving approximately 24,000 plaintiffs and
claimants.



    Additionally, OI Inc. has claims-handling agreements in place with many
plaintiffs' counsel throughout the country. These agreements require evaluation
and negotiation regarding whether particular claimants qualify under the
criteria established by such agreements. The criteria for such claims include
verification of a compensable illness and a reasonable probability of exposure
to a product manufactured by OI Inc.'s former business unit during its
manufacturing period ending in 1958. OI Inc. believes that the bankruptcies of
additional co-defendants, as discussed below, have resulted in an acceleration
of the presentation and disposition of a number of claims under such agreements,
which claims would otherwise have been presented and disposed of over the next
several years. This acceleration is reflected in an increased number of pending
asbestos claims and, to the extent disposed, contributes to an increase in
asbestos-related payments which is expected to continue in the near term.



    OI Inc. is also a defendant in other asbestos-related lawsuits or claims
involving maritime workers, medical monitoring claimants, co-defendants and
property damage claimants. Based upon its past experience, OI Inc. believes that
these categories of lawsuits and claims will not involve any material liability
and they are not included in the above description of pending matters.



    Since receiving its first asbestos claim, OI Inc., as of March 31, 2002, has
disposed of the asbestos claims of approximately 272,000 plaintiffs and
claimants at an average indemnity payment per claim of approximately $5,300.
OI Inc.'s indemnity payments for these claims have varied on a per claim basis,
and are expected to continue to vary considerably over time. As discussed above,
a part of OI Inc.'s objective is to achieve, where possible, resolution of
asbestos claims pursuant to claims-handling agreements. Under such agreements,
qualification by meeting certain illness and exposure criteria has tended to
reduce the number of claims presented to OI Inc. that would ultimately be
dismissed or rejected due to the absence of impairment or product exposure
evidence. OI Inc. expects that as a result, although aggregate spending may be
lower, there may be an increase in the per claim average indemnity payment
involved in such resolution. In this regard, although the average of such
payments has been somewhat higher following the implementation of the
claims-handling agreements in the mid-1990s, the annual average amount has not
varied materially from year to year.



    OI Inc. believes that its ultimate asbestos-related contingent liability
(i.e., its indemnity or other claim disposition costs plus related legal fees)
cannot be estimated with certainty. In 1993, OI Inc.


                                     F-109


                           OWENS-ILLINOIS GROUP, INC.



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



                      TABULAR DATA IN MILLIONS OF DOLLARS



established a liability of $975 million to cover indemnity payments and legal
fees associated with the resolution of outstanding and expected future asbestos
lawsuits and claims. In 1998, an additional liability of $250 million was
established. During the third quarter of 2000, OI Inc. established an additional
liability of $550 million to cover OI Inc.'s estimated indemnity payments and
legal fees arising from outstanding asbestos personal injury lawsuits and claims
and asbestos personal injury lawsuits and claims expected to be filed in the
ensuing several years. OI Inc.'s ability to reasonably estimate its liability
has been significantly affected by the volatility of asbestos-related litigation
in the United States, the expanding list of non-traditional defendants that have
been sued in this litigation and found liable for substantial damage awards, the
continued use of litigation screenings to generate new lawsuits, the large
number of claims asserted or filed by parties who claim prior exposure to
asbestos materials but have no present physical impairment as a result of such
exposure, and the growing number of co-defendants that have filed for
bankruptcy. Since the beginning of 2000, A. P. Green Industries, Inc., Armstrong
World Industries, Babcock & Wilcox, Federal-Mogul Corporation, Fibreboard
Corporation, G-I Holdings (GAF), Harbison-Walker Refractories Group, Kaiser
Aluminum Corporation, North American Refractories Co., Owens Corning,
Pittsburgh-Corning, Plibrico Company, Porter Hayden Company, USG Corporation, W.
R. Grace & Co. and several other smaller companies have sought protection under
Chapter 11 of the Bankruptcy Code.



    OI Inc. has continued to monitor trends which may affect its ultimate
liability and has continued to analyze the developments and variables affecting
or likely to affect the resolution of pending and future asbestos claims against
OI Inc. OI Inc. expects that the gross amount of total asbestos-related payments
will be moderately lower in 2002 compared to 2001 and will continue to decline
thereafter as the number of potential claimants continues to decrease. However,
the trend toward lower aggregate annual payments has not occurred as soon as had
been anticipated when the additional liability was established in 2000. In
addition, the number of claims and lawsuits filed against OI Inc. has exceeded
the number anticipated at that time. In early March 2002, OI Inc. initiated a
comprehensive review to determine whether further adjustment of asbestos-related
liabilities was appropriate. At the conclusion of this review in April, OI Inc.
determined that an additional charge of $475 million would be appropriate to
adjust the reserve for estimated future asbestos-related costs. The March 31,
2002 adjusted reserve reflects (i) OI Inc.'s estimate at that date of the
reasonably probable contingent liability for asbestos claims already asserted
against OI Inc., (ii) OI Inc.'s estimate at that date of the contingent
liability for preexisting but unasserted asbestos claims for prior periods
arising under its administrative claims-handling agreements with various
plaintiffs' counsel, (iii) OI Inc.'s estimate at that time of the contingent
liability for asbestos claims not yet asserted OI Inc., but which OI Inc.
believes it is reasonably probable will be asserted in the future, to the degree
that such an estimation as to future claims is possible, and (iv) OI Inc.'s
estimate of legal defense costs likely to be incurred in connection with the
foregoing types of claims. OI Inc. believes that any possible loss or range of
loss in addition to the foregoing charge cannot be reasonably estimated.



    Various litigation is pending against the Company, in many cases involving
ordinary and routine claims incidental to the business of the Company and in
others presenting allegations that are nonroutine and involve compensatory,
punitive or treble damage claims as well as other types of relief.



    The ultimate amount of distributions which may be required to be made by the
Company and other subsidiaries of OI Inc. to fund OI Inc's asbestos-related
payments cannot be estimated with certainty. However, the Company believes,
based on its examination and review of the matters discussed above and its
experience to date, that such distributions will not materially affect the
Company's ongoing operating capabilities or its ability to make necessary and
appropriate investments in its business and working capital and thus will not
have a material adverse effect upon the Company's operations, liquidity or
financial position on a long term basis.


                                     F-110


                           OWENS-ILLINOIS GROUP, INC.



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



                      TABULAR DATA IN MILLIONS OF DOLLARS



8.  SEGMENT INFORMATION.



    The Company operates in the rigid packaging industry. The Company has two
reportable product segments within the rigid packaging industry: (1) Glass
Containers and (2) Plastics Packaging. The Plastics Packaging segment consists
of two business units--consumer products (plastic containers and closures) and
prescription products. The Other segment consists primarily of the Company's
labels and carriers products business unit, substantially all of which was
divested in early 2001.



    The Company evaluates performance and allocates resources based on earnings
before interest income, interest expense, provision for income taxes, minority
share owners' interests in earnings of subsidiaries, and extraordinary charges,
(collectively "EBIT") excluding unusual items. EBIT for product segments
includes an allocation of corporate expenses based on both a percentage of sales
and direct billings based on the costs of specific services provided.



    Financial information for the three-month periods ended March 31, 2002 and
2001 regarding the Company's product segments is as follows:





                                                                                          ELIMINATIONS
                                                                                TOTAL         AND
                                             GLASS      PLASTICS               PRODUCT       OTHER       CONSOLIDATED
                                           CONTAINERS   PACKAGING    OTHER     SEGMENTS     RETAINED        TOTALS
                                           ----------   ---------   --------   --------   ------------   ------------
                                                                                       
Net sales:
  March 31, 2002.........................    $870.1      $440.8       $ --     $1,310.9                    $1,310.9
  March 31, 2001.........................     841.8       459.8        4.5      1,306.1                     1,306.1
                                             ======      ======       ====     ========                    ========
EBIT, excluding unusual items and
  goodwill amortization:
  March 31, 2002.........................    $151.1      $ 74.8       $ --     $  225.9     $ (21.1)       $  204.8
  March 31, 2001.........................     132.1        78.9        0.2        211.2       (13.2)          198.0
                                             ======      ======       ====     ========     =======        ========
Unusual items:
  March 31, 2001
    Gain on the sale of a minerals
      business in Australia..............    $ 10.3                            $   10.3                    $   10.3
    Gain on the sale of the Company's
      label business.....................                             $2.8          2.8                         2.8
                                                                      ====     ========                    ========




    The reconciliation of EBIT to earnings before income taxes and minority
share owners' interests in earnings of subsidiaries for the three-month periods
ended March 31, 2002 and 2001 is as follows:





                                                              MARCH 31, 2002   MARCH 31, 2001
                                                              --------------   --------------
                                                                         
EBIT, excluding unusual items and goodwill amortization, for
  reportable segments.......................................      $225.9          $ 211.2
Unusual items excluded from reportable segment
  information...............................................                         13.1
Amortization of goodwill....................................                        (23.1)
Eliminations and other retained.............................       (21.1)           (13.2)
Net interest expense........................................       (95.6)          (107.0)
                                                                  ------          -------
Total.......................................................      $109.2          $  81.0
                                                                  ======          =======



                                     F-111


                           OWENS-ILLINOIS GROUP, INC.



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



                      TABULAR DATA IN MILLIONS OF DOLLARS



9.  ADOPTION OF NEW ACCOUNTING STANDARD--GOODWILL.



    On January 1, 2002, the Company adopted Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets" ("FAS No. 142"). As required by
FAS No. 142, the Company is no longer amortizing goodwill, but will be reviewing
annually (or more frequently if impairment indicators arise) for impairment.



    During the first quarter of 2002, the Company completed an impairment test
under FAS No. 142 using the business enterprise value ("BEV") of each reporting
unit which was calculated as of the measurement date, January 1, 2002, by
determining the present value of debt-free, after tax future cash flows,
discounted at the weighted average cost of capital of a hypothetical third party
buyer. This BEV was then compared to the book value of each reporting unit as of
the measurement date to assess whether an impairment existed under FAS 142.
Based on this comparison, the Company determined that an impairment existed in
its consumer products reporting unit of the Plastics Packaging segment. The
consumer products reporting unit operates in a highly competitive and fragmented
industry. This industry has excess capacity which has created downward pricing
pressure. The Company lowered its earnings and cash flow projections for this
unit for the next several years which resulted in a lower BEV. Following a
review of the valuation of the assets of the consumer products reporting unit,
the Company has recorded an impairment charge of $460 million to reduce the
reported value of its goodwill. As required by FAS No. 142, the transitional
impairment loss has been recognized as the cumulative effect of a change in
method of accounting.



    The following pro forma earnings for 2001 have been presented on a pro forma
basis to eliminate goodwill amortization of $23.1 million as required by FAS
No. 142.





                                                              THREE MONTHS ENDED MARCH 31,
                                                              -----------------------------
                                                                  2002            2001
                                                              -------------   -------------
                                                                (ACTUAL)       (PRO FORMA)
                                                                        
Earnings before extraordinary item and cumulative effect of
  accounting change.........................................     $  70.2          $72.0
Net earnings (loss).........................................     $(396.5)         $72.0




10. RESTRUCTURING ACCRUALS.



    During the second quarter of 2001, the Company recorded net charges of
$82.1 million for a restructuring program and impairment at certain of the
Company's international and domestic operations. The charge includes the
impairment of assets at the Company's affiliate in Puerto Rico and the
consolidation of manufacturing capacity and the closing of a facility in
Venezuela. The program also includes consolidation of capacity at certain other
international and domestic facilities in response to decisions about pricing and
market strategy. The total planned reduction in workforce will involve
approximately 400 employees. The Company expects its actions related to these
restructuring and impairment charges to be completed during the next several
quarters.



    The Company also has remaining restructuring accruals related to a capacity
realignment program initiated in 2000. The program principally involved the
closing of three U.S. glass container plants. During 2002, the Company has
partially reopened one of these facilities, and as such, has reversed a portion
of the original charge. The Company expects that it will continue to make cash
payments over the next several quarters for on-going costs related to the
closing of these facilities.


                                     F-112


                           OWENS-ILLINOIS GROUP, INC.



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



                      TABULAR DATA IN MILLIONS OF DOLLARS



    Selected information relating to the above restructuring accruals follows:



                                                           
Remaining accruals as of December 31, 2001..................  $37.5
Write-down of assets to net realizable value................   (8.8)
Net cash paid...............................................   (2.4)
Reversal of previous restructuring charge...................   (3.2)
                                                              -----
Remaining accrual as of March 31, 2002......................  $23.1
                                                              =====





11. DERIVATIVE INSTRUMENTS.



    Under the terms of the April 2001 Secured Credit Agreement, international
affiliates are only permitted to borrow in U.S. dollars. In order to manage the
international affiliates' exposure to fluctuating foreign exchange rates, the
Company's affiliates in Australia and the United Kingdom have entered into
currency swaps for the principal portion of their initial borrowings under the
Agreement and for their interest payments due under the Agreement.



    As of March 31, 2002, the Company's affiliate in Australia has swapped
$650.0 million of borrowings into $1,275.0 million Australian dollars. This swap
matures on March 31, 2003, with interest resets every 90 days. The interest
reset terms of the swap approximate the terms of the U.S. dollar borrowings.
This derivative instrument swaps both the interest and principal from U.S.
dollars to Australian dollars and also swaps the interest rate from a U.S. based
rate to an Australian based rate. The Company's affiliate in the United Kingdom
has swapped $200.0 million of borrowings into 139.0 million British pounds. This
swap also matures on March 31, 2003, with interest resets every 90 days. This
derivative instrument swaps both the interest and principal from U.S. dollars to
British pounds and also swaps the interest rate from a U.S. based rate to a
British based rate.



    On October 1, 2001, the Company completed the acquisition of the Canadian
glass container assets of Consumers Packaging Inc. for a purchase price of
approximately $150 million. The Company financed this purchase through
borrowings under the Secured Credit Agreement, of which $100 million was
transferred to Canada through intercompany loans in U.S. dollars with the
remaining $50 million being transferred as equity. The Company's affiliate in
Canada has entered into swap transactions to manage the affiliate's exposure to
fluctuating foreign exchange rates by swapping the principal and interest
portion of the intercompany loan. At March 31, 2002, the Canadian affiliate has
swapped $90.0 million of borrowings into $142.0 million Canadian dollars. This
swap matures on October 1, 2003. This derivative instrument swaps both the
interest and principal from U.S. dollars to Canadian dollars and also swaps the
interest rate from a U.S. based rate to a Canadian based rate. The affiliate has
also entered in forward hedges which effectively swap $10.0 million of
borrowings into $16.0 million Canadian dollars. These hedges swap both the
interest and principal from U.S. dollars to Canadian dollars and mature monthly.



    The Company recognizes the above derivatives on the balance sheet at fair
value. The Company accounts for the above swaps as fair value hedges. As such,
the changes in the value of the swaps are included in other expense and are
expected to substantially offset any exchange rate gains or losses on the
related U.S. dollar borrowings. For the three months ended March 31, 2002, the
amount not offset was immaterial.



    The Company also uses commodity futures contracts related to forecasted
natural gas requirements. The objective of these futures contracts is to limit
the fluctuations in prices paid and the


                                     F-113


                           OWENS-ILLINOIS GROUP, INC.



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



                      TABULAR DATA IN MILLIONS OF DOLLARS



potential volatility in earnings or cash flows from future market price
movements. During January 2002, the Company entered into commodity futures
contracts for approximately 50% of its domestic natural gas usage (approximately
800 million BTUs) through the end of 2002.



    The Company accounts for the above futures contracts on the balance sheet at
fair value. The effective portion of changes in the fair value of a derivative
that is designated as and meets the required criteria for a cash flow hedge is
recorded in accumulated other comprehensive income ("OCI") and reclassified into
earnings in the same period or periods during which the underlying hedged item
affects earnings. The ineffective portion of the change in the fair value of a
derivative designated as a cash flow hedge is recognized in current earnings.



    The above futures contracts are accounted for as cash flow hedges at
March 31, 2002. Hedge accounting is only applied when the derivative is deemed
to be highly effective at offsetting anticipated cash flows of the hedged
transactions. For hedged forecasted transactions, hedge accounting will be
discontinued if the forecasted transaction is no longer probable to occur, and
any previously deferred gains or losses will be recorded to earnings
immediately.



    During the three months ended March 31, 2002, an unrealized net gain of
$3.0 million (after tax of $1.6 million) related to these commodity futures
contracts was included in OCI. There was no ineffectiveness recognized during
the three months ended March 31, 2002.


                                     F-114

                         OWENS-BROCKWAY PACKAGING, INC.


                  CONDENSED CONSOLIDATED RESULTS OF OPERATIONS



                             (MILLIONS OF DOLLARS)





                                                              THREE MONTHS ENDED MARCH 31,
                                                              -----------------------------
                                                                  2002            2001
                                                              -------------   -------------
                                                                       (UNAUDITED)
                                                                        
Revenues:
  Net sales.................................................     $911.2          $892.3
  Other revenue.............................................       23.2            26.4
                                                                 ------          ------
                                                                  934.4           918.7
Costs and expenses:
  Manufacturing, shipping, and delivery.....................      716.1           713.0
  Research and development..................................        2.8             3.0
  Engineering...............................................        7.5             6.9
  Selling and administrative................................       43.5            39.1
  Net intercompany interest.................................       25.5            57.4
  Other interest expense....................................       55.7            27.4
  Other.....................................................        5.0            17.0
                                                                 ------          ------
                                                                  856.1           863.8
                                                                 ------          ------
Earnings before items below.................................       78.3            54.9
Provision for income taxes..................................       22.9            14.8
Minority share owners' interests in earnings of
  subsidiaries..............................................        4.9             5.2
                                                                 ------          ------
Earnings before extraordinary item and cumulative effect of
  accounting change.........................................       50.5            34.9
Extraordinary charge from early extinguishment of debt, net
  of applicable income taxes................................       (6.7)
Cumulative effect of accounting change......................      (47.0)
                                                                 ------          ------
Net earnings (loss).........................................     $ (3.2)         $ 34.9
                                                                 ======          ======




     See accompanying Notes to Condensed Consolidated Financial Statements.


                                     F-115

                         OWENS-BROCKWAY PACKAGING, INC.


                     CONDENSED CONSOLIDATED BALANCE SHEETS



                             (MILLIONS OF DOLLARS)





                                                              MARCH 31,    DEC. 31,     MARCH 31,
                                                                2002         2001         2001
                                                             -----------   ---------   -----------
                                                             (UNAUDITED)               (UNAUDITED)
                                                                              
ASSETS
Current assets:
  Cash, including time deposits............................    $  102.3    $  124.7      $  124.0
  Short-term investments...................................         0.9                       0.4
  Receivables including amount from related parties of
    $14.6 ($1.6 at Dec.31, 2001, $1.0 at March 31, 2001),
    less allowances of $29.1 ($32.2 at Dec. 31, 2001, $28.6
    at March 31, 2001) for losses and discounts............       582.0       575.3         576.5
  Inventories..............................................       676.5       611.0         611.8
  Prepaid expenses.........................................        32.5        23.9          36.9
                                                               --------    --------      --------
    Total current assets...................................     1,394.2     1,334.9       1,349.6

Other assets:
  Equity investments.......................................       153.7       153.9         161.1
  Repair parts inventories.................................       161.2       173.5         193.6
  Prepaid pension..........................................        50.3        49.8          40.3
  Deposits, receivables, and other assets..................       408.4       421.4         343.4
  Goodwill.................................................     1,525.0     1,556.2       1,470.6
                                                               --------    --------      --------
    Total other assets.....................................     2,298.6     2,354.8       2,209.0
Property, plant, and equipment, at cost....................     3,796.9     3,766.8       3,553.0
  Less accumulated depreciation............................     1,706.5     1,663.5       1,547.0
                                                               --------    --------      --------
    Net property, plant, and equipment.....................     2,090.4     2,103.3       2,006.0
                                                               --------    --------      --------
Total assets...............................................    $5,783.2    $5,793.0      $5,564.6
                                                               ========    ========      ========

LIABILITIES AND NET PARENT INVESTMENT
Current liabilities:
  Short-term loans and long-term debt due within one
    year...................................................    $   81.5    $   66.4      $   95.0
  Accounts payable and other liabilities...................       620.0       622.6         599.7
                                                               --------    --------      --------
    Total current liabilities..............................       701.5       689.0         694.7
External long-term debt....................................     2,798.1     2,778.5         981.4
Deferred taxes.............................................       179.0       161.9         163.9
Other liabilities..........................................       315.4       275.7         199.3
Minority share owners' interests...........................       149.1       159.7         160.2
Net Parent investment:
  Investment by and advances from parent...................     2,217.1     2,276.1       3,949.9
  Accumulated other comprehensive income...................      (577.0)     (547.9)       (584.8)
                                                               --------    --------      --------
    Total net Parent investment............................     1,640.1     1,728.2       3,365.1
                                                               --------    --------      --------
Total liabilities and net Parent investment................    $5,783.2    $5,793.0      $5,564.6
                                                               ========    ========      ========




     See accompanying Notes to Condensed Consolidated Financial Statements.


                                     F-116

                         OWENS-BROCKWAY PACKAGING, INC.


                       CONDENSED CONSOLIDATED CASH FLOWS



                             (MILLIONS OF DOLLARS)





                                                               THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              --------------------
                                                                2002        2001
                                                              ---------   --------
                                                                  (UNAUDITED)
                                                                    
OPERATING ACTIVITIES:
  Net earnings before extraordinary item and cumulative
    effect of accounting change.............................  $    50.5   $  34.9
  Non-cash charges (credits):
    Depreciation............................................       75.4      71.3
    Amortization of deferred costs..........................        7.2      15.4
    Deferred tax provision (credit).........................       (3.7)     30.3
    Gains on asset sales....................................                (10.3)
    Other...................................................      (31.7)    (15.5)
  Change in non-current operating assets....................        9.0       0.7
  Change in non-current liabilities.........................      (10.5)
  Change in components of working capital...................      (48.1)   (105.7)
                                                              ---------   -------
    Cash provided by operating activities...................       48.1      21.1

INVESTING ACTIVITIES:
  Additions to property, plant and equipment................      (82.0)    (68.0)
  Net cash proceeds from divestitures and other.............        5.3      53.0
                                                              ---------   -------
    Cash utilized in investing activities...................      (76.7)    (15.0)

FINANCING ACTIVITIES:
  Additions to long-term debt...............................    1,073.7      15.9
  Repayments of long-term debt..............................   (1,053.8)    (87.6)
  Increase (decrease) in short-term loans...................       16.2      (9.1)
  Net change in intercompany debt...........................      (22.1)     37.2
  Collateral deposits for certain derivative instruments....        8.6
  Payment of finance fees...................................      (18.0)
                                                              ---------   -------
    Cash provided by (utilized in) financing activities.....        4.6     (43.6)
  Effect of exchange rate fluctuations on cash..............        1.6      (8.1)
                                                              ---------   -------
Decrease in cash............................................      (22.4)    (45.6)
Cash at beginning of period.................................      124.7     169.6
                                                              ---------   -------
Cash at end of period.......................................  $   102.3   $ 124.0
                                                              =========   =======




     See accompanying Notes to Condensed Consolidated Financial Statements.


                                     F-117


                         OWENS-BROCKWAY PACKAGING, INC.


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                      TABULAR DATA IN MILLIONS OF DOLLARS

1. BASIS OF PRESENTATION


    The Condensed Consolidated Financial Statements presented herein are
unaudited but, in the opinion of management, reflect all adjustments necessary
to present fairly such information for the periods and at the dates indicated.
Since the accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with Article 10 of Regulation S-X, they do not
contain all information and footnotes normally contained in annual consolidated
financial statements; accordingly, they should be read in conjunction with the
Consolidated Financial Statements of Owens-Brockway Packaging, Inc. and notes
thereto appearing elsewhere in this prospectus.



    The Company is a wholly-owned subsidiary of Owens-Illinois Group, Inc. ("OI
Group" or "Parent") and an indirect subsidiary of Owens-Illinois, Inc.
("OI Inc."). Although OI Inc. does not conduct any operations, it has
substantial obligations related to outstanding indebtedness, dividends for
preferred stock and asbestos-related payments. OI Inc. relies primarily on
distributions from its direct and indirect subsidiaries to meet these
obligations.


2. INVENTORIES

    Major classes of inventory are as follows:



                                                           MARCH 31,   DEC. 31,   MARCH 31,
                                                             2002        2001       2001
                                                           ---------   --------   ---------
                                                                         
Finished goods...........................................   $566.1      $507.2     $503.6
Work in process..........................................      9.0         5.9        6.4
Raw materials............................................     54.6        53.5       53.3
Operating supplies.......................................     46.8        44.4       48.5
                                                            ------      ------     ------
                                                            $676.5      $611.0     $611.8
                                                            ======      ======     ======


3. EXTERNAL LONG-TERM DEBT

    The following table summarizes the external long-term debt of the Company:



                                                         MARCH 31,   DEC. 31,   MARCH 31,
                                                           2002        2001       2001
                                                         ---------   --------   ---------
                                                                       
Secured Credit Agreement:
  Revolving Credit Facility............................  $1,574.2    $1,560.4
  Term Loan............................................      65.0     1,045.0
Second Amended and Restated Credit Agreement:
  Revolving Credit Facility:
    Offshore Loans:
      Australian Dollars
        1.39 billion                                                            $  612.8
      British Pounds
        125.0 million                                                              188.7
Senior Secured Notes, 8.88%, due 2009..................   1,000.0
Other..................................................     183.0       199.1      206.1
                                                         --------    --------   --------
                                                          2,822.2     2,804.5    1,007.6
  Less amounts due within one year.....................      24.1        26.0       26.2
                                                         --------    --------   --------
    External long-term debt............................  $2,798.1    $2,778.5   $  981.4
                                                         ========    ========   ========


                                     F-118


                         OWENS-BROCKWAY PACKAGING, INC.


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                      TABULAR DATA IN MILLIONS OF DOLLARS

3. EXTERNAL LONG-TERM DEBT (CONTINUED)
    At March 31, 2002, the Company and its subsidiaries had unused credit of
$329.5 million available under the Secured Credit Agreement.

    The weighted average interest rate on borrowings outstanding under the
Revolving Credit Facility at March 31, 2002 was 3.90%. Including the effects of
cross-currency swap agreements related to Revolving Credit Facility borrowings
by the Company's Australian, U.K., and Canadian subsidiaries, the weighted
average interest rate was 5.44%.

    The weighted average interest rate on borrowings outstanding under the Term
Loan at March 31, 2002 was 4.42%.

    During January 2002, the Company completed a $1.0 billion private placement
of senior secured notes. The notes bear interest at 8 7/8% and are due
February 15, 2009. The notes are guaranteed by OI Group and substantially all of
its domestic subsidiaries. The assets of substantially all of OI Group's
domestic subsidiaries are pledged as security for the notes. The Company used
the net cash proceeds from the notes to reduce its outstanding term loan under
the Agreement by $980 million. As a result, the Company wrote off unamortized
deferred financing fees in January 2002 related to the term loan and recorded an
extraordinary charge totaling $10.9 million less applicable income taxes of
$4.2 million. The indenture for the notes restricts, among other things, the
ability of the Company and its restricted subsidiaries to borrow money, pay
dividends on, or redeem or repurchase stock, make investments, create liens,
enter into certain transactions with affiliates, and sell certain assets or
merge with or into other companies.

4. GUARANTEES OF DEBT

    The Company has guaranteed the borrowings of certain of OI Inc.'s domestic
subsidiaries totaling $850 million and has also guaranteed the borrowings of
certain foreign subsidiaries under the Agreement.

5. CASH FLOW INFORMATION

    Interest paid in cash aggregated $43.1 million for the first quarter of 2002
and $22.3 million for the first quarter of 2001. Income taxes paid in cash
totaled $4.6 million for the first quarter of 2002 and $6.7 million for the
first quarter of 2001.

6. COMPREHENSIVE INCOME


    The Company's components of comprehensive loss are net loss, change in fair
value of certain derivative adjustments, and foreign currency translation
adjustments. Total comprehensive loss for the three month periods ended
March 31, 2002 and 2001 amounted to $(32.3) million and $(70.5) million,
respectively.


7. ADOPTION OF NEW ACCOUNTING STANDARD--GOODWILL

    On January 1, 2002, the Company adopted Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets" ("FAS No. 142"). As required by
FAS No. 142, the Company is no longer

                                     F-119


                         OWENS-BROCKWAY PACKAGING, INC.


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                      TABULAR DATA IN MILLIONS OF DOLLARS

7. ADOPTION OF NEW ACCOUNTING STANDARD--GOODWILL (CONTINUED)
amortizing goodwill, but will be reviewing annually (or more frequently if
impairment indicators arise) for impairment.


    During the first quarter of 2002, the Company completed an impairment test
under FAS No. 142 using the business enterprise value ("BEV") of each reporting
unit which was calculated as of the measurement date, January 1, 2002, by
determining the present value of debt-free, after tax future cash flows,
discounted at the weighted average cost of capital of a hypothetical third party
buyer. This BEV was then compared to the book value of each reporting unit as of
the measurement date to assess whether an impairment existed under FAS 142.
Based on this comparison, the Company determined that an impairment existed in
its consumer products reporting unit. The consumer plastic products reporting
unit operates in a highly competitive and fragmented industry. This industry has
excess capacity which has created downward pricing pressure. The Company lowered
its earnings and cash flow projections for this unit for the next several years
which resulted in a lower BEV. Following a review of the valuation of the assets
of the consumer products reporting unit, the Company recorded an impairment
charge of $47.0 million to reduce the reported value of its goodwill. As
required by FAS No. 142, the transitional impairment loss has been recognized as
the cumulative effect of a change in method of accounting.


    The following pro forma earnings for 2001 have been presented on a pro forma
basis to eliminate goodwill amortization of $11.5 million, as required by FAS
No. 142.



                                                             THREE MONTHS ENDED
                                                                 MARCH 31,
                                                           ----------------------
                                                             2002        2001
                                                           --------   -----------
                                                           (ACTUAL)   (PRO FORMA)
                                                                
Earnings before extraordinary item and cumulative effect
  of accounting change...................................   $ 50.5       $46.4
Net earnings (loss)......................................   $(13.3)      $46.4


8. RESTRUCTURING ACCRUALS

    During the second quarter of 2001, the Company recorded net charges of
$65.2 million for a restructuring program and impairment at certain of the
Company's international and domestic operations. The charge includes the
impairment of assets at the Company's affiliate in Puerto Rico and the
consolidation of manufacturing capacity and the closing of a facility in
Venezuela. The program also includes consolidation of capacity at certain other
international and domestic facilities in response to decisions about pricing and
market strategy. The Company expects its actions related to these restructuring
and impairment charges to be completed during the next several quarters.

    The Company also has remaining restructuring accruals related to a capacity
realignment program initiated in 2000. The program principally involved the
closing of three U.S. plants. During 2002, the Company has partially reopened
one of these facilities, and as such, has reversed a portion of the original
charge. The Company expects that it will continue to make cash payments over the
next several quarters for on-going costs related to the closing of these
facilities.

                                     F-120


                         OWENS-BROCKWAY PACKAGING, INC.


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                      TABULAR DATA IN MILLIONS OF DOLLARS

8. RESTRUCTURING ACCRUALS (CONTINUED)
    Selected information relating to the above restructuring accruals follows:

                                                           
Remaining accruals as of December 31, 2001..................   $22.8
Write-down of assets to net realizable value................    (1.1)
Net cash paid...............................................    (2.8)
Reversal of previous restructuring charge...................    (3.2)
                                                               -----
Remaining accrual as of March 31, 2002......................   $15.7
                                                               =====



9. DERIVATIVE INSTRUMENTS

    Under the terms of the April 2001 Secured Credit Agreement, international
affiliates are only permitted to borrow in U.S. dollars. In order to manage the
international affiliates' exposure to fluctuating foreign exchange rates, the
Company's affiliates in Australia and the United Kingdom have entered into
currency swaps for the principal portion of their initial borrowings under the
Agreement and for their interest payments due under the Agreement.

    As of March 31, 2002, the Company's affiliate in Australia has swapped
$650.0 million of borrowings into $1,275.0 million Australian dollars. This swap
matures on March 31, 2003, with interest resets every 90 days. The interest
reset terms of the swap approximate the terms of the U.S. dollar borrowings.
This derivative instrument swaps both the interest and principal from U.S.
dollars to Australian dollars and also swaps the interest rate from a U.S. based
rate to an Australian based rate. The Company's affiliate in the United Kingdom
has swapped $200.0 million of borrowings into 139.0 million British pounds. This
swap also matures on March 31, 2003, with interest resets every 90 days. This
derivative instrument swaps both the interest and principal from U.S. dollars to
British pounds and also swaps the interest rate from a U.S. based rate to a
British based rate.

    On October 1, 2001, the Company completed the acquisition of the Canadian
glass container assets of Consumers Packaging Inc. for a purchase price of
approximately $150 million. The Company financed this purchase through
borrowings under the Secured Credit Agreement, of which $100 million was
transferred to Canada through intercompany loans in U.S. dollars with the
remaining $50 million being transferred as equity. The Company's affiliate in
Canada has entered into swap transactions to manage the affiliate's exposure to
fluctuating foreign exchange rates by swapping the principal and interest
portion of the intercompany loan. At March 31, 2002, the Canadian affiliate has
swapped $90.0 million of borrowings into $142.0 million Canadian dollars. This
swap matures on October 1, 2003. This derivative instrument swaps both the
interest and principal from U.S. dollars to Canadian dollars and also swaps the
interest rate from a U.S. based rate to a Canadian based rate. The affiliate has
also entered in forward hedges which effectively swap $10.0 million of
borrowings into $16.0 million Canadian dollars. These hedges swap both the
interest and principal from U.S. dollars to Canadian dollars and mature monthly.

    The Company recognizes the above derivatives on the balance sheet at fair
value. The Company accounts for the above swaps as fair value hedges. As such,
the changes in the value of the swaps are included in other expense and are
expected to substantially offset any exchange rate gains or losses on the
related U.S. dollar borrowings. For the three months ended March 31, 2002, the
amount not offset was immaterial.

                                     F-121


                         OWENS-BROCKWAY PACKAGING, INC.


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                      TABULAR DATA IN MILLIONS OF DOLLARS

9. DERIVATIVE INSTRUMENTS (CONTINUED)
    The Company also uses commodity futures contracts related to forecasted
natural gas requirements. The objective of these futures contracts is to limit
the fluctuations in prices paid and the potential volatility in earnings or cash
flows from future market price movements. During January 2002, the Company
entered into commodity futures contracts for approximately 50% of its domestic
natural gas usage (approximately 800 million BTUs) through the end of 2002.

    The Company accounts for the above futures contracts on the balance sheet at
fair value. The effective portion of changes in the fair value of a derivative
that is designated as and meets the required criteria for a cash flow hedge is
recorded in accumulated other comprehensive income ("OCI") and reclassified into
earnings in the same period or periods during which the underlying hedged item
affects earnings. The ineffective portion of the change in the fair value of a
derivative designated as a cash flow hedge is recognized in current earnings.

    The above futures contracts are accounted for as cash flow hedges at
March 31, 2002. Hedge accounting is only applied when the derivative is deemed
to be highly effective at offsetting anticipated cash flows of the hedged
transactions. For hedged forecasted transactions, hedge accounting will be
discontinued if the forecasted transaction is no longer probable to occur, and
any previously deferred gains or losses will be recorded to earnings
immediately.

    During the three months ended March 31, 2002, an unrealized gain of
$3.0 million (after tax of $1.6 million) related to these commodity futures
contracts was included in OCI. There was no ineffectiveness recognized during
the three months ended March 31, 2002.

                                     F-122


                      OWENS-BROCKWAY GLASS CONTAINER INC.



                  CONDENSED CONSOLIDATED RESULTS OF OPERATIONS



                             (MILLIONS OF DOLLARS)





                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2002       2001
                                                              --------   --------
                                                                  (UNAUDITED)
                                                                   
Revenues:
  Net sales.................................................   $911.2     $892.3
  Other revenue.............................................     23.2       26.4
                                                               ------     ------
                                                                934.4      918.7
Costs and expenses:
  Manufacturing, shipping, and delivery.....................    716.1      713.0
  Research and development..................................      2.8        3.0
  Engineering...............................................      7.5        6.9
  Selling and administrative................................     43.5       39.1
  Net intercompany interest.................................     25.5       57.4
  Other interest expense....................................     55.7       27.4
  Other.....................................................      5.0       17.0
                                                               ------     ------
                                                                856.1      863.8
                                                               ------     ------
Earnings before items below.................................     78.3       54.9
Provision for income taxes..................................     22.9       14.8
Minority share owners' interests in earnings of
  subsidiaries..............................................      4.9        5.2
                                                               ------     ------
Earnings before extraordinary item and cumulative effect of
  accounting change.........................................     50.5       34.9
Extraordinary charge from early extinguishment of debt, net
  of applicable income taxes................................     (6.7)
Cumulative effect of accounting change......................    (47.0)
                                                               ------     ------
Net earnings (loss).........................................   $ (3.2)    $ 34.9
                                                               ======     ======




     See accompanying Notes to Condensed Consolidated Financial Statements.


                                     F-123


                      OWENS-BROCKWAY GLASS CONTAINER INC.



                     CONDENSED CONSOLIDATED BALANCE SHEETS



                             (MILLIONS OF DOLLARS)





                                                               MARCH 31,    DEC. 31,    MARCH 31,
                                                                 2002         2001        2001
                                                              -----------   --------   -----------
                                                              (UNAUDITED)              (UNAUDITED)
                                                                              
ASSETS
Current assets:
  Cash, including time deposits.............................    $  102.3    $  124.7     $  124.0
  Short-term investments....................................         0.9                      0.4
  Receivables including amount from related parties of $14.6
    ($1.6 at Dec.31, 2001, $1.0 at March 31, 2001), less
    allowances of $29.1 ($32.2 at Dec. 31, 2001, $28.6 at
    March 31, 2001) for losses and discounts................       582.0       575.3        576.5
  Inventories...............................................       676.5       611.0        611.8
  Prepaid expenses..........................................        32.5        23.9         36.9
                                                                --------    --------     --------
    Total current assets....................................     1,394.2     1,334.9      1,349.6
Other assets:
  Equity investments........................................       153.7       153.9        161.1
  Repair parts inventories..................................       161.2       173.5        193.6
  Prepaid pension...........................................        50.3        49.8         40.3
  Deposits, receivables, and other assets...................       408.4       421.4        343.4
  Goodwill..................................................     1,525.0     1,556.2      1,470.6
                                                                --------    --------     --------
    Total other assets......................................     2,298.6     2,354.8      2,209.0
Property, plant, and equipment, at cost.....................     3,796.9     3,766.8      3,553.0
  Less accumulated depreciation.............................     1,706.5     1,663.5      1,547.0
                                                                --------    --------     --------
    Net property, plant, and equipment......................     2,090.4     2,103.3      2,006.0
                                                                --------    --------     --------
Total assets................................................    $5,783.2    $5,793.0     $5,564.6
                                                                ========    ========     ========
LIABILITIES AND NET PARENT INVESTMENT
Current liabilities:
  Short-term loans and long-term debt due within one year...    $   81.5    $   66.4     $   95.0
  Accounts payable and other liabilities....................       620.0       622.6        599.7
                                                                --------    --------     --------
    Total current liabilities...............................       701.5       689.0        694.7
External long-term debt.....................................     2,798.1     2,778.5        981.4
Deferred taxes..............................................       179.0       161.9        163.9
Other liabilities...........................................       315.4       275.7        199.3
Minority share owners' interests............................       149.1       159.7        160.2
Net Parent investment:
  Investment by and advances from parent....................     2,217.1     2,276.1      3,949.9
  Accumulated other comprehensive income....................      (577.0)     (547.9)      (584.8)
                                                                --------    --------     --------
    Total net Parent investment.............................     1,640.1     1,728.2      3,365.1
                                                                --------    --------     --------
Total liabilities and net Parent investment.................    $5,783.2    $5,793.0     $5,564.6
                                                                ========    ========     ========




     See accompanying Notes to Condensed Consolidated Financial Statements.


                                     F-124


                      OWENS-BROCKWAY GLASS CONTAINER INC.



                       CONDENSED CONSOLIDATED CASH FLOWS



                             (MILLIONS OF DOLLARS)





                                                               THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              --------------------
                                                                2002        2001
                                                              ---------   --------
                                                                  (UNAUDITED)
                                                                    
OPERATING ACTIVITIES:
  Net earnings before extraordinary item and cumulative
    effect of accounting change.............................  $    50.5   $  34.9
  Non-cash charges (credits):
    Depreciation............................................       75.4      71.3
    Amortization of deferred costs..........................        7.2      15.4
    Deferred tax provision (credit).........................       (3.7)     30.3
    Gains on asset sales....................................                (10.3)
    Other...................................................      (31.7)    (15.5)
  Change in non-current operating assets....................        9.0       0.7
  Change in non-current liabilities.........................      (10.5)
  Change in components of working capital...................      (48.1)   (105.7)
                                                              ---------   -------
    Cash provided by operating activities...................       48.1      21.1
INVESTING ACTIVITIES:
  Additions to property, plant and equipment................      (82.0)    (68.0)
  Net cash proceeds from divestitures and other.............        5.3      53.0
                                                              ---------   -------
    Cash utilized in investing activities...................      (76.7)    (15.0)
FINANCING ACTIVITIES:
  Additions to long-term debt...............................    1,073.7      15.9
  Repayments of long-term debt..............................   (1,053.8)    (87.6)
  Increase (decrease) in short-term loans...................       16.2      (9.1)
  Net change in intercompany debt...........................      (22.1)     37.2
  Collateral deposits for certain derivative instruments....        8.6
  Payment of finance fees...................................      (18.0)
                                                              ---------   -------
    Cash provided by (utilized in) financing activities.....        4.6     (43.6)
  Effect of exchange rate fluctuations on cash..............        1.6      (8.1)
                                                              ---------   -------
Decrease in cash............................................      (22.4)    (45.6)
Cash at beginning of period.................................      124.7     169.6
                                                              ---------   -------
Cash at end of period.......................................  $   102.3   $ 124.0
                                                              =========   =======




     See accompanying Notes to Condensed Consolidated Financial Statements.


                                     F-125


                      OWENS-BROCKWAY GLASS CONTAINER INC.



              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                      TABULAR DATA IN MILLIONS OF DOLLARS



1.  BASIS OF PRESENTATION.



    The Condensed Consolidated Financial Statements presented herein are
unaudited but, in the opinion of management, reflect all adjustments necessary
to present fairly such information for the periods and at the dates indicated.
Since the accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with Articlep 10 of Regulation S-X, they do not
contain all information and footnotes normally contained in annual consolidated
financial statements; accordingly, they should be read in conjunction with the
Consolidated Financial Statements of Owens-Brockway Glass Container Inc. and
notes thereto appearing elsewhere in this prospectus.



    The Company is a wholly-owned subsidiary of Owens-Brockway Packaging, Inc.
("OB Packaging" or "Parent"), and an indirect subsidiary of Owens-Illinois
Group, Inc. ("OI Group") and Owens-Illinois, Inc. ("OI Inc."). Although OI Inc.
does not conduct any operations, it has substantial obligations related to
outstanding indebtedness, dividends for preferred stock and asbestos-related
payments. OI Inc. relies primarily on distributions from its direct and indirect
subsidiaries to meet these obligations.



2.  INVENTORIES.



    Major classes of inventory are as follows:





                                                   MARCH 31,   DEC. 31,   MARCH 31,
                                                     2002        2001       2001
                                                   ---------   --------   ---------
                                                                 
Finished goods...................................   $566.1      $507.2     $503.6
Work in process..................................      9.0         5.9        6.4
Raw materials....................................     54.6        53.5       53.3
Operating supplies...............................     46.8        44.4       48.5
                                                    ------      ------     ------
                                                    $676.5      $611.0     $611.8
                                                    ======      ======     ======



                                     F-126


                      OWENS-BROCKWAY GLASS CONTAINER INC.



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



                      TABULAR DATA IN MILLIONS OF DOLLARS



3.  EXTERNAL LONG-TERM DEBT.



    The following table summarizes the external long-term debt of the Company:





                                                              MARCH 31,   DEC. 31,   MARCH 31,
                                                                2002        2001       2001
                                                              ---------   --------   ---------
                                                                            
Secured Credit Agreement:
  Revolving Credit Facility.................................  $1,574.2    $1,560.4
  Term Loan.................................................      65.0     1,045.0
Second Amended and Restated Credit Agreement:
  Revolving Credit Facility:
    Offshore Loans:
      Australian Dollars
        1.39 billion........................................                          $ 612.8
      British Pounds
        125.0 million.......................................                            188.7
Senior Secured Notes, 8.88%, due 2009.......................   1,000.0
Other.......................................................     183.0       199.1      206.1
                                                              --------    --------    -------
                                                               2,822.2     2,804.5    1,007.6
  Less amounts due within one year..........................      24.1        26.0       26.2
                                                              --------    --------    -------
    External long-term debt.................................  $2,798.1    $2,778.5    $ 981.4
                                                              ========    ========    =======




    At March 31, 2002, the Company and its subsidiaries had unused credit of
$329.5 million available under the Secured Credit Agreement.



    The weighted average interest rate on borrowings outstanding under the
Revolving Credit Facility at March 31, 2002 was 3.90%. Including the effects of
cross-currency swap agreements related to Revolving Credit Facility borrowings
by the Company's Australian, U.K., and Canadian subsidiaries, the weighted
average interest rate was 5.44%.



    The weighted average interest rate on borrowings outstanding under the Term
Loan at March 31, 2002 was 4.42%.



    During January 2002, the Company completed a $1.0 billion private placement
of senior secured notes. The notes bear interest at 8 7/8% and are due
February 15, 2009. The notes are guaranteed by OI Group and substantially all of
its domestic subsidiaries. The assets of substantially all of OI Group's
domestic subsidiaries are pledged as security for the notes. The Company used
the net cash proceeds from the notes to reduce its outstanding term loan under
the Agreement by $980 million. As a result, the Company wrote off unamortized
deferred financing fees in January 2002 related to the term loan and recorded an
extraordinary charge totaling $10.9 million less applicable income taxes of
$4.2 million. The indenture for the notes restricts, among other things, the
ability of the Company and its restricted subsidiaries to borrow money, pay
dividends on, or redeem or repurchase stock, make investments, create liens,
enter into certain transactions with affiliates, and sell certain assets or
merge with or into other companies.


                                     F-127


                      OWENS-BROCKWAY GLASS CONTAINER INC.



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



                      TABULAR DATA IN MILLIONS OF DOLLARS



4.  GUARANTEES OF DEBT.



    The Company has guaranteed the borrowings of certain of OI Inc.'s domestic
subsidiaries totaling $850 million and has also guaranteed the borrowings of
certain foreign subsidiaries under the Agreement.



5.  CASH FLOW INFORMATION.



    Interest paid in cash aggregated $43.1 million for the first quarter of 2002
and $22.3 million for the first quarter of 2001. Income taxes paid in cash
totaled $4.6 million for the first quarter of 2002 and $6.7 million for the
first quarter of 2001.



6.  COMPREHENSIVE INCOME.



    The Company's components of comprehensive loss are net loss, change in fair
value of certain derivative adjustments, and foreign currency translation
adjustments. Total comprehensive loss for the three month periods ended
March 31, 2002 and 2001 amounted to $(32.3) million and $(70.5) million,
respectively.



7.  ADOPTION OF NEW ACCOUNTING STANDARD--GOODWILL.



    On January 1, 2002, the Company adopted Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets" ("FAS No. 142"). As required by
FAS No. 142, the Company is no longer amortizing goodwill, but will be reviewing
annually (or more frequently if impairment indicators arise) for impairment.



    During the first quarter of 2002, the Company completed an impairment test
under FAS No. 142 using the business enterprise value ("BEV") of each reporting
unit which was calculated as of the measurement date, January 1, 2002, by
determining the present value of debt-free, after tax future cash flows,
discounted at the weighted average cost of capital of a hypothetical third party
buyer. This BEV was then compared to the book value of each reporting unit as of
the measurement date to assess whether an impairment existed under FAS 142.
Based on this comparison, the Company determined that an impairment existed in
its consumer products reporting unit. The consumer plastic products reporting
unit operates in a highly competitive and fragmented industry. This industry has
excess capacity which has created downward pricing pressure. The Company lowered
its earnings and cash flow projections for this unit for the next several years
which resulted in a lower BEV. Following a review of the valuation of the assets
of the consumer products reporting unit, the Company recorded an impairment
charge of $47.0 million to reduce the reported value of its goodwill. As
required by FAS No. 142, the transitional impairment loss has been recognized as
the cumulative effect of a change in method of accounting.


                                     F-128


                      OWENS-BROCKWAY GLASS CONTAINER INC.



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



                      TABULAR DATA IN MILLIONS OF DOLLARS



    The following pro forma earnings for 2001 have been presented on a pro forma
basis to eliminate goodwill amortization of $11.5 million, as required by FAS
No. 142.





                                                             THREE MONTHS ENDED
                                                                 MARCH 31,
                                                           ----------------------
                                                             2002        2001
                                                           --------   -----------
                                                           (ACTUAL)   (PRO FORMA)
                                                                
Earnings before extraordinary item and cumulative effect
  of accounting change...................................   $ 50.5       $46.4
Net earnings (loss)......................................   $(13.3)      $46.4




8.  RESTRUCTURING ACCRUALS.



    During the second quarter of 2001, the Company recorded net charges of
$65.2 million for a restructuring program and impairment at certain of the
Company's international and domestic operations. The charge includes the
impairment of assets at the Company's affiliate in Puerto Rico and the
consolidation of manufacturing capacity and the closing of a facility in
Venezuela. The program also includes consolidation of capacity at certain other
international and domestic facilities in response to decisions about pricing and
market strategy. The Company expects its actions related to these restructuring
and impairment charges to be completed during the next several quarters.



    The Company also has remaining restructuring accruals related to a capacity
realignment program initiated in 2000. The program principally involved the
closing of three U.S. plants. During 2002, the Company has partially reopened
one of these facilities, and as such, has reversed a portion of the original
charge. The Company expects that it will continue to make cash payments over the
next several quarters for on-going costs related to the closing of these
facilities.



    Selected information relating to the above restructuring accruals follows:



                                                           
Remaining accruals as of December 31, 2001..................   $22.8
Write-down of assets to net realizable value................    (1.1)
Net cash paid...............................................    (2.8)
Reversal of previous restructuring charge...................    (3.2)
                                                               -----
Remaining accrual as of March 31, 2002......................   $15.7
                                                               =====





9.  DERIVATIVE INSTRUMENTS.



    Under the terms of the April 2001 Secured Credit Agreement, international
affiliates are only permitted to borrow in U.S. dollars. In order to manage the
international affiliates' exposure to fluctuating foreign exchange rates, the
Company's affiliates in Australia and the United Kingdom have entered into
currency swaps for the principal portion of their initial borrowings under the
Agreement and for their interest payments due under the Agreement.



    As of March 31, 2002, the Company's affiliate in Australia has swapped
$650.0 million of borrowings into $1,275.0 million Australian dollars. This swap
matures on March 31, 2003, with interest resets every 90 days. The interest
reset terms of the swap approximate the terms of the U.S. dollar borrowings.
This derivative instrument swaps both the interest and principal from U.S.
dollars to Australian dollars and also swaps the interest rate from a U.S. based
rate to an Australian based rate.


                                     F-129


                      OWENS-BROCKWAY GLASS CONTAINER INC.



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



                      TABULAR DATA IN MILLIONS OF DOLLARS



The Company's affiliate in the United Kingdom has swapped $200.0 million of
borrowings into 139.0 million British pounds. This swap also matures on
March 31, 2003, with interest resets every 90 days. This derivative instrument
swaps both the interest and principal from U.S. dollars to British pounds and
also swaps the interest rate from a U.S. based rate to a British based rate.



    On October 1, 2001, the Company completed the acquisition of the Canadian
glass container assets of Consumers Packaging Inc. for a purchase price of
approximately $150 million. The Company financed this purchase through
borrowings under the Secured Credit Agreement, of which $100 million was
transferred to Canada through intercompany loans in U.S. dollars with the
remaining $50 million being transferred as equity. The Company's affiliate in
Canada has entered into swap transactions to manage the affiliate's exposure to
fluctuating foreign exchange rates by swapping the principal and interest
portion of the intercompany loan. At March 31, 2002, the Canadian affiliate has
swapped $90.0 million of borrowings into $142.0 million Canadian dollars. This
swap matures on October 1, 2003. This derivative instrument swaps both the
interest and principal from U.S. dollars to Canadian dollars and also swaps the
interest rate from a U.S. based rate to a Canadian based rate. The affiliate has
also entered in forward hedges which effectively swap $10.0 million of
borrowings into $16.0 million Canadian dollars. These hedges swap both the
interest and principal from U.S. dollars to Canadian dollars and mature monthly.



    The Company recognizes the above derivatives on the balance sheet at fair
value. The Company accounts for the above swaps as fair value hedges. As such,
the changes in the value of the swaps are included in other expense and are
expected to substantially offset any exchange rate gains or losses on the
related U.S. dollar borrowings. For the three months ended March 31, 2002, the
amount not offset was immaterial.



    The Company also uses commodity futures contracts related to forecasted
natural gas requirements. The objective of these futures contracts is to limit
the fluctuations in prices paid and the potential volatility in earnings or cash
flows from future market price movements. During January 2002, the Company
entered into commodity futures contracts for approximately 50% of its domestic
natural gas usage (approximately 800 million BTUs) through the end of 2002.



    The Company accounts for the above futures contracts on the balance sheet at
fair value. The effective portion of changes in the fair value of a derivative
that is designated as and meets the required criteria for a cash flow hedge is
recorded in accumulated other comprehensive income ("OCI") and reclassified into
earnings in the same period or periods during which the underlying hedged item
affects earnings. The ineffective portion of the change in the fair value of a
derivative designated as a cash flow hedge is recognized in current earnings.



    The above futures contracts are accounted for as cash flow hedges at
March 31, 2002. Hedge accounting is only applied when the derivative is deemed
to be highly effective at offsetting anticipated cash flows of the hedged
transactions. For hedged forecasted transactions, hedge accounting will be
discontinued if the forecasted transaction is no longer probable to occur, and
any previously deferred gains or losses will be recorded to earnings
immediately.



    During the three months ended March 31, 2002, an unrealized net gain of
$3.0 million (after tax of $1.6 million) related to these commodity futures
contracts was included in OCI. There was no ineffectiveness recognized during
the three months ended March 31, 2002.


                                     F-130


                          OI PLASTIC PRODUCTS FTS INC.



                  CONDENSED CONSOLIDATED RESULTS OF OPERATIONS



                             (MILLIONS OF DOLLARS)





                                                              THREE MONTHS ENDED MARCH 31,
                                                              -----------------------------
                                                                  2002            2001
                                                              -------------   -------------
                                                                       (UNAUDITED)
                                                                        
Revenues:
  Net sales.................................................     $ 400.6         $417.9
  Other revenue.............................................         4.8            5.3
                                                                 -------         ------
                                                                   405.4          423.2

Costs and expenses:
  Manufacturing, shipping, and delivery.....................       305.3          320.4
  Research and development..................................         8.0            7.0
  Engineering...............................................         0.3            0.1
  Selling and administrative................................        16.5           15.4
  Net intercompany interest.................................         6.9           24.7
  Other interest expense....................................        11.1            0.5
  Other.....................................................         3.8           13.5
                                                                 -------         ------
                                                                   351.9          381.6
                                                                 -------         ------
Earnings before items below.................................        53.5           41.6
Provision for income taxes..................................        20.3           20.0
Minority share owners' interests in earnings of
  subsidiaries..............................................                        0.3
                                                                 -------         ------
Earnings before cumulative effect of accounting change......        33.2           21.3
Cumulative effect of accounting change......................      (413.0)
                                                                 -------         ------
Net earnings (loss).........................................     $(379.8)        $ 21.3
                                                                 =======         ======




     See accompanying Notes to Condensed Consolidated Financial Statements.


                                     F-131


                          OI PLASTIC PRODUCTS FTS INC.



                     CONDENSED CONSOLIDATED BALANCE SHEETS



                             (MILLIONS OF DOLLARS)





                                                               MARCH 31,    DEC. 31,     MARCH 31,
                                                                 2002         2001         2001
                                                              -----------   ---------   -----------
                                                              (UNAUDITED)               (UNAUDITED)
                                                                               
ASSETS
Current assets:
  Cash, including time deposits.............................    $    6.6    $   10.3      $   28.4
  Receivables including amount from related parties of $42.4
    ($9.2 at Dec.31, 2001, $14.6 at March 31, 2001), less
    allowances of $28.7 ($38.2 at Dec. 31, 2001, $25.2 at
    March 31, 2001) for losses and discounts................       244.0       184.3         232.2
  Inventories...............................................       218.8       222.9         243.5
  Prepaid expenses..........................................        43.3        41.1          24.4
                                                                --------    --------      --------
    Total current assets....................................       512.7       458.6         528.5

Other assets:
  Equity investments........................................         6.2         9.2          14.8
  Repair parts inventories..................................        26.5        25.6          27.8
  Deposits, receivables, and other assets...................        90.0        95.9          92.4
  Goodwill..................................................     1,039.2     1,468.2       1,514.3
                                                                --------    --------      --------
    Total other assets......................................     1,161.9     1,598.9       1,649.3

Property, plant, and equipment, at cost.....................     1,925.8     1,917.7       1,804.1
  Less accumulated depreciation.............................       814.1       799.3         731.1
                                                                --------    --------      --------
    Net property, plant, and equipment......................     1,111.7     1,118.4       1,073.0
                                                                --------    --------      --------
Total assets................................................    $2,786.3    $3,175.9      $3,250.8
                                                                ========    ========      ========

LIABILITIES AND NET PARENT INVESTMENT
Current liabilities:
  Short-term loans and long-term debt due within one year...    $    4.9    $    4.9      $   11.7
  Accounts payable and other liabilities....................       171.2       182.5         151.2
                                                                --------    --------      --------
    Total current liabilities...............................       176.1       187.4         162.9
External long-term debt.....................................       846.7       851.3           3.1
Deferred taxes..............................................       178.6       172.6         167.0
Other liabilities...........................................        11.6        12.9           1.8
Minority share owners' interests............................                                   6.9
Net Parent investment
  Investment by and advances from parent....................     1,601.6     1,980.0       2,938.3
  Accumulated other comprehensive income....................       (28.3)      (28.3)        (29.2)
                                                                --------    --------      --------
    Total net Parent investment.............................     1,573.3     1,951.7       2,909.1
                                                                --------    --------      --------
Total liabilities and net Parent investment.................    $2,786.3    $3,175.9      $3,250.8
                                                                ========    ========      ========




     See accompanying Notes to Condensed Consolidated Financial Statements.


                                     F-132


                          OI PLASTIC PRODUCTS FTS INC.



                       CONDENSED CONSOLIDATED CASH FLOWS



                             (MILLIONS OF DOLLARS)





                                                              THREE MONTHS ENDED MARCH 31,
                                                              -----------------------------
                                                                  2002            2001
                                                              -------------   -------------
                                                                       (UNAUDITED)
                                                                        
OPERATING ACTIVITIES:
  Net earnings before cumulative effect of accounting
    change..................................................     $ 33.2          $ 21.3
  Non-cash charges (credits):
    Depreciation............................................       30.6            28.0
    Amortization of deferred costs..........................        3.9            14.3
    Deferred tax provision (credit).........................        2.5           (18.3)
    Gains on asset sales....................................                       (2.8)
    Other...................................................       (2.2)           (5.0)
  Change in non-current operating assets....................       (0.5)           (0.4)
  Change in components of working capital...................      (68.2)          (44.2)
                                                                 ------          ------
    Cash utilized in operating activities...................       (0.7)           (7.1)

INVESTING ACTIVITIES:
  Additions to property, plant and equipment................      (30.5)          (25.8)
  Acquisitions, net of cash acquired........................       (2.3)           (4.8)
  Net cash proceeds from divestitures and other.............       11.6            60.6
                                                                 ------          ------
    Cash provided by (utilized in) investing activities.....      (21.2)           30.0

FINANCING ACTIVITIES:
  Net change in intercompany debt...........................       22.7           (23.9)
  Decrease in short-term loans..............................                       (0.5)
  Repayments of long-term debt..............................       (4.6)           (4.2)
                                                                 ------          ------
  Cash provided by (utilized) in financing activities.......       18.1           (28.6)
  Effect of exchange rate fluctuations on cash..............        0.1            (0.1)
                                                                 ------          ------
Decrease in cash............................................       (3.7)           (5.8)
Cash at beginning of period.................................       10.3            34.2
                                                                 ------          ------
Cash at end of period.......................................     $  6.6          $ 28.4
                                                                 ======          ======




     See accompanying Notes to Condensed Consolidated Financial Statements.


                                     F-133


                          OI PLASTIC PRODUCTS FTS INC.



              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                      TABULAR DATA IN MILLIONS OF DOLLARS



1. BASIS OF PRESENTATION.



    The Condensed Consolidated Financial Statements presented herein are
unaudited but, in the opinion of management, reflect all adjustments necessary
to present fairly such information for the periods and at the dates indicated.
Since the accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with Article 10 of Regulation S-X, they do not
contain all information and footnotes normally contained in annual consolidated
financial statements; accordingly, they should be read in conjunction with the
Consolidated Financial Statements of OI Plastic Products FTS Inc. and notes
thereto appearing elsewhere in this prospectus.



    The Company is a wholly-owned subsidiary of Owens-Illinois Group, Inc. ("OI
Group" or "Parent") and an indirect subsidiary of Owens-Illinois, Inc.
("OI Inc."). Although OI Inc. does not conduct any operations, it has
substantial obligations related to outstanding indebtedness, dividends for
preferred stock and asbestos-related payments. OI Inc. relies primarily on
distributions from its direct and indirect subsidiaries to meet these
obligations.



2.  INVENTORIES.



    Major classes of inventory are as follows:





                                                   MARCH 31,   DEC. 31,   MARCH 31,
                                                     2002        2001       2001
                                                   ---------   --------   ---------
                                                                 
Finished goods...................................   $134.1      $133.7     $156.0
Work in process..................................      0.8         0.3        2.5
Raw materials....................................     65.0        71.7       67.4
Operating supplies...............................     18.9        17.2       17.6
                                                    ------      ------     ------
                                                    $218.8      $222.9     $243.5
                                                    ======      ======     ======




3. EXTERNAL LONG-TERM DEBT.



    The following table summarizes the external long-term debt of the Company.





                                                   MARCH 31,   DEC. 31,   MARCH 31,
                                                     2002        2001       2001
                                                   ---------   --------   ---------
                                                                 
Secured Credit Agreement:
  Revolving Credit Facility......................   $850.0      $850.0
Other............................................      1.6         6.2      $7.7
                                                    ------      ------      ----
                                                     851.6       856.2       7.7
  Less amounts due within one year...............      4.9         4.9       4.6
                                                    ------      ------      ----
External long-term debt..........................   $846.7      $851.3      $3.1
                                                    ======      ======      ====




    At March 31, 2002, the Company had unused credit of $150.0 million available
under the Secured Credit Agreement.



    The weighted average interest rate on borrowings outstanding under the
Revolving Credit Facility at March 31, 2002 was 3.92%.


                                     F-134


                          OI PLASTIC PRODUCTS FTS INC.



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



                      TABULAR DATA IN MILLIONS OF DOLLARS



4. GUARANTEES OF DEBT.



    The Company has guaranteed the borrowings of certain of OI Inc.'s domestic
subsidiaries totaling $2,639.2 and has also guaranteed the borrowings of certain
foreign affiliates under the Agreement.



    During January 2002, an affiliate of the Company completed a $1.0 billion
private placement of senior secured notes. The assets of the Company and most of
its domestic subsidiaries are pledged as security for the notes. The Company has
guaranteed these notes.



5. CASH FLOW INFORMATION.



    Interest paid in cash aggregated $13.0 million for the first quarter of 2002
and $0.9 million for the first quarter of 2001. Income taxes paid in cash
totaled $0.8 million for the first quarter of 2002 and $1.4 million for the
first quarter of 2001.



6. COMPREHENSIVE INCOME.



    The Company's components of comprehensive income (loss) are net earnings
(loss), change in fair value of certain derivative adjustments, and foreign
currency translation adjustments. Total comprehensive income (loss) for the
three month periods ended March 31, 2002 and 2001 amounted to $(379.8) million
and $19.3 million, respectively.



7. ADOPTION OF NEW ACCOUNTING STANDARD--GOODWILL.



    On January 1, 2002, the Company adopted Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets" ("FAS No. 142"). As required by
FAS No. 142, the Company is no longer amortizing goodwill, but will be reviewing
annually (or more frequently if impairment indicators arise) for impairment.



    During the first quarter of 2002, the Company completed an impairment test
under FAS No. 142 using the business enterprise value ("BEV") of each reporting
unit which was calculated as of the measurement date, January 1, 2002, by
determining the present value of debt-free, after tax future cash flows,
discounted at the weighted average cost of capital of a hypothetical third party
buyer. This BEV was then compared to the book value of each reporting unit as of
the measurement date to assess whether an impairment existed under FAS 142.
Based on this comparison, the Company determined that an impairment existed in
its consumer products reporting unit. The consumer plastic products reporting
unit operates in a highly competitive and fragmented industry. This industry has
excess capacity which has created downward pricing pressure. The Company lowered
its earnings and cash flow projections for this unit for the next several years
which resulted in a lower BEV. Following a review of the valuation of the assets
of the consumer products reporting unit, the Company recorded an impairment
charge of $413.0 million to reduce the reported value of its goodwill. As
required by FAS No. 142, the transitional impairment loss has been recognized as
the cumulative effect of a change in method of accounting.


                                     F-135


                          OI PLASTIC PRODUCTS FTS INC.



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



                      TABULAR DATA IN MILLIONS OF DOLLARS



    The following pro forma earnings for 2001 have been presented on a pro forma
basis to eliminate goodwill amortization of $11.6 million, as required by FAS
No. 142.





                                                            THREE MONTHS ENDED
                                                                MARCH 31,
                                                          ----------------------
                                                            2002        2001
                                                          --------   -----------
                                                          (ACTUAL)   (PRO FORMA)
                                                               
Earnings before cumulative effect of accounting
  change................................................  $  33.2       $32.9
Net earnings (loss).....................................  $(369.7)      $32.9




8. RESTRUCTURING ACCRUALS.



    During the second quarter of 2001, the Company recorded net charges of
$16.9 million for a restructuring program and impairment at certain of the
Company's international and domestic operations. The program also includes
consolidation of capacity at certain other international and domestic facilities
in response to decisions about pricing and market strategy. The Company expects
its actions related to these restructuring and impairment charges to be
completed during the next several quarters.



    The Company also has remaining restructuring accruals related to a capacity
realignment program initiated in 2000. The Company expects that it will continue
to make cash payments over the next several quarters for on-going costs related
to the restructuring.



    Selected information relating to the above restructuring accruals follows:



                                                           
Remaining accruals as of December 31, 2001..................   $14.7
Write-down of assets to net realizable value................    (7.7)
Net cash paid...............................................     0.4
                                                               -----
Remaining accrual as of March 31, 2002......................   $ 7.4
                                                               =====




                                     F-136

                      OWENS-BROCKWAY GLASS CONTAINER INC.

                 OFFER TO EXCHANGE UP TO $1,000,000,000 OF ITS

                     8 7/8% SENIOR SECURED NOTES DUE 2009,

              WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT,

                  FOR UP TO $1,000,000,000 OF ITS OUTSTANDING

                      8 7/8% SENIOR SECURED NOTES DUE 2009

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

                                   PROSPECTUS

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

                                           , 2002

                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS

    The Company is a Delaware corporation. Subsection (b)(7) of Section 102 of
the Delaware General Corporation Law (the "DGCL"), enables a corporation in its
original certificate of incorporation or an amendment thereto to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for violations of the director's fiduciary
duty, except (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the DGCL (providing for liability of directors
for unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit.

    Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith in
a manner reasonably believed to be in, or not opposed to, the best interests of
the corporation, and, with respect to any criminal action or proceeding,
provided further that such director or officer had no reasonable cause to
believe his conduct was unlawful.

    Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification may be made in respect to any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
of the circumstances of the case, such director or officer is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

    Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsections (a) and (b) or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification and advancement of expenses provided for, by, or granted
pursuant to Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him or incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145.

    Section 8 of the Certificate of Incorporation (filed as Exhibit 3.1) of the
Company, as amended, provides for the elimination of liability of directors to
the extent permitted by Section 102(b)(7) of the DGCL. Article III, Section 13
of the By-Laws of the Company (filed as Exhibit 3.6) provides for
indemnification of the officers and directors of the Company to the extent
permitted by applicable law.

                                      II-1

    The Company has in effect insurance policies in the amount of $60 million
covering all of its directors and officers.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

    A list of exhibits filed with this registration statement on Form S-4 is set
forth on the Exhibit Index and is incorporated in this Item 21 by reference.

ITEM 22. UNDERTAKINGS.

(a)  The undersigned registrant hereby undertakes:

    (1) To file, during any period in which offers or sales are being made, a
       post-effective amendment to this registration statement:

        (i) To include any prospectus required by Section 10(a)(3) of the
            Securities Act of 1933;

        (ii) To reflect in the prospectus any facts or events arising after the
             effective date of the registration statement (or the most recent
             post-effective amendment thereof) which, individually or in the
             aggregate, represent a fundamental change in the information set
             forth in the registration statement. Notwithstanding the foregoing,
             any increase or decrease in volume of securities offered (if the
             total dollar value of securities offered would not exceed that
             which was registered) and any deviation from the low or high end of
             the estimated maximum offering range may be reflected in the form
             of prospectus filed with the SEC pursuant to Rule 424(b) if, in the
             aggregate, the changes in volume and price represent no more than a
             20 percent change in the maximum aggregate offering price set forth
             in the "Calculation of Registration Fee" table in the effective
             registration statement; and

       (iii) To include any material information with respect to the plan of
             distribution not previously disclosed in the registration statement
             or any material change to such information in the registration
             statement;

    (2) That, for the purpose of determining any liability under the Securities
       Act of 1933, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein,
       and the offering of such securities at that time shall be deemed to be
       the initial BONA FIDE offering thereof.

    (3) To remove from registration by means of a post-effective amendment any
       of the securities being registered which remain unsold at the termination
       of the offering.

(b)  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by a controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(c)  The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

                                      II-2

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title: Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                   
                  James W. Baehren                     Vice President and Secretary;
                                                         Director

                 * Jeffrey A. Denker                   Treasurer
                                                         (Principal Financial Officer)

                 * R. Scott Trumbull                   Vice President and Chief
                                                         Financial Officer; Director

                  * Edward C. White                    Controller and Chief Accounting
                                                         Officer (Principal Accounting
                                                         Officer)

                  * Thomas L. Young                    President, Chairman of the Board
                                                         of Directors and Chief
                                                         Executive Officer (Principal
                                                         Executive Officer); Director


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                      II-3

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title: Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                            TITLE
                      ---------                                            -----
                                                    
                 * Robert J. Dineen                    Director

                 * Edward A. Gilhuly                   Director

               * James H. Greene, Jr.                  Director

                 * Joseph H. Lemieux                   Chairman of the Board of Directors and Chief
                                                         Executive Officer (Principal Executive
                                                         Officer); Director

               * John J. McMackin, Jr.                 Director

                 * George R. Roberts                   Director

                 * R. Scott Trumbull                   Executive Vice President and Chief Financial
                                                         Officer (Principal Financial Officer)

                  * Edward C. White                    Vice President and Comptroller (Principal
                                                         Accounting Officer)

                  * Thomas L. Young                    Executive Vice President, Administration and
                                                         General Counsel; Director


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                      II-4

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       ACI AMERICA HOLDINGS INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title: Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                   
                   *Richard A. Jun                     President (Principal Executive
                                                         Officer)

                  James W. Baehren                     Vice President and Secretary;
                                                         Director

                 *R. Scott Trumbell                    Vice President; Director

                  *Thomas L. Young                     Vice President; Director

                 *Jeffrey A. Denker                    Treasurer
                                                         (Principal Financial Officer)

                  *Edward C. White                     Assistant Treasurer
                                                         (Principal Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                      II-5

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       ANAMED INTERNATIONAL, INC.
                                                       BRIGAM MEDICAL, INC.
                                                       BRIGAM VENTURES, INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title: Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                   
                *Michael D. McDaniel                   President (Principal Executive
                                                         Officer); Director

                  James. W. Baehren                    Vice President and Secretary;
                                                         Director

                 *R. Scott Trumbull                    Director

                 *Jeffrey A. Denker                    Treasurer
                                                         (Principal Financial Officer)

                  *Edward C. White                     Assistant Treasurer
                                                         (Principal Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                      II-6

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       BRIGAM, INC.
                                                       OI MEDICAL HOLDINGS INC.
                                                       OWENS-ILLINOIS CLOSURE INC.
                                                       SPECIALTY PACKAGING LICENSING COMPANY

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title: Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                   
                *Michael D. McDaniel                   President (Principal Executive
                                                         Officer); Director

                  James W. Baehren                     Vice President and Secretary;
                                                         Director

                 *R. Scott Trumbull                    Director

                 *Jeffrey A. Denker                    Treasurer
                                                         (Principal Financial Officer)

                  *Edward C. White                     Assistant Treasurer
                                                         (Principal Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                      II-7

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       BROCKWAY REALTY CORPORATION

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title: Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                   
                 *Gerald J. Lemieux                    President (Principal Executive
                                                         Officer); Director

                  James W. Baehren                     Vice President and Secretary;
                                                         Director

                 *R. Scott Trumbull                    Director

                  *Thomas L. Young                     Vice President; Director

                 *Jeffrey A. Denker                    Treasurer
                                                         (Principal Financial Officer)

                  *Edward C. White                     Assistant Treasurer
                                                         (Principal Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                      II-8

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       BROCKWAY RESEARCH, INC.
                                                       OI AUBURN INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title: Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                   
                 *Gerald J. Lemieux                    President (Principal Executive
                                                         Officer); Director

                  James W. Baehren                     Vice President and Secretary;
                                                         Director

                  *Thomas L. Young                     Vice President; Director

                 *Jeffrey A. Denker                    Treasurer
                                                         (Principal Financial Officer)

                  *Edward C. White                     Assistant Treasurer
                                                         (Principal Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                      II-9

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       CONTINENTAL PET TECHNOLOGIES, INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title: Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                   
                  *W. Bruce Larsen                     President (Principal Executive
                                                         Officer); Director

                 *R. Scott Trumbull                    Director

                 *Terry L. Wilkison                    Vice President; Director

                 *Jeffrey A. Denker                    Treasurer
                                                         (Principal Financial Officer)

                  *Edward C. White                     Assistant Treasurer
                                                         (Principal Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-10

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       MARC INDUSTRIES, INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title: Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                   
                *Michael D. McDaniel                   President (Principal Executive
                                                         Officer); Director

                  James W. Baehren                     Vice President and Secretary;
                                                         Director

                 *Terry L. Wilkison                    Vice President; Director

                 *Jeffrey A. Denker                    Treasurer
                                                         (Principal Financial Officer)

                  *Edward C. White                     Assistant Treasurer
                                                         (Principal Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-11

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       MARTELL MEDICAL PRODUCTS, INCORPORATED
                                                       OI MEDICAL INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title:  Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                  
                                                       President (Principal Executive
                *Michael D. McDaniel                     Officer); Director

                                                       Vice President and Secretary;
                  James W. Baehren                       Director

                  *Thomas L. Young                     Vice President; Director

                                                       Treasurer (Principal Financial
                 *Jeffrey A. Denker                      Officer)

                                                       Assistant Treasurer (Principal
                  *Edward C. White                       Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-12

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       OB CAL SOUTH INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title:  Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                  
                                                       President (Principal Executive
                 *Gerald J. Lemieux                      Officer); Director

                  *Thomas L. Young                     Vice President; Director

                                                       Treasurer (Principal Financial
                 *Jeffrey A. Denker                      Officer); Director

                                                       Assistant Treasurer (Principal
                  *Edward C. White                       Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-13

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       OI AID STS INC.
                                                       SEAGATE II, INC.
                                                       SEAGATE III, INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title:  Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                  
                                                       President (Principal Executive
                  *Thomas L. Young                       Officer); Director

                 *R. Scott Trumbull                    Vice President; Director

                                                       Treasurer (Principal Financial
                 *Jeffrey A. Denker                      Officer); Director

                                                       Assistant Treasurer (Principal
                  *Edward C. White                       Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-14

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       OI AUSTRALIA INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title:  Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                  
                                                       President (Principal Executive
                 *Terry L. Wilkison                      Officer)

                                                       Vice President and Secretary;
                  James W. Baehren                       Director

                 *R. Scott Trumbull                    Vice President; Director

                  *Thomas L. Young                     Vice President; Director

                                                       Treasurer (Principal Financial
                 *Jeffrey A. Denker                      Officer)

                                                       Assistant Treasurer (Principal
                  *Edward C. White                       Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-15

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       OI BRAZIL CLOSURE INC.
                                                       OWENS-ILLINOIS SPECIALTY PRODUCTS PUERTO
                                                       RICO, INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title:  Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                  
                                                       President (Principal Executive
                 *R. Scott Trumbull                      Officer); Director

                                                       Vice President and Secretary;
                  James W. Baehren                       Director

                *Michael D. McDaniel                   Vice President; Director

                                                       Treasurer (Principal Financial
                 *Jeffrey A. Denker                      Officer)

                                                       Assistant Treasurer (Principal
                  *Edward C. White                       Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-16

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       OI CALIFORNIA CONTAINERS INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title:  Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                  
                                                       President (Principal Executive
                *L. Richard Crawford                     Officer); Director

                 *Gerald L. Lemieux                    Vice President; Director

                  *Thomas L. Young                     Vice President; Director

                                                       Treasurer (Principal Financial
                 *Jeffrey A. Denker                      Officer)

                                                       Assistant Treasurer (Principal
                  *Edward C. White                       Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-17

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       OI CASTALIA STS INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title:  Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                  
                                                       President (Principal Executive
                 *Gerald J. Lemieux                      Officer)

                                                       Vice President and Secretary;
                  James W. Baehren                       Director

                 *R. Scott Trumbull                    Vice President; Director

                  *Thomas L. Young                     Vice President; Director

                                                       Treasurer (Principal Financial
                 *Jeffrey A. Denker                      Officer)

                                                       Assistant Treasurer (Principal
                  *Edward C. White                       Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-18

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       OI CONSOL STS INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title:  Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                  
                                                       President (Principal Executive
                 *R. Scott Trumbull                      Officer); Director

                                                       Vice President and Secretary;
                  James W. Baehren                       Director

                                                       Treasurer (Principal Financial
                 *Jeffrey A. Denker                      Officer)

                                                       Assistant Treasurer (Principal
                  *Edward C. White                       Accounting Officer); Director


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-19

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       OI ECUADOR STS INC.
                                                       O-I HEALTH CARE HOLDING CORP.
                                                       OI INTERNATIONAL HOLDINGS INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title:  Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                  
                                                       President (Principal Executive
                 *R. Scott Trumbull                      Officer); Director

                                                       Vice President and Secretary;
                  James W. Baehren                       Director

                  *Thomas L. Young                     Vice President; Director

                                                       Treasurer (Principal Financial
                 *Jeffrey A. Denker                      Officer)

                                                       Assistant Treasurer (Principal
                  *Edward C. White                       Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-20

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       OI EUROPE & ASIA INC.
                                                       OI POLAND INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title:  Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                  
                 *R. Scott Trumbull                    President (Principal Executive
                                                         Officer); Director

                  *Robert A. Smith                     Vice President; Director

                  *Thomas L. Young                     Vice President; Director

                 *Jeffrey A. Denker                    Treasurer
                                                         (Principal Financial Officer)

                  *Edward C. White                     Assistant Treasurer (Principal
                                                         Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-21

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       OI GENERAL FINANCE INC.
                                                       OI GENERAL FTS INC.
                                                       O-I HOLDING COMPANY, INC.
                                                       OI LEVIS PARK STS INC.
                                                       OWENS-ILLINOIS GENERAL INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title:  Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                  
                  *Thomas L. Young                     President (Principal Executive
                                                         Officer); Director

                  James W. Baehren                     Vice President and Secretary;
                                                         Director

                 *R. Scott Trumbull                    Vice President; Director

                 *Jeffrey A. Denker                    Treasurer
                                                         (Principal Financial Officer)

                  *Edward C. White                     Assistant Treasurer (Principal
                                                         Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-22

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       OI HUNGARY INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title:  Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 1 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                  
                 *R. Scott Trumbull                    President (Principal Executive
                                                         Officer); Director

                  James W. Baehren                     Vice President and Secretary;
                                                         Director

                 *Larry A. Griffith                    Vice President; Director

                 *Jeffrey A. Denker                    Treasurer
                                                         (Principal Financial Officer)

                  *Edward C. White                     Vice President (Principal
                                                         Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-23

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       OI PERU STS INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title:  Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                  
                 *R. Scott Trumbull                    President (Principal Executive
                                                         Officer); Director

                  *Robert A. Smith                     Vice President; Director

                 *Jeffrey A. Denker                    Treasurer
                                                         (Principal Financial Officer)

                  *Edward C. White                     Assistant Treasurer (Principal
                                                         Accounting Officer); Director


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-24

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       OI PLASTIC PRODUCTS FTS INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title:  Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                  
                 *Terry L. Wilkison                    President (Principal Executive
                                                         Officer); Director

                  *Thomas L. Young                     Vice President; Director

                 *R. Scott Trumbull                    Vice President; Director

                 *Jeffrey A. Denker                    Treasurer (Principal Financial
                                                         Officer)

                  *Edward C. White                     Assistant Treasurer (Principal
                                                         Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-25

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May 2002.


                                                      
                                                       OI PUERTO RICO STS INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title:  Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                  
                 *R. Scott Trumbull                    President (Principal Executive
                                                         Officer)

                  James W. Baehren                     Vice President and Secretary;
                                                         Director

                  *Robert A. Smith                     Vice President; Director

                 *Jeffrey A. Denker                    Treasurer
                                                         (Principal Financial Officer)

                  *Edward C. White                     Assistant Treasurer (Principal
                                                         Accounting Officer); Director


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-26

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May 2002.


                                                      
                                                       OI REGIOPLAST STS INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title:  Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                  
                 *R. Scott Trumbull                    President (Principal Executive
                                                         Officer); Director

                  James W. Baehren                     Vice President and Secretary;
                                                         Director

                  *Robert A. Smith                     Vice President; Director

                 *Jeffrey A. Denker                    Treasurer
                                                         (Principal Financial Officer)

                  *Edward C. White                     Assistant Treasurer (Principal
                                                         Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-27

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May 2002.


                                                      
                                                       OI VENEZUELA PLASTIC PRODUCTS INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title:  Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                  
                 *R. Scott Trumbull                    President (Principal Executive
                                                         Officer); Director

                  James W. Baehren                     Vice President and Secretary;
                                                         Director

                 *Terry L. Wilkison                    Vice President; Director

                 *Jeffrey A. Denker                    Treasurer
                                                         (Principal Financial Officer)

                  *Edward C. White                     Assistant Treasurer (Principal
                                                         Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-28

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May 2002.


                                                      
                                                       OIB PRODUVISA INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title:  Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                  
                  *Robert A. Smith                     President (Principal Executive
                                                         Officer)

                  James W. Baehren                     Vice President and Secretary;
                                                         Director

                  *Thomas L. Young                     Vice President; Director

                 *R. Scott Trumbull                    Vice President; Director

                 *Jeffrey A. Denker                    Treasurer
                                                         (Principal Financial Officer)

                  *Edward C. White                     Assistant Treasurer (Principal
                                                         Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-29

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May 2002.


                                                      
                                                       OVERSEAS FINANCE COMPANY

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title:  Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                      SIGNATURE                                     TITLE
                      ---------                                     -----
                                                                                  
                 *Jeffrey A. Denker                    President (Principal Executive
                                                         Officer) and Treasurer
                                                         (Principal Financial Officer)

                  James W. Baehren                     Vice President and Secretary;
                                                         Director

                  *Thomas L. Young                     Vice President; Director

                 *R. Scott Trumbull                    Vice President; Director

                  *Edward C. White                     Assistant Treasurer (Principal
                                                         Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-30

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       OWENS-BROCKWAY GLASS CONTAINER TRADING COMPANY

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title: Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                SIGNATURE                                     TITLE
                ---------                                     -----
                                                                                 
           * R. Scott Trumbull              President (Principal Executive Officer);
                                              Director

           * Gerald J. Lemieux              Director

            * Thomas L. Young               Vice President; Director

           * Jeffrey A. Denker              Treasurer
                                              (Principal Financial Officer)

            * Edward C. White               Assistant Treasurer (Principal Accounting
                                              Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-31

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       OWENS-BROCKWAY PACKAGING, INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title: Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                SIGNATURE                                     TITLE
                ---------                                     -----
                                                                                 
            * Thomas L. Young               President (Principal Executive Officer);
                                              Director

             James W. Baehren               Vice President and Secretary; Director

           * Gerald J. Lemieux              Vice President; Director

           * Jeffrey A. Denker              Treasurer (Principal Financial Officer)

            * Edward C. White               Assistant Treasurer (Principal Accounting
                                              Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-32

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       OWENS-BROCKWAY PLASTIC PRODUCTS INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title: Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                SIGNATURE                                     TITLE
                ---------                                     -----
                                                                                 
           * Terry L. Wilkison              President (Principal Executive Officer);
                                              Director

           * Larry A. Griffith              Vice President; Director

           * R. Scott Trumbull              Vice President; Director

           * Jeffrey A. Denker              Treasurer (Principal Financial Officer)

            * Edward C. White               Assistant Treasurer (Principal Accounting
                                              Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-33

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       OWENS-ILLINOIS PRESCRIPTION PRODUCTS INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title: Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                SIGNATURE                                     TITLE
                ---------                                     -----
                                                                                 
            * Joseph V. Conda               President (Principal Executive Officer);
                                              Director

            * Thomas L. Young               Vice President; Director

           * R. Scott Trumbull              Vice President; Director

           * Jeffrey A. Denker              Treasurer
                                              (Principal Financial Officer)

            * Edward C. White               Assistant Treasurer
                                              (Principal Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-34

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       PRODUCT DESIGN & ENGINEERING, INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title: Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                SIGNATURE                                     TITLE
                ---------                                     -----
                                                                                 
             James W. Baehren               President (Principal Executive Officer)
                                              and Secretary; Director

            * Thomas L. Young               Vice President; Director

           * R. Scott Trumbull              Executive Vice President and Chief
                                              Financial Officer; Director

           * Jeffrey A. Denker              Treasurer
                                              (Principal Financial Officer)

            * Edward C. White               Assistant Treasurer
                                              (Principal Accounting Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-35

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       SEAGATE, INC.

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title: Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                SIGNATURE                                     TITLE
                ---------                                     -----
                                                                                 
            * Thomas L. Young               President (Principal Executive Officer);
                                              Director

           * R. Scott Trumbull              Vice President; Director

           * Gerald J. Lemieux              Director

           * Jeffrey A. Denker              Treasurer (Principal Financial Officer)

            * Edward C. White               Assistant Treasurer (Principal Accounting
                                              Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-36

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       UNIVERSAL MATERIALS, INC.

                                                       By:             /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                                      Name: James W. Baehren
                                                               Title: Vice President and Secretary




    Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to registration statement has been signed by the following persons in the
capacities indicated on May 30, 2002.




                        NAME                                      TITLE
                        ----                                      -----
                                                                              
                                                       President (Principal
                  * Ernst F. Valis                       Executive Officer);
                                                         Director

                    * Susan Smith                      Director

                                                       Treasurer (Principal
                 * Jeffrey A. Denker                     Financial Officer);
                                                         Director

                                                       Assistant Treasurer
                  * Edward C. White                      (Principal Accounting
                                                         Officer)


                                                       
                                                   *By:                  /s/ JAMES W. BAEHREN
                                                                --------------------------------------
                                                                           James W. Baehren
                                                                           ATTORNEY-IN-FACT

                                                   

                                     II-37

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       OWENS-BRIGAM MEDICAL COMPANY,
                                                       A DELAWARE PARTNERSHIP
                                                       BY BRIGRAM VENTURES, INC., PARTNER

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            James W. Baehren
                                                            Title: Vice President and Secretary

                                                       By OI MEDICAL HOLDINGS, INC., PARTNER

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            James W. Baehren
                                                            Title: Vice President and Secretary



                                     II-38

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment no. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Toledo,
state of Ohio, on the 30th day of May, 2002.


                                                      
                                                       NHW AUBURN, LLC, A NEW YORK LIMITED LIABILITY
                                                       COMPANY
                                                       BY OWENS-BROCKWAY GLASS CONTAINER INC., SOLE
                                                       MEMBER

                                                       By:  /s/ JAMES W. BAEHREN
                                                            -----------------------------------------
                                                            Name: James W. Baehren
                                                            Title: Vice President and Secretary



                                     II-39

                                 EXHIBIT INDEX




       EXHIBIT
       NUMBER           EXHIBIT DESCRIPTION
       -------          -------------------
                     
        *3.1            Certificate of Incorporation of OI Glass Container Domestic
                        STS Inc., dated as of March 8, 1987

        *3.2            Certificate of Amendment of Certificate of Incorporation of
                        OI Glass Container Domestic STS Inc. Before Payment of
                        Capital, dated as of March 9, 1987

        *3.3            Certificate of Amendment of Certificate of Incorporation of
                        OI Glass Container Domestic STS Inc., dated as of April 8,
                        1987

        *3.4            Certificate of Change of Registered Agent and Registered
                        Office of Owens-Illinois Glass Container Inc., dated as of
                        May 26, 1988

        *3.5            Certificate of Merger of O-I Brockway Glass, Inc. into
                        Owens-Illinois Glass Container Inc., dated as of April 30,
                        1990

        *3.6            By-Laws of Owens-Brockway Glass Container Inc.

       **3.7            Certificate of Incorporation of ACI America, Inc., dated as
                        of January 14, 1982

       **3.8            Certificate of Amendment of Certificate of Incorporation of
                        ACI America Inc., dated as of March 18, 1983

       **3.8a           Certificate of Amendment of Certificate of Incorporation of
                        ACI America Holdings Inc., dated as of June 1, 1987

       **3.9            Certificate of Ownership and Merger Merging ACI America Inc.
                        into ACI America Holdings Inc., dated as of March 30, 1988

       **3.10           Certificate of Amendment of the Certificate of Incorporation
                        of ACI America Holdings Inc., dated as of March 29, 1990

       **3.10a          Certificate of Ownership and Merger Merging Koru Holdings
                        Inc. into ACI America Holdings, Inc., dated as of January
                        29, 1991

       **3.11           Certificate of Amendment of Certificate of Incorporation of
                        ACI America Holdings Inc., dated as of December 6, 1996

       **3.12           Articles of Incorporation of Anamed Corporation, dated as of
                        November 27, 1990

       **3.13           Certificate of Amendment of Articles of Incorporation of
                        Anamed Corporation, dated as of April 11, 1995

       **3.14           Articles of Merger of Simplex Medical Systems Inc. into
                        Anamed International, Inc., dated as of May 11, 1995

       **3.15           Articles of Merger of Lazer Circuits and Electronics, Inc.
                        into Anamed International, Inc., dated as of May 11, 1995

       **3.16           Articles of Merger of Moana Loa Medical, Inc. into Anamed
                        International, Inc., dated as of May 11, 1995

       **3.17           Articles of Incorporation of JMB Medical, Inc., dated as of
                        December 12, 1994

       **3.18           Articles of Merger of BriGam Medical, Inc. into JMB Medical,
                        Inc., dated as of February 13, 1995

       **3.19           Articles of Incorporation of BriGam, Inc., dated as of
                        September 19, 1985

       **3.20           Articles of Amendment to the Charter of BriGam, Inc., dated
                        as of February 28, 1986








       EXHIBIT
       NUMBER           EXHIBIT DESCRIPTION
       -------          -------------------
                     
       **3.21           Articles of Incorporation of BriGam Ventures, Inc., dated as
                        of September 14, 1993

       **3.22           Articles of Incorporation of Brockway Realty Corporation,
                        dated as of June 7, 1982

       **3.23           Certificate of Incorporation of Standard Container Export
                        Company, dated as of January 2, 1975

       **3.24           Certificate of Amendment of Certificate of Incorporation of
                        Standard Container Export Company, dated as of January 7,
                        1985

       **3.25           Amended and Restated Certificate of Incorporation of
                        Continental PET Technologies, Inc., dated as of April 13,
                        1994

       **3.26           Certificate of Incorporation of MARC Industries, Inc., dated
                        as of December 18, 1996

       **3.27           Articles of Incorporation of Martell Medical Products,
                        Incorporated, dated as of July 2, 1984

       **3.28           Articles of Organization of NHW Auburn, LLC, dated as of
                        March 27, 1996

       **3.29           Certificate of Change of NHW Auburn, LLC, dated as of
                        February 15, 2001

       **3.30           Certificate of Amendment of the Articles of Organization of
                        NHW Auburn, LLC, dated as of December 20, 1999

       **3.31           Certificate of Incorporation of OB Cal South Inc., dated as
                        of January 27, 1997

       **3.32           Certificate of Incorporation of OI AID STS Inc., dated as of
                        March 9, 1987

       **3.33           Certificate of Incorporation of OI Auburn Inc., dated as of
                        July 19, 1996

       **3.34           Certificate of Incorporation of OI Australia Inc., dated as
                        of April 16, 1998

       **3.35           Certificate of Incorporation of OI Brazil Closure Inc.,
                        dated as of April 27, 1998

       **3.36           Certificate of Incorporation of OB Cal North Inc., dated as
                        of January 27, 1997

       **3.37           Certificate of Amendment of Certificate of Incorporation of
                        OB Cal North Inc., dated as of February 22, 1999

       **3.38           Certificate of Incorporation of OI Castalia STS Inc., dated
                        as of March 9, 1987

       **3.39           Certificate of Incorporation of OI Consol STS Inc., dated as
                        of March 9, 1987

       **3.40           Certificate of Incorporation of OI Ecuador STS Inc., dated
                        as of March 9, 1987

       **3.41           Certificate of Incorporation of OI Europe & Asia Inc., dated
                        as of December 19, 1995

       **3.42           Certificate of Incorporation of OI General Finance Inc.,
                        dated as of April 19, 1993

       **3.43           Certificate of Incorporation of OI General FTS Inc., dated
                        as of March 6, 1987

       **3.44           Certificate of Incorporation of Health Care and Retirement
                        Corporation, dated as of March 6, 1987

       **3.45           Certificate of Amendment of Certificate of Incorporation of
                        Health Care and Retirement Corporation, dated as of August
                        29, 1991

       **3.46           Articles of Incorporation of O-I Care Centers, Inc., dated
                        as of April 4, 1985

       **3.47           Certificate of Amendment by Incorporators to Articles of
                        Incorporation of O-I Care Centers, Inc., dated as of June 5,
                        1985

       **3.48           Certificate of President and Secretary of O-I Holding
                        Company, Inc. showing Approval and Adoption of Agreement of
                        Merger, dated as of November 1, 1991








       EXHIBIT
       NUMBER           EXHIBIT DESCRIPTION
       -------          -------------------
                     
       **3.49           Certificate of Merger of O-I Holding Company of Bledsoe
                        County, O-1 Holding Company of Center, O-I Holding Company
                        of Clay County, O-I Holding Company of Fentress County, O-I
                        Holding Company of Macon County, O-I Holding Company of New
                        Boston, O-I Holding Company of Ormond Beach, O-I Holding
                        Company of Senatobia County, O-I Physicians & Surgeons
                        Holding Company, O-I Womens Hospital Holding Company into
                        O-I Holding Company, Inc., dated as of November 1, 1991

       **3.50           Certificate of Incorporation of OI Hungary Inc., dated as of
                        November 3, 1995

       **3.51           Certificate of Incorporation of OI International Holdings
                        Inc., dated as of December 9, 1998

       **3.52           Certificate of Incorporation of OI Levis Park STS Inc.,
                        dated as of March 9, 1987

       **3.53           Certificate of Incorporation of OI Medical Holdings Inc.,
                        dated as of June 10, 1997

       **3.54           Certificate of Amendment of Certificate of Incorporation of
                        OI Medical Holdings Inc., dated as of June 24, 1997

       **3.55           Certificate of Incorporation of OI Medical Inc., dated as of
                        September 14, 1993

       **3.56           Certificate of Incorporation of OI Peru STS Inc., dated as
                        of February 16, 1993

       **3.57           Certificate of Incorporation of OI Plastic Products FTS
                        Inc., dated as of March 6, 1987

       **3.58           Certificate of Incorporation of OI Poland Inc., dated as of
                        August 26, 1993

       **3.59           Certificate of Incorporation of OI Puerto Rico STS Inc.,
                        dated as of March 9, 1987

       **3.60           Certificate of Incorporation of OI Regioplast STS Inc.,
                        dated as of May 19, 1993

       **3.61           Certificate of Incorporation of OI Venezuela Plastic
                        Products Inc., dated as of November 18, 1998

       **3.62           Certificate of Incorporation of OIB Produvisa Inc., dated as
                        of November 2, 1987

       **3.63           Certificate of Incorporation of Overseas Finance Company,
                        dated as of December 28, 1989

       **3.64           Joint Venture Agreement of Owens-BriGam Medical Company,
                        dated as of September 21, 1993

       **3.65           Certificate of Incorporation of Owens-Brockway Glass
                        Container Trading Company, dated as of March 10, 1994

       **3.65a          Certificate of Correction filed to Correct a certain Error
                        in the Certificate of Incorporation of Owens-Brockway Glass
                        Container Trading Company filed in the Office of the
                        Secretary of State of State of Delaware on March 10, 1994,
                        dated as of March 14, 1994

       **3.66           Certificate of Incorporation of OI Glass Container FTS Inc.,
                        dated as of March 6, 1987

       **3.67           Certificate of Amendment of Certificate of Incorporation of
                        OI Glass Container FTS Inc., dated as of December 22, 1988

       **3.68           Certificate of Merger of OI United Glass FTS Inc. into
                        Owens-Brockway Packaging, Inc., dated as of April 27, 1989

       **3.69           Certificate of Merger of OI Santa Rita STS Inc., OI La Porta
                        STS Inc. and OI Kangar STS Inc. into Owens-Brockway
                        Packaging, Inc., dated as of April 30, 1990

       **3.70           Ethyl Development Corporation Restated Certificate of
                        Incorporation, dated as of January 28, 1970

       **3.71           Certificate of Reduction of Capital of Ethyl Development
                        Corporation, dated as of August 20, 1970








       EXHIBIT
       NUMBER           EXHIBIT DESCRIPTION
       -------          -------------------
                     
       **3.72           Certificate of Ownership and Merger Merging Ethyl
                        Netherlands, Inc. into Ethyl Development Corporation, dated
                        as of April 8, 1971

       **3.73           Certificate of Amendment of Certificate of Incorporation of
                        Ethyl Development Corporation, dated as of June 4, 1984

       **3.74           Certificate of Merger of Brockway Plastics, Inc. into
                        Brockway Imco, Inc., dated as of June 28, 1985

       **3.75           Certificate of Amendment of Certificate of Incorporation of
                        Brockway Plastics, Inc., dated as of July 18, 1988

       **3.76           Certificate of Correction filed to Correct a certain error
                        in the Certificate of Amendment of O-I Brockway Plastics
                        Inc. filed in the Office of the Secretary of State of
                        Delaware on July 18, 1988, dated as of September 14, 1988

       **3.77           Certificate of Ownership Merging IMCO Service Corporation
                        into O-I Brockway Plastics, Inc., dated as of July 3, 1990

       **3.78           Certificate of Merger of Owens-Illinois Plastic Products
                        Inc. into O-I Brockway Plastics, Inc., dated as of December
                        27, 1994

       **3.79           Certificate of Merger of OI Dougherty STS Inc. into O-I
                        Brockway Plastics, Inc., dated as of December 27, 1994

       **3.80           Certificate of Merger of OI Treitler STS Inc. into O-I
                        Brockway Plastics, Inc., dated as of December 27, 1994

       **3.81           Certificate of Ownership and Merger Merging DBC, Inc. into
                        O-I Brockway Plastics, Inc., dated as of December 27, 1994

       **3.82           Certificate of Amendment of Certificate of Incorporation of
                        O-I Brockway Plastics Inc., dated as of January 5, 1995

       **3.83           Certificate of Ownership and Merger Merging Treitler-Owens,
                        Inc. into Owens-Brockway Plastic Products Inc., dated as of
                        December 21, 1995

       **3.84           Certificate of Incorporation of OI Closure STS Inc., dated
                        as of March 9, 1987

       **3.85           Certificate of Amendment of Certificate of Incorporation of
                        OI Closure STS Inc., dated as of April 9, 1987

       **3.86           Certificate of Merger of Specialty Packaging Products, Inc.
                        into Owens-Illinois Closure Inc., dated as of January 4,
                        1993

       **3.87           Certificate of Merger of OI US Capital STS Inc. into
                        Owens-Illinois Closure Inc., dated as of December 28, 1993

       **3.88           Certificate of Ownership and Merger Merging U.S. Cap &
                        Closure Inc. into Owens-Illinois Closure Inc., dated as of
                        December 28, 1993

       **3.89           Certificate of Incorporation of OI General STS Inc., dated
                        as of March 9, 1987

       **3.90           Certificate of Amendment of Certificate of Incorporation of
                        OI General STS Inc., dated as of April 9, 1987

       **3.91           Certificate of Merger of Owens-Illinois Inter-America
                        Corporation into Owens-Illinois General Inc., dated as of
                        September 28, 1990

       **3.92           Certificate of Merger of OI UMI STS Inc. and OI MVCURC STS
                        Inc. into Owens-Illinois General Inc., dated as of April 30,
                        1996








       EXHIBIT
       NUMBER           EXHIBIT DESCRIPTION
       -------          -------------------
                     
       **3.93           Certificate of Merger of Owens-Illinois Leasing Inc. into
                        Owens-Illinois General Inc., dated as of December 26, 2000

       **3.94           Certificate of Ownership and Merger Merging Maumee Valley
                        Community Urban Redevelopment Corporation into
                        Owens-Illinois General Inc., dated as of May 29, 1996

       **3.95           Certificate of Incorporation of OII Group, Inc., dated as of
                        March 10, 1987

       **3.96           Certificate of Amendment of Certificate of Incorporation of
                        OII Group, Inc., dated as of March 24, 1987

       **3.97           Certificate of Ownership Merging OIB Consumers Glass Inc.
                        into Owens-Illinois Group, Inc., dated as of June 29, 1990

       **3.98           Certificate of Ownership and Merger Merging OIB Finance FTS
                        Inc. into Owens-Illinois Group, Inc., dated as of December
                        30, 1991

       **3.99           Certificate of Incorporation of OI Prescription Products STS
                        Inc., dated as of March 9, 1987

       **3.100          Certificate of Amendment of Certificate of Incorporation of
                        OI Prescription Products STS Inc., dated as of April 9, 1987

       **3.101          Certificate of Merger of OI Schott STS Inc. into
                        Owens-Illinois Prescription Products Inc., dated as of
                        December 27, 1994

       **3.102          Certificate of Incorporation of Dougherty Brothers Company
                        Puerto Rico, Inc., dated as of February 23, 1984

       **3.103          Certificate of Name Change of Owens-Illinois Specialty
                        Products Puerto Rico, Inc., dated as of September 26, 1988

       **3.104          Articles of Incorporation of Product Designing, Inc., dated
                        as of December 31, 1954

       **3.105          Articles of Amendment of Articles of Incorporation or
                        Certificate of Incorporation of Product Designing, Inc.,
                        dated as of January 18, 1955

       **3.106          Certificate of Restated Articles of Incorporation of Product
                        Design & Engineering, Inc., dated as of November 30, 1960

       **3.107          Certificate of Amendment of Articles of Incorporation of
                        Product Design & Engineering, Inc., dated as of December 12,
                        1985

       **3.108          Certificate of Merger of PDE Acquisition Corp. into Product
                        Design & Engineering, Inc., dated as of December 26, 1986

       **3.109          Certificate of Incorporation of SeaGate, Inc., dated as of
                        October 25, 1979

       **3.110          Certificate of Amendment of Articles of Incorporation of
                        SeaGate, Inc., dated as of September 2, 1982

       **3.111          Articles of Incorporation of SeaGate II, Inc., dated as of
                        December 15, 1999

       **3.112          Articles of Incorporation of SeaGate III, Inc., dated as of
                        December 15, 1999

       **3.113          Certificate of Incorporation of Specialty Packaging
                        Licensing Company, dated as of November 15, 1985

       **3.114          Articles of Incorporation of Universal Materials, Inc.,
                        dated as of November 2, 1981

       **3.115          Certificate of Adoption of Amended of Articles of
                        Incorporation of Universal Materials, Inc., dated as of June
                        7, 1982

       **3.116          Certificate of Adoption of Amended of Articles of
                        Incorporation of Universal Materials, Inc., dated as of July
                        22, 1982








       EXHIBIT
       NUMBER           EXHIBIT DESCRIPTION
       -------          -------------------
                     
       **3.117          Form of Bylaws for ACI America Holdings Inc., Brockway
                        Research, Inc., Continental PET Technologies, Inc., MARC
                        Industries, Inc., OB Cal South Inc., OI AID STS Inc., OI
                        Auburn Inc., OI Australia Inc., OI Brazil Closure Inc., OI
                        California Containers Inc., OI Castalia STS Inc., OI Consol
                        STS Inc., OI Ecuador STS Inc., OI Europe & Asia Inc., OI
                        General Finance Inc., OI General FTS Inc., O-I Health Care
                        Holding Corp., OI Hungary Inc., OI International
                        Holdings Inc., OI Levis Park STS Inc., OI Medical
                        Holdings Inc., OI Medical Inc., OI Peru STS Inc., OI Plastic
                        Products FTS Inc., OI Poland Inc., OI Puerto Rico STS Inc.,
                        OI Regioplast STS Inc., OI Venezuela Plastic Products Inc.,
                        OI Produvisa Inc., Overseas Finance Company, Owens-Brockway
                        Glass Container Trading Company, Owens-Brockway
                        Packaging, Inc., Owens-Brockway Plastic Products Inc.,
                        Owens-Illinois Closure Inc., Owens-Illinois General Inc.,
                        Owens-Illinois Group, Inc. and Owens-Illinois Prescription
                        Products Inc., and Specialty Packaging Licensing Company

       **3.118          Form of Bylaws for O-I Holding Company, Inc.,
                        SeaGate, Inc., SeaGate II, Inc., SeaGate III, Inc. and
                        Universal Materials, Inc.

       **3.119          Form of Bylaws for BriGam Medical, Inc., BriGam, Inc. and
                        BriGam Ventures, Inc.

       **3.120          Bylaws of Brockway Realty Corporation

       **3.121          Bylaws of Martell Medical Products, Incorporated

       **3.122          Bylaws of Owens-Illinois Specialty Products Puerto Rico,
                        Inc.

       **3.123          Bylaws of Product Design & Engineering, Inc.

       **3.124          Bylaws of NHW Auburn, LLC

       **3.125          Bylaws of Anamed International, Inc.

        *4.1            Indenture, dated as of January 24, 2002, among the Company,
                        the Guarantors (as defined therein) and U.S. Bank National
                        Association, as Trustee

        *4.2            First Supplemental Indenture, dated as of January 24, 2002,
                        among the Company, the Guarantors (as defined therein) and
                        U.S. Bank National Association, as Trustee

         4.3            Indenture, dated as of May 15, 1997, between Owens-Illinois,
                        Inc. and The Bank of New York, as Trustee (filed as
                        Exhibit 4.1 to the Owens-Illinois Group, Inc. Form 8-K dated
                        May 16, 1997, File No. 1-9576, and incorporated herein by
                        reference)

         4.4            Officers' Certificate, dated May 16, 1997, establishing the
                        terms of the 7.85% Senior Notes due 2004; including the Form
                        of 7.85% Senior Note due 2004 (filed as Exhibits 4.2
                        and 4.4, respectively, to the Owens-Illinois, Inc.
                        Form 8-K dated May 16, 1997, File No. 1-9576, and
                        incorporated herein by reference)

         4.5            Officers' Certificate, dated May 16, 1997, establishing the
                        terms of the 8.10% Senior Notes due 2007; including the Form
                        of 8.10% Senior Note due 2007 (filed as Exhibits 4.3
                        and 4.5, respectively, to the Owens-Illinois, Inc.
                        Form 8-K dated May 16, 1997, File No. 1-9576, and
                        incorporated herein by reference)

         4.6            Supplemental Indenture, dated as of June 26, 2001 among
                        Owens-Illinois, Inc., Owens-Illinois Group, Inc.,
                        Owens-Brockway Packaging, Inc. and The Bank of New York, as
                        Trustee (May 15, 1997 Indenture) (filed as Exhibit 4.2 to
                        Owens-Illinois, Inc.'s Quarterly Report on Form 10-Q for the
                        quarter ended September 30, 2001, File No. 1-9576, and
                        incorporated herein by reference)

         4.7            Indenture, dated as of May 20, 1998, between Owens-Illinois,
                        Inc. and The Bank of New York, as Trustee (filed as
                        Exhibit 4.1 to the Owens-Illinois, Inc. Form 8-K dated
                        May 20, 1998, File No. 1-9576, and incorporated herein by
                        reference)








       EXHIBIT
       NUMBER           EXHIBIT DESCRIPTION
       -------          -------------------
                     
         4.8            Officers' Certificate, dated May 20, 1998, establishing the
                        terms of the 7.15% Senior Notes due 2005; including the Form
                        of 7.15% Senior Note due 2005 (filed as Exhibits 4.2
                        and 4.6, respectively, to the Owens-Illinois, Inc.
                        Form 8-K dated May 20, 1998, File No. 1-9576, and
                        incorporated herein by reference)

         4.9            Officers' Certificate, dated May 20, 1998, establishing the
                        terms of the 7.35% Senior Notes due 2008; including the Form
                        of 7.35% Senior Note due 2008 (filed Exhibits 4.3 and 4.7,
                        respectively, to the Owens-Illinois, Inc. Form 8-K dated
                        May 20, 1998, File No. 1-9576, and incorporated herein by
                        reference)

         4.10           Officers' Certificate, dated May 20, 1998, establishing the
                        terms of the 7.50% Senior Notes due 2010; including the Form
                        of 7.50% Senior Note due 2010 (filed as Exhibits 4.4
                        and 4.8, respectively, to the Owens-Illinois, Inc.
                        Form 8-K dated May 20, 1998, File No. 1-9576, and
                        incorporated herein by reference)

         4.11           Officers' Certificate, dated May 20, 1998, establishing the
                        terms of the 7.80% Senior Notes due 2018; including the Form
                        of 7.80% Senior Note due 2018 (filed as Exhibits 4.5
                        and 4.9, respectively, to the Owens-Illinois, Inc.
                        Form 8-K filed May 20, 1998, File No. 1-9576, and
                        incorporated herein by reference)

         4.12           Supplemental Indenture, dated as of June 26, 2001 among
                        Owens-Illinois, Inc., Owens-Illinois Group, Inc.,
                        Owens-Brockway Packaging, Inc. and The Bank of New York, as
                        Trustee (May 20, 1998 Indenture) (filed as Exhibit 4.1 to
                        Owens-Illinois, Inc.'s Quarterly Report on Form 10-Q for the
                        quarter ended September 30, 2001, File No. 1-9576, and
                        incorporated herein by reference)

         4.13           Secured Credit Agreement, dated as of April 23, 2001, by and
                        among the Borrowers named therein, Owens-Illinois Group,
                        Inc. and Owens-Illinois General, Inc., as Borrower's Agent,
                        Deutsche Banc Alex. Brown and Banc of America Securities,
                        LLC, as Joint Lead Arrangers and Joint Book Managers,
                        Deutsche Bank AG, London Branch, as UK Administrative Agent,
                        Bankers Trust Company, as Administrative Agent, and the
                        other Agents and the other Lenders named therein (filed as
                        Exhibit 4.1 to Owens-Illinois, Inc.'s Quarterly Report on
                        Form 10-Q for the quarter ended March 31, 2001, File
                        No. 1-9576, and incorporated herein by reference)

        *4.14           First Amendment to Secured Credit Agreement and Consent,
                        dated as of December 31, 2001, by and among the Borrowers
                        named therein, Owens-Illinois Group, Inc. and Owens-
                        Illinois General, Inc., as Borrowers' Agent, the lenders
                        listed therein and Bankers Trust Company, as Administrative
                        Agent and Collateral Agent

         4.15           Intercreditor Agreement, dated as of April 23, 2001, by and
                        among Bankers Trust Company, as administrative agent for the
                        lenders party to the Credit Agreement (as defined therein)
                        and Bankers Trust Company, as Collateral Agent (as defined
                        therein) and any other parties thereto (filed as
                        Exhibit 4.4 to Owens-Illinois, Inc.'s Quarterly Report on
                        Form 10-Q for the quarter ended September 31, 2001, File
                        No. 1-9576, and incorporated herein by reference)

        *4.16           First Amendment to Intercreditor Agreement, dated as of
                        January 24, 2002, by and among Bankers Trust Company, as
                        administrative agent for the lenders party to the Credit
                        Agreement (as defined therein) and Bankers Trust Company, as
                        Collateral Agent

         4.17           Pledge Agreement, dated as of April 23, 2001, between
                        Owens-Illinois Group, Inc., Owens-Brockway Packaging, Inc.,
                        and Bankers Trust Company, as Collateral Agent (as defined
                        therein) and any other parties thereto (filed as
                        Exhibit 4.3 to Owens-Illinois, Inc.'s Quarterly Report on
                        Form 10-Q for the quarter ended September 30, 2001, File
                        No. 1-9576, and incorporated herein by reference)








       EXHIBIT
       NUMBER           EXHIBIT DESCRIPTION
       -------          -------------------
                     
        *4.18           First Amendment to Pledge Agreement, dated as of
                        January 24, 2002, by and among Owens-Illinois Group, Inc.,
                        Owens-Brockway Packaging Inc., Bankers Trust Company, as
                        Collateral Agent (as defined therein) and Bankers Trust
                        Company, as administrative agent

        *4.19           Security Agreement, dated as of April 23, 2001, between
                        Owens-Illinois Group, Inc., each of the direct and indirect
                        subsidiaries of Owens-Illinois Group, Inc. signatory thereto
                        and Bankers Trust Company, as Collateral Agent (as defined
                        therein)

        *4.20           First Amendment to Security Agreement, dated as of
                        January 24, 2002, between Owens-Illinois Group, Inc., each
                        of the direct and indirect subsidiaries of Owens-Illinois
                        Group, Inc. signatory thereto and Bankers Trust Company, as
                        Collateral Agent (as defined therein)

        *4.21           Registration Rights Agreement, dated as of January 24, 2002,
                        between Owens-Brockway Glass Container Inc, the Guarantors
                        (as defined therein) and Banc of America Securities LLC
                        Goldman, Sachs & Co., Deutsche Banc Alex. Brown Inc., Morgan
                        Stanley & Co. Incorporated and Scotia Capital (USA) Inc.

         4.22           Second Amendment to Secured Credit Agreement dated as of
                        April 19, 2002 (filed as Exhibit 4.1 to Owens-Illinois,
                        Inc.'s Quarterly Report on Form 10-Q for the quarter ended
                        March 31, 2002, File No. I-9576, and incorporated herein by
                        reference)

        *5.1            Opinion of Latham & Watkins

        *5.2            Opinion of James W. Baehren

        10.1            Amended and Restated Owens-Illinois Supplemental Retirement
                        Benefit Plan (filed as Exhibit 10.1 to Owens-Illinois,
                        Inc.'s Quarterly Report on Form 10-Q for the quarter ended
                        June 30, 1998, File No. 1-9576, and incorporated herein by
                        reference)

        10.2            First Amendment to Amended and Restated Owens-Illinois
                        Supplemental Retirement Benefit Plan (filed as Exhibit 10.3
                        to Owens-Illinois, Inc.'s Annual Report on Form 10-K for the
                        year ended December 31, 2000, File No. 1-9576, and
                        incorporated herein by reference)

        10.3            Form of Employment Agreement between Owens-Illinois, Inc.
                        and various Employees (filed as Exhibit 10(m) to
                        Owens-Illinois, Inc.'s Annual Report on Form 10-K for the
                        year ended December 31, 1987, File No. 1-9576, and
                        incorporated herein by reference)

        10.4            Stock Option Plan for Directors of Owens-Illinois, Inc.
                        (filed as Exhibit 4.3 to Owens-Illinois, Inc.'s Form S-8,
                        File No. 33-57141, and incorporated herein by reference)

        10.5            First Amendment to Stock Option Plan for Directors of
                        Owens-Illinois, Inc. (filed as Exhibit 10.10 to
                        Owens-Illinois, Inc.'s Annual Report on Form 10-K for the
                        year ended December 31, 1995, File No. 1-9576, and
                        incorporated herein by reference)

        10.6            Form of Non-Qualified Stock Option Agreement for use under
                        the Stock Option Plan for Directors of Owens-Illinois, Inc.
                        (filed as Exhibit 4.4 to Owens-Illinois, Inc.'s Form S-8,
                        File No. 33-57141, and incorporated herein by reference)

        10.7            Second Amended and Restated Stock Option Plan for Key
                        Employees of Owens-Illinois, Inc. (filed as Exhibit 10.20 to
                        Owens-Illinois, Inc.'s Annual Report on Form 10-K for the
                        year ended December 31, 1994, File No. 1-9576, and
                        incorporated herein by reference)

        10.8            First Amendment to Second Amended and Restated Stock Option
                        Plan for Key Employees of Owens-Illinois, Inc. (filed as
                        Exhibit 10.13 to Owens-Illinois, Inc.'s Annual Report on
                        Form 10-K for the year ended December 31, 1995, File
                        No. 1-9576, and incorporated herein by reference)







       EXHIBIT
       NUMBER           EXHIBIT DESCRIPTION
       -------          -------------------
                     
        10.9            Second Amendment to Second Amended and Restated Stock Option
                        Plan for Key Employees of Owens-Illinois, Inc. (filed as
                        Exhibit 10.1 to Owens-Illinois, Inc.'s Quarterly Report on
                        Form 10-Q for the quarter ended June 30, 1997, File
                        No. 1-9576, and incorporated herein by reference)

        10.10           Third Amendment to Second Amended and Restated Stock Option
                        Plan for Key Employees of Owens-Illinois, Inc. (filed as
                        Exhibit 10.1 to Owens-Illinois, Inc.'s Quarterly Report on
                        Form 10-Q for the quarter ended September 30, 2000, File
                        No. 1-9576, and incorporated herein by reference)

        10.11           Form of Non-Qualified Stock Option Agreement for use under
                        the Amended and Restated Stock Option Plan for Key Employees
                        of Owens-Illinois, Inc. (filed as Exhibit 10.21 to
                        Owens-Illinois, Inc.'s Annual Report on Form 10-K for the
                        year ended December 31, 1994, File No. 1-9576, and
                        incorporated herein by reference)

        10.12           Amended and Restated Owens-Illinois, Inc. Senior Management
                        Incentive Plan (filed as Exhibit 10.15 to Owens-Illinois,
                        Inc.'s Annual Report on Form 10-K for the year ended
                        December 31, 1993, File No. 1-9576, and incorporated herein
                        by reference)

        10.13           First Amendment to Amended and Restated Owens-Illinois, Inc.
                        Senior Management Incentive Plan (filed as Exhibit 10.19 to
                        Owens-Illinois, Inc.'s Annual Report on Form 10-K for the
                        year ended December 31, 1995, File No. 1-9576, and
                        incorporated herein by reference)

        10.14           Second Amendment to Amended and Restated Owens-Illinois,
                        Inc. Senior Management Incentive Plan (filed as
                        Exhibit 10.2 to Owens-Illinois, Inc.'s Quarterly Report on
                        Form 10-Q for the quarter ended June 30, 1997, File
                        No. 1-9576, and incorporated herein by reference)

        10.15           Third Amendment to Amended and Restated Owens-Illinois, Inc.
                        Senior Management Incentive Plan (filed as Exhibit 10.3 to
                        Owens-Illinois, Inc.'s Quarterly Report on Form 10-Q for the
                        quarter ended June 30, 1997, File No. 1-9576, and
                        incorporated herein by reference)

        10.16           Amended and Restated Owens-Illinois, Inc. Performance Award
                        Plan (filed as Exhibit 10.16 to Owens-Illinois, Inc.'s
                        Annual Report on Form 10-K for the year ended December 31,
                        1993, File No. 1-9576, and incorporated herein by reference)

        10.17           First Amendment to Amended and Restated Owens-Illinois, Inc.
                        Performance Award Plan (filed as Exhibit 10.4 to
                        Owens-Illinois, Inc.'s Quarterly Report on Form 10-Q for the
                        quarter ended June 30, 1997, File No. 1-9576, and
                        incorporated herein by reference)

        10.18           Owens-Illinois, Inc. Directors Deferred Compensation Plan
                        (filed as Exhibit 10.26 to Owens-Illinois, Inc.'s Annual
                        Report on Form 10-K for the year ended December 31, 1995,
                        File No. 1-9576, and incorporated herein by reference)

        10.19           First Amendment to Owens-Illinois, Inc. Directors Deferred
                        Compensation Plan (filed as Exhibit 10.27 to Owens-Illinois,
                        Inc.'s Annual Report on Form 10-K for the year ended
                        December 31, 1995, File No. 1-9576, and incorporated herein
                        by reference)

        10.20           Second Amendment to Owens-Illinois, Inc. Directors Deferred
                        Compensation Plan (filed as Exhibit 10.2 to Owens-Illinois,
                        Inc.'s Quarterly Report on Form 10-Q for the quarter ended
                        March 31, 1997, File No. 1-9576, and incorporated herein by
                        reference)

        10.21           Amended and Restated 1997 Equity Participation Plan of
                        Owens-Illinois, Inc. (filed as Exhibit 10.1 to
                        Owens-Illinois, Inc.'s Quarterly Report on Form 10-Q for the
                        quarter ended June 30, 1999, File No. 1-9576, and
                        incorporated herein by reference)







       EXHIBIT
       NUMBER           EXHIBIT DESCRIPTION
       -------          -------------------
                     
        10.22           Form of Non-Qualified Stock Option Agreement for use under
                        the Amended and Restated 1997 Equity Participation Plan of
                        Owens-Illinois, Inc. (filed as Exhibit 4.3 to
                        Owens-Illinois, Inc.'s Form S-8, File No. 333-47691, and
                        incorporated herein by reference)

        10.23           Form of Restricted Stock Agreement for use under the Amended
                        and Restated 1997 Equity Participation Plan of
                        Owens-Illinois, Inc. (filed as Exhibit 4.4 to
                        Owens-Illinois, Inc.'s Form S-8, File No. 333-47691, and
                        incorporated herein by reference)

        10.24           Form of Restricted Stock Agreement for use under the Amended
                        and Restated 1997 Equity Participation Plan of
                        Owens-Illinois, Inc. (filed as Exhibit 10.2 to
                        Owens-Illinois, Inc.'s Quarterly report on Form 10-Q for the
                        quarter ended June 30, 1999, File No. 1-9576, and
                        incorporated herein by reference)

        10.25           Amendment to Form of Restricted Stock Agreement for use
                        under the Amended and Restated 1997 Equity Participation
                        Plan of Owens-Illinois, Inc. (filed as Exhibit 10.31 to
                        Owens-Illinois, Inc.'s Annual Report on Form 10-K for the
                        year ended December 31, 2001, and incorporated herein by
                        reference)

        10.26           Form of Phantom Stock Agreement for use under the Amended
                        and Restated 1997 Equity Participation Plan of
                        Owens-Illinois, Inc. (filed as Exhibit 10.3 to
                        Owens-Illinois, Inc.'s Quarterly Report on Form 10-Q for the
                        quarter ended June 30, 1999, File No. 1-9576, and
                        incorporated herein by reference)

        10.27           Amendment to the Phantom Stock Agreement (filed as
                        Exhibit 10.33 to Owens-Illinois, Inc.'s Annual Report on
                        Form 10-K for the year ended December 31, 2001, and
                        incorporated herein by reference)

        10.28           Owens-Illinois, Inc. Executive Life Insurance Plan (filed as
                        Exhibit 10.1 to Owens-Illinois, Inc.'s Quarterly Report on
                        Form 10-Q for the quarter ended March 31, 2000, File
                        No. 1-9576, and incorporated herein by reference)

        10.29           Owens-Illinois, Inc. Death Benefit Only Agreement (filed as
                        Exhibit 10.2 to Owens-Illinois, Inc.'s Quarterly Report on
                        Form 10-Q for the quarter ended March 31, 2000, File
                        No. 1-9576, and incorporated herein by reference)

        10.30           Owens-Illinois, Inc. Executive Deferred Savings Plan (filed
                        as Exhibit 10.1 to Owens-Illinois, Inc.'s Quarterly Report
                        on Form 10-Q for the quarter ended September 30, 2001, File
                        No. 1-9576, and incorporated herein by reference)

        10.31           Second Amendment to Amended and Restated Owens-Illinois
                        Supplemental Retirement Benefit Plan (filed as Exhibit 10.1
                        to Owens-Illinois, Inc.'s Quarterly Report on Form 10-Q for
                        the quarter ended March 31, 2002, File No. I-9576, and
                        incorporated herein by reference)

      **12.1            Statement of Computation of Ratios

       *21.1            Subsidiaries of the Registrants

       *23.1            Consent of Latham & Watkins (included in Exhibit 5.1)

       *23.2            Consent of James W. Baehren (included in Exhibit 5.2)

      **23.3            Consent of Ernst & Young LLP

       *24.1            Power of Attorney (including those filed herein as Part II
                        pages)

       *25.1            Statement of Eligibility under the Trust Indenture Act of
                        1939 of U.S. Bank National Association (Form T-1)

       *99.1            Letter of Transmittal with Respect to the Exchange Offer








       EXHIBIT
       NUMBER           EXHIBIT DESCRIPTION
       -------          -------------------
                     
       *99.2            Notice of Guaranteed Delivery with Respect to the Exchange
                        Offer

       *99.3            Letter to DTC Participants Regarding the Exchange Offer

       *99.4            Letter to Beneficial Holders Regarding the Exchange Offer

       *99.5            Guidelines for Certification of Taxpayer Identification
                        Number on Substitute Form W-9



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


  * - Previously filed.



 ** - Filed herewith.

EX-3.7

                                                                     EXHIBIT 3.7

                                                                          [SEAL]

                          CERTIFICATE OF INCORPORATION

                                       OF

                                ACI AMERICA, INC.

          FIRST:  The name of the Corporation is ACI America, Inc.

          SECOND:  The Corporation's registered office in Delaware is at 100
West Tenth Street, Wilmington, Delaware 19801, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.

          THIRD:  The nature of the business of the Corporation and its purpose
is to engage, directly or indirectly, in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware,
whether alone, with others through wholly or partially owned subsidiaries, as a
partner (limited or general) in any partnership, as a joint venturer in any
joint venture or otherwise; and in general, to perform any and all acts
connected with, arising from or incidental to any business carried on by the
Corporation, and to do all acts necessary, proper or convenient to accomplish
its purposes.

          The Corporation shall be authorized to exercise and enjoy all powers,
rights and privileges conferred upon corporations by the laws of the State of
Delaware as in force from time to time.



          FOURTH:  The total number of shares of stock which the Corporation
shall have the authority to issue is one thousand (1,000) shares of Common
Stock, without par value.

          FIFTH:  The name and mailing address of the incorporator is as
follows:

          Name                       Mailing Address
          ----                       ---------------

          Louis Begley               299 Park Avenue
                                     New York, New York 10171

          SIXTH:  The following provisions relate to the management of the
business and the conduct of the affairs of the Corporation, and are inserted for
the purpose of creating, defining, limiting and regulating the powers of the
Corporation and its directors and stockholders;

          (a) The number of directors of the Corporation shall be fixed and may
be altered from time to time and vacancies in the Board of Directors (including
new directorships) may be filled and directors may be removed as provided in the
By-Laws. The election of directors may be conducted in any way approved by the
stockholders or directors, if the By-Laws so provide, at the time at which the
election is held and need not be by ballot.

          (b) The stockholders and the directors shall have the power, if the
By-Laws so provide, to hold their respective meetings within or without the
State of Delaware; the Corporation may have one or more offices within or
without the State of Delaware and may (except as otherwise required by statute)
keep its books outside the State of Delaware, at such places as from time to
time may be designated by the By-Laws or the Board of Directors.

          (c) The Board of Directors may authorize and cause to be executed
mortgages, deeds of trust, pledges and liens upon the real and personal property
of the Corporation, without limitation as to amount or otherwise.



          (d) The Board of Directors shall have the power to make, alter, amend
or repeal the By-Laws of the Corporation except to the extent that the By-Laws
otherwise provide.

          (e) The Board of Directors may determine, from time to time, the
amount of compensation which shall be paid to its members. The Board shall also
have power, in its discretion, to provide for and to pay directors rendering
services to the Corporation in addition to their usual and customary duties as
directors, special compensation appropriate to the value of such services as
determined by the Board of Directors from time to time.

          (f) All corporate powers and authority of the Corporation (except as
at the time otherwise provided by statute, by this Certificate of Incorporation
or by the By-Laws) shall be vested in and exercised by the Board of Directors.

          SEVENTH:  The Corporation shall, to the extent required, and may, to
the extent permitted, by Section 145 of the Delaware General Corporation Law, as
amended from time to time, indemnify and reimburse all persons whom it may
indemnify and reimburse pursuant thereto.

          EIGHT:  The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation from time to
time and at any time in the manner now or hereafter prescribed by the law of the
State of Delaware, and all rights conferred upon stockholders herein, are
granted subject to this reservation.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for
the purpose of forming a corporation in pursuance of the General Corporation Law
of the State of

                                        3


Delaware, do make and file this Certificate, hereby declaring and certifying,
under the penalties of perjury, that the facts herein stated are true, and
accordingly have hereunto set my hand this 11th day of January, 1982.

                                                        /s/ Louis Begley
                                                     --------------------------

                                        4


STATE OF NEW YORK  )
                   )    ss.:
COUNTY OF NEW YORK )

          BE IT REMEMBERED, that on this 11th day of January 1982, personally
came before me Anastasia Krause, a Notary Public for the State of New York,
Louis Begley the party to the foregoing Certificate of Incorporation, known to
me personally to be such, and acknowledged the said Certificate to be his act
and deed and that the facts therein stated are true.

          GIVEN under my hand and seal of office the day and year aforesaid.

                                                       /s/ Anastasia Krause
                                                     ---------------------------
                                                            Notary Public

                                                                          [SEAL]

                                        5

EX-3.8

                                                                     EXHIBIT 3.8

                                                                          [SEAL]

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                ACI AMERICA, INC.

                         Pursuant to Section 242 of the
                General Corporation Law of the State of Delaware
                ------------------------------------------------

          ACI America, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies as follows:

          1. Article FIRST of the Certificate of Incorporation of the
Corporation is hereby amended to read in its entirety as follows:

          "FIRST:  The name of the Corporation is ACI America Holdings Inc."

          2. The amendment herein set forth has been duly adopted in accordance
with the provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.

          IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by its President and attested by its Secretary this 16th day of March,
1983.

                                                     ACI AMERICA, INC.

                                                     /s/ Louis Begley
                                                     ---------------------------
                                                                       President

Attest:

/s/ [ILLEGIBLE]
- -------------------------
                Secretary




                                                                  EXHIBIT 3.8a

                                                                          [SEAL]

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                            ACI AMERICA HOLDINGS INC.

                         Pursuant to Section 242 of the
                General Corporation Law of the State of Delaware
                ------------------------------------------------

          ACI America Holdings Inc., a corporation existing and organized under
the General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies as follows:

          1. Article FOURTH of the Certificate of Incorporation of the
Corporation is hereby amended to read in its entirety as follows:

          "FOURTH: The total number of shares of stock which the Corporation
shall have the authority to issue is two thousand four hundred (2,400) shares of
Common Stock, without par value."

          2. The amendment herein set forth has been duly adopted in accordance
with the provisions of Section 242 and 228 of the General Corporation Law of the
State of Delaware.

          IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by its President and attested by its Secretary this 31 day of March,
1987.

                                                     ACI AMERICA HOLDINGS INC.

                                                     /s/ Huw G. Davies
                                                     ---------------------------
                                                                       President

Attest:

/s/ R. M. Watson
- --------------------
           Secretary

EX-3.9

                                                                     EXHIBIT 3.9

                                                                          [SEAL]

                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                                ACI AMERICA INC.

                                      INTO

                            ACI AMERICA HOLDINGS INC.

                                 March 31, 1988

     Huw G. Davies and R. M. Watson certify that they are the President and the
Secretary respectively of ACI America Holdings Inc., a Delaware corporation, and
further certify that:

     1. As of this date, ACI America Holdings Inc. owns 100% of the outstanding
stock of ACI America Inc., a California corporation, incorporated on January 14,
1982.

     2. The following resolution was adopted by the Board of Directors of ACI
America Holdings Inc.;

     WHEREAS, ACI America Holdings Inc., a Delaware corporation, owns 100% of
the outstanding shares of ACI America, Inc., a California corporation; and

     WHEREAS, ACI America Holdings Inc. is effecting a simplification of its
legal structure in accordance with the recommended plan set forth in the Written
Consent of Board of Directors of this corporation dated March 31, 1988, and
pursuant thereto it is deemed to be in the best interest of this corporation to
effect a merger into this corporation of ACI America Inc.

     NOW, THEREFORE, BE IT RESOLVED, that ACI America Inc., a California
corporation, be merged into this corporation pursuant to Section 253 of General
Corporation Law of Delaware and Section 1110 of the California Corporations
Code, effective on the close of business on March 31, 1988;

     RESOLVED, FURTHER, that this corporation hereby assumes all of the
liabilities and obligations of ACI America Inc. on the close of business on
March 31, 1988;

     RESOLVED FURTHER, that the officers of this corporation are hereby directed
to do all acts and to execute, verify, and file all documents necessary to
effectuate the merger into this corporation of ACI America Inc. pursuant to the
applicable laws of the States of Delaware and California.



     3. Said resolution was adopted by unanimous written consent of the Board of
Directors of this corporation as of the date first written above.

     Each of the undersigned declare under penalty of perjury that the facts
stated in the above certificate are true of his own knowledge, that this
certificate is the act and deed of ACI America Holdings Inc. and that this
declaration was executed on March 31, 1988, at Memphis, Tennessee.

                                                     /s/ Huw G. Davies
                                                     ---------------------------
                                                     Huw G. Davies, President

                                           ATTEST:   /s/ R. M. Watson
                                                     ---------------------------
                                                     R. M. Watson, Secretary

EX-3.10

                                                                    EXHIBIT 3.10

                                                                          [SEAL]

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                            ACI AMERICA HOLDINGS INC.

                         Pursuant to Section 242 of the
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

          ACI America Holdings Inc., a corporation existing and organized under
the General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies as follows:

     1.   Article FOURTH of the Certificate of Incorporation of the Corporation
is hereby amended to read in its entirety as follows:

     "FOURTH: The total number of shares of stock which the Corporation shall
     have the authority to issue is four thousand sixty-two (4,062) shares of
     Common Stock, without par value.:

     2.   The amendment herein set forth has been duly adopted in accordance
with the provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by its President and attested by its Secretary this 29th day of March,
1990.

                                         ACI AMERICA HOLDINGS INC.

                                                        /s/ Huw G. Davies
                                         ---------------------------------------
                                                        Huw G. Davies, President

Attest:

     /s/ John M. Wagner
- -----------------------------
    John M. Wagner, Secretary


                                                                  EXHIBIT 3.10a

                                                                          [SEAL]

                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                               KORU HOLDINGS INC.

                                      INTO

                            ACI AMERICA HOLDINGS INC.

                                DECEMBER 31, 1990

     Huw G. Davies and John M. Wagner certify that they are the President and
the Secretary respectively of ACI America Holdings Inc., a Delaware corporation,
and further certify that:

     1.   As of this date, ACI America Holdings Inc. owns 100% of the
outstanding stock of Koru Holdings Inc., a Delaware corporation, incorporated on
April 30, 1987.

     2.   The following resolution was adopted by the Board of Directors of ACI
America Holdings Inc.:

     WHEREAS, ACI America Holdings Inc., a Delaware corporation, owns 100% of
the outstanding shares of Koru Holdings Inc., a Delaware corporation; and

     WHEREAS, the Board of Directors of ACI America Holdings Inc. deems it to be
in the best interest of this corporation to effect a merger into this
corporation of Koru Holdings Inc.

     NOW, THEREFORE, BE IT RESOLVED, that Koru Holdings Inc., a Delaware
corporation, be merged into this corporation pursuant to Section 253 of the
General Corporation Law of Delaware, effective on the close of business on
December 31, 1990, for accounting purposes;

     RESOLVED, FURTHER, that this corporation hereby assumes all of the
liabilities and obligations of Koru Holdings Inc. on the close of business on
December 31, 1990;

     RESOLVED, FURTHER, that the officers of this corporation are hereby
directed to do all acts and to execute, verify, and file all documents necessary
to effectuate the merger into this corporation of Koru Holdings Inc. pursuant to
the applicable laws of the State of Delaware.

     3.   Said resolution was adopted by the unanimous written consent of the
Board of Directors of this corporation as of the date first written above.



     Each of the undersigned declares under penalty of perjury that the facts
stated in the above certificate are true of his own knowledge, that this
certificate is the act and deed of ACI America Holdings Inc. and that this
declaration was executed on the dates stated below.

Date: December 31, 1990                          /s/ Huw G. Davies
                                                 ------------------------------
                                                 Huw G. Davies, President


Date: December 31, 1990                          /s/ John M. Wagner
                                                 -------------------------------
                                                 John M. Wagner, Secretary

                                        2

EX-3.11

                                                                    EXHIBIT 3.11

                                                                          [SEAL]

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                            ACI AMERICA HOLDINGS INC.

                         Pursuant to Section 242 of the
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
                ------------------------------------------------

     ACI America Holdings Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies as follows:

     1.   Article SIXTH of the Certificate of Incorporation of the Corporation
is hereby amended to create a new subsection (g), to read in its entirety as
follows:

     (g)  "The By-Laws of the Corporation shall make provision for the
          Board of Directors to declare dividends upon the shares of
          the Corporation, provided that dividends designated as
          interim dividends declared out of the profits of a current
          incomplete financial year shall be revocable. The
          declaration of an interim dividend will not result in the
          Corporation becoming indebted to the holders of shares of
          the Corporation for the amount of the interim dividend."

     2.   The amendment herein set forth has been duly adopted in accordance
with the provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.



     IN WITNESS WHEREOF, the Corporation has cause this Certificate of Amendment
to be executed by its President and attested by its Secretary this 4th day of
December, 1996.

                                                   ACI AMERICA HOLDINGS INC.

                                                   /s/ Edgar P. DeVylder
                                                   ---------------------------
                                                   Edgar P. DeVylder
                                                   Vice President

Attest:

/s/ Kevin R. Condon
- -----------------------------
Kevin R. Condon
Secretary

EX-3.12

                                                                    EXHIBIT 3.12

                                                                          [SEAL]

                          ARTICLES OF INCORPORATION OF
                               ANAMED CORPORATION

The undersigned natural person, of the age of 21 or more, acting to form a
corporation under the Chapter of the Corporate Laws of the State of Nevada do
hereby state the following:

ARTICLE 1:  The name of the corporation shall be ANAMED CORPORATION
ARTICLE 2:  The address of the initial registered office of the corporation is
               3305 West Springmountain Road #60 in the City of Las Vegas, in
               Clark County. The name of the initial registered agent at said
               address in JAMES WEIGL.
ARTICLE 3:  The purpose for which the corporation is organized shall be: To
               engage in any activity within the purposes for which Corporations
               may be organized, including the buying and selling of real estate
               and other property, borrow or loan money, under the Business
               Corporations Act.
ARTICLE 4:  The total number of shares of stock which the corporation is
               authorized to have outstanding is 1000 shares, defined as all of
               one class with no par value. The amount of stated capital with
               which the corporation shall begin business is $5,000.
ARTICLE 5:  The number of directors constituting the initial board of directors
               is 1, and the names and addresses of the persons who will serve
               as directors until the first annual meeting of shareholders or
               until their successors are elected are:

[SEAL]
               NAMES                      ADDRESSES
               JAMES WEIGL                3305 WEST SPRINGMOUNTAIN ROAD #60,
                                          LAS VEGAS, NV 89102

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

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

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

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

ARTICLE 6:  Capital stock, after the amount of subscription price, or par value,
               has been paid in shall not be subject to assessment to pay the
               debts of the corporation.

ARTICLE 7:  The names and addresses of the persons who are to act as
               incorporators are as follows:
                   NAMES                      ADDRESSES
                   JAMES WEIGL                2620 S. MARYLAND PKWY #107,
                                              LAS VEGAS, NV 89109

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

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

ARTICLE 8:  The duration of the corporation shall be perpetual.

ARTICLE 9:  Neither the directors nor the officers are to be personally liable
               to the corporation or its stockholders for damages for breach of
               fiduciary duty as a director or officer, but this provision shall
               not limit such liability for:
                    1- Acts or omissions which involve intentional misconduct,
                       fraudor a knowing violation of law, or
                    2- The payment of dividends in violation of NRS 78.300

I, the undersigned, being the incorporator of the corporation identified above,
declare that I have examined the foregoing this 2nd day of February, 1990, and
do declare it to be true and correct.

/s/ James Weigl    3387 CHICAGO AVENUE, RIVERSIDE      RIVERSIDE          CA
- --------------------------------------------------------------------------------
Name               Address                               County         State

STATE OF CALIFORNIA
COUNTY OF RIVERSIDE

On Oct 26, 1990, personally appeared before me, a notary public,
                                                                     Notary Seal
who acknowledged that James Weigl executed the above instrument.

/s/ Sandra J. Subia
- -----------------------------                                             [SEAL]
Signature of Notary

[SEAL]

EX-3.13

                                                                    EXHIBIT 3.13

[SEAL]

                           CERTIFICATION OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                               ANAMED CORPORATION,
                              A NEVADA CORPORATION

[SEAL]

          James Weigl and Burrell E. Clawson certify that:

          1. They are the duly elected and acting President and Secretary,
respectively, of Anamed Corporation, a Nevada corporation.

          2. ARTICLE 1 of the Articles of Incorporation of the corporation shall
be amended in its entirety to read as follows:

          "ARTICLE 1: The name of the corporation shall be ANAMED INTERNATIONAL,
INC."

          3. ARTICLE 4 of the Articles of Incorporation of the corporation shall
be amended in its entirety to read as follows:

          "ARTICLE 4: The total number of shares of stock which the
                      corporation is authorized to have outstanding is 400,000
                      shares Common Stock with no par value.

                      Upon the filing in the Office of the Secretary of State
                      of Nevada of this Certificate of Amendment whereby
                      Article 4 is amended, each issued and outstanding share
                      of Common Stock shall thereby and thereupon be
                      reclassified as and changed into one hundred (100)
                      shares of Common Stock. Each holder of Common Stock
                      shall be entitled to receive such number of whole shares
                      and fractional shares, if any, of Common Stock resulting
                      from such stock split."

          4. The foregoing amendments have been approved by the Board of
Directors of the corporation by an Action by Unanimous Written Consent of
Directors, effective as of March 31, 1995.

          5. The number of shares of the corporation outstanding and entitled to
vote on the foregoing amendments are 1,000; said amendments have been consented
to and approved by more than 80% of the outstanding shares entitled to vote
thereon.



          IN WITNESS WHEREOF, the undersigned have executed this Certificate on
March 31, 1995.

                                              /s/ James Weigl
                                              ----------------------------------
                                              James Weigl, President

                                              /s/ Burrell E. Clawson
                                              ----------------------------------
                                              Burrell E. Clawson, Secretary

                                        2


STATE OF CALIFORNIA      )
                         )
COUNTY OF ORANGE         )

          On March 31, 1995, before me, W. JEAN NEWFIELD, a Notary Public in and
for said State, personally appeared James Weigl, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that he executed
the same in his authorized capacity, and that by his signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the
instrument.

          WITNESS my hand and official seal.


                                   Signature: /s/ W. Jean Newfield
                                              ----------------------------------
[SEAL]

STATE OF CALIFORNIA      )
                         )
COUNTY OF ORANGE         )

          On March 31, 1995, before me, W. JEAN NEWFIELD, a Notary Public in and
for said State, personally appeared Burrell E. Clawson, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.

          WITNESS my hand and official seal.


                                   Signature: /s/ W. Jean Newfield
                                              ----------------------------------
[SEAL]

                                                                          [SEAL]

                                        3

EX-3.14

                                                                    EXHIBIT 3.14
[SEAL]

                               ARTICLES OF MERGER
                                       OF
                          SIMPLEX MEDICAL SYSTEMS INC.
                                      INTO
                           ANAMED INTERNATIONAL, INC.

[SEAL]

          FIRST: The name of the surviving corporation is Anamed International,
Inc., a Nevada corporation ("Anamed"). The name of the corporation being merged
with and into the surviving corporation is Simplex Medical Systems Inc., a
Nevada corporation ("Simplex").

          SECOND: A Plan of Merger was adopted by the Board of Directors of each
corporation that is a party to this merger.

          THIRD: A Plan of Merger was approved by the stockholders of each
corporation that is a party to this merger by an Action by Written Consent.

          FOURTH: The complete executed Plan of Merger is on file at the place
of business of Anamed located at 3305 Spring Mountain Road, Suite 60, Las Vegas,
Nevada 89102, and a copy of the Plan of Merger will be furnished by Anamed on
request and without cost to any stockholder of any corporation which is a party
to this merger.

          FIFTH: This merger shall be effective upon the filing of these
Articles of Merger with the Nevada Secretary of State.

          IN WITNESS WHEREOF, the undersigned have executed these Articles of
Merger on March 31, 1995.

                                              ANAMED INTERNATIONAL, INC.,
                                              a Nevada corporation

                                              By: /s/ James Weigl
                                                  ------------------------------
                                                  James Weigl, President

                                              By: /s/ Burrell E. Clawson
                                                  ------------------------------
                                                  Burrell E. Clawson, Secretary

                                                                          [SEAL]


STATE OF CALIFORNIA        )
                           )
COUNTY OF ORANGE           )

     On March 31, 1995, before me, W. JEAN NEWFIELD, a Notary Public in and for
said State, personally appeared James Weigl, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity and that by his signature on the instrument the
person, or the entity upon behalf of which the person acted, executed the
instrument.

          WITNESS my hand and official seal.

                                                Signature: /s/ W. Jean Newfield
                                                          ----------------------

[SEAL]

STATE OF CALIFORNIA        )
                           )
COUNTY OF ORANGE           )

     On March 31, 1995, before me, W. JEAN NEWFIELD, a Notary Public in and for
said State, personally appeared Burrell E. Clawson, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that he executed
the same in his authorized capacity, and that by his signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the
instrument.

          WITNESS my hand and official seal.

                                                Signature: /s/ W. Jean Newfield
                                                          ----------------------

[SEAL]

                                        2

EX-3.15

                                                                    EXHIBIT 3.15

[SEAL]

                               ARTICLES OF MERGER
                                       OF
                      LAZER CIRCUITS AND ELECTRONICS, INC.
                                      INTO
                           ANAMED INTERNATIONAL, INC.

          FIRST: The name of the surviving corporation is Anamed International,
Inc., a Nevada corporation ("Anamed"). The name of the corporation being merged
with and into the surviving corporation is Lazer Circuits and Electronics, Inc.,
a Nevada corporation ("Lazer Circuits").

          SECOND: A plan of Merger was adopted by the Board of Directors of each
corporation that is a party to this merger.

          THIRD: A Plan of Merger was approved by the stockholders of each
corporation that is a party to this merger by an Action by Written consent.

          FOURTH: This complete executed Plan of Merger is on file at the place
of business of Anamed located at 3305 Spring Mountain Road, Suite 60, Las Vegas,
Nevada 89102, and a copy of the Plan of Merger will be furnished by Anamed on
request and without cost to any stockholder of any corporation which is a party
to this merger.

          FIFTH: This merger shall be effective upon the filing of these
Articles of Merger with the Nevada Secretary of State.

          IN WITNESS WHEREOF, the undersigned have executed these Articles of
Merger on March 31, 1995.

                                          ANAMED INTERNATIONAL, INC.,
                                          a Nevada corporation

                                          By: /s/ James Weigl
                                              ----------------------------------
                                              James Weigl, President


                                          By: /s/ Burrell E. Clawson
                                              ----------------------------------
                                              Burrell E. Clawson, Secretary

                                                                          [SEAL]



STATE OF CALIFORNIA                      )
                                         )
COUNTY OF ORANGE                         )

     On March 31, 1995, before me, W. JEAN NEWFIELD, a Notary Public in and for
said State, personally appeared James Weigl, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person, or the entity upon behalf of which the person acted, executed the
instrument.

          WITNESS my hand and official seal.

                                                 Signature: /s/ W. Jean Newfield
                                                            --------------------
[SEAL]

STATE OF CALIFORNIA                      )
                                         )
COUNTY OF ORANGE                         )

     On March 31, 1995, before me, W. JEAN NEW FIELD, a Notary Public in and for
said State, personally appeared Burrell E. Clawson, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that he executed
the same in his authorized capacity, and that by his signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the
instrument.

          WITNESS my hand and official seal.

                                                 Signature: /s/ W. Jean Newfield
                                                            --------------------

[SEAL]

                                        2

EX-3.16

                                                                    EXHIBIT 3.16

[SEAL]

                               ARTICLES OF MERGER
                                       OF
                             MOANA LOA MEDICAL, INC.
                                      INTO
                           ANAMED INTERNATIONAL, INC.

          FIRST:    The name of the surviving corporation is Anamed
International, Inc., a Nevada corporation ("Anamed"). The name of the
corporation being merged with and into the surviving corporation is Moana Loa
Medical, Inc., a Nevada corporation ("Moana Loa").

          SECOND:   A Plan of Merger was adopted by the Board of Directors of
each corporation that is a party to this merger.

          THIRD:    A Plan of Merger was approved by the stockholders of each
corporation that is a party to this merger by an Action by Written Consent.

          FOURTH:   The complete executed Plan of Merger is on file at the place
of business of Anamed located at 3305 Spring Mountain Road, Suite 60, Las Vegas,
Nevada 89102, and copy of the Plan of Merger will be furnished by Anamed on
request and without cost to any stockholder of any corporation which is a party
to this merger.

          FIFTH:    This merger shall be effective upon the filing of these
Articles of Merger with the Nevada Secretary of State.

          IN WITNESS WHEREOF, the undersigned have executed these Articles of
Merger on March 31, 1995.

                                               ANAMED INTERNATIONAL, INC.,
                                               a Nevada corporation

                                               By: /s/ James Weigl
                                                   -----------------------------
                                                   James Weigl, President


                                               By: /s/ Burrell E. Clawson
                                                   -----------------------------
                                                   Burrell E. Clawson, Secretary

                                                                          [SEAL]



STATE OF CALIFORNIA                     )
                                        )
COUNTY OF ORANGE                        )

     On March 31, 1995, before me, W. JEAN NEWFIELD, a Notary Public in and for
said State, personally appeared James Weigl, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person, or the entity upon behalf on which the person acted, executed the
instrument.

          WITNESS my hand and official seal.

                                                 Signature: /s/ W. Jean Newfield
                                                            --------------------

[SEAL]

STATE OF CALIFORNIA                     )
                                        )
COUNTY OF ORANGE                        )

     On March 31, 1995, before me, W. JEAN NEWFIELD, a Notary Public in and for
said State, personally appeared Burrell E. Clawson, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that he executed
the same in his authorized capacity, and that by his signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the
instrument.

          WITNESS my hand and official seal.

                                                 Signature: /s/ W. Jean Newfield
                                                            --------------------

[SEAL]

                                        2

EX-3.17

                                                                    EXHIBIT 3.17

[SEAL]

                                 NORTH CAROLINA

                      DEPARTMENT OF THE SECRETARY OF STATE

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

     TO ALL WHOM THESE PRESENTS SHALL COME, GREETINGS:

     I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina,
do hereby certify the following and hereto attached to be a true copy of

                            ARTICLES OF INCORPORATION

                                       OF

                              BRIGAM MEDICAL, INC.

the original of which is now on file and a matter of record in this office.

                                       IN WITNESS WHEREOF, I have hereunto
                                       set my hand and affixed my official seal
                                       at the City of Raleigh, this 6th day of
                                       April, 2001.

[SEAL]

                                                  /s/ Elaine F. Marshall
                                                      SECRETARY OF STATE

Certification Number: 5535968-1  Page: 1 of 2     Ref.# 45901112
Verify this certificate online at www.secretary.state.nc.us/Verification.



                                                                          [SEAL]

                             STATE OF NORTH CAROLINA

********************************************************************************

                            ARTICLES OF INCORPORATION

                                       OF

                                JMB MEDICAL, INC.

     Under and pursuant to Chapter 55 of the North Carolina General Statutes,
the undersigned natural person of the age of more than eighteen years, does
make, execute and acknowledge these Articles of Incorporation for the purpose of
lawfully establishing a Business Corporation which shall be of unlimited
duration and shall have the same powers as an individual to do all things
necessary or convenient to carry out its business and affairs, including,
without limitation, those general powers set forth in Section 55-3-02 of the
North Carolina General Statutes.

                                    ARTICLE I

     The name of the corporation shall be JMB MEDICAL, INC.

                                   ARTICLE II

     The Corporation shall have the authority to issue shares of the corporate
stock as follows:



           NUMBER OF SHARES      CLASS OF STOCK        PAR VALUE/SHARE
           ----------------      --------------        ---------------
                                                     
                10,000               Common                NO PAR


                                   ARTICLE III

     The address of the initial registered office of the corporation and the
name of the initial registered agent at that address are:

           NAME OF AGENT             ADDRESS
           -------------             -------

           James Michael Bridges     110 Bell's Run
                                     Morganton, N.C. 28655
                                     (Burke County)

                                   ARTICLE IV

     The name and address of the incorporator are:

           NAME OF INCORPORATOR      ADDRESS
           --------------------      -------

           Thomas M. Starnes         118 North Sterling Street
                                     Morganton, N.C. 28655
                                     (Burke County)

     IN WITNESS WHEREOF, the undersigned Incorporator has hereunto set his hand
and seal, this 29 day of November, 1994.

                                                 /s/ Thomas M. Starnes
                                                 -------------------------------
                                                 Thomas M. Starnes, Incorporator

                                                                          [SEAL]

Certificate Number: 5535968-1  Page: 2 of 2

EX-3.18

                                                                    EXHIBIT 3.18

                                                                          [SEAL]

                               ARTICLES OF MERGER

                                       OF

                              BRIGAM MEDICAL, INC.

                                      INTO

                                JMB MEDICAL, INC.

     Pursuant to Section 55-11-05 of the North Carolina General Statutes and
Georgia Official Code Section 14-2-1105, the undersigned JMB MEDICAL, INC., the
surviving corporation, submits these ARTICLES OF MERGER:

                                    ARTICLE I

     Subject to the Amendment to Articles of Incorporation of JMB MEDICAL, INC.
hereinafter stated, the name of the surviving corporation is JMB MEDICAL, INC.,
a corporation duly organized and existent under the laws of the State of North
Carolina.

                                   ARTICLE II

     The name of the merged corporation is BRIGAM MEDICAL, INC., a corporation
heretofore duly organized and existent under the laws of the State of Georgia.

                                   ARTICLE III

     Attached hereto and incorporated herein by reference is a true copy of the
PLAN OF MERGER between JMB MEDICAL, INC. and BRIGAM MEDICAL, INC. that was duly
adopted by the Board of Directors of each corporation and approved by the
singular holder of all of the issued shares of the capital stock of both
corporations.

                                   ARTICLE IV

     With respect to both the surviving corporation and the merging corporation,
shareholder approval was required and in each instance was unanimously approved
by the sole shareholder of each corporation as required by Chapter 55 of the
North Carolina General Statutes and Title 14 of the Georgia Official Code. As to
each of the corporations, there were 500 shares of common stock outstanding and
entitled to vote and, in each instance, all 500 shares were voted for the merger
and no shares were voted against the merger.

                                    ARTICLE V

     As stated in the PLAN OF MERGER attached hereto, the Articles Of
Incorporation of JMB MEDICAL, INC. are hereby amended and changed to read as
follows:

Certificate Number: 5535974-1   Page: 1 of 4


                             PLAN OF MERGER BETWEEN

                              BRIGAM MEDICAL, INC.

                                       AND

                                JMB MEDICAL, INC.

     This PLAN OF MERGER (hereinafter called the "Plan") made and entered into
this 16th day of December, 1994 by and among BRIGAM MEDICAL, INC., a Georgia
Corporation (hereinafter sometimes called "BRIGAM MEDICAL"), JMB MEDICAL, INC.,
a North Carolina Corporation (sometimes hereinafter called "JMB") and BRIGAM,
INC., a North Carolina Corporation that owns all of the issued and outstanding
shares of the capital stock of both BRIGAM MEDICAL and JMB:

                              W I T N E S S E T H:

     WHEREAS, BRIGAM MEDICAL, INC. is a corporate entity duly organized and
existent under the laws of the State of Georgia; and,

     WHEREAS, JMB MEDICAL, INC. is a corporate entity duly organized and
existent under the laws of the State of North Carolina; and,

     WHEREAS, the Boards of Directors of each of said corporations deems it
advisable and for the benefit of each corporation and their common shareholder
that BRIGAM MEDICAL merge into JMB and that the name of the surviving
corporation be changed to BRIGAM MEDICAL, INC.; and,

     WHEREAS, each of said corporations is a wholly owned subsidiary of BRIGAM,
INC., a North Carolina Corporation, in that BRIGAM, INC. owns all of the issued
and outstanding shares of the capital stock of both BRIGAM MEDICAL and JMB; and,

     WHEREAS, BRIGAM, INC., acting in its capacity as the sole shareholder of
both BRIGAM MEDICAL and JMB expressly consents to the merger of BRIGAM MEDICAL
into JMB upon the terms hereinafter recited;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants hereinafter set forth, it is agreed by and among the parties hereto
that:

1.   BRIGAM MEDICAL, a Georgia Corporation, shall be merged into JMB, a North
     Carolina Corporation.

2.   JMB shall be the surviving corporation and BRIGAM MEDICAL, a Georgia
     Corporation, shall cease to exist.

3.   The name of JMB shall be changed to BRIGAM MEDICAL, INC.

Certificate Number: 5535974-1   Page: 2 of 4


4.   The Articles of Incorporation of JMB heretofore filed with the North
     Carolina Department of the Secretary of State on December 12, 1994, shall,
     on the effective date of the merger, be the Articles Of Incorporation of
     the surviving corporation, provided, that the name of the surviving
     corporation shall be changed to BRIGAM MEDICAL, INC. on the effective date
     of the merger.

5.   Until altered, amended or repealed as therein provided, the Bylaws of JMB
     shall be the Bylaws of the surviving corporation.

6.   Upon the effective date of the merger, the Directors of the surviving
     corporations shall be:

          NAME                               ADDRESS
          ----                               -------

          James Michael Bridges              100 Bells Run
                                             Morganton, N.C. 28655

          John H. Cantrell, Jr.              136 Mimosa Hills Drive
                                             Morganton, N.C. 28655

          James E. Huskins                   117 Charleston Drive
                                             Mooresville, N.C. 28115

          William F. Wall                    108 Woodside Street
                                             Morganton, N.C. 28655

     The above named Directors shall hold office until their successors are duly
     elected.

7.   Upon the effective date of the merger, each share of the capital stock of
     BRIGAM MEDICAL (the Georgia Corporation) shall be converted into Ten (10)
     shares of the capital stock of the surviving corporation.

8.   Upon the effective date of the merger,

     a.   The title to all real estate and to all tangible and intangible
          personal properties, as well as all property rights owned by BRIGAM
          MEDICAL and JMB, shall be vested in the surviving corporation;

     b.   The surviving corporation shall have all liabilities of both
          corporations, to-wit: BRIGAM MEDICAL and JMB;

     c.   The surviving corporation shall be deemed to be substituted in any
          proceeding then pending against either of the corporations and in all
          contracts or other documents to or in which either of the corporations
          is a designated party.

Certificate Number: 5535974-1   Page 3 of 4


9.   The Articles Of Merger hereinafter filed shall include an amendment by
     which the name of JMB MEDICAL, INC. is changed to BRIGAM MEDICAL, INC.

     IN WITNESS WHEREOF, BRIGAM MEDICAL, INC. and JMB MEDICAL, INC. have caused
this PLAN OF MERGER to be executed by their respective authorized officers and
BRIGAM, INC., the sole shareholder of both BRIGAM MEDICAL, INC. and JMB MEDICAL,
INC., has consented to the PLAN OF MERGER by causing the execution of the same
by its authorized officers this 16th day of December, 1994.

                                                BRIGAM MEDICAL, INC.

                                                By: /s/ James M. Bridges
                                                    ----------------------------
                                                    JAMES M. BRIDGES,
                                                    President


                                                JMB MEDICAL, INC.

                                                By: /s/ John H. Cantrell, Jr.
                                                    ----------------------------
                                                    JOHN H. CANTRELL, JR.,
                                                    Vice-President


                                                BRIGAM, INC.

                                                By: /s/ James M. Bridges
                                                    ----------------------------
                                                    JAMES M. BRIDGES,
                                                    President

Certificate Number: 5535974-1   Page: 4 of 4

EX-3.19

                                                                    EXHIBIT 3.19

        [NORTH CAROLINA DEPARTMENT OF THE SECRETARY OF STATE LETTERHEAD]

     TO ALL WHOM THESE PRESENTS SHALL COME, GREETINGS:

     I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina,
do hereby certify the following and hereto attached to be a true copy of


                            ARTICLES OF INCORPORATION

                                       OF

                                  BRIGAM, INC.


the original of which is now on file and a matter of record in this office.

[NORTH CAROLINA DEPARTMENT OF THE SECRETARY OF STATE LOGO]

                             IN WITNESS WHEREOF, I have hereunto
                             set my hand and affixed my official seal at the
                             City of Raleigh, this 12th day of April, 2001.


                                                      /s/ Elaine F. Marshall
                                                     -------------------------
                                                        SECRETARY OF STATE

Certification Number: 5542476-1   Page: 1 of 4   Ref.# 4594197
Verify this certificate online at www.secretary.state.nc.us/Verification.


[SEAL]

                            ARTICLES OF INCORPORATION
                                       OF
                                  BriGam, Inc.

          The undersigned, being of the age of eighteen years or more, does
hereby make and acknowledge these Articles of incorporation for the purpose of
forming a business corporation under and by virtue of the laws of the State of
North Carolina, as contained in Chapter 55 of the General Statutes of North
Carolina entitled "Business Corporation Act," and the several amendments
thereto.

                                    ARTICLE I

          The name of the corporation shall be BriGam, Inc.

                                   ARTICLE II

          The period of duration of the corporation shall be perpetual.

                                   ARTICLE III

          The purposes for which the corporation is organized.

               A.  To develop, invent, improve, design, manufacture,
          purchase, sell, distribute and otherwise handle and deal in
          and with medical and dental apparatus supplies and equipment
          of all sorts, kinds and descriptions.

               B.  To engage in any other lawful activity, including,
          but not limited to, constructing, manufacturing, raising or
          otherwise producing, and repairing, servicing, storing or
          otherwise caring for any type of structure, commodity or
          livestock whatsoever; processing, selling, brokering,
          factoring, distributing, lending, borrowing or investing in
          any type of property, whether real or personal, tangible or
          intangible, extracting and processing natural resources;
          transporting freight or passengers by land, sea or air;
          collecting and disseminating information or advertisement
          through any medium whatsoever; performing personal services
          of any nature; and entering into or serving in any

Certificate Number: 5542476-1   Page: 2 of 4


          type of management, investigative, advisory, promotional,
          protective, insurance, guarantyship, suretyship, fiduciary
          or representative capacity or relationship for any persons
          or corporations whatsoever;

               C.  To engage in any lawful business whatsoever when
          approved by a majority of all outstanding stock.

                                   ARTICLE IV

          The aggregate number of shares which the corporation shall have
authority to issue is ONE HUNDRED THOUSAND (100,000) shares, with no par value.

                                    ARTICLE V

          The minimum amount of consideration for its shares to be received by
the corporation before it shall commence business is ONE HUNDRED ($100.00)
DOLLARS.

                                   ARTICLE VI

          The shareholders of the corporation shall have no preemptive right to
acquire additional or treasury shares of the corporation.

                                   ARTICLE VII

          The address of the initial registered office of the corporation is 511
Collett Street, Morganton, Burke County, North Carolina 28655, and the initial
registered agent at such address is JAMES MICHAEL BRIDGES.

                                  ARTICLE VIII

          The number of directors of the corporation may be fixed by the bylaws,
but shall not be less than the minimum number allowed by the "North Carolina
Business Corporation Act."

Certificate Number: 5542476-1   Page: 3 of 4



          The number of directors constituting the initial Board of Directors
shall be one (1), and the names and addresses of the persons who are to serve as
directors until the first meeting of the shareholders, or until their successors
are elected and qualified are:

NAME                                            ADDRESS
- --------------------------------------------------------------------------------

James Michael Bridges                           511 Collett Street
                                                Morganton, Burke County
                                                North Carolina 28655

                                   ARTICLE IX

          The name and address of the incorporator is:

NAME                                            ADDRESS
- --------------------------------------------------------------------------------

James Michael Bridges                           511 Collett Street
                                                Morganton, Burke County
                                                North Carolina 28655

          IN TESTIMONY WHEREOF, I have hereunto set my hand and seal this 18th
day of September, 1985.

                                      /s/ James Michael Bridges  (SEAL)
                                      ---------------------------
                                      James Michael Bridges

STATE OF NORTH CAROLINA
CATAWBA COUNTY

          I, Susanne S. Duncan, a notary public, do hereby certify that JAMES
MICHAEL BRIDGES personally appeared before me this 18th day of September, 1985,
and acknowledged the due execution of the foregoing Articles of Incorporation.

                                      /s/ Susanne S. Duncan
                                      --------------------------------
                                      Notary Public
                                      My commission expires: 1-12-89

Certificate Number: 5542476-1   Page: 4 of 4

EX-3.20

                                                                    EXHIBIT 3.20

[STAMP]

                              ARTICLES OF AMENDMENT
                                TO THE CHARTER OF
                                  BRIGAM, INC.

          The undersigned corporation, for the purpose of amending its Articles
of Incorporation and pursuant to the provisions of Section 55-103 of the General
Statutes of North Carolina, hereby executes the following Articles of Amendment.

          1.   Name of the corporation: BriGam, Inc.

          2.   At a regularly convened meeting of the shareholders of the
corporation held on the 21st day of February, A.D., 1986, the following
amendment to the charter of the corporation was adopted by vote of the
shareholders:

          Article IV of said original Articles of Incorporation, which authorize
the issuance of 100,000 of no par value, is stricken in its entirety and is
replaced with the following:

                                   ARTICLE IV

          CORPORATION SHALL HAVE AUTHORITY TO ISSUE 100,000 SHARES WITH NO PAR
VALUE AND 300,000 SHARES WITH A PAR VALUE OF ONE ($1.00) DOLLAR PER SHARE; THE
DIRECTORS OF THE CORPORATION ARE HEREBY AUTHORIZED TO DIVIDE SUCH SHARES INTO
CLASSES AND TO FIX THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE
SHARES OF EACH CLASS AND ARE FURTHER AUTHORIZED TO DIVIDE CLASSES OF SHARES INTO
SERIES WITHIN A CLASS OF PREFERRED OR SPECIAL SHARES.

          3.   The number of shares of the corporation outstanding at the time
of the adoption of said amendment or amendments was 60,000, and the number of
shares entitled to vote thereon was 60,000. The designation of each class
entitled to vote as a class on the adoption of said amendment or amendments, and
the number of shares of each such class was as follows:

Certificate Number: 5542477-1   Page: 1 of 3




          CLASS                                       NUMBER OF SHARES
          -----                                       ----------------
                                                        
          Common                                           60,000


          4.   The number of shares voted for amendment or amendments was
60,000; and the number of shares voted against the amendment or amendments was
0. Voting within each class entitled to vote as a class was as follows:



          CLASS                                   NUMBER OF SHARES VOTED
          -----                                   ----------------------
                                                    FOR        AGAINST
                                                    ---        -------
                                                            
          Common                                  60,000          0


          5.   Any exchange, reclassification or cancellation of issued shares
will be affected in the following manner: present stockholders will continue to
own the 60,000 shares of common stock already issued, without any exchange,
reclassification or cancellation.

          6.   Any change in the stated capital of the corporation will be
effected in the following manner: NA

          7.   Notice was given to shareholders containing the following
statement informing them to dissenter's rights to payment:

          or; The amendment herein effected does not give rise to dissenter's
right to payment: all of the issued and outstanding shares voted in favor of
said Amendment.

          IN TESTIMONY WHEREOF, THIS statement is signed by the President and
Secretary this the 21st day of February, A.D. 1986.

                                                 /s/ James Michael Bridges
                                                --------------------------------
                                                President

                                                 /s/ Keith T. Bridges
                                                --------------------------------
                                                Secretary

Certificate Number: 5542477-1   Page: 2 of 3


STATE OF NORTH CAROLINA
COUNTY OF CATAWBA

          This is to certify that on this the 21st day of February, 1986,
personally appeared before me JAMES MICHAEL BRIDGES, President, and KEITH T.
BRIDGES, Secretary, each of whom, being by me first duly sworn, deposes and says
that he signed the foregoing "Articles of Amendment" in the capacity indicated,
that he was authorized so to sign, and that the statements therein contained are
true.

                                                 /s/ Susanne S. Duncan
                                                --------------------------------
                                                Notary Public
                                                My commission expires: 1-12-89

Certificate Number: 5542477-1   Page: 3 of 3

EX-3.21

                                                                    EXHIBIT 3.21

        [NORTH CAROLINA DEPARTMENT OF THE SECRETARY OF STATE LETTERHEAD]

     TO ALL WHOM THESE PRESENTS SHALL COME, GREETINGS:

     I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina,
do hereby certify the following and hereto attached to be a true copy of


                            ARTICLES OF INCORPORATION

                                       OF

                              BRIGAM VENTURES, INC.


the original of which is now on file and a matter of record in this office.

[NORTH CAROLINA DEPARTMENT OF THE SECRETARY OF STATE LOGO]

                              IN WITNESS WHEREOF, I have hereunto
                              set my hand and affixed my official seal at the
                              City of Raleigh, this 6th day of a April, 2001.

                                                  /s/ Elaine F. Marshall
                                                 --------------------------
                                                     SECRETARY OF STATE

Certification Number: 5535998-1   Page: 1 of 2       Ref.#  4591129
Verify this certificate online at www.secretary.state.nc.us/Verification.


                                                                         [STAMP]

                             STATE OF NORTH CAROLINA

********************************************************************************

                            ARTICLES OF INCORPORATION

                                       OF

                              BRIGAM VENTURES, INC.

     Under and pursuant to Chapter 55 of the North Carolina General Statutes,
the undersigned natural person of the age of more than eighteen years, does
make, execute and acknowledge these Articles of Incorporation for the purpose of
lawfully establishing a Business Corporation which shall be of unlimited
duration and shall have the same powers as an individual to do all things
necessary or convenient to carry out its business and affairs, including,
without limitation, those general powers set forth in section 55-3-02 of the
North Carolina General Statutes.

                                    ARTICLE I

     The name of the corporation shall be BRIGAM VENTURES, INC.

                                   ARTICLE II

     The Corporation shall have the authority to issue shares of the corporate
stock as follows:



          NUMBER OF SHARES       CLASS OF STOCK         PAR VALUE/SHARE
          ----------------       --------------         ---------------
                                                       
               10,000                Common                  NO PAR


                                   ARTICLE III

     The address of the initial registered office of the corporation and the
name of the initial registered agent at that address are:

          NAME OF AGENT                      ADDRESS
          -------------                      -------

          James Michael Bridges              110 Bell's Run
                                             Morganton, N.C. 28655
                                             (Burke County)

                                   ARTICLE IV

     The name and address of the incorporator are:

          NAME OF INCORPORATOR               ADDRESS
          --------------------               -------

          Thomas M. Starnes                  118 North Sterling Street
                                             Morganton, N.C. 28655
                                             (Burke County)

     IN WITNESS WHEREOF, the undersigned Incorporator has hereunto set his hand
and seal, this 14 day of Sept., 1993.

                                         /s/ Thomas M. Starnes            (SEAL)
                                         ---------------------------------------
                                         Thomas M. Starnes, Incorporator

Certificate Number: 5535998-1   Page: 2 of 2

EX-3.22

                                                                    EXHIBIT 3.22

              C O M M O N W E A L T H  O F  P E N N S Y L V A N I A

                       D E P A R T M E N T  O F  S T A T E

                                 APRIL 06, 2001

                TO ALL WHOM THESE PRESENTS SHALL COME, GREETING:

                           BROCKWAY REALTY CORPORATION

     I, Kim Pizzingrilli, Secretary of the Commonwealth of Pennsylvania do
hereby certify that the foregoing and annexed is a true and correct photocopy of
Articles of Incorporation and all Amendments

which appear of record in this department

[SEAL]                                       IN TESTIMONY WHEREOF, I have
                                             hereunto set my hand and caused
                                             the Seal of the Secretary's
                                             Office to be affixed, the day
                                             and year above written.

                                               /s/ Kim Pizzingrilli
                                             --------------------------------
                                             Secretary of the Commonwealth
                                                                         DPOS



DSCB-BCL-204(Rev.B-72)                                                   [STAMP]

Filing Fee: $75
A1B-7                          82-29       426
                            ------------------------------
Articles of                    COMMONWEALTH OF PENNSYLVANIA
Incorporation-                     DEPARTMENT OF STATE
Domestic Business Corporation      CORPORATION BUREAU
- --------------------------------------------------------------------------------

     In compliance with the requirements of section 204 of the Business
Corporation Law, act of May 5, 1933(P.L.364) (15 P.S. Section 1204) the
undersigned, desiring to be incorporated as a business corporation, hereby
certifies (certify) that:

1.   The name of the corporation is:

     Brockway Realty Corporation
- --------------------------------------------------------------------------------

2.   The location and post office address of the initial registered office of
     the corporation in this Commonwealth is:

     McCullough Avenue
- --------------------------------------------------------------------------------
              (NUMBER)                               (STREET)

     Brockway,                                Pennsylvania           15824
- --------------------------------------------------------------------------------
                  (CITY)                                             (ZIP CODE)

3.   The corporation is incorporated under the Business Corporation Law of the
Commonwealth of Pennsylvania for the following purpose or purposes:

     to engage in, and to do any lawful act concerning any or all lawful
     business for which corporations may be incorporated under said Business
     Corporation Law, including but not limited to, manufacturing, processing,
     owning, using and dealing in personal property of every class and
     description, engaging in research and development, furnishing services, and
     acquiring, owning, using and disposing of real property of any nature
     whatsoever.

4.   The term for which the corporation is to exist is:   perpetual.

5.   The aggregate number of shares which the corporation shall have authority
     to issue is:

     10,000 shares of Capital Stock of the par value of $1.00 per share. The
     board of directors shall have the full authority permitted by law to fix by
     resolution full, limited, multiple or fractional, or no voting rights, and
     such designations, preferences, qualifications, privileges, limitations,
     restrictions, options, conversion rights, and other special or relative
     rights of any series of shares that may be desired.

                                     form 4



DSCB-BCL-204(Rev. 8-72)-2

6.   The name(s) and post office address(es) of each incorporator(s) and the
number and class of shares subscribed by such incorporator(s) is (are):



                                     ADDRESS
       NAME              (INCLUDING STREET AND NUMBER, IF ANY)             NUMBER AND CLASS OF SHARES
                                                                     
                         123 South Broad Street
William H. Clark, Jr.    Philadelphia, PA 19109                            1 share of Capital Stock
- -----------------------------------------------------------------------------------------------

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

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


See Rider Attached

     IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed and sealed
these Articles of Incorporation this 4th day of June, 1982.

/s/ William H. Clark Jr.         (SEAL)                                   (SEAL)
- ---------------------------------        ---------------------------------
                                                                          (SEAL)
                                         ---------------------------------

INSTRUCTIONS FOR COMPLETION OF FORM:

[SEAL]

     A. For general instructions relating to the incorporation of business
        corporations see 19 Pa. Code Ch. 35 (relating to business corporations
        generally). These instructions relate to such matters as corporate name,
        stated purposes, term of existence, authorized share structure and
        related authority of the board of directors, inclusion of names of first
        directors in the Articles of Incorporation, optional provisions on
        cumulative voting for election of directors, etc.

     B. One or more corporations or natural persons of full age may incorporate
        a business corporation.

     C. Optional provisions required or authorized by law may be added as
        Paragraphs 7, 8, 9 ... etc.

     D. The following shall accompany this form:

        (1) Three copies of Form DSCB:BCL-206 (Registry Statement Domestic of
            Foreign Business Corporation).

        (2) Any necessary copies of Form DSCB:17.2 (Consent to Appropriation of
            Name) or Form DSCB:17.3 (Consent to Use of Similar Name).

        (3) Any necessary governmental approvals.

     E. BCL Section 205 (15 Pa. S. Section 1205) requires that the incorporators
        shall advertise their intention to file or the corporation shall
        advertise the filing of articles of incorporation. Proofs of publication
        of such advertising should not be delivered to the Department, but
        should be filed with the minutes of the corporation.



                       RIDER TO ARTICLES OF INCORPORATION
                         OF BROCKWAY REALTY CORPORATION

     7. The shareholders of the corporation shall not have the right to cumulate
their votes for the election of directors of the corporation.

     8. Any action which may be taken at a meeting of shareholders or of a class
of shareholders may be taken without a meeting if a consent or consents in
writing to such action, setting forth the action so taken, shall be signed by
shareholders entitled to cast a majority (or such larger percentage as may at
the time of such action be required by statute for the taking of action by
shareholders without a meeting) of the votes which all such shareholders are
authorized to cast thereon.

     9. These articles of incorporation may be amended in the manner now or
hereafter prescribed by statute, and all rights conferred upon shareholders
therein are granted subject to this reservation.



                          COMMONWEALTH OF PENNSYLVANIA

                               DEPARTMENT OF STATE

                                     [LOGO]

                          CERTIFICATE OF INCORPORATION

OFFICE OF THE SECRETARY OF THE COMMONWEALTH TO ALL TO WHOM THESE PRESENTS SHALL
COME, GREETING:

WHEREAS, UNDER THE PROVISIONS OF THE LAWS OF THE COMMONWEALTH, THE SECRETARY OF
THE COMMONWEALTH IS AUTHORIZED AND REQUIRED TO ISSUE A "CERTIFICATE OF
INCORPORATION" EVIDENCING THE INCORPORATION OF AN ENTITY.

WHEREAS, THE STIPULATIONS AND CONDITIONS OF THE LAW HAVE BEEN FULLY COMPLIED
WITH BY

                           BROCKWAY REALTY CORPORATION

THEREFORE, KNOW YE, THAT SUBJECT TO THE CONSTITUTION OF THIS COMMONWEALTH, AND
UNDER THE AUTHORITY OF THE LAWS THEREOF, I DO BY THESE PRESENTS, WHICH I HAVE
CAUSED TO BE SEALED WITH THE GREAT SEAL OF THE COMMONWEALTH, DECLARE AND CERTIFY
THE CREATION, ERECTION AND INCORPORATION OF THE ABOVE IN DEED AND IN LAW BY THE
NAME CHOSEN HEREINBEFORE SPECIFIED.

     SUCH CORPORATION SHALL HAVE AND ENJOY AND SHALL BE SUBJECT TO ALL THE
POWERS, DUTIES, REQUIREMENTS, AND RESTRICTIONS, SPECIFIED AND ENJOINED IN AND BY
THE APPLICABLE LAWS OF THIS COMMONWEALTH.

[LOGO]            GIVEN UNDER MY HAND AND THE GREAT SEAL OF THE COMMONWEALTH,
                        AT THE CITY OF HARRISBURG, THIS       7th       DAY
                        OF        JUNE           IN THE YEAR OF OUR
                        LORD ONE THOUSAND NINE HUNDRED AND EIGHTY-TWO
                        AND OF THE COMMONWEALTH THE TWO HUNDRED SIXTH

                                                    /s/ William R. Davis
                                                  -----------------------------
                                                  SECRETARY OF THE COMMONWEALTH

     MORGAN LEWIS & BOCKIUS ESQS
     ATTN: CHERYL LEWIS
     800 NORTH 3RD STREET
     HARRISBURG, PA  17102

EX-3.23

                                                                    EXHIBIT 3.23

                          CERTIFICATE OF INCORPORATION

                                       OF

                        STANDARD CONTAINER EXPORT COMPANY


                                     [SEAL]



                          CERTIFICATE OF INCORPORATION

                                       OF

                        STANDARD CONTAINER EXPORT COMPANY

                                    * * * * *

          1.   The name of the corporation is
               STANDARD CONTAINER EXPORT COMPANY

          2.   The address of its registered office in the State of Delaware is
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.

          3.   The nature of the business or purposes to be conducted or
promoted is:

          To engage in the business of selling, leasing, or renting property
manufactured, produced, grown or extracted in the United States for direct use,
consumption or disposition outside the United States; and to engage in the
business of providing engineering services for construction projects located (or
proposed for location) outside the United States.



          To buy, sell and deal in machinery, machines and equipment and their
parts, attachments and accessories and generally in goods, wares and merchandise
of every kind and description for the purpose of export from the United States
and the performance of services and other related activities related thereto.

          To qualify and conduct business as a Domestic International Sales
Corporation (DISC) within the meaning of Section 991 et seq. of the Internal
Revenue Code as amended from time to time and the rules and regulations
promulgated thereunder.

          To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

          4.   The total number of shares of stock which the corporation shall
have authority to issue is twenty-five (25) and the par value of each of such
shares is One Hundred Dollars ($100.00) amounting in the aggregate to Two
Thousand Five Hundred Dollars ($2500.00).

          5.   The name and mailing address of each incorporator is as follows:

          NAME                       MAILING ADDRESS
          ----                       ---------------

     B. A. Pennington                100 West Tenth St.,
                                     Wilmington, Delaware 19801

     W. J. Reif                      100 West Tenth St.,
                                     Wilmington, Delaware 19801

     R. F. Andrews                   100 West Tenth St.,
                                     Wilmington, Delaware 19801

                                      - 2 -


          6.   The corporation is to have perpetual existence.

          7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

          To make, alter or repeal the by-laws of the corporation.

          To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.

          To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

          By a majority of the whole board, to designate one or more committees,
each committee to consist of one or more of the directors of the corporation.
The board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. The by-laws may provide that in the absence or disqualification
of a members of a committee, the member or members thereof present at any
meeting not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the board of directors to act
at the meeting in the place of any such absent or disqualified

                                      - 3 -


member. Any such committee, to the extent provided in the resolution of the
board of directors, or in the by-laws of the corporation, shall have and may
exercise all the powers and authority of the board of directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
certificate of incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the by-laws of the corporation; and, unless the
resolution or by-laws, expressly so provide, no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of stock.

          When and as authorized by the stockholders in accordance with statute,
to sell, lease or exchange all or substantially all of the property and assets
of the corporation, including its good will and its corporate franchises, upon
such terms and conditions and for such consideration, which may consist in whole
or in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations,



as its board of directors shall deem expedient and for the best interests of the
corporation.

          8.   Meetings of stockholders may be held within or without the State
of Delaware, as the by-laws may provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation. Elections of directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.

          9.   The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

          WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that this is our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 2nd day of
January, 1975.

                                                      /s/ B. A. Pennington
                                                      --------------------------

                                                      /s/ W. J. Reif
                                                      --------------------------

                                                      /s/ R. F. Andrews
                                                      --------------------------

EX-3.24

                                                                    EXHIBIT 3.24

                                                                          [SEAL]

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

                                    * * * *

     Standard Container Export Company, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporate of said corporation:

          RESOLVED, that the Certificate of Incorporation of Standard
          Container Export Company be amended by changing the First
          Article thereof so that, as amended, said Article shall be
          and read as follows:

          "The name of the corporation is Brockway Research, Inc."

     SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of sections 242 and 228 of the General Corporation Law of
the State of Delaware.

     IN WITNESS WHEREOF said Brockway Research, Inc. has caused this certificate
to be signed by R. S. Coakley its President and attested by P. R. Burnaman, its
Secretary this 28th day of December, 1984.

                                                         BROCKWAY RESEARCH, INC.

                                                         By /s/ R. S. Coakley
                                                            --------------------
                                                                 President

Attest:

/s/ P. R. Burnaman
- -----------------
   Secretary

EX-3.25

                                                                    EXHIBIT 3.25

[STAMP]

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                       Continental PET Technologies, Inc.

          Continental PET Technologies, Inc., a Delaware corporation, hereby
certifies as follows:

          FIRST. The name of the corporation is Continental PET Technologies,
Inc. The date of filing of its original certificate of incorporation with the
Secretary of State was June 21, 1983.

          SECOND. This amended and restated certificate of incorporation amends,
restates and integrates the provisions of the certificate of incorporation of
the corporation and has been adopted in accordance with the provisions of
Sections 242 and 245 of the General Corporation Law of the State of Delaware by
written consent of the holder of all of the outstanding stock of the corporation
in accordance with the provisions of Section 228 of the General Corporation Law
of the State of Delaware.

          THIRD. The certificate of incorporation, as heretofore amended, is
amended to:

              (i)  increase the authorized share capital of the corporation; and

             (ii)  amend the rights, preference and limitations of the 5% Class
                   A Preferred Stock, none of which is issued or outstanding.



          FOURTH: The text of the Certificate of Incorporation is hereby amended
and restated to read herein as set forth in full:

          1.   The name of the corporation is Continental PET Technologies, Inc.

          2.   The address of its registered office in the State of Delaware is
1209 Orange Street, in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.

          3.   The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

          4.   The aggregate number of shares of stock which the corporation
shall have the authority to issue is 5,075,000, of which 5,000,000 shares of the
par value of $1.00 per share shall be designated as common stock and 75,000
shares of the par value of $1.00 per share shall be designated as preferred
stock.

          The rights, preferences and limitations of said classes of stock are
as follows:

          I.   The preferred stock may be issued from time to time by the board
of directors as shares of one or more series of preferred stock, and the board
of directors is expressly authorized, prior to issuance, in the resolution or
resolutions providing for the issue of shares of each particular series, to fix
the following:

          (a)  The distinctive serial designation of such series which shall
     distinguish it from other series;

          (b)  The number of shares included in such series, which number may be
     increased or decreased from time to time unless otherwise provided by the
     board of directors in creating the series;

          (c)  The annual dividend rate (or method of determining such rate) for
     shares of such series and the date or dates upon which such dividends shall
     be payable;

          (d)  Whether dividends on the shares of such series shall be
     cumulative, and, in the case of shares

                                       -2-


     of any series having cumulative dividend rights, the date or dates or
     method of determining the date or dates from which dividends on the shares
     of such series shall be cumulative;

          (e)  The amount or amounts which shall be paid out of the assets of
     the corporation to the holders of the shares of such series upon voluntary
     or involuntary liquidation, dissolution or winding up of the corporation;

          (f)  The price or prices at which, the period or periods within which
     and the terms and conditions upon which the shares of such series may be
     redeemed, in whole or in part, at the option of the corporation;

          (g)  The obligation, if any, of the corporation to purchase or redeem
     shares of such series pursuant to a sinking fund or otherwise and the price
     or prices at which, the period or periods within which and the terms and
     conditions upon which the shares of such series shall be redeemed, in whole
     or in part, pursuant to such obligation;

          (h)  The period or periods within which and the terms and conditions,
     if any, including the price or prices or the rate or rates of conversion
     and the terms and conditions of any adjustments thereof, upon which the
     shares of such series shall be convertible at the option of the holder into
     shares of any class of stock or into shares of any other series of
     preferred stock;

          (i)  The voting rights, if any, of the shares of such series in
     addition to those required by law, including the number of votes per share
     and any requirement for the approval by the holders of up to 66 2/3% of all
     preferred stock, or of the shares of one or more series, or of both, as a
     condition to specified corporate action or amendments to the certificate of
     incorporation;

          (j)  The ranking of the shares of the series as compared with shares
     of other series of the preferred stock in respect of the right to receive
     dividends and the right to receive payments out of the assets of the
     corporation upon voluntary or involuntary liquidation, dissolution or
     winding up of the corporation.

          (k)  Any other relative rights, preferences or limitations of the
     shares of the series not inconsistent herewith or with applicable law.

                                       -3-


          II.  All preferred stock shall rank senior to the common stock in
respect of the right to receive dividends. The shares of any one series of the
preferred stock shall be identical with each other in all respects except as to
the dates from and after which dividends thereon shall be cumulative. All
preferred stock redeemed, purchased or otherwise acquired by the corporation
(including shares surrendered for conversion) shall be canceled and thereupon
restored to the status of authorized but unissued preferred stock undesignated
as to series.

          III. No holder of common stock or of preferred stock shall be entitled
as a matter of right to subscribe for or purchase, or have any preemptive right
with respect to, any part of any new or additional issue of stock of any class
whatsoever, or of securities convertible into any stock of any class whatsoever,
whether now or hereafter authorized and whether issued for cash or other
consideration or by way of dividend.

          IV.  Except as otherwise provided by the board of directors, in
accordance with paragraph I above in respect of any series of the preferred
stock, all voting rights of the corporation shall be vested exclusively in the
holders of the common stock who shall be entitled to one vote per share.

          5.   5% CLASS A PREFERRED STOCK

          DESIGNATION AND AMOUNT. 50,000 shares of preferred stock shall be
designated as "5% Class A Preferred Stock" (hereinafter referred to as the
"Class A Preferred Stock"). The Class A Preferred Stock will be comprised of
five series. The distinctive serial designations and the number of shares
initially in each series shall be as follows:



                                                                  Stated Value
         Series Designation                 Number of Shares      Per Share
         ------------------                 ----------------      ------------
                                                                       ($)
                                                                 
Series 1991 5% Class A Preferred Stock           15,000                100
Series 1992 5% Class A Preferred Stock           10,000                125
Series 1993 5% Class A Preferred Stock           10,000                150
Series 1994 5% Class A Preferred Stock           10,000                175
Series 1995 5% Class A Preferred Stock            5,000                225


          DIVIDENDS AND DISTRIBUTION. The annual rate of dividends payable on
each share of Class A Preferred Stock shall be the greater of (x) 5% per share
of the stated value

                                       -4-


of such share and (y) an amount per share equal to the amount per share of
dividends, if any, paid on the Common Stock and no more.

          Dividends on each share of Class A Preferred Stock shall be cumulative
from the date of original issue of such share and shall be payable, when and as
declared by the Board of Directors of the corporation, PROVIDED, that any
dividend required to be paid pursuant to clause (y) of the preceding paragraph
shall be paid simultaneously with the corresponding dividend on the Common
Stock. Each such dividend shall be paid to the holders of record as they appear
on the stock register of the corporation on such record date as shall be fixed
by the Board of Directors of the corporation

          LIQUIDATION RIGHTS. Upon the dissolution, liquidation or winding up of
the corporation, (i) the holders of Class A Preferred Stock shares shall be
entitled to receive and to be paid out of the assets of the corporation
available for distribution to its stockholders, before any payment to holders of
Common Stock pursuant to clause (ii) below, the amount per share equal to the
stated value of such share when originally issued, plus a sum equal to all
dividends on such shares accrued and unpaid thereon to the date of final
distribution, and thereafter (ii) the holders of Common Stock shall be entitled
to receive and to be paid out of the assets of the corporation available for
distribution to its stockholders the amount per share equal to the par value of
such share when originally issued.

          After the payment to the holders of Class A Preferred Stock and the
payment to the holders of Common Stock of the full amounts set forth above, the
holders of Class A Preferred Stock shall share the remaining assets of the
corporation with the holders of Common Stock, with each share of Class A
Preferred Stock being entitled to receive the same amount as is distributed in
respect of each share of Common Stock.

          In the event the assets of the corporation available for distribution
to the holders of the shares of Class A Preferred Stock upon any dissolution,
liquidation or winding up of the corporation, whether voluntary or involuntary,
shall be insufficient to pay in full all amounts to which such holders are
entitled, such assets of the corporation available for distribution shall be
distributed ratably to the holders of all outstanding shares of Class A
Preferred Stock and all such other shares of the corporation ranking PARI PASSU
in proportion to the amounts to which they shall be respectively entitled.

                                       -5-


          Neither the sale, lease or exchange (for cash, shares of stock,
securities or other consideration) of all or substantially all the property and
assets of the corporation nor the merger or consolidation of the corporation
into or with any other corporation or the merger or consolidation of any other
corporation into or with the corporation, shall be deemed to be a dissolution,
liquidation or winding up, voluntary or involuntary, for the purposes of this
Section.

          REDEMPTION. The shares of Class A Preferred Stock shall not be subject
to redemption at the election of the corporation, except that any affiliate of
the corporation may at any time or from time to time purchase shares of the
Class A Preferred Stock pursuant to the terms of the corporation's stock option
plan in effect on such date of redemption or pursuant to any other agreement
between the holder of the shares and the corporation or such affiliate for the
price specified in such plan or agreement.

          CONVERSION. The holders of the shares of the Class A Preferred Stock
shall have no right to convert such shares into shares of any other class or
series of capital stock of the corporation.

          VOTING RIGHTS. The number of authorized shares of Class A Preferred
Stock may be increased or decreased by the affirmative vote of a majority of
stock of the corporation. Except as provided in the previous sentence or
otherwise required by law, the holder of the Class A Preferred Stock shall not
have the right to vote on any matters. If entitled to vote, the Class A
Preferred Stock shall vote as a class with the common stock of the corporation
with each share of Class A Preferred Stock having one hundredth (1/100th) of a
vote per share.

          RANKING. Except as otherwise set forth in this paragraph 5, the Class
A Preferred Stock shall be deemed to rank PARI PASSU with the common stock of
the corporation.

          6.   The corporation is to have perpetual existence.

          7.   In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the by-laws of the corporation.

          8.   Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.

                                       -6-


          9.   A director or officer of the corporation shall not be liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director or officer, except to the extent that such exemption from
liability or limitation thereof is not permitted under the Delaware General
Corporation Law as currently in effect or as the same may hereafter be amended.
No amendment, modification or repeal of this Article 9 shall adversely affect
any right or protection of a director that exists at the time of such amendment,
modification or repeal.

          IN WITNESS WHEREOF, Continental PET Technologies, Inc. has caused this
certificate to be signed by Gerard J. Kerins, its President, and attested by
Richard L. Croiter, its Assistant Secretary, on the 31st day of March 1994.

                                              CONTINENTAL PET TECHNOLOGIES, INC.

                                              By /s/ Gerard J. Kerins
                                                --------------------------------

Attest:

/s/ Richard L. Croiter
- ----------------------

                                       -7-

EX-3.26

                                                                    EXHIBIT 3.26

[STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                              MARC INDUSTRIES, INC.

     1.   The name of the corporation is Marc Industries, Inc.

     2.   The address of its registered office in the the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address in The
Corporation Trust Company.

     3.   The nature of the business or purposes to be conducted or promoted is
to engage in lawful act or activity for which a corporation may be organized
under the General Corporation law of the State of Delaware.

     4.   The total number of shares of stock which the corporation shall have
authority to issue is 100,000 Common shares at no par value.

     5.   The name and mailing address of the incorporator is as follows:

          NAME                         MAILING ADDRESS
          ----                         ---------------

          Thomas W. Gray               120 W. 12th St., Kansas City, MO 64105

     6.   The corporation is to have perpetual existence.

     7.   In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.

     8.   Elections of directors need not be by written ballot unless the bylaws
of the corporation shall so provide.

     9.   The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

     10.  A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit.



     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 16 day of December, 1996.

                                                   /s/ Thomas W. Gray
                                                   -----------------------------
                                                   Thomas W. Gray

STATE OF MISSOURI   )
                    ) SS
COUNTY OF JACKSON   )

     On this 16th day of December 1996, before me the undersigned, a Notary
Public, in and for the County and State aforesaid, personally appeared
Thomas W. Gray to me known to be the person who executed the foregoing
instrument in my presence and acknowledged to me that he executed the same as
his free act and deed.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year last above written.

                                              /s/ Vickie Lee Hill
                                              ----------------------------------
My Commission Expires:                        NOTARY PUBLIC

[SEAL]

                                        2

EX-3.27

                                                                    EXHIBIT 3.27

                           [STATE OF CALIFORNIA LOGO]

                                                                          [SEAL]

                               SECRETARY OF STATE

     I, BILL JONES, Secretary of State of the State of California, hereby
certify:

     That the attached transcript of 1 page(s) was prepared by and in this
office from the record on file, of which it purports to be a copy, and that it
is full, true and correct.

[SEAL]                                IN WITNESS WHEREOF, I execute this
                                         certificate and affix the Great Seal of
                                         the State of California this day of

                                                April 09 2001
                                         ---------------------------------------

                                             /s/ Bill Jones
                                            ------------------
                                            Secretary of State



                                                   Filed with Secretary of State

                                                                         [STAMP]

                            ARTICLES OF INCORPORATION

                                       OF

                     MARTELL MEDICAL PRODUCTS, INCORPORATED

                                    ARTICLE I

     The name of this corporation is MARTELL MEDICAL PRODUCTS, INCORPORATED
     hereby.

                                   ARTICLE II

     The purpose of this corporation is to engage in any lawful act or activity
     for which a corporation may be organized under the General Corporation Law
     of California other than the banking business, the trust company business
     or the practice of a profession permitted to be incorporated by the
     California Corporations Code.

                                   ARTICLE III

     The name and address in the State of California of this corporation's
     initial agent for service of process is: Michael D. Martell 6297 Sandoval
     Avenue; Riverside, California 92509

                                   ARTICLE IV

     The corporation is authorized to issue only one class of shares of stock;
     and the total number of shares which this corporation is authorized to
     issue is ten million (10,000,000) shares.

                                    ARTICLE V

     This corporation is a closed corporation. All of the corporation's issued
     shares of stock shall be held of record by not more than ten (10) persons.

                                   ARTICLE VI

     The names and addresses of the persons who are appointed to act as the
     initial directors of this corporation are:

     Michael D. Martell     Arthur J. Martell          Theresa F. Martell
     6297 Sandoval Avenue   5216 Seashore Drive, #B    5216 Seashore Drive, #B
     Riverside, Ca. 92509   Newport Beach, Ca. 92663   Newport Beach, Ca. 92663

     DATED: 5-5-84

              /s/ Michael D. Martell              /s/ Theresa F. Martell
              ----------------------  ------------------------------------------

              /s/ Arthur J. Martell
              ----------------------  ------------------------------------------
                                      [Signature(s) of Incorporator/Director(s)]

     We hereby declare that we are the persons who executed the foregoing
     Article of Incorporation, which execution is our act and deed.

              /s/ Michael D. Martell              /s/ Theresa F. Martell
              ----------------------  ------------------------------------------

              /s/ Arthur J. Martell
              ----------------------  ------------------------------------------
- --------------------------------------------------------------------------------
NOTES:   1. If this is to be a close corporation:
               a.   The word "incorporated", "corporation", or "limited", or an
                    abbreviation of one of such words must appear in the name.
               b.   An Article V must be typed in above and should say: "This
                    corporation is a close corporation. All of the corporation's
                    issued shares of stock shall be held of record by not more
                    than ten (10) persons.

         2. If it is desired (it is not necessary) to name the directors in the
            articles.
               a.   An Article V or VI must be typed in above and should say
                    "The names and addresses of the initial directors are as
                    follows: ___________________." Each directors so named must
                    also sign and acknowledge the articles.

         3. If directors are not named in the articles, the incorporator's name
            and address should be typed below his signature.

     WOLCOTTS FORM 436. REV.1.77. ARTICLES OF INCORPORATION, SHORT FORM

                                                                          [SEAL]

EX-3.28

                                                                    EXHIBIT 3.28

                            ARTICLES OF ORGANIZATION

                                       OF

                                 NHW AUBURN, LLC

             UNDER SECTION 203 OF THE LIMITED LIABILITY COMPANY LAW

     FIRST:      The name of the limited liability company is NHW Auburn, LLC.

     SECOND:     The county within this state in which the office of the limited
liability company is to be located is Onondaga County.

     THIRD:      The secretary of state is designated as agent of the limited
liability company upon whom process against it may be served. The post office
address within or without this state to which the secretary of state shall mail
a copy of any process against the limited liability company served upon him or
her is One Websters Landing, Syracuse, New York 13202.

     FOURTH:     The limited liability company is to be managed by (check
appropriate box):

     /X/         1 or more members

     / /         A class or classes of members

     / /         1 or more managers

     / /         A class or classes of managers

     IN WITNESS WHEREOF, this certificate has been subscribed this 25th day of
March, 1996, by the undersigned who affirms that the statements made herein are
true under the penalties of perjury.

                                          /s/ Colleen Parks Andriano
                                         -------------------------------------
                                         Colleen Parks Andriano, Organizer



                            ARTICLES OF ORGANIZATION

                                       OF

                                 NHW AUBURN, LLC

               UNDER SECTION 203 THE LIMITED LIABILITY COMPANY LAW

                                                                         [STAMP]


                           BOND, SCHOENECK & KING, LLP
                                ATTRONEYS AT LAW
                              111 WASHINGTON STREET
                                ALBANY, NEW YORK
                                   12210-2211

EX-3.29

                                                                    EXHIBIT 3.29

                              CERTIFICATE OF CHANGE

                                       OF

                                 NHW Auburn, LLC

            Under Section 211-A of the Limited Liability Company Law

1.   The name of the limited liability company is: NHW Auburn, LLC.

2.   The date of filing of the original articles of organization with the
Department of State was March 27th, ILLEGIBLE.

3.   The articles of organization are amended:

     To change the post office address to which the Secretary of State shall
mail a copy of any process in any action or proceeding against the limited
liability company which may be served on him to read as follows: c/o C T
Corporation System, 111 Eighth Avenue, New York, NY 10011.

     To designate C T CORPORATION SYSTEM located at 111 Eighth Avenue, New
York, NY 10011 as its registered agent in New York upon whom all process against
the limited liability company may be served.

     To change the location of the limited liability company's office to
New York County.

                             Owens-Brockway Glass Container Inc.


                              /s/ James W. Baehren
                             --------------------------------------------------
                             James W. Baehren, Vice President/Authorized Person

                                        1


                              CERTIFICATE OF CHANGE

                                       OF

                                 NHW AUBURN, LLC

            UNDER SECTION 211-A OF THE LIMITED LIABILITY COMPANY LAW

                                 Kelly McGaharan
                               Owens-Illinois Inc.
                                    1 SeaGate
                                Toledo, OH 43666

                                                                         [STAMP]

                                        2

EX-3.30

                                                                    EXHIBIT 3.30

                            CERTIFICATE OF AMENDMENT
                         OF THE ARTICLES OF ORGANIZATION
                                       OF

                                 NHW AUBURN, LLC

             UNDER SECTION 211 OF THE LIMITED LIABILITY COMPANY LAW

          FIRST:   The name of the limited liability company is NHW Auburn, LLC.

          SECOND:  The initial articles of organization of the limited liability
company were filed March 27, 1996, under the name of NHW Auburn, LLC.

          THIRD:   The articles of organization are amended by this certificate
to change the post office address of the company.

          FOURTH:  Paragraph "THIRD" of the articles of organization is amended
and substituted in full to read as follows:

          THIRD:   The secretary of state is designated as agent of
     the limited liability company upon whom process against it may be
     served. The post office address within or without this state to
     which the secretary of state shall mail a copy of any process
     against the limited liability company served upon him or her is
     c/o Owens-Brockway Glass Container Inc., One SeaGate, Toledo,
     Ohio 43666, Attention: James L. Seving, Controller.

          FIFTH:   Paragraph "FOURTH" of the articles of organization is amended
and substituted in full to read as follows:

          FOURTH:  The limited liability company is to be managed by its member.

          IN WITNESS WHEREOF this certificate has been subscribed as of the 13th
day of December, 1999, by the undersigned who affirm that the statements made
herein are true under the penalties of perjury.

                                             /s/ David C. Notting
                                             ----------------------------------
                                             David C. Notting, Member

                                             /s/ James E. Herr
                                             ----------------------------------
                                             James E. Herr

                                             /s/ Charles C. Wallace
                                             ----------------------------------
                                             Charles C. Wallace, Jr

                                        1


                            CERTIFICATE OF AMENDMENT

                                       OF

                                 NHW AUBURN, LLC

             UNDER SECTION 211 OF THE LIMITED LIABILITY COMPANY LAW

                                                                         [STAMP]

                                                Filer:

                                                Colleen Parks Andriano
                                                Bond, Schoeneck & King, LLP
                                                111 Washington Avenue
                                                Albany, New York 12210-2211

                                       2

EX-3.31

                                                                    EXHIBIT 3.31

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                                OB CAL SOUTH INC.

          1.   The name of the corporation is OB Cal South Inc.

          2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          3.   The nature of the business or purposes to be conducted or
promoted is to engage in lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of Delaware.

          4.   The total number of shares of stock which the corporation shall
have authority to issue is 1,000 Common shares at $0.01 par value.

          5. The name and mailing address of the incorporator is as follows:

               NAME                                      MAILING ADDRESS
          ----------------                       -----------------------------
          James W. Baehren                       One SeaGate, Toledo, OH 43666

          6.   The corporation is to have perpetual existence.

          7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeat
the bylaws of the corporation.

          8.   Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          9.   The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.



          10.  A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 22nd day of January, 1997.

                                               /s/ James W. Baehren
                                               -------------------------
                                               James W. Baehren

EX-3.32

                                                                    EXHIBIT 3.32

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 OI AID STS INC.

          1.   The name of the corporation is:

                                 OI AID STS Inc.

          2.   The address of its registered office in the State of Delaware is
229 South State Street in the City of Dover, County of Kent. The name of its
registered agent at such address is The Prentice-Hall Corporation System, Inc.

          3.   The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

          4.   The total number of shares of all classes of stock that the
corporation shall have authority to issue is 1,000 shares, all of which are
Common Stock with a par value of $0.01.

          5.   The name and mailing address of the incorporator is

                                Robert J. Palme
                                Latham & Watkins
                                885 Third Avenue
                            New York, New York 10022

          6.   In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is



expressly authorized to make, alter or repeal the bylaws of the corporation.

          7.   Election of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          8.   No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit.

          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, herein declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 8th day of March, 1987.

                                                        /s/ Robert J. Palme
                                                        ----------------------
                                                        Robert J. Palme
                                                        Incorporator

                                       -2-

EX-3.33

                                                                    EXHIBIT 3.33

                                                                          [SEAL]

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 OI AUBURN INC.

          1.   The name of the corporation is OI Auburn Inc.

          2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          3.   The nature of the business or purposes to be conducted or
promoted is to engage in lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of Delaware.

          4.   The total number of shares of stock which the corporation shall
have authority to issue is 1,000 Common shares at $0.01 par value.

          5.   The name and mailing address of the incorporator is as follows:

               NAME                               MAILING ADDRESS
          ----------------                 -----------------------------
          James W. Baehren                 One SeaGate, Toledo, OH 43666

          6.   The corporation is to have perpetual existence.

          7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.

          8.   Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          9.   The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.



          10.  A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 18th day of July, 1996.


                                                  /s/ James W. Baehren
                                                  ---------------------------
                                                  James W. Baehren

EX-3.34

                                                                    EXHIBIT 3.34

                          CERTIFICATE OF INCORPORATION

                                       OF

                                OI AUSTRALIA INC.

          1.   The name of the corporation is OI Australia Inc.

          2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          3.   The nature of the business or purposes to be conducted or
promoted is to engage in lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of Delaware.

          4.   The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 Common shares at $0.01 par value.

          5.   The name and mailing address of the incorporator is as follows:

                NAME                                   MAILING ADDRESS
          -----------------                     -----------------------------
          Jeffrey A. Denker                     One SeaGate, Toledo, OH 43666

          6.   The corporation is to have perpetual existence.

          7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.

          8.   Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          9.   The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

                                                                         [STAMP]



          10.  A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 16th day of April, 1998.


                                                    /s/ Jeffrey A. Denker
                                                    --------------------------
                                                    Jeffrey A. Denker

EX-3.35

                                                                    EXHIBIT 3.35

[STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                             OI BRAZIL CLOSURE INC.

          1.   The name of the corporation is OI Brazil Closure Inc.

          2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          3.   The nature of the business or purposes to be conducted or
promoted is to engage in lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of Delaware.

          4.   The total number of shares of stock which the corporation shall
have authority to issue is 1,000 Common shares at $0.01 par value.

          5.   The name and mailing address of the incorporator is as follows:

               NAME                                   MAILING ADDRESS
          ----------------                     -----------------------------
          James W. Baehren                     One SeaGate, Toledo, OH 43666

          6.   The corporation is to have perpetual existence.

          7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.

          8.   Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          9.   The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.



          10.  A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 24th day of April, 1998.

                                                    /s/ James W. Baehren
                                                    --------------------------
                                                    James W. Baehren

EX-3.36

                                                                    EXHIBIT 3.36

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                                OB CAL NORTH INC.

          1.   The name of the corporation is OB Cal North Inc.

          2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          3.   The nature of the business or purposes to be conducted or
promoted is to engage in lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of Delaware.

          4.   The total number of shares of stock which the corporation shall
have authority to issue is 1,000 Common shares at $0.01 par value.

          5.   The name and mailing address of the Incorporator is as follows:

               NAME                                    MAILING ADDRESS
          ----------------                      -----------------------------
          James W. Baehren                      One SeaGate, Toledo, OH 43666

          6.   The corporation is to have perpetual existence.

          7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.

          8.   Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          9.   The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.



          10.  A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 22nd day of January, 1997.


                                                    /s/ James W. Baehren
                                                    --------------------------
                                                    James W. Baehren

EX-3.37

                                                                    EXHIBIT 3.37

[STAMP]

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                OB CAL NORTH INC.

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

                    Adopted in accordance with the provisions
                    of Section 242 of the General Corporation
                          Law of the State of Delaware

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

          I, a Vice President of OB Cal North Inc., a corporation existing under
the laws of the State of Delaware, do hereby certify as follows:

          FIRST: That the Certificate of Incorporation of said corporation has
been amended as follows:

          By striking out the whole of Article FIRST thereof as it now exists
and inserting in lieu and instead thereof a new Article 1, reading as follows:

          "1. The name of the corporation is OI California Containers Inc."

          SECOND: That such amendment has been duly adopted in accordance with
the provisions of the General Corporation Law of the State of Delaware by the
unanimous written consent of the sole stockholder entitled to vote in accordance
with the provisions of Section 228 of the General Corporation Law of the State
of Delaware.

          IN WITNESS WHEREOF, I have signed this certificate this 18th day of
February, 1999.

                                                    /s/ James W. Baehren
                                                    --------------------------
                                                    James W. Baehren
                                                    Vice President

EX-3.38

                                                                    EXHIBIT 3.38

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                              OI CASTALIA STS INC.

          1.   The name of the corporation is:

                   OI Castalia STS Inc.

          2.   The address of its registered office in the State of Delaware is
229 South State Street in the City of Dover, County of Kent. The name of its
registered agent at such address is The Prentice-Hall Corporation System, Inc.

          3.   The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

          4.   The total number of shares of all classes of stock that the
corporation shall have authority to issue is 1,000 shares, all of which are
Common Stock with a par value of $0.01.

          5.   The name and mailing address of the incorporator is

                                Robert J. Palme
                                Latham & Watkins
                                885 Third Avenue
                            New York, New York 10022

          6.   In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is



expressly authorized to make, alter or repeal the bylaws of the corporation.

          7.   Election of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          8.   No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit.

          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, herein declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 8th day of March, 1987.

                                                       /s/ Robert J. Palme
                                                      -----------------------
                                                      Robert J. Palme
                                                      Incorporator

                                       -2-

EX-3.39

                                                                    EXHIBIT 3.39

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                               OI CONSOL STS INC.

          1.   The name of the corporation is:

                               OI Consol STS Inc.

          2.   The address of its registered office in the State of Delaware is
229 South State Street in the City of Dover, County of Kent. The name of its
registered agent at such address is The Prentice-Hall Corporation System, Inc.

          3.   The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

          4.   The total number of shares of all classes of stock that the
corporation shall have authority to issue is 1,000 shares, all of which are
Common Stock with a par value of $0.01.

          5.   The name and mailing address of the incorporator is

                                Robert J. Palme
                                Latham & Watkins
                                885 Third Avenue
                            New York, New York 10022

          6.   In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is



expressly authorized to make, alter or repeal the bylaws of the corporation.

          7.   Election of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          8.   No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit.

          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, herein declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 8th day of March, 1987.

                                                         /s/ Robert J. Palme
                                                        ------------------------
                                                        Robert J. Palme
                                                        Incorporator

EX-3.40

                                                                    EXHIBIT 3.40

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                               OI ECUADOR STS INC.

          1.   The name of the corporation is:

                               OI Ecuador STS Inc.

          2.   The address of its registered office in the State of Delaware is
229 South State Street in the City of Dover, County of Kent. The name of its
registered agent at such address is The Prentice-Hall Corporation System, Inc.

          3.   The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

          4.   The total number of shares of all classes of stock that the
corporation shall have authority to issue is 1,000 shares, all of which are
Common Stock with a par value of $0.01.

          5.   The name and mailing address of the incorporator is

                                Robert J. Palme
                                Latham & Watkins
                                885 Third Avenue
                            New York, New York 10022

          6.   In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is



expressly authorized to make, alter or repeal the bylaws of the corporation.

          7.   Election of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          8.   No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit.

          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, herein declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 8th day of March, 1987.

                                                      /s/ Robert J. Palme
                                                      ------------------------
                                                      Robert J. Palme
                                                      Incorporator

                                       -2-

EX-3.41

                                                                    EXHIBIT 3.41

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                              OI EUROPE & ASIA INC.

          1.   The name of the corporation is OI Europe & Asia Inc.

          2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          3.   The nature of the business or purposes to be conducted or
promoted is to engage in lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of Delaware.

          4.   The total number of shares of stock which the corporation shall
have authority to issue is 1,000 Common shares at $0.01 par value.

          5.   The name and mailing address of the incorporator is as follows:

              NAME                                      MAILING ADDRESS
          ----------------                       -----------------------------
          James W. Baehren                       One SeaGate, Toledo, OH 43666

          6.   The corporation is to have perpetual existence.

          7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.

          8.   Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          9.   The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.



          10.  A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 15th day of December.

                                                     /s/ James W. Baehren
                                                    --------------------------
                                                    James W. Baehren

EX-3.42

                                                                    EXHIBIT 3.42

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                             OI GENERAL FINANCE INC.

          1.   The name of the corporation is OI General Finance Inc.

          2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          3.   The nature of the business or purposes to be conducted or
promoted is to engage in lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of Delaware.

          4.   The total number of shares of stock which the corporation shall
have authority to issue is 1,000 Common shares at $0.01 par value.

          5.   The name and mailing address of the Incorporator is as follows:

              NAME                                  MAILING ADDRESS
          ----------------                   -----------------------------
          James W. Baehren                   One SeaGate, Toledo, OH 43666

          6.   The corporation is to have perpetual existence.

          7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.

          8.   Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          9.   The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.



          10.  A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit.

        I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 19th day of April, 1993.

                                                     /s/ James W. Baehren
                                                    --------------------------
                                                    James W. Baehren

EX-3.43

                                                                    EXHIBIT 3.43

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                               OI GENERAL FTS INC.

          1.   The name of the corporation is:

                               OI General FTS Inc.

          2.   The address of its registered office in the State of Delaware is
229 South State Street in the City of Dover, County of Kent. The name of its
registered agent at such address is The Prentice-Hall Corporation System, Inc.

          3.   The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

          4.   The total number of shares of all classes of stock that the
corporation shall have authority to issue is 1,000 shares, all of which are
Common Stock with a par value of $0.01.

          5.   The name and mailing address of the incorporator is

                                Robert J. Palme
                                Latham & Watkins
                                885 Third Avenue
                            New York, New York 10022

          6.   In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is



expressly authorized to make, alter or repeal the bylaws of the corporation.

          7.   Election of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          8.   No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit.

          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, herein declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 5th day of March, 1987.

                                                       /s/ Robert J. Palme
                                                       -----------------------
                                                       Robert J. Palme
                                                       Incorporator

EX-3.44

                                                                    EXHIBIT 3.44

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                     HEALTH CARE AND RETIREMENT CORPORATION

     1.  The name of the corporation is:

       Health Care and Retirement Corporation

     2.  The address of its registered office in the State of Delaware is 229
South State Street in the City of Dover, County of Kent. The name of its
registered agent at such address is The Prentice-Hall Corporation Systems, Inc.

     3.  The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

     4.  The total number of shares of all classes of stock that the corporation
shall have authority to issue is 1,000 shares, all of which are Common Stock
with a par value of $0.01.

     5.  The name and mailing address of the incorporator is

                                Robert J. Palme
                                Latham & Watkins
                                885 Third Avenue
                            New York, New York 10022

     6.  In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is



expressly authorized to make, alter or repeal the bylaws of the corporation.

     7.  Election of directors need not be by written ballot unless the bylaws
of the corporation shall so provide.

     8.  No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit.

     I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, herein declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 5th day of March, 1987.

                                                             /s/ Robert J. Palme
                                                             -------------------
                                                             Robert J. Palme
                                                             Incorporator

EX-3.45

                                                                    EXHIBIT 3.45

                                                                         [STAMP]

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                     HEALTH CARE AND RETIREMENT CORPORATION

          The undersigned, being a Vice President of Health Care and Retirement
Corporation (the "Corporation"), a corporation organized and existing under the
laws of the State of Delaware, does hereby certify as follows:

               (1) That this amendment has been duly adopted in accordance with
          the provisions of Section 242 of the General Corporation Law of the
          State of Delaware.

               (2) That Article First of the Certificate of Incorporation of
          the Corporation be, and it hereby is, amended to read in its entirety
          as follows:

               FIRST:    The name of this Corporation is:

                  O-I Health Care Holding Corp.

          IN WITNESS WHEREOF, I have signed this Certificate this 27TH day of
August, 1991.

                                        HEALTH CARE AND RETIREMENT CORPORATION

                                        By: /s/ Thomas L. Young
                                            --------------------------
                                        Name: Thomas L. Young
                                              ------------------------
                                        Title: Vice President

[SEAL]

ATTEST:

/s/ Wade O'Brian
- -----------------------
Name:  Wade O'Brian
       ----------------
Title: Assistant Secretary

EX-3.46

                                                                    EXHIBIT 3.46

                                                                Date  4-4-85

                            ARTICLES OF INCORPORATION
                                       OF
                             O-I CARE CENTERS, INC.

     ARTICLE I. The name of this corporation (which is hereinafter referred to
as the "Corporation") is O-I Care Centers, Inc.

     ARTICLE II. The principal office of the Corporation is located in the City
of Toledo, in Lucas County.

     ARTICLE III. The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be formed under the Ohio General
Corporation Law.

     ARTICLE IV. The total number of shares that may be issued by the
Corporation is one hundred (100) shares of Common Stock, no par value ("Common
Shares").

     ARTICLE V. The Corporation shall have perpetual existence.

     ARTICLE VI. The stated capital of the Corporation shall be Five Hundred
Dollars ($500).


                                           /s/ David L. Gray
                                           ---------------------------
                                           David L. Gray
                                           Incorporator


                                           /s/ Karen Brenner Wasil
                                           ---------------------------
                                           Karen Brenner Wasil
                                           Incorporator


                                           /s/ Stephanie G. Heim
                                           ---------------------------
                                           Stephanie G. Heim
                                           Incorporator



                          ORIGINAL APPOINTMENT OF AGENT

     The undersigned, being the incorporators of O-I Care Centers, Inc., hereby
appoints CT Corporation System, a corporation having a business address in this
state upon which any process, notice or demand required or permitted by statute
to be served upon the corporation may be served.

     Its complete address is 815 Superior Street, Cleveland, Cuyahoga County,
Ohio 44114.


                                           /s/ David L. Gray
                                           ---------------------------
                                           David L. Gray
                                           Incorporator


                                           /s/ Karen Brenner Wasil
                                           ---------------------------
                                           Karen Brenner Wasil
                                           Incorporator


                                           /s/ Stephanie G. Heim
                                           ---------------------------
                                           Stephanie G. Heim
                                           Incorporator

EX-3.47

                                                                    EXHIBIT 3.47

                                                Charter #    652363
                                                         ----------------
                                                Approved by  AT
                                                           --------------
                                                Date         6-5-85
                                                    ---------------------
                                                Fee $        35.-
                                                     --------------------


                            CERTIFICATE OF AMENDMENT
                                BY INCORPORATORS
                          TO ARTICLES OF INCORPORATION
                                       OF
                             O-I CARE CENTERS, INC.
                      PURSUANT TO SECTION 1701.70 (A) R.C.
                                    * * * * *

          We, the undersigned, being all of the incorporators of the above named
corporation, do certify that subscriptions to shares have not been received in
such amount that the stated capital of such shares is at least equal to the
stated capital set forth in the articles as that with which the corporation will
begin business and that we have elected to amend the articles as follows:

          RESOLVED, That Article 1 be amended to read as follows:

          1.   The name of the corporation is:
                   O-I HOLDING COMPANY, INC.

          IN WITNESS WHEREOF, we, being all of the incorporators of the above
named corporation, have hereto subscribed our names this 1st day of May, 1985.


                                                    /s/ David  L. Gray
                                                    ---------------------------
                                                    David L. Gray


                                                    /s/ Karen Brenner Wasil
                                                    ---------------------------
                                                    Karen Brenner Wasil


                                                    /s/ Stephanie G. Heim
                                                    ---------------------------
                                                    Stephanie G. Heim
                                                      Incorporators



                                                                    June 3, 1985

Ohio Secretary of State
30, E. Broad Street
14th Floor
Columbus, Ohio 43215

Sir:

          On the 3rd day of June, 1985, the Board of Directors of O-I Holding
Company of Alexandria passed the following resolution:

               RESOLVED, that O-I Holding Company of Alexandria hereby
          gives its consent to O-I Care Centers, Inc. to use of the
          name of O-I Holding Company, Inc.

                                              O-I HOLDING COMPANY
                                               OF ALEXANDRIA


                                              By:  /s/ M. L. Schwartz
                                                 ------------------------
                                                   M. L. Schwartz
                                                   Assistant Secretary

EX-3.48

                                                                    EXHIBIT 3.48

                                                                         [STAMP]

                     CERTIFICATE OF PRESIDENT AND SECRETARY
                                       OF
                            O-I HOLDING COMPANY, INC.
                               (Ohio Corporation)

                        SHOWING APPROVAL AND ADOPTION OF
                               AGREEMENT OF MERGER

          David G. VanHooser, President, and Thomas L. Young, Secretary, of O-I
Holdings Company, Inc., a corporation organized and existing under the laws of
Ohio, do hereby certify as such officers of said corporation that the Agreement
of Merger to which this certificate is attached after having been signed on
behalf of O-I Holdings Company, Inc., a corporation of the State of Ohio, the
surviving corporation of this merger, was duly adopted pursuant to Title 17,
Section 1701.80 of the Revised Code of Ohio by unanimous written action of the
Board of Directors of said corporation on October 31, 1991, the articles or
regulations of said corporation do not require that the agreement be adopted by
the shareholders or by the holders of a particular class of shares of said
corporation.

          The Agreement of Merger does not conflict with the articles or
regulations of said corporation and there is no change to the articles or
regulations of said corporation nor any action authorized which apart from the
merger would require adoption of the Agreement of Merger by the shareholders or
by the holders of a particular class of shares of said corporation. The merger
does not involve the issuance or transfer by the said surviving corporation to
the shareholders of any of the subsidiaries which are parties to the merger of
such number of shares of the surviving corporation which will entitle the
holders thereof after the consummation of the merger to exercise one-sixth or
more of the voting power of said corporation in the election of directors. There
is no change in the directors of said corporation that would require action by
the shareholders or by the holders of a particular class of said surviving
corporation. That said corporation is the owner of all issued and outstanding
shares of its said subsidiaries which are parties to the merger, all as set out
in Section 5 of the Agreement of Merger, in which section all of said
subsidiaries are identified. That the Agreement of Merger was thereby adopted by
unanimous action of the Board of Directors of said O-I Holdings Company, Inc.,
the surviving corporation, and is the duly adopted agreement and act of said
corporation.

          IN WITNESS WHEREOF David G. VanHooser, President, and Thomas L. Young,
Secretary, have hereunto subscribed their names this 31st day of October, 1991.


                                                /s/ David G. VanHooser
                                                --------------------------------
                                                David G. VanHooser, President


                                                /s/ Thomas L. Young
                                                --------------------------------
                                                Thomas L. Young, Secretary



                     CERTIFICATE OF PRESIDENT AND SECRETARY

                                       OF
                      O-I HOLDING COMPANY OF BLEDSOE COUNTY
                          O-I HOLDING COMPANY OF CENTER
                       O-I HOLDING COMPANY OF CLAY COUNTY
                     O-I HOLDING COMPANY OF FENTRESS COUNTY
                       O-I HOLDING COMPANY OF MACON COUNTY
                        O-I HOLDING COMPANY OF NEW BOSTON
                       O-I HOLDING COMPANY OF ORMOND BEACH
                     O-I HOLDING COMPANY OF SENATOBIA COUNTY
                    O-I PHYSICIANS & SURGEONS HOLDING COMPANY
                      O-I WOMENS' HOSPITAL HOLDING COMPANY

                       (Corporations of the State of Ohio)

                        SHOWING APPROVAL AND ADOPTION OF
                               AGREEMENT OF MERGER

          David G. VanHooser, President, and Thomas L. Young, Secretary, of each
of the following named corporations, each of which is a corporation organized
and existing under the laws of the State of Ohio:

          O-I HOLDING COMPANY OF BLEDSOE COUNTY
          O-I HOLDING COMPANY OF CENTER
          O-I HOLDING COMPANY OF CLAY COUNTY
          O-I HOLDING COMPANY OF FENTRESS COUNTY
          O-I HOLDING COMPANY OF MACON COUNTY
          O-I HOLDING COMPANY OF NEW BOSTON
          O-I HOLDING COMPANY OF ORMOND BEACH
          O-I HOLDING COMPANY OF SENATOBIA COUNTY
          O-I PHYSICIANS & SURGEONS HOLDING COMPANY
          O-I WOMENS' HOSPITAL HOLDING COMPANY

do hereby certify as such officers of each of said corporations that the
Agreement of Merger to which this certificate is attached was duly approved by
the Board of Directors of each of such corporations by unanimous written action
on October 31, 1991, pursuant to its Articles of Incorporation and in accordance
with the laws of the State of Ohio. Pursuant to the provisions of Section
1701.80 of the Revised Code of Ohio and its Articles of Incorporation no vote of
the shareholders of any of said corporations was required to approve and adopt
the Agreement of Merger. All of the shares of each of said corporations are
owned by O-I Holdings Company, Inc., the surviving parent corporation. Thus,
such ownership constitutes more than 90% of each class of the outstanding shares
of said corporations. The manner of approval of the Agreement of Merger and the
action by the directors constituted the adoption of the Agreement of Merger by
each of said corporations pursuant to and in conformity with the laws of Ohio



and is thereby the duly adopted agreement and act of each of said corporations
named above.

          IN WITNESS WHEREOF, David G. VanHooser, President, and Thomas L.
Young, Secretary, of each of the corporations named above as subsidiaries of O-I
Holdings Company, Inc. have hereunto subscribed their names this 31st day of
October, 1991.

                                                /s/ David G. VanHooser
                                                --------------------------------
                                                David G. VanHooser, President


                                                /s/ Thomas L. Young
                                                --------------------------------
                                                Thomas L. Young, Secretary

                                       -2-

EX-3.49

                                                                    EXHIBIT 3.49

                              CERTIFICATE OF MERGER

                                       OF

                      O-I HOLDING COMPANY OF BLEDSOE COUNTY
                          O-I HOLDING COMPANY OF CENTER
                       O-I HOLDING COMPANY OF CLAY COUNTY
                     O-I HOLDING COMPANY OF FENTRESS COUNTY
                       O-I HOLDING COMPANY OF MACON COUNTY
                        O-I HOLDING COMPANY OF NEW BOSTON
                       O-I HOLDING COMPANY OF ORMOND BEACH
                     O-I HOLDING COMPANY OF SENATOBIA COUNTY
                    O-I PHYSICIANS & SURGEONS HOLDING COMPANY
                       O-I WOMENS HOSPITAL HOLDING COMPANY

                       (Corporations of the State of Ohio)

                                      INTO

                            O-I HOLDING COMPANY, INC.

                      (A Corporation of the State of Ohio)

          The Agreement of Merger to which this certificate is attached having
been duly adopted in accordance with the laws of the State of Ohio and with its
Articles of Incorporation as set forth in the attached certificates of the
President and Secretary of O-I HOLDING COMPANY, INC., and the President and
Secretary of each of the following corporations:

          O-I HOLDING COMPANY OF BLEDSOE COUNTY
          O-I HOLDING COMPANY OF CENTER
          O-I HOLDING COMPANY OF CLAY COUNTY
          O-I HOLDING COMPANY OF FENTRESS COUNTY
          O-I HOLDING COMPANY OF MACON COUNTY
          O-I HOLDING COMPANY OF NEW BOSTON
          O-I HOLDING COMPANY OF ORMOND BEACH
          O-I HOLDING COMPANY OF SENATOBIA COUNTY
          O-I PHYSICIANS & SURGEONS HOLDING COMPANY
          O-I WOMENS HOSPITAL HOLDING COMPANY

each of the parties to the said Agreement of Merger, the officers



do hereby sign the Certificate of Merger pursuant to Section 1701.81 of the
Revised Code of Ohio this 31st day of October, 1991.

                                                    /s/ David G. VanHooser
                                                    ---------------------------
                                                    President
                                                    David G. VanHooser

                                                    /s/ Thomas L. Young
                                                    ---------------------------
                                                    Secretary
                                                    Thomas L. Young

                                     O-I HOLDINGS COMPANY, INC.

                                                    /s/ David G. VanHooser
                                                    ---------------------------
                                                    President
                                                    David G. VanHooser

                                                    /s/ Thomas L. Young
                                                    ---------------------------
                                                    Secretary
                                                    Thomas L. Young


                                     O-I HOLDING COMPANY OF BLEDSOE COUNTY
                                     O-I HOLDING COMPANY OF CENTER
                                     O-I HOLDING COMPANY OF CLAY COUNTY
                                     O-I HOLDING COMPANY OF FENTRESS COUNTY
                                     O-I HOLDING COMPANY OF MACON COUNTY
                                     O-I HOLDING COMPANY OF NEW BOSTON
                                     O-I HOLDING COMPANY OF ORMOND BEACH
                                     O-I HOLDING COMPANY OF SENATOBIA COUNTY
                                     O-I PHYSICIANS & SURGEONS HOLDING COMPANY
                                     O-I WOMENS HOSPITAL HOLDING COMPANY

                                       -2-


                          AGREEMENT AND PLAN OF MERGER

          THIS AGREEMENT AND PLAN OF MERGER, dated October 11, 1991 (the "Merger
Agreement"), is among O-I Holdings Company, Inc., an Ohio corporation ("OIH"),
and OIH's subsidiary corporations, each of which is an Ohio corporation, which
are parties and signatories to this Merger Agreement and also identified in
Section 5 hereof (the "Subsidiaries").

                                    RECITALS

          A.   OIH is the owner of all the issued and outstanding shares of each
of the Subsidiaries.

          B.   OIH and each of the Subsidiaries have agreed that each of the
Subsidiaries shall be merged with and into OIH, with OIH being the surviving
corporation in the merger (the "Merger").

          C.   In order to carry out the Merger in the manner and on the terms
contemplated in the Merger Agreement, the Board of Directors of OIH and the
respective Boards of Directors of each of the Subsidiaries have each duly
adopted this Merger Agreement, which is intended to meet the requirements of
Section 1701.80 of the Ohio Revised Code.

                                    AGREEMENT

          NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and for other good and valuable consideration the
receipt and adequacy of which is hereby acknowledged, OIH and each of the
Subsidiaries (sometimes hereinafter referred to as the "Constituent
Corporations") hereby agree as follows:

1.   THE MERGER

          On November 15, 1991 (the "Effective Date"), in accordance with this
Merger Agreement and the Ohio law, each of the Subsidiaries shall be merged with
and into OIH, the separate existence of each of the Subsidiaries shall cease,
and OIH shall continue as the surviving corporation under the corporate name it
possesses immediately prior to the Effective Date. OIH hereinafter is sometimes
referred to as the "Surviving Corporation."

2.   EFFECT OF THE MERGER

          When the Merger has been effected, the Surviving Corporation shall
thereupon and thereafter possess all the rights, privileges, immunities and
franchises, of a public as well as of a private nature of the Constituent
Corporations and each of them; all property, real, personal and mixed, and all
debts due on whatever account and all chores in action, and all and every other
interest, of or belonging to or due each of the Constituent Corporations shall
be vested in the Surviving Corporation without



further act or deed; and the title to any real estate, or any interest therein
vested in any of the Constituent Corporations shall not revert or be in any way
impaired by reason of the Merger. The Surviving Corporation shall henceforth be
responsible and liable for all the liabilities and obligations of each of the
Constituent Corporations so merged; any claim existing or action or proceeding
pending by or against any of the Constituent Corporations may be prosecuted as
if the Merger had not taken place, or the Surviving Corporation may be
substituted in its place. The Surviving Corporation shall have all the rights,
privileges, immunities and powers and shall be subject to all the duties and
liabilities of a corporation organized under Ohio law, and neither the rights of
creditors nor any liens upon the respective properties of the Constituent
Corporations and the Surviving Corporation shall be impaired by the Merger; all
with the effect set forth in the Ohio law.

3.   CONSUMMATION OF THE MERGER

          On or before the Effective Date the parties hereto will cause the
Merger to be consummated by filing with the Secretary of State a Certificate of
Merger in such form as required by, and executed in accordance with, the
relevant provisions of Ohio law.

4.   ARTICLES OF INCORPORATION; CODE OF REGULATIONS; BY-LAWS; DIRECTORS AND
OFFICERS

          The Articles of Incorporation, Code of Regulations and By-laws of OIH
as in effect immediately prior to the Effective Date shall be the Articles of
Incorporation, Code of Regulations and By-laws of the Surviving Corporation. The
directors of OIH immediately prior to the Effective Date shall be the initial
directors of the Surviving Corporation, and the officers of OIH immediately
prior to the Effective Date shall be the initial officers of the Surviving
Corporation, in each case until their successors are elected and qualified.

5.   CONVERSION OF SECURITIES

          Immediately prior to the Merger the designation and number of
outstanding shares of each class of shares of the Subsidiaries is as follows:



                                                                 No. of Shares
Name of Subsidiary                             Class             Outstanding
- ------------------                             -----             -------------
                                                               
O-I Holding Company of Bledsoe County          No Par                10
                                               Common

                                       -2-


O-I Holding Company of Center                  No Par                10
                                               Common

O-I Holding Company of Clay County             No Par                10
                                               Common

O-I Holding Company of Fentress County         No Par                10
                                               Common

O-I Holding Company of Macon County            No Par                10
                                               Common

O-I Holding Company of New Boston              No Par                10
                                               Common

O-I Holding Company of Ormond Beach            No Par                10
                                               Common

O-I Holding Company of Senatobia County        No Par                10
                                               Common

O-I Physicians & Surgeons Holding Company      No Par                10
                                               Common

O-I Womens Hospital Holding Company            No Par                10


All outstanding shares of each of the Subsidiaries are owned by OIH.

          Immediately prior to the Merger, OIH has authorized and outstanding 10
shares of no par common stock.

          At the Effective Date, by virtue of the Merger and without any action
on the part of OIH or any of the Subsidiaries:

               (a) Each share of each Subsidiary which is issued and outstanding
     immediately prior to the Effective Date shall be cancelled and retired, and
     no payment shall be made with respect thereto.

               (b) Each share of OIH issued and outstanding immediately prior to
     the Effective Date shall remain issued and outstanding without change and
     shall constitute the sole authorized and issued shares of the Surviving
     Corporation.

6.   MISCELLANEOUS

          This Agreement shall be governed in all respects, including validity,
interpretation and effect by the laws of the

                                       -3-


State of Ohio. This Agreement may be executed in one or more counterparts which
together shall constitute a single agreement.

          IN WITNESS WHEREOF, OIH and each and all of the Subsidiaries have
caused this agreement to be executed as of the date first written above by their
respective officers thereunder duly authorized.

                                  O-I HOLDING COMPANY, INC.

                                           By: /s/ David G. VanHooser
                                              ----------------------------------
                                              David G. VanHooser, President

                                           ATTEST:

                                           /s/ Thomas L. Young
                                           -------------------------------------
                                           Thomas L. Young, Secretary

                                  O-I HOLDING COMPANY OF BLEDSOE COUNTY
                                  O-I HOLDING COMPANY OF CENTER
                                  O-I HOLDING COMPANY OF CLAY COUNTY
                                  O-I HOLDING COMPANY OF FENTRESS COUNTY
                                  O-I HOLDING COMPANY OF MACON COUNTY
                                  O-I HOLDING COMPANY OF NEW BOSTON
                                  O-I HOLDING COMPANY OF ORMOND BEACH
                                  O-I HOLDING COMPANY OF SENATOBIA COUNTY
                                  O-I PHYSICIANS & SURGEONS HOLDING COMPANY
                                  O-I WOMENS HOSPITAL HOLDING COMPANY

                                           By: /s/ David G. VanHooser
                                              ----------------------------------
                                              David G. VanHooser, President of
                                              each of the above corporations

                                           ATTEST:

                                           /s/ Thomas L. Young
                                           -------------------------------------
                                           Thomas L. Young, Secretary of each
                                           of the above corporations

                                       -4-

EX-3.50

                                                                    EXHIBIT 3.50

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 OI HUNGARY INC.

          1.   The name of the corporation is OI Hungary Inc.

          2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          3.   The nature of the business or purposes to be conducted or
promoted is to engage in lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of Delaware.

          4.   The total number of shares of stock which the corporation shall
have authority to issue is 1,000 Common shares at $0.01 par value.

          5.   The name and mailing address of the incorporator is as follows:

                NAME                                   MAILING ADDRESS
          ----------------                     -----------------------------
          James W. Baehren                     One SeaGate, Toledo, OH 43666

          6.   The corporation is to have perpetual existence.

          7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.

          8.   Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          9.   The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.



          10.  A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 3rd day of November.


                                                   /s/ James W. Baehren
                                                   ---------------------------
                                                   James W. Baehren

EX-3.51

                                                                    EXHIBIT 3.51

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                         OI INTERNATIONAL HOLDINGS INC.

          1.   The name of the corporation is OI International Holdings Inc.

          2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          3.   The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which a corporation may
be organized under the General Corporation Law of the State of Delaware.

          4.   The total number of shares of stock which the corporation shall
have authority to issue is 1,000 Common shares at $0.01 par value.

          5.   The name and mailing address of the incorporator is as follows:

               NAME                                    MAILING ADDRESS
          ----------------                       -----------------------------
          James W. Baehren                       One SeaGate, Toledo, OH 43666

          6.   The corporation is to have perpetual existence.

          7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.

          8.   Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          9.   The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.



          10.  A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 4th day of December, 1998.


                                                   /s/ James W. Baehren
                                                   --------------------------
                                                   James W. Baehren

EX-3.52

                                                                    EXHIBIT 3.52

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                             OI LEVIS PARK STS INC.

          1.   The name of the corporation is:

                             OI Levis Park STS Inc.

          2.   The address of its registered office in the State of Delaware is
229 South State Street in the City of Dover, County of Kent. The name of its
registered agent at such address is The Prentice-Hall Corporation System, Inc.

          3.   The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

          4.   The total number of shares of all classes of stock that the
corporation shall have authority to issue is 1,000 shares, all of which are
Common Stock with a par value of $0.01.

          5.   The name and mailing address of the incorporator is

                                Robert J. Palme
                                Latham & Watkins
                                885 Third Avenue
                            New York, New York 10022

          6.   In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is



expressly authorized to make, alter or repeal the bylaws of the corporation.

          7.   Election of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          8.   No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit.

          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, herein declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 8th day of March, 1987.


                                                   /s/ Robert J. Palme
                                                   --------------------------
                                                   Robert J. Palme
                                                   Incorporator

                                       -2-

EX-3.53

                                                                    EXHIBIT 3.53

[STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                            OI MEDICAL HOLDINGS INC.

          1.   The name of the corporation is OI Medical Holdings Inc.

          2.   The address of its registered office is the State of Delaware is
Corporation Trust Center, 1208 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          3.   The nature of the business or purposes to be conducted or
promoted is to engage in lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of Delaware.

          4.   The total number of shares of stock which the corporation shall
have authority to issue is 1,000 Common shares at $0.01 par value.

          5.   The name and mailing address of the incorporator is as follows:

                NAME                                 MAILING ADDRESS
          ----------------                   ------------------------------
          James W. Baehran                   One SeaGate, Toledo, OH 43666

          6.   The corporation is to have perpetual existence.

          7.   In furtherance and not in limitation of the powers conferred by
statue, the board of directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.

          8.   Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          9.   The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statue, and all rights conferred upon
stockholders herein are granted subject to this reservation.



          10.  A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 10th day of June, 1997.


                                                   /s/ James W. Baehren
                                                   ---------------------------
                                                   James W. Baehren

EX-3.54

                                                                    EXHIBIT 3.54

                            CERTIFICATE OF AMENDMENT

                                       OF

                        THE CERTIFICATE OF INCORPORATION

                                       OF

                            OI MEDICAL HOLDINGS INC.

          The undersigned, being the sole incorporator of OI Medical Holdings
Inc. (the "Corporation"), a corporation organized and existing under the laws of
the State of Delaware, does hereby certify as follows:

          (1)  That this amendment has been duly adopted in accordance with the
provisions of Section 241 of the General Corporation Law of the State of
Delaware.

          (2)  That the Corporation has not received any payment for any of its
stock.

          (3)  That Article 4 of the Certificate of Incorporation of the
Corporation be, and it hereby is, amended to read in its entirety as follows:

               "4. The total number of shares of stock which the corporation
          shall have authority to issue is 300,000 Common shares at $0.01 par
          value."

          IN WITNESS WHEREOF, I have signed this Certificate this 24th day of
June, 1997.


                                                /s/ James W. Baehren
                                                --------------------------------
                                                James W. Baehren
                                                Being the Sole Incorporator

                                                                         [STAMP]

EX-3.55

                                                                    EXHIBIT 3.55

[SEAL]

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 OI MEDICAL INC.

          1.  The name of the corporation is OI Medical Inc.

          2.  The address of its registered office In the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          3.  The nature of the business or purposes to be conducted or promoted
is to engage in lawful act or activity for which a corporation may be organized
under the General Corporation Law of the State of Delaware.

          4.  The total number of shares of stock which the corporation shall
have authority to issue is 1,000 Common shares at $0.01 par value.

          5.  The name and mailing address of the Incorporator is as follows:

            NAME                                      MAILING ADDRESS
         ------------                        ------------------------------
         James W. Baehren                    One SeaGate, Toledo, OH 43666

          6.  The corporation is to have perpetual existence.

          7.  In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.

          8.  Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          9.  The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.



          10. A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 13th day of September.

                                                     /s/ James W. Baehren
                                                     --------------------
                                                     James W. Baehren

EX-3.56

                                                                    EXHIBIT 3.56

                          CERTIFICATE OF INCORPORATION

                                       OF

                                OI PERU STS INC.

          1.   The name of the corporation is OI Peru STS Inc.

          2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          3.   The nature of the business or purposes to be conducted or
promoted is to engage in lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of Delaware.

          4.   The total number of shares of stock which the corporation shall
have authority to issue is 1,000 Common shares at $0.01 par value.

          5.   The name and mailing address of the Incorporator is as follows:

                NAME                           MAILING ADDRESS
          ----------------              -----------------------------
          James W. Baehren              One SeaGate, Toledo, OH 43666

          6. The corporation is to have perpetual existence.

          7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.

          8.   Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          9.   The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

[STAMP]



          10.  A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit.

          I, THE UNDERSIGNED, being the Incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 9th day of February, 1993.

                                                        /s/ James W. Baehren
                                                        --------------------
                                                        James W. Baehren

EX-3.57

                                                                    EXHIBIT 3.57

                                                                         [STAMP]

                           CERTIFICATE OF INCORPORATION

                                      OF

                          OI PLASTIC PRODUCTS FTS INC.

          1.   The name of the corporation is:

                OI Plastic Products FTS Inc.

          2.   The address of its registered office in the State of Delaware is
229 South State Street in the City of Dover, County of Kent. The name of its
registered agent at such address is The Prentice-Hall Corporation System, Inc.

          3.   The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

          4.   The total number of shares of all classes of stock that the
corporation shall have authority to issue is 1,000 shares, all of which are
Common Stock with a par value of $0.01.

          5.   The name and mailing address of the incorporator is

                                 Robert J. Palme
                                 Latham & Watkins
                                 885 Third Avenue
                            New York, New York 10022

          6.   In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is



expressly authorized to make, alter or repeal the bylaws of the corporation.

          7.   Election of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          8.   No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit.

          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, herein declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 5th day of March, 1987.


                                                         /s/ Robert J. Palme
                                                         ---------------------
                                                         Robert J. Palme
                                                         Incorporator

EX-3.58

                                                                    EXHIBIT 3.58

[STAMP]

                           CERTIFICATE OF INCORPORATION

                                       OF

                                 OI POLAND INC.

          1.   The name of the corporation is OI Poland Inc.

          2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          3.   The nature of the business or purposes to be conducted or
promoted is to engage in lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of Delaware.

          4.   The total number of shares of stock which the corporation shall
have authority to issue is 1,000 Common shares at $0.01 par value.

          5.   The name and mailing address of the incorporator is as follows:

               NAME                          MAILING ADDRESS
          ----------------           -----------------------------
          James W. Baehren           One SeaGate, Toledo, OH 43666

          6.   The corporation is to have perpetual existence.

          7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.

          8.   Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          9.   The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.



          10.  A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit.

          I, THE UNDERSIGNED; being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 28th day of August.


                                                         /s/ James W. Baehren
                                                        -----------------------
                                                        James W. Baehren

EX-3.59

                                                                    EXHIBIT 3.59

                                                                          [SEAL]

                          CERTIFICATE OF INCORPORATION

                                       OF

                             OI PUERTO RICO STS INC.

          1.   The name of the corporation is:

                  OI Puerto Rico STS Inc.

          2.   The address of its registered office in the State of Delaware is
229 South State Street in the City of Dover, County of Kent. The name of its
registered agent at such address is The Prentice-Hall Corporation System, Inc.

          3.   The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

          4.   The total number of shares of all classes of stock that the
corporation shall have authority to issue is 1,000 shares, all of which are
Common Stock with a par value of $0.01.

          5.   The name and mailing address of the incorporator is

                                Robert J. Palme
                                Latham & Watkins
                                885 Third Avenue
                            New York, New York 10022

          6.   In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is



expressly authorized to make, alter or repeal the bylaws of the corporation.

          7.   Election of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          8.   No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit.

          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, herein declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 8th day of March, 1987.

                                               /s/ Robert J. Palme
                                               ---------------------------------
                                               Robert J. Palme
                                               Incorporator

                                       -2-

EX-3.60

                                                                    EXHIBIT 3.60

[SEAL]

                          CERTIFICATE OF INCORPORATION

                                       OF

                             OI REGIOPLAST STS INC.

          1.   The name of the corporation is OI Regioplast STS Inc.

          2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          3.   The nature of the business or purposes to be conducted or
promoted is to engage in lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of Delaware.

          4.   The total number of shares of stock which the corporation shall
have authority to issue is 1,000 Common shares at $0.01 par value.

          5.   The name and mailing address of the incorporator is as follows:

              NAME                              MAILING ADDRESS
          ------------                  --------------------------------
          James W. Baehren              One SeaGate, Toledo, OH 43666

          6.   The corporation is to have perpetual existence.

          7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.

          8.   Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          9.   The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.



          10.  A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 18th day of May, 1993.

                                                       /s/ James W. Baehren
                                                       -------------------------
                                                       James W. Baehren

EX-3.61

                                                                    EXHIBIT 3.61

[SEAL]

                          CERTIFICATE OF INCORPORATION

                                       OF

                       OI VENEZUELA PLASTIC PRODUCTS INC.

          1.   The name of the corporation is OI Venezuela Plastic Products Inc.

          2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          3.   The nature of the business or purposes to be conducted or
promoted is to engage in lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of Delaware.

          4.   The total number of shares of stock which the corporation shall
have authority to issue is 1,000 Common shares at $0.01 par value.

          5.   The name and mailing address of the incorporator is as follows:

             NAME                                  MAILING ADDRESS
          -------------                      --------------------------
          James W. Baehren                   One SeaGate, Toledo, OH 43666

          6.   The corporation is to have perpetual existence.

          7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.

          8.   Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          9.   The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.



          10.  A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 18th day of November, 1998.

                                                   /s/ James W. Baehren
                                                   -----------------------------
                                                   James W. Baehren

EX-3.62

                                                                    EXHIBIT 3.62

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                               OIB PRODUVISA INC.

          1.   The name of the corporation is:

                               OIB Produvisa Inc.

          2.   The address of its registered office in the State of Delaware is
229 South State Street in the City of Dover, County of Kent. The name of its
registered agent at such address is The Prentice-Hall Corporation System, Inc.

          3.   The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

          4.   The total number of shares of all classes of stock that the
corporation shall have authority to issue is 1,000 shares, all of which are
Common Stock with a par value of $0.01.

          5.   The name and mailing address of the incorporator is

                           Robert J. Palme
                           Lathan & Watkins
                           885 Third Avenue
                       New York, New York 10022

          6.   In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.



          7.   Election of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          8.   No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit.

          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, herein declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 30th day of October, 1987.


                                                        /s/ Robert J. Palme
                                                       ------------------------
                                                       Robert J. Palme
                                                       Incorporator

EX-3.63

                                                                    EXHIBIT 3.63

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                            OVERSEAS FINANCE COMPANY


     1.   The name of the corporation is Overseas Finance Company.

     2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

     3.   The nature of the business or purpose to be conducted or promoted is:

     To open and manage bank accounts, hold funds and handle various banking
transactions, and to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

     4.   The total number of shares of stock which the corporation shall have
authority to issue is seven hundred fifty (750); all of such shares shall be
without par value.

     At all election of directors of the corporation, each stockholder shall be
entitled to as many votes as shall equal the number of votes which (except for
such provision as to cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected by him, and he may cast all of such votes for
a single director or may distribute them among the number to be voted for, or
for any two or more of them as he may see fit.

     5.   The name and mailing address of each incorporator is as follows:

     NAME                                    MAILING ADDRESS
     ----                                    ---------------
Terrie J. Restivo                            One SeaGate
                                             Toledo, Ohio 43666

Lorraine S. Szymczak                         One SeaGate
                                             Toledo, Ohio 43666

Phyllis A. Szymczak                          One SeaGate
                                             Toledo, Ohio 43666



     6.   The corporation is to have perpetual existence.

     7.   Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.

     Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

          Whenever a compromise or arrangement is proposed between this
     corporation and its creditors or any class of them and/or between this
     corporation and its stockholders or any class of them, any court of
     equitable jurisdiction within the State of Delaware may, on the application
     in a summary way of this corporation or of any creditor or stockholder
     thereof or on the application of any receiver or receivers appointed for
     this corporation under the provisions of Section 291 of Title 8 of the
     Delaware Code or on the application of trustees in dissolution or of any
     receiver or receivers appointed for this corporation under the provisions
     of Section 279 of Title 8 of the Delaware Code order a meeting of the
     creditors or class of creditors, and/or of the stockholders or class of
     stockholders of this corporation, as the case may be, to be summoned in
     such manner as the said court directs. If a majority in number representing
     three-fourths in value of the creditors or class of creditors, and/or of
     the stockholders or class of stockholders of this corporation, as the case
     may be, agree to any compromise or arrangement and to any reorganization of
     this corporation as consequence of such compromise or arrangement, the said
     compromise or arrangement and the said reorganization shall, if sanctioned
     by the court to which the said application has been made, be binding on all
     the creditors or class of creditors, and/or on all the stockholders or
     class of stockholders, of this corporation, as the case may be, and also on
     this corporation.

     8.   The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

     9.   A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a



knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived any
improper personal benefit.

     10.  This certificate of incorporation shall be effective on

     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hand this 21 day of December 1989.


                                                     /s/ Terrie Restivo
                                                     ---------------------------
                                                     Terrie J. Restivo

                                                     /s/ Lorraine Szymczak
                                                     ---------------------------
                                                     Lorraine S. Szymczak

                                                     /s/ Phyllis A. Szymczak
                                                     ---------------------------
                                                     Phyllis A. Szymczak

EX-3.64

                                                                    EXHIBIT 3.64

                             JOINT VENTURE AGREEMENT

                                       OF

                          OWENS-BRIGAM MEDICAL COMPANY



                                                                                          
ARTICLE I    Name and Principal Place of Business..........................................   1
     Section 1.1.   Formation and Agreement................................................   1
     Section 1.2.   Name...................................................................   1
     Section 1.3.   Principal Place of Business............................................   1
     Section 1.4.   Filing of Documents....................................................   1

ARTICLE II   Purposes of the Business......................................................   1

ARTICLE III  Term of the Joint Venture.....................................................   2

ARTICLE IV   Accounting Method.............................................................   2

ARTICLE V    Capital Contributions.........................................................   2
     Section 5.1.   Initial Capital Contributions..........................................   2
     Section 5.2.   Calls for Additional Capital...........................................   2
             Section 5.2.1.  Contribution Upon Transition to Self-Manufacturing............   2
             Section 5.2.2.  Subsequent Contributions......................................   3
             Section 5.2.3.  Repayment of Loans and Notes..................................   3

ARTICLE VI   Capital Accounts; Drawing Accounts............................................   3
     Section 6.1.   Capital Accounts.......................................................   4
     Section 6.2.   Ratios of Capital Accounts.............................................   4
     Section 6.3.   Distributions of Capital...............................................   3
     Section 6.4.   Drawing Accounts.......................................................   4
     Section 6.5.   Balances in Drawing Accounts...........................................   4
     Section 6.6.   Distributions Out of Drawing Accounts..................................   4
     Section 6.7.   Capital Accounts.......................................................   4

ARTICLE VII       Profit or Loss...........................................................   5
     Section 7.1.   Allocation.............................................................   5
     Section 7.2.   Special Allocation.....................................................   5
     Section 7.3.   Adjustment for Transfer or Liquidation.................................   5
     Section 7.4.   Proration of Profit or Loss............................................   5

ARTICLE VIII      Administrative Provisions................................................   5
     Section 8.1.   Voting.................................................................   5
     Section 8.2.   Time Devoted to the Company............................................   6
     Section 8.3.   Partners' General Management Authority.................................   6
     Section 8.4    Restrictions on Partners...............................................   6
     Section 8.5.   Meetings...............................................................   7
     Section 8.6.   Managing Partner.......................................................   7
     Section 8.7.   General Manager........................................................   8
             Section 8.7.1.   General......................................................   8
             Section 8.7.2.   Duties of the General Manager................................   8



     Section 8.8.   Indemnification........................................................   9
             Section 8.8.1.   Indemnification of Managing Partner..........................   9
             Section 8.8.2.   Indemnification of General Manager and Employees.............   9
     Section 8.9.   Confidentiality........................................................  10

ARTICLE IX   Withdrawal, Death, Dissolution of a Partner; Transfer,
             Hypothecation of Interest in Company..........................................  10
     Section 9.1.   Prohibition Against Voluntary Withdrawal...............................  10
     Section 9.2.   Prohibition Against Transfers of Interests in Company..................  10
     Section 9.3.   Prohibition Against Encumbrances of Interests in Company...............  10
     Section 9.4.   Violation..............................................................  11
     Section 9.5.   Effect of Withdrawal, Death or Dissolution.............................  11
     Section 9.6.   Continuation of the Company............................................  11

ARTICLE X    Permitted Transfers of Interest in the Company................................  11
     Section 10.1.  General................................................................  11
     Section 10.2.  Definitions............................................................  11
     Section 10.3.  First Option...........................................................  12
     Section 10.4.  Second Option..........................................................  12
     Section 10.5.  Transfer on Exercise of Option.........................................  12
     Section 10.6.  Transfer on Expiration or Termination of Option........................  12
     Section 10.7.  Exercise...............................................................  13
     Section 10.8.  Waiver.................................................................  13
     Section 10.9.  Failure to Timely Exercise.............................................  13
     Section 10.10. Intra-Group Transfers..................................................  13
     Section 10.11. Rights of Assignee.....................................................  13

ARTICLE XI   Dissolution...................................................................  14
     Section 11.1.  Vote Required for Voluntary Dissolution................................  14
     Section 11.2.  Involuntary Dissolution................................................  14
     Section 11.3.  Debit Drawing Account Balance..........................................  14
     Section 11.4.  Winding up the Company.................................................  14
     Section 11.5.  Gains or Losses in Winding Up..........................................  15

ARTICLE XII      Waiver of Right to Court Decree of Dissolution............................  15

ARTICLE XIII     Waiver of Rights for Inventory and Appraisal..............................  15

ARTICLE XIV      Remedies Upon Default.....................................................  16
     Section 14.1.  Events of Default......................................................  16
     Section 14.2.  Remedy on Default......................................................  17
             Section 14.2.1.  Termination or Specific Performance..........................  17
             Section 14.2.2.  Termination Process..........................................  17
             Section 14.2.3.  Waiver.......................................................  18



             Section 14.2.4.  Fair Market Value............................................  18

ARTICLE XV       Deadlock and Impasse......................................................  19
     Section 15.1.  Deadlock...............................................................  19
     Section 15.2.  Resolution of Deadlock.................................................  19
     Section 15.3.  Declaration of Impasse.................................................  19
     Section 15.4.  Final Impasse..........................................................  19

ARTICLE XVI      Exclusive Dealing.........................................................  20
     Section 16.1.  Competing Products.....................................................  20
     Section 16.2.  Business Opportunities.................................................  20

ARTICLE XVII     Transfer of Assets........................................................  21

ARTICLE XVIII    Books and Records; Tax Matters............................................  21
     Section 18.1.  Books and Records......................................................  21
     Section 18.2.  Tax Matters Partner....................................................  21
     Section 18.3.  Preparation of Tax Returns.............................................  22
     Section 18.4.  Partners' Tax Returns..................................................  22
     Section 18.5.  Fiscal Year............................................................  22
     Section 18.6.  Financial/Operating Reports............................................  22
             Section 18.6.1.  Annual Reports...............................................  22
             Section 18.6.2.  Quarterly Reports............................................  22

ARTICLE XIX      Miscellaneous Provisions..................................................  23
     Section 19.1.  No Third-Party Beneficiaries...........................................  23
     Section 19.2.  Reimbursements.........................................................  23
     Section 19.3.  Entire Agreement.......................................................  23
     Section 19.4.  Successors and Assigns.................................................  23
     Section 19.5.  Assignment.............................................................  23
     Section 19.6.  Counterparts...........................................................  23
     Section 19.7.  Headings...............................................................  23
     Section 19.8.  Notices................................................................  24
     Section 19.9.  Governing Law..........................................................  24
     Section 19.10. Amendments and Waivers.................................................  25
     Section 19.11. Severability...........................................................  25
     Section 19.12. No Violation of Law....................................................  25
     Section 19.13. Representations and Warranties of the Partners.........................  25
     Section 19.14. Survival of Representations and Warranties.............................  26





                             JOINT VENTURE AGREEMENT

                                       OF

                          OWENS-BRIGAM MEDICAL COMPANY

          THIS JOINT VENTURE AGREEMENT is executed as of the 21st day of
September, 1993, by and between OI Medical Inc., a Delaware corporation ("OIM")
having its principal place of business at One SeaGate, Toledo, Ohio 43666 and
BRIGAM VENTURES INC., a North Carolina corporation ("BriGam") with its principal
place of business at 393 East Fleming Drive, Morganton, North Carolina 28655.
OIM and BriGam are collectively referred to herein as "Partners" individually,
and each of OIM and BriGam is referred to as a "Partner".

                                    ARTICLE I

                      NAME AND PRINCIPAL PLACE OF BUSINESS

          SECTION 1.1.   FORMATION AND AGREEMENT. The Partners hereby form the
joint venture as a general partnership under the Delaware Uniform Partnership
Act, as amended from time to time (and any corresponding provision or provisions
of succeeding law) pursuant to the terms and subject to the conditions contained
in this Agreement. If any provisions of this Agreement are inconsistent with any
provisions of the Act which are not mandatory, then the terms of this Agreement
shall control.

          SECTION 1.2.   NAME. The joint venture shall operate under the name of
Owens-BriGam Medical Company. The joint venture is referred to herein as the
"Company".

          SECTION 1.3.   PRINCIPAL PLACE OF BUSINESS. The Principal place of
business of the Company shall be at One SeaGate, Toledo, Ohio, or such other
place of business as may be agreed upon by the Partners from time to time.

          SECTION 1.4.   FILING OF DOCUMENTS. Upon the execution of this
Agreement and otherwise as may be required thereafter, the General Manager (as
hereinafter defined) shall cause to be executed, acknowledged, filed and
published, as and where appropriate, such documents as may be required or
expedient to conduct the Company business.

                                   ARTICLE II

                            PURPOSES OF THE BUSINESS

     The purposes for which the Company has been and will continue to be
organized are: (a) to manufacture respiratory circuits and components and
non-seal critical respiratory masks, and to assemble, package and sell
respiratory circuits and



components containing both seal critical and non-seal critical respiratory masks
to a variety of markets, and (b) to engage in such other activities as are
reasonably incidental to the foregoing as determined by the Partners.

                                   ARTICLE III

                            TERM OF THE JOINT VENTURE

          The joint venture shall commence on the date hereof and shall continue
until terminated as hereinafter provided.

                                   ARTICLE IV

                                ACCOUNTING METHOD

          The Company shall keep its accounting records and shall report its
income for both reporting and income tax purposes on the accrual method of
accounting.

                                    ARTICLE V

                              CAPITAL CONTRIBUTIONS

          SECTION 5.1.   INITIAL CAPITAL CONTRIBUTIONS. The initial capital of
the Company shall consist of cash contributed by the Partners as follows:

                             
                OIM                             $       440,000.00
                BriGam                          $       360,000.00
                                                ------------------
                Total initial capital
                  contributions                 $       800,000.00
                                                ==================

                

          SECTION 5.2.   CALLS FOR ADDITIONAL CAPITAL.

          SECTION 5.2.1. CONTRIBUTION UPON TRANSITION TO SELF-MANUFACTURING. At
such time as the Partners determine that the Company is ready to begin
manufacturing products (as further described in Article XVII hereof), if the
Partners determine that the transfer of assets contemplated thereby is to be
made by capital contribution, each of the Partners shall contribute to the
capital of the Company such assets, including cash, as are agreed by the
Partners to be necessary for the operation of such manufacturing operations. As
a condition precedent to such contribution, the Partners shall agree upon the
valuation ("Valuation") of the assets contributed, or failing such agreement,
the matter of Valuation shall be submitted to appraisal by a mutually acceptable
appraiser. The contributions to capital made pursuant to this Section 5.2.1
shall be in proportion to the Partners' respective interests in profit and

                                       -2-


loss of the Company as set forth in Article VII hereof, and if necessary, one
Partner shall contribute additional cash to achieve such proportion.

          SECTION 5.2.2. SUBSEQUENT CONTRIBUTIONS. Except as set forth in
Section 5.2.1 hereof, the Partners shall not be obligated to make any further
cash contributions to capital. If, however, at any time during the existence of
the Company, the Managing Partner shall propose that additional capital is
required by the Company and the Partners unanimously adopt such proposal, the
Partners shall promptly make such additional capital contribution in proportion
to their respective interests in profit and loss of the Company as set forth in
Article VII hereof upon the call of the Managing Partner. If, however, the
Partners do not adopt such proposal, any Partner may loan the amount so needed
to the Company and such loan shall bear interest at the rate per annum equal to
three percent (3%) above the Prime Rate (as hereinafter defined) in effect from
time to time, not to exceed the maximum rate of interest allowed by law in the
State of Ohio. For purposes hereof, "Prime Rate" shall mean the prime rate (or
base rate) reported in the Money Rates column or section of THE WALL STREET
JOURNAL as being the base rate on corporate loans at large U.S. money center
commercial banks (whether or not such rate has actually been charged by any such
bank). If THE WALL STREET JOURNAL ceases publication of the prime rate, the
"Prime Rate" shall mean the highest rate charged by Bankers Trust Company on
short term, unsecured loans to its most creditworthy large corporate borrowers.
If THE WALL STREET JOURNAL (i) publishes more than one prime rate or base rate,
the higher or highest of such rates shall apply, or (ii) publishes a retraction
or correction of any such rate, the rate reported in such retraction or
correction shall apply. Interest shall be payable quarterly on the amount of any
such loan to the Partner making such loan to the Company. Such loan shall not
entitle the lending Partner to any greater equity share in the Company, but such
amount shall be repaid as a preference item out of income earned by the Company,
as set forth in Section 5.2.3 hereof.

          SECTION 5.2.3. REPAYMENT OF LOANS AND NOTES. Prior to any distribution
by the Company to the Partners, the Company shall repay, in full, any amounts
loaned to the Company by one or more Partners pursuant to Section 5.2.2 hereof.

                                   ARTICLE VI

                       CAPITAL ACCOUNTS; DRAWING ACCOUNTS

          SECTION 6.1.   CAPITAL ACCOUNTS. A separate capital account ("Capital
Account") shall be maintained for each Partner. The balance of a Partner's
Capital Account shall be the sum of the Partner's contributions to capital less
the sum of distributions of capital to the Partner. The capital interest of each
Partner shall consist of the Partner's balance in its Capital Account. In the
event the capital interest of a Partner is transferred to another Partner or
Partners, a corresponding transfer of the Capital Account balance of the
transferor Partner shall be made to the Capital Account(s) of the transferee
Partner or Partners.

                                       -3-


          SECTION 6.2.   RATIOS OF CAPITAL ACCOUNTS. The Partners' Capital
Accounts shall be maintained in proportion to the Partners' interests in profit
and loss as set forth in Article VII hereof at all times.

          SECTION 6.3.   DISTRIBUTIONS OF CAPITAL. Distributions of capital, if
any, shall be made and charged to the Partners' Capital Accounts in proportion
to the Partners' respective interests in profit and loss as set forth in Article
VII hereof. Distributions of capital shall be limited to such amounts as the
Partners, by unanimous vote, shall determine from time to time; provided,
however, that no distribution of capital may be made so long as any loan from
any Partner remains outstanding. No distribution of capital shall be made if the
distribution would cause the Capital Account of any Partner to have a debit
balance.

          SECTION 6.4.   DRAWING ACCOUNTS. A separate drawing account ("Drawing
Account") shall be maintained for each Partner. Each Partner's share of the
Company losses shall be charged to that Partner's Drawing Account. Each
Partner's share of the Company profit shall be credited to that Partner's
Drawing Account. In the event the profit and loss interest of a Partner is
transferred to another Partner or Partners, a corresponding transfer of the
Drawing Account balance of the transferor Partner shall be made to the Drawing
Account(s) of the transferee Partner or Partners.

          SECTION 6.5.   BALANCES IN DRAWING ACCOUNTS. A credit balance in a
Partner's Drawing Account shall constitute a liability of the Company to that
Partner, which liability is subordinate to other liabilities of the Company as
set forth herein. Such credit balance shall not constitute a part of that
Partner's interest in the capital of the Company. A debit balance in a Partner's
Drawing Account shall constitute an obligation of that Partner to the Company;
it shall not reduce the Partner's interest in the capital of the Company.

          SECTION 6.6.   DISTRIBUTIONS OUT OF DRAWING ACCOUNTS. Distributions of
the credit balance in a Partner's Drawing Account shall be made and be charged
to the Partner's Drawing Account. Distributions out of Drawing Accounts shall be
made to each Partner but only upon the unanimous vote of the Partners: provided,
however, that no distribution out of Drawing Accounts shall be made so long as
any loan from a Partner remains outstanding. A distribution out of Drawing
Accounts may only be made from Drawing Accounts of the Partners having a credit
balance therein.

          SECTION 6.7.   CAPITAL ACCOUNTS. The Capital Account for each Partner
shall consist of that Partner's Capital Account plus that Partner's Drawing
Account as such are maintained for book purposes. Capital Accounts shall be
maintained in accordance with Section 704 of the Internal Revenue Code of 1986,
as amended (the "Code") and the Regulations promulgated thereunder, in
particular, Regulations, Section 1.704-1(b)(2)(iv), as amended from time to
time. The provisions of this Article VI and other provisions of this Agreement
respecting allocations, distributions and maintenance of Capital Accounts shall
be interpreted and applied in a manner consistent therewith.

                                       -4-


                                   ARTICLE VII

                                 PROFIT OR LOSS

          SECTION 7.1.   ALLOCATION. The net profit and loss of the Company
(including, but not limited to the profit and loss arising from the sale of
Company property), shall be allocated and appropriately credited or charged to
the Partners on the basis of each Partner's interest in profit and loss. The
Partners' interest in profit and loss are as follows:

                                        
                  OIM                       55%
                  BriGam                    45%
                                           ---
                  Total                    100%



A partner's profit and loss interest shall be adjusted pursuant to Section 7.2
hereof.

          SECTION 7.2.   SPECIAL ALLOCATION. Any item of income, gain, loss,
deduction, or credit, including depreciation recapture, with respect to any
property (other than money) that has been contributed by a Partner to the
capital of the partnership and which is required to be allocated to the Partners
for income tax purposes pursuant to Code Section 704(c) so as to take into
account the variation between the adjusted basis of such property for federal
income tax purposes and its fair market value at the time of contribution shall
be allocated to the Partners in the manner so required by Code Section 704(c)
and the Treasury Regulations thereunder.

          SECTION 7.3.   ADJUSTMENT FOR TRANSFER OR LIQUIDATION. The Partners'
interests in profit and loss shall be adjusted to reflect any transfer of equity
interests in the Company and any liquidation of all or part of a Partner's
interest therein.

          SECTION 7.4.   PRORATION OF PROFIT OR LOSS. In the event any Partner's
profit and loss interest is adjusted pursuant to this Agreement, profit or loss
for the Company Fiscal Year (as defined in Section 18.5 hereof) in which the
event giving rise to the adjustment occurs shall be apportioned between the
portions of the Company Fiscal Year before and after the adjustment pro rata on
a daily basis, computed on a 365 day year. The day the event giving rise to
adjustment occurs shall be included in the period before the adjustment for
purposes of the apportionment required by this Section 7.3.

                                  ARTICLE VIII

                            ADMINISTRATIVE PROVISIONS

          SECTION 8.1.   VOTING. Except as otherwise specifically provided in
this Agreement, all decisions relating to the management of Company business and
the determination of Company affairs shall be by affirmative vote of Partners
holding more than fifty percent (50%) of the profit and loss interests in the
Company (a "Majority

                                       -5-


Vote"). All voting by the Partners under any provision of this Agreement shall
be on the basis of Company profit and loss interests with each percentage point
(or fraction thereof) of profit and loss interest being equal to one vote or a
corresponding fraction of one vote.

          SECTION 8.2.   TIME DEVOTED TO THE COMPANY. Each Partner shall devote
such time to the Company business as may be agreed upon by Majority Vote of the
Partners; provided, however, no Partner shall be required to devote full time to
the Company business.

          SECTION 8.3.   PARTNERS' GENERAL MANAGEMENT AUTHORITY. Except as
otherwise set forth or delegated in this Agreement, the Partners, by a Majority
Vote, shall exercise all power and authority for the operations of the Company,
which, by way of illustration and not limitation, shall include the power and
authority to:

          (a)  direct, manage, control and operate the Company;

          (b)  set strategic direction for the Company;

          (c)  direct all of the Company's business and management policies and
               specific business and operational decisions;

          (d)  appoint and terminate senior management;

          (e)  acquire and dispose of assets in the ordinary course of business;

          (f)  approve operating budgets and variances from budgets;

          (g)  appoint auditors of the Company;

          (h)  control litigation and administrative proceedings; and

          (i)  assume all other responsibilities not specifically reserved to
               the Partners acting by unanimous vote pursuant to this Agreement
               or law.

          SECTION 8.4.   RESTRICTIONS ON PARTNERS. No Partner or Partners,
without the written consent of all other partners holding an interest in the
profit and loss of the Company, shall:

          (a)  Approve any loan to the Company (A) in an amount in excess of
               $250,000 that would be other than in the ordinary course of
               business or (B) for purposes other than growth of the then
               current line of business of the Company;

                                       -6-


          (b)  Approve the acquisition, sale or transfer in any single
               transaction or series of related transactions of fixed assets by
               the Company in excess of $250,000 that would be other than in the
               ordinary course of business;

          (c)  Approve transactions which would dilute any Partner's ownership
               interest in the Company;

          (d)  Waive a business opportunity pursuant to Section 16.2 hereof.

          SECTION 8.5.   MEETINGS. The Partners shall meet at least once
annually, or more frequently at the request of any Partner. Notice of each
meeting of the Partners shall be delivered to all Partners at least ten (10)
days in advance of the date of such meeting. Each meeting of the Partners shall
take place at the Company's principal place of business at 10:00 a.m. on the day
set forth in such notice or at such other time and place agreed upon by all
Partners. Partners holding more than fifty percent (50%) of the profit and loss
interests in the Company attending such meeting in person or by proxy, shall
constitute a quorum. Any action may also be taken by written consent of Partners
holding the profit and loss interests in the Company required to take such
action pursuant to this Agreement or by law.

          SECTION 8.6    MANAGING PARTNER. The Partners hereby designate OIM as
the Managing Partner to manage and control the day-to-day business affairs and
operations of the Company. In addition to the foregoing general grant of
authority, but subject to the provisions of Section 8.4 hereof, the Managing
Partner shall have the authority:

          (a)  To appoint a General Manager, to serve at the pleasure of, and
               upon such terms and conditions as are acceptable to the Managing
               Partner, such General Manager being vested with the authority of
               the Managing Partner to perform the duties set forth in Section
               8.7 hereof;

          (b)  To purchase, invest in, reinvest in, or otherwise acquire, and to
               retain, whether originally a part thereof or subsequently
               acquired, any and all stocks, bonds, notes, or other securities,
               or any variety of real or personal property, including stocks or
               interests in investment trusts and common trust funds operated
               and managed by a corporate trustee, as it may deem advisable;

          (c)  To obtain, sell and convey, mortgage, encumber, lease, exchange,
               pledge, partition, plat, subdivide, improve, repair, surrender,
               abandon or otherwise deal with or dispose of any and all property
               of whatsoever character and wheresoever situated forming a part
               of the Company, at such time or times and in such manner and upon
               such terms as, in the discretion of the Managing Partner may

                                       -7-


               be deemed expedient and proper; to give options therefor; to
               execute deeds, transfers, leases, pledges, mortgages, and other
               instruments of any kind;

          (d)  To open and to close checking or savings accounts, in banks or
               similar financial institutions, in the name of the Company or in
               the name of a nominee; to deposit cash in and withdraw cash from
               such accounts; to hold such accounts and/or securities in bearer
               form, or in the name of the Company or in the name of a nominee;

          (e)  To give general or special proxies or powers of attorney for
               voting or acting in respect of shares or securities, which may be
               discretionary and with power of substitution; to deposit shares
               or securities with, or transfer them to, protective committees or
               similar bodies; to join in any reorganization and to pay
               assessments or subscriptions called for in connection with shares
               or securities held by the Company;

          (f)  To employ at Company expense investment counsel, brokers,
               accountants, attorneys, and any other agents to act in its
               behalf; generally to do any act or thing and execute all
               instruments necessary, incidental or convenient to the proper
               administration of the Company property;

          (g)  To establish and implement any and all rules, regulations and
               policy as it deems prudent for the operation of the Company and
               its property.

          The Managing Partner may be removed or replaced by the Majority Vote
of the partners with or without cause.

          SECTION 8.7.   GENERAL MANAGER.

          SECTION 8.7.1. GENERAL. The Managing Partner shall appoint an
individual who is reasonably acceptable to BriGam to act as the General Manager
for the Company. The General Manager shall report directly to the Managing
Partner. J. Michael Bridges is hereby appointed by the Managing Partner as the
initial General Manager.

          SECTION 8.7.2. DUTIES OF THE GENERAL MANAGER. Subject to Sections 8.3,
8.4 and 8.6 hereof, the General Manager shall have the usual responsibilities
associated with the title of general manager and chief executive officer and
shall be responsible for the efficient and effective operation of the Company's
business, including marketing and sales of the products and the supervision of
any assets, services and employees provided to the Company by the Partners.
Without limiting

                                       -8-


the foregoing, and in addition to other duties delegated to him or her by the
Partners or by this Agreement, the General Manager shall have the following
specific duties:

          (a)  determining the daily operations of the Company;

          (b)  preparing budgets for approval by the Partners (which budgets,
               upon approval by the Partners, shall be referred to herein as the
               "Budget");

          (c)  unless otherwise directed by a Majority Vote of the Partners,
               operating and managing the business of the Company in a manner
               that is consistent with the Budget;

          (d)  hiring, terminating and supervising the employees working for, or
               assigned or leased to, the Company (including, without
               limitation, those employees approved by the Company and provided
               to the Company by the Partners);

          (e)  approving those variances in expenditures from the Budget which,
               when added to the cost of all other such variances incurred by
               the Company during the same Fiscal Year equals no more than 110%
               of the Budget in the aggregate;

          (f)  reporting to the Partners for their approval, variances in
               expenditures from the Budget which, when added to the cost of all
               other such expenditures incurred by the Company during the same
               Fiscal Year, exceeds 110% of the Budgets in the aggregate; and

          (g)  any other matter delegated to the General Manager by the Partners
               or the Managing Partner.

          SECTION 8.8.   INDEMNIFICATION.

          SECTION 8.8.1. INDEMNIFICATION OF MANAGING PARTNER. The Managing
Partner, its officers, directors, employees, and agents shall be indemnified by
the Company against all liability for any claim, demand, loss, damage, liability
or expense (including, without limitation, amounts paid in settlement,
reasonable costs of investigation and reasonable legal expenses) resulting from
any threatened, pending or completed action, suit or proceeding naming any of
them as a defendant by reason of acts or omissions within the scope of their
authority as set forth in this Agreement to the maximum extent permitted by
Delaware law.

          SECTION 8.8.2. INDEMNIFICATION OF GENERAL MANAGER AND EMPLOYEES. The
General Manager and each employee of the Company shall be indemnified by the
Company against all liability for any claim, demand, loss, damage, liability or
expense

                                       -9-


(including, without limitation, amounts paid in settlement, reasonable costs of
investigation and reasonable legal expenses) resulting from any threatened,
pending or completed action, suit or proceeding naming any of them as a
defendant by reason of acts or omissions within the scope of their authority as
set forth in this Agreement to the maximum extent permitted by Delaware law.

          SECTION 8.9.   CONFIDENTIALITY. Each Partner acknowledges that it may
have access to confidential information concerning the other Partner's business
and the business of affiliates (as defined in Section 16.1 hereof) of the other
Partner (including, without limitation, customer lists, the types and quantities
of products that each Partner manufactures and sells, and sales data related to
such products) and agrees to treat such information as confidential, preserve
the confidentiality thereof and not duplicate or disclose such information to
any third party, except in connection with, and in furtherance of, the business
and affairs of the Company, and only then with the written consent of the other
Partner. Each Partner hereby agrees that its obligations pursuant to this
Section 8.9 shall survive the withdrawal or departure of a Partner from, or the
dissolution of, the Company. A Partner's confidentiality obligations with
respect to the other Partners, as described in this Section 8.9, shall terminate
upon the fifth (5th) anniversary of the earlier to occur of the date such
Partner withdraws or departs from the Company or the date of dissolution of the
Company.

                                   ARTICLE IX

                  WITHDRAWAL, DEATH, DISSOLUTION OF A PARTNER;
                 TRANSFER, HYPOTHECATION OF INTEREST IN COMPANY

          SECTION 9.1.   PROHIBITION AGAINST VOLUNTARY WITHDRAWAL. No Partner
shall have the right to voluntarily withdraw from the Company during the initial
five (5) years after the date hereof. Thereafter a Partner may withdraw from the
Company after giving one hundred twenty (120) days written notice of its
intention to withdraw.

          SECTION 9.2.   PROHIBITION AGAINST TRANSFERS OF INTERESTS IN COMPANY.
Except as otherwise provided herein, no Partner may transfer all or any portion
of its interest in the Company or its rights under this Agreement, or agree to
do so.

          SECTION 9.3.   PROHIBITION AGAINST ENCUMBRANCES OF INTERESTS IN
COMPANY. No Partner may encumber, mortgage, pledge, hypothecate or place a lien
(or make any disposition similar thereto; collectively an "Encumbrance") upon
all or any portion of its interest in the Company or rights under this
Agreement, or agree to do so, without the prior written consent of the Company,
which consent shall not unreasonably be withheld but may be subject to such
reasonable conditions as the other Partners may require.

                                      -10-


          SECTION 9.4.   VIOLATION. Any purported transfer or Encumbrance not in
accordance with this Agreement shall be null and void and shall not be
recognized by the Company.

          SECTION 9.5.   EFFECT OF WITHDRAWAL, DEATH OR DISSOLUTION. The Company
shall not be dissolved by the withdrawal or death of a Partner, except as
provided in Article XI hereof, nor shall the Company be dissolved by the
dissolution of any Partner.

          SECTION 9.6.   CONTINUATION OF THE COMPANY. The remaining Partners
shall have the right to continue the Company business under its present name
following the withdrawal, death or dissolution of a partner provided that they,
individually, through the Company, or in any combination thereof, purchase or
liquidate the entire interest of the withdrawn, deceased or dissolved Partner.

                                    ARTICLE X

                 PERMITTED TRANSFERS OF INTEREST IN THE COMPANY

          SECTION 10.1.  GENERAL. The right to transfer or dispose of any
interest of the Company shall be subject to the restrictions set forth in
Section 10.4 hereof. Notwithstanding anything contained herein to the
contrary, no Partner may transfer or dispose of less than all of the Interest
in the Company held by it and its 100% Group (save in respect of transfers
made pursuant to Section 10.10 hereof) without the prior written consent of
all other Partners.

          SECTION 10.2.  DEFINITIONS. In this Article X the following words
shall bear the following meanings:

          "Prescribed Price"        the price specified in the Transfer Notice;

          "Proposing Transferor"    a Partner or its personal representative
                                    proposing to transfer or dispose of all or
                                    any portion of an Interest in the Company;

          "Purchaser"               a Partner willing to purchase interests in
                                    the profit and loss of the Company comprised
                                    in, or offered for purchase pursuant to the
                                    serving of, a Transfer Notice;

          "Sale Interests"          all interests of the Company comprised in a
                                    Transfer Notice;

          "Transfer Notice"         a written notice served by a Partner in
                                    accordance with Section 10.3 hereof;

                                      -11-


          "100% Group"              in the case of BriGam, BriGam, Inc. and its
                                    wholly-owned subsidiaries (the "BriGam 100%
                                    Group"), and in case of OIM, Owens-Illinois,
                                    Inc. and its wholly-owned subsidiaries (the
                                    "Owens 100% Group").

          SECTION 10.3.  FIRST OPTION. Before transferring or disposing of any
Interest in the Company, the Proposing Transferor shall serve a Transfer Notice
on each of the other Partners specifying the interest in question and
stipulating the Prescribed Price. Upon receipt of a Transfer Notice, each of the
other Partners shall have the right and first option for a period of thirty (30)
days to purchase, at the Prescribed Price, all or a portion of the Sale Interest
determined by the ratio of the percentage interest in profit and loss of the
Company held by such other Partner to the total percentage interest in profit
and loss of the Company held by all such other Partners (other than the
Proposing Transferor).

          SECTION 10.4.  SECOND OPTION. If at the time there are three or more
Partners and if for any reason any Partner does not timely exercise its
option to, or waives its right to, purchase its proportionate share of the
Sale Interest of the Proposing Transferor, then immediately upon the earlier
of the expiration of the aforementioned thirty (30) day option period or the
effective date of the waiver, any Partner who elected to exercise its option
under Section 10.3 hereof shall have the further right and option for a
period of fifteen (15) days after the earlier of the expiration date of said
thirty (30) day period or the effective date of said waiver to purchase, at
the Prescribed Price, a portion of the Sale Interest which were subject to
the unexercised options determined by the ratio of the percentage interest in
profit and loss of the Company held by such Partner exercising its second
option to the total percentage interests in profit and loss of the Company
held by all Partners exercising their second options.

          SECTION 10.5.  TRANSFER ON EXERCISE OF OPTION. If the Proposing
Transferor is given notice under Section 10.3 and Section 10.4 hereof that other
Partners have exercised their option to purchase all, but not less than all, of
the Sale Interest, the Proposing Transferor shall be bound, on payment of the
Prescribed Price, to transfer the Sale Interest to the respective Purchasers or
their designees. The sale and purchase shall be completed at the office of the
Company, or at such other place as the Proposing Transferor and the Purchasers
shall agree, during normal business hours on the first business day after the
expiration of sixty (60) days after the expiration of the option period set
forth in Section 10.4 hereof.

          SECTION 10.6.  TRANSFER ON EXPIRATION OR TERMINATION OF OPTION. If
options granted by Section 10.3 and Section 10.4 hereof are not exercised as to
all of the Sale Interest, then such options as were exercised shall become void
AB INITIO, and the Proposing Transferor may sell all of the Sale Interest to any
third party free of the restrictions set forth in this Article X, subject to the
following restrictions: (i) the Sale Interest may not be sold after the
expiration of one hundred eighty (180) days after

                                      -12-


the expiration of the option period set forth in Section 10.4 hereof, (ii) the
Sale Interest must be sold in a bona fide sale at a price not being less than
the Prescribed Price, (iii) the third party transferee of the Sale Interest
shall execute and deliver to the Company an undertaking under which such third
party shall become a party hereto, in place of the Proposing Transferor, to the
extent that the Proposing Transferor ceases to hold an Interest in the Company
as a result of such transfer; and (iv) the third party transferee complies in
full with the terms of Section 10.11 hereof.

          SECTION 10.7.  EXERCISE. An option granted by Section 10.3 or Section
10.4 hereof may be exercised only by the holder thereof and only by the delivery
of a written notice of exercise to the Proposing Transferor prior to the
expiration of the relevant option period.

          SECTION 10.8.  WAIVER. The restrictions imposed by this Article may be
waived in relation to any proposed transfer of interests in the Company with the
written consent of all Partners who would otherwise have been entitled to have
said interests offered to them in accordance herewith.

          SECTION 10.9.  FAILURE OF TIMELY EXERCISE. Failure of a Partner to
exercise an option granted by Section 10.3 or Section 10.4 hereof prior to the
expiration of the relevant option period provided in said Section 10.3 or
Section 10.4 hereof shall be deemed to be a waiver of that option as of the date
the option period expired.

          SECTION 10.10. INTRA-GROUP TRANSFERS. Notwithstanding the foregoing,
interests in the Company may be transferred to any member of the BriGam 100%
Group (in the case of interests held by BriGam) and to any member of the Owens
100% Group (in the case of interests held by Owens), but only (i) if the
transferee is already a party hereto or shall have first agreed to adhere to and
be bound by the provisions hereof by executing and delivering in favor of the
other parties hereto an undertaking to the intent and with the effect that from
the date of such undertaking, or, if later, the date of the transfer, the
transferee shall become a party hereto, in place of the transferor, to the
extent that the transferor ceases to hold interests in the Company as a result
of such transfer; and (ii) on terms that the transferee shall retransfer the
relative interests to a member of the BriGam 100% Group (in the case of
interests held by BriGam) or to a member of the Owens 100% Group (in the case of
interests held by Owens), prior to such transferee ceasing to be a member of the
BriGam 100% Group or the Owens 100% Group (as the case may be).

          SECTION 10.11. RIGHTS OF ASSIGNEE. Subject to the last sentence of
this Section 10.11, the assignee or assignees of all or part of the Partner's
interest transferred in accordance with this Article X shall be admitted to the
Company as a Partner or Partners, and shall be accorded all the rights and
privileges of the status of Partner; provided, however, that such purchaser or
purchasers shall execute all notes, mortgages, and other documents related to
the Company which bore the signature of the transferring Partner and which are
presented to him, her or it within sixty (60) days after the date of the sale of
the interest and shall execute a joinder agreement

                                      -13-


adopting and agreeing to be bound by the terms of this Agreement. The foregoing
notwithstanding, until all the requirements of this Article X are complied with
in full to the reasonable satisfaction of the Managing Partner, such assignee or
assignees shall have no right to participate in the management or administration
of the Company's business or affairs or to require any information form the
Company or accounting of the Company's transactions or to inspect the Company's
books and records.

                                   ARTICLE XI

                                   DISSOLUTION

          SECTION 11.1.  VOTE REQUIRED FOR VOLUNTARY DISSOLUTION. The Company
may be voluntarily dissolved by the unanimous affirmative vote of the Partners.

          SECTION 11.2.  INVOLUNTARY DISSOLUTION. The Company may be
involuntarily dissolved, and wound up, in accordance with law, and to the
fullest extent permitted thereby full effect will be accorded to the provisions
of Section 11.4 hereof.

          SECTION 11.3.  DEBIT DRAWING ACCOUNT BALANCE. On dissolution of the
Company, a debit balance in the Drawing Account of any Partner shall be paid to
the Company within sixty (60) days after notice of written demand for payment is
given to the Partner. Notice of written demand for payment shall be given by the
Company upon the affirmative vote of a majority of the profit and loss interests
of all Partners other than the Partner to whom notice is to be given.

          SECTION 11.4.  WINDING UP THE COMPANY. In the event of voluntary
dissolution, the Company shall immediately commence to wind up its affairs. The
Partners shall continue to share profit and loss during winding up in the same
proportions as before dissolution. The proceeds from liquidation of the
Company's assets shall be applied as follows:

          (a)  First to payment of debts of the Company, other than to Partners.

          (b)  Second to payment of amounts owed to Partners for amounts
               borrowed from and not repaid to Partners.

          (c)  Third to payments of credit balance in the Partners' respective
               Drawing Accounts.

          (d)  Fourth to return of the capital contributions of the Partners as
               reflected in the Partners' respective Capital Accounts.

                                      -14-


          (e)  Fifth to the Partners in proportion to their interests in profit
               and loss.

          SECTION 11.5.  GAINS OR LOSSES IN WINDING UP. Any gain or loss on
disposition of Company properties in the process of winding up shall be credited
or charged to the Partners in proportion to their interests in profit and loss
as specified in Article VII. Any property distributed in kind in the winding up
shall be valued and the distribution treated as though the property were sold
and the cash proceeds were distributed to the Partners who received the
property. The difference between the value of property distributed in kind and
its book value shall be treated as a gain or loss on sale of the property and
shall be credited or charged to the Partners in proportion to their interests in
profit and loss.

                                   ARTICLE XII

                            WAIVER OF RIGHT TO COURT
                              DECREE OF DISSOLUTION

          The Partners agree that irreperable damage would be done to the
goodwill and reputation of the Company if any Partner should bring an action in
court to dissolve the Company. Care has been taken to provide fair and just
payments to a Partner whose relation with the Company is terminated for any
reason. Accordingly, each of the Partners accepts the provisions made by this
Agreement as setting forth its sole entitlement on termination of its Partner
relationship. Each Partner after consultation with counsel hereby freely and
knowingly waives and renounces all rights to seek dissolution of the Company by
court decree or otherwise to seek the appointment by a court of a liquidator for
the Company.

                                  ARTICLE XIII

                   WAIVER OF RIGHTS FOR INVENTORY AND APPRAISAL

          The Partners hereby waive to the fullest extent permitted by law (i)
any right which a Partner might have to apply to a court of proper jurisdiction
for an inventory and appraisal of the Company assets upon the death or
dissolution of a Partner, (ii) the filing of any such inventory or appraisal,
(iii) the furnishing of any bond by the surviving Partner or Partners for the
payment of Company debts and liabilities and the performance of Company
contracts, and (iv) the appointment of a receiver if the surviving Partner or
Partners refuse to purchase the interest of a deceased or dissolved Partner.

                                      -15-


                                   ARTICLE XIV

                              REMEDIES UPON DEFAULT

          SECTION 14.1.  EVENTS OF DEFAULT. The occurrence of any of the
following events shall constitute an event of default ("Event of Default")
hereunder on the part of the Partner with respect to whom such event occurs (the
"Defaulting Party") if within thirty (30) days following notice of such default
from any non-defaulting Partner, the Defaulting Party fails to commence
substantial efforts to cure such default or thereafter fails within a reasonable
time to prosecute to completion with diligence and continuity the curing of such
default; provided, however, that the occurrence of any of the events described
in subsections (b)-(f) below shall constitute an Event of Default immediately
upon such occurrence without any requirement of notice or passage of time except
as specifically set forth in any such subsection:

          (a)  the violation by a Partner of any of the restrictions set forth
               in Sections 9.1, 9.2 or 9.3 hereof;

          (b)  the institution by a Partner of a case or other proceeding in
               bankruptcy;

          (c)  the institution against a Partner of a case or other proceeding
               in bankruptcy, which proceeding is not dismissed, stayed or
               discharged within a period of sixty (60) days after the filing
               thereof or, if stayed, which stay is thereafter lifted without a
               contemporaneous discharge or dismissal of such proceeding;

          (d)  a proposed plan of arrangement or other action by a Partner's
               creditors taken as a result of a general meeting of the creditors
               of such Partner, which arrangement or other action is not
               dismissed, stayed or discharged within a period of sixty (60)
               days after such general meeting;

          (e)  the appointment of a receiver, custodian, trustee or like
               officer, to take possession of assets of a Partner if the
               pendency of said receivership would reasonably tend to have a
               materially adverse effect upon the performance by said Partner of
               its obligations under this Agreement, which receivership remains
               undischarged for a period of sixty (60) days from the date of its
               imposition;

          (f)  attachment, execution or other judicial seizure of all or any
               substantial part of a Partner's assets or of a Partner's interest
               in the Company, or any part thereof, such attachment, execution
               or seizure remaining undismissed or undischarged for a period of
               sixty (60) days after the levy thereof, if the occurrence of such
               attachment, execution or other judicial seizure would reasonably

                                      -16-


               tend to have a material adverse affect upon the performance by
               said Partner of its obligations under this Agreement; provided,
               however, that said attachment, execution or seizure shall not
               constitute an Event of Default hereunder if said Partner posts a
               bond sufficient to fully satisfy the amount of such claim or
               judgment within sixty (60) days after the levy thereof and the
               Partner's assets are thereby released from the lien of such
               attachment; and

          (g)  material default in performance of or failure to comply with any
               other agreements, obligations or undertakings of a Partner herein
               contained.

          SECTION 14.2.  REMEDY ON DEFAULT.

          SECTION 14.2.1. TERMINATION OR SPECIFIC PERFORMANCE. Upon the
occurrence of an Event of Default, as defined by Section 14.1 hereof, by any
Partner, any other Partner and/or the Company ("the Aggrieved Party") shall be
entitled to terminate this Agreement (save for and subject to the provisions of
this Section 14.2) against the Defaulting Party or to claim specific performance
of the Defaulting Party's obligations under this Agreement, in either event
without prejudice to the Aggrieved Party's right to claim damages. The foregoing
is without prejudice to such other rights as the Aggrieved Party may have at
law, provided always, that notwithstanding anything to the contrary contained in
this Agreement, the Aggrieved Party shall not be entitled to terminate this
Agreement or to invoke the terms of Section 14.2.2 hereof for any breach by the
Defaulting Party unless such breach is a material breach going to the essence of
this Agreement and is incapable of being remedied by a payment in money or, if
it is capable of being remedied by a payment in money, the Defaulting Party
fails to pay, or procure the payment of, the amount concerned, including
reasonable fees and expenses incurred to determine and secure payment of such
within ten (10) business days after such amount has been determined.

          SECTION 14.2.2. TERMINATION PROCESS. If an Aggrieved Party elects to
terminate this Agreement as provided in this Section 14.2, the following steps
shall be taken:

          (a)  Within thirty (30) days of the occurrence of the Event of
               Default, the Aggrieved Party may instruct a merchant bank or
               broker to determine Fair Market Value in accordance with Section
               14.2.4 hereof. The merchant bank or broker so appointed shall act
               as an expert and not as an arbitrator. Its costs shall be borne
               equally between the Defaulting Party and the Aggrieved Party, and
               its determination shall be final and binding on all Partners,
               except in the case of manifest error. The Aggrieved Party shall
               promptly give notice to the Defaulting Party of the Aggrieved
               Party's

                                      -17-


               appointment of such merchant bank or broker, which notice shall
               identify the merchant bank or broker so appointed.

          (b)  Notice of the price determined pursuant to Section 14.2.2(a)
               hereof shall be given in writing by the relevant merchant bank or
               broker to both the Aggrieved Party and the Defaulting Party, and
               the Aggrieved Party shall be entitled, for a period of sixty (60)
               days from receipt by it of the notification of the price, by
               giving written notice to the Defaulting Party either (i) to
               require the Defaulting Party to sell to the Aggrieved Party all,
               but not less than all, of the Defaulting Party's interest in the
               Company at the price so determined; or (ii) to require the
               Defaulting Party to purchase from the Aggrieved Party all, but
               not less than all, of the Aggrieved Party's interest in the
               Company at the price so determined, and the Defaulting Party
               shall be obliged to so sell or purchase, as the case may be;
               PROVIDED, HOWEVER, that in the event the Defaulting Party is
               precluded by law from purchasing the Aggrieved Party's interest
               pursuant to Section 14.2.2(b)(ii) hereof, the Aggrieved Party
               shall have the right to pursue all other remedies granted
               hereunder and shall have the right to require the Defaulting
               Party to sell its interests in the Company to the Aggrieved Party
               pursuant to Section 14.2.2(b)(i) hereof.

          SECTION 14.2.3. WAIVER. If the Aggrieved Party fails to give written
notice to the Defaulting Party in accordance with Section 14.2.2(b) hereof
during the sixty (60) day period, then there shall be no mandatory sale or
purchase of interests in profit and loss of the Company, and the Aggrieved Party
shall be deemed to have waived its right to sell or purchase interests under
Section 14.2.2 hereof and its right to terminate this Agreement, but not any
other rights hereunder, including, without limitation, those set forth in
Section 14.2.1 hereof, with respect to such Event of Default.

          SECTION 14.2.4. FAIR MARKET VALUE. "Fair Market Value" shall be
determined on the basis of the open market value of the relevant interests in
the Company which would be payable by a willing buyer to a willing seller on
arms' length terms. For the purpose of determining Fair Market Value, the terms
of reference for the merchant bank or broker (the "Valuer") appointed under
Section 14.2.2 hereof shall require such Valuer to consider written
representations from each of BriGam and Owens as to relevant factors which
should be taken into account by the Valuer in determining Fair Market Value. The
Valuer shall not consider any written representations received from either party
more than twenty (20) business days after the date on which the Valuer is
appointed.

                                      -18-


                                   ARTICLE XV

                              DEADLOCK AND IMPASSE

          SECTION 15.1.  DEADLOCK. A "Deadlock Event" shall be deemed to occur
at such time as a Partner (the "Notifying Partner") delivers to the other
Partners a notification in writing (the "Deadlock Notice") stating that, in the
opinion of the Notifying Partner, the Partners are unable to reach agreement on
any matter requiring their unanimous vote, and setting out the reasons therefor,
and there is no resolution or agreement which has been approved by all Partners
(which approval may be given or withheld or made subject to such conditions as
are determined by the Partners in their respective sole and absolute discretion)
within seven (7) days after delivery of the Deadlock Notice. A Deadlock Event
shall be resolved in accordance with the provisions of this Article XV.

          SECTION 15.2.  RESOLUTION OF DEADLOCK. In the event of a Deadlock
Event, any Partner may deliver notice of a meeting of the Partners (an
"Emergency Notice") to the other Partners, and they shall immediately meet at a
time and place agreed upon by the Partners or, if no time and place is agreeable
to all Partners, at the Company's principal place of business at 10:00 a.m. on
the fifteenth (15th) business day after such Emergency Notice.

          SECTION 15.3.  DECLARATION OF IMPASSE. If, at the meeting contemplated
in Section 15.2 hereof, the Partners are unable to agree on a course of action
to address the reason for the meeting, any Partner may declare an impasse
("Impasse") by giving written notice to the other Partner or Partners (an
"Impasse Notice"). Within twenty (20) days after receipt of such Impasse Notice,
the Chief Executive Officers of each of the Partners or their designees, at each
Partner's election, shall meet in a good faith effort to reach accords which
will end the Impasse. If a decision is not made by common accord which ends the
Impasse within thirty (30) days after the Impasse Notice, any Partner may
declare a final impasse ("Final Impasse") by written notice to the other
Partners.

          SECTION 15.4.  FINAL IMPASSE. Within forty-five (45) days after notice
of a Final Impasse, the notifying Partner (the "First Partner") may offer
("Offer") to the other Partner or Partners (individually, the "Other Partner,"
and collectively, the "Other Partners") a cash price per percentage point of
interest in profit and loss of the Company (the "Offer Price"), fully payable
sixty (60) days after such Offer, for the Other Partners' interests in profit
and loss of the Company. Within thirty (30) days after such Offer, the Other
Partners may notify the First Partner in writing that they will purchase on said
sixtieth (60th) day after the Offer all, but not less than all, of the First
Partner's interest in the Company, in such proportions as they may agree among
themselves, for an amount equal to the Offer Price multiplied by the percentage
interest in profit and loss of the Company then held by the First Partner. If
the Other Partners fail to so notify the First Partner of their intent to
purchase all, but not less than all, of the First Partner's interest, the Other
Partners shall be compelled to sell

                                      -19-


on said sixtieth (60th) day after the Offer all of their interests to the First
Partner for the Offer Price multiplied by the percentage interest in profit and
loss of the Company then held by each of the Other Partners. If no Offer has
been made by the First Partner on or before such forty-fifth (45th) day after
the notice of Final Impasse, the Other Partners may initiate the above process
by serving a notice upon the First Partner. In such event, the First Partner
shall then have thirty (30) days in which to respond that it will purchase on
the one hundred and twentieth (120th) day after the notice of Final Impasse all
of the Other Partners' interests in the Company for an amount equal to the Offer
Price multiplied by the percentage interest in profit and loss of the Company
then held by the Other Partner, and the sale shall proceed as to the First
Partner if it so responds or as to the Other Partners if the First Partner fails
to respond. If no offer is made by any Partner on or before such one hundred and
twentieth (120th) day after notice of Final Impasse, the status quo shall
prevail, and no further action may be taken with respect thereto.

                                   ARTICLE XVI

                                EXCLUSIVE DEALING

          SECTION 16.1.  COMPETING PRODUCTS. This Agreement is intended to
encompass and comprehend the entire activity of Owens and BriGam in packaged
respiratory systems. The Company shall be the sole vehicle through which Owens
or BriGam is involved in any manner in the manufacture, assembly or sale of
respiratory circuits or components or non-seal critical respiratory masks, or in
the manufacture, assembly, packaging or sale of respiratory circuits and
components, packaged systems containing seal critical or non-seal critical
respiratory masks or any other products now or hereafter manufactured,
packaged, assembled or sold by the Company (hereinafter referred to in this
Article XVI as "Competing Products"). Neither Owens nor BriGam, nor their
respective affiliates, shall enter into any joint venture or other arrangement
with any party other than the Company for the manufacture, assembly, marketing
or sale of Competing Products. This Section 16.1 shall not be construed as
precluding Owens or BriGam or their respective affiliates from selling to third
parties in arm's length transactions the components of such Competing Products
which are manufactured by each of them or their affiliates or subsidiaries
provided that such components do not constitute respiratory circuits or packaged
systems. The term "affiliate" shall mean with respect to any party, any other
person or party which, directly or indirectly, is controlled by such person; the
term "controlled by", as used with respect to any person or party, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such person or party, whether
through the ownership of voting securities, by contract, or otherwise.

          SECTION 16.2.  BUSINESS OPPORTUNITIES. Any business opportunity of
which a Partner becomes aware which involves the development, manufacture or
sale of any new respiratory related products, including, but not limited to, any
new products dealing with the delivery of gases (excluding blood gases) in
medical

                                      -20-


procedures, shall be first offered to the Company for the benefit of or
exploitation by the Company. Notwithstanding the provisions of Section 16.1
above, if the Company waives such opportunity and consents in writing to the
Partner's activity relative thereto, then that Partner may undertake such
opportunity (but only in the manner and to the extent disclosed to the Company),
and neither the Company nor any other Partner shall interfere with that
activity. The Company and the other Partners shall neither divulge to any third
party nor make proprietary use of any confidential information obtained by them
or their representatives as a result of any disclosures made pursuant to the
requirements of this Section 16.2. Subject to the provisions of Section 16.1
above, this Section 16.2 shall not apply to (a) products that are currently
manufactured, sold or otherwise dealt in by the Partners or their affiliates or
subsidiaries, (b) products which are the evolution of or natural successors to
such current products and which are developed internally by a Partner, or (c)
new applications or uses to which current products may be put.

                                  ARTICLE XVII

                               TRANSFER OF ASSETS

          It is intended by the Partners that the Company shall eventually take
over the manufacture of some or all of the components initially to be supplied
to the Company by the Partners. At such time as the Partners by agreement
determine that the Company should begin such self-manufacturing operations, the
Partners will meet for the purposes of determining what assets of each Partner,
including machinery, equipment, intellectual property, permits and registrations
shall be necessary for the conduct by the Company of such self-manufacturing
operations; to determine whether the transfer of such assets is to be
accomplished by sale or by capital contribution; and, if appropriate, to
determine the Valuation of such assets as provided in Section 14.2.4 hereof.
Upon agreement as to the form and terms of transfer, the Partners shall as
expediently as reasonably possible transfer to the Company the agreed assets.

                                  ARTICLE XVIII

                         BOOKS AND RECORDS; TAX MATTERS

          SECTION 18.1.  BOOKS AND RECORDS. The General Manager shall keep, or
cause to be kept, books of account and business records for the Company at the
Company's principal office. Such books of account and business records shall be
kept in accordance with generally acceptable accounting principles in the United
States of America consistently applied ("GAAP").

          SECTION 18.2.  TAX MATTERS PARTNER. OIM shall be the "Tax Matters
Partner" for the Company pursuant to the requirements of Section 6231(a)(7) of
the Code, and in such capacity shall make all elections for the Company provided
by the Code (including, without limitation, those elections provided in Section
754 of the Code) and shall represent the Company in any disputes, proceedings or
controversies

                                      -21-


with the Internal Revenue Service. The Tax Matters Partner shall have the right
to resign by giving thirty (30) days written notice to each Partner. Upon the
resignation, death, dissolution or bankruptcy of the Tax Matters Partner, a
successor to serve in such capacity shall be designated by a Majority Vote of
the Partners.

          SECTION 18.3.  PREPARATION OF TAX RETURNS. Income and other required
federal, state and local tax returns for the Company shall be prepared by the
Managing Partner and sent (together with related work papers) to each Partner
for review within ninety (90) days after the end of each Fiscal Year of the
Company.

          SECTION 18.4.  PARTNERS' TAX RETURNS. Information required for the
preparation of a Partner's income tax returns shall be furnished to the Partners
as soon as possible after the close of the Company's Fiscal Year.

          SECTION 18.5.  FISCAL YEAR. The fiscal year of the Company (the
"Fiscal Year") shall end on December 31; PROVIDED, HOWEVER, that if the Tax
Matters Partner reasonably determines that such date is not consistent with the
requirements of the Code, then the Tax Matters Partner, in its reasonable
discretion, may change the Company's Fiscal Year to a date that is permitted by
the Internal Revenue Service and the applicable state taxing authorities.

          SECTION 18.6.  FINANCIAL/OPERATING REPORTS.

          SECTION 18.6.1. ANNUAL REPORTS. The General Manager shall send to each
Partner (i) an unaudited interim financial report within sixty (60) days after
the end of each Fiscal Year and (ii) an audited report within one hundred and
twenty (120) days of the end of the Fiscal Year. Each of such reports shall be
prepared in accordance with GAAP and shall consist of;

          (a)  a balance sheet, income statement and sources and uses of funds
               statement, each as of the end of or for such Fiscal Year; and

          (b)  a report setting forth, for reasonable categories of revenues and
               expenses ("Categories"), the variance between the amounts set
               forth in the Budget for such Fiscal Year and the amounts
               actually spent in, and reserved for, the payment of the Company's
               expenses during such Fiscal Year (and which shall include an
               itemization of all reimbursements and other payments made to any
               Partner and its affiliates).

          SECTION 18.6.2. QUARTERLY REPORTS. As soon as practicable (and in any
event within forty-five (45) days after the end of each of the first three
fiscal quarters of each Fiscal Year, the General Manager shall send to each
Partner the following financial status and operating reports for such fiscal
quarter (none of which need be audited, but each of which shall be prepared in
accordance with GAAP) consisting of:

                                      -22-


          (a)  a balance sheet, income statement and sources and uses of funds
               statement, each as of the end of or for such fiscal quarter; and

          (b)  a report setting forth, for each Category, the variance between
               the amounts set forth in the Budget for such fiscal quarter and
               the amounts actually spent in, and reserved for, the payment of
               the Company's expenses during such fiscal quarter (and which
               shall include an itemization of all reimbursements and other
               payments made to any Partner and its affiliates).

                                   ARTICLE XIX

                            MISCELLANEOUS PROVISIONS

          SECTION 19.1.  NO THIRD-PARTY BENEFICIARIES. This Agreement shall not
confer any rights or remedies upon any person (including, without limitation,
creditors of the Company) other than the Partners and their respective
successors and permitted assigns.

          SECTION 19.2.  REIMBURSEMENTS. Each Partner shall pay its own expenses
in connection with Company meetings and similar routine activities connected
with the governance of the Company.

          SECTION 19.3.  ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the parties hereto the subject matter hereof and supersedes any
prior understandings, agreements, or representations by or among the Parties,
written or oral, that may have related in any way to the subject matter hereof.

          SECTION 19.4.  SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

          SECTION 19.5.  ASSIGNMENT. No party hereto may assign or otherwise
transfer any of its rights or obligations under this Agreement by operation of
law or otherwise, without the prior written consent of the other parties hereto,
which consent shall not unreasonably be withheld. Any purported or attempted
assignment contrary to the terms hereof shall be null and void and of no force
or effect.

          SECTION 19.6.  COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.

          SECTION 19.7.  HEADINGS. The sections headings contained in this
Agreement are inserted for convenience only and are not part of this Agreement
and shall not in any way affect the meaning or interpretation of this Agreement.

                                      -23-


          SECTION 19.8.  NOTICES. Unless otherwise specifically provided for in
this Agreement, all notices or other communications required or permitted under
this Agreement shall be in writing and shall be sent either (a) through the
United States Postal Service, designated as registered or certified mail, return
receipt requested and bearing adequate postage, (b) by means of an express
delivery service if it obtains a written receipt to confirm delivery, (c) by
hand delivery or (d) facsimile transmission. Each such notice shall be effective
upon the receipt thereof by the addressee. Rejection or refusal to accept or
inability to deliver because of change of address of which no notice was given
as provided herein shall be deemed to be receipt of the notice sent. By giving
the other parties notice hereto at least seven (7) days notice thereof, any
party hereto shall have the right from time to time and at any time while this
Agreement is in effect to change its address for purposes of this Section 19.8,
and each party shall have the right to specify as its address any other address
within the continental United States of America. Each notice or other
communication shall be addressed, until notice of change of address as
aforesaid, as follows:

          If to Owens, such notice shall be addressed to:

               OI Medical Inc.
               One SeaGate
               Toledo, Ohio 43666
               Attn: General Counsel
               Fax:  (419) 247-1463

          If to BriGam, such notices shall be addressed to:

               BRIGAM VENTURES INC.
               393 East Fleming Drive
               P.O. Box 1009
               Morganton, North Carolina 28655
               Attn: President
               Fax:  (704) 437-7695

          If to the Company, such notices shall be addressed to:

               Owens-BriGam Medical Company
               One SeaGate
               Toledo, Ohio 43666
               Attn:  Managing Partner
               Fax:  (419) 247-1463

          SECTION 19.9.  GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the substantive laws of the State of Delaware
without regard to any otherwise governing principles of conflicts of laws.

                                      -24-


          SECTION 19.10. AMENDMENTS AND WAIVERS. This Agreement may be amended,
modified, superseded or canceled and any of its terms, covenants,
representations, warranties, undertakings or conditions may be waived only by an
instrument in writing signed by (or by some person duly authorized by) all of
the parties hereto or, in the case of a waiver, by the party waiving compliance.

          SECTION 19.11. SEVERABILITY. Any term or provision of this Agreement
that is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction. If the final judgment of a
court of competent jurisdiction declares that any term or provision hereof is
invalid or unenforceable, the Parties agree that the court making the
determination of invalidity or unenforceability shall have the power to reduce
the scope, duration, or area of the term or provision, to delete specific words
or phrases, or to replace any invalid or unenforceable term or provision with a
term or provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision, and
this Agreement shall be enforceable as so modified after the expiration of the
time within which the judgment may be appealed.

          SECTION 19.12. NO VIOLATION OF LAW. This Agreement shall not be
construed to require either party to be compelled to do any act or remain in any
situation in violation of any law applicable to such party.

          SECTION 19.13. REPRESENTATIONS AND WARRANTIES OF THE PARTNERS. Each
Partner represents and warrants to each other Partner as follows as of the date
this Agreement is executed by the act of executing this Agreement:

          (a)  ORGANIZATION AND STANDING. OIM represents that OIM has been duly
organized and is validly existing as a corporation in good standing under the
laws of Delaware. BriGam represents to OIM that BriGam has been duly organized
and is validly existing under the laws of North Carolina. Each Partner has full
corporate power and authority to carry on its business as it is now being
conducted and to own and operate its assets and properties and to execute,
deliver and perform its obligations under this Agreement.

          (b)  AUTHORIZATION AND ENFORCEABILITY. The execution, delivery and
performance by such Partner of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized and approved on
behalf of such Partner by all necessary action as required by applicable law and
its certificate of incorporation and by-laws. This Agreement constitutes a valid
and binding agreement of such Partner enforceable against such Partner in
accordance with its terms.

          (c)  ABSENCE OF RESTRICTIONS. The execution and delivery by such
Partner of this Agreement does not, and the consummation by it of the
transactions

                                      -25-


contemplated hereby and thereby and the performance by its of its obligations
hereunder will not, violate any provision of its certificate of incorporation or
by-laws, or conflict with or result in a violation of or default (with or
without notice or lapse of time or both) under any loan or credit agreement,
note, bond, mortgage, indenture, lease or other agreement or any instrument,
permit, concession, franchise or license to which it is a party, or any
judgment, order or decree binding upon it, other than any such conflicts,
violations or defaults which individually or in the aggregate will not have a
material adverse effect on the financial condition or business affairs of such
Partner or on the ability of such Partner to perform its obligations hereunder.

          (d)  NO CONSENT REQUIRED. No material consent, approval, order or
authorization of, or registration, declaration or filling with, any governmental
entity is necessary for the execution, delivery and performance by such Partner
of this Agreement or the consummation by it of the transactions contemplated
hereby.

          (e)  COMPLIANCE WITH REGULATION. Such Partner is in compliance with
all applicable laws, regulations, rules and orders of governmental entities
except where the failure so to comply would not have a material adverse effect
on the business affairs or financial condition of such Partner or on the ability
of such Partner to perform its obligations hereunder. Such Partner is not
subject to any contract, restriction of covenant which would in any manner
impair or inhibit the ability of the Company to obtain financing without
recourse to its Partners or which would otherwise restrict the ability of the
Company to conduct business in the usual and ordinary course. Such Partner has
not made any assignment for the benefit of creditors or taken any action with a
view to, or which would constitute a basis for, the institution of an insolvency
proceeding.

          SECTION 19.14. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties contained in Section 19.13 hereof shall survive
the execution and delivery of this Agreement, and the consummation of the
transactions contemplated by this Agreement. Each Partner shall indemnify and
hold harmless the Company and the Other Partners from losses or damages,
including reasonable attorneys' fees and costs arising from a breach by it of
its representations and warranties, provided, however, that a breach of these
representations and warranties shall not be deemed to be a material breach of
this Agreement.

                                      -26-


          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.

                                                  OI MEDICAL INC.
                                                   General Partner

                                                  By: /s/ [ILLEGIBLE]
                                                     --------------------------

                                                  Title:    V.P.
                                                        ----------------------

                                                   BRIGAM VENTURES INC.
                                                    General Partner

                                                   By: /s/ James M. Bridges
                                                      -------------------------

                                                   Title: President
                                                         ---------------------

                                      -27-

EX-3.65

                                                                    EXHIBIT 3.65

[SEAL]

                          CERTIFICATE OF INCORPORATION

                                       OF

                 OLWENS-BROCKWAY GLASS CONTAINER TRADING COMPANY

     1.   The name of the corporation is:

                 OLWENS-BROCKWAY GLASS CONTAINER TRADING COMPANY

     2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

     3.   The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

     4.   The total number of shares of stock which the corporation shall have
authority to issue is One Thousand (1,000) and the par value of each of such
shares in One Cent ($.01) amounting in the aggregate to Ten Dollars ($10.00).

     5.   The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by written ballot.

     6.   The name and mailing address of the incorporator is:

                            M. C. Kinnamon
                            Corporation Trust Center
                            1209 Orange Street
                            Wilmington, Delaware 19801

     7.   A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.

     8.   The corporation shall indemnify its officers, directors, employees and
agents to the extent permitted by the General Corporation Law of Delaware.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 10th day of March, 1994.

                                    /s/ M. C. Kinnamon
                                    -----------------
                                    M. C. Kinnamon

EX-3.65(A)

                                                                 EXHIBIT 3.65(a)

[SEAL]

     CERTIFICATE OF CORRECTION FILED TO CORRECT A CERTAIN ERROR IN THE
     CERTIFICATE OF INCORPORATION OF OLWENS-BROCKWAY GLASS CONTAINER TRADING
     COMPANY FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON
     MARCH 10, 1994

          OLWENS-BROCKWAY GLASS CONTAINER TRADING COMPANY, a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware,

          DOES HEREBY CERTIFY:

          1.   The name of the corporation is OLWENS-BROCKWAY GLASS CONTAINER
TRADING COMPANY.

          2.   That a Certificate of Incorporation was filed by the Secretary of
State of Delaware on March 10, 1994, and that said certificate requires
correction as permitted by subsection (F) of section 103 of The General
Corporation Law of the State of Delaware.

          3.   The inaccuracy or defect of said certificate to be corrected is
as follows:

          The name in the Heading and Article 1. was incorrectly set forth as
follows: OLWENS-BROCKWAY GLASS CONTAINER TRADING COMPANY.

          4.   The Heading of the Certificate is corrected to read as follows:

                          CERTIFICATE OF INCORPORATION

                                       OF

                 OWENS-BROCKWAY GLASS CONTAINER TRADING COMPANY

and Article 1. of the certificate is corrected to read as follows:

          1.   The name of the corporation is:

                 OWENS-BROCKWAY GLASS CONTAINER TRADING COMPANY

          IN WITNESS WHEREOF, I the sole incorporator have signed this
certificate this 14th day of March, 1994.

                                                        /s/ M. C. Kinnamon
                                                  ------------------------------
                                                        M. C. Kinnamon

EX-3.66

                                                                    EXHIBIT 3.66

                                                                          [SEAL]

                          CERTIFICATE OF INCORPORATION

                                       OF

                           OI GLASS CONTAINER FTS INC.

          1. The name of the corporation is:

              OI Glass Container FTS Inc.

          2. The address of its registered office in the State of Delaware is
299 South State Street in the City of Dover, County of Kent. The name of its
registered agent at such address is The Prentice-Hall Corporation System, Inc.

          3. The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

          4. The total number of shares of all classes of stock that the
corporation shall have authority to issue is 1,000 shares, all of which are
Common Stock with a par value of $0.01.

          5. The name and mailing address of the incorporator is

                            Robert J. Palme
                            Latham & Watkins
                            885 Third Avenue
                        New York, New York 10022

          6. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is



expressly authorized to make, alter or repeal the bylaws of the corporation.

          7. Election of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          8. No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit.

          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, herein declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 5th day of March, 1987.

                                                     /s/ Robert J. Palme
                                                     ---------------------------
                                                     Robert J. Palme
                                                     Incorporator

EX-3.67

                                                                    EXHIBIT 3.67

                                                                          [SEAL]

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                    * * * * *

          OI Glass Container FTS Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

          FIRST: That the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the minutes of the board,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:

            RESOLVED, that the Certificate of Incorporation
            of OI Glass Container FTS Inc., be amended by
            changing the First Article thereof so that, as
            amended, said Article shall be and read as
            follows:

            "FIRST: The name of the corporation is
            Owens-Brockway Packaging, Inc."

          SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of section 228 of the General Corporation Law of
the State of Delaware.



          THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of section 242 and 228 of the General Corporation
Law of the State of Delaware.

          IN WITNESS WHEREOF, said OI Glass Container FTS Inc., has caused this
certificate to be signed by
                                       its President, and attested by
                                         its Secretary this        day of
December, 1998.

                                                 OI Glass Container FTS Inc.

                                                By /s/ Joseph H. Lemieux
                                                   -----------------------------
                                                   Joseph H. Lemieux
                                                   President

ATTEST:

By /s/ Thomas L. Young
   -------------------
   Thomas L. Young
   Secretary

EX-3.68

                                                                    EXHIBIT 3.68

                                                                          [SEAL]

                              CERTIFICATE OF MERGER
                                       OF
                            OI UNITED GLASS FTS INC.
                                      INTO
                         OWENS-BROCKWAY PACKAGING, INC.

          The undersigned corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

          FIRST:    That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:

               Name                                 State of Incorporation
               ----                                 ----------------------

     OI United Glass FTS Inc.                              Delaware
     Owens-Brockway Packaging, Inc.                        Delaware

          SECOND:   That an agreement of merger between the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of Section
251 of the General Corporation Law of the State of Delaware.

          THIRD:    That the name of the surviving corporation of the merger is
Owens-Brockway Packaging, Inc., a Delaware corporation.

          FOURTH:   That the certificate of incorporation of Owens-Brockway
Packaging, Inc., a Delaware corporation, the surviving corporation, shall be the
certificate of incorporation of the surviving corporation.

          FIFTH:    That the executed agreement of merger is on file at the
principal place of business of the surviving



corporation. The address of the principal place of business of the surviving
corporation is Owens-Brockway Packaging, Inc., One Seagate, Toledo, Ohio 43666.

          SIXTH:    That a copy of the agreement of merger will be furnished by
the surviving corporation, on request and without cost to any stockholder of any
constituent corporation.

                                            OWENS-BROCKWAY PACKAGING, INC.,
                                             A Delaware corporation

                                            By:   /s/ Thomas L. Young
                                                --------------------------------
                                                      Thomas L. Young
                                                      Vice President

ATTEST:

By:      /s/ Howard G. Bruss
    ----------------------------
             Howard G. Bruss
             Secretary

                                        2

EX-3.69

                                                                    EXHIBIT 3.69

                                                                          [SEAL]

                              CERTIFICATE OF MERGER

                                       OF

                             OI SANTA RITA STS INC.,

                            OI LA PORTA STS INC., AND

                               OI KANGAR STS INC.

                                      INTO

                         OWENS-BROCKWAY PACKAGING, INC.

          The undersigned corporations organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,

          DO HEREBY CERTIFY:

          FIRST:    That the name and state of incorporation of each of the
constituent corporations of the merger are as follows:

                 NAME                          STATE OF INCORPORATION
      ---------------------------              ----------------------

      OI Santa Rita STS Inc.                          Delaware
      OI LaPorta STS Inc.                             Delaware
      OI Kangar STS Inc.                              Delaware
      Owens-Brockway Packaging, Inc.                  Delaware

          SECOND:   That an Agreement of Merger among the parties to the merger
has been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 251 of
the General Corporation Law of the State of Delaware.

          THIRD:    The name of the surviving corporation is Owens-Brockway
Packaging, Inc.



          FOURTH:   That Owens-Brockway Packaging, Inc. is the owner of all of
the stock of OI Santa Rita STS, Inc., OI LaPorta STS Inc., and OI Kangar STS,
Inc..

          FIFTH:    That the Certificate of Incorporation of Owens-Brockway
Packaging, Inc., a Delaware corporation, which will survive the merger, shall be
the Certificate of Incorporation of the surviving corporation.

          SIXTH:    That the executed Agreement of Merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is One SeaGate, Toledo,
Ohio 43666.

          SEVENTH:  That a copy of the Agreement of Merger will be furnished by
the surviving corporation, on request and without cost to any stockholder of any
constituent corporations.

          EIGHTH:   This Certificate of Merger shall be effective on
April 30, 1990.

                                            OWENS-BROCKWAY PACKAGING, INC.

                                            By: /s/ David G. Van Hooser
                                                --------------------------------
                                            David G. Van Hooser
                                            Vice President
                                            and Treasurer

                                            Attest: /s/ Arthur H. Smith
                                                    ----------------------------
                                            Arthur H. Smith
                                            Assistant Secretary

                                       -2-


                                            OI SANTA RITA STS INC.

                                            By: /s/ David G. Van Hooser
                                                --------------------------------
                                            David G. Van Hooser
                                            Vice President
                                            and Treasurer

                                            Attest: /s/ Arthur  H. Smith
                                                    ----------------------------
                                            Arthur  H. Smith
                                            Assistant Secretary

                                            OI LAPORTA STS INC.

                                            By: /s/ David G. Van Hooser
                                                --------------------------------
                                            David G. Van Hooser
                                            Vice President
                                            and Treasurer

                                            Attest: /s/ Arthur  H. Smith
                                                    ----------------------------
                                            Arthur  H. Smith
                                            Assistant Secretary

                                            OI KANGAR STS INC.

                                            By: /s/ David G. Van Hooser
                                                --------------------------------
                                            David G. Van Hooser
                                            Vice President
                                            and Treasurer

                                            Attest: /s/ Arthur  H. Smith
                                                    ----------------------------
                                            Arthur  H. Smith
                                            Assistant Secretary

                                       -3-

EX-3.70

                                                                    EXHIBIT 3.70

                                     5532-12

                                     [STAMP]

                               SECRETARY OF STATE
                                 DOVER, DELAWARE



                          ETHYL DEVELOPMENT CORPORATION

                      RESTATED CERTIFICATE OF INCORPORATION

     ETHYL DEVELOPMENT CORPORATION, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY

     FIRST: That the corporation was originally incorporated under the name of
Trans-Plast Corporation and the original Certificate of Incorporation was filed
with the Secretary of State of Delaware on June 15, 1960.

     SECOND: That the Board of Directors of said Ethyl Development Corporation,
by the unanimous consent of its members, a copy of which is filed with the
minutes of the board, adopted resolutions proposing and declaring advisable
restating the Certificate of Incorporation of said corporation to read as set
forth in Exhibit A attached hereto, and directing that such amendment be
submitted to the Corporation's only stockholder for its written consent.

     THIRD: That the said amendment has been consented to and authorized by the
holder of all the issued and outstanding stock, by a written consent given in
accordance with the provisions of Section 228 of the General Corporation Law of

                                        1


Delaware, a copy of which is filed with the Corporation's records.

     FOURTH: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 and Section 245 of the General
Corporation Law of Delaware.

     FIFTH: That the capital of said corporation will not be reduced under or by
reason of said amendment.

     IN WITNESS WHEREOF, ETHYL DEVELOPMENT CORPORATION has caused its corporate
seal to be affixed hereunto and this certificate to be executed by its officers
thereunto duly authorized this January 23, 1970.

[SEAL]

ATTEST:                                         ETHYL DEVELOPMENT CORPORATION

By: /s/ F. P. Warne                             By: /s/ B. C. Gottwald
   -----------------------------                   -----------------------------
     F. P. Warne                                     B. C. Gottwald
     Secretary                                       Executive Vice President

                                       -2-


                                                                       EXHIBIT A

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          ETHYL DEVELOPMENT CORPORATION

          FIRST. The name of the corporation is

                         ETHYL DEVELOPMENT CORPORATION.

          SECOND. Its registered office in the State of Delaware is located at
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name and address of its agent is The Corporation Trust Company, No. 100 West
Tenth Street, Wilmington 99, Delaware.

          THIRD. The nature of the business or purposes to be conducted or
promoted are:

               To engage in any lawful act or activity for which
          corporations may be organized under the General Corporation
          Law of Delaware.

          FOURTH. The total number of shares of stock which the corporation
shall have authority to issue is

               Three Hundred Thousand (300,000) shares of Common Stock
          without par value.

          FIFTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction

                                        3


within the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof, or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

                                        4


          SIXTH. In the absence of fraud, no contract or other transaction
between this corporation and any other corporation or any partnership or
association shall be affected or invalidated by the fact that any director or
officer of this corporation is pecuniarily or otherwise interested in or is a
director, member or officer of such other corporation or of such firm,
association or partnership or is a party to or is pecuniarily or otherwise
interested in such contract or other transaction or in any way connected with
any person or persons, firm, association, partnership or corporation pecuniarily
or otherwise interested therein; any director may be counted in determining the
existence of a quorum at any meeting of the Board of Directors of this
corporation for the purpose of authorizing any such contract or transaction with
like force and effect as if he were not so interested, or were not a director,
member or officer of such other corporation, firm, association or partnership.

          SEVENTH. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving

                                        5


at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the full extent now or hereafter permitted by the
General Corporation Law of Delaware.

          EIGHTH. Every stockholder entitled to vote at any election for
directors shall have the right to cumulate his votes and give one candidate a
number of votes equal to the number of directors to be elected multiplied by the
number of votes to which his shares are entitled, or to distribute his votes on
the same principle among as many candidates as he shall think fit. The
candidates receiving the highest number of votes up to the number of directors
to be elected shall be elected.

                                        6


STATE OF VIRGINIA,

CITY OF RICHMOND, to-wit:

     I, MARY D. SHEPPARD, a Notary Public in and for the City and State
aforesaid, do hereby certify that B. C. Gottwald, Executive Vice President of
ETHYL DEVELOPMENT CORPORATION a corporation of the State of Delaware, the
corporation described in and which executed the foregoing certificate, known to
me personally to be such, and he, the said B. C. Gottwald, as such Executive
Vice President, duly executed said certificate before me and acknowledged the
said certificate to be his act and deed and the act and deed of said
corporation, that the facts stated therein are true; that the signatures of the
said Executive Vice President and Secretary of said corporation to said
foregoing certificate are in the handwriting of the said Executive Vice
President and Secretary of said corporation, respectively, and that the seal
affixed to said certificate is the corporate seal of said corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal this January 23,
1970.

                                                        /s/ Mary D. Sheppard
                                                       -----------------------
                                                              Notary Public

My commission expires 10/31/71.

[SEAL]

                                        7

EX-3.71

                                                                    EXHIBIT 3.71

                       CERTIFICATE OF REDUCTION OF CAPITAL

                                       OF

                          ETHYL DEVELOPMENT CORPORATION





                                     [STAMP]



                            CERTIFICATE OF REDUCTION

                                   OF CAPITAL

                                   ** ** ** **

          ETHYL DEVELOPMENT CORPORATION, a corporation organized and existing
under the General Corporation Law of the State of Delaware,

          DOES HEREBY CERTIFY:

          FIRST: That at a meeting of the Board of Directors of ETHYL
DEVELOPMENT CORPORATION on June 16, 1967, resolutions were duly adopted setting
forth a proposed reduction of the capital of said corporation in the manner and
to the extent hereinafter set forth and calling a meeting of the stockholders
having voting power for the consideration thereof.

          SECOND: That thereafter at a special meeting of the stockholders of
said corporation on June 27, 1967, called upon not less than ten nor more than
fifty days' notice, given in accordance with the by-laws thereof, for the
purpose of voting upon the question of reducing its capital, a resolution was
duly adopted by the holders of record of a majority of the outstanding shares of
stock of the corporation having voting power, to reduce the capital of the
corporation by the amount of One Million Nine Hundred Sixty-one Thousand Three
Hundred Ninety-seven Dollars ($1,961,397.00) in the following manner: by
retiring shares owned by the corporation.

          THIRD: That the assets of the corporation remaining after such
reduction are sufficient to pay any debts, the payment of which has not been
otherwise provided for.

          FOURTH: That this certificate of Reduction of Capital shall be
effective for accounting and other administrative purposes on July 24, 1967,
immediately preceding the execution of the Certificate of Amendment of
Certificate of Incorporation, by which the authorized capital stock of the
corporation was stated to be 300,000 shares of Common Stock without par value.

                                        1


          IN WITNESS WHEREOF, said ETHYL DEVELOPMENT CORPORATION has caused its
corporate seal to be hereunto affixed and this certificate to be signed by
B. C. Gottwald its Executive Vice President and attested by F. P. Warne, its
Secretary this 5th day of August, 1970.


                                        ETHYL DEVELOPMENT CORPORATION

                                                                Executive
                                        By /s/  B. C. Gottwald  Vice President
                                          --------------------------------------
                                          B. C. Gottwald

[SEAL]

(CORPORATE SEAL)


ATTEST:

By /s/ F. P. Warne Secretary
  --------------------------
   F. P. Warne

                                        2


STATE OF VIRGINIA )
                  ) ss:
CITY OF RICHMOND  )

          BE IT REMEMBERED that on this 5th day of August, 1970, personally came
before me, a Notary Public in and for the City and State aforesaid, B. C.
Gottwald Executive Vice President of ETHYL DEVELOPMENT CORPORATION, a
corporation of the State of Delaware, and he duly executed said certificate
before me and acknowledged the said certificate to be his act and deed and the
act and deed of said corporation and the facts stated therein are true; and that
the seal affixed to said certificate and attested by the Secretary of said
corporation is the common or corporate seal of said corporation.

          IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.


                                                    /s/ Joyce A. Heflin
                                             -----------------------------------
                                                        Notary Public
                                             My Commission Expires July 23, 1972

[SEAL]

                                        3

EX-3.72

                                                                    EXHIBIT 3.72

                            CERTIFICATE OF OWNERSHIP

                                       OF

                      ETHYL DEVELOPMENT CORPORATION (DEL.)

                                     MERGING

                          EHTYL NETHERLANDS, INC. (VA.)





                                     [STAMP]



                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                             Ethyl Netherlands, Inc.

                                      INTO

                          Ethyl Development Corporation

     Ethyl Development Corporation, a corporation organized and existing under
the laws of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That this corporation was incorporated on the 15th day of June,
1960, pursuant to the General Corporation Law of the State of Delaware.

     SECOND: That this corporation owns all of the outstanding shares of the
stock of Ethyl Netherlands, Inc., a corporation incorporated on the 10th day of
October, 1967, pursuant to the Stock Corporation Act Law of the State of
Virginia.

     THIRD: That this corporation, by the following resolutions of its Board of
Directors, duly adopted by the unanimous written consent of its members, filed
with the minutes of the board on the 24th day of March, 1971, determined to and
did merge into itself said Ethyl Netherlands, Inc:

          RESOLVED, that Ethyl Development Corporation merge, and it
     hereby does merge into itself said Ethyl Netherlands, Inc., and
     assumes all of its obligations; and further

          RESOLVED, that the merger shall be effective upon the date
     of filing with the Secretary of State of Delaware; and further



          RESOLVED, that the proper officers of this corporation be and they
     hereby are directed to make and execute, under the corporate seal of this
     corporation, a Certificate of Ownership and Merger setting forth a copy of
     the resolutions to merge said Ethyl Netherlands, Inc. and assume its
     liabilities and obligations, and the date of adoption thereof, and to cause
     the same to be filed with the Secretary of State of Delaware and a
     certified copy in the office of the Recorder of Deeds of New Castle County,
     Delaware, and to do all acts and things whatsoever, whether within or
     without the State of Delaware, which may be in anywise necessary or proper
     to effect said merger.

     IN WITNESS WHEREOF, said Ethyl Development Corporation has caused its
corporate seal to be hereunto affixed and this certificate to be signed by F. D.
Gottwald, Jr., its President, and attested by Frederick P. Warne, its
Secretary, this 1st day of April, 1971.

(CORPORATE SEAL)

[SEAL]
                                              ETHYL DEVELOPMENT CORPORATION

                                              By: /s/ F. D. Gottwald, Jr.
                                                 -------------------------------
                                                                       President

ATTEST:

By: /s/ Frederick P. Warne
   -------------------------------
                         Secretary

                                        2


STATE OF VIRGINIA )
                  ) ss:
CITY OF RICHMOND  )

     BE IT REMEMBERED that on this 1st day of April, 1971, personally came
before me, a Notary Public in and for the City and State aforesaid, F. D.
Gottwald, Jr., President of Ethyl Development Corporation, a corporation of the
State of Delaware, and he duly executed said certificate before me and
acknowledged the said certificate to be his act and deed and the act and deed of
said corporation and the facts stated therein are true; and that the seal
affixed to said certificate and attested by the Secretary of said corporation is
the common or corporate seal of said corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.

                                                      /s/ Jane C. Coty
                                                    ----------------------------
                                                    Notary Public

[SEAL]                                              My commission expires:

                                                    November 5, 1972

                                        3

EX-3.73

                                                                    EXHIBIT 3.73

                                                                         [STAMP]

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                   * * * * * *

     ETHYL DEVELOPMENT CORPORATION, a corporation organized and existing under
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     FIRST: That the Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:

          RESOLVED, that the Certificate of Incorporation of ETHYL
          DEVELOPMENT CORPORATION be amended by changing Article 1
          thereof so that, as amended, said Article shall be and read
          as follows: "The name of the corporation is: Brockway Imco.
          Inc."

     SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of section 228 of the General Corporation Law of
the State of Delaware.

     THIRD: The the aforesaid amendment was duly adopted in accordance with the
applicable provisions of section 242 and 228 of the General Law of the State of
Delaware.

     IN WITNESS WHEREOF, said ETHYL DEVELOPMENT CORPORATION has caused this
certificate to be signed by G. Stecker its Vice President and attested by P. R.
Burnaman, its Secretary, this 1st day of June, 1984.

                                                   ETHYL DEVELOPMENT CORPORATION


                                                   By /s/ G. Stecker
                                                     ---------------------------
                                                             G. Stecker
                                                           Vice President

Attest

By /s/ P. R. Burnaman
   -------------------
   P. R. Burnaman
   Secretary

EX-3.74

                                                                    EXHIBIT 3.74

                                                                         [STAMP]

                             CERTIFICATE OF MERGER

                                       OF

                 BROCKWAY PLASTICS, INC., A FOREIGN CORPORATION

                                      INTO

                   BROCKWAY IMCO, INC., A DOMESTIC CORPORATION
                   -------------------------------------------

     BROCKWAY IMCO, INC., the undersigned corporation, does hereby certify:

     FIRST: That the name and state of incorporation of each of the constituent
corporations to this merger is as follows:

       NAME                                        STATE OF INCORPORATION
       ----                                        ----------------------
  Brockway Imco, Inc.                                    Delaware

  Brockway Plastics, Inc.                                Tennessee

     SECOND: That the laws of the state under which Brockway Plastics, Inc. is
organized permits such merger.

     THIRD: That the attached Agreement and Plan of Merger, dated June 25, 1985,
has been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 252(c)
of the General Corporation Law of the State of Delaware.

     FOURTH: That the name of the surviving corporation of the merger is
Brockway Imco, Inc., which shall herewith be changed to Brockway Plastics, Inc.,
a Delaware corporation.

     FIFTH: That the following is the only amendment effected by this merger to
the Restated Certificate of Incorporation of Brockway



     IMCO, Inc., a Delaware corporation, the surviving corporation, which
Restated Certificate of Incorporation was filed with the Secretary of State
of Delaware on January 28, 1970 and amended by a Certificate of Amendment,
dated June 1, 1984 and filed on June 4, 1984:

          "FIRST: The name of the corporation is
          BROCKWAY PLASTICS, INC."

     SIXTH: That Brockway, Inc. (NY), the sole stockholder of each constitutent
corporation, has consented to this merger and has been given an executed
counterpart of the Agreement and Plan of Merger.

     SEVENTH: That the authorized capital stock of each foreign corporation
which is a party to the merger is as follows:



Corporation                 Class           Number of Shares           Par Value
- -----------                 -----           ----------------           ---------
                                                                 
Brockway Plastics, Inc.     Common              2,000                     None


     EIGHTH: That, in accordance with the Agreement and Plan of Merger, the
merger shall become effective on (i) the close of business on the last date on
which a certificate or articles of merger shall be filed with the Offices of
Secretary of State of the States of Delaware and Tennessee; or (ii) June 30,
1985, whichever occurs later.

     NINTH: That the executed agreement of merger is on file at the principal
place of business of the surviving corporation: Brockway Plastics, Inc., 701 E.
Byrd Street, Richmond, Virginia 23218.

     TENTH: That a copy of the agreement of merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.

                                                   BROCKWAY IMCO, INC.

ATTEST:

  P.R. Burnaman                                    By  William E. Kelleher, Jr.
- -------------------------                              ------------------------
  Secretary                                              Vice President

                                       -2-


                          AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER, dated June 25, 1985, pursuant to Section
252 of the General Corporation Law of the State of Delaware and Section 48-006
of the Tennessee General Corporation Act, is entered into by and between
BROCKWAY IMCO, INC., a Delaware corporation (herein called "Imco"), and BROCKWAY
PLASTICS, INC., a Tennessee corporation (herein called "Plastics").

                          W I T N E S S E T H  T H A T:
                          - - - - - - - - - -  - - - -

     WHEREAS, the authorized capital stock of Imco consists of 300,000 shares of
Common Stock, no par value, (herein called "Imco Common"), 300,000 shares of
which are now issued and outstanding; and

     WHEREAS, the authorized capital stock of Plastics consists of 2,000 shares
of Common Stock, no par value, (herein called "Plastics Common"), 200 shares of
which are now issued and outstanding; and

     WHEREAS, the respective Boards of Directors of Imco and Plastics have
recommended that Plastics be merged into Imco upon the terms and conditions
herein set forth and have accordingly recommended to the shareholders of each
corporation that this Agreement and Plan of Merger be approved; and



     WHEREAS, the shareholders of Imco and Plastics, by their unanimous
consents, dated June 25, 1985, have approved this Agreement and Plan of Merger.

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants hereinafter contained, the parties hereto, intending to be legally
bound hereby, agree as follows:

     1. Plastics shall, upon and subject to the terms and conditions set forth
herein, be merged into Imco, which shall be the Surviving Corporation and which
shall continue its corporate existence under the laws of the State of Delaware,
and the separate existence of Plastics shall cease. Immediately upon the merger
becoming effective, the name of the Surviving Corporation shall be changed to
"Brockway Plastics, Inc."

     2. The time that the merger shall become effective shall be (i) the close
of business on the last date on which a certificate or articles of merger,
including this Agreement and Plan of Merger, shall be filed with the Offices of
Secretary of State of the States of Delaware and Tennessee, or (ii) June 30,
1985, whichever occurs later. For accounting and tax purposes, the merger shall
be deemed effective as of the close of business on June 30, 1985.

     3. The Restated Certificate of Incorporation of Imco, as filed in the
Office of the Secretary of State of the State of

                                       -2-


Delaware, as previously amended and as amended to reflect the name change of the
Surviving Corporation in accordance with Paragraph 1 hereof, shall constitute,
from and after the effective date of the merger and until further amended as
provided by law, the Restated Certificate of Incorporation of the Surviving
Corporation.

     4. The Bylaws of Imco as in effect immediately prior to the time the merger
becomes effective, shall be the Bylaws of the Surviving Corporation until the
same shall thereafter be altered, amended or repealed in accordance with law.

     5. The officers and directors of Imco immediately prior to the time the
merger becomes effective shall be the officers and directors of the Surviving
Corporation until their successors are duly elected and qualify.

     6. Upon the merger becoming effective, Plastics shall be merged into Imco,
the separate existence of Plastics shall cease, and Imco shall continue in
existence and, without other transfer, shall succeed to and possess all of the
properties, rights, privileges, patents, trademarks, licenses, immunities,
powers, purposes and franchises, as well of a public as of a private nature, and
shall be subject to all of the obligations, restrictions, disabilities and
duties, of both Imco and Plastics, all without further act or deed, as provided
by the General Corporation Law of Delaware and the General Corporation Act of
Tennessee. If at any time Imco shall consider or be

                                       -3-


advised that any further assignments, conveyances or assurances in law are
necessary or desirable to carry out the provisions hereof, the proper officers
and directors of Plastics as of the time the merger becomes effective shall
execute and deliver any and all proper deeds, assignments and assurances in law
and do all things necessary or proper to carry out the provisions hereof.

     7. The terms of the merger, the mode of carrying the same into effect and
the manner of surrender of the certificates evidencing the outstanding shares of
Plastics shall be as follows;

     (i)  Each share of Imco Common which is issued and outstanding at the time
          the merger becomes effective shall continue to be and represent the
          same number of shares of Common Stock, no par value, of the Surviving
          Corporation. Upon the merger becoming effective and the Certificate of
          Incorporation being amended to reflect the name change of the
          Surviving Corporation as provided in Paragraph 1 hereof, the
          shareholders of the Surviving Corporation Common shall surrender the
          certificates representing the issued and outstanding shares of Imco to
          the Surviving Corporation, which shall immediately thereafter reissue
          new certificates representing the same number of shares but reflecting
          the change of name of the Surviving Corporation to Brockway Plastics,
          Inc.

                                       -4-


     (ii) Each share of Plastics Common which is issued and outstanding at the
          time the merger becomes effective shall be cancelled and the
          shareholders of Plastics Common shall surrender the certificates
          representing the issued and outstanding shares of Plastics to Imco for
          cancellation.

     8. Imco and Plastics, by consent of a majority of their respective Boards
of Directors, may amend, modify or supplement this Agreement and Plan of Merger
in such manner as may be agreed upon by them in writing, at any time prior to
the filing of this Agreement and Plan of Merger with the Office of Secretary of
State of the State of Delaware or Tennessee; provided, however, that any
amendment subsequent to the adoption of this Agreement and Plan by the
shareholders of any constituent corporation shall not (1) alter or change the
amount or kind of shares, securities, cash, property and/or rights to be
received in exchange for or on conversion of all or any of the shares of any
class or series thereof of such constituent corporation, (2) alter or change any
term of the Certificate of Incorporation of the Surviving Corporation to be
effected by the merger, or (3) alter or change any of the terms and conditions
of this Agreement and Plan if such alteration or change would adversely affect
the holders of any class or series thereof of such constituent corporation.

     9. This instrument contains the entire agreement between the parties hereto
with respect to the transactions contemplated in this Agreement and Plan of
Merger.

                                       -5-


     10. This Agreement and Plan of Merger may be executed in one or more
counterparts, each of which shall be deemed to be an original instrument, but
all of which together shall constitute but one instrument.

     IN WITNESS WHEREOF, Imco and Plastics have each caused this Agreement and
Plan of Merger to be executed by their duly authorized officers and their
respective corporate seals to be hereunto affixed, all as of the day and year
first above written.

ATTEST:                                         BROCKWAY IMCO, INC.

/s/ P.R. Burnaman                               By  /s/ William E. Kelleher, Jr.
- ----------------------------                        ----------------------------
   Secretary                                               Vice President

[SEAL]

(Corporate Seal)

ATTEST:                                         BROCKWAY PLASTICS, INC.

/s/ William E. Kelleher, Jr.                  By  /s/ P.R. Burnaman
- ----------------------------                      ----------------------------
    Ass't. Secretary                                  Treasurer

[SEAL]

(Corporate Seal)

                                       -6-


                                  CERTIFICATION

     I, P. R. Burnaman, Secretary of Brockway Imco, Inc. (to be known as
Brockway Plastics, Inc.) (the "Corporation"), a corporation organized and
existing under the laws of the State of Delaware, hereby certify, as such
Secretary, that the Agreement and Plan of Merger to which this Certificate is
attached, after having been first duly signed on behalf of the Corporation and
having been signed on behalf of Brockway Plastics, Inc., a corporation organized
under the laws of the State of Tennessee, was duly adopted pursuant to Section
228 of the General Corporation Law of Delaware, by the unanimous written consent
of the sole stockholder holding 300,000 shares of the Common Stock of the
Corporation, the same being all of the issued and outstanding shares entitled to
vote thereon, and that the Agreement and Plan of Merger was thereby adopted as
the act of the stockholders of the Corporation and the duly adopted agreement
and act of the Corporation.

     WITNESS the due execution hereof on this 25th day of June, 1985.


                                                  /s/ P. R. Burnaman
                                                 --------------------------
                                                 P. R. Burnaman,  Secretary

                                       -7-

EX-3.75

                                                                    EXHIBIT 3.75

                                                                          [SEAL]

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                    * * * * *

          Brockway Plastics, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:

          FIRST: That the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the minutes of the board,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:

          RESOLVED, that the Certificate of Incorporation of
          Brockway Plastics, Inc. be amended by changing the
          First Article thereof so that, as amended, said
          Article shall be and read as follows: "First: The
          name of the corporation is O-I Brockway Plastics
          Inc."

          SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of section 228 of the General Corporation Law of
the State of Delaware.

          THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of sections 242 and 228 of the General
Corporation Law of the State of Delaware.



          IN WITNESS WHEREOF, said Brockway Plastics, Inc. has caused this
certificate to be signed by David A. Ward, its Vice President, and attested by
Thomas L. Young, its Secretary, this 8th day of July, 1988.

                                              Brockway Plastics, Inc.

                                          By  /s/ David A. Ward
                                              ----------------------------------
                                              David A. Ward, Vice President

ATTEST:

By  /s/ Thomas L. Young
    ---------------------------------
    Thomas L. Young, Secretary

EX-3.76

                                                                    EXHIBIT 3.76

                                                                          [SEAL]

                   CERTIFICATE OF CORRECTION FILED TO CORRECT

                 A CERTAIN ERROR IN THE CERTIFICATE OF AMENDMENT

                                       OF

                           O-I BROCKWAY PLASTICS INC.

                  FILED IN THE OFFICE OF THE SECRETARY OF STATE

                          OF DELAWARE ON JULY 18, 1988

       O-I Brockway Plastics Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

       DOES HEREBY CERTIFY:

       1. The name of the corporation is O-I Brockway Plastics Inc.

       2. That a Certificate of Amendment was filed by the Secretary of State of
Delaware on July 18, 1988, and that said certificate requires correction as
permitted by subsection (F) of section 103 of The General Corporation Law of the
State of Delaware.

       3. The inaccuracy or defect of said certificate to be corrected is as
follows: To correct the name of the corporation.

       4. Article First of the certificate is corrected to read as follows:

       "First.  The name of the corporation is O-I Brockway Plastics, Inc."



       IN WITNESS WHEREOF, said O-I Brockway Plastics Inc. has caused this
certificate to be signed by its Vice President and attested by its Secretary,
this             day of                , 1988.

                                           O-I Brockway Plastics Inc.

                                           By /s/ David A. Ward
                                              ----------------------------------
                                              David A. Ward
                                              Vice President

ATTEST:

By /s/ Thomas L. Young
   ---------------------------
   Thomas L. Young
   Secretary

EX-3.77

                                                                    EXHIBIT 3.77

                                                                          [SEAL]

                            CERTIFICATE OF OWNERSHIP
                                     MERGING
                             IMCO SERVICE CORPORATION
                                      INTO
                           O-I BROCKWAY PLASTICS, INC.

             (Pursuant to Section 253 of the General Corporation Law
                                  of Delaware)

          O-I BROCKWAY PLASTICS, INC., a corporation incorporated on the 18th
day of July, 1988, pursuant to the provisions of the General Corporation Law of
the State of Delaware;

          DOES HEREBY CERTIFY that this Corporation owns at least 90% of the
capital stock of IMCO Service Corporation, a corporation incorporated on the
31st day of January, 1977, pursuant to the provisions of the Virginia Stock
Corporation Act and that this Corporation, by a resolution of its Board of
Directors duly adopted by unanimous written consent in lieu of a meeting as of
the 29th day of June, 1990, determined to and did merge into itself said IMCO
Service Corporation, which resolution is in the following words to wit:

               WHEREAS this Corporation lawfully owns at least 90% of the
          outstanding stock of IMCO Service Corporation, a corporation organized
          and existing under the laws of Virginia, and

               WHEREAS this Corporation desires to merge into itself the said
          IMCO Service Corporation, and to be possessed of all the estate,
          property, rights, privileges and franchises of said Corporation,

               NOW, THEREFORE, BE IT RESOLVED, that this Corporation merges into
          itself said IMCO Service



          Corporation and assumes all of its liabilities and obligations; and

               FURTHER RESOLVED, that the form, terms and provisions of the
          Agreement and Plan of Merger between the Corporation and Surviving
          Corporation dated as of June 29, 1990 (the "Merger Agreement"),
          providing for the merger of the Corporation with and into Surviving
          Corporation, with Surviving Corporation being the surviving
          corporation, copies of which have been presented to this Board of
          Directors, are hereby authorized and approved; and

               FURTHER RESOLVED, that the president or a vice-president, and the
          secretary or assistant secretary of this Corporation be and they
          hereby are directed to make and execute, under the corporate seal of
          this Corporation, a certificate of ownership setting forth a copy of
          the resolution to merge said IMCO Service Corporation and assume its
          liabilities and obligations, and the date of adoption thereof, and to
          file the same in the office of the Secretary of State of Delaware, and
          a certified copy thereof in the office of the Recorder of Deeds of New
          Castle County; and

               FURTHER RESOLVED, that the officers of this Corporation be and
          they hereby are authorized and directed to do all acts and things
          whatsoever, whether within or without the State of Delaware or the

                                       -2-


          Commonwealth of Virginia, which may be in any way necessary or proper
          to effect said merger.

               IN WITNESS WHEREOF, said O-I Brockway Plastics, Inc. has caused
its corporate seal to be affixed and this certificate to be signed by Thomas L.
Young, its Vice President and attested by Arthur H. Smith, its Assistant
Secretary, this 29th day of June, 1990.

                                       BY: /s/ Thomas L. Young
                                           -------------------------------------
                                           Thomas L. Young
                                           Vice President


                                       ATTEST: /s/ Arthur H. Smith
                                               ---------------------------------
                                               Arthur H. Smith
                                               Assistant Secretary

                                       -3-

EX-3.78

                                                                    EXHIBIT 3.78

                                                                          [SEAL]

                              CERTIFICATE OF MERGER

                                       OF

                      OWENS-ILLINOIS PLASTIC PRODUCTS INC.

                                      INTO

                           O-I BROCKWAY PLASTICS, INC.

          The undersigned corporations organized and existing under and by
virtue of the General Corporation Law of the State of Delaware.

          DO HEREBY CERTIFY:

          FIRST:  That the name and state of incorporation of each of the
constituent corporations of the merger are as follows:

             NAME                                    STATE OF INCORPORATION
    ----------------------                           ----------------------

    Owens-Illinois Plastic
         Products Inc.                                     Delaware
    O-I Brockway Plastics, Inc.                            Delaware

          SECOND:  That an Agreement of Merger between the parties to the merger
has been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 251 of
the General Corporation Law of the State of Delaware.

          THIRD:  That the name of the surviving corporation of the merger is
O-I BROCKWAY PLASTICS, INC.

          FOURTH:  That OI PLASTIC PRODUCTS FTS INC., a Delaware corporation, is
the owner of all of the stock of each of the constituent corporations.

          FIFTH:  That as an effect of the merger, the Certificate of
Incorporation of O-I Brockway Plastics, Inc., a



Delaware corporation which will survive the merger, shall be the Certificate of
Incorporation of the surviving corporation.

          SIXTH:  That the executed Agreement of Merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is One SeaGate, Toledo,
Ohio 43666.

          SEVENTH:  That a copy of the Agreement of Merger will be furnished by
the surviving corporation on request and without cost to any stockholder of
either constituent corporation.

          EIGHTH:  This Certificate of Merger shall be effective on January 1,
1995 at 12:01 a.m.

OWENS-ILLINOIS PLASTIC                      O-I BROCKWAY PLASTICS, INC.
  PRODUCTS INC.

By: /s/ David G. Van Hooser                 By: /s/ David G. Van Hooser
    -----------------------------               --------------------------------
    David G. Van Hooser                         David G. Van Hooser
    Vice President                              Vice President

Attest: /s/ James W. Baehran                Attest: /s/ James W. Baehran
        -------------------------                   ----------------------------
        James W. Baehran                            James W. Baehran
        Secretary                                   Secretary

                                       -2-

EX-3.79

                                                                    EXHIBIT 3.79

                                                                          [SEAL]

                              CERTIFICATE OF MERGER

                                       OF

                              OI DOUGHERTY STS INC.

                                      INTO

                           O-I BROCKWAY PLASTICS, INC.

          The undersigned corporations organized and existing under and by
virtue of the General Corporation Law of the State of Delaware

          DO HEREBY CERTIFY:

          FIRST:  That the name and state of incorporation of each of the
constituent corporations of the merger are as follows:

              NAME                                        STATE OF INCORPORATION
     -----------------------                              ----------------------

     OI Dougherty STS Inc.                                       Delaware
     O-I Brockway Plastics, Inc.                                 Delaware

          SECOND:  That an Agreement of Merger between the parties to the merger
has been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 251 of
the General Corporation Law of the State of Delaware.

          THIRD:  That the name of the surviving corporation of the merger is
O-I BROCKWAY PLASTICS, INC.

          FOURTH:  That OI PLASTIC PRODUCTS FTS INC., a Delaware corporation, is
the owner of all of the stock of each of the constituent corporations.



          FIFTH:  That as an effect of the merger, the Certificate of
Incorporation of O-I Brockway Plastics, Inc., a Delaware corporation which will
survive the merger, shall be the Certificate of Incorporation of the surviving
corporation.

          SIXTH:  That the executed Agreement of Merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is One SeaGate, Toledo,
Ohio 43666.

          SEVENTH:  That a copy of the Agreement of Merger will be furnished by
the surviving corporation on request and without cost to any stockholder of
either constituent corporation.

          EIGHTH:  This Certificate of Merger shall be effective on January 1,
1995 at 1:01 a.m.

OI DOUGHERTY STS INC.                       O-I BROCKWAY PLASTICS, INC.

By: /s/ David G. Van Hooser                 By: /s/ David G. Van Hooser
    ------------------------------              --------------------------------
    David G. Van Hooser                         David G. Van Hooser
    Vice President                              Vice President


Attest: /s/ James W. Baehren                Attest: /s/ James W. Baehren
        --------------------------                  ----------------------------
        James W. Baehren                            James W. Baehren
        Assistant Secretary                         Secretary

                                      -2-

EX-3.80

                                                                    EXHIBIT 3.80

                                                                          [SEAL]

                              CERTIFICATE OF MERGER

                                       OF

                              OI TREITLER STS INC.

                                      INTO

                           O-I BROCKWAY PLASTICS, INC.

     The undersigned corporations organized and existing under and by virtue of
the General Corporation Law of the State of Delaware

     DO HEREBY CERTIFY:

     FIRST:   That the name and state of incorporation of each of the
constituent corporations of the merger are as follows:

               NAME                       STATE OF INCORPORATION
     ---------------------------          ----------------------

     OI Treitler STS Inc.                        Delaware
     O-I Brockway Plastics, Inc.                 Delaware

     SECOND:   That an Agreement of Merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 251 of
the General Corporation Law of the State of Delaware.

     THIRD:    That the name of the surviving corporation of the merger is O-I
BROCKWAY PLASTICS, INC.

     FOURTH:   That OI PLASTIC PRODUCTS FTS INC., a Delaware corporation, is the
owner of all of the stock of each of the constituent corporations.



     FIFTH:   That as an effect of the merger, the Certificate of
Incorporation of O-I Brockway Plastics, Inc., a Delaware corporation which will
survive the merger, shall be the Certificate of Incorporation of the surviving
corporation.

     SIXTH:   That the executed Agreement of Merger is on file at the principal
place of business of the surviving corporation. The address of the principal
place of business of the surviving corporation is One SeaGate, Toledo, Ohio
43666.

     SEVENTH:   That a copy of the Agreement of Merger will be furnished by the
surviving corporation on request and without cost to any stockholder of either
constituent corporation.

     EIGHTH:   This Certificate of Merger shall be effective on January 1, 1995
at 1:10 a.m.

OI TREITLER STS INC.                        O-I BROCKWAY PLASTICS, INC.

By: /s/ David G. Van Hooser                 By: /s/ David G. Van Hooser
    ---------------------------                 -----------------------
    David G. Van Hooser                         David G. Van Hooser
    Vice President                              Vice President


Attest:  /s/ James W. Baehren               Attest:  /s/ James W. Baehren
         --------------------                        --------------------
         James W. Baehren                            James W. Baehren
         Assistant Secretary                         Assistant Secretary

                                       -2-

EX-3.81

                                                                    EXHIBIT 3.81

                                                                          [SEAL]

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                                    DBC, INC.
                                      INTO
                           O-I BROCKWAY PLASTICS, INC.

             (Pursuant to Section 253 of the General Corporation Law
                                  of Delaware)

          O-I BROCKWAY PLASTICS, INC., a corporation incorporated on the 15th
day of June, 1960, pursuant to the provisions of the General Corporation Law of
the State of Delaware;

          DOES HEREBY CERTIFY that this Corporation owns 100% of the capital
stock of DBC, INC., a corporation incorporated on the 2nd day of October, 1961,
pursuant to the provisions of the Business Corporation Act of the State of New
Jersey, and that this Corporation, by a resolution of its Board of Directors
duly adopted by unanimous written consent in lieu of a meeting as of the 22nd
day of December 1994, determined to and did merge into itself said DBC, INC.,
which resolution is in the following words, to wit:

               WHEREAS this Corporation lawfully owns 100% of the outstanding
          stock of DBC, Inc., a corporation organized and existing under the
          laws of New Jersey; and

               WHEREAS this Corporation desires to merge into itself the said
          DBC, Inc., and to be possessed of all the estate, property, rights,
          privileges and franchises of said corporation;

               NOW, THEREFORE, BE IT RESOLVED, that this Corporation merges into
          itself said DBC, Inc. and assumes all of its liabilities and
          obligations; and

               FURTHER RESOLVED, that the president or a vice-president, and the
          secretary or an assistant secretary of this Corporation be and they
          hereby are directed to make and execute, under the corporate seal of
          this Corporation, a certificate of ownership and merger setting forth
          a copy of the resolution to merge said DBC, Inc. into this



          Corporation and assume its liabilities and obligations, and the date
          of adoption thereof, and to file the same in the office of the
          Secretary of State of the State of Delaware, and a certified copy
          thereof in the office of the Recorder of Deeds of New Castle Country;
          and

               FURTHER RESOLVED, that this merger shall be effective January 1,
          1995 at 2:01 a.m.

               FURTHER RESOLVED, that the officers of this Corporation be and
          they hereby are authorized and directed to do all acts and things
          whatsoever, whether within or without the State of Delaware; which may
          be in any way necessary or proper to effect said merger.

          IN WITNESS WHEREOF, said O-I BROCKWAY PLASTICS, INC. has caused this
certificate to be signed by David G. Van Hooser, its Vice President and attested
by James W. Baehren, its Secretary, this 22nd day of December, 1994.

                                            BY: /s/ David G. Van Hooser
                                                --------------------------------
                                                David G. Van Hooser
                                                Vice President


                                            ATTEST: /s/ James W. Baehren
                                                    ----------------------------
                                                    James W. Baehren
                                                    Secretary

                                      -2-

EX-3.82

                                                                    EXHIBIT 3.82

[STAMP]

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

          O-I BROCKWAY PLASTICS, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

          FIRST:   That the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the minutes of the board,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:

          RESOLVED, that the Certificate of Incorporation of O-I
          Brockway Plastics, Inc. be amended by changing the First
          Article thereof so that, as amended, said Article shall be
          and read as follows: "First: The name of the corporation is
          Owens-Brockway Plastic Products Inc."

          SECOND:  That in lieu of a meeting and vote of the sole stockholder,
the stockholder has given written consent to said amendment in accordance with
the provisions of Section 228 of the General Corporation Law of the State of
Delaware.

          THIRD:   That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, said O-I Brockway Plastics, Inc. has caused this
certificate to be signed by David G. Van Hooser, its



Vice President, and attested by James W. Baehren, its Secretary, this 4th day of
January, 1995.

                                                 O-I BROCKWAY PLASTICS, INC.

                                                 By:  /s/ David G. Van Hooser
                                                    ---------------------------
                                                      David G. Van Hooser
                                                      Vice President

ATTEST:

By:  /s/ James W. Baehren
   -------------------------
     James W. Baehren
     Secretary

                                       -2-

EX-3.83

                                                                    EXHIBIT 3.83

[STAMP]

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                              TREITLER-OWENS, INC.
                                      INTO
                      OWENS-BROCKWAY PLASTIC PRODUCTS INC.

             (Pursuant to Section 253 of the General Corporation Law
                                  of Delaware)

          OWENS-BROCKWAY PLASTIC PRODUCTS INC., a corporation incorporated on
the 15th day of June, 1960, pursuant to the provisions of the General
Corporation Law of the State of Delaware;

          DOES HEREBY CERTIFY that this Corporation owns 100% of the capital
stock of TREITLER-OWENS, INC., a corporation incorporated on the 29th day of
January, 1976, pursuant to the provisions of the Business Corporation Act of the
State of New Jersey, and that this Corporation, by a resolution of its Board of
Directors duly adopted by unanimous written consent in lieu of a meeting as of
the 14th day of December, 1995, determined to and did merge into itself said
TREITLER-OWENS, INC., which resolution is in the following words, to wit:

               WHEREAS this Corporation lawfully owns 100% of the
          outstanding stock of Treitler-Owens, Inc., a corporation
          organized and existing under the laws of New Jersey; and

               WHEREAS this Corporation desires to merge into itself
          the said Treitler-Owens, Inc., and to be possessed of all
          the estate, property, rights, privileges and franchises of
          said Corporation;

               NOW, THEREFORE, BE IT RESOLVED, that this Corporation
          merges into itself said Treitler-Owens, Inc. and assumes all
          of its liabilities and obligations; and

               FURTHER RESOLVED, that the president or a
          vice-president, and the secretary or an assistant



          secretary of this Corporation be and they hereby are
          directed to make and execute, under the corporate seal of
          this Corporation, a certificate of ownership and merger
          setting forth a copy of the resolution to merge said
          Treitler-Owens, Inc. into this Corporation and assume its
          liabilities and obligations, and the date of adoption
          thereof, and to file the same in the office of the Secretary
          of State of the State of Delaware, and a certified copy
          thereof in the office of the Recorder of Deeds of New Castle
          County; and

               FURTHER RESOLVED, that this merger shall be effective
          December 31, 1995 at 12:01 a.m.

               FURTHER RESOLVED, that the officers of this Corporation
          be, and they hereby are, authorized and directed to do all
          acts and things whatsoever, whether within or without the
          state of Delaware; which may be in any way necessary or
          proper to effect said merger.

          IN WITNESS WHEREOF, said OWENS-BROCKWAY PLASTIC PRODUCTS INC. has
caused this certificate to be signed by David G. Van Hooser, its Vice President
and attested by James W. Baehren, its Secretary, this 14th day of December,
1995.

                                        OWENS-BROCKWAY PLASTIC PRODUCTS INC.

                                        By:  /s/ David G. Van Hooser
                                            ------------------------------------
                                            David G. Van Hooser
                                            Vice President

                                        ATTEST:  /s/ James W. Baehren
                                                --------------------------------
                                                James W. Baehren
                                                Secretary

                                      -2-

EX-3.84

                                                                    EXHIBIT 3.84

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                               OI CLOSURE STS INC.

          1.   The name of the corporation is:

                   OI Closure STS Inc.

          2.   The address of its registered office in the State of Delaware is
229 South State Street in the City of Dover, County of Kent. The name of its
registered agent at such address is The Prentice-Hall Corporation System, Inc.

          3.   The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

          4.   The total number of shares of all classes of stock that the
corporation shall have authority to issue is 1,000 shares, all of which are
Common Stock with a par value of $0.01.

          5.   The name and mailing address of the incorporator is

                                Robert J. Palme
                                Latham & Watkins
                                885 Third Avenue
                            New York, New York 10022

          6.   In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is



expressly authorized to make, alter or repeal the bylaws of the corporation.

          7.   Election of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          8.   No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit.

          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, herein declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 8th day of March, 1987.

                                                        /s/ Robert J. Palme
                                                      -------------------------
                                                      Robert J. Palme
                                                      Incorporator

EX-3.85

                                                                    EXHIBIT 3.85

                                                                         [STAMP]

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                               OI CLOSURE STS INC.

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

                    Adopted in accordance with the provision
                    of Section 242 of the General Corporation
                          Law of the State of Delaware

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

          We, the Vice President and Assistant Secretary of OI Closure STS Inc.,
a corporation existing under the laws of the State of Delaware, do hereby
certify as follows:

          FIRST: That the Certificate of Incorporation of said corporation has
been amended as follows:

          By striking out the whole of Article 1 thereof as it now exists and
inserting in lieu and instead thereof a new Article 1, reading as follows:

          "1.  The name of the corporation is:
                Owens-Illinois Closure Inc."

          SECOND: That such amendment has been duly adopted in accordance with
the provisions of the General Corporation Law of the State of Delaware by the
unanimous written consent of all of the stockholders entitled to vote in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.



          IN WITNESS WHEREOF, we have signed this certificate this 8th day of
April, 1987.

                                                    /s/ Thomas L. Young
                                                    -------------------------
                                                    Thomas L. Young
                                                    Vice President

ATTEST:

/s/ Edward A. Gilhuly
- ----------------------
Edward A. Gilhuly
Assistant Secretary

EX-3.86

                                                                    EXHIBIT 3.86

                                                                         [STAMP]

                              CERTIFICATE OF MERGER
                                       OF
                       SPECIALTY PACKAGING PRODUCTS, INC.
                                      INTO
                           OWENS-ILLINOIS CLOSURE INC.

      (Pursuant to Section 252 of the General Corporation Law of Delaware)

          Owens-Illinois Closure Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify:

          FIRST:   That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:

                 Name                           State of Incorporation
          ---------------------                 ----------------------

          Owens-Illinois Closure Inc.                   Delaware
          Specialty Packaging Products, Inc.            Virginia

          SECOND:  That an agreement and plan of merger between the parties to
the merger has been approved, adopted, certified, executed and acknowledged by
each of the constituent corporations in accordance with the requirements of
Section 252 of the General Corporation Law of the State of Delaware.

          THIRD:   That the name of the surviving corporation of the merger is
Owens-Illinois Closure Inc., a Delaware corporation.

          FOURTH:  That the certificate of incorporation of Owens-Illinois
Closure Inc., a Delaware corporation, the surviving corporation, In effect prior
to its merger with Specialty Packaging Products, Inc. will remain the
certificate of Incorporation of the surviving corporation after said merger
without any modification or amendment.

          FIFTH:   That the merger shall be effective upon the filing hereof
with the Secretary of State of Delaware.

          SIXTH:   That the executed agreement of merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is Owens-Illinois
Closure Inc., One SeaGate, Toledo, Ohio 43666.

          SEVENTH: That a copy of the agreement of merger will be furnished by
the surviving corporation, on request and without cost, to any stockholder of
any constituent corporation.



          EIGHTH:  That the surviving corporation is to be a corporation of the
state of Delaware and the authorized capital of the constituent corporation that
is not a corporation of the State of Delaware consisted of 10,000 share of $1.00
par value common stock, all of which will be canceled upon the effective date of
this merger.

          IN WITNESS WHEREOF, Owens-Illinois Closure Inc. has caused this
certificate to be executed by David G. Van Hooser, its Vice President and
attested by James W. Baehren, its Secretary, as of the 1st day of January, 1993.

                                             OWENS-ILLINOIS CLOSURE INC.


                                             By: /s/ David G. Van Hooser
                                                --------------------------------
                                                  David G. Van Hooser
                                                  Vice President

ATTEST:


By: /s/ James W. Baehren
   -----------------------
     James W. Baehren
     Secretary

EX-3.87

                                                                    EXHIBIT 3.87

                                                                         [STAMP]

                              CERTIFICATE OF MERGER

                                       OF

                             OI US CAPITAL STS INC.

                                      INTO

                           OWENS-ILLINOIS CLOSURE INC.

          The undersigned corporations organized and existing under and by
virtue of the General Corporation Law of the State of Delaware

          DO HEREBY CERTIFY:

          FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger are as follows:

                  NAME                          STATE OF INCORPORATION
       ----------------------------             ----------------------

       OI US Capital STS Inc.                          Delaware
       Owens-Illinois Closure Inc.                     Delaware

          SECOND: That an Agreement of Merger between the parties to the merger
has been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 251 of
the General Corporation Law of the State of Delaware.

          THIRD: That the name of the surviving corporation of the merger is
OWENS-ILLINOIS CLOSURE INC.

          FOURTH: That OI CLOSURE FTS INC., a Delaware corporation, is the owner
of all of the stock of each of the constituent corporations.



          FIFTH: That as an effect of the merger, the Certificate of
Incorporation of Owens-Illinois Closure, Inc., a Delaware corporation which will
survive the merger, shall be the Certificate of Incorporation of the surviving
corporation.

          SIXTH: That the executed Agreement of Merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is One SeaGate, Toledo,
Ohio 43666.

          SEVENTH: That a copy of the Agreement of Merger will be furnished by
the surviving corporation on request and without cost to any stockholder of
either constituent corporation.

          EIGHTH: This Certificate of Merger shall be effective on December 31,
1993 at 12:01 p.m.

OI US CAPITAL STS INC.                       OWENS-ILLINOIS CLOSURE INC.

By: /s/ David G. Van Hooser                  By: /s/ David G. Van Hooser
   -------------------------------              -----------------------------
   David G. Van Hooser                          David G. Van Hooser
   Vice President                               Vice President

Attest:  /s/ James W. Baehren                Attest:  /s/ James W. Baehren
        --------------------------                   ------------------------
        James W. Baehren                             James W. Baehren
        Assistant Secretary                          Secretary

                                       -2-

EX-3.88

                                                                    EXHIBIT 3.88

                                                                         [STAMP]

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                             U.S. CAP & CLOSURE INC.
                                      INTO
                           OWENS-ILLINOIS CLOSURE INC.

             (Pursuant to Section 253 of the General Corporation Law
                                  of Delaware)

          OWENS-ILLINOIS CLOSURE INC., a corporation incorporated on the 9th day
of March, 1987, pursuant to the provisions of the General Corporation Law of the
State of Delaware;

          DOES HEREBY CERTIFY that this Corporation owns 100% of the capital
stock of U.S. CAP & CLOSURE INC., a corporation incorporated on the 26th day of
March, 1957, pursuant to the provisions of the Business Corporation Act of the
State of Illinois, and that this Corporation, by a resolution of its Board of
Directors duly adopted by unanimous written consent in lieu of a meeting as of
the 27th day of December 1993, determined to and did merge into itself said U.S.
CAP & CLOSURE INC., which resolution is in the following words to wit:

               WHEREAS this Corporation lawfully owns 100% of the
          outstanding stock of U.S. Cap & Closure Inc., a corporation
          organized and existing under the laws of Illinois; and

               WHEREAS this Corporation desires to merge into itself
          the said U.S. Cap & Closure Inc., and to be possessed of all
          the estate, property, rights, privileges and franchises of
          said corporation;

               NOW, THEREFORE, BE IT RESOLVED, that this Corporation
          merges into itself said U.S. Cap & Closure Inc. and assumes
          all of its liabilities and obligations; and

               FURTHER RESOLVED, that the president or a
          vice-president, and the secretary or an assistant secretary
          of this Corporation be and they hereby are directed to make
          and execute, under the corporate seal of this Corporation, a
          certificate of ownership and merger setting forth a copy of



          the resolution to merge said U.S. Cap & Closure Inc. into
          this Corporation and assume its liabilities and obligations,
          and the date of adoption thereof, and to file the same in
          the office of the Secretary of State of the State of
          Delaware, and a certified copy thereof in the office of the
          Recorder of Deeds of New Castle County; and

               FURTHER RESOLVED, that this merger shall be effective
          December 31, 1993 at 2:00 p.m.

               FURTHER RESOLVED, that the officers of this Corporation
          be and they hereby are authorized and directed to do all
          acts and things whatsoever, whether within or without the
          State of Delaware; which may be in any way necessary or
          proper to effect said merger.

          IN WITNESS WHEREOF, said OWENS-ILLINOIS CLOSURE INC. has caused its
corporate seal to be affixed and this certificate to be signed by David G. Van
Hooser, its Vice President and attested by James W. Baehren, its Secretary, this
31st day of December, 1993.

                                              BY:  /s/ David G. Van Hooser
                                                  ------------------------------
                                                  David G. Van Hooser
                                                  Vice President

                                              ATTEST:  /s/ James W. Baehren
                                                      --------------------------
                                                      James W. Baehren
                                                      Secretary

                                       -2-

EX-3.89

                                                                    EXHIBIT 3.89

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                               OI GENERAL STS INC.

          1.   The name of the corporation is:

                    OI General STS Inc.

          2.   The address of its registered office in the State of Delaware is
229 South State Street in the City of Dover, County of Kent. The name of its
registered agent at such address is The Prentice-Hall Corporation System, Inc.

          3.   The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

          4.   The total number of shares of all classes of stock that the
corporation shall have authority to issue is 1,000 shares, all of which are
Common Stock with a par value of $0.01.

          5.   The name and mailing address of the incorporator is

                                Robert J. Palme
                                Latham & Watkins
                                885 Third Avenue
                            New York, New York 10022

          6.   In Furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is



expressly authorized to make, alter or repeal the bylaws of the corporation.

          7.   Election of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

          8.   No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional or a knowing violation
of law, (iii) under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit.

          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, herein declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 8th day of March, 1987.

                                                       /s/ Robert J. Palme
                                                       ------------------------
                                                       Robert J. Palme
                                                       Incorporator

EX-3.90

                                                                    EXHIBIT 3.90

                                                                         [STAMP]

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                               OI GENERAL STS INC.

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

                    Adopted in accordance with the provisions
                    of Section 242 of the General Corporation
                          Law of the State of Delaware

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

          We, the Vice President and Assistant Secretary of OI General STS Inc.,
a corporation existing under the laws of the State of Delaware, do hereby
certify as follows:

          FIRST: That the Certificate of Incorporation of said corporation has
been amended as follows:

          By striking out the whole of Article 1 thereof as it now exists and
inserting in lieu and instead thereof a new Article 1, reading as follows:

          "1. The name of the corporation is:
               Owens-Illinois General Inc."

          SECOND: That such amendment has been duly adopted in accordance with
the provisions of the General Corporation Law of the State of Delaware by the
unanimous written consent of all of the stockholders entitled to vote in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.



          IN WITNESS WHEREOF, we have signed this certificate this 8th day of
April, 1987.


                                                       /s/ Thomas L. Young
                                                      --------------------------
                                                      Thomas L. Young
                                                      Vice President

ATTEST:

/s/ Edward A. Gilhuly
- --------------------------
 Edward A. Gilhuly
 Assistant Secretary

EX-3.91

                                                                    EXHIBIT 3.91

                                                                         [STAMP]

                              CERTIFICATE OF MERGER

                                       OF

                    OWENS-ILLINOIS INTER-AMERICA CORPORATION

                                      INTO

                           OWENS-ILLINOIS GENERAL INC.

     The undersigned corporations organized and existing under and by virtue of
the General Corporation Law of the State of Ohio and Delaware.

     DOES HEREBY CERTIFY:

     FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:

            NAME                                    STATE OF INCORPORATION
     ----------------------------------------       ----------------------
     Owens-Illinois Inter-America Corporation            Ohio
     Owens-Illinois General Inc.                         Delaware

     SECOND: That an Agreement of Merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of the corporation
law of the State of Ohio and Delaware.

     THIRD: The name of the surviving corporation is Owens-Illinois General Inc.

     FOURTH: That Owens-Illinois General Inc. is the owner of all of the stock
of constituent corporation.

     FIFTH: That the Certificates of Incorporation of Owens-Illinois General
Inc., a Delaware corporation, which will survive the merger shall be the
Certificate of Incorporation of the surviving corporation.



     SIXTH: That the executed Agreement of Merger is on file at the principal
place of business of the surviving corporation. The address of the principal
place of business of the surviving corporation is One SeaGate, Toledo, Ohio
43666.

     SEVENTH: That a copy of the Agreement of Merger will be furnished by the
surviving corporation on request and without cost to any stockholder of any
constituent corporation.

     EIGHTH: This Certificate of Merger shall be effective on September 28,
1990.

                                       OWENS-ILLINOIS GENERAL INC.

                                       /s/ Thomas L. Young
                                       ------------------------------
                                       Thomas L. Young
                                       Vice President

                                       /s/ Thomas L. Young
                                       ------------------------------
                                       Thomas L. Young
                                       Assistant Secretary

EX-3.92

                                                                    EXHIBIT 3.92

                                                                         [STAMP]

                              CERTIFICATE OF MERGER

                                       OF

                                 OI UMI STS INC.
                                       AND
                               OI MVCURC STS INC.

                                      INTO

                           OWENS-ILLINOIS GENERAL INC.

     The undersigned corporations organized and existing under and by virtue of
the General Corporation Law of the State of Delaware.

     DO HEREBY CERTIFY:

     FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger are as follows:

          NAME                       STATE OF INCORPORATION
  ---------------------------        ----------------------
  OI UMI STS Inc.                            Delaware
  OI MVCURC STS Inc.                         Delaware
  Owens-Illinois General Inc.                Delaware

     SECOND: That an Agreement of Merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 251 of
the General Corporation Law of the State of Delaware.

     THIRD: That the name of the surviving corporation of the merger is
OWENS-ILLINOIS GENERAL INC.

     FOURTH: That OI GENERAL FTS INC., a Delaware corporation, is the owner of
all of the stock of each of the constituent corporations.



     FIFTH: That as an effect of the merger, the Certificate of Incorporation
of Owens-Illinois General Inc., a Delaware corporation which will survive the
merger, shall be the Certificate of Incorporation of the surviving corporation.

     SIXTH: That the executed Agreement of Merger is on file at the principal
place of business of the surviving corporation. The address of the principal
place of business of the surviving corporation is One SeaGate, Toledo, Ohio
43666.

     SEVENTH: That a copy of the Agreement of Merger will be furnished by the
surviving corporation on request and without cost to any stockholder of any
constituent corporation.

     EIGHTH: This Certificate of Merger shall be effective on April 30, 1996.

OI UMI STS INC.                               OWENS-ILLINOIS GENERAL INC.

By: /s/ David G. Van Hooser                   By: /s/ David G. Van Hooser
   ----------------------------------            -------------------------------
    David G. Van Hooser                           David G. Van Hooser
    Vice President                                Vice President

Attest: /s/ James W. Baehren                  Attest: /s/ James W. Baehren
       ------------------------------                 --------------------------
        James W. Baehren                              James W. Baehren
        Assistant Secretary                           Secretary

OI MVCURC STS INC.

By: /s/ David G. Van Hooser
   ----------------------------------
    David G. Van Hooser
    Vice President

Attest: /s/ James W. Baehren
       ------------------------------
        James W. Baehren
        Assistant Secretary

                                       -2-

EX-3.93

                                                                    EXHIBIT 3.93

                                                                         [STAMP]

                              CERTIFICATE OF MERGER
                                       OF
                           OWENS-ILLINOIS LEASING INC.
                                      INTO
                           OWENS-ILLINOIS GENERAL INC.

                         Pursuant to Section 251 of the
                       General Corporation Law of Delaware
                                 ***************

     The undersigned corporations organized and existing under and by virtue of
the General Corporation Law of the State of Delaware.

     DO HEREBY CERTIFY:

     FIRST: That the name and state of Incorporation of each of the constituent
corporations of the merger are as follows:

               NAME                               STATE OF INCORPORATION
   ---------------------------                    ----------------------
   Owens-Illinois Leasing Inc.                       Delaware

   Owens-Illinois General Inc.                       Delaware

     SECOND: That an Agreement of Merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 251 of
the General Corporation Law of the State of Delaware.

     THIRD: That the name of the surviving corporation of the merger is
OWENS-ILLINOIS GENERAL INC.

     FOURTH: That OI GENERAL FTS INC., a Delaware corporation, is the owner of
all of the stock of both of the constituent corporations.



     FIFTH: That as an effect of the merger, the Certificate of Incorporation of
Owens-Illinois General Inc., a Delaware corporation that will survive the
merger, shall be the Certificate of Incorporation of the surviving corporation.

     SIXTH: That the executed Agreement of Merger is on file at the principal
place of business of the surviving corporation. The address of the principal
place of business of the surviving corporation is One SeaGate, Toledo, Ohio
43666.

     SEVENTH: That a copy of the Agreement of Merger will be furnished by the
surviving corporation on request and without cost to any stockholder of either
constituent corporation.

     EIGHTH: This Certificate of Merger shall be effective on December 26, 2000.

OWENS-ILLINOIS LEASING INC.                     OWENS-ILLINOIS GENERAL INC.

By: /s/ James W. Baehren                        By: /s/ James W. Baehren
- -----------------------------------             --------------------------------
    James W. Baehren                                James W. Baehren
    Vice President and Secretary                    Vice President and Secretary

EX-3.94

                                                                    EXHIBIT 3.94

[STAMP]

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                          MAUMEE VALLEY COMMUNITY URBAN
                            REDEVELOPMENT CORPORATION
                                      INTO
                           OWENS-ILLINOIS GENERAL INC.

      (Pursuant to Section 253 of the General Corporation Law of Delaware)

     OWENS-ILLINOIS GENERAL INC., a corporation incorporated on the 9th day of
March, 1987, pursuant to the provisions of the General Corporation Law of the
State of Delaware;

     DOES HEREBY CERTIFY that this Corporation owns 100% of the capital stock of
MAUMEE VALLEY COMMUNITY URBAN REDEVELOPMENT CORPORATION, a corporation
incorporated on the 15th day of September, 1977, pursuant to the provisions of
the General Corporation Law of the State of Ohio, and that this Corporation, by
a resolution of its Board of Directors duly adopted by unanimous written consent
in lieu of a meeting as of the 10th day of May, 1996, determined to and did
merge into itself said MAUMEE VALLEY COMMUNITY URBAN REDEVELOPMENT CORPORATION,
which resolution is in the following words, to wit:

          WHEREAS this Corporation lawfully owns 100% of the outstanding stock
     of Maumee Valley Community Urban Redevelopment Corporation, a corporation
     organized and existing under the laws of Ohio; and

          WHEREAS this Corporation desires to merge into itself the said Maumee
     Valley Community Urban Redevelopment Corporation, and to be possessed of as
     the estate, property, rights, privileges and franchises of said
     corporation;



          NOW, THEREFORE, BE IT RESOLVED, that this Corporation merges into
     itself said Maumee Valley Community Urban Redevelopment Corporation and
     assumes all of its liabilities and obligations; and

          FURTHER RESOLVED, that the president or a vice-president, and the
     secretary or an assistant secretary of this Corporation be and they hereby
     are directed to make and execute, under the corporate seal of this
     Corporation, a certificate of ownership and merger setting forth a copy of
     the resolution to merge said Maumee Valley Community Urban Redevelopment
     Corporation into this Corporation and assume its liabilities and
     obligations, and the date of adoption thereof, and to file the same in the
     office of the Secretary of State of the State of Delaware, and a certified
     copy thereof in the office of the Recorder of Deeds of New Castle County;
     and

          FURTHER RESOLVED, that this merger shall be effective May 31, 1996 at
     11:59 p.m.

          FURTHER RESOLVED, that the officers of this Corporation be and they
     hereby are authorized and directed to do all acts are things whatsoever,
     whether within or without the State of Delaware which may be in any way
     necessary or proper to effect said merger.

     IN WITNESS WHEREOF, said OWENS-ILLINOIS GENERAL INC. has caused this
certificate to be signed by David G. Van Hooser, its Vice President and attested
by James W. Baehren, its Secretary, this 10th day of May, 1996.

                                             BY: /s/ David G. Van Hooser
                                                -------------------------------
                                                 David G. Van Hooser
                                                 Vice President

                                             ATTEST: /s/ James W. Baehren
                                                    ---------------------------
                                                     James W. Baehren
                                                     Secretary
                                       -2-

EX-3.95

                                                                    EXHIBIT 3.95

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 OII GROUP, INC.

     1.  The name of the corporation is:

                OII Group, Inc.

     2.  The address of its registered office in the State of Delaware is 229
South State Street in the City of Dover, County of Kent. The name of its
registered agent at such address is The Prentice-Hall Corporation System, Inc.

     3.  The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

     4.  The total number of shares of all classes of stock that the corporation
shall have authority to issue is 1,000 shares, all of which are Common Stock
with a par value of $0.01.

     5.  The name and mailing address of the incorporator is

                                Robert J. Palme
                                Latham & Watkins
                                885 Third Avenue
                            New York, New York 10022

     6.  In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is



expressly authorized to make, alter or repeal the bylaws of the corporation.

     7.  Election of directors need not be by written ballot unless the bylaws
of the corporation shall so provide.

     8.  No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit.

     I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, herein declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 8th day of March, 1987.

                                                           /s/ Robert J. Palme
                                                           ---------------------
                                                           Robert J. Palme
                                                           Incorporator

EX-3.96

                                                                    EXHIBIT 3.96

                                                                         [STAMP]

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 OII GROUP, INC.

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

                    Adopted in accordance with the provisions
                    of Section 242 of the General Corporation
                          Law of the State of Delaware

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

     We, the Vice President and Assistant Secretary of OII Group, Inc., a
corporation existing under the laws of the State of Delaware, do hereby certify
as follows:

     FIRST: That the Certificate of Incorporation of said corporation has been
amended as follows:

     By striking out the whole of Article FIRST thereof as it now exists and
inserting in lieu and instead thereof a new Article FIRST, reading as follows:

     "FIRST: The name of the Corporation is:

          Owens-Illinois Group, Inc."

     SECOND: That such amendment has been duly adopted in accordance with the
provisions of the General Corporation Law of the State of Delaware by the
written consent of the sole stockholder in accordance with the provisions of
Section 228 of the General Corporation Law of the State of Delaware.



     IN WITNESS WHEREOF, we have signed this certificate this 23rd day of March,
1987.

                                                            /s/ James H. Greene
                                                            --------------------
                                                            James H. Greene, Jr.
                                                            Vice President

ATTEST:

/s/ Edward A. Gilhuly
- -----------------------
Edward A. Gilhuly
Assistant Secretary

EX-3.97

                                                                    EXHIBIT 3.97

                                                                         [STAMP]

                            CERTIFICATE OF OWNERSHIP
                                     MERGING
                            OIB CONSUMERS GLASS INC.
                                      INTO
                            OWENS-ILLINOIS GROUP, INC.

             (Pursuant to Section 253 of the General Corporation Law
                                  of Delaware)

          OWENS-ILLINOIS GROUP, INC., a corporation incorporated on the 10th day
of March, 1987, pursuant to the provisions of the General Corporation Law of the
State of Delaware:

          DOES HEREBY CERTIFY that this Corporation owns at least 90% of the
capital stock of OIB Consumers Glass Inc., a corporation incorporated on the 2nd
day of November, 1987, pursuant to the provisions of the General Corporation Law
of the State of Delaware, and that this Corporation, by a resolution of its
Board of Directors duly adopted by unanimous written consent in lieu of a
meeting as of the 29th day of June, 1990, determined to and did merge into
itself said OIB Consumers Glass Inc., which resolution is in the following words
to wit:

               WHEREAS this Corporation lawfully owns at least 90% of the
     outstanding stock of OIB Consumers Glass Inc., a corporation organized and
     existing under the laws of Delaware, and

               WHEREAS this Corporation desires to merge into itself the said
     OIB Consumers Glass Inc., and to be possessed of all the estate, property,
     rights, privileges and franchises of said Corporation,

               NOW, THEREFORE, BE IT RESOLVED, that this Corporation merges into
     itself said OIB Consumers Glass



     Inc. and assumes all of its liabilities and obligations, and

               FURTHER RESOLVED, that the president or a vice-president, and the
     secretary or assistant secretary of this Corporation be and they hereby are
     directed to make and execute, under the corporate seal of this Corporation,
     a certificate of ownership setting forth a copy of the resolution to merge
     said OIB Consumers Glass Inc. and assume its liabilities and obligations,
     and the date of adoption thereof, and to file the same in the office of the
     Secretary of State of Delaware, and a certified copy thereof in the office
     of the Recorder of Deeds of Kent County; and

               FURTHER RESOLVED, that the officers of this Corporation be and
     they hereby are authorized and directed to do all acts and things
     whatsoever, whether within or without the State of Delaware; which may be
     in any way necessary or proper to effect said merger.

          IN WITNESS WHEREOF, said Owens-Illinois Group, Inc. has caused its
corporate seal to be affixed and this certificate to be signed by Thomas L.
Young, its Vice President and attested by Arthur H. Smith, its Assistant
Secretary, this 29th day of June, 1990.

                                                     By: /s/ Thomas L. Young
                                                         -----------------------
                                                         Thomas L. Young
                                                         Vice President

                                                     ATTEST: /s/ Arthur H. Smith
                                                             -------------------
                                                             Arthur H. Smith
                                                             Assistant Secretary

                                       -2-

EX-3.98

                                                                    EXHIBIT 3.98

                                                                         [STAMP]

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                              OIB FINANCE FTS INC.
                                      INTO
                           OWENS-ILLINOIS GROUP, INC.

             (Pursuant to Section 253 of the General Corporation Law
                                  of Delaware)

     OWENS-ILLINOIS GROUP, INC., a corporation incorporated on the 10th day of
March, 1987, pursuant to the provisions of the General Corporation Law of the
State of Delaware;

     DOES HEREBY CERTIFY that this Corporation owns 100% of the capital stock of
OIB FINANCE FTS INC., a corporation incorporated on the 6th day of March, 1987,
pursuant to the provisions of the General Corporation Law of the State of
Delaware, and that this Corporation, by a resolution of its Board of Directors
duly adopted by unanimous written consent in lieu of a meeting as of the 30th
day of December 1991, determined to and did merge into itself said OIB FINANCE
FTS INC., which resolution is in the following words to wit:

          WHEREAS this Corporation lawfully owns 100% of the outstanding stock
     of OIB Finance FTS Inc., a corporation organized and existing under the
     laws of Delaware, and

          WHEREAS this Corporation desires to merge into itself the said OIB
     Finance FTS Inc., and to be possessed of all the estate, property, rights,
     privileges and franchises of said corporation;

          NOW, THEREFORE, BE IT RESOLVED, that this Corporation merges into
     itself said OIB Finance FTS Inc. and assumes all of its liabilities and
     obligations; and

          FURTHER RESOLVED, that the president or a vice-president, and the
     secretary or an assistant secretary of this Corporation be and they hereby
     are directed to make and execute, under the corporate seal of this
     Corporation, a certificate of ownership and merger setting forth a copy of
     the resolution to merge said OIB Finance FTS Inc.



     into this Corporation and assume its liabilities and obligations, and the
     date of adoption thereof, and to file the same in the office of the
     Secretary of State of the State of Delaware, and a certified copy thereof
     in the office of the Recorder of Deeds of New Castle and Kent Counties; and

          FURTHER RESOLVED, that the officers of this Corporation be and they
     hereby are authorized and directed to do all acts and things whatsoever,
     whether within or without the State of Delaware; which may be in any way
     necessary or proper to effect said merger.

     IN WITNESS WHEREOF, said OWENS-ILLINOIS GROUP, INC. has caused its
corporate seal to be affixed and this certificate to be signed by David G. Van
Hooser, its Vice President and attested by Arthur H. Smith, its Assistant
Secretary, this 30th day of December, 1991.

                                                   By: /s/ David G. Van Hooser
                                                       -------------------------
                                                       David G. Van Hooser
                                                       Vice President

                                                   ATTEST: /s/ Arthur H. Smith
                                                           ---------------------
                                                           Arthur H. Smith
                                                           Assistant Secretary

                                       -2-

EX-3.99

                                                                    EXHIBIT 3.99

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                        OI PRESCRIPTION PRODUCTS STS INC.

     1.  The name of the corporation is:

       OI Prescription Products STS Inc.

     2.  The address of its registered office in the State of Delaware is 229
South State Street in the City of Dover, County of Kent. The name of its
registered agent at such address is The Prentice-Hall Corporation System, Inc.

     3.  The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

     4.  The total number of shares of all classes of stock that the corporation
shall have authority to issue is 1,000 shares, all of which are Common Stock
with a par value of $0.01.

     5.  The name and mailing address of the incorporator is

                                Robert J. Palme
                                Latham & Watkins
                                885 Third Avenue
                            New York, New York 10022

     6.  In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is



expressly authorized to make, alter or repeal the bylaws of the corporation.

     7.  Election of directors need not be by written ballot unless the bylaws
of the corporation shall so provide.

     8.  No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit.

     I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, herein declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 8th day of March, 1987.

                                                           /s/ Robert J. Palme
                                                           ---------------------
                                                           Robert J. Palme
                                                           Incorporator

EX-3.100

                                                                   EXHIBIT 3.100

                                                                         [STAMP]

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATRION

                                       OF

                        OI PRESCRIPTION PRODUCTS STS INC.

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

                    Adopted in accordance with the provisions
                    of Section 242 of the General Corporation
                          Law of the State of Delaware

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

     We, the Vice President and Assistant Secretary of OI Prescription Products
STS Inc., a corporation existing under the laws of the State of Delaware, do
hereby certify as follows:

     FIRST: That the Certificate of Incorporation of said corporation has been
amended as follows:

     By striking out the whole of Article 1 thereof as it now exists and
inserting in lieu and instead thereof a new Article 1, reading as follows:

     "1. The name of the corporation is:

     Owens-Illinois Prescription Products Inc."

     SECOND: That such amendment has been duly adopted in accordance with the
provisions of the General Corporation Law of the State of Delaware by the
unanimous written consent of all of the stockholders entitled to vote in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.



     IN WITNESS WHEREOF, we have signed this certificate this 8th day of April,
1987.

                                                             /s/ Thomas L. Young
                                                             -------------------
                                                             Thomas L. Young
                                                             Vice President

ATTEST:

/s/ Edward A. Gilhuly
- -----------------------
Edward A. Gilhuly
Assistant Secretary

EX-3.101

                                                                   EXHIBIT 3.101

                                                                         [STAMP]

                              CERTIFICATE OF MERGER

                                       OF

                               OI SCHOTT STS INC.

                                      INTO

                    OWENS-ILLINOIS PRESCRIPTION PRODUCTS INC.

          The undersigned corporations organized and existing under and by
virtue of the General Corporation Law of the State of Delaware

          DO HEREBY CERTIFY:

          FIRST:   That the name and state of incorporation of each of the
constituent corporations of the merger are as follows:

                   NAME                                STATE OF INCORPORATION
          -----------------------                      ----------------------
          OI Schott STS Inc.                                Delaware
          Owens-Illinois Prescription
            Products Inc.                                   Delaware

          SECOND:  That an Agreement of Merger between the parties to the merger
has been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 251 of
the General Corporation Law of the State of Delaware.

          THIRD:   That the name of the surviving corporation of the merger is
OWENS-ILLINOIS PRESCRIPTION PRODUCTS INC.

          FOURTH:  That OI PLASTIC PRODUCTS FTS INC., a Delaware corporation, is
the owner of all of the stock of each of the constituent corporations.



          FIFTH:   That as an effect of the merger, the Certificate of
Incorporation of Owens-Illinois Prescription Products Inc., a Delaware
corporation which will survive the merger, shall be the Certificate of
Incorporation of the surviving corporation.

          SIXTH:   That the executed Agreement of Merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is One SeaGate, Toledo,
Ohio 43666.

          SEVENTH: That a copy of the Agreement of Merger will be furnished by
the surviving corporation on request and without cost to any stockholder of
either constituent corporation.

          EIGHTH:  This Certificate of Merger shall be effective on December 31,
1994.

OI SCHOTT STS INC.                                  OWENS-ILLINOIS PRESCRIPTION
                                                      PRODUCTS INC.

By: /s/ David G. Van Hooser                         By: /s/ David G. Van Hooser
    -------------------------                           ------------------------
    David G. Van Hooser                                 David G. Van Hooser
    Vice President                                      Vice President

Attest: /s/ James W. Baehren                        Attest: /s/ James W. Baehren
        ----------------------                              --------------------
        James W. Baehren                                    James W. Baehren
        Assistant Secretary                                 Secretary

                                       -2-

EX-3.102

                                                                   EXHIBIT 3.102

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION

                                       OF

                  DOUGHERTY BROTHERS COMPANY PUERTO RICO, INC.

  To:  The Secretary of State
       State of New Jersey

          THE UNDERSIGNED of the age of eighteen years or over, for the purpose
of forming corporation pursuant to the provisions of Title 14A, Corporations,
General, of the New Jersey Statutes, do hereby execute the following Certificate
of Incorporation:

          FIRST: The name of the corporation is

          DOUGHERTY BROTHERS COMPANY PUERTO RICO, INC.

          SECOND: The purpose or purposes for which the corporation is organized
are:

          To engage in any activity within the lawful business purposes for
which corporations may be organized under the New Jersey Business Corporation
Act, and to engage in the manufacture and sale of glass, plastics and other
types of products and all matters relating thereto or in connection therewith.

          THIRD: The aggregate number of shares which the corporation shall
have authority to issue is One Thousand (1,000) of the par value of One Dollar
($1.00) each.

          FOURTH: The address of the corporation's initial registered office is
Tuckahoe Road and Pine Street, P.O. Box 57, Buena, New Jersey 08310 and the name
of the corporation's initial registered agent at such address is William B.
Haack.



          FIFTH: The number of directors constituting the initial board of
directors shall be Three (3) and the names and addresses of the directors are as
follows:

             NAMES                              ADDRESSES
             -----                              ---------

     John F. Dougherty, Jr.                     Tuckahoe Road and Pine Street
                                                P.O. Box 57
                                                Buena, New Jersey 08310

     William B. Haack                           Tuckahoe Road and Pine Street
                                                P.O. Box 57
                                                Buena, New Jersey 08310

     Robert L. Goldthwaith                      Tuckahoe Road and Pine Street
                                                P.O. Box 57
                                                Buena, New Jersey 08310

          SIXTH: The names and addresses of the incorporators are as follows:

             NAMES                              ADDRESSES
             -----                              ---------

     B.J. Verdon                                123, South Broad Street
                                                Philadelphia, PA 19109

     Timothy F. O'Connell                       123, South Broad Street
                                                Philadelphia, PA 19109

     John McDevitt                              123, South Broad Street
                                                Philadelphia, PA 19109

          SEVENTH: The duration of the corporation shall be for a term of
perpetual years.

          IN WITNESS WHEREOF, we, the incorporators of the above named
corporation, have hereunto signed this Certificate of Incorporation on the 9th
day of February, 1984.

                                                     /s/ B.J. Verdon
                                                     ---------------------------
                                                     B.J. Verdon

                                                     /s/ Timothy F. O'Connell
                                                     ---------------------------
                                                     Timothy F. O'Connell

                                                     /s/ John McDevitt
                                                     ---------------------------
                                                     John McDevitt



                             CONSENT TO USE OF NAME

          DOUGHERTY BROTHERS COMPANY a corporation organized under the laws of
the State of NEW JERSEY hereby consents to the organization of DOUGHERTY
BROTHERS COMPANY PUERTO RICO, INC. in the State of New Jersey.

     IN WITNESS WHEREOF, the said DOUGHERTY BROTHERS COMPANY has caused
this consent to be executed by its Vice president and attested under its
corporate seal by its __________ secretary, this 17th day of February 1984.

                                              DOUGHERTY BROTHERS COMPANY
                                              ----------------------------------

                                           By /s/ William B. Haack
                                              ----------------------------------
                                              William B. Haack    Vice President

Attest:

/s/ Marie Bayuk
- -----------------------------
Marie Bayuk         Secretary

[SEAL]

EX-3.103

                                                                   EXHIBIT 3.103

                               STATE OF NEW JERSEY
                             DEPARTMENT OF TREASURY
                    CERTIFICATE RELATIVE TO CORPORATE FILING

    OWENS-ILLINOIS SPECIALTY PRODUCTS PUERTO RICO, INC.

   I, THE TREASURER OF THE STATE OF NEW JERSEY, DO HEREBY CERTIFY THAT THE ABOVE
NAMED BUSINESS DID ON SEPTEMBER 26, 1988, FILE AND RECORD IN THIS DEPARTMENT A
CERTIFICATE OF NAME CHANGE AS BY THE STATUTES OF THIS STATE REQUIRED.

[SEAL]

IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED MY OFFICIAL SEAL
AT TRENTON, THIS 17TH DAY OF MAY, 2001

                                                     /s/ Peter R Lawrance
                                                     -------------------------
                                                         Peter R Lawrance
                                                         ACTING STATE TREASURER

EX-3.104

                                                                   EXHIBIT 3.104

                 [STATE OF MINNESOTA DEPARTMENT OF STATE LOGO]

               TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:

     WHEREAS, Articles of Incorporation, duly signed and acknowledged under
oath, have been filed for record in the office of the Secretary of State, on the
31ST day of DECEMBER, A.D. 1954 for the incorporation of PRODUCT DESIGNING, INC.
under and in accordance with the provisions of the Minnesota Business
Corporation Act, Minnesota Statutes, Chapter 301,

     NOW, THEREFORE, I, Mrs. Mike Holm, Secretary of State of the State of
Minnesota, by virtue of the powers and duties vested in me by law, do hereby
certify that the said PRODUCT DESIGNING, INC. is a legally organized Corporation
under the laws of this State.

                                                     Witness my official
                                            signature hereunto subscribed and
                                            the Great Seal of the State of
                                            Minnesota hereunto affixed this
                                            THIRTY-FIRST day of DECEMBER in the
                                            year of our Lord one thousand nine
                                            hundred and FIFTY-FOUR.

                                                       /s/ Mrs. Mike Holm
                                                       -----------------------
                                                           Secretary of State.



                            ARTICLES OF INCORPORATION
                                       of
                             PRODUCT DESIGNING, INC.

     KNOW ALL MEN BY THESE PRESENTS that we, the undersigned, hereby associate
ourselves together for the purpose of forming a corporation under and pursuant
to that statutes of the State of Minnesota and to that end we hereby adopt and
execute the following Articles and certify as follows:

                                    ARTICLE I

     The name of the corporation formed by us shall be Product Designing, Inc.

     The location and post office address of the corporation's registered office
in Minnesota is 935 - 39th Avenue Northeast, Minneapolis, Minnesota.

                                   ARTICLE II

     The purpose and general nature of its business shall be the doing of one or
more of the following: manufacturing, servicing, jobbing, distributing, selling,
buying, holding, handling on consignment, or otherwise dealing in machines,
tools, machine parts and other equipment and the operation of a machine shop for
itself and for others; any or all of said items may be composed of metal, wood,
composition, plastic or of any other substance or substances whatsoever; the
handling, manufacturing and selling of such other articles and services and
things which may be conveniently dealt with in connection with the foregoing;
the acquiring, owning, holding, selling, leasing, renting, lending, mortgaging,
improving, conveying, encumbering, using or dealing in or with real estate
and/or personal property of any and all kinds, and the acquiring, owning,
holding, selling, or otherwise transferring shares of stock or other interests
in other corporations, all as may be reasonably necessary or incidental to



its said business; making contracts, issuing notes and other obligations,
incurring indebtedness, borrowing and/or lending money or property, all as
may be reasonably incidental to its said business; acting as agent and doing
such other acts and exercising such further rights and powers as may be
incidental to the carrying on of its said business, and exercising the
general powers given to it by the statutes of the State of Minnesota.

                                   ARTICLE III

     The duration of said corporation shall be perpetual.

                                   ARTICLE IV

     The amount of authorized capital stock of the corporation shall be $25,000
which shall be divided into 2,500 shares of the par value of $10 per share and
the relative rights, voting power and restrictions are as follows:

     Each holder of any share shall be entitled to one vote for each of such
shares owned and held by him. There shall be no cumulative voting.

     In dividend distributions and in liquidation distributions each share shall
share equally with the other shares of common stock then outstanding. In the
event of any dissolution, liquidation, or winding up (voluntary or involuntary)
of the corporation, if there shall be left any assets of the corporation for
distribution among shareholders, such assets shall be divided among and paid to
the holders of the then outstanding shares of common stock, each share sharing
equally with every other share then outstanding.

     The shares of stock shall be subscribed for, sold, paid for and issued at
such times, in such amounts, and at such prices (not less than par) and on such
terms and subject to such

                                       -2-


provisions as shall be determined by a majority vote of the shareholders. No
shareholder or shareholders shall have preemptive right or preferential right to
subscribe for any shares, but shares may, from time to time, be offered or sold
without first offering them to any existing shareholder or shareholders of the
corporation.

     If any shareholder of said common stock desires to sell, encumber, pledge
or otherwise dispose of any or all of his shares in the corporation, he shall
first offer said shares for sale to the corporation at par value or at the
appraised value (determined as hereinafter outlined) whichever amount is
greater; provided, however, that if the shareholder has a bona fide offer to
purchase, pledge or encumber said shares at less than said par value or said
appraised value, said shares shall be first offered to the corporation at said
lower price. Said corporation shall accept or reject said offer within 30 days
after receipt thereof. If it accepts said offer, the purchase price shall be due
six months from the date of its acceptance of said offer or, at its option,
earlier; provided, that if under the statutes of the State of Minnesota it is
not permitted at said time to purchase said stock, the amounts due to such
shareholder from the corporation shall be payable at a time otherwise agreed
upon by the corporation and such shareholder. The foregoing provisions of this
paragraph shall not apply to or preclude or hamper any transfer by any
shareholder of one or more of his shares to some member or members of his
family.

     The executor or administrator of the estate of a deceased holder of said
shares in this corporation, the grantee or assignee of said shares, either taken
on execution or otherwise, and a holder of said shares whose employment by the
company shall be terminated, shall, within 30 days of the appointment of such
executor or administrator or of such taking or of such termination of
employment, offer to transfer and deliver his or their said shares,
respectively, to the corporation at par value or

                                       -3-


appraised value (determined as hereinafter outlined) whichever amount is
greater. The corporation shall accept or reject said offer within 30 days
after receipt thereof and if it accepts said offer, the purchase price shall
be due 6 months from the date of its acceptance of said offer or, at its
option, earlier.

     In determining the appraised value as hereinbefore mentioned, the
corporation and the shareholder (or his executor, administrator, grantee or
assignee, as the case may be) shall agree, if possible, upon the then fair
market value of said stock and if no agreement is reached, each shall appoint an
appraiser who shall determine the fair market value of said stock, and if said
two appraisers can not agree, said appraisers shall thereupon appoint a third
appraiser who shall determine the fair market value of said stock and whose
determination shall be final. If said two appraisers can not agree upon a third
appraiser either one of the parties involved may apply to the senior judge of
District Court of Hennepin-County, Minnesota, for the appointment of said third
appraiser, who upon his appointment shall promptly determine the fair market
value of said stock and his determination shall be final.

                                    ARTICLE V

     The amount of stated capital with which the corporation will begin business
shall be One Thousand Dollars ($1,000.00).

                                   ARTICLE VI

     The names and post office addresses of the first directors of the
corporation are:

         1.  David B. McWethy                     4231 Oakdale Avenue
                                                  Minneapolis, Minnesota

         2.  Hallie E. Clark                      4026 Reservoir Boulevard
                                                  Minneapolis, Minnesota

         3.  Harold E. McWethy                    2174 Doswell Avenue
                                                  St. Paul, Minnesota

     The business of the corporation shall be managed by a board of not less
than 3 nor more than 5 directors who shall be elected by the holders of the
shares of the corporation's stock at the annual meeting of the shareholders or
at any special meeting of

                                       -4-


said shareholders held for such purpose. At least 3 of the directors of the
corporation shall be shareholders of the corporation. Such annual meeting of
such shareholders shall be held at the corporation's office at Minneapolis,
Minnesota (or at any place designated in or pursuant to authority in the
By-Laws, or by the written consent of all shareholders) on the third Tuesday
of January of each year at 2:00 p.m. (unless it is a legal holiday in which
event the meeting will be held on the first non-holiday thereafter.)

     Each director shall hold office for a term of one year or until the next
annual meeting and until his successor shall have been elected and shall have
qualified but changes in the Board of Directors may be made by the shareholders
at any meeting or meetings (general or special) or such shareholders.

     The Board of Directors shall elect as officers of the corporation a
President, one or more Vice Presidents, a Secretary and a Treasurer, such
other officers as may be provided for in the corporation's By-Laws. Any two
offices except those of President and Vice-President may be held and filled
by one, and the same person. Each officer shall be elected for such term or
terms as may be prescribed in the By-Laws, and shall hold office until his
successor shall have been elected and shall have qualified; provided, however
that changes in officers may be made by the shareholders at any meeting or
meetings (general or special) whether or not the term of such officer has
expired.

                                   ARTICLE VII

     The first officers of the corporation are:

             David B. McWethy                   President and Treasurer
             Hallie E. Clark                    Vice President and Secretary

                                      -5-


                                  ARTICLE VIII

     The names and post office addresses of the incorporators are:

             David B. McWethy                   4231 Oakdale Avenue
                                                Minneapolis, Minnesota

             Hallie E. Clark                    4026 Reservoir Boulevard
                                                Minneapolis, Minnesota

             Harold E. McWethy                  2174 Doswell Avenue
                                                St. Paul, Minnesota

     IN TESTIMONY WHEREOF, we have hereunto set our hands and seals,
December 20, 1954.

Signed, sealed and delivered                    David B. Mcwethy  (SEAL)
                                                -----------------
in presence of:                                 David B. McWethy

Donald Pratt                                    Hallie E. Clark  (SEAL)
- ------------                                    -----------------
                                                Hallie E. Clark

Kathryn Scharf                                  Harold E. McWethy (SEAL)
- --------------                                  -----------------
                                                Harold E. McWethy




STATE OF MINNESOTA        )
                          ) ss
COUNTY OF HENNEPIN        )


      On this 30 day of December, 1954, before me, a Notary Public within and
before said county and state, personally appeared David B. McWethy, Hallie E.
Clark and Harold E. McWethy, to me know to be the signers and sealers of the
foregoing Articles of Incorporation, and each acknowledged that he executed
the same as his free act and deed and for the uses and purposes therein
expressed, and that he is one of the incorporations therein named.




NOTORIAL SEAL                      /s/ Donald Pratt
                                  -----------------------------------------
                                  Notary Public, Hennepin County, Minn.


                                       -6-


                            ARTICLES OF INCORPORATION
                                       OF
                             PRODUCT DESIGNING, INC.

                [SEAL OF STATE OF MINNESOTA DEPARTMENT OF STATE]

                         DONALD F. PRATT
                         ATTORNEY
                         1218 ROANOKE BUILDING
                         MINNEAPOLIS, MINNESOTA

EX-3.105

                                                                   EXHIBIT 3.105

               ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION
                                       OR
                          CERTIFICATE OF INCORPORATION
                                       OF
                             PRODUCT DESIGNING, INC.

     There is hereby below set forth the following amendment to the Articles of
Incorporation or Certificate of Incorporation of Product Designing, Inc. which
was adopted by its shareholders owning and holding all of its outstanding
stock by unanimous consent of all of said shareholders and by unanimous vote
of all of the shares of stock of said corporation at a meeting of said
shareholders whereat all of its outstanding shares of stock were present and
represented on January 11, 1955.

     Said resolution amending said Articles or Certificate of Incorporation
reads as follows:

          RESOLVED, that Article I of the Certificate or Articles of
       Incorporation of Product Designing, Inc. be amended so as to read as
       follows:

                                   "ARTICLE I

               The name of the corporation formed by us shall be Product Design
            & Engineering, Inc.

               The location and post office address of the corporation's
            registered office in Minnesota is 935 - 39th Avenue Northeast,
            Minneapolis, Minnesota."

          RESOLVED FURTHER, that authority and direction are hereby given to
       any officer or officers of the corporation to take such steps as may be
       necessary or desirable properly to complete, according to law, the
       Amendment of the Articles of Incorporation or Certificate of
       Incorporation as above provided for.

January 12, 1955.

                                              /s/ David B. McWethy
                                              ----------------------------------
                                              David B. McWethy,
                                              As President of
                                              Product Design & Engineering, Inc.

                                              /s/ Hallie E. Clark
                                              ----------------------------------
                                              Hallie E. Clark,
                                              As Secretary of
     CORPORATE SEAL                           Product Design & Engineering, Inc.



STATE OF MINNESOTA   )
                     ) ss
COUNTY OF HENNEPIN   )

     On January 12, 1955, before me, a Notary Public, within and for said county
and state, personally appeared David B. McWethy, President, and Hallie E. Clark,
Secretary, of  Product Design & Engineering, Inc., each being to me personally
known to be the persons who executed the foregoing instrument; and David B.
McWethy acknowledged that he executed the same as President of said corporation
and Hallie E. Clark acknowledged that he executed the same as the Secretary
thereof, and each acknowledged that he executed the same as his free act and
deed personally and as such officer and as the free act and deed of said
corporation.

                                             /s/ Donald F. Pratt
                                             -----------------------------------
                                             Donald F. Pratt, Notary Public
                                             Hennepin County, Minnesota
     NOTARIAL SEAL                           My commission Expires Oct. 9, 1960.


STATE OF MINNESOTA   )
                     ) ss
COUNTY OF HENNEPIN   )

     David B McWethy and Hallie E. Clark, being each by me first duly sworn,
say, each for himself, that said David B. McWethy is, and at the time of signing
said document, was the President of Product Design & Engineering, Inc. and that
Hallie E. Clark is, and at the time of signing said document, was the Secretary
of Product Design & Engineering, Inc. and that the facts are as set forth in
said document.

                                                            /s/ David B. McWethy
                                                            --------------------
                                                             David B. McWethy

                                                            /s/ Hallie E. Clark
                                                            -------------------
                                                             Hallie E. Clark


Subscribed and sworn to before me
this 12th day of January, 1955

[SEAL]

/s/ Donald F. Pratt
- ------------------------------
Donald F. Pratt, Notary Public
Hennepin County, Minnesota
My commission Expires Oct. 9, 1960.

NOTARIAL SEAL



                            ARTICLES OF AMENDMENT OF
                            ARTICLES OF INCORPORATION
                                       OR
                          CERTIFICATE OF INCORPORATION
                                       OF

                             PRODUCT DESIGNING, INC.

[SEAL OF STATE OF MINNESOTA DEPARTMENT OF STATE]

          Mail to
     Donald F. Pratt
     1218 Roanoke Building
     Minneapolis, Minn.

               - Attorney

EX-3.106

                                                                   EXHIBIT 3.106

                CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION
                                       OF
                       PRODUCT DESIGN & ENGINEERING, INC.

     We, A. J. PORTER and JOSEPH J. DUDLEY, the President and Secretary,
respectively, of Product Design & Engineering, Inc., a Minnesota corporation; do
hereby certify that by a writing signed by all of the shareholders of said
corporation on November 24, 1960, the Restated Articles of Incorporation herein
set forth were duly authorized and adopted. Said Restated Articles of
Incorporation supersede and take the place of the existing Articles of
Incorporation and all amendments thereto of said corporation. Said Restated
Articles of Incorporation are as follows:

     1. The name of this corporation is Product Design & Engineering, Inc.

     2. The purposes of this corporation are as follows:

     To manufacture, produce, buy, sell, operate, lease, hold and deal in
machines, machine tools, parts and equipment;

     To operate a machine shop and to manufacture, produce, assemble, service
and deal in products, goods, wares and merchandise of all kinds and of every
nature whatsoever;

     To engage in the business of designing, engineering and developing
products, machines, devices, assemblies, processes and methods;

     To acquire, develop, purchase, hold, license, use, sell, lease and deal in
patents, licenses, processes and the like;

     To acquire, hold, pledge, hypothecate, sell or otherwise dispose of the
shares, bonds, securities and other evidences of indebtedness of any person or
of any domestic or foreign corporation;

     To purchase, lease or otherwise acquire, hold, sell, exchange, transfer,
repair, maintain, improve, mortgage, pledge or otherwise hypothecate, and in
any other manner deal in and deal with real property, mixed and personal
property wherever situated.

     3. The period of duration of this corporation shall be perpetual.

     4. The location and post office address of the registered office of this
corporation is 750 Florida Avenue South, Minneapolis, Minnesota.

     5. The total authorized number of shares of this corporation is Six Hundred
Thousand (600,000) shares of the par value of $.10 per share designated as
Common Shares. Voting by shareholders may be cumulative.



     6. The amount of stated capital of this corporation is Eighteen Thousand
Four Hundred and Seventy-five Dollars ($18,475.00).

     7. The names and post office addresses of the directors of this corporation
are as follows:

        NAME                            POST OFFICE ADDRESS

  Alvin Jerry Porter                    750 Florida Avenue South
                                        Minneapolis, Minnesota

  Donald W. Mathison                    750 Florida Avenue South
                                        Minneapolis, Minnesota

  Victor S. Gordon                      750 Florida Avenue South
                                        Minneapolis, Minnesota

  Joseph J. Dudley                      750 Florida Avenue South
                                        Minneapolis, Minnesota

  Walter Rasmussen                      750 Florida Avenue South
                                        Minneapolis, Minnesota

  Frank W. Hetman                       750 Florida Avenue South
                                        Minneapolis, Minnesota

  Jacob W. Aro                          750 Florida Avenue South
                                        Minneapolis, Minnesota

     8. The shareholders of this corporation shall have no preemptive right to
subscribe to any issue of shares of this corporation now or hereafter made.

     9. The Board of Directors of this corporation shall have authority (a) to
accept or reject subscriptions for shares made after incorporation, (b) to fix
the terms and conditions of rights to convert any of its securities into shares
of any class or classes, and (c) to authorize the issuance of such conversion
rights or options.

     10. The Board of Directors shall have authority to make and alter the
By-laws of this corporation subject to the power of the shareholders to change
or repeal such By-laws.

     11. The holders of a majority of the outstanding shares shall have power
to authorize the sale, pledge, exchange or other disposal of all or
substantially all of the property and assets of this corporation including
its good will, to amend the Articles of Incorporation of this corporation and
adopt or reject an agreement of consolidation or merger.

                                       -2-


     Upon the foregoing Restated Articles of Incorporation becoming effective,
each then outstanding share of the par value of $10 per share shall be
reclassified into and become One Hundred Twenty-five (125) Common Shares of the
par value of $.10 per share. Each holder of a certificate or certificates stated
to represent shares of the par value of $10 per share upon surrender of his
certificate or certificates therefor to the corporation shall be entitled to
receive a certificate or certificates representing the number of Common Shares
of this corporation of the par value of $.10 per share to which he is entitled
in accordance with the provisions of this paragraph, and until so surrendered
said certificate or certificates stated to represent such shares of the par
value of $10 per share shall be treated for all purposes as evidencing the
appropriate number of shares of the par value of $.10 per share.

     IN WITNESS WHEREOF, We have hereunto set our hands and the seal of Product
Design & Engineering, Inc. this 29th day of November, 1960.

                                                     /s/ A. J. Porter
                                                     ---------------------------
                                                     A. J. Porter, President

                                                     /s/ Joseph J. Dudley
                                                     ---------------------------
                                                     Joseph J. Dudley, Secretary
(Corporate Seal)

STATE OF MINNESOTA  )
                    (  ss
COUNTY OF HENNEPIN  )

     On this 29th day of November, 1960, before me, a Notary Public within and
for said County, personally appeared A. J. PORTER and JOSEPH J. DUDLEY, to me
personally known, who being each by me duly sworn, did say that they are,
respectively, the President and Secretary of Product Design & Engineering, Inc.,
the corporation named in the foregoing instrument, that the seal affixed to said
instrument is the seal of said corporation; that said instrument was signed and,
sealed in behalf of said corporation by authority of its shareholders; and said
A. J. PORTER and JOSEPH J. DUDLEY acknowledged said instrument to be their free
act and deed.

[SEAL]                                       /s/ Joseph E. Salland
[ILLEGIBLE]                                  -----------------------------------
                                                      JOSEPH E. SALLAND
                                             Notary Public, Ramsey County, Minn.
                                            My Commission Express April 29, 1961

EX-3.107

                                                                   EXHIBIT 3.107

                            CERTIFICATE OF AMENDMENT
                          OF ARTICLES OF INCORPORATION
                                       OF
                       PRODUCT DESIGN & ENGINEERING, INC.

          The undersigned, A. J. Porter and Stephen A. Montague, the President
and Secretary, respectively, of Product Design & Engineering, Inc., a Minnesota
corporation (the "Company"), do hereby certify that in accordance with the
Minnesota Statutes the following resolution was unanimously approved at a
Special Meeting of the Board of Directors held September 18, 1985 and adopted
and approved by a majority of the Shareholders at a Special Meeting of the
Shareholders held November 27, 1985, and that such resolution has not been
modified, amended or rescinded and is in full force and effect:

          RESOLVED, that Article 5 of the Company's Restated Articles of
     Incorporation be amended in its entirety to read as follows:

          "5. The total authorized number of shares of this corporation is Five
          Million (5,000,000) shares of the par value of $.10 per share
          designated as Common Shares. Voting by shareholders may be
          cumulative."

Dated: December 10, 1985

                                                  /s/ A. J. Porter
                                                  ------------------------------
                                                  A. J. Porter, President

                                                  /s/ Stephen A. Montague
                                                  ------------------------------
                                                  Stephen A. Montague, Secretary

STATE OF MINNESOTA)
COUNTY OF HENNEPIN)

          The foregoing instrument was acknowledged before me this 11th day of
December, 1985, by A. J. Porter and Stephen A. Montague, the President and
Secretary, respectively, of Product Design & Engineering, Inc., a Minnesota
corporation.

                                                   /s/ Wallace N. Pary
                                                  ------------------------------

(Notarial Seal)

[SEAL]



[SEAL OF STATE OF MINNESOTA DEPARTMENT OF STATE]

EX-3.108

                                                                   EXHIBIT 3.108

                               STATE OF MINNESOTA

                               SECRETARY OF STATE

                              Certificate of Merger

[SEAL]

          I, Joan Anderson Growe, Secretary of State of Minnesota, do certify
that: An Agreement and Plan of Merger between the following corporations has
been approved pursuant to the procedures required by the chapter indicated. The
Agreement and Plan of Merger was filed in this office on this date. Each of the
merging corporations have been merged into the surviving corporation listed
below on the effective date listed below.

          Merger Filed Pursuant to Minnesota Statutes, Chapter: 302A

          State of Incorporation and Names of Merging Corporations:

               MN: Product Design & Engineering, Inc.
               MN: PDE Acquisition Corp.

          State of Incorporation and Name of Surviving Corporation:
               MN: Product Design & Engineering, Inc.

          Effective Date of Merger: 12/26/86

          Name of Surviving Corporation After Effective Date of Merger:
               Product Design & Engineering, Inc.

          The surviving corporation, if a non-Minnesota corporation qualified to
          do business in Minnesota.

          This certificate has been issued on: 12/26/86

                                                         /s/ Joan Anderson Growe
                                                         -----------------------
                                                             Secretary of State.



                          AGREEMENT AND PLAN OF MERGER

          AGREEMENT AND PLAN OF MERGER dated as of December 26, 1986 between
PRODUCT DESIGN & ENGINEERING, INC. (the "Company"), a Minnesota corporation, and
PDE ACQUISITION CORP. ("PDE"), a Minnesota corporation.

          WHEREAS, the Company was incorporated in Minnesota in 1955, and its
authorized capital stock consists of 5,000,000 shares of common Stock, par value
$.10 per share ("Company Common Stock"), of which (as of the close of business
on December 24, 1986) 853,628 shares were issued and outstanding and no shares
were held by the Company as treasury stock;

          WHEREAS, PDE was incorporated in Minnesota in 1986, and its authorized
capital stock consists of 1,000 shares of Common Stock, par value of $.10 per
share ("PDE Common Stock"), all of which are issued and outstanding and are
owned by Specialty Packaging Products, Inc. ("Specialty"), a Virginia
corporation;

          WHEREAS, the Company, certain principal shareholders of the Company,
PDE and Specialty have entered into an Agreement and Plan of Reorganization
dated as of November 26, 1986 ("Reorganization Agreement") providing for certain
representations, warranties and agreements in connection with the transactions
contemplated therein and herein; and

          WHEREAS, the boards of directors of the Company, PDE and Specialty
have determined that it is in the best interests of each of the Company and PDE
and their respective shareholders that, upon the terms and conditions contained
herein, the Company and PDE be merged, and each share of the Company Common
Stock outstanding at the time of the merger be converted into a right to receive
$12.00 in cash;

          NOW, THEREFORE, in consideration of the mutual agreements and
covenants contained herein, the parties hereto agree that the Company and PDE
shall be merged and that the terms and conditions of such merger and the mode of
carrying the same into effect shall be as follows:

1.  MERGER AND SURVIVING CORPORATION.

          A. Pursuant to the applicable laws of the State of Minnesota, PDE
shall merge with and into the Company, and the Company shall be the surviving
corporation after the merger and shall continue to exist as a corporation
created and governed by the laws of the State of Minnesota.



          B. Except as amended by this Agreement, the Articles of Incorporation
of the Company in effect immediately prior to the merger becoming effective
shall be the Articles of Incorporation of the surviving corporation.

          C. The By-Laws of the Company in effect immediately prior to the
merger becoming effective shall be the By-Laws of the surviving corporation
until altered, amended or repealed in accordance with the Articles of
Incorporation of the surviving corporation and applicable law.

2.  EFFECTIVENESS OF MERGER.

          A. If this Agreement has been adopted and approved by the shareholders
of the Company and PDE and, if all of the conditions precedent to the
obligations of each of such corporations as set forth in the Reorganization
Agreement shall be satisfied or have been waived, articles of merger executed by
duly authorized officers of each of the Company and PDE, complying in all
respects with the Minnesota Business Corporation Act ("Minnesota Law"), shall be
filed with the Secretary of State of Minnesota.

          B. The merger contemplated herein shall become effective upon the
filing of duly executed articles of merger with the Secretary of State of the
State of Minnesota. The time when the merger shall become effective is referred
to in this Agreement as the "Time of Merger".

3.  SHARES OF CONSTITUENT AND SURVIVING CORPORATIONS.  The manner and basis of
converting the Company Common Stock into cash and the PDE Common Stock into
Company Common Stock shall be as follows:

          A. Section 5 of the Articles of Incorporation of the Company shall be
amended to read as follows:

               "The total number of shares of capital stock which the
          Corporation shall have authority to issue is 1,000 shares of common
          stock, with par value of $.10 per share."

          B. Each share of PDE Common Stock outstanding at the Time of Merger
shall be converted into one fully paid and nonassessable share of the Company
Common Stock.

          C. Each share of the Company Common Stock outstanding at the Time of
Merger shall, by virtue of the merger and without any action on the part of the
holder thereof, be

                                       -2-


converted into the right to receive, upon surrender of the certificate
representing such share, $12.00 in cash payable to the holder thereof, without
interest thereon. Each share of the Company Common Stock, if any, held by the
Company as treasury stock or held by Specialty or PDE at the Time of Merger
shall be cancelled.

          D. Anything herein to the contrary notwithstanding, any holder of
shares of the Company Common Stock who shall exercise the rights of a dissenting
shareholder pursuant to the provisions of Sections 302A.471 and 302A.473 of the
Minnesota Law shall be entitled to receive only the payment therein provided for
and shall not be entitled to receive the consideration described in Section 3.C.
Such payment shall be made directly by the Company, as the surviving
corporation, and not out of the Exchange Fund (as hereinafter defined).

4.  EXCHANGE ARRANGEMENTS.

          A. At or prior to the Time of Merger, PDE shall deposit in cash with
Mellon Securities Transfer Services (the "Exchange Agent"), in trust, an amount
equal in the aggregate to the product of (i) the number of shares of the Company
Common Stock issued and outstanding at the Time of Merger less shares held by
Specialty and PDE, and (ii) $12.00 (such product being hereinafter referred to
as the "Exchange Fund"). Out of the Exchange Fund, the Exchange Agent shall,
pursuant to irrevocable instructions, make the payments provided for in Section
3.C. above and this Section 4. The Exchange Fund shall not be used for any other
purpose, except as provided in the Exchange Agreement entered into among the
Exchange Agent, the Company and PDE.

          B. Promptly after the Time of Merger, the Exchange Agent shall mail to
each record holder, as of the Time of Merger, of an outstanding certificate or
certificates, which prior thereto represented shares of the Company Common
Stock, a form letter of transmittal (which shall specify that delivery shall be
effected, and risk of loss and title to such certificate or certificates shall
pass, only upon proper delivery of such certificate or certificates to the
Exchange Agent) and instructions for use in effecting the surrender of such
certificate or certificates for payment. Upon surrender to the Exchange Agent of
such certificate or certificates, together with such letter of transmittal, duly
executed, the Exchange Agent shall promptly pay out of the Exchange Fund to the
person entitled thereto the amount to which such person is entitled, as provided
in Section 3.C. No interest will be paid or accrued on the cash payable upon the
surrender of the certificate or certificates. If payment is to be made to a

                                       -3-


person other than the one in whose name the certificate surrendered is
registered, it shall be a condition of payment that the certificate so
surrendered shall be properly endorsed or otherwise in proper form for transfer
and that the person requesting such payment shall pay any transfer or other
taxes required by reason of the payment to a person other than the registered
holder of the certificate surrendered or establish to the satisfaction of the
Company, as the surviving corporation, that such tax has been paid or is not
applicable. Until surrendered in accordance with the provisions of this Section
4, the certificate or certificates which immediately prior to the Time of Merger
represented issued and outstanding shares of the Company Common Stock (except
for certificates representing shares with respect to which appraisal rights have
been perfected to the extent then required pursuant to Section 302A.473 of the
Minnesota Law) shall represent for all purposes the right to receive $12.00 in
cash multiplied by the number of shares evidenced by such certificate or
certificates. After the Time of Merger, there shall be no further registration
of transfers on the records of the Company of shares of the Company Common
Stock.

               (1) If after the Time of Merger the Company, as the surviving
          corporation, settles an appraisal proceeding brought pursuant to
          Section 302A.473 of the Minnesota Law and thereby becomes the holder
          of shares of the Company Common Stock, or if pursuant to a decree of a
          court of competent jurisdiction in such a proceeding the Company, as
          the surviving corporation, receives shares of the Company Common Stock
          upon payment of the appraised value thereof, then in either such
          event, the Company may surrender the certificate or certificates
          representing such shares to the Exchange Agent for payment of the
          amount provided for in Section 3.C.

               (2) Any portion of the Exchange Fund deposited with the Exchange
          Agent which remains unclaimed by the shareholders of the Company for
          ninety (90) days after the date of the Time of Merger shall be repaid
          to the Company, as the surviving corporation, upon demand, and any
          shareholder of the Company who has not theretofore complied with this
          Section 4 shall thereafter look only to the Company for payment of his
          claim for $12.00 for each of his Company Common Shares.

5.  EFFECT OF MERGER.  At the Time of Merger:

               A. The separate existence of PDE shall cease.

               B. The Company shall have all the rights, privileges, immunities
and powers and shall be subject to all of the duties

                                       -4-


and liabilities of a corporation organized under the Minnesota Law and shall
possess all the rights, privileges, immunities, powers and franchises as well as
of a public or a private nature of each of the Company and PDE; and all the
property, real, personal and mixed, and franchises of each of the Company and
PDE, and all debts due on whatever account to any of them, including
subscriptions to shares and all other chooses in action belonging to any of
them, shall be taken and deemed to be transferred to and vested in the Company
without further act or deed; and title to any real estate or any interest
therein, under the laws of the State of Minnesota vested in the Company or PDE
shall not revert or be in any way impaired by reason of the merger. The Company
shall, after the Time of Merger, be responsible and liable for all the
liabilities and obligations of each of the Company and PDE as if the Company had
itself incurred the same or contracted therefor, but the liabilities of such
corporations, or of their shareholders, directors, or officers, shall not be
affected, nor shall the rights of the creditors thereof or of any persons
dealing with such corporations or any liens upon the property of such
corporations, be impaired by the merger, but such liens shall be limited to the
property upon which they were liens immediately prior to the Time of Merger. Any
claim existing or action or proceeding pending by or against the Company or PDE
may be prosecuted to judgment as if such merger had not taken place, or the
Company may be proceeded against or substituted in place of PDE.

6.  FURTHER ASSURANCES.

          From time to time as and when requested by the Company or by its
successors or assigns, PDE and its proper officers and directors shall execute
and deliver, or cause to be executed and delivered, all deeds and other
instruments and shall take or cause to be taken all such other and further
actions as the Company, as the surviving corporation, may deem necessary or
appropriate in order more fully to vest in and confirm to the Company title to
and possession of all the property, rights, privileges, powers and franchises
referred to in Section 5.B. and otherwise to carry out the intent and purposes
of this Agreement.

7.  AMENDMENT.

          The Company and PDE may, by agreement in writing authorized by their
respective Boards of Directors, amend this Agreement at any time before or after
adoption hereof by the shareholders of either or both, but after any such
adoption, no amendment shall be made which substantially changes the terms
hereof without the further approval of such shareholders.

                                       -5-


8.  TERMINATION.

          A. The Company may terminate this Agreement by notice to PDE at any
time prior to the Time of Merger, whether before or after adoption by the
shareholders of the Company and PDE, if a condition to the performance of the
Company hereunder shall not be fulfilled at or before the time specified for the
fulfillment thereof.

          B. PDE may terminate this Agreement by notice to the Company at any
time prior to the Time of Merger, whether before or after adoption by the
shareholders of the Company and PDE, if a condition to the performance of PDE
hereunder shall not be fulfilled at or before the time specified for the
fulfillment thereof.

          C. This Agreement shall be terminated without any further action by
the parties hereunder if the Reorganization Agreement is terminated pursuant to
and in accordance with Section 12.01 of the Reorganization Agreement.

          D. This Agreement may be terminated at any time prior to the Time of
Merger, whether before or after adoption by the shareholders of the Company and
PDE, without liability on the part of either of such corporations or their
respective directors, officers or shareholders, by mutual consent in writing of
the Company and PDE authorized by their respective Boards of Directors.

9.  NOTICES.

          All notices and other communications hereunder shall be in writing and
shall be deemed given if delivered personally or mailed by registered or
certified mail (return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice:

          A. If to the Company, 750 Florida Avenue South, Minneapolis, Minnesota
55426, Attention: A. J. Porter, with a copy to Dorsey & Whitney, 2200 First
Place Place East, Minneapolis, Minnesota 55402, Attention: George P. Flannery;
and

          B. If to PDE, c/o Specialty Packaging Products, Inc., 804 Moorefield
Park Drive, Richmond, Virginia 23235, Attention: Phillips E. Patton, with a copy
to Winston & Strawn, Suite 5000, One First National Plaza, Chicago, Illinois
60603, Attention: Joseph A. Walsh, Jr.

                                       -6-


          IN WITNESS WHEREOF, the parties have duly executed this Agreement and
Plan of Merger as of the date first written above.

                                               PRODUCT DESIGN & ENGINEERING INC.

                                               By: /s/ A.J. Porter
                                                  ------------------------------
                                               Title:  President
ATTEST:

/s/ Stephen A. Montague
- --------------------------
     Secretary

                                             PDE ACQUISITION CORP

                                             By: /s/ Phillips E. Patton
                                                --------------------------------
                                             Title:  President
ATTEST:

/s/ Kenneth A. Pigott
- --------------------------
     Secretary

                                       -7-


STATE OF MINNESOTA  )
                    )  SS.
COUNTY OF HENNEPIN  )

          BE IT REMEMBERED that on this 23rd day of December, 1986, personally
came before me, a Notary Public in and for the County and State aforesaid, A.J.
Porter of Product Design & Engineering, Inc., a corporation of the State of
Minnesota, and he duly executed said Agreement and Plan of Merger before me and
acknowledged the said Agreement and Plan of Merger to be his act and deed and
the act and deed of said Corporation and that the facts stated therein are true.

          IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.

                                                         /s/ Cherry J. Markovich
                                                        ------------------------
                                                           Notary Public

[SEAL]

My Commission expires:

October 29, 1990

[SEAL]


                                       -8-


STATE OF MINNESOTA  )
                    )  SS.
COUNTY OF HENNEPIN  )

          BE IT REMEMBERED that on this 23rd day of December, 1986, personally
came before me, a Notary Public in and for the County and State aforesaid,
Phillips E. Patton of PDE Acquisition Corp., a Minnesota corporation, and he
duly executed said Agreement and Plan of Merger before me and acknowledged the
said Agreement and Plan of Merger to be his act and deed and the act and deed of
said Corporation and that the facts stated therein are true.

          IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.

                                                         /s/ Cherry J. Markovich
                                                         -----------------------
                                                              Notary Public

[SEAL]

My Commission expires:

October 29, 1990

[SEAL]


                                                            [STAMP]

                                       -9-

EX-3.109

                                                                   EXHIBIT 3.109

                                                                         [STAMP]

                            ARTICLES OF INCORPORATION

                                       OF

                                  SEAGATE, INC.

FIRST:    The name of this corporation is SeaGate, Inc.

SECOND:   The place in this state where the principal office of this corporation
          is to be located is the City of Toledo, County of Lucas.

THIRD:    The purposes for which this corporation is formed are to engage in any
          lawful act or activity for which corporations, may be formed under
          Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code;
          provided however, that nothing herein contained shall be deemed to
          authorize this corporation to engage in the practice of any profession
          contrary to law.

FOURTH:   The maximum number of shares which this corporation is authorized to
          have outstanding is five hundred (500) shares of common stock, all of
          which shall be without par value.

FIFTH:    The amount of capital with which this corporation will begin business
          is Five Hundred Dollars ($500.00).

SIXTH:    No holders of shares of this corporation shall have any pre-emptive
          right to subscribe for or to purchase any shares of this corporation
          of any class whether such shares or such class be now or hereafter
          authorized.

SEVENTH:  In all cases where the laws of the State of Ohio require the vote of
          more than a majority of the voting power of this corporation, or of
          any class of shares, to take any action, the affirmative vote of the
          holders of shares entitling them to exercise a majority of the voting
          power of this corporation, or a majority of the voting power of such
          class, shall be sufficient for the taking of such action.



EIGHTH:   A director or officer of this corporation shall not be disqualified by
          his office from dealing or contracting with the corporation as a
          vendor, purchaser, employee, agent, or otherwise. No transaction or
          contract or act of this corporation shall be void or voidable or in
          any way affected or invalidated by reason of the fact that any
          director or officer of this corporation or any firm of which any such
          director or officer is a member, or any corporation of which any such
          director or officer is a shareholder, director, or officer, or any
          trust of which any such director or officer is a trustee or
          beneficiary, is in any way interested in such transaction or contract
          or act. No director or officer of this corporation shall be
          accountable or responsible to this corporation for or in respect to
          any transaction or contract or act of this corporation or for any
          gains or profits directly or indirectly realized by him by reason of
          fact that he or any firm of which he is a member or any corporation of
          which he is a shareholder, director or officer or any trust of which
          he is a trustee or beneficiary, is interested in such transaction or
          contract or act; provided the fact that such director or officer is so
          interested shall have been disclosed or shall have been known to the
          Board of Directors or such members thereof as shall be present at any
          meeting of the Board of Directors at which action upon such contract
          or transaction or act shall have been taken. Any director may be
          counted in determining the existence of a quorum at any meeting of the
          Board of Directors which shall authorize or take action in respect to
          any such contract or transaction or act, and may vote thereat to
          authorize, ratify, or approve any such contract or transaction or act,
          and any officer of this corporation may take any action within the
          scope of his authority, respecting such contract or transaction or
          act, with like force and effect as if he or any firm of which he is a
          member, or any corporation of which he is a shareholder,



          director, or officer, or any trust of which he is a trustee or
          beneficiary, were not interested in such transaction or contract or
          act. Without limiting or qualifying the foregoing, if in any judicial
          or other inquiry, suit, cause, or proceeding, the question of whether
          a director or officer of this corporation has acted in good faith is
          material, and notwithstanding any statute or rule of law or of equity
          to the contrary (if any there be), his good faith shall be presumed,
          in the absence of proof to the contrary by clear and convincing
          evidence.

Dated:   October 23, 1979

                                                        /s/ Craig J. Van Horsten
                                                        -----------------------
                                                        Craig J. Van Horsten

                                                                   Incorporator



                              APPOINTMENT OF AGENT

          KNOW ALL MEN BY THESE PRESENTS THAT Alan C. Boyd, 405 Madison Avenue,
Toledo, Lucas County, Ohio 43604, a natural resident of said county, being the
county in which the principal office of SeaGate, Inc. is located, is hereby
appointed as the person on whom process, tax notices, and demands against
SeaGate, Inc. may be served.

                                                        /s/ Craig J. Van Horsten
                                                        -----------------------
                                                        Craig J. Van Horsten

                                                                    Incorporator

          I hereby accept the appointment as the representative of SeaGate, Inc.
upon whom process, tax notices, or demands may be served.

                                                        /s/ Alan C. Boyd
                                                        ------------------------
                                                        Alan C. Boyd

STATE OF OHIO  )
               )        SS:
COUNTY OF LUCAS)

          Personally appeared before me the undersigned, a Notary Public in and
for said county, this 23rd day of October, 1979, the above-named Alan C. Boyd,
who acknowledged the signature of the foregoing to be his free act and deed for
the use and purpose therein mentioned.

          WITNESS my hand and official seal on the day and year aforesaid.

                                                        /s/ [ILLEGIBLE]
                                                        ------------------------
                                                                   Notary Public

EX-3.110

                                                                   EXHIBIT 3.110

                                                                         [STAMP]

                                   CERTIFICATE

                            Amendment of Articles of
                         Incorporation of SeaGate, Inc.

     The undersigned, being the Chairman of the Board of SeaGate, Inc., the
President of SeaGate, Inc. and the Assistant Secretary of SeaGate, Inc., as
indicated below, hereby certify that Article Third of the Articles of
Incorporation of SeaGate, Inc., has been amended by written action of its sole
shareholder, dated September 1, 1982, to read in its entirety as follows:

"THIRD:   The purpose for which this Corporation is formed is to provide
          advisory services to management as to the production, manufacture,
          marketing, sales, development, and/or research, of and/or for
          containers made of glass, metal, plastic or paper, and glass, plastic,
          paper or wood products; and all matters related to the conduct of such
          business."

     A true and correct copy of the written action of the sole shareholder dated
September 1, 1982 is attached as Exhibit A to this certificate.

Dated: September 1, 1982                         /s/ R. L. Berry
                                                 -------------------------------
                                                 R. L. Berry
                                                 Chairman of the Board and
                                                 President

                                                 /s/ M. L. Schwartz
                                                 -------------------------------
                                                 M. L. Schwartz
                                                 Assistant Secretary - Assistant
                                                 Treasurer



                                                                       EXHIBIT A

                                  SEAGATE, INC.

                          WRITTEN ACTION OF SHAREHOLDER

     By this instrument in writing, the sole shareholder of SeaGate, Inc.,
hereby takes the following action:

          RESOLVED, that Article Third of the Articles of Incorporation of
     SeaGate, Inc. be, and the same hereby is, amended to read in its entirety
     as follows:

          "THIRD:   The purpose for which this Corporation is formed is to
                    provide advisory services to management as to the
                    production, manufacture, marketing, sales, development,
                    and/or research, of and/or for containers made of glass,
                    metal, plastic or paper and glass, paper or wood products;
                    and all matters related to the conduct of such business."

     Dated:  September 1, 1982                          OWENS-ILLINOIS, INC.

                                                        By /s/ Mark L. Schwartz
                                                           --------------------
                                                           Mark L. Schwartz
                                                           Assistant Secretary

EX-3.111

                                                                   EXHIBIT 3.111

Return To:
CT CORPORATION SYSTEM
ATTN L CAUDILL
17 S HIGH ST
COLUMBUS, OH 43215-0000

- ----------------------------cut along the dotted line---------------------------
                                   [GRAPHIC]

                                THE STATE OF OHIO

                                   CERTIFICATE

                    SECRETARY OF STATE - J.KENNETH BLACKWELL

                                     1123415

IT IS HEREBY CERTIFIED THAT THE SECRETARY OF STATE OF OHIO HAS CUSTODY OF THE
BUSINESS RECORDS FOR SEAGATE II, INC. AND THAT SAID BUSINESS RECORDS SHOW THE
FILING AND RECORDING OF:

    DOCUMENT(s)                                     DOCUMENT NO(s):
    -----------                                     ---------------
    DOMESTIC ARTICLES/FOR PROFIT                    199935603478


        United States of America                     Witness my hand and the
            State of Ohio                        seal of the Secretary of State
     Office of the Secretary of State          at Columbus, Ohio, This 15th day
                                                    of December, A.D. 1999

[SEAL]                                                  /s/ J. Kenneth Blackwell
                                                        ------------------------
                                                          J. Kenneth Blackwell
                                                          Secretary of State



                                                              EXPEDITE THIS FORM

                                                                    /X/ YES

                            ARTICLES OF INCORPORATION

                                       OF

                                SEAGATE II, INC.

                  (Under Chapter 1701 of the Ohio Revised Code)
                               Profit Corporation

     WITNESSETH that the undersigned, desiring to form a corporation for profit
under and in accordance with Chapter 1701 of the OHIO REVISED CODE, does hereby
certify:

                                      FIRST

     The name of this corporation is SEAGATE II, INC. (hereunder called the
"Corporation").

                                     SECOND

     The place in this state where the principal office of this Corporation is
to be located is the City of Toledo, Lucas County, Ohio.

                                      THIRD

     The purposes for which this Corporation is formed are:

          1. To engage in any lawful act or activity for which corporations may
          be formed under Sections 1701.01 to 1701.98, inclusive, of the OHIO
          REVISED CODE.

          2. To do any and all acts and things necessary, convenient, or
          expedient to the accomplishment of the foregoing, both within and
          without the State of Ohio, and in any capacity.

          3. To have and to exercise any and all powers and privileges now or
          hereafter conferred by the laws of the State of Ohio, and all
          extensions thereof by amendments thereto hereafter made.

                                                                  RECEIVED

                                                                 DEC 15 1999

                                                            J. KENNETH BLACKWELL
                                                             SECRETARY OF STATE



     Nothing herein contained shall be deemed to authorize the Corporation to
engage in the practice of any profession contrary to law. Each purpose specified
in any clause or paragraph of this Article is an independent purpose and shall
not be limited by reference to or inference from the terms of any other clause
or paragraph of these Articles of Incorporation. The Corporation reserves the
right substantially to change its purposes. If a change of purposes is
authorized by the vote now or hereafter required by statute, dissenting
shareholders shall not have appraisal or payment rights.

                                     FOURTH

     The maximum number of shares which this Corporation is authorized to have
issued and outstanding is Eight Hundred Fifty (850) shares, all of which shall
be common shares without par value.

                                      FIFTH

     The amount of capital with which this Corporation will begin business is
One Thousand Dollars ($1,000.).

                                      SIXTH

     Shares of this Corporation may be issued and reissued from time to time for
such amounts of consideration for each share as may be fixed by the Board of
Directors, to the extent permitted by law. The Corporation, through its Board of
Directors, shall have the right and power to repurchase any of its outstanding
shares at such price and upon such terms as may be agreed upon between the
Corporation and the selling shareholder or shareholders.

                                     SEVENTH

     No holder of shares of the Corporation shall have any preemptive right to
subscribe for or to purchase any shares of the Corporation of any class whether
such shares or such class be now or hereafter authorized.

                                     EIGHTH

     Notwithstanding any provision of the OHIO REVISED CODE, now or hereafter in
force, requiring for any purpose the vote or consent of the holders of shares
entitling them to exercise two-thirds of the voting power of the Corporation or
of any class or classes of shares thereof, such action, unless otherwise
expressly required by statute, may be taken by the vote or consent of the
holders of shares entitling them to exercise a majority of the voting power of
the Corporation or of such class of shares thereof.



                                      NINTH

     In the event of irreconcilable differences among the directors of the
Corporation, of such a nature that the continued operation of the Corporation
has been substantially impeded or made impossible, the directors or shareholders
of the Corporation, in such number and manner as now or hereafter required by
statute, may petition the court of common pleas for the appointment of a
provisional director. The provisional director shall have the same rights and
duties as other directors and shall serve in accordance with Sections 1701.01 to
1701.98, inclusive, of the Ohio Revised Code.

                                      TENTH

     In the absence of fraud, no agreement or transactions between this
Corporation and any other corporation or association shall be affected by the
fact that any director or officer of this Corporation is interested in or is
a director or officer of such other corporation or association; any director
or officer of this Corporation may be a party to or interested in any
agreement or transaction of this Corporation; and no persons, association or
other corporation shall be affected by the fact that any director or officer
of this Corporation is a party to or interested in such agreement or
transaction or in any way connected with such person, persons, association or
corporation; provided, however, that such agreement or transaction shall be
authorized or ratified by the vote of a majority of the directors of this
Corporation. No person who may become a director or officer of this
Corporation shall be subjected to any liability which might otherwise exist
as a result of thus agreeing or entering into a transaction with this
Corporation for the benefit of himself or any person, association or
corporation in which he may be interested.

                                    ELEVENTH

     The Corporation shall indemnify a director or officer, or a former director
or officer, or any person who may have served at its request as a director or
officer of another corporation in which it owns shares or of which it is a
creditor, against expenses actually and necessarily incurred by him or her in
connection with the defense of any action, suit or proceeding in which he or she
is made a party by reason of being or having been such director or officer,
except in relation to matters as to which he or she shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty. Such indemnification shall not be deemed exclusive of any
other rights to which he or she may be entitled under the OHIO REVISED CODE, the
Code of Regulations, any agreement, vote of shareholders or otherwise.

     IN WITNESS WHEREOF, I have hereunto subscribed my name this 14th day of
December, 1999.

                                                  /s/ Thomas M. George
                                                  ------------------------------
                                                  Thomas M. George, Incorporator



                          ORIGINAL APPOINTMENT OF AGENT

     The undersigned, being the sole incorporator of SEAGATE II, INC. (the
"Corporation"), hereby appoints CT CORPORATION SYSTEM, to be the statutory agent
upon whom any process, notice of demand required or permitted by statute to be
served upon the Corporation may be served. The complete address of the agent is:

                                      1300 East Ninth Street,
                                      Suite 1010
                                      Cleveland, OH 44114

Dated: December 14, 1999                          /s/ Thomas M. George
                                                  ------------------------------
                                                  Thomas M. George, Incorporator

                                                                 Cleveland, Ohio
                                                             December 15th, 1999

     The undersigned, Charlotte Renee Cruz, Asst. Secretary, authorized
representative of CT CORPORATION SYSTEM, named herein as the statutory agent for
SEAGATE II, INC., hereby acknowledges and accepts the appointment of statutory
agent for said Corporation.

                                      CT CORPORATION SYSTEM

                                      By: /s/ Charlotte Renee Cruz.
                                         --------------------------------------
                                         Charlotte Renee Cruz. Asst. Secretary

EX-3.112

                                                                   EXHIBIT 3.112

Return To:
CT CORPORATION SYSTEM
ATTN L CAUDILL
17 S HIGH ST
COLUMBUS, OH 43215-0000

- ----------------------------cut along the dotted line---------------------------
                                   [GRAPHIC]

                                THE STATE OF OHIO
                                   CERTIFICATE

                    SECRETARY OF STATE - J. KENNETH BLACKWELL

                                     1123416

IT IS HEREBY CERTIFIED THAT THE SECRETARY OF STATE OF OHIO HAS CUSTODY OF THE
BUSINESS RECORDS FOR SEAGATE III, INC. AND THAT SAID BUSINESS RECORDS SHOW THE
FILING AND RECORDING OF:

        DOCUMENT(s)                                          DOCUMENT NO(s):
        ----------                                           ---------------
        DOMESTIC ARTICLES/FOR PROFIT                         199935603479


  United States of America         Witness my hand and the seal of the Secretary
       State of Ohio                of State at Columbus, Ohio, This 15th day of
Office of the Secretary of State                December, A.D. 1999


[SEAL]                                           /s/ J. Kenneth Blackwell
                                                 -------------------------------
                                                     J. Kenneth Blackwell
                                                     Secretary of State



                                                              Expedite this form

                                                                   /X/ Yes

                            ARTICLES OF INCORPORATION
                                       OF
                                SEAGATE III, INC.

                  (Under Chapter 1701 of the Ohio Revised Code)
                               Profit Corporation

     WITNESSETH that the undersigned, desiring to form a corporation for profit
under and in accordance with Chapter 1701 of the OHIO REVISED CODE, does hereby
certify:

                                      FIRST

     The name of this corporation is SEAGATE III, INC. (hereinafter called the
"Corporation").

                                     SECOND

     The place in this state where the principal office of this Corporation is
to be located is the City of Toledo, Lucas County, Ohio.

                                      THIRD

     The purposes for which this Corporation is formed are:

          1. To engage in any lawful act or activity for which corporations may
          be formed under Sections 1701.01 to 1701.98, inclusive, of the OHIO
          REVISED CODE.

          2. To do any and all acts and things necessary, convenient, or
          expedient to the accomplishment of the foregoing both within and
          without the State of Ohio, and in any capacity.

          3. To have and to exercise any and all powers and privileges now or
          hereafter conferred by the laws of the State of Ohio, and all
          extensions thereof by amendments thereto hereafter made.



     Nothing herein contained shall be deemed to authorize the Corporation to
engage in the practice of any profession contrary to law. Each purpose specified
in any clause or paragraph of this Article is an independent purpose and shall
not be limited by reference to or inference from the terms of any other clause
or paragraph of these Articles of Incorporation. The Corporation reserves the
right substantially to change its purposes. If a change of purposes is
authorized by the vote now or hereafter required by statute, disserting
shareholders shall not have appraisal or payment rights.

                                     FOURTH

     The maximum number of shares which this Corporation is authorized to have
issued and outstanding is Eight Hundred Fifty (850) shares, all of which shall
be common shares without par value.

                                      FIFTH

     The amount of capital with which this Corporation will begin business is
One Thousand Dollars ($1,000.).

                                      SIXTH

     Shares of this Corporation may be issued and reissued from time to time for
such amounts of consideration for each share as may be fixed by the Board of
Directors, to the extent permitted by law. The Corporation, through its Board of
Directors, shall have the right and power to repurchase any of its outstanding
shares at such price and upon such terms as may be agreed upon between the
Corporation and the selling shareholder or shareholders.

                                     SEVENTH

     No holder of shares of the Corporation shall have any preemptive right to
subscribe for or to purchase any shares of the Corporation of any class whether
such shares or such class be now or hereafter authorized.

                                     EIGHTH

     Notwithstanding any provision of the OHIO REVISED CODE, now or hereafter in
force, requiring for any purpose the vote or consent of the holders of shares
entitling them to exercise two-thirds of the voting power of the Corporation or
of any class or classes of shares thereof, such action, unless otherwise
expressly required by statute, may be taken by the vote or consent of the
holders of shares entitling them to exercise a majority of the voting power of
the Corporation or of such class of shares thereof.



                                      NINTH

     In the event of irreconcilable differences among the directors of the
Corporation, of such a nature that the continued operation of the Corporation
has been substantially impeded or made impossible, the directors or shareholders
of the Corporation, in such number and manner as now or hereafter required by
statute, may petition the court of common pleas for the appointment of a
provisional director. The provisional director shall have the same rights and
duties as other director and shall serve in accordance with Sections 1701.01 to
1701.98, inclusive, of the Ohio Revised Code.

                                      TENTH

     In the absence of fraud, no agreement or transactions between this
Corporation and any other corporation or association shall be affected by the
fact that any director or officer of this Corporation is interested in or is a
director or officer of such other corporation or association; any director or
officer of this Corporation may be a party to or interested in any agreement or
transaction of this Corporation; and no persons, association or other
corporation shall be affected by the fact that any director or officer of this
Corporation is a party to or interested in such agreement or transaction or in
any way connected with such person, persons, association or corporation;
provided, however, that such agreement or transaction shall be authorized or
ratified by the vote of a majority of the directors of this Corporation. No
person who may become a director of officer of this Corporation shall be
subjected to any liability which might otherwise exist as a result of thus
agreeing or entering into a transaction with this Corporation for the benefit of
himself or any person, association or corporation in which he may be interested.

                                    ELEVENTH

     The Corporation shall indemnify a director or officer, or a former director
or officer, or any person who may have served at its request as a director or
officer of another corporation in which it owns shares or of which it is a
creditor, against expenses actually and necessarily incurred by him or her in
connection with the defense of any action, suit or proceeding in which he or she
is made a party by reason of being or having been such director or officer,
except in relation to matters as to which he or she shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty. Such indemnification shall not be deemed exclusive of any
other rights to which he or she may be entitled under the OHIO REVISED CODE, the
Code of Regulations, any agreement, vote of shareholders or otherwise.

     IN WITNESS WHEREOF, I have hereunto subscribed my name this 14th day of
December, 1999.

                                           /s/ Thomas M. George
                                           -------------------------------------
                                           Thomas M. George, Incorporator



                          ORIGINAL APPOINTMENT OF AGENT

     The undersigned, being the sole incorporator of SEAGATE III, INC. (the
"Corporation"), hereby appoints CT CORPORATION SYSTEM, to be the statutory agent
upon whom any process, notice of demand required or permitted by statute to be
served upon the Corporation may be served. The complete address of the agent is:

                                   1300 East North Street
                                   Suite 1010
                                   Cleveland, OH 44114

Dated: December 14, 1999                   /s/ Thomas M. George
                                           -------------------------------------
                                           Thomas M. George, Incorporator

                                                                 Cleveland, Ohio
                                                             December 15th, 1999

     The undersigned, Charlotte Renee Cruz, Asst. Secretary, authorized
representative of CT CORPORATION SYSTEM, named herein as the statutory agent for
SEAGATE III, INC., hereby acknowledges and accepts the appointment of statutory
agent for said Corporation.

                                        CT CORPORATION SYSTEM

                                        By: /s/ Charlotte Renee Cruz
                                           ---------------------------------
                                           Charlotte Renee Cruz, Asst. Secretary



1123446                     UNITED STATES OF AMERICA,
                                 STATE OF OHIO,
                        OFFICE OF THE SECRETARY OF STATE

I, J. Kenneth Blackwell, Secretary of State of the State of Ohio, do hereby
certify that the foregoing is a true and correct copy, consisting of 5 pages, as
taken from the original record now in my official custody as Secretary of State.

                                           WITNESS my hand and official seal at
                                           Columbus, Ohio, this 12th day of
                                           April A.D. 2001

[SEAL]                                     /s/ J. Kenneth Blackwell
                                           -------------------------------------
                                                            J. KENNETH BLACKWELL
                                                              Secretary of State

                                           By: /s/ D. Henderson
                                               ---------------------------------

    NOTICE: This is an official certification only when reproduced in red ink

EX-3.113

                                                                   EXHIBIT 3.113

                                                                         [STAMP]

                          CERTIFICATE OF INCORPORATION
                                       OF
                      SPECIALTY PACKAGING LICENSING COMPANY

                                     I. NAME

          The name of the Corporation is SPECIALTY PACKAGING LICENSING COMPANY.

                              II. REGISTERED AGENT

          The address of the registered office of the Corporation in the State
of Delaware is 1209 Orange Street in the City of Wilmington, County of New
Castle, 19801. The name of the registered agent of the Corporation at such
address is The Corporation Trust Company.

                                  III. PURPOSES

          The nature of the business or purposes to be conducted or promoted by
the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

                                IV. CAPITAL STOCK

          The total number of shares of common stock which the Corporation shall
have authority to issues is one thousand (1,000) and the par value of each of
such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand
Dollars ($1,000.00).

                                 V. INCORPORATOR

          The name and mailing address of the Incorporator is John E. Willis,
P.O. Box 1106, Richmond, Virginia 23208.



                                  VI. DIRECTORS

          The number of directors of the Corporation shall be as determined by
the By-Laws. The number of the initial directors shall be three (3). The names
and mailing addresses of the persons who are to serve as initial directors are
as follows:

                NAME                               ADDRESS

         Phillips E. Patton                 P. O. Box 1106
                                            Richmond, Virginia 23208

         Kenneth G. Piggott                 One First National Plaza
                                            Suite 5000
                                            Chicago, Illinois 60603

         William B. Conner                  1030 State Street
                                            Erie, Pennsylvania 16501

          I, the undersigned, being the Incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly, have hereunto set my hand this 13 day of November, 1985.

                                                    /s/ John E. Willis
                                                    ----------------------------
                                                    John E. Willis

EX-3.114

                                                                   EXHIBIT 3.114

                                                                         [STAMP]

                           ARTICLES OF INCORPORATION

                                       OF

                           UNIVERSAL MATERIALS, INC.

         The undersigned, being citizens of the United States, desiring to form
a corporation for profit, under the General Corporation Act of Ohio do hereby
certify:

         FIRST. The name of said corporation shall be Universal Materials, Inc.

         SECOND. The place in Ohio where its principal office is to be located
is Canton, Stark County, Ohio.

         THIRD. The purpose or purposes for which said corporation is formed are
as follows:

         (a). To carry on the business of leasing, buying, owning, holding and
operating clay, brick, shale and mineral properties; to buy, sell, manufacture,
produce and otherwise deal in the products thereof.

         (b). To purchase, receive by way of gift, subscribe for, invest in, and
in all other ways acquire, import, lease, possess, maintain, handle on
consignment, own, hold for investment or otherwise, use, enjoy, exercise,
operate, manage, conduct, perform, make, borrow, guaranty, contract in respect
of, trade and deal in, sell, exchange, let, lend, export, mortgage, pledge,

[SIDENOTE]




hypothecate, encumber, transfer, assign and in all other ways dispose of,
develop, invent, improve, equip, repair, alter, fabricate, assemble, build,
construct, operate, manufacture, plant, cultivate, produce, market and in all
other ways (whether like or unlike any of the foregoing) deal in, and with
property of every kind and character, real, personal, or mixed, tangible, or
intangible, wherever situated and however held, including, but not limited to,
money, credits, choses in action, securities, stocks, bonds, warrants, script,
certificates, debentures, mortgages, notes, commission payable, and other
obligations and evidences of interest in or indebtedness of any person, firm, or
corporation, foreign or domestic, or of any government or subdivision or agency
thereof, documents of title, and accompanying rights, and as to the kind and
character of personal property, real property (improved or unimproved) and the
products and avails thereof, and as character of interest therein and
appurtenance thereof, including, but not limited to, mineral, oil, gas, and
water rights, all or any part of any going business and its incidents,
franchises, subsidies, charters, concessions, grants, rights, powers, or
privileges, granted or conferred by any government or subdivision or agency
thereof, and any interest in or part of any of the foregoing, and to exercise in
respect thereof all of the rights, powers, privileges, and immunities of
individual owners or holders thereof.

[SIDENOTE]




         (c). To acquire by purchase, subscription, underwriting, participation
in syndicates, or otherwise, and to hold, own, sell, exchange, pledge,
hypothecate or otherwise dispose of, shares of stock, bonds, mortgages,
debentures, trusts receipts, participation certificates, certificates of
beneficial interests, notes and other securities, obligations, contracts, choses
in action and evidence of indebtedness generally, or interest therein, of
persons, corporations, associations, firms, trusts, governments, states,
colonies, municipalities, and other organizations; to receive, collect and
dispose of interest, dividends and income upon, of or from, and to exercise any
and all rights and privileges of individual ownership or interest in, any of the
foregoing, including the right to vote thereon for any and all purposes, and to
do any and all acts and things for the preservation, protection, improvement and
enhancement in value thereof and to endorse or guaranty the same or become
surety in respect thereof, and to aid, by loan, subsidy, guaranty or otherwise
those issuing, selling, creating or responsible for the same.

         (d). To apply for, obtain, purchase, take licenses in respect of or
otherwise acquire, and to hold, own, use, grant licenses in respect of,
manufacture under, sell, assign, mortgage, pledge or otherwise dispose of any
and all inventions, devices, processes and any improvements and modifications
thereof, any and all letters patent of the United States or of any other



country, state, territory or locality, and all rights connected therewith or
appertaining thereto; any and all copyrights granted by the United States or any
other country, state, territory or locality; and any and all trademarks, trade
names, trade symbols and other indications of origin and ownership granted by or
recognized under the laws of the United States or of any other country, state,
territory or locality.

         (e). To hire and employ agents, servants, and employees, and to act as
agent, contractor, trustee, or otherwise, either alone or in company with
others.

         (f). To promote or aid in any manner, financially or otherwise, any
person, firm, association, or corporation, and to guaranty contracts and other
obligations.

         (g). To let concessions to other to do any of the things this
corporation is empowered to do, and to enter into, make, perform, and carry out
contracts and arrangements of every kind and character with any person, firm,
association, or corporation, or any government or authority or subdivision or
agency thereof.

         (h). To carry on any business whatsoever that this corporation may deem
proper or convenient in connection with any of the foregoing purposes or
otherwise, or that it may deem calculated, directly or indirectly, to improve
the interests of this corporation and to do all things specified in the general
corporation laws of Ohio and to exercise all powers conferred by

[SIDENOTE]




the laws of the State of Ohio on corporations formed under the laws pursuant to
which and under which this corporation is formed, as such laws are now in effect
or may at anytime hereafter be amended and to do any and all things hereinabove
set forth to the same extent and as fully as natural persons might or could do,
either alone or in connection with other persons, firms, associations, or
corporations and in any part of the world.

         (i). To conduct its business in any or all of its branches so far as
permitted by law, in the State of Ohio and in the other states of the United
States of America, and in the territories of the United States, and in the
District of Columbia and in any and all of the dependencies, colonies, or
possessions of the United States of America, and in foreign countries; and for
and in connection with its present business or future business enterprises.

         The foregoing statement of purposes shall be construed as a statement
of both purposes and powers, shall be liberally construed in aid of the powers
of the corporation, and the powers and purposes stated in each clause, shall,
except where otherwise stated, be in nowise limited or restricted by any term or
provision of any other clause, and shall be regarded not only as independent
purposes, but the purposes and powers stated shall be construed distributively
as each object expressed, and the enumeration as to specific powers shall not be
construed as

[SIDENOTE]




to limit in any manner the aforesaid general powers, but are in furtherance of,
and in addition to and not in limitation of said general powers.

         FOURTH. The maximum number of shares which the corporation shall be
authorized to have outstanding is One Thousand (1,000) shares, common without
par value.

         FIFTH. The corporation reserves the right at any time and from time to
time, substantially to change its purposes in the manner now or hereafter
permitted by statute. Any change of the purposes of the corporation, authorized
or approved by the holders of shares entitling them to exercise the proportion
of the voting power of a corporation now or hereafter required by statute, shall
be binding and conclusive upon every shareholder of the corporation as fully as
if such shareholder had voted therefore; and no shareholder, notwithstanding
that he may have voted against such change of purposes or may have objected in
writing thereto, shall be entitled to payment of the full cash value of his
shares.

         SIXTH. The Board of Directors is hereby authorized to fix and determine
and to vary the amount of working capital of the corporation, to determine
whether any, and, if any, what part of its surplus, however created or arising,
shall be used or disposed of or declared in dividends or paid to shareholders
and, without action of the shareholders, to use and apply such

[SIDENOTE]




surplus, or any part thereof, at any time or from time to time in the purchase
or acquisition of shares of any class, voting trust certificates for shares,
bonds, debentures, notes, script, warrants, obligations, evidences of
indebtedness of the corporation or other securities of the corporation, to such
extent or amount and in such manner and upon such terms as the Board of
Directors shall deem expedient.

         This corporation shall have the power and authority, upon the
affirmative vote of simple majority of its Board of Directors and without
action its shareholders, to purchase, hold, sell, transfer, reissue and
cancel its own shares and provided, however, that shares of its own capital
stock purchased and redeemed and held as Treasury Shares shall not be voted,
directly or indirectly.

         SEVENTH. Every statute of the State of Ohio hereafter enacted, whereby
the rights or privileges of shareholders of the corporation organized under the
General Corporation Act of said state are diminished, increased or in any way
affected, or whereby effect is given to any action authorized, ratified or
approved by less than all the shareholders of any such corporation, shall apply
to this corporation and shall be binding upon every shareholder thereof to the
same extent as if such statute had been in force at the time of the filing of
these Articles of Incorporation.

[SIDENOTE]




         EIGHTH. In every instance that it is or at any time hereafter may be
provided or permitted by the laws of Ohio, that, by provisions in these Articles
of Incorporation certain powers may be conferred upon the directors of a
corporation which they would not otherwise possess, or might possess only by
virtue of some action by shareholders, all such powers and authority are hereby
conferred upon the directors, to be exercised by the vote of a majority thereof,
to the extent as provided or permitted by law, as fully as though such
permissible powers were herein expressly enumerated and granted; and any such
additional powers may also be conferred upon the directors by provision in the
Code of Regulations.

         NINTH. A director or officer of the corporation shall not be
disqualified by his office from dealing or contracting with the corporation as a
vendor, purchaser, employee, agent or otherwise; nor shall any transaction,
contract or act of the corporation be void or voidable or in any way affected or
invalidated by reason of the fact that any director or officer of any firm of
which such director or officer is a member or any corporation of which such
director or officer is a shareholder, director or is in any way interested in
such transaction, contract or act, provided the fact that such director,
officer, firm or corporation is so interested shall be disclosed or shall be
known to the Board of Directors or such members thereof as

[SIDENOTE]




shall be present at any meeting of the Board of Directors at which action
upon any such contract, transaction or act shall be taken; nor shall such
director or officer be accountable or responsible to the corporation for or
in respect of any such transaction, contract or act of the corporation, or
for any gains, contract, transaction or act, with like force and effect as if
he or any firm of which he is a member, or any corporation of which he is a
shareholder, officer or director, were not interested in such transaction,
contract or act.

         TENTH. The minimum amount of capital with which the corporation will
begin business is Five Hundred and no/100 Dollars ($500.00).

         IN WITNESS WHEREOF, we have hereunto set our hands at Canton, Ohio,
this 2nd day of October, 1983.

                                                  /s/ John W. Ergazos
                                                  ------------------------------
                                                  JOHN W. ERGAZOS

                                                  /s/ Richard L. Henning
                                                  ------------------------------
                                                  RICHARD L. HENNING

                                                  /s/ Deanna M. Danner
                                                  ------------------------------
                                                  DEANNA M. DANNER

[SIDENOTE]




                          ORIGINAL APPOINTMENT OF AGENT

         KNOW ALL MEN BY THESE PRESENTS, that John W. Ergazos of 552 Citizens
Savings Building, Canton, Ohio 44702, Stark County, a natural person and
resident of said county, being the county in which the principal office of
Universal Materials, Inc. is located, is hereby appointed as the person upon
whom the process, tax notices and demands against said Universal Materials, Inc.
may be served.

                                                  /s/ Richard L. Henning
                                                  ------------------------------
                                                  RICHARD L. HENNING

                                                  /s/ Deanna M. Danner
                                                  ------------------------------
                                                  DEANNA M. DANNER

                                                  October 26, 1981

Universal Materials, Inc.

Canton, Ohio

Gentlemen:

         I hereby accept the appointment as the representative of your company
upon whom process, tax notices or demands may be served.

                                                  /s/ John W. Ergazos
                                                  ------------------------------
                                                  JOHN W. ERGAZOS

[SIDENOTE]




584327                      UNITED STATES OF AMERICA,
                                 STATE OF OHIO,
                        OFFICE OF THE SECRETARY OF STATE

I, J. Kenneth Blackwell, Secretary of State of the State of Ohio, do hereby
certify that the foregoing is a true and correct copy, consisting of 10 pages,
as taken from the original record now in my official custody as Secretary of
State.

[SEAL]

                                           WITNESS my hand and official seal at
                                           Columbus, Ohio, this 7th day of
                                           May A.D. 2001

                                               /s/ J. Kenneth Blackwell
                                               ---------------------------------
                                                            J. KENNETH BLACKWELL
                                                              Secretary of State

                                           By: /s/ D. Henderson
                                               ---------------------------------

NOTICE: This is an official certification only when reproduced in red ink

EX-3.115

                                                                   EXHIBIT 3.115

                                                                         [STAMP]

                             CERTIFICATE OF ADOPTION

                                       OF

                        AMENDED ARTICLES OF INCORPORATION

                                       OF

                            UNIVERSAL MATERIALS, INC.

     Anthony W. Miller, President, and John W. Ergazos, Secretary, of Universal
Materials, Inc., an Ohio corporation, with its principal office located at
Canton Stark County, Ohio, do hereby certify that a special meeting of the
holders of the shares of said corporation entitling them to vote on the
proposal to adopt Amended Articles of Incorporation as contained in the
following reselection, was duly called for such purpose and held on the 23rd
day of March, 1982, at which meeting a quorum of such shareholders was
present in person and that by the affirmative vote of the holders of shares
entitled under the Articles of Incorporation to exercise two-thirds of the
voting power of the corporation on such proposal, the following resolution
was adopted;

     Resolved, That the following Amended Articles of Incorporation be and the
same are hereby adopted:

                        AMENDED ARTICLE OF INCORPORATION

                                       OF

                           UNIVERSAL MATERIALS, INC.,

     FIRST. The name of said corporation is Universal Materials, Inc.

     SECOND. The place in Ohio where its principal office is located is Canton,
Stark County, Ohio.

[SIDENOTE]



     THIRD. The purposes of the corporation are as follows:

     (a). To carry on the business of leasing, buying, owning, holding and
operating clay, brick, shale and mineral properties; to buy, sell,
manufacture, produce and otherwise deal in the products thereof.

     (b). To purchase, receive by way of gift, subscribe for, invest in, and in
all other ways acquire, import, lease, possess, maintain, handle on
consignment, own, hold for investment or otherwise, use, enjoy, exercise,
operate, manage, conduct, perform, make, borrow, guaranty, contract in
respect of, trade and deal in, sell, exchange, let, lend, export, mortgage,
pledge, hypothecate, encumber, transfer, assign and in all other ways dispose
of, develop, invent, improve, equip, repair, alter, fabricate, assemble,
build, construct, operate, manufacture, plant, cultivate, produce, market and
in all other ways (whether like or unlike any of the foregoing) deal in, and
with property of every kind and character, real, personal, or mixed,
tangible, or intangible, wherever situated and however held, including, but
not limited to, money, credits, choses in action, securities, stocks, bonds,
warrants, script, certificates, debentures, mortgages, notes, commission
payable, and other obligations and evidences of interest in or indebtedness
of any person, firm, or corporation, foreign or domestic, or of any
government or subdivision or agency thereof, documents of title, and
accompanying rights, and as to the kind and character of personal property,
real property (improved or unimproved) and the products and avails thereof,
and as character

[SIDENOTE]




of interest therein and appurtenance thereof, including, but not limited to,
mineral, oil, gas, and water rights, all or any part of any going business and
its incidents, franchises, subsidies, charters, concessions, grants, rights,
powers, or privileges, granted or conferred by any government or subdivision or
agency thereof, and any interest in or part of any of the foregoing, and to
exercise in respect thereof all of the rights, powers, privileges, and
immunities of individual owners or holders thereof.

     (c). To acquire by purchase, subscription, underwriting, participation in
syndicates, or otherwise, and to hold, own, sell, exchange, pledge, hypothecate
or otherwise dispose of, shares of stock, bonds, mortgages, debentures, trusts
receipts, participation certificates, certificates of beneficial interests,
notes and other securities, obligations, contracts, choses in action and
evidence of indebtedness generally, or interest therein, of persons,
corporations, associations, firms, trusts, governments, states, colonies,
municipalities, and other organizations; to receive, collect and dispose of
interest, dividends and income upon, of or from, and to exercise any and all
rights and privileges of individual ownership or interest in, any of the
foregoing, including the right to vote thereon for any and all purposes, and to
do any and all acts and things for the preservation, protection, improvement and
enhancement in value thereof and to endorse or guaranty the same or become
surety in respect thereof, and to aid, by loan, subsidy, guaranty or otherwise
those issuing, selling, creating or responsible for the same.

[SIDENOTE]




     (d). To apply for, obtain, purchase, take licenses in respect of or
otherwise acquire, and to hold, own, use, grant licenses in respect of,
manufacture under, sell, assign, mortgage, pledge or otherwise dispose of any
and all inventions, devices, processes and any improvements and modifications
thereof, any and all letters patent of the United States or of any other
country, state, territory or locality, and all rights connected therewith or
appertaining thereto; any and all copyrights granted by the United States or any
other country, state, territory or locality; and any and all trademarks, trade
names, trade symbols and other indications of origin and ownership granted by or
recognized under the laws of the United States or of any other country, state,
territory or locality.

     (e). To hire and employ agents, servants, and employees, and to act as
agent, contractor, trustee, or otherwise, either alone or in company with
others.

     (f). To promote or aid in any manner, financially or otherwise, any person,
firm, association, or corporation, and to guaranty contracts and other
obligations.

     (g). To let concessions to others to do any of the things this corporation
is empowered to do, and to enter into, make, perform, and carry out contracts
and arrangements of every kind and character with any person, firm, association,
or corporation, or any government or authority or subdivision or agency thereof.

     (h). To carry on any business whatsoever that this corporation may deem
proper or convenient in connection with any

[SIDENOTE]




of the foregoing purposes or otherwise, or that it may deem calculated, directly
or indirectly, to improve the interests of this corporation and to do all things
specified in the general corporation laws of Ohio and to exercise all powers
conferred by the laws of the State of Ohio on corporations formed under the laws
pursuant to which and under which this corporation is formed, as such laws are
now in effect or may at anytime hereafter be amended and to do any and all
things hereinabove set forth to the same extent and as fully as natural persons
might or could do, either alone or in connection with other persons,
firms, associations, or corporations and in any part of the world.

     (i). To conduct its business in any or all of its branches so far as
permitted by law, in the State of Ohio and in the other states of the United
States of America, and in the territories of the United States, and in the
District of Columbia and in any and all of the dependencies, colonies, or
possessions of the United States of America, and in foreign countries; and for
and in connection with its present business or future business enterprises.

     The foregoing statement of purposes shall be construed as a statement of
both purposes and powers, shall be liberally construed in aid of the powers of
the corporation, and the powers and purposes stated in each clause, shall,
except where otherwise stated, be in nowise limited or restricted by any term or
provision of any other clause, and shall be regarded not only as independent
purposes, but the purposes and powers stated shall

[SIDENOTE]




be construed distributively as each object expressed, and the enumeration as to
specific powers shall not be construed as to limit in any manner the aforesaid
general powers, but are in furtherance of, and in addition to and not in
limitation of said general powers.

     FOURTH. The corporation is authorized to issue two classes of shares of
stock to be designated as "preferred" and "common" respectively; the total
number of shares that may be issued by this corporation is 2,210 shares without
par value, 442 shares to be preferred shares and 1,768 shares to be common
shares. All or any part of the shares of the common and preferred capital stock
may be issued by the corporation from time to time and for such consideration as
may be determined upon and fixed by the board of directors, as provided by law,
with due regard to the interest of existing shareholders; and when such
consideration has been received by the corporation, such shares shall be deemed
fully paid.

     The nature and extant of the preferences, rights, privileges, and
restrictions granted to or imposed upon the holders of the respective classes of
stock are as follows:

     (a). The holders of the preferred stock shall be entitled to receive from
the surplus or net profits arising from the business of the corporation an
annual dividend rate of 14 per cent, non-cummulative, which shall be payable
out of 50 per cent of the net income of the corporation as preferred
dividends up to the previously stated 14 per cent. No dividends shall, at any
time

[SIDENOTE]




be paid on the common stock unless the preferred shares have been paid the
dividends provided above for holders of the preferred stock in full.

     (b). The holders of preferred stock shall be entitled to vote at meetings
of the stockholders of the corporation with each share having one vote.

     (c). The preferred shares shall be redeemable by the corporation at any
time for $1,000,00 per share.

     (d). The holders of preferred stock shall have the option to convert their
preferred stock into either common stock, or after five (5) years, into
promissory notes of $1,000.00 for each share converted. Such promissory notes
shall be subject to payment on demand.

     (e). If the preferred stock is converted into common stock or promissory
notes, or hereinabove provided, such preferred stock, when so converted, shall
be cancelled and retired and shall not be re-issued as such.

     (f). In the event of liquidation or dissolution or winding up (whether
voluntary or involuntary) of the corporation, the holders of the preferred stock
shall be entitled to be paid the book value per share and the unpaid dividends
accrued thereon before any amount shall be paid to holders of the common stock;
and, after the payment to the holder of the preferred stock as provided herein,
and the unpaid accrued dividends thereon, the

[SIDENOTE]




the book value per share and the unpaid dividends accrued thereon before any
amount shall be paid to holders of the common stock; and, after the payment to
the holder of the preferred stock as provided herein, and the unpaid accrued
dividends thereon, the remaining assets and funds shall be divided and paid to
the holders of the common stock pro rata according to their respective shares.

     FIFTH. The corporation reserves the right at any time and from time to
time, substantially to change its purposes in the manner now or hereafter
permitted by statute. Any change of the purposes of the corporation, authorized
or approved by the holders of shares entitling them to exercise the proportion
of the voting power of a corporation now or hereafter required by statute, shall
be binding and conclusive upon every shareholder of the corporation as fully as
if such shareholder had voted therefor; and no shareholder, notwithstanding
that he may have voted against such change of purposes or may have objected in
writing thereto, shall be entitled to payment of the full cash value of his
shares.

     SIXTH. The Board of Directors is hereby authorized to fix and determine and
to vary the amount of working capital of the corporation, to determine whether
any, and, if any, what part of its surplus, however created or arising, shall be
used or disposed of or declared in dividends or paid to shareholders of common
shares and, without action by the shareholders, to use and apply such surplus,
or any part thereof, at any time or from time to time in the purchase or
acquisition of shares of any class.

[SIDENOTE]




     This corporation shall have power and authority, upon the affirmative vote
of a simple majority of its Board of Directors and without action by its
shareholders, to purchase, hold, sell, transfer, reissue and cancel its own
shares and provided, however, that shares of its own capital stock purchased and
redeemed and held as Treasury Shares shall not be voted, directly or indirectly.

     SEVENTH. Every statute of the State of Ohio hereafter enacted, whereby the
rights or privileges of shareholders of the corporation organized under the
General Corporation Act of said state are diminished, increased or in any way
affected, or whereby effect is given to any action authorized, ratified or
approved by less than all the shareholders of any such corporation, shall apply
to this corporation and shall be binding upon every shareholder thereof to the
same extent as if such statute had been in force at the time of the filing of
these Amended Articles of Incorporation.

     EIGHTH. In every instance that it is or at any time hereafter may be
provided or permitted by the laws of Ohio, that, by provisions in these Amended
Articles of Incorporation certain powers may be conferred upon the directors of
a corporation which they would not otherwise possess, or might possess only by
virtue of some action by shareholders, all such powers and authority are hereby
conferred upon the directors, to be exercised by the vote of a majority thereof,
to the extent so provided or permitted by law, as fully as though such
permissible powers were herein

[SIDENOTE]




expressly enumerated and granted; and any such additional powers may also be
conferred upon the directors by provision in the Code of Regulations.

     NINTH. A director or officer of the corporation shall not be disqualified
by his office from dealing or contracting with the corporation as a vendor,
purchaser, employee, agent or otherwise; nor shall any transactions, contract or
act of the corporation be void or voidable or in any way affected or invalidated
by reason of the fact that any director or officer of any firm of which such
director or officer is a member or any corporation of which such director or
officer is a shareholder, director or is in any way interested in such
transaction, contract or act, provided the fact that such director, officer,
firm or corporation is so interested shall be disclosed or shall be known to the
Board of Directors or such members thereof as shall be present at any meeting of
the Board of Directors at which action upon any such contract, transaction or
act shall be taken; nor shall such director or officer be accountable or
responsible to the corporation for or in respect of any such transaction,
contract or act of the corporation, or for any gains, contract, transaction or
act, with like force and effect as if he or any firm of which he is a member, or
any corporation of which he is a shareholder, officer or director, were
not interested in such transaction, contract or act.

     TENTH. These Amended Articles of Incorporation supersede and take the
place of the existing Articles of Incorporation as amended.

[SIDENOTE]




     In witness whereof, the said Anthony W. Miller, President, and John W.
Ergazos, Secretary, of Universal Materials, Inc., acting for and on behalf of
said corporation, have hereunto, subscribed their name this third day of June,
1982.

                                                    /s/ Anthony W. Miller
                                                   ----------------------
                                                   President


                                                    /s/ John W. Ergazos
                                                   ----------------------
                                                   Secretary


[SIDENOTE]




584327
                            UNITED STATES OF AMERICA,
                                 STATE OF OHIO,
                        OFFICE OF THE SECRETARY OF STATE

I, J. Kenneth Blackwell, Secretary of State of the State of Ohio, do hereby
certify that the foregoing is a true and correct copy, consisting of 11 pages,
as taken from the original record now in my official custody as Secretary of
State.

     WITNESS my hand and official seal at Columbus, Ohio, this 7th day of May
A.D., 2001

                                                       /s/ J. Kenneth Blackwell
[SEAL]                                                 -------------------------
                                                            J. KENNETH BLACKWELL
                                                              Secretary of State

                                                       By: /s/ D. Henderson
                                                           ---------------------
    NOTICE: This is an official certification only when reproduced in red ink

EX-3.116

                                                                   EXHIBIT 3.116

                                                                         [STAMP]

                             CERTIFICATE OF ADOPTION

                                       OF

                        AMENDED ARTICLES OF INCORPORATION

                                       OF

                            UNIVERSAL MATERIALS, INC.

     Anthony W. Miller, President, and John W. Ergazos, Secretary, of Universal
Materials, Inc., an Ohio corporation, with its principal office located at
Canton, Stark County, Ohio, do hereby certify that a special meeting of the
holders of the shares of said corporation entitling them to vote on the proposal
to adopt Amended Articles of Incorporation as contained in the following
resolution, was duly called for such purpose and held on the 23rd day of March,
1982, at which meeting a quorum of such shareholders was present in person and
that by the affirmative vote of the holders of shares entitled under the
Articles of Incorporation to exercise two-thirds of the voting power of the
corporation on such proposal, the following resolution was adopted:

     Resolved, That the following Amended Articles of Incorporation be and the
same are hereby adopted:

                        AMENDED ARTICLES OF INCORPORATION

                                       OF

                            UNIVERSAL MATERIALS, INC.

          FIRST. The name of said corporation is Universal Materials, Inc.

          SECOND. The place in Ohio where its principal office is located is
Canton, Stark County, Ohio.

[SIDENOTE]




          THIRD. The purposes of the corporation are as follows:

          (a). To carry on the business of leasing, buying, owning, holding and
operating clay, brick, shale and mineral properties; to buy, sell, manufacture,
produce and otherwise deal in the products thereof.

          (b). To purchase, receive by way of gift, subscribe for, invest in,
and in all other ways acquire, import, lease, possess, maintain, handle on
consignment, own, hold for investment or otherwise, use, enjoy, exercise,
operate, manage, conduct, perform, make, borrow, guaranty, contract in respect
of, trade and deal in, sell, exchange, let, lend, export, mortgage, pledge,
hypothecate, encumber, transfer, assign and in all other ways dispose of,
develop, invent, improve, equip, repair, alter, fabricate, assemble, build,
construct, operate, manufacture, plant, cultivate, produce, market and in all
other ways (whether like or unlike any of the foregoing) deal in, and with
property of every kind and character, real, personal, or mixed, tangible, or
intangible, wherever situated and however held, including, but not limited to,
money, crecits, choses in action, securities, stocks, bonds, warrants, script,
certificates, debentures, mortgages, notes, commission payable, and other
obligations and evidences of interest in or indebtedness of any person, firm, or
corporation, foreign or domestic, or of any government or subdivision or agency
thereof, documents of title, and accompanying rights, and as to the kind and
character of personal property, real property (improved or unimproved) and the
products and avails thereof, and as character

[SIDENOTE]




of interest therein and appurtenance thereof, including, but not limited to,
mineral, oil, gas, and water rights, all or any part or any going business and
its incidents, franchises, subsidies, charters, concessions, grants, rights,
powers, or privileges, granted or conferred by any government or subdivision or
agency thereof, and any interest in or part of any of the foregoing, and to
exercise in respect thereof all of the rights, powers, privileges, and
immunities of individual owners or holders thereof.

          (c). To acquire by purchase, subscription, underwriting, participation
in syndicates, or otherwise, and to hold, own, sell, exchange, pledge,
hypothecate or otherwise dispose of, shares of stock, bonds, mortgages,
debentures, trusts receipts, participation certificates, certificates of
beneficial interests, notes and other securities, obligations, contracts, choses
in action and evidence of indebtedness generally, or interest therein, or
persons, corporations, associations, firms, trusts, governments, states,
colonies, municipalities, and other organizations; to receive, collect and
dispose of interest, dividends and income upon, of or from, and to exercise any
and all rights and privileges of individual ownership or interest in, any of the
foregoing, including the right to vote thereon for any and all purposes, and to
do any and all acts and things for the preservation, protection, improvement and
enhancement in value thereof and to endorse or guaranty the same or become
surety in respect thereof, and to aid, by loan, subsidy, guaranty or otherwise
those issuing, selling, creating or responsible for the same.

[SIDENOTE]




          (d). To apply for, obtain, purchase, take licenses in respect of or
otherwise acquire, and to hold, own, use, grant licenses in respect of,
manufacture under, sell, assign, mortgage, pledge or otherwise dispose of any
and all inventions, devices, processes and any improvements and modifications
thereof, any and all letters patent of the United States or of any other
country, state, territory or locality, and all rights connected therewith or
appertaining thereto; any and all copyrights granted by the United States or any
other country, state, territory or locality; and any and all trademarks, trade
names, trade symbols and other indications of origin and ownership granted by or
recognized under the laws of the United States or of any other country, state,
territory or locality.

          (e). To hire and employ agents, servants, and employees, and to act as
agent, contractor, trustee, or otherwise, either alone or in company with
others.

          (f). To promote or aid in any manner, financially or otherwise, any
person, firm, association, or corporation, and to guaranty contracts and other
obligations.

          (g). To let concessions to others to do any of the things this
corporation is empowered to do, and to enter into, make, perform, and carry out
contracts and arrangements of every kind and character with any person, firm,
association, or corporation, or any government or authority or subdivision or
agency thereof.

          (h). To carry on any business whatsoever that this corporation may
deem proper or convenient in connection with any

[SIDENOTE]




of the foregoing purposes or otherwise, or that it may deem calculated, directly
or indirectly, to improve the interests of this corporation and to do all things
specified in the general corporation laws of Ohio and to exercise all powers
conferred by the laws of the State of Ohio on corporations formed under the laws
pursuant to which and under which this corporation is formed, as such laws are
now in effect or may at anytime hereafter be amended and to do any and all
things hereinabove set forth to the same extent and as fully as natural persons
might or could do, either alone or in connection with other persons, firms,
associations, or corporations and in any part of the world.

          (i). To conduct its business in any or all of its branches so far as
permitted by law, in the State of Ohio and in the other states of the United
States of America, and in the territories of the United States, and in the
District of Columbia and in any and all of the dependencies, colonies, or
possessions of the United States of America, and in foreign countries; and for
and in connection with its present business or future business enterprises.

         The foregoing statement of purposes shall be construed as a statement
of both purposes and powers, shall be liberally construed in aid of the powers
of the corporation, and the powers and purposes stated in each clause, shall,
except where otherwise stated, be in nowise limited or restricted by any term or
provision of any other clause, and shall be regarded not only as independent
purposes, but the purposes and powers stated shall

[SIDENOTE]




be construed distributively as each object expressed, and the enumeration as to
specific powers shall not be construed as to limit in any manner the aforesaid
general powers, but are in futherance of, and in addition to and not in
limitation of said general powers.

          FOURTH. The corporation is authorized to issue two classes of shares
of stock to be designated as "preferred" and "common" respectively; the total
number of shares that may be issued by this corporation is 2,210 shares without
par value, 442 shares to be preferred shares and 1,768 shares to be common
shares. All or any part of the shares of the common and preferred capital stock
may be issued by the corporation from time to time and for such consideration as
may be determined upon and fixed by the board of directors, as provided by law,
with due regard to the interest of existing shareholders; and when such
consideration has been received by the corporation, such shares shall be deemed
fully paid.

          The nature and extent of the preferences, rights, privileges, and
restrictions granted to or imposed upon the holders of the respective classes of
stock are as follows:

          (a). The holders of the preferred stock shall be entitled to receive
from the surplus or net profits arising from the business of the corporation an
annual dividend rate of 14 per cent, non-cummulative, which shall be payable out
of 50 per cent of the net income of the corporation as preferred dividends up to
the previously stated 14 percent. No dividends shall, at any time

[SIDENOTE]




be paid on the common stock unless the preferred shares have been paid the
dividends provided above for holders of the preferred stock in full for the
past two (2) years.

          (b). The holders of preferred stock shall be entitled to vote at
meetings of the stockholders of the corporation with each share having one vote.

          (c). The preferred shares shall be redeemable by the corporation at
any time for $1,000.00 per share.

          (d). The holders of preferred stock shall have the option to convert
their preferred stock into either common stock, or after five (5) years, into
promissory notes of $1,000.00 for each share converted. Such promissory notes
shall be subject to payment on demand by the holder or holders thereof at
anytime after one (1) year upon ninety (90) days notice thereof to the
corporation, and such notes shall bear interest at the rate of fourteen percent
(14%) per annum payable quarterly.

          (e). If the preferred stock is converted into common stock or
promissory notes, as hereinabove provided, such preferred stock, when so
converted, shall be cancelled and retired and shall not be re-issued as such.

          (f). In the event of liquidation or dissolution or winding up (whether
voluntary or involuntary) of the corporation, the holders of the preferred stock
shall be entitled to be paid the book value per share and the unpaid dividends
accrued thereon before any amount shall be paid to holders of the common stock;
and, after the payment to the holder of the preferred stock as provided herein,
and the unpaid accrued dividends thereon,

[SIDENOTE]




the book value per share and the unpaid dividends accrued thereon before any
amount shall be paid to holders of the common stock; and, after the payment to
the holder of the preferred stock as provided herein, and the unpaid accrued
dividends thereon, the remaining assets and funds shall be divided and paid to
the holders of the common stock pro rata according to their respective shares.

          FIFTH. The corporation reserves the right at any time and from time to
time, substantially to change its purposes in the manner now or hereafter
permitted by statute. Any change of the purposes of the corporation, authorized
or approved by the holders of shares entitling them to exercise the proportion
of the voting power of a corporation now or hereafter required by statute, shall
be binding and conclusive upon every shareholder of the corporation as fully as
if such shareholder had voted therefor; and no shareholder, notwithstanding that
he may have voted against such change of purposes or may have objected in
writing thereto, shall be entitled to payment of the full cash value of his
shares.

          SIXTH. The Board of Directors is hereby authorized to fix and
determine and to vary the amount of working capital of the corporation, to
determine whether any, and if any, what part of its surplus, however created or
arising, shall be used or disposed of or declared in dividends or paid to
shareholders of common shares and, without action by the shareholders, to use
and apply such surplus, or any part thereof, at any time or from time to time in
the purchase or acquisition of shares of any class,

[SIDENOTE]




voting trust certificates for shares, bonds, debentures, notes, script,
warrants, obligations, evidences of indebtedness of the corporation or other
securities of the corporation, to such extent or amount and in such manner and
upon such terms as the Board of Directors shall deem expedient.

          This corporation shall have power and authority upon the affirmative
vote of a simple majority of its Board of Directors and without action by its
shareholders, to purchase, hold, sell, transfer, reissue and cancel its own
shares and provided, however, that shares of its own capital stock purchased and
redeemed and held as Treasury Shares shall not be voted, directly or indirectly.

          SEVENTH. Every statute of the State of Ohio hereafter enacted, whereby
the rights or privileges of shareholders of the corporation organized under the
General Corporation Act of said state are diminished, increased or in any way
affected, or whereby effect is given to any action authorized, ratified or
approved by less than all the shareholders of any such corporation, shall apply
to this corporation and shall be binding upon every shareholder thereof to the
same extent as if such statute had been in force at the time of filing of these
Amended Articles of Incorporation.

          EIGHTH. In every instance that it is or at any time hereafter may be
provided or permitted by the laws of Ohio, that, by provisions in these Amended
Articles of Incorporation certain powers may be conferred upon the directors of
a corporation which they would not otherwise possess, or might possess only by
virtue of some action by shareholders, all such powers and authority are

[SIDENOTE]




hereby conferred upon the directors, to be exercised by the vote of a majority
thereof, to the extent so provided or permitted by law, as fully as though such
permissible powers were herein expressly enumerated and granted; and any such
additional powers may also be conferred upon the directors by provision in the
Code of Regulations.

          NINTH. A director or officer of the corporation shall not be
disqualified by his office from dealing or contracting with the corporation as a
vendor, purchaser, employee, agent or otherwise; nor shall any transactions,
contract or act of the corporation be void or voidable or in any way affected or
invalidated by reason of the fact that any director or officer of any firm of
which such director or officer is a member or any corporation of which such
director or officer is a shareholder, director or is in any way interested in
such transaction, contract or act, provided the fact that such director,
officer, firm or corporation is so interested shall be disclosed or shall be
known to the Board of Directors or such members thereof as shall be present at
any meeting of the Board of Directors at which action upon any such contract,
transaction or act shall be taken; nor shall such director or officer be
accountable or responsible to the corporation for or in respect of any such
transaction, contract or act of the corporation, or for any gains, contract,
transaction or act, with like force and effect as if he or any firm of which he
is a member, or any corporation of which he is a shareholder, officer or
director, were not interested in such transaction, contract or act.

[SIDENOTE]




          TENTH. These Amended Articles of Incorporation supersede and take the
place of the existing Articles of Incorporation as amended.

          In witness whereof, the said Anthony W. Miller, President, and John W.
Ergazos, Secretary, of Universal Materials, Inc., acting for and on behalf of
said corporation, have hereinto subscribed their names this 15th day of July,
1982.

                                                         /s/ Anthony W. Miller
                                                        ------------------------
                                                        President

                                                         /s/ John W. Ergazos
                                                        ------------------------
                                                        Secretary

[SIDENOTE]




584327
                            UNITED STATES OF AMERICA,
                                 STATE OF OHIO,
                        OFFICE OF THE SECRETARY OF STATE

I, J. Kenneth Blackwell, Secretary of State of the State of Ohio, do hereby
certify that the foregoing is a true and correct copy, consisting of 11 pages,
as taken from the original record now in my official custody as Secretary of
State.

[SEAL]

WITNESS my hand and official seal at Columbus, Ohio, this 7th day of May A.D
2001
                                                        /s/ J. Kenneth Blackwell
                                                        ------------------------
                                                            J. KENNETH BLACKWELL
                                                              Secretary of State

                                                         By: /s/ D. Henderson
                                                            --------------------

   Notice: This is an official certification only when reproduced in red ink

EX-3.117

                                                                   EXHIBIT 3.117

                                    ARTICLE I

                                     OFFICES

               Section 1. The registered office shall be in the City of Dover,
County of Kent, State of Delaware.

               Section 2. The Corporation may also have offices at such other
places both within and without the State of Delaware as the board of directors
may from time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

               Section 1. All meetings of the stockholders shall be held at any
place within or without the State of Delaware as shall be designated from time
to time by the board of directors. In the absence of any such designation,
stockholders' meetings shall be held at the principal executive office of the
Corporation.

               Section 2. An annual meeting of stockholders shall be held each
year on a date and at a time designated by the board of directors. At each
annual meeting directors shall be elected and any other proper business may be
transacted.

               Section 3. A majority of the stock issued and outstanding and
entitled to vote at any meeting of stockholders, the holders of which are
present in person or represented by proxy, shall constitute a quorum for the
transaction of business except as otherwise provided by law, by the Certificate
of Incorporation, or by these By-Laws. A quorum, once established, shall not be
broken by the withdrawal of enough votes to leave less than a quorum and the
votes present may continue to transact business until adjournment. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, a majority of the voting stock represented in

                                        1


person or by proxy may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote thereat.

               Section 4. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of law, or the
Certificate of Incorporation, or these By-Laws, a different vote is required in
which case such express provision shall govern and control the decision of such
question.

               Section 5. At each meeting of the stockholders, each stockholder
having the right to vote may vote in person or may authorize another person or
persons to act for him by proxy appointed by an instrument in writing subscribed
by such stockholder and bearing a date not more than three years prior to said
meeting, unless said instrument provides for a longer period. All proxies must
be filed with the secretary of the Corporation at the beginning of each meeting
in order to be counted in any vote at the meeting. Each stockholder shall have
one vote for each share of stock having voting power, registered in his name on
the books of the Corporation on the record date set by the board of directors as
provided in Article V, Section 6 hereof. All elections shall be had and all
questions decided by a plurality vote.

                                        2


               Section 6. Special meetings of the stockholders, for any purpose,
or purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the president and shall be called by the
president or the secretary at the request in writing of a majority of the board
of directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding,
and entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

               Section 7. Whenever stockholders are required or permitted to
take any action at a meeting; a written notice of the meeting shall be given,
which notice shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. The written notice of any meeting shall be given to each stockholder
entitled to vote at such meeting not less than ten nor more than sixty days
before the date of the meeting. If mailed, notice is given when deposited in the
United States mail, postage prepaid, directed to the stockholder at his address
as it appears on the records of the Corporation.

               Section 8. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The

                                        3


list shall also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.

               Section 9. Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

               Section 1. The board of directors shall consist of a minimum of
one (1) and a maximum of eleven (11) directors. The number of directors shall be
fixed or changed from time to time, within the minimum and maximum, by the then
appointed directors. The directors need not be stockholders. The directors shall
be elected at the annual meeting of the stockholders, except as provided in
Section 2 of this Article III, and each director elected shall hold office until
his successor is elected and qualified; provided, however, that unless otherwise
restricted by the Certificate of Incorporation or by law, any director or the
entire board of directors may be removed, either with or without cause, from the
board of directors at any meeting of stockholders by a majority of the stock
represented and entitled to vote thereat.

                                        4


               Section 2. Vacancies on the board of directors by reason of
death, resignation, retirement, disqualification, removal from office, or
otherwise, and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then
in office, although less than a quorum, or by a sole remaining director. The
directors so chosen shall hold office until the next annual election of
directors and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then
in-office shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at least ten percent
of the total number of the shares at the time outstanding having the right to
vote for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

               Section 3. The property and business of the Corporation shall be
managed by or under the direction of its board of directors. In addition to the
powers and authorities by these By-Laws expressly conferred upon them, the board
of directors may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or done
by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

               Section 4. The directors may hold their meetings and have one or
more offices, and keep the books of the Corporation outside of the State of
Delaware.

                                        5


               Section 5. Regular meetings of the board of directors may be held
without notice at such time and place as shall from time to time be determined
by the board.

               Section 6. Special meetings of the board of directors may be
called by the president on twenty-four hours' notice to each director, either
personally or by mail or by telegram; special meetings shall be called by the
president or the secretary in like manner and on like notice on the written
request of two directors unless the board of directors consists of only one
director; in which case special meetings shall be called by the president or
secretary in like manner or on like notice on the written request of the sole
director.

               Section 7. At all meetings of the board of directors a majority
of the authorized number of directors shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the vote of a majority
of the directors present at any meeting at which there is a quorum, shall be the
act of the board of directors, except as may be otherwise specifically provided
by statute, by the-Certificate of Incorporation or by these By-Laws. If a quorum
shall not be present at any meeting of the board of directors the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present. If only one
director is authorized, such sole director shall constitute a quorum.

               Section 8. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board of directors or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the board of directors or committee.

                                        6


               Section 9. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                             COMMITTEES OF DIRECTORS

               Section 10. The board of directors may, by resolution passed by a
majority of the whole board of directors, designate one or more committees, each
such committee to consist of one or more of the directors of the corporation.

               The board of directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in a resolution of the board of directors,
shall have and may exercise all the power and authority of the board of
directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the Certificate of Incorporation (except that a committee may, to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the board of directors, fix the
designations and any of the preferences or rights of such shares relating to

                                        7


dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the Corporation or fix the number of shares of any series
of stock or authorize the increase or decrease of the shares of any series),
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
By-Laws of the Corporation; and, unless the resolution, By-Laws, or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend, to authorize the issuance of
stock, or to adopt a Certificate of Ownership and Merger.

               Section 11. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

               Section 12. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                        8


                                 INDEMNIFICATION

               Section 13. The Corporation shall indemnify every person who was
or is a party or is or was threatened to be made a party to any action, suit, or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer or employee of the Corporation
or, while a director, officer or employee of the Corporation, is or was serving
at the request of the Corporation as a director, officer, employee, agent or
trustee of another Corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses (including counsel fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding, to the full extent
permitted by applicable law. Expenses incurred by a person who is or was a
director or officer of the Corporation in appearing at, participating in or
defending any such action, suit or proceeding shall be paid by the Corporation
at reasonable intervals in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by, or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized by this Section 13.
If a claim under this Section 13 is not paid in full by the Corporation within
ninety days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be paid also the expense of prosecuting such claim. It shall
be a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law or
other

                                        9


applicable law for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its board of directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he has met the applicable standard of
conduct set forth in the Delaware General Corporation Law or other applicable
law, nor an actual determination by the Corporation (including its board of
directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

                                   ARTICLE IV

                                    OFFICERS

               Section 1. The officers of the Corporation shall be chosen by the
board of directors and shall include a president, a vice president and a
secretary. The Corporation may also have at the discretion of the board of
directors such other officers as are desired, including a chairman of the board,
additional vice presidents, one or more assistant secretaries, a treasurer, one
or more assistant treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article IV. In the event
there are two or more vice presidents, then one or more may be designated as
executive vice president, senior vice president, vice president marketing, or
other similar or dissimilar title. At the time of the election of officers, the
directors may by resolution determine the order of their rank. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-Laws otherwise provide.

                                       10


               Section 2. The board of directors, at its first meeting after
each annual meeting of stockholders, shall choose the officers of the
Corporation.

               Section 3. The board of directors may appoint such other officers
and agents, as it shall deem necessary, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board of directors.

               Section 4. The salaries of all officers and agents of the
Corporation shall be fixed by the board of directors.

               Section 5. The officers of the Corporation shall hold office
until their successors are chosen and qualify in their stead. Any officer
elected or appointed by the board of directors may be removed at any time,
either with or without cause, by the board of directors. If the office of any
officer or officers becomes vacant for any reason, the vacancy may be filled by
the board of directors.

                              CHAIRMAN OF THE BOARD

               Section 6. The chairman of the board, if such an officer be
elected, shall, if present, preside at all meetings of the board of directors
and exercise and perform such other powers and duties as may be from time to
time assigned to him by the board of directors or prescribed by these By-Laws.
If there is no president, the chairman of the board shall, in addition, be the
chief executive officer of the Corporation and shall have the powers and duties
prescribed in Section 7 of this Article IV.

                                    PRESIDENT

               Section 7. Subject to such supervisory powers, if any, as may be
given by the board of directors to the chairman of the board, if there be such
an officer, the president shall be the chief executive officer of the
Corporation and shall, subject to the control of the board of

                                       11


directors, have general supervision, direction and control of the business and
officers of the Corporation. He shall be an ex-officio member of all committees
and shall have the general powers and duties of management usually vested in the
office of president and chief executive officer of Corporations, and shall have
such other powers and duties as may be prescribed by the board of directors or
these By-Laws.

                                 VICE PRESIDENTS

               Section 8. In the absence or disability of the president, the
vice presidents in order of their rank as fixed by the board of directors, or if
not ranked, the vice president designated by the board of directors, shall
perform all the duties of the president, and when so acting shall have all the
powers of and be subject to all the restrictions upon the president. The vice
presidents shall have such other duties as from time to time may be prescribed
for them, respectively, by the board of directors.

                       SECRETARY AND ASSISTANT SECRETARIES

               Section 9. The secretary shall record the proceedings of the
meetings of the stockholders and directors in a book to be kept for that
purpose; and shall perform like duties for the standing committees when required
by the board of directors. He shall give, or cause to be given, notice of all
meetings of the stockholders and of the board of directors, and shall perform
such other duties as may be prescribed by the board of directors or these
By-Laws. He shall keep in safe custody the seal of the Corporation, and affix
the same to any instrument requiring it, and when so affixed it shall be
attested by his signature or by the signature of an assistant secretary. The
board of directors may give general authority to any other officer to affix the
seal of the Corporation and to attest the affixing by his signature.

                                       12


               Section 10. The assistant secretary, or if there be more than
one, the assistant secretaries in the order determined by the board of
directors, or if there be no such determination, the assistant secretary
designated by the board of directors, shall, in the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.

                       TREASURER AND ASSISTANT TREASURERS

               Section 11. The treasurer, if such an officer is elected, shall
have the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys, and other valuable effects in the name
and to the credit of the Corporation, in such depositories as may be designated
by the board of directors. He shall disburse the funds of the Corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the board of directors, at its regular
meetings or when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the Corporation. If
required by the board of directors, he shall give the Corporation a bond, in
such sum and with such surety or sureties as shall be satisfactory to the board
of directors, for the faithful performance of the duties of his office and for
the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the Corporation.

               Section 12. The assistant treasurer, or if there shall be more
than one, the assistant treasurers in the order determined by the board of
directors, or if there be no such determination,

                                       13


the assistant treasurer designated by the board of directors, shall, in the
absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                                    ARTICLE V

                              CERTIFICATES OF STOCK

               Section 1. Every holder of stock of the Corporation shall be
entitled to have a certificate signed by, or in the name of the Corporation by,
the chairman or vice chairman of the board of directors, or the president or a
vice president, and by the secretary or an assistant secretary, or the treasurer
or an assistant treasurer of the Corporation, certifying the number of shares
represented by the certificate owned by such stockholder in the Corporation.

               Section 2. Any or all of the signatures on the certificate may be
a facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent, or registrar at the date of issue.

               Section 3. If the Corporation shall be authorized to issue more
than one class of stock or more than one series of any class, the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualification,
limitations or restrictions of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock provided
that, except as otherwise provided in Section 202 of the General Corporation Law
of Delaware, in lieu of the foregoing requirements, there may be

                                       14


set forth on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, a statement that the
Corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

               Section 4. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making, of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

               Section 5. Upon surrender to the Corporation, or the transfer
agent of the Corporation, of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

                                       15


                               FIXING RECORD DATE

               Section 6. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the
stockholders, or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change conversion or exchange of stock or
for the purpose of any other lawful action, the board of directors may fix a
record date which shall not be more than sixty nor less than ten days before the
date of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

               Section 7. The Corporation shall be entitled to treat the holder
of record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the laws of
the State of Delaware.

                                   ARTICLE VI

                               GENERAL PROVISIONS

                                    DIVIDENDS

               Section 1. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the board of directors at

                                       16


any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property, or in shares of the capital stock, subject to the provisions of the
Certificate of Incorporation.

               Section 2. Before payment of any dividend there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as, the directors shall think conducive to the interests of the
Corporation, and the directors may abolish any such reserve.

                                     CHECKS

               Section 3. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers as the board of
directors may from time to time designate.

                                   FISCAL FEAR

               Section 4. The fiscal year of the Corporation shall be fixed by
resolution of the board of directors.

                                 CORPORATE SEAL

               Section 5. The corporate seal shall have inscribed thereon the
name of the Corporation and the words "Corporate Seal. Delaware". Said seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

                                     NOTICES

               Section 6. Whenever, under the provisions of the Certificate of
Incorporation or of these By-Laws or as required by law, notice is required to
be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the

                                       17


records of the Corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to directors may also be given by telegram.

               Section 7. Whenever any notice is required to be given by law or
under the provisions of the Certificate of Incorporation or of these By-Laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                   ARTICLE VII

                                   AMENDMENTS

               Section 1. These By-Laws may be altered, amended or repealed or
new By-Laws may be adopted by the stockholders or by the board of directors,
when such power is conferred upon the board of directors by the Certificate of
Incorporation, at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
By-Laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal these By-Laws is conferred upon the board of directors by
the Certificate of Incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal these By-Laws.

                                       18

EX-3.118

                                                                   EXHIBIT 3.118

                               CODE OF REGULATIONS

                                       OF

                             [_____________________]

                                    ARTICLE I

                            MEETINGS OF SHAREHOLDERS

          1.   The annual meeting of the shareholders, for the election of
directors and the consideration of the reports and other matters to be laid
before such meeting, shall be held at the principal office of the Company or at
such other place within or without the State of Ohio as the Board of Directors
may determine, at such time and on such business day as the Board of Directors
may determine each year.

          2.   A special meeting of the shareholders may be called by the
President or a Vice President; the directors by action at a meeting or a
majority of directors acting without a meeting; or, by the persons who hold
twenty-five percent of all the shares outstanding and entitled to vote thereat.

          3.   Notice of each meeting of shareholders, whether annual or
special, shall be given in writing either by personal delivery or by mail by the
Secretary or by such other persons as may be entitled to give such notice by
law. Each said notice shall state the purpose or purposes for which the meeting
is called and the time when and the place where it is to be held, which may be
at any place within or without the State of Ohio. No notice shall be necessary
for any meeting at which all the shareholders entitled to vote thereat are
present in person or by proxy, or of any meeting which shall have been adjourned
to a day certain.

          4.   A copy of such notice shall be mailed or delivered to each
shareholder of record entitled to notice of such meeting not more than sixty
days nor less than ten days before such meeting, but may be waived in writing by
any shareholder either before or after the holding of such meeting.

          5.   Any action which may be authorized or taken at a meeting of the
shareholders may be authorized or taken without a meeting, if authorized in
writing signed by all the holders of shares who would be entitled to notice of a
meeting held for such purpose.

          6.   At all meetings of shareholders there shall be necessary and
sufficient to constitute a quorum for the transaction of any business, the
presence in person or by proxy of shareholders holding the record shares having
in the aggregate one-third of the total number of votes of all outstanding
shares entitled to be voted at such meeting; provided that, if the holders



of such interests are not, in person or by proxy, present at the time and place
fixed as herein provided for any meeting, a majority in interest of those
present, in person or by proxy, may adjourn from time to time and successively
without notice other than by announcement at the meeting, until a quorum shall
be in attendance. At any such adjourned meeting, any business may be transacted
which might have been transacted had the meeting been held at the time
originally fixed therefor.

                                   ARTICLE II

                                    DIRECTORS

          1.   The number of directors shall be such as may be determined by the
shareholders from time to time, such number to be not less than three or, if
there are fewer than three shareholders, then not less than such lesser number
equal to the number of shareholders, nor more than fifteen.

          2.   The term of office of each director shall be one year, and until
his or her successor is elected and qualified, or until his or her earlier
resignation, removal from office or death, except that any director elected at
any time other than the annual meeting of shareholders shall hold office only
until the next annual meeting of shareholders and until his or her successor is
elected and qualified, and except that directors may be removed from office at
any time, with or without cause, by the affirmative vote of the holders of a
majority of the shares of the Corporation entitled to elect directors in place
of those to be removed.

          3.   Directors need not be shareholders of the Corporation.

          4.   At all elections of directors, the number of persons determined
by the shareholders to constitute the Board of Directors receiving the highest
number of votes cast, shall be elected as directors.

          5.   A majority of the directors shall constitute a quorum; provided
that the directors, though less than a quorum present at the time appointed for
any meeting, may adjourn from time to time and successively, without notice,
other than by announcement at the time of such adjournment, until a quorum shall
be present; and provided further that a majority of the directors in office
constitutes a quorum for filling a vacancy in the Board.

          6.   A regular meeting of a newly elected Board of Directors shall, if
a quorum be present, be held at the principal office of the Corporation, or
elsewhere as the Board shall order, immediately upon the adjournment of the
meeting of shareholders at which such directors are elected, unless the
shareholders entitled to vote thereat shall have, at such meeting, otherwise
directed.

          7.   The Board of Directors may, by bylaw or resolution, designate the
time and place of other regular meetings and provide for calling special
meetings.



          8.   Meetings of the directors may be held at any place within or
without the State of Ohio, and meetings of the directors may be held through any
communication equipment if all persons participating can hear each other and
participation in such a meeting shall constitute presence at such meeting.

          9.   Any action which may be authorized or taken at a meeting of the
directors may be authorized or taken without a meeting, if authorized in writing
signed by all the directors.

          10.  All other capacity of the Corporation shall be vested in, and all
its power and authority, except as otherwise provided by law, the Articles of
Incorporation or these Regulations, shall be exercised by the Board of
Directors.

                                   ARTICLE III

                                    OFFICERS

          1.   The Corporation shall have a President, a Secretary, a Treasurer,
such Vice Presidents as the Board of Directors may from time to time determine,
and such other officers and assistant officers as may be deemed necessary from
time to time by the Board of Directors, and who shall have such duties and
authority as may be prescribed by these Regulations and such, not inconsistent
with these Regulations, as may be prescribed by the Board of Directors.

          2.   Any two or more offices, except the offices of President and
Vice President, may, if so decided by the Board of Directors, be held by the
same person, but no officer shall execute, acknowledge or verify any instrument
in more than one capacity if such instrument is required by law, the Articles of
Incorporation, these Regulations or the bylaws to be executed, acknowledged or
verified by two or more officers.

          3.   Whenever the Board shall elect two or more Vice Presidents, it
may designate their duties and rank or may designate them numerically. If no
such designation of their rank be made, they shall rank according to their
numerical designation, or if no such numerical designation shall have been made,
they shall rank in the order of their election.

          4.   No officer need be a director of the Corporation.

          5.   The officers of the Corporation shall be elected to serve at the
pleasure of the Board of Directors and may be removed at any time by the Board
of Directors.

          6.   The Board of Directors may, from time to time, fix the
compensation of the several officers, agents and employees of the Corporation or
may delegate to an officer or officers of the Corporation the power to fix such
compensation.

          7.   The Board of Directors need not but may, at any time, require
from any



officer, agent or employee of the Corporation a bond in such amount, upon such
conditions and sureties as it may specify.

                                   ARTICLE IV

                               DUTIES OF OFFICERS

A.   PRESIDENT

          1.   The President shall be the chief executive officer of the
Corporation and, subject to the Board of Directors, shall have general
superintendence and direction of the affairs and business of the Corporation. He
shall preside at all meetings of the shareholders and at all meetings of the
Board of Directors, and he shall perform all other duties usually performed by
presidents of similar corporations.

B.   VICE PRESIDENTS

          1.   In the event that the office of the President be vacant, and
in all events of absence, inability or refusal to act on the part of the
President, one or more Vice Presidents to be designated by the Board of
Directors shall perform the duties of the President.

          2.   The Vice Presidents shall perform such duties as may be imposed
upon them by the Board of Directors and the President.

C.   SECRETARY

          1.   The Secretary shall keep an accurate record of the acts and
proceedings of the shareholders and directors, shall perform all duties
performed by like officers of similar corporations, and shall perform such
further duties as are imposed upon him by law, by the Board of Directors and by
the President.

D.   TREASURER

          1.   Subject to the direction and control of the Board of Directors
and the President, the Treasurer shall receive all moneys and deposit the same
with one or more of the duly designated depositories of the Corporation; shall
keep accurate accounts of the finances of the Corporation; make reports thereof
to the shareholders, Board of Directors and President, whenever required by
them, respectively; and have responsibility for the extension of credit and the
collection of accounts.

E.   GENERAL

          1.   Any other officers appointed by the Board of Directors shall
perform such duties as are imposed upon them by the Board of Directors and the
President as the time of such



appointment or thereafter.

          2.   The several officers shall perform all other duties usually
incident to their respective offices, or which may be required by the
shareholders or directors, or by their superior officers as in these Regulations
provided; shall, from time to time, and also whenever requested, report to the
Board of Directors, or the President, all matters affecting the Corporation's
interests, which may come to their knowledge; and, on the expiration of their
terms of office, shall respectively deliver all books, papers, money and
property of the Corporation in their hands to their successors, or to the
President, or to any person designated by the Board of Directors to receive the
same.

                                    ARTICLE V

                                    FINANCES

          1.   The Corporation's first fiscal year shall begin on the date on
which its Articles of Incorporation were duly filed and recorded by the
Secretary of State of Ohio and shall end on December 31 next following;
thereafter, the Corporation's fiscal year shall begin on the first day of
January in each year.

          2.   Dividends upon shares of the Corporation may be declared and made
payable at such times and intervals as the Board of Directors shall deem to be
in the best interests of the Corporation. Such dividends shall be declared and
paid only as provided by the laws of Ohio, and by the Articles of Incorporation
and Regulations of the Corporation then in effect.

          3.   The Board of Directors may, from time to time, commit, upon such
conditions and with such directions as it may impose, the custody of bonds,
certificates of stock, and other securities to one or more committees to be
appointed by it for such purpose.

                                   ARTICLE VI

                              SHARES AND TRANSFERS

          1.   Shareholders shall be entitled to certificates in such form as
shall have been approved by the Board of Directors, for their fully paid shares.

          2.   The Board of Directors may, at any time or times, appoint
transfer agents, transfer clerks, and registrars; and while such appointments,
respectively, are in effect, share certificates shall not be valid unless
countersigned by a transfer agent or transfer clerk, and registered by a
registrar.



          3.   Transfer of shares shall be made upon the proper books of the
Corporation, or of a transfer agent, only upon the surrender, duly endorsed, of
the certificates representing the shares to be transferred.

          4.   (a)      If a share certificate of the Corporation or a written
instrument evidencing any obligation of the Corporation for the unconditional
payment of money, shall be mutilated, lost, stolen, or destroyed, a duplicate
certificate or obligation may be issued, upon such terms and conditions and in
such manner as the Board of Directors shall prescribe, or authorize any officer
or officers of the Corporation to prescribe, for the protection of the
Corporation.

               (b)      Any written instrument evidencing any option or right to
subscribe, to purchase, or otherwise receive shares of the Corporation, may, for
the purposes of this section be considered a share certificate.

                                   ARTICLE VII

                                     NOTICE

          1.   Each shareholder, immediately upon becoming such, shall in
writing furnish to a transfer agent, or transfer clerk of the Corporation, his
or her post office address, and shall promptly give it, him or her written
notice of each change thereof.

          2.   Any notice required by statute or otherwise to be given,
otherwise than by publication in a newspaper, to the shareholders or to
directors, or to any officers of the Corporation, may be given either personally
or by written or printed notices directed to such shareholders, directors, or
officers at their respective addresses appearing on the books of the Corporation
or of a transfer agent of the Corporation, and either deposited in a post office
box, enclosed in a sealed, postpaid envelope, or delivered to a telegraph
company, charges prepaid.

          3.   The presence of any shareholder, in person or by proxy, at any
meeting of shareholders, or of any person at any directors or other meeting,
shall dispense with all notice to him of such meeting.

                                  ARTICLE VIII

                                ORDER OF BUSINESS

          At all meetings of shareholders the order of business unless changed
by action of the shareholders at such meeting shall be as follows:

               (a)      Reading of the minutes of the previous meeting and
                        action thereon.



               (b)      Reports from the directors, President and Treasurer
                        and other officers, and action thereon.

               (c)      Unfinished business.

               (d)      Election of directors.

               (e)      New or miscellaneous business.

                                   ARTICLE IX

                                      SEAL

          The Corporation shall not have a corporate seal.

                                    ARTICLE X

                                    VACANCIES

          1.   In case of any vacancy in the Board of Directors, or in any
of the offices of the Corporation, the same may be filled at any regular or
special meeting of the Board of Directors.

          2.   The office of a director shall become vacant if he dies or
resigns, and the Board of Directors may declare vacant the office of a director.

               (a)      If he be declared of unsound mind by an order of
court or be adjudicated a bankrupt;

               (b)      If he does not qualify within sixty days from the date
of his election by accepting in writing his election to such office, or by
action at a meeting of the Board of Directors.

          3.   The remaining director or directors, though less than a
majority of the whole Board of Directors, may, by a vote of a majority of their
number, fill any vacancy in the Board of Directors for the unexpired term.
Within the meaning of this article a vacancy or vacancies shall be deemed to
exist in case the shareholders shall increase the authorized number of directors
but shall fail at the meeting at which such increase is authorized, or an
adjournment thereof, to elect the additional directors so provided for, or in
case the shareholders fail at any time to elect the full number of authorized
directors.



                                   ARTICLE XI

                                 INDEMNIFICATION

          1.   The Corporation shall indemnify or agree to indemnify any person
who was or is a party to or is threatened to be made a party, to any threatened,
pending, or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right of the
Corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the Corporation as a director, trustee, officer, employee, or agent of another
corporation, domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, or other enterprise, against expenses, including attorneys'
fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.

          2.   The Corporation shall indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee, or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, trustee, officer, employee, or
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, except that no indemnification shall be made in
respect of any claim, issue, or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless, and only to the extent that the court of common
pleas, or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court
shall deem proper.

          3.   To the extent that a director, trustee, officer, employee, or
agent has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in the preceding two paragraphs of this Article,
or in defense of any claim, issue, or matter therein, he shall be indemnified
against expenses, including attorneys' fees, actually and reasonably incurred by
him in connection therewith.

          4.   Any indemnification under paragraphs 1 and 2 of this Article,
unless



ordered by a court, shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
trustee, officer, employee, or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in paragraphs 1 and 2 of
this Article. Such determination shall be made (a) by a majority vote of a
quorum consisting of directors of the Corporation who were not and are not
parties to or threatened with any such action, suit, or proceeding, or (b) if
such a quorum is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by independent legal
counsel other than an attorney, or a firm having associated with it an attorney,
who has been retained by or who has performed services for the Corporation or
any person to be indemnified with the past five years, or (c) by the
shareholders, or (d) by the court of common pleas or the court in which such
action, suit, or proceeding was brought. Any determination made by the
disinterested directors under (a) above or by independent legal counsel under
(b) above of this paragraph shall be promptly communicated to the person who
threatened or brought the action or suit, by or in the right of the Corporation
under paragraph 2 of this Article, and within ten days after receipt of such
notification, such person shall have the right to petition the court of common
pleas of the court in which such action or suit was brought to review the
reasonableness of such determination.

          5.   Expenses, including attorneys' fees, incurred in defending any
action, suit, or proceeding referred to in paragraphs 1 and 2 of this Article
may be paid by the Corporation in advance of the final disposition of such
action, suit, or proceeding as authorized by the directors in the specific case
upon receipt of an undertaking by or on behalf of the director, trustee,
officer, employee, or agent to repay such amount, unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in this Article.

          6.   The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under the Articles of Incorporation or the Code of Regulations or
any agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, trustee, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, the administrators of such a person.

          7.   The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, trustee, officer, employee, or agent of another
corporation, domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, or other enterprise against any liability asserted against him
and incurred by him in such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the OHIO REVISED CODE.

          8.   As used in this Article, references to "Corporation" include
all constituent corporations in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a director, officer,
employee, or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, trustee, officer,
employee, or agent of another corporation, domestic or foreign, nonprofit or for
profit,



partnership, joint venture, trust, or other enterprise shall stand in the same
position under this Article with respect to the new or surviving corporation as
he would if he had served the new or surviving corporation in the same capacity.

                                   ARTICLE XII

                                   AMENDMENTS

          1.   This Code of Regulations may be amended or repealed or a new
Code of Regulations adopted by the affirmative vote of the holders of record of
shares entitling them to exercise a majority of the voting power of the
Corporation, or without a meeting by the written consent of the holders of
record of shares entitling them to exercise the majority of the voting power of
the Corporation.

EX-3.119

                                                                   Exhibit 3.119

                                     BYLAWS


                                    ARTICLE I

                                     OFFICES

         Section 1. PRINCIPAL OFFICE. The principal off ice of the corporation
shall be located at One SeaGate, Toledo, Lucas County, Ohio 43666.

         Section 2. REGISTERED OFFICE. The registered office of the corporation
required by law to be maintained in the State of North Carolina may be, but need
not be, identical with the principal office.

         Section 3. OTHER OFFICES. The corporation may have offices at such
other places, either within or without the State of North Carolina, as the Board
of Directors may designate or as the affairs of the corporation may require from
time to time.


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

         Section 1. PLACE: OF MEETINGS. All meetings of shareholders shall be
held at the principal office of the corporation or at such other place, either
within or without the State of North Carolina, as shall be designated in the
notice of the meeting or agreed upon by a majority of the shareholders entitled
to vote thereat.

         Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be
held annually for the purpose of electing directors of the corporation and for
the transaction of such other business as may be properly brought before the
meeting. If the day fixed for the annual meeting shall be a legal holiday, such
meeting shall be held on the next succeeding business day.

         Section 3. SUBSTITUTE ANNUAL MEETING. If the annual meeting shall not
be held as designated by these bylaws, a substitute annual meeting may be called
in accordance with the provisions of Section 4 of this Article II. A meeting so
called shall be designated and treated for all purposes as the annual meeting.

         Section 4. SPECIAL MEETINGS. Special meetings of the shareholders may
be called at any time by the President, Secretary or Board of Directors of the
corporation or by any shareholder, pursuant to the written request of the
holders of not less than three-fourths (3/4) of all of the shares entitled to
vote at the meeting.

         Section 5. NOTICE OF MEETINGS. Written or printed notice stating the
time and place of the meeting shall be delivered not less than ten nor more than
fifty days


                                       1


before the date of any shareholders' meeting, either personally or by mail, by
or at the direction of the President, the Secretary or other person calling the
meeting, to each shareholder of record entitled to vote at such meeting;
provided that such notice must be given not less than twenty days before the
date of any meeting at which a merger or consolidation is to be considered. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his address as it appears on the
record of shareholders of the corporation, with postage thereon prepaid.

         In the case of a special meeting, the notice of meeting shall
specifically state the purpose or purposes for which the meeting is called, but
in the case of an annual or substitute meeting, the notice of meeting need not
specifically state the business to be transacted thereat unless such a statement
is required by the provisions of the North Carolina Business Corporation Act.

         When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting. When a
meeting is adjourned for less than thirty days in any one adjournment, it is not
necessary to give any notice of the adjourned meeting other than by announcement
at the meeting at which the adjournment is taken.

         Section 6. QUORUM. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders, except that at a substitute
annual meeting of shareholders, the number of shares there represented, either
in person or by proxy, though less than a majority, shall constitute a quorum
for the purpose of such meeting.

         The shareholders present at a duly-organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

         In the absence of a quorum at the opening of any meeting of
shareholders, such meeting may be adjourned from time to time by a vote of the
majority of the shares voting on the motion to adjourn; at any adjourned meeting
at which a quorum is present, any business may be transacted which might have
been transacted at the original meeting.

         Section 7. PROXIES. Shares may be voted either in person or by one or
more agents authorized by a written proxy executed by the shareholder or by his
duly-authorized attorney-in-fact. A proxy is not valid after the expiration of
eleven months from the date of its execution unless the person executing it
specified herein the length of time for which it is to continue in force or
limits its use to a particular meeting, but no proxy shall be valid after ten
years from the date of its execution.

         Section 8. VOTING OF SHARES. Subject to the provisions of Section 4 of
Article III, each outstanding share entitled to vote shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders.


                                       2


         Except in the election of directors as governed by the provisions of
Section 3 of Article III, the vote of a majority of the shares voted on any
matter at a meeting of shareholders at which a quorum is present shall be the
act of the shareholders on that matter, unless the vote of a greater number is
required by law or by the charter or bylaws of this corporation.

         Shares of its own stock owned by the corporation, directly or
indirectly, through a subsidiary corporation or otherwise, or held directly or
indirectly in a fiduciary capacity by it or by a subsidiary corporation, shall
not be voted at any meeting and shall not be counted in determining the total
number of outstanding shares at a given time.

         Section 9. INFORMAL ACTION BY SHAREHOLDERS. Any action which may be
taken at a meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the persons who would be entitled to vote upon such action at a meeting and
filed with the Secretary of the corporation to be kept as part of the corporate
records.


                                   ARTICLE III

                               BOARD OF DIRECTORS

         Section 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by its Board of Directors.

         Section 2. NUMBER, TERM AND QUALIFICATIONS. The number of directors
constituting the initial Board of Directors shall be two. Each director shall
hold office until his death, resignation, retirement, removal, disqualification
or his successor shall have been elected and qualified. Directors need not be
residents of the State of North Carolina or shareholders of the corporation.

         Section 3. ELECTION OF DIRECTORS. Except as provided in Section 6 of
this Article III, the directors shall be elected at the annual meeting of
shareholders, and those persons who receive the highest number of votes shall be
deemed to have been elected. If any shareholder so demands, the election of
directors shall be by ballot.

         Section 4. CUMULATIVE VOTING. Every shareholder entitled to vote at an
election of directors shall have the right to vote the number of shares standing
of record in his name for as many persons as there are directors to be elected
and for whose election he has a right to vote, or to cumulate his votes by
giving one candidate as many votes as the number of such directors multiplied by
the number of his shares shall equal, or by distributing such votes on the same
principle among any number of such candidates. This right of cumulative voting
shall not be exercised unless sane shareholder or proxy holder announces in open
meeting before the voting for the directors starts his intention so to vote
cumulatively, and if such announcement is made, the chair shall declare that all
shares entitled to vote have the right to vote cumulatively


                                       3


and shall, thereupon, grant a recess of not less than one nor more than four
hours, as he may determine, or of such other period of time as is unanimously
then agreed upon.

         Section 5. REMOVAL. Any director may be removed at any time, with or
without cause, by a vote of the shareholders holding a majority of the
outstanding shares entitled to vote at an election of directors. However, unless
the entire Board is removed, an individual director shall not be removed when
the number of shares voting against the proposal for removal would be sufficient
to elect a director if such shares could be voted cumulatively at an annual
election. If any directors are so removed, new directors may be elected at the
same meeting.

         Section 6. VACANCIES. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors,
even though less than a quorum, or by the sole remaining director. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason of an increase in
the authorized number of directors shall be filled only by election at an annual
meeting or at a special meeting of shareholders called for that purpose.

         Section 7. CHAIRMAN OF THE BOARD. There may be a Chairman of the Board
of Directors elected by the directors from their number at any meeting of the
Board. The Chairman shall preside at all meetings of the Board of Directors and
perform such other duties as may be directed by the Board.

         Section 8. COMPENSATION. The Board of Directors may compensate
directors for their services as such and may provide for the payment of any or
all expenses incurred by directors in attending regular and special meetings of
the Board.


                                   ARTICLE IV

                              MEETINGS OF DIRECTORS

         Section 1. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held immediately after, and at the same place as, the annual
meeting of shareholders. In addition, the Board of Directors may provide, by
resolution, the time and place, either within or without the State of North
Carolina, for the holding of additional regular meetings.

         Section 2. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the President or any two directors. Such
meeting may be held either within or without the State of North Carolina, as
filed by the person or persons calling the meeting.

         Section 3. NOTICE OF MEETINGS. Regular meetings of the Board of
Directors may be held without notice.


                                       4


         The person or persons calling a special meeting of the Board of
Directors shall, at least two days before the meeting, give notice thereof by
any usual means of communication. Such notice need not specify the purpose for
which the meeting is called.

         Section 4. WAIVER OF NOTICE. Any director may waive notice of any
meeting. The attendance by a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.

         Section 5. QUORUM. A majority of the number of directors fixed by these
bylaws shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

         Section 6. MANNER OF ACTING. Except as otherwise provided by these
bylaws, the act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.

         Section 7. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his contrary vote is recorded or his dissent is otherwise entered in the minutes
of the meeting or unless he shall file his written dissent to such action with
the person acting as the secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered mail to the Secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.

         Section 8. INFORMATION ACTION BY DIRECTORS. Action taken by a majority
of the directors without a meeting is nevertheless Board action if written
consent to the action in question is signed by all the directors and filed with
the minutes of the proceedings of the Board, whether done before or after the
action so taken.


                                    ARTICLE V

                               EXECUTIVE COMMITTEE

         Section 1. CREATION. The Board of Directors, by resolution adopted by a
majority of the number of directors fixed by these bylaws, may designate two or
more directors to constitute an Executive Committee, which committee, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors in the management of the corporation.

         Section 2. VACANCY. Any vacancy occurring in an Executive Committee
shall


                                       5


be filled by a majority of the number of directors fixed by these bylaws at a
regular or special meeting of the Board of Directors.

         Section 3. REMOVAL. Any member of an Executive Committee may be removed
at any time, with or without cause, by a majority of the number of the directors
fixed by these bylaws.

         Section 4. MINUTES. The Executive Committee shall keep regular minutes
of its proceedings and report the same to the Board when required.

         Section 5. RESPONSIBILITY OF DIRECTORS. The designation of an Executive
Committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility or
liability imposed upon it or him by law.

         If action taken by an Executive Committee is not thereafter formally
considered by the Board, a director may dissent from such action by filing his
written objection with the Secretary with reasonable promptness after learning
of such action.


                                   ARTICLE VI

                                    OFFICERS

         Section 1. OFFICERS OF THE CORPORATION. The officers of the corporation
shall consist of a President, a Secretary, a Treasurer and such Vice Presidents,
Assistant Secretaries, Assistant Treasurers and other officers as the Board of
Directors may from time to time elect. Any two or more offices may be held by
the same person, but no officer may act in more than one capacity where action
of two or more officers is required.

         Section 2. ELECTION AND TERM. The officers of the corporation shall be
elected by the Board of Directors, and each officer shall hold office until his
death, resignation, retirement, removal, disqualification or his successor shall
have been elected and qualified.

         Section 3. COMPENSATION OF OFFICERS. The compensation of all officers
of the corporation shall be fixed by the Board of Directors, and no officer
shall serve the corporation in any other capacity and receive compensation
therefor unless such additional compensation be authorized or ratified by the
Board of Directors.

         Section 4. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board whenever in its judgment the best
interests of the corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.


                                       6


         Section 5. BONDS. The Board of Directors may, by resolution, require
any officer, agent or employee of the corporation to give bond to the
corporation with sufficient sureties, conditioned on the faithful performance of
the duties of his respective office or position, and to comply with such other
conditions as may from time to time be required by the Board of Directors.

         Section 6. PRESIDENT. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders. He shall sign, with the Secretary, an Assistant Secretary or
any other proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general he shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.

         Section 7. VICE PRESIDENTS. In the absence of the President, or in the
event of his death, inability or refusal to act, the Vice Presidents in the
order of their length of service as Vice Presidents, unless otherwise determined
by the Board of Directors, shall perform the duties of the President, and when
so acting shall have all the powers of and be subject to all the restrictions
upon the President. Any Vice President may sign, with the Secretary or an
Assistant Secretary, certificates for shares of the corporation, and shall
perform such other duties as from time to time may be assigned to him by the
President or the Board of Directors.

         Section 8. SECRETARY. The Secretary shall (a) keep the minutes of the
meetings of the shareholders, of the Board of Directors and of all Executive
Committees in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these bylaws or as
required by law; (c) be custodian of the corporate records and of the seal of
the corporation and see that the seal of the corporation is affixed to all
documents the execution of which on behalf of the corporation under its seal is
duly authorized; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign, with the President or a Vice President, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the corporation; (g) keep or cause to be kept in the State of North Carolina at
the corporation' S registered office or principal place of business a record of
the corporation's shareholders, giving the names and addresses of each, and
prepare or cause to be prepared voting lists prior to each meeting of
shareholders as required by law; and (h) in general perform all duties incident
to the office of secretary and such other duties as from time to time may be
assigned by the President or the Board of Directors.


                                       7


         Section 9. ASSISTANT SECRETARIES. In the absence of the Secretary, or
in the event of his death, inability or refusal to act, the Assistant
Secretaries, in the order of their length of service as Assistant Secretary,
unless otherwise determined by the Board of Directors, shall perform the duties
of the Secretary, and when so acting shall have all the powers and be subject to
all the restrictions upon the Secretary. They shall perform such other duties as
may be assigned to them by the Secretary, the President or the Board of
Directors. Any Assistant Secretary may, with the President or a Vice President,
sign certificates for shares of the corporation.

         Section 10. TREASURER. The Treasurer shall (a) have charge and custody
of and be responsible for all funds and securities of the corporation, receive
and give receipts for monies due and payable to the corporation from any source
whatsoever and deposit all such monies in the name of the corporation in such
depositories as shall be selected in accordance with the provisions of Section 4
of Article VII of these bylaws; (b) prepare, or cause to be prepared, a true
statement of the corporation's assets and liabilities as of the close of each
fiscal year, all in reasonable detail, which statement shall be made and filed
at the corporation's registered office or principal place of business in the
State of North Carolina, within four months after the end of such fiscal year,
and thereat kept available for a period of at least ten years; and (c) in
general perform all of the duties incident to the office of treasurer and such
other duties as from time to time may be assigned by the President, the Board of
Directors or these bylaws.

         Section 11. ASSISTANT TREASURERS. In the absence of the Treasurer, or
in the event of his death, inability or refusal to act, the Assistant
Treasurers, in the order of their length of service as Assistant Treasurer,
unless otherwise determined by the Board of Directors, shall perform the duties
of the Treasurer, and when so acting shall have all the powers of and be subject
to all the restrictions upon the Treasurer. They shall perform such other duties
as may be assigned by the Treasurer, the President or the Board of Directors.


                                   ARTICLE VII

                            CONTRACTS, LOANS, CHECKS
                                  AND DEPOSITS

         Section 1. CONTRACTS. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific business.

         Section 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.


                                       8


         Section 3. CHECKS AND DRAFTS. All checks, drafts or other orders for
the payment of money issued in the name of the corporation shall be signed by
such officer or officers, agent or agents of the corporation and in such manner
as shall from time to time be determined by resolution of the Board of
Directors.

         Section 4. DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such depositories as the Board of Directors may select.


                                  ARTICLE VIII

                             CERTIFICATES FOR SHARES
                               AND THEIR TRANSFER

         Section 1. CERTIFICATES FOR SHARES. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. The corporation shall issue and deliver to each shareholder
certificates representing all fully paid shares owned by him. Certificates shall
be signed by the President or a Vice President and by the Secretary or Treasurer
or an Assistant Secretary or an Assistant Treasurer. All certificates for shares
shall be consecutively numbered or otherwise identified. The name and address of
the person to whom the shares represented thereby are issued, with the number
and class of shares and date of issue, shall be entered on the stock transfer
books of the corporation.

         Section 2. TRANSFER OF SHARES. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary, and on surrender
for cancellation of the certificate for such shares.

         Section 3. LOST CERTIFICATE. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
corporation claimed to have been lost or destroyed, upon receipt of an affidavit
of such fact from the person claiming the certificate of stock to have been lost
or destroyed. When authorizing such issue of a new certificate, the Board of
Directors shall require that the owner of such lost or destroyed certificate, or
his legal representative, give the corporation a bond in such sum as the Board
may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate claimed to have been lost or
destroyed, except where the Board of Directors, by resolution, finds that in the
judgment of the directors the circumstances justify omission of a bond.

         Section 4. CLOSING TRANSFER BOOKS AND FIXING RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any


                                       9


dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may provide that the stock transfer books
shall be closed for a stated period, but not to exceed, in any case, fifty days.
If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days imediately receding such meeting.

         In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any such determination of
shareholders, such record date in any case to be not more than fifty days, and
in case of a meeting of shareholders not less than ten days, immediately
preceding the date on which the particular action requiring such determination
of shareholders is to be taken.

         If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders.

         When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof except where the determination has been made
through the closing of the stock transfer books and the stated period of closing
has expired.

         Section 5. HOLDER OF RECORD. The corporation may treat as absolute
owner of shares the person in whose name the shares stand of record on its books
just as if that person had full competency, capacity and authority to exercise
all rights of ownership, irrespective of any knowledge or notice to the contrary
or any description indicating a representative, pledge or other fiduciary
relation or any reference to any other instrument or to the rights of any person
appearing upon its record or upon the share certificate except that any person
furnishing to the corporation proof of his appointment as a fiduciary shall be
treated as if he were a holder of record of its shares.

         Section 6. TREASURY SHARES. Treasury shares of the corporation shall
consist of such shares as have been issued and thereafter acquired but not
cancelled by the corporation. Treasury shares shall not carry voting or dividend
rights.


                                   ARTICLE IX

                               GENERAL PROVISIONS

         Section 1. DIVIDENDS. The Board of Directors may from time to time
declare, and the corporation may pay, dividends on its outstanding shares in
cash, property or its own shares, pursuant to law and subject to the provisions
of its charter.


                                       10


         Section 2. SEAL. The corporate seal of the Corporation shall consist of
two concentric circles between which is the name of the corporation and in the
center of which is inscribed "SEAL," and such seal, as impressed on the margin
hereof, is hereby adopted as the corporate seal of the corporation.

         Section 3. WAIVER OF NOTICE. whenever any notice is required to be
given to any shareholder or director by law, by the charter or by these bylaws,
a waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be equivalent to
the giving of such notice, or a waiver of notice may be indicated by the signing
of the minutes of any shareholders' meeting or the signing of the minutes of any
directors' meeting or by the signing of the Consent to Action without Meeting by
Shareholders of Directors.

         Section 4. FISCAL YEAR. The fiscal year of the corporation shall
commence on January 1 and end on December 31 of each year.

         Section 5. AMENDMENTS. Except as otherwise provided herein, these
bylaws may be amended or repealed and new bylaws may be adopted by the
affirmative vote of a majority of the directors then holding office at any
regular or special meeting of the Board of Directors.

         The Board of Directors shall have no power to adopt a bylaw (1)
requiring more than a majority of the voting shares for a quorum at a meeting of
shareholders or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; (2)
providing for the management of the corporation otherwise than by the Board of
Directors or its Executive Committee; (3) increasing or decreasing the number of
directors; or (4) classifying and staggering the election of directors.

         No bylaw adopted or amended by the shareholders shall be altered or
repealed by the Board of Directors.

         Section 6.  INDEMNIFICATION.

         Any person who at any time serves or has served as a director, officer,
employee or agent of the corporation, or in such capacity at the request of the
corporation for any other corporation, partnership, joint venture, trust or
other enterprise, shall have a right to be indemnified by the corporation to the
fullest extent permitted by law against (a) reasonable expenses, including
attorneys' fees, actually and necessarily incurred by him in connection with any
threatened, pending or completed action, suit or proceedings, whether civil,
criminal, administrative or investigative, and whether or not brought by or on
behalf of the corporation, seeking to hold him liable by reason of the fact that
he is or was acting in such capacity, and (b) reasonable payments made by him in
satisfaction of any judgment, money decree, fine, penalty or settlement for
which he may have become liable in any such action, suit or proceeding.


                                       11


         The Board of Directors of the corporation shall take all such action as
may be necessary and appropriate to authorize the corporation to pay the
indemnification required by this bylaw, including without limitation, to the
extent needed, making a good faith evaluation of the manner in which the
claimant for indemnity acted and of the reasonable amount of indemnity due him
and giving notice to, and obtaining approval by, the shareholders of the
corporation.

         Any person who at any time after the adoption of this bylaw serves or
has served in any of the aforesaid capacities for or on behalf of the
corporation shall be deemed to be doing or to have done so in reliance upon, and
as consideration for, the right of indemnification provided herein. Such right
shall inure to the benefit of the legal representatives of any such person and
shall not be exclusive of any other rights to which such person may be entitled
apart from the provision of this bylaw.





                                       12

EX-3.120

                                                                   EXHIBIT 3.120

                                  B Y - L A W S

                                       OF

                           BROCKWAY REALTY CORPORATION

                          (a Pennsylvania Corporation)

                                   ...ooOoo...

                                    ARTICLE I

                             Offices and Fiscal Year

          Section 1.01. REGISTERED OFFICE. The registered office of the
corporation in the Commonwealth of Pennsylvania shall be at McCullough Avenue,
Brockway, PA 15824 until otherwise established by a vote of a majority of the
board of directors, and a statement of such change is filed with the Department
of State.

          Section 1.02. OTHER OFFICES. The corporation may also have offices at
such other places within or without the Commonwealth of Pennsylvania as the
board of directors may from time to time appoint or the business of the
corporation require.

          Section 1.03. FISCAL YEAR. The fiscal year of the corporation shall
begin on the first day of January in each year.

                                   ARTICLE II

                            Meetings of Shareholders

          Section 2.01. PLACE OF MEETING. All meetings of the shareholders of
the corporation shall be held at the registered office of the corporation unless
another place is designated by the board of directors in the notice of such
meeting.

          Section 2.02. ANNUAL MEETING. The board of directors may fix the date
and time of the annual meeting of the shareholders, but if no such date and time
is fixed by the board the meeting for any calendar year shall be held on the
Fourth Tuesday of April in such year, if not a legal holiday under the laws of
Pennsylvania, and, if a legal holiday, then on the



next succeeding business day, not a Saturday, at ten o'clock a.m., and at said
meeting the shareholders then entitled to vote shall elect directors and shall
transact such other business as may properly be brought before the meeting. If
the annual meeting shall not have been called and held during such calendar
year, any shareholder may call such meeting at any time thereafter.

          Section 2.03. SPECIAL MEETINGS. Special meetings of the shareholders
of the corporation for any purpose or purposes may be called at any time by the
president or by the board of directors, or by shareholders entitled to cast at
least one-fifth of the votes which all shareholders are entitled to cast at the
particular meeting.

          At any time, upon written request of any person or persons who have
duly called a special meeting, which written request shall state the object of
the meeting, it shall be the duty of the secretary to fix the date of the
meeting to be held at such date and time as the secretary may fix, not less than
five nor more than 60 days after the receipt of the request, and to give due
notice thereof. If the secretary shall neglect or refuse to fix the date and
time of such meeting and give notice thereof, the person or persons calling the
meeting may do so.

          Section 2.04. NOTICE OF MEETINGS. Written notice of every meeting of
the shareholders, whether annual or special, shall be given to each shareholder
of record entitled to vote at the meeting, at least five days (ten days in the
case of any annual or special meeting at which there is to be considered any
amendment to the articles of the corporation, the sale of all or substantially
all of its assets, or its merger with or consolidation into any other
corporation) prior to the day named for the meeting. Every notice of a special
meeting shall state briefly the purpose or purposes thereof, and no business,
other than that specified in such notice and matters germane thereto, shall be
transacted at any special meeting without further notice to shareholders not
present in person or by proxy.

          Whenever the language of a proposed resolution is included in a
written notice of a meeting of shareholders the resolution may be adopted at
such meeting with such clarifying or other amendments as do not enlarge its
original purpose without further notice to shareholders not present in person or
by proxy.

                                       -2-


          Section 2.05. QUORUM, MANNER OF ACTING AND ADJOURNMENT. The presence
in person or by proxy of shareholders entitled to cast a majority of the votes
which all shareholders are entitled to cast on the particular matter shall
constitute a quorum for the purpose of considering such matter. Treasury shares
shall not be counted in determining the total number of outstanding shares for
voting purposes at any given time. The shareholders present in person or by
proxy at a duly organized meeting can continue to do business until adjournment,
notwithstanding withdrawal of enough shareholders to leave less than a quorum.

          If a meeting cannot be organized because a quorum has not attended,
the shareholders entitled to vote and present in person or represented by proxy
may adjourn the meeting to such time and place as they may determine. At any
such adjourned meeting at which a quorum may be present such business may be
transacted as might have been transacted at the meeting as originally called. No
notice of any adjourned meeting of the shareholders of the corporation shall be
required to be given, except by announcement at the meeting. In case of any
meeting called for the election of directors, those who attend the second of
such adjourned meetings, although less than a quorum, shall nevertheless
constitute a quorum for the purpose of electing directors. Any meeting at which
directors are to be elected shall be adjourned only from day to day, or for such
longer periods not exceeding 15 days each, as may be directed by shareholders
who are present in person or by proxy and who are entitled to cast at least a
majority of the votes which all such shareholders would be entitled to cast at
an election of directors, until such directors are elected.

          Except as otherwise specified in the articles or these by-laws or
provided by statute, the acts, at a duly organized meeting, of the shareholders
present, in person or by proxy, entitled to cast at least a majority of the
votes which all shareholders present in person or by proxy are entitled to cast
shall be the acts of the shareholders.

          Section 2.06. ORGANIZATION. At every meeting of the shareholders, the
chairman of the board, if there be one, or in the case of vacancy in office or
absence of the chairman of the board, one of the following officers present in
the order stated: the vice chairman of the board, if there be one, the
president, the vice presidents in their order of rank and seniority, or a
chairman chosen by the shareholders entitled to cast a majority of the votes
which all shareholders present in person or by proxy are entitled to cast, shall
act as

                                       -3-


chairman, and the secretary, or, in the absence of the secretary, an assistant
secretary, or in the absence of both the secretary and assistant secretaries, a
person appointed by the chairman, shall act as secretary.

          Section 2.07. VOTING. Every shareholder entitled to vote at a meeting
of shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for the
shareholder by proxy. Every proxy shall be executed in writing by the
shareholder or by the shareholder's duly authorized attorney in fact and filed
with the secretary of the corporation. A proxy, unless coupled with an interest,
shall be revocable at will, notwithstanding any other agreement or any provision
in the proxy to the contrary, but the revocation of a proxy shall not be
effective until notice thereof has been given to the secretary of the
corporation. No unrevoked proxy shall be valid after 11 months from the date of
its execution, unless a longer time is expressly provided therein, but in no
event shall any proxy, unless coupled with an interest, be voted on after three
years from the date of its execution. A proxy shall not be revoked by the death
or incapacity of the maker unless, before the vote is counted or the authority
is exercised, written notice of such death or incapacity is given to the
secretary of the corporation. A shareholder shall not sell a vote or execute a
proxy to any person for any sum of money or anything of value. A proxy coupled
with an interest shall include an unrevoked proxy in favor of a creditor of a
shareholder and such a proxy shall be valid as long as the debt owed by the
shareholder to the creditor remains unpaid.

          Every shareholder of record except the holder of shares which have
been called for redemption and with respect to which an irrevocable deposit of
funds has been made, shall have the right, at every shareholders' meeting, to
such a vote for every share, and to such a fraction of a vote with respect to
every fractional share, of stock of the corporation standing in such
shareholder's name on the books of the corporation as may be provided in the
articles, and to one vote for every share, and to a fraction of a vote equal to
every fractional share, if no express provision for voting rights is made in the
articles. Treasury shares shall not be voted, directly or indirectly, at any
meeting of shareholders or be counted in connection with the expression of
consent or dissent to corporate action in writing without a meeting.

                                       -4-


          Section 2.08. VOTING LISTS. The officer or agent of the corporation
having charge of the transfer books for shares of the corporation shall make, at
least five days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at the meeting, arranged in alphabetical order,
with the address of and the number of shares held by each, which list shall be
kept on file at the registered office of the corporation, and shall be subject
to inspection by any shareholder at any time during usual business hours. If the
corporation has less than 5000 shareholders, such list shall also be produced
and kept open at the time and place of the meeting, and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The original
share ledger or transfer book, or a duplicate thereof, kept in Pennsylvania,
shall be prima facie evidence as to who are the shareholders entitled to examine
such list or share ledger or transfer book, or to vote, in person or by proxy,
at any meeting of shareholders.

          Section 2.09. JUDGES OF ELECTION. The vote upon any matter, including
the election of directors, need not be by ballot. In advance of any meeting of
shareholders the board of directors may appoint judges of election, who need not
be shareholders, to act at such meeting or any adjournment thereof. If judges of
election are not so appointed, the chairman of any such meeting may, and upon
the demand of any shareholder or the shareholder's proxy at the meeting and
before voting begins shall, appoint judges of election. The number of judges
shall be either one or three, as determined, in the case of judges appointed
upon demand of a shareholder, by shareholders present entitled to cast a
majority of the votes which all shareholders present are entitled to cast
thereon. No person who is a candidate for office shall act as a judge. In case
any person appointed as judge fails to appear or fails or refuses to act, the
vacancy may be filled by appointment made by the board of directors in advance
of the  convening  of the  meeting,  or at the  meeting by the  chairman  of the
meeting.

          If judges of election are appointed as aforesaid, they shall determine
the number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, receive votes or ballots, hear and determine all
challenges and questions in any way arising in connection with the right to
vote, count and tabulate all votes, determine the result, and do such acts as
may be proper to conduct the election or vote with fairness to all shareholders.
If there be three judges of election, the decision, act or certificate of a

                                       -5-


majority shall be effective in all respects as the decision, act or certificate
of all.

          On request of the chairman of the meeting or of any shareholder or the
shareholder's proxy, the judges shall make a report in writing of any challenge
or question or matter determined by them, and execute a certificate of any fact
found by them.

          Section 2.10. DETERMINATION OF SHAREHOLDERS OF RECORD. The board of
directors may fix a date, not more than 50 days preceding the date of any
meeting of shareholders, or the date fixed for the payment of any dividend or
distribution, or the date for the allotment of rights, or the date when any
change or conversion or exchange of shares will be made or go into effect, as a
record date for the determination of the shareholders entitled to notice of, or
to vote at, any such meeting, or entitled to receive payment of any such
dividend or distribution, or to receive any such allotment of rights, or to
exercise the rights in respect to any such change, conversion or exchange of
shares; and in such case, if otherwise entitled, all shareholders of record on
the date so fixed, and no others, shall be entitled to notice of, or to vote at,
such meeting, or to receive payment of such dividend or distribution or to
receive such allotment of rights, or exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
any such record date fixed as aforesaid.

          Unless a record date is fixed by the board of directors for such
purpose, transferees of shares which are transferred on the books within ten
days next preceding the date of such meeting shall not be entitled to notice of,
or to vote at, such meeting.

          Section 2.11. CONSENT OF SHAREHOLDERS IN LIEU OF MEETING. Any action
which may be taken at a meeting of the shareholders or of a class of
shareholders of the corporation may be taken without a meeting if a consent or
consents in writing, setting forth the action so taken, shall be signed by all
the shareholders who would be entitled to vote at a meeting of the shareholders
or of a class of shareholders for such purpose and shall be filed with the
secretary of the corporation.

          If the articles so provide any action (except any action with respect
to an amendment of articles or plan under which a class or classes of
shareholders are by statute entitled

                                       -6-


to claim the right to valuation of and payment for their shares) which may be
taken at a meeting of shareholders or of a class of shareholders may be taken
without a meeting, if a consent or consents in writing to such action, setting
forth the action so taken, shall be signed by shareholders entitled to cast
two-thirds of the total number of votes which all shareholders of the
corporation or of a class of shareholders are entitled by the articles to cast
upon such action and shall be filed with the secretary of the corporation. Such
action shall not become effective until after at least ten days' written notice
of such action shall have been given to each shareholder of record entitled to
vote thereon.

                                   ARTICLE III

                               Board of Directors

          Section 3.01. POWERS. The board of directors shall have full power to
conduct, manage, and direct the business and affairs of the corporation; and all
powers of the corporation, except those specifically reserved or granted to the
shareholders by statute or by the articles or these by-laws, are hereby granted
to and vested in the board of directors.

          Section 3.02. QUALIFICATION AND ELECTION. All directors of the
corporation shall be natural persons of full age, but need not be residents of
Pennsylvania or shareholders of the corporation. Except in the case of
vacancies, directors shall be elected by the shareholders. Upon the demand of
any shareholder or the shareholder's proxy at any meeting of shareholders for
the election of directors the chairman of the meeting shall call for and shall
afford a reasonable opportunity for the making of nominations for the office of
director. If the board of directors is classified with respect to the power to
elect directors or with respect to the terms of directors and if, due to a
vacancy or vacancies, or otherwise, directors of more than one class are to be
elected, each class of directors to be elected at the meeting shall be nominated
and elected separately. Any shareholder or the shareholder's proxy may nominate
as many persons for the office of director as there are positions to be filled.
If nominations for the office of director have been called for as herein
provided only candidates who have been nominated in accordance therewith shall
be eligible for election.

          Unless the articles provide for straight voting, in all elections for
directors every shareholder entitled to vote

                                       -7-


shall have the right to multiply the number of votes to which such shareholder
may be entitled by the total number of directors to be elected in the same
election by the holders of the class of shares of which his or her shares are a
part, and may cast the whole number of such votes for one candidate or may
distribute them among any two or more candidates. The candidates receiving the
highest number of votes from each class or group of classes entitled to elect
directors separately up to the number of directors to be elected in the same
election by such class or group of classes shall be elected.

          Section 3.03. NUMBER AND TERM OF OFFICE. The board of directors shall
consist of such number of directors, not less than one nor more than three, as
may be determined from time to time by resolution of the board of directors.
Each director shall serve until the next annual meeting of the shareholders and
until a successor shall have been elected and qualified, except in the event of
death, resignation or removal. The number of directors shall never be less than
three, except that if all the shares of the corporation are owned beneficially
and of record by either one or two shareholders, the number of directors may be
less than three but not less than the number of shareholders.

          Section 3.04. ORGANIZATION. At every meeting of the board of
directors, the chairman of the board, if there be one, or, in the case of a
vacancy in the office or absence of the chairman of the board, one of the
following officers present in the order stated: the vice chairman of the
board, if there be one, the president, the vice presidents in their order of
rank and seniority, or a chairman chosen by a majority of the directors
present, shall preside, and the secretary, or, in the absence of the
secretary, an assistant secretary, or in the absence of the secretary and the
assistant secretaries, any person appointed by the chairman of the meeting,
shall act as secretary.

          Section 3.05. RESIGNATIONS. Any director of the corporation may resign
at any time by giving written notice to the president or the secretary of the
corporation. Such resignation shall take effect at the date of the receipt of
such notice or at any later time specified therein and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

                                       -8-


          Section 3.06. VACANCIES. The board of directors may declare vacant the
office of a director if such director be declared of unsound mind by an order of
court, or convicted of felony, or for any other proper cause, or if within 60
days after notice of election, the director does not accept such office either
in writing or by attending a meeting of the board of directors.

          Any vacancy or vacancies in the board of directors because of death,
resignation, removal in any manner other than under the provisions of Section
3.07 of this Article, disqualification, an increase in the number of directors,
or any other cause, may be filled by a vote of the majority of the remaining
members of the board of directors though less than a quorum, at any regular or
special meeting; and the director or directors so elected shall continue in
office until the next annual election of directors of the corporation and until
their successors shall have been elected and qualified, or until their death,
resignation or removal.

          Section 3.07. REMOVAL. At any special meeting called for the purpose
of removing or electing directors, the entire board of directors, or a class of
the board, where the board is classified with respect to the power to elect
directors, or any individual director may be removed from office without
assigning any cause, by the vote of shareholders entitled to cast at least a
majority of the votes which all shareholders would be entitled to cast at any
annual election of directors or of such class of directors. In case the board or
such class of the board or any one or more directors be so removed, new
directors may be elected at the same meeting. If shareholders are entitled to
vote cumulatively for the board or a class of the board, no individual director
shall be removed, unless the entire board or class of the board be removed, in
case the votes of a sufficient number of shares are cast against the resolution
for a removal, which, if cumulatively voted at an annual election of directors,
would be sufficient to elect one or more directors to the board or to the class.

          Section 3.08. PLACE OF MEETING. The board of directors may hold its
meetings at such place or places within Pennsylvania, or elsewhere as the board
of directors may from time to time appoint, or as may be designated in the
notice calling the meeting.

                                       -9-


          Section 3.09. ORGANIZATION MEETING. Immediately after each annual
election of directors or other meeting at which the entire board of directors is
elected, the newly elected board of directors shall meet for the purpose of
organization, election of officers, and the transaction of other business, at
the place where said election of directors was held. Notice of such meeting need
not be given. Such organization meeting may be held at any other time or place
which shall be specified in a notice given as hereinafter provided for special
meetings of the board of directors.

          Section 3.10. REGULAR MEETINGS. Regular meetings of the board of
directors shall be held at such time and place as shall be designated from time
to time by resolution of the board of directors. If the date fixed for any such
regular meeting be a legal holiday under the laws of the State where such
meeting is to be held, then the same shall be held on the next succeeding
business day, not a Saturday, or at such other time as may be determined by
resolution of the board of directors. At such meetings, the directors shall
transact such business as may properly be brought before the meeting. Notice of
regular meetings need not be given.

          Section 3.11 SPECIAL MEETINGS. Special meetings of the board of
directors shall be held whenever called by the president or by two or more of
the directors. Notice of each such meeting shall be given to each director by
telephone or in writing at least 24 hours (in the case of notice by telephone)
or 48 hours (in the case of notice by mail) before the time at which the meeting
is to be held. Every such notice shall state the time and place of the meeting.

          Notice of any special meeting of the board of directors during any
emergency resulting from warlike damage or an attack on the United States or any
nuclear or atomic disaster shall be given only to such of the directors as it
may be feasible to reach at the time and by such means as may be feasible at the
time, including publication or radio.

          Section 3.12. QUORUM, MANNER OF ACTING, AND ADJOURNMENT. A majority of
the directors in office shall be present at each meeting in order to constitute
a quorum for the transaction of business. Except as otherwise specified in the
articles or these by-laws or provided by statute, the acts of a majority of the
directors present at a meeting at which a quorum is present shall be the acts of
the board of directors. In the absence of a quorum, a majority of the

                                      -10-


directors present may adjourn the meeting from time to time until a quorum be
present, and no notice of any adjourned meeting need be given, other than by
announcement at the meeting. The directors shall act only as a board and the
individual directors shall have no power as such, provided, however, that any
action which may be taken at a meeting of the board may be taken without a
meeting if a consent or consents in writing setting forth the action so taken
shall be signed by all of the directors and shall be filed with the secretary of
the corporation.

          To the extent required to constitute a quorum at any meeting of the
board of directors during any emergency resulting from warlike damage or an
attack on the United States or any nuclear or atomic disaster the officers of
the corporation who are present shall be deemed in order of rank and within the
same rank in order of seniority, directors for such meeting.

          Section 3.13. EXECUTIVE AND OTHER COMMITTEES. The board of directors,
by resolution adopted by a majority of the whole board, may designate an
Executive Committee and one or more other committees, each committee to consist
of two or more directors. The board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member, and the alternate or alternates, if any, designated for such member, of
any committee the member or members thereof present at any meeting and not
disqualified from voting, whether or not the member or members present
constitute a quorum, may unanimously appoint another director to act at the
meeting in the place of any such absent or disqualified member.

          Except as otherwise provided in this section, the Executive Committee
shall have and exercise all of the authority of the board in the management of
the business and affairs of the corporation and any other committee shall have
and exercise the authority of the board to the extent provided in the resolution
designating the committee.

          No such committee of the board shall have the authority of the board
in reference to:

               (1) Amending the by-laws of the corporation;

               (2) Declaring any dividend;

               (3) Issuing any authorized but unissued share;

                                      -11-


               (4) Establishing and designating any class or series of shares
     and fixing and determining the relative rights and preference thereof,
     changing the registered office of the corporation, or otherwise effecting
     any amendment of articles of the corporation; or

               (5) Recommending to the shareholders any plan for the sale, lease
     or exchange of all or substantially all of the property and assets of the
     corporation, any amendment of articles, any plan of merger or
     consolidation, any voluntary dissolution of the corporation or any
     revocation of any election of the corporation to dissolve voluntarily.

          A majority of the directors in office designated to a committee, or
directors designated to replace them as provided in this section, shall be
present at each meeting to constitute a quorum for the transaction of business
and the acts of a majority of the directors in office designated to a committee
or their replacements shall be the acts of the committee.

          Each committee shall keep regular minutes of its proceedings and
report such proceedings periodically to the board of directors.

          Sections 3.10, 3.11 and 3.12 shall be applicable to committees of the
board of directors.

          Section 3.14. INTERESTED DIRECTORS OR OFFICERS; QUORUM. No contract or
transaction between the corporation and one or more of its directors or
officers, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for such reason, or solely because the director or officer is
present at or participates in the meeting of the board which authorizes the
contract or transaction, or solely because his, her or their votes are counted
for such purpose, if:

               (1) The material facts as to such interest and as to the contract
     or transaction are disclosed or are known to the board of directors and the
     board in good faith authorizes the contract or transaction by a vote
     sufficient for such purpose without counting the vote of the interested
     director or directors; or

                                      -12-


               (2) The material facts as to such interest and as to the contract
     or transaction are disclosed or are known to the shareholders entitled to
     vote thereon, and the contract or transaction is specifically approved in
     good faith by vote of the shareholders; or

               (3) The contract or transaction is fair as to the corporation as
     of the time it is authorized, approved or ratified, by the board of
     directors or the shareholders.

          Interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors which authorizes a contract or
transaction specified in this section.

          Section 3.15. FEES. Each director shall be paid such reasonable fee,
if any, as shall be fixed by the board of directors for each meeting of the
board of directors or committee of directors which such director shall attend
and may be paid each other compensation for services as a director as may be
fixed by the board of directors.

                                   ARTICLE IV

                           Notice - Waivers - Meetings

          Section 4.01. NOTICE, WHAT CONSTITUTES. Whenever written notice is
required to be given to any person under the provisions of the articles, these
by-laws, or the Business Corporation Law, it may be given to such person, either
personally or by sending a copy thereof through the mail, or by telegraph,
charges prepaid, to the address of such person appearing on the books of the
corporation, or supplied by such person to the corporation for the purpose of
notice. If the notice is sent by mail or by telegraph, it shall be deemed to
have been given to the person entitled thereto when deposited in the United
States mail or with a telegraph office for transmission to such person. A notice
of a meeting shall specify the place, day and hour of the meeting and in the
case of a special meeting of shareholders, the general nature of the business to
be transacted.

                                      -13-


          Section 4.02. WAIVERS OF NOTICE. Whenever any written notice is
required to be given under the provisions of the articles, these by-laws, or the
Business Corporation Law, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Except in the
case of a special meeting of shareholders, neither the business to be transacted
at, nor the purpose of, the meeting need be specified in the waiver of notice of
such meeting.

          Attendance of a person, either in person or by proxy, at any meeting,
shall constitute a waiver of notice of such meeting, except where a person
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting was not lawfully called or convened.

          Section 4.03. CONFERENCE TELEPHONE MEETINGS. One or more directors or
shareholders may participate in a meeting of the board, of a committee of the
board or of the shareholders by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this section
shall constitute presence in person at such meeting.

                                    ARTICLE V

                                    Officers

          Section 5.01. NUMBER, QUALIFICATIONS AND DESIGNATION. The officers of
the corporation shall be a president, a secretary, a treasurer, and such other
officers as may be elected in accordance with the provisions of Section 5.03 of
this Article. One person may hold more than one office. Officers may but need
not be directors or shareholders of the corporation. The president and secretary
shall be natural persons of full age; the treasurer, however may be a
corporation, but if a natural person shall be of full age. The board of
directors may elect from among the members of the board a chairman of the board
and a vice chairman of the board who shall be officers of the corporation.

          Section 5.02. ELECTION AND TERM OF OFFICE. The officers of the
corporation, except those elected by delegated authority pursuant to Section
5.03 of this Article, shall be elected annually by the board of directors, and
each such officer shall hold office until the next annual organization meeting

                                      -14-


of directors and until a successor shall have been duly chosen and qualified, or
until death, resignation, or removal.

          Section 5.03. SUBORDINATE OFFICERS, COMMITTEES AND AGENTS. The board
of directors may from time to time elect such other officers and appoint such
committees, employees or other agents as the business of the corporation may
require, including one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers, each of whom shall hold
office for such period, have such authority, and perform such duties as are
provided in these by-laws, or as the board of directors may from time to time
determine. The board of directors may delegate to any officer or committee the
power to elect subordinate officers and to retain or appoint employees or other
agents, or committees thereof, and to prescribe the authority and duties of such
subordinate officers, committees, employees or other agents.

          Section 5.04. RESIGNATIONS. Any officer or agent may resign at any
time by giving written notice to the board of directors, or to the president or
the secretary of the corporation. Any such resignation shall take effect at the
date of the receipt of such notice or at any later time specified therein and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

          Section 5.05. REMOVAL. Any officer, committee, employee or other agent
of the corporation may be removed, either for or without cause, by the board of
directors or other authority which elected or appointed such officer, committee
or other agent whenever in the judgment of such authority the best interests of
the corporation will be served thereby.

          Section 5.06. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, shall be filled by
the board of directors or by the officer or committee to which the power to fill
such office has been delegated pursuant to Section 5.03 of this Article, as the
case may be, and if the office is one for which these by-laws prescribe a term,
shall be filled for the unexpired portion of the term.

          Section 5.07. GENERAL POWERS. All officers of the corporation as
between themselves and the corporation, shall, respectively, have such authority
and perform such duties in the management of the property and affairs of the
corporation as may be determined by resolution of the board of directors, or in
the absence of controlling provisions in a resolution

                                      -15-


of the board of directors, as may be provided in these by-laws.

          Section 5.08. THE CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The
chairman of the board or in the absence of the chairman, the vice chairman of
the board, shall preside at all meetings of the shareholders and of the board of
directors, and shall perform such other duties as may from time to time be
requested by the board of directors.

          Section 5.09. THE PRESIDENT. The president shall be the chief
executive officer of the corporation and shall have general supervision over
the business and operations of the corporation, subject however, to the control
of the board of directors. The president shall sign, execute, and acknowledge,
in the name of the corporation, deeds, mortgages, bonds, contracts or other
instruments, authorized by the board of directors, except in cases where the
signing and execution thereof shall be expressly delegated by the board of
directors, or by these by-laws, to some other officer or agent of the
corporation; and, in general, shall perform all duties incident to the office of
president and such other duties as from time to time may be assigned by the
board of directors.

          Section 5.10. THE VICE PRESIDENTS. If one or more vice presidents are
elected pursuant to Section 5.03 of this Article, they shall perform the duties
of the president in the absence of the president and such other duties as may
from time to time be assigned to them by the board of directors or by the
president.

          Section 5.11. THE SECRETARY. The secretary or an assistant secretary
shall attend all meetings of the shareholders and of the board of directors and
shall record all the votes of the shareholders and of the directors and the
minutes of the meetings of the shareholders and of the board of directors and of
committees of the board in a book or books to be kept for that purpose; shall
see that notices are given and records and reports properly kept and filed by
the corporation as required by law; shall be the custodian of the seal of the
corporation and see that it is affixed to all documents to be executed on behalf
of the corporation under its seal; and, in general, shall perform all duties
incident to the office of secretary, and such other duties as may from time to
time be assigned by the board of directors or the president.

                                      -16-


          Section 5.12. THE TREASURER. The treasurer or an assistant treasurer
shall have or provide for the custody of the funds or other property of the
corporation; shall collect and receive or provide for the collection and receipt
of moneys earned by or in any manner due to or received by the corporation;
shall deposit all funds in his or her custody as treasurer in such banks or
other places of deposit as the board of directors may from time to time
designate; shall, whenever so required by the board of directors, render an
account showing all transactions as treasurer, and the financial condition of
the corporation; and, in general, shall discharge such other duties as may from
time to time be assigned by the board of directors or the president.

          Section 5.13. OFFICERS' BONDS. Any officer shall give a bond for the
faithful discharge of the duties of the officer in such sum, if any, and with
such surety or sureties as the board of directors shall require.

          Section 5.14. SALARIES. The salaries of the officers elected by the
board of directors shall be fixed from time to time by the board of directors or
by such officer as may be designated by resolution of the board. The salaries or
other compensation of any other officers, employees and other agents shall be
fixed from time to time by the officer or committee to which the power to elect
such officers or to retain or appoint such employees or other agents has been
delegated pursuant to Section 5.03 of this Article. No officer shall be
prevented from receiving such salary or other compensation by reason of the fact
that the officer is also a director of the corporation.

                                   ARTICLE VI

                      Certificates of Stock, Transfer, Etc.

          Section 6.01. ISSUANCE. The share certificates of the corporation
shall be numbered and registered in the share ledger and transfer books of the
corporation as they are issued. They shall be signed by the president or a vice
president and by the secretary or an assistant secretary or the treasurer or an
assistant treasurer, and shall bear the corporate seal, which may be a
facsimile, engraved or printed; but where such certificate is signed by a
transfer agent or a registrar the signature of any corporate officer upon such
certificate may be a facsimile, engraved or printed. In case any officer who has
signed, or whose facsimile signature has been placed upon any share certificate
shall have ceased to be such officer

                                      -17-


because of death, resignation or otherwise, before the certificate is issued, it
may be issued with the same effect as if the officer has not ceased to be such
at the date of its issue.

          Section 6.02. TRANSFER. Transfers of shares shall be made on the books
of the corporation upon surrender of the certificates therefor, endorsed by the
person named in the certificate or by attorney lawfully constituted in writing.
No transfer shall be made inconsistent with the provisions of the Uniform
Commercial Code, 12A Pa.Cons.Stat. Sections 8-101 et seq., and its amendments
and supplements.

          Section 6.03. SHARE CERTIFICATES. Certificates for shares of the
corporation shall be in such form as provided by statute and approved by the
board of directors. The share record books and the blank share certificate books
shall be kept by the secretary or by any agency designated by the board of
directors for that purpose. Every certificate exchanged or returned to the
corporation shall be marked "Cancelled", with the date of cancellation.

          Section 6.04. RECORD HOLDER OF SHARES. The corporation shall be
entitled to treat the person in whose name any share or shares of the
corporation stand on the books of the corporation as the absolute owner thereof,
and shall not be bound to recognize any equitable or other claim to, or interest
in, such share or shares on the part of any other person.

          Section 6.05. LOST, DESTROYED OR MUTILATED CERTIFICATES. The holder of
any shares of the corporation shall immediately notify the corporation of any
loss, destruction or mutilation of the certificate therefor, and the board of
directors may, in its discretion, cause a new certificate or certificates to be
issued to such holder, in case of mutilation of the certificate, upon the
surrender of the mutilated certificate, or, in case of loss or destruction of
the certificate, upon satisfactory proof of such loss or destruction, and, if
the board of directors shall so determine, the deposit of a bond in such form
and in such sum, and with such surety or sureties, as it may direct.

                                      -18-


                                   ARTICLE VII

                   Indemnification of Directors, Officers and
                        Other Authorized Representatives

          Section 7.01. INDEMNIFICATION OF AUTHORIZED REPRESENTATIVES IN THIRD
PARTY PROCEEDINGS. The corporation shall indemnify any person who was or is an
"authorized representative" of the corporation (which shall mean for purposes of
this Article a director or officer of the corporation, or a person serving at
the request of the corporation as a director, officer, or trustee, of another
corporation, partnership, joint venture, trust or other enterprise) and who was
or is a "party" (which shall include for purposes of this Article the giving of
testimony or similar involvement) or is threatened to be made a party to any
"third party proceeding" (which shall mean for purposes of this Article any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative, other than an action by or in the
right of the corporation) by reason of the fact that such person was or is an
authorized representative of the corporation, against expenses (which shall
include for purposes of this Article attorneys' fees), judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such third party proceeding if such person acted in
good faith and in a manner such person reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal third party proceeding (which shall include for purposes of this
Article any administrative or investigative third party proceeding which could
or does lead to a criminal third party proceeding) had no reasonable cause to
believe such conduct was unlawful. The termination of any third party proceeding
by judgment, order, settlement, indictment, conviction or upon a plea of nolo
contendere or its equivalent, shall not of itself create a presumption that the
authorized representative did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to, the best interests of the
corporation, and, with respect to any criminal third party proceeding, had
reasonable cause to believe that such conduct was unlawful.

          Section 7.02. INDEMNIFICATION OF AUTHORIZED REPRESENTATIVES IN
CORPORATE PROCEEDINGS. The corporation shall indemnify any person who was or is
an authorized representative of the corporation and who was or is a party, or is
threatened to be made a party to any "corporate proceeding" (which shall mean
for purposes of this Article any threatened, pending or

                                      -19-


completed action or suit by or in the right of the corporation to procure a
judgment in its favor or investigative proceeding by the corporation) by reason
of the fact that such person was or is an authorized representative of the
corporation, against expenses actually and reasonably incurred by such person in
connection with the defense or settlement of such corporate action if such
person acted in good faith and in a manner reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of such person's duty to the corporation unless
and only to the extent that the court of common pleas of the county in which the
registered office of the corporation is located or the court in which such
corporate proceeding was pending shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such authorized representative is fairly and reasonably entitled to indemnity
for such expenses which the court of common pleas or such other court shall deem
proper.

          Section 7.03. MANDATORY INDEMNIFICATION OF AUTHORIZED REPRESENTATIVES.
To the extent that an authorized representative of the corporation has been
successful on the merits or otherwise in defense of any third party or corporate
proceeding or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses actually and reasonably incurred by such
person in connection therewith.

          Section 7.04. DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION. Any
indemnification under Sections 7.01, 7.02 or 7.03 of this Article (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the authorized
representative is proper in the circumstances because such person has either met
the applicable standard of conduct set forth in Section 7.01 or 7.02 or has been
successful on the merits or otherwise as set forth in Section 7.03 and that the
amount requested has been actually and reasonably incurred. Such determination
shall be made:

                    (1) By the board of directors by a majority of a quorum
     consisting of directors who were not parties to such third party or
     corporate proceeding, or

                    (2) If such a quorum is not obtainable, or, even if
     obtainable, a majority vote of such a quorum

                                      -20-


     so directs, by independent legal counsel in a written opinion, or

                    (3) By the shareholders.

          Section 7.05. ADVANCING EXPENSES. Expenses actually and reasonably
incurred in defending a third party or corporate proceeding shall be paid on
behalf of an authorized representative by the corporation in advance of the
final disposition of such third party or corporate proceeding as authorized in
the manner provided in Section 7.04 of this Article upon receipt of an
undertaking by or on behalf of the authorized representative to repay such
amount unless it shall ultimately be determined that such person is entitled to
be indemnified by the corporation as authorized in this Article. The financial
ability of such authorized representative to make such repayment shall not be a
prerequisite to the making of an advance.

          Section 7.06. EMPLOYEE BENEFIT PLANS. For purposes of this Article,
the corporation shall be deemed to have requested an authorized representative
to serve an employee benefit plan where the performance by such person of duties
to the corporation also imposes duties on, or otherwise involves services by,
such person to the plan or participants or beneficiaries of the plan; excise
taxes assessed on an authorized representative with respect to an employee
benefit plan pursuant to applicable law shall be deemed "fines"; and action
taken or omitted by such person with respect to an employee benefit plan in the
performance of duties for a purpose reasonably believed to be in the interest of
the participants and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interests of the corporation.

          Section 7.07. SCOPE OF ARTICLE. The indemnification of authorized
representatives, as authorized by the Article, shall (1) not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled under
any statute, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in another
capacity, (2) continue as to a person who has ceased to be an authorized
representative and (3) inure to the benefit of the heirs, executors and
administrators of such a person.

                                      -21-


          Section 7.08. RELIANCE ON PROVISIONS. Each person who shall act as an
authorized representative of the corporation shall be deemed to be doing so in
reliance upon the rights of indemnification provided by this Article.

                                  ARTICLE VIII

                                  Miscellaneous

          Section 8.01. CORPORATE SEAL. The corporation shall have a corporate
seal in the form of a circle containing the name of the corporation, the year of
incorporation and such other details as may be approved by the board of
directors.

          Section 8.02. CHECKS. All checks, notes, bills of exchange or other
orders in writing shall be signed by such person or persons as the board of
directors may from time to time designate.

          Section 8.03. CONTRACTS. Except as otherwise provided in these
by-laws, the board of directors may authorize any officer or officers, agent or
agents, to enter into any contract or to execute or deliver any instrument on
behalf of the corporation, and such authority may be general or confined to
specific instances.

          Section 8.04. DEPOSITS. All funds of the corporation shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies, or other depositaries as the board of directors may approve or
designate, and all such funds shall be withdrawn only upon checks signed by such
one or more officers or employees as the board of directors shall from time to
time determine.

          Section 8.05. REPORTS. The board of directors shall present at the
annual meeting of shareholders a report of the financial condition of the
corporation as of the closing date of the preceding fiscal year. Such report
shall be in such form as shall be approved by the board of directors and shall
be available for the inspection of shareholders at the annual meeting, but the
board of directors shall not be required to cause such report to be sent to the
shareholders. The board of directors may, but shall not be required to, have
such report prepared and verified by an independent certified public accountant
or by a firm of practicing accountants.

                                      -22-


          Section 8.06. CORPORATE RECORDS. There shall be kept at the registered
office or principal place of business of the corporation an original or
duplicate record of the proceedings of the shareholders and of the directors,
and the original or a copy of the by-laws including all amendments or
alterations thereto to date, certified by the secretary of the corporation. An
original or duplicate share register shall also be kept at the registered office
or principal place of business of the corporation, or at the office of a
transfer agent or registrar, giving the names of the shareholders, their
respective addresses and the number and class of shares held by each. The
corporation shall also keep appropriate, complete and accurate books or records
of account, which may be kept at its registered office or at its principal place
of business.

          Every shareholder shall, upon written demand under oath stating the
purpose thereof, have a right to examine, in person or by agent or attorney,
during the usual hours for business, for any proper purpose, the share register,
books or records of account, and records of the proceedings of the shareholders
and directors, and make copies or extracts therefrom. A proper purpose shall
mean a purpose reasonably related to such person's interest as a shareholder. In
every instance where an attorney or other agent shall be the person who seeks
the right to inspection, the demand under oath shall be accompanied by a power
of attorney or such other writing which authorizes the attorney or other agent
to so act on behalf of the shareholder. The demand under oath shall be directed
to the corporation at its registered office in Pennsylvania or at its principal
place of business. Where the shareholder seeks to inspect the books and records
of the corporation, other than its share register or list of shareholders, the
shareholder shall first establish (1) compliance with the provisions of this
section respecting the form and manner of making demand for inspection of such
documents; and (2) that the inspection sought is for a proper purpose. Where the
shareholder seeks to inspect the share register or list of shareholders of the
corporation and has complied with the provisions of this section respecting the
form and manner of making demand for inspection of such documents, the burden of
proof shall be upon the corporation to establish that the inspection sought is
for an improper purpose.

          Section 8.07. AMENDMENT OF BY-LAWS. These by-laws may be amended or
repealed, or new by-laws may be adopted, either (1) by vote of the shareholders
entitled to cast at least a majority of the votes which all shareholders are
entitled to cast thereon at any duly organized annual or special meeting

                                      -23-


of shareholders, or (2), with respect to those matters which are not by statute
reserved exclusively to the shareholders, by vote of a majority of the board of
directors of the corporation in office at any regular or special meeting of
directors. Such proposed amendment, repeal or new by-laws, or a summary thereof,
shall be set forth in any notice of such meeting, whether annual, regular or
special.

                                      -24-

EX-3.121

                                                                   EXHIBIT 3.121

                                     BYLAWS

                                       OF

                         MARTELL MEDICAL PRODUCTS, INC.

                                    ARTICLE I
                                     OFFICES

SECTION 1.  PRINCIPAL EXECUTIVE OFFICE

The principal executive office of the corporation shall be in the City of
Riverside, County of Riverside, State of California.

The corporation may also have offices at such other places as the Board of
Directors may from time to time designate, or as the business of the corporation
may require.

                                   ARTICLE II
                              SHAREHOLDERS' MEETING

SECTION 1.  PLACE OF MEETINGS

All meetings of the shareholders shall be held at the principal executive office
of the corporation or at such other place as may be determined by the Board of
Directors.

SECTION 2.  ANNUAL MEETINGS

AMENDED TO SIXTY DAYS AFTER FYE BY SHARE HOLDERS ON JULY 26, 1995.

The annual meeting of the shareholders shall be held on the penultimate or last
month of the annual year as determined by the Board of Directors, at which time
the Shareholders will transact any proper business.

SECTION 3.  SPECIAL MEETINGS

Special meetings of the shareholders may be called by the President or by one or
more shareholders holding at least ten percent of the voting power of the
corporation.

SECTION 4.  NOTICE OF MEETINGS

Notices of meetings, annual or special, shall be given in writing to
Shareholders entitled to vote at the meeting by the Secretary or an Assistant
Secretary.

Such notices shall be given either personally or by first class mail or other
means of written communication, addressed to the Shareholder at the address of
such Shareholder appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice. Notice shall be given
not less than ten (10) nor more than sixty (60) days before the date of the
meeting.



Such notice shall state the place, date and hour of the meeting and (1) in the
case of a special meeting, the general nature of the business to be transacted,
and that no other business may be transacted, or (2) in the case of an annual
meeting, those matters which the Board at the time of the mailing of the notice,
intends to present for action by the shareholders, but subject to the provisions
of Section 6 of this Article that any proper matter may be presented at the
meeting for such action. The notice of any meeting at which Directors are to be
elected shall include the names of the nominees which, at the time of the
notice, the Board of Directors intends to present for election. Notice of any
adjourned meeting need not be given unless a meeting is adjourned for forty-five
(45) days or more from the date set for the original meeting.

SECTION 5.  WAIVER OF NOTICE

The transactions of any meeting of shareholders, however called and noticed, and
wherever held, are as valid as though had at a meeting duly held after regular
call and notice, if a quorum is present, whether in person or by proxy, and if,
either before or after the meeting, each of the persons entitled to vote, not
present in person or by proxy, signs a written waiver of notice or a consent to
the holding of the meeting or an approval of the minutes thereof. All such
waivers or consents and approvals shall be filed with the corporate records or
made a part of the minutes of the meeting. Neither the business to be transacted
at the meeting, nor the purpose of any regular or special meeting of
shareholders need be specified in any written waiver of notice, except as
provided in Section 6 of this Article.

SECTION 6.  SPECIAL NOTICE AND WAIVER OF NOTICE REQUIREMENT

Except as provided below, any shareholder approval at a meeting with respect to
the following proposals, shall be valid only if the general nature of the
proposal so approved was stated in the notice of meeting, or in any written
waiver of notice:

     1. Approval of a contract or other transaction between the corporation and
one or more of its Directors or between the corporation and any corporation,
firm or association in which one or more of the directors has a material
financial interest, pursuant to Section 310 of the California Corporations Code;

     2. Amendment of the Articles of Incorporation after any shares have been
issued pursuant to Section 902 of the California Corporations Code;

     3. Approval of the principal terms of a reorganization pursuant to Section
1201 of the California Corporations Code;

     4. Election to voluntarily dissolve the corporation pursuant to Section
1900 of the California Corporations Code; and

     5. Approval of a plan of distribution of shares as part of the winding up
of the corporation pursuant to Section 2007 of the California Corporations Code.

Approval of the above proposals at a meeting shall be valid with or without

                                        2


such notice, if by the unanimous approval of those entitled to vote at the
meeting.

SECTION 7.  ACTION WITHOUT MEETING

Any action which may be taken at any annual or special meeting of shareholders
may be taken without a meeting and without prior notice if a consent, in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.

Unless the consents of all shareholders entitled to vote have been solicited in
writing, notice of any shareholders' approval, with respect to any one of the
following proposals, without a meeting, by less than unanimous written consent
shall be given at least ten (10) days before the consummation of the action
authorized by such approval:

     1. Approval of a contract or other transaction between the corporation and
one or more of its Directors or another corporation, firm or association in
which one or more of its directors has a material financial interest, pursuant
to Section 310 of the California Code;

     2. To approve the principal terms of a reorganization, pursuant to Section
1201 of the California Corporations Code; or

     3. Approval of a plan of distribution as part of the winding up of the
corporation pursuant to Section 2007 of the California Corporations Code.

     4. To adopt, amend or approve by laws.

Prompt notice shall be given of the taking of any other corporate action
approved by shareholders without a meeting by less than a unanimous written
consent to those shareholders entitled to vote who have not consented in
writing.

Notwithstanding any of the foregoing provisions of this section, Directors may
not be elected by written consent except by the unanimous written consent of all
shares entitled to vote for the election of Directors.

A written consent may be revoked by a writing received by the corporation prior
to the time that written consents of the number of shares required to authorize
the proposed action have been filed with the Secretary of the corporation, but
may not be revoked thereafter. Such revocation is effective upon its receipt by
the Secretary of the corporation.

SECTION 8.  QUORUM

A majority of the shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. If a quorum is present,
the affirmative vote of the majority of shares represented at the meeting and
entitled to vote on any matter shall be the act of the shareholders, unless the

                                        3

Amended by action of the Shareholders July 24, 1996



vote of a greater number is required by law and except as provided in the
following provisions of this section. One vote will be allowed per share owned
by any given shareholder thus each shareholder will carry the same voting power
as the number of shares held by that shareholder.

The shareholders present at a duly called or held meeting at which a quorum is
present may continue to transact business until adjournment notwithstanding the
withdrawal of enough shareholders to leave less than a quorum, if any action is
approved by at least a majority of the shares required to constitute a quorum.

In the absence of a quorum, any meeting of shareholders may be adjourned from
time to time by the vote of a majority of the shares represented either in
person or by proxy, but no other business may be transacted except as provided
in the foregoing provisions of this section.

SECTION 9.  VOTING

Only persons in whose names shares entitled to vote stand on the record date for
voting purposes fixed by the Board of Directors pursuant to Article VIII,
Paragraph 3 of these Bylaws, or, if there be no such data so fixed, on the
record dates given below, shall be entitled to vote at such meeting.

     If no record date is fixed:

     1. The record date for determining shareholders entitled to notice of, or
to vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.

     2. The record date for determining the shareholders entitled to give
consent to corporate actions in writing without a meeting, when no prior action
by the Board is necessary, shall be the day on which the first written consent
is given.

     3. The record date for determining shareholders for any other purpose shall
be at the close of business on the day on which the Board adopts the resolution
relating thereto, or the 60th day prior to the date of such other action,
whichever is later.

SECTION 10. PROXIES

Every person entitled to vote may authorize another person or persons to act by
proxy with respect to voting by filing a written proxy executed by such person
or his duly authorized agent, with the secretary of the Corporation.

A proxy shall not be valid after the expiration of eleven (11) months from the
date thereof unless otherwise provided in the proxy. Every proxy continues in
full force and effect until revoked by the person executing it prior to the vote
pursuant thereto, except as otherwise provided in Section 705 of the California
Corporations Code.

                                        4


                                   ARTICLE III
                              DIRECTORS, MANAGEMENT

SECTION 1.  POWERS

Subject to any limitations in the Articles of Incorporation and to the
provisions of the California Corporations Code, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised by, or
under the direction of the Board of Directors.

SECTION 2.  NUMBER

The authorized number of Directors shall be determined by a majority of the
outstanding shares entitled to vote; provided, however, that a Bylaw reducing
the fixed number of Directors to a number less than one (1) cannot be adopted
unless in accordance with the provisions of Section 212 of the California
Corporations Code. The authorized number of directors shall be Three.

SECTION 3.  ELECTION AND TENURE OF OFFICE

The Directors shall be elected at the annual meeting of the shareholders and
hold office until the next annual meeting and until their successors have been
elected and qualified.

SECTION 4.  VACANCIES

A vacancy on the Board of Directors shall exist in the case of death,
resignation or removal of any Director, or in case the authorized number of
Directors is increased, or in case the shareholders fail to elect the full,
authorized number of Directors at any annual or special meeting of the
shareholders at which any Director who has been declared of unsound mind by an
order of court, or who has been convicted of a felony.

Except for a vacancy created by the removal of a Director, vacancies on the
Board of Directors may be filled by an unanimous vote of the Directors then in
office, whether or not less than a quorum, or by a sole remaining Director, and
each Director so elected shall hold office until the next annual meeting of the
shareholders and until his successor has been elected and qualified. The
shareholders may elect a Director at any time to fill a vacancy not filled by
the Directors. Any such election by written consent requires the unanimous
consent of the shareholders entitled to vote. Any director may resign effective
upon giving written notice to the Chairman of the Board of Directors, the
President, the Secretary or the Board of Directors of the corporation unless the
notice specifies a later time for the effectiveness of such resignation. If the
resignation is effective at a later time, a successor may be elected to take
office when the resignation becomes effective. Any reduction of authorized
number of Directors does not remove any Director prior to the expiration of such
Director's term in office.

                                        5

Amended by action of the Shareholders July 24, 1996



SECTION 5.  REMOVAL

Any or all of the Directors may be removed if such removal is approved by a
majority of shares entitled to vote, subject to the provisions of Section 303 of
the California Corporation Code.

Except as provided in Sections 302, 303, and 304 of the California Corporations
Code, a Director may not be removed prior to the expiration of such Director's
term of office.

The Superior Court of the proper county may, on the suit of shareholders holding
at least 50 percent of the number of outstanding shares, remove from office any
Director in case of fraudulent or dishonest acts or gross abuse from re-election
any Director so removed for a period prescribed by the court. The corporation
shall be made a party to such action.

SECTION 6.  PLACE OF MEETINGS

Meetings of the Board of Directors shall be held at any place, within or without
the State of California which has been designated in the notice of the meeting,
or, if not stated in the notice or there is no notice, at the principal
executive office of the corporation or as designated from time to time by
resolution of the Board of Directors.

SECTION 7.  CALL AND NOTICE OF MEETINGS

Meetings of the Board of Directors may be called by the Chairman of the Board,
or the President, or Vice President, or Secretary or any two Directors.

Regular meetings of the Board of Directors shall be held with a minimum of ten
days and a maximum of sixty days notice. Special meetings of the Board of
Directors shall be held upon four (4) days notice by mail, or 48 hours notice
delivered personally or by telephone or telegraph. A notice or waiver of notice
need not specify the purpose of any special meeting of the Board of Directors.

SECTION 8.  QUORUM

A quorum of all meetings of the Board of Directors shall be a majority of the
authorized number of Directors.

Every act or decision done or made by a majority of the Directors present at a
meeting duly held at which a quorum is present is the act of the Board, subject
to the provisions of Section 310 and subdivision (e) of Section 317 of the
California Corporations Code. A meeting at which a quorum is initially present
may continue to transact business notwithstanding the withdrawl of Directors, if
any action taken is approved at least a majority of the required quorum for such
meeting.

                                        6

Amended by action of the Shareholders July 24, 1996



SECTION 9.  WAIVER OF NOTICE

The transactions of any meeting of the Board, however called and noticed or
wherever held, are as valid as though had at a meeting duly held after regular
call and notice if a quorum is present and it, either before or after the
meeting, each of the Directors not present signs a written waiver of notice, a
consent to holding the meeting or an approval of the minutes thereof. All such
waivers, consents and approvals shall be filed with the corporate records or
made a part of the minutes of the meeting.

SECTION 10. ACTION WITHOUT MEETING

Any action required or permitted to be taken by the Board may be taken without a
meeting, if a quorum of the Board shall individually or collectively consent in
writing to such action. Such written consent or consents shall be filed with the
minutes of the proceedings of the Board. Such action by written consent shall
have the same force and effect as a vote of such Directors.

SECTION 11. COMPENSATION

No salary shall be paid Directors, as such, for their services, but, by
resolution, the Board of Directors may allow a fixed sum and expenses to be paid
for attendance at regular or special meetings. Nothing contained herein shall
prevent a Director from serving the corporation in any other capacity and
receiving compensation therefore. Members of special or standing committees may
be allowed like compensation for attendance at meetings.

                                   ARTICLE IV
                                    OFFICERS

SECTION 1.  OFFICERS

The officers of the corporation shall be a President, Vice-President, a
Secretary and a Treasurer. The corporation may also have such other officers
with such titles and duties as shall be determined by the Board of Directors.
Any number of offices may be held by the same person.

SECTION 2.  ELECTION

All officers of the corporation shall be chosen by the stock holders. Each
officer shall hold office until his death, resignation or removal or until his
successor shall be chosen and qualified. A vacancy in any office because of
death, resignation or removal or other cause shall be filled by the Board.

SECTION 3.  REMOVAL AND RESIGNATION

An officer may be removed at any time, either with or without cause, by the
Board. An officer may resign at any time upon written notice to the corporation
given to the Board, the President, or the Secretary of the corporation. Any

                                        7


such resignation shall take effect at the day of receipt of such notice or at
any other time specified therein. The acceptance of a resignation shall not be
necessary to make it effective.

SECTION 4.  PRESIDENT

The President shall be the chief executive officer of the corporation and shall
have general supervision, direction and control of the business affairs of the
corporation. He shall preside at all meetings of the shareholders and Directors
and be an ex-officio member of all the standing committees, including the
executive committee, if any, and shall have the general powers and duties of
management usually vested in the office of President of a corporation, and shall
have such other powers and duties as may from time to time be prescribed by the
Board of Directors or the Bylaws.

SECTION 5.  VICE-PRESIDENT

In the absence or disability of the President, the Vice-Presidents, in order of
their rank as fixed by the Board of Directors, or if not ranked, the
Vice-President designated by the Board, shall perform all the duties of the
President, and when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the President. Each Vice-President shall have such
other powers and perform such other duties as may from time to time be
prescribed by the Board of Directors or the Bylaws.

SECTION 6.  SECRETARY

The Secretary shall keep, or cause to be kept, at the principal executive office
of the corporation, a book of minutes of all meetings of Directors and
shareholders, with the time and place of holding, whether regular or special,
and, if special, how authorized, the notice thereof given or the waivers of
notice, the names of those present at Directors' meetings, the number of shares
present or represented at shareholders' meetings and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal executive office
of the corporation, or at the office of the corporation's transfer agent, a
share register, showing the names of the shareholders and their addresses, the
number of classes of shares held by each, the number and date of certificates
issued for shares, and the number and date of cancellation of every certificate
surrendered for cancellation.

The Secretary shall keep, or cause to be kept, at the principal executive office
of the corporation, the original or a copy of the Bylaws as amended or otherwise
altered to date, certified by him.

The Secretary shall give, or cause to be given, notice of all meetings of
shareholders and Directors required to be given by law or the Bylaws.

The Secretary shall have charge of the seal of the corporation and have such
other powers and perform such other duties as may from time to time be
prescribed by the Board or the Bylaws.

                                        8


SECTION 7.  TREASURER

The Treasurer shall keep and maintain or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and
business transactions of the corporation.

The Treasurer shall deposit moneys and other valuables in the name and to the
credit of the corporation with such depositaries as may be designated by the
Board of Directors. He shall disburse the funds of the corporation in payment of
the just demands against the corporation or as may be ordered by the Board of
Directors; shall render to the President and Directors, whenever they request
it, an account of all his transactions as Treasurer and of the financial
condition of the corporation, and shall have such other powers and perform such
other duties as may from time to time be prescribed by the Board of Directors or
the Bylaws.

In the absence or disability of the Treasurer, the Assistant Treasurers, if any,
in order of their rank as fixed by the board of Directors or if not ranked, the
Assistant Treasurer designated by the Board of Directors, shall perform all the
duties of the Treasurer, and when so acting, shall have all the powers of, and
be subject to all the restrictions upon the Treasurer. The Assistant Treasurers,
if any, shall have such other powers and perform such other duties as may from
time to time be prescribed by the Board of Directors or the Bylaws.

SECTION 8.  COMPENSATION

The salaries of the officers shall be fixed, from time to time, by the Board of
Directors.

                                    ARTICLE V
                              EXECUTIVE COMMITTEES

SECTION 1.

The Board may, by resolution adopted by a majority of the authorized number of
Directors, designate one or more committees, each consisting of one or more
Directors, to serve at the pleasure of the Board. Any such committee, to the
extent provided in the resolution of the Board, shall have all the authority of
the Board, except with respect to:

     a. The approval of any action for which this division also requires
shareholders' approval.

     b. The filling of vacancies on the Board or in any committee.

     c. The fixing of compensation of the Directors for serving on the Board or
on any committee.

     d. The amendment or repeal of Bylaws or the adoption of new Bylaws.

     e. The amendment or repeal of any resolution of the Board which by its
express terms is not so amenable or repealable.

                                        9


     f. A distribution to the shareholders of the corporation, except at a rate
or in a periodic amount or within a price range determined by the Board.

     g. The appointment of other committees of the Board or the members thereof.

                                   ARTICLE VI
                          CORPORATE RECORDS AND REPORTS

SECTION 1.  INSPECTION BY SHAREHOLDERS

The share register shall be open to inspection and copying by any shareholder or
holder of a voting trust certificate at any time during usual business hours
upon written demand on the corporation, for a purpose reasonably related to such
holder's interest as a shareholder or holder of a voting trust certificate. Such
inspection and copying under this section may be made in person or by agent or
attorney.

The accounting books and records and minutes of proceedings of the shareholders
and the Board and committees of the Board also shall be open to inspection upon
the written demand on the corporation of any shareholder or holder of a voting
trust certificate at any reasonable time during usual business hours, for a
purpose reasonably related to such holder's interest as a shareholder or as the
holder of such voting trust certificate. Such inspection by a shareholder or
holder of voting trust certificate may be made in person or by agent or
attorney, and the right of inspection includes the right to copy and make
extracts.

Shareholders shall also have the right to inspect the original or copy of these
Bylaws, as mended to date, kept at the corporation's principal executive office
at all reasonable times during business hours.

SECTION 2.  INSPECTION BY DIRECTORS

Every Director shall have the absolute right at any reasonable time to inspect
and copy all books, records and documents of every kind and to inspect the
physical properties of the corporation, domestic or foreign, of which such
person is a Director. Such inspection by a Director may be made in person or by
agent or attorney and the right of inspection includes the right to copy and
make extracts.

SECTION 3.  RIGHT TO INSPECT WRITTEN RECORDS

If any record subject to inspection pursuant to this chapter is not maintained
in written form, a request for inspection is not complied with unless and until
the corporation at its expense makes such record available in written form.

SECTION 4.  WAIVER OF ANNUAL REPORT

The annual report to shareholders, described in Section 1501(a) of the
California Corporations Code is hereby expressly waived.

                                       10


SECTION 5.  CONTRACTS, ETC.

The Board of Directors, except as otherwise provided in the Bylaws, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name and on behalf of the corporation. Such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement, or to pledge
its credit, or to render it liable for any purpose or to any amount.

                                   ARTICLE VII
                       INDEMNIFICATION OF CORPORATE AGENTS

SECTION 1.

The corporation shall indemnify each of its agents against expenses, judgments,
fines, settlements and other amounts, actually and reasonably incurred by such
person by reason of such person's having been made or having been threatened to
be made a party to a proceeding, to the fullest extent permissible by the
provisions of Section 317 of the California Corporations Code. The corporation
shall advance the expenses reasonably expected to be incurred by such agent in
defending any such proceeding upon receipt of the undertaking required by
subdivision (f) of such section. The terms "agent", "proceeding" and "expenses"
used in this Section 1 shall have the same meaning as such terms in said Section
317 of the California Corporations Code.

                                  ARTICLE VIII
                                     SHARES

SECTION 1.  CERTIFICATES

The corporation shall issue certificates for its shares when fully paid.
Certificates of stock shall be issued in numerical order, and state the name of
the recordholder of the shares represented thereby; the number, designation, if
any, and class or series of shares represented thereby and contain any statement
or summary required by an applicable provision of the California Corporations
Code.

Every certificate for shares shall be signed in the name of the corporation by
the Chairman or Vice-Chairman of the Board or the President or Vice-President,
and the Treasurer, the Secretary or an Assistant Secretary.

SECTION 2.  TRANSFER OF SHARES

Upon surrender to the Secretary to transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Secretary of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its share
register.

                                       11


SECTION 3.  RECORD DATE AND CLOSING OF TRANSFER BOOKS

The Board of Directors may fix a time in the future as a record date for the
determination of the shareholders or entitled to receive payment of any dividend
or distribution, or any allotment of rights, or to exercise rights in respect to
any other lawful action. The record date so fixed shall not be more than sixty
(60) nor less than ten (10) days prior to the date of the meeting or event for
the purpose of which it is fixed. When a record date is so fixed, only
shareholders of record on that date are entitled to notice of and to vote at the
meeting or to receive the dividend, distribution, or allotment or rights, or to
exercise the rights as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date.

The Board of Directors may close the books of the corporation against transfers
of shares during the whole or any part of a period of not more than sixty (60)
days prior to the date of a shareholders' meeting, the date when the right to
any dividend, distribution, or allotment of rights vest, or the effective date
of any change, conversion or exchange of shares.

                                   ARTICLE IX
                               AMENDMENT OF BYLAWS

SECTION 1.  BY SHAREHOLDERS

Bylaws may be adopted, amended or repealed by the vote or the written consent of
a majority of the outstanding shares qualified to vote.

                                   CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Bylaws
of the Corporation named in the title thereto and that such Bylaws were duly
adopted by the Board of Directors of said Corporation on the date set forth
below.

     Dated: August 12, 1996

                                             /s/ Allan R. McDonald
                                             -----------------------------------
                                               Allan R. McDonald
                                             Secretary / Treasurer

(seal)

                                       12

Amended by action of the Shareholders July 24, 1996

EX-3.122

                                                                   EXHIBIT 3.122

                                  B Y - L A W S

                                       of

              OWENS - ILLINOIS SPECIALTY PRODUCTS PUERTO RICO, INC.

          The Bylaws are adopted by this Corporation and are supplemental to the
          New Jersey Business Corporation Act as the same shall from time to
          time be in effect.

ARTICLE I.  SHAREHOLDERS AND DIRECTORS

     SECTION 101.1.  PLACE OF SHAREHOLDERS' MEETINGS. All meetings of the
shareholders shall be held at such place or places, within or without the State
of Incorporation, as shall be fixed by the Board of Directors from time to time.

     SECTION 101.2.  ANNUAL SHAREHOLDERS' MEETING. The annual meeting of the
shareholders, for the election of directors and the transaction of such other
business as may properly be brought before such meeting, shall be held on such
date as the Board of Directors may from time to time fix within each fiscal year
of the Corporation.

     SECTION 101.3.  QUORUM. The holders of a majority of the shares of stock
issued and outstanding and entitled to vote, represented in person or by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders present in
person or represented by proxy shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally notified. If a quorum is present,
the affirmative vote of a majority of the shares of stock represented at the
meeting shall be the act of the shareholders unless the vote of a greater number
of shares of stock is required by law or the certificate of incorporation.

     SECTION 101.4.  CONDUCT OF SHAREHOLDERS' MEETINGS. The Chairman of the
Board or President shall preside at all shareholders' meetings. In the absence
of the President, the Chairman of the Board, if any, shall preside or, in his
absence, any officer designated by the Board of Directors. The officer presiding
over the shareholders' meeting may establish such rules and regulations for the
conduct of the meeting as he may deem to be reasonably necessary or desirable
for the orderly and expeditious conduct of the meeting.



     SECTION 102.1.  NUMBER OF DIRECTORS. The Board of Directors shall consist
of not less than three (3) or more than fifteen (15) directors with the actual
number to be fixed by the Board of Directors from time to time.

     SECTION 102.2.  TERM OF DIRECTORS. Each director shall hold office until
the end of the term for which he is elected and until his successor is elected
and qualified, or until his death, resignation or removal, whichever first
occurs.

     SECTION 102.3.  FILLING OF DIRECTORSHIPS. Any directorship to be filled by
reason of an increase in the number of directors or a vacancy shall be filled by
the Board of Directors.

     SECTION 102.4.  COMPENSATION OF DIRECTORS. Unless the Board of Directors
shall otherwise determine, directors shall not be entitled to any compensation
for their services as directors.

     SECTION 103.1.  ANNUAL MEETING OF DIRECTORS. An annual meeting of the Board
of Directors shall be held in each fiscal year of the Company immediately
following the annual meeting of shareholders.

     SECTION 103.2.  MEETING OF DIRECTORS. Regular meetings of the Board of
Directors may be held without notice. Special meetings of the Board of Directors
may be called by the President or by at least one-third of the directors upon
twenty-four hours prior notice. A majority of the members of the Board of
Directors shall constitute a quorum.

     SECTION 103.3.  NOTICE OF SPECIAL MEETING OF DIRECTORS. Whenever notice of
a special meeting of the Board of Directors in required, such notice may be
given by oral communication or by letter, telegram or cable.

     SECTION 103.4.  COMMITTEES. The Board of Directors may appoint from its
members one or more committees, each of which shall have two or more members.

ARTICLE II.  OFFICERS.

     SECTION 201.  THE OFFICERS. The Corporation shall have a President, a
Secretary and a Treasurer, and may have, a Chairman of the Board, one or more
Vice-Presidents, one or more Assistant Secretaries, and one or more Assistant
Treasurers.

     SECTION 202.  ELECTION OF OFFICERS. The Chairman of the Board, if any,
President, Vice-Presidents, if any, Secretary and Treasurer of the Corporation
shall be elected by the Board of Directors at its first meeting held after each
annual meeting of the shareholders. Each officer shall hold office for the term



for which he is elected and until his successor is elected and qualified, or
until his death, resignation or removal, whichever first occurs. Any assistant
officer may be appointed by the Board of Directors or the President at the time,
and for such term as the Board or the President shall designate.

     SECTION 203.  COMPENSATION. Unless otherwise provided by the Board of
Directors, the compensation of officers and assistant officers of the
Corporation shall be fixed by the President.

     SECTION 204.  CHAIRMAN OF THE BOARD/PRESIDENT. As determined by the Board,
the Chairman of the Board or the President shall be the chief executive officer
of the Corporation, and, subject to the control of the Board of Directors and
such limitations as may be provided by the Board of Directors, shall in general
supervise and control all of the business and affairs of the Corporation. As
authorized by the Board of Directors, the Chairman of the Board or President
shall execute and seal, or cause to be sealed, all instruments, requiring such
execution, except to the extent that signing and execution thereof shall have
been expressly delegated by the Board of Directors to some other officer or
agent of the Corporation. Upon request to the Board of Directors, they shall
report to the Board all matters which the interest of the Corporation may
require to be brought to their notice.

     SECTION 205.  VICE-PRESIDENT, SECRETARY, TREASURER AND ASSISTANT OFFICERS.
The Vice-President or Vice-Presidents, Secretary, Treasurer and any Assistant
Secretary or Treasurer shall perform such duties as may be prescribed by the
Chief Executive Officer or the Board of Directors and shall act under the
direction of the Chief Executive Officer.

     At the request of the President, any officer may, in the case of the
President's absence or inability to act, temporarily act in his place. In the
case of the death of the President or his inability to act without having
designated an officer to act temporarily in his place, the officer to perform
the duties of the President shall be designated by the Board of Directors.

ARTICLE III.  INDEMNIFICATION.

     SECTION 301.  MANDATORY INDEMNIFICATION. The Corporation shall, to the full
extent permitted by Section 14A:3-5 of the New Jersey Business Corporation Act,
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding whether civil
or criminal, administrative or investigative, by reason of the fact that he is
or was a director, officer or employee of the Corporation or of any of its
subsidiaries.



     SECTION 302. OPTIONAL INDEMNIFICATION. In all situations in which
indemnification is not mandatory under Section 301 hereof, the Corporation may,
to the full extent permitted by Section 14A:3-5 of the New Jersey Business
Corporation Act, indemnify all persons whom it is empowered to indemnify
pursuant thereto.

ARTICLE IV.  SHARES OF CAPITAL STOCK.

     SECTION 401.  SIGNATURES OF SHARE CERTIFICATES. Except as otherwise
permitted by law, each share certificate shall be signed by the Chairman of the
Board or the President or a Vice-President, and by the Secretary or Treasurer or
an Assistant Secretary or an Assistant Treasurer.

     SECTION 402.  LOST OR DESTROYED CERTIFICATES. Any person claiming a share
certificate to be lost, destroyed or wrongfully taken shall receive a
replacement certificate if said shareholder shall have: (a) requested such
replacement certificate before the Corporation has notice that the shares have
been acquired by a bona fide purchaser; (b) filed with the Stock Transfer Agent
an appropriate indemnify bond; and (c) satisfied any other reasonable
requirements fixed by the Board of Directors.

ARTICLE V.  EMERGENCIES.

     SECTION 501.  EMERGENCY BYLAWS. In the event of any emergency resulting
from an attack on the United States or any nuclear or atomic disaster, and
during the continuance of such emergency, the following Bylaws provisions shall
be in effect, notwithstanding any other provisions of these Bylaws:

          (a)  A meeting of the Board of Directors or of any committee thereof
may be called by an officer or director upon one hour's notice to all persons
entitled to notice whom, in the sole judgment of the notifier, it is feasible to
notify;

          (b)  The director or directors in attendance at the meeting of the
Board of Directors or of any committee thereof shall constitute a quorum; and

          (c)  These Bylaws may be amended or repealed, in whole or in part, by
a majority vote of the directors attending any meeting of the Board of
Directors, provided such amendment or repeal shall only be effective for the
duration of such emergency.

ARTICLE VI.  AMENDMENTS.

     SECTION 601.  AMENDMENT BY SHAREHOLDERS OR BOARD OF DIRECTORS. These bylaws
may be amended or repealed and new bylaws adopted by the Board of Directors or
by the Shareholders.



     SECTION 602.  RECORDING AMENDMENTS. The text of all amendments to these
bylaws shall be attached to the bylaws with a notation of the date of each such
amendment and a notation of whether such amendment was adopted by the
Shareholders or the Board of Directors.

ARTICLE VII. ADOPTION OF BY-LAWS AND RECORD OF AMENDMENTS THERETO.

     SECTION 701.  ADOPTION AND EFFECTIVE DATE. These by-laws have been adopted
as the by-laws of the Corporation this           day of             and shall be
effective as of said date.

     SECTION 702.  AMENDMENTS TO BY-LAWS.

SECTION AMENDED                   DATE AMENDED                  ADOPTED BY

EX-3.123

                                                                   EXHIBIT 3.123

                                     BYLAWS
                                       OF
                                    PDE CORP.

                                   ARTICLE I.
                             OFFICES, CORPORATE SEAL

          Section 1.01.  REGISTERED OFFICE. The registered office of the
corporation in Minnesota shall be that set forth in the Articles of
Incorporation or in the most recent amendment of the Articles of Incorporation
or resolution of the directors filed with the Secretary of State of Minnesota
changing the registered office.

          Section 1.02.  OTHER OFFICES. The corporation may have such other
offices, within or without the State of Minnesota, as the directors shall, from
time to time, determine.

          Section 1.03.  CORPORATE SEAL. The corporation shall have no seal.

                                   ARTICLE II.
                            MEETINGS OF SHAREHOLDERS

          Section 2.01.  PLACE AND TIME OF MEETINGS. Except as provided
otherwise by Minnesota Statutes Chapter 302A, meetings of the shareholders may
be held at any place, within or without the State of Minnesota, as may from time
to time be designated by the directors and, in the absence of such designation,
shall be held at the registered office of the corporation in the State of
Minnesota. The directors shall designate the time of day for each meeting and,
in the absence of such designation, every meeting of shareholders shall be held
at ten o'clock a.m.

          Section 2.02.  REGULAR MEETINGS.

          (a) A regular meeting of the shareholders shall be held on such date
as the Board of Directors shall by resolution establish.

          (b) At a regular meeting the shareholders, voting as provided in the
Articles of Incorporation and these Bylaws, shall designate the number of
directors to constitute the Board of Directors (subject to the authority of the
Board of Directors thereafter to increase or decrease the number of directors as
permitted by law), shall elect qualified successors for directors who serve for
an indefinite term or whose terms have expired or are due to expire within six
months after the date of the meeting and shall transact such other business as
may properly come before them.



          Section 2.03.  SPECIAL MEETINGS. Special meetings of the shareholders
may be held at any time and for any purpose and may be called by the President,
Treasurer, any two or more directors, or by one or more shareholders holding 10%
or more of the shares entitled to vote on the matters to be presented to the
meeting.

          Section 2.04.  QUORUM, ADJOURNED MEETINGS. The holders of a majority
of the shares entitled to vote shall constitute a quorum for the transaction of
business at any regular or special meeting. In case a quorum shall not be
present at a meeting, those present may adjourn the meeting to such day as they
shall, by majority vote, agree upon, and a notice of such adjournment and the
date and time at which such meeting shall be reconvened shall be mailed to each
shareholder entitled to vote at least 5 days before such reconvened meeting. If
a quorum is present, a meeting may be adjourned from time to time without notice
other than announcement at the meeting. At adjourned meetings at which a quorum
is present, any business may be transacted which might have been transacted at
the meeting as originally noticed. If a quorum is present, the shareholders may
continue to transact business until adjournment notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.

          Section 2.05.  VOTING. At each meeting of the shareholders every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy. Each shareholder, unless the Articles of Incorporation or statute
provide otherwise, shall have one vote for each share having voting power
registered in such shareholder's name on the books of the corporation. Jointly
owned shares may be voted by any joint owner unless the corporation receives
written notice from any one of them denying the authority of that person to vote
those shares. Upon the demand of any shareholder, the vote upon any question
before the meeting shall be by ballot. All questions shall be decided by a
majority vote of the number of shares entitled to vote and represented at the
meeting at the time of the vote except if otherwise required by statute, the
Articles of Incorporation, or these Bylaws.

          Section 2.06.  CLOSING OF BOOKS. The Board of Directors may fix a
time, not exceeding 60 days preceding the date of any meeting of shareholders,
as a record date for the determination of the shareholders entitled to notice
of, and to vote at, such meeting, notwithstanding any transfer of shares on the
books of the corporation after any record date so fixed. The Board of Directors
may close the books of the corporation against the transfer of shares during the
whole or any part of such period. If the Board of Directors fails to fix a
record date for determination of the shareholders entitled to notice of, and to
vote at, any meeting of shareholders, the record date shall be the 20th day
preceding the date of such meeting.

          Section 2.07.  NOTICE OF MEETINGS. There shall be mailed to each
shareholder, shown by the books of the corporation to be a holder of

                                       -2-


record of voting shares, at his address as shown by the books of the
corporation, a notice setting out the time and place of each regular meeting and
each special meeting, except where the meeting is an adjourned meeting and the
date, time and place of the meeting were announced at the time of adjournment,
which notice shall be mailed at least five days prior thereto; except that
notice of a meeting at which an agreement of merger or exchange is to be
considered shall be mailed to all shareholders of record, whether entitled to
vote or not, at least fourteen days prior thereto. Every notice of any special
meeting called pursuant to Section 2.03 hereof shall state the purpose or
purposes for which the meeting has been called, and the business transacted at
all special meetings shall be confined to the purpose stated in the notice.

          Section 2.08.  WAIVER OF NOTICE. Notice of any regular or special
meeting may be waived by any shareholder either before, at or after such meeting
orally or in writing signed by such shareholder or a representative entitled to
vote the shares of such shareholder. A shareholder, by his attendance at any
meeting of shareholders, shall be deemed to have waived notice of such meeting,
except where the shareholder objects at the beginning of the meeting to the
transaction of business because the item may not lawfully be considered at that
meeting and does not participate in the consideration of the item at that
meeting.

          Section 2.09.  WRITTEN ACTION. Any action which might be taken at a
meeting of the shareholders may be taken without a meeting if done in writing
and signed by all of the shareholders entitled to vote on that action.

                                  ARTICLE III.
                                    DIRECTORS

          Section 3.01.  GENERAL POWERS. The business and affairs of the
corporation shall be managed by or under the authority of the Board of
Directors, except as otherwise permitted by statute.

          Section 3.02.  NUMBER, QUALIFICATION AND TERM OF OFFICE. Until the
first meeting of shareholders, the number of directors shall be the number named
in the Articles of Incorporation or, if no such number is named therein, the
number elected by the incorporator. Thereafter, the number of directors shall be
established by resolution of the shareholders (subject to the authority of the
Board of Directors to increase or decrease the number of directors as permitted
by law). In the absence of such shareholder resolution, the number of directors
shall be the number last fixed by the shareholders, the Board of Directors, the
incorporator or the Articles of Incorporation. Directors need not be
shareholders. Each of the directors shall hold office until the regular meeting
of shareholders next held after such director's election and until such
director's successor shall have been elected and shall qualify, or until the
earlier death, resignation, removal, or disqualification of such director,
provided; however, that no director shall be elected to a term in excess of
five years.

                                       -3-


          Section 3.03.  BOARD MEETINGS. Meetings of the Board of Directors may
be held from time to time at such time and place within or without the State of
Minnesota as may be designated in the notice of such meeting.

          Section 3.04.  CALLING MEETINGS; NOTICE. Meetings of the Board of
Directors may be called by the Chairman of the Board by giving at least
twenty-four hours' notice, or by any other director by giving at least five
days' notice, of the date, time and place thereof to each director by mail,
telephone, telegram or in person.

          Section 3.05.  WAIVER OF NOTICE. Notice of any meeting of the Board of
Directors may be waived by any director either before, at, or after such meeting
orally or in a writing signed by such director. A director, by his attendance at
any meeting of the Board of Directors, shall be deemed to have waived notice of
such meeting, except where the director objects at the beginning of the meeting
to the transaction of business because the meeting is not lawfully called or
convened and does not participate thereafter in the meeting.

          Section 3.06.  QUORUM. A majority of the directors holding office
immediately prior to a meeting of the Board of Directors shall constitute a
quorum for the transaction of business at such meeting.

          Section 3.07.  ABSENT DIRECTORS. A director may give advance written
consent or opposition to a proposal to be acted on at a meeting of the Board of
Directors. If such director is not present at the meeting, consent or opposition
to a proposal does not constitute presence for purposes of determining the
existence of a quorum, but consent or opposition shall be counted as a vote in
favor of or against the proposal and shall be entered in the minutes or other
record of action at the meeting, if the proposal acted on at the meeting is
substantially the same or has substantially the same effect as the proposal to
which the director has consented or objected.

          Section 3.08.  CONFERENCE COMMUNICATIONS. Any or all directors may
participate in any meeting of the Board of Directors, or of any duly constituted
committee thereof, by any means of communication through which the directors may
simultaneously hear each other during such meeting. For the purposes of
establishing a quorum and taking any action at the meeting, such directors
participating pursuant to this Section 3.08 shall be deemed present in person at
the meeting; and the place of the meeting shall be the place of origination of
the conference telephone conversation or other comparable communication
technique.

          Section 3.09.  VACANCIES; NEWLY CREATED DIRECTORSHIPS. Vacancies in
the Board of Directors of this corporation occurring by reason of death, or
resignation, removal or disqualification shall be filled for the unexpired term
by a majority of the remaining directors of the Board although less than a
quorum; newly created directorships

                                       -4-


resulting from an increase in the authorized number of directors by action of
the Board of Directors as permitted by Section 3.02 may be filled by a majority
vote of the directors serving at the time of such increase; and each director
elected pursuant to this Section 3.09 shall be a director until such director's
successor is elected by the shareholders at their next regular or special
meeting.

          Section 3.10.  REMOVAL. Any or all of the directors may be removed
from office at any time, with or without cause, by the affirmative vote of the
shareholders holding a majority of the shares entitled to vote at an election of
directors except, as otherwise provided by Minnesota Statutes Section 302A.223,
as amended, when the shareholders have the right to cumulate their votes. A
director named by the board of Directors to fill a vacancy may be removed from
office at any time, with or without cause, by the affirmative vote of the
remaining directors if the shareholders have not elected directors in the
interim between the time of the appointment to fill such vacancy and the time of
the removal. In the event that the entire Board or any one or more directors be
so removed, new directors shall elected at the same meeting.

          Section 3.11.  COMMITTEES. A resolution approved by the affirmative
vote of a majority of the Board of Directors may establish committees having the
authority of the board in the management of the business of the corporation to
the extent provided in the resolution. A committee shall consist of one or more
persons, who need not be directors, appointed by affirmative vote of a majority
of the directors present. Committees are subject to the direction and control
of, and vacancies in the membership thereof shall be filled by, the Board of
Directors, except as provided by Minnesota Statutes Section 302A.243.

          A majority of the members of the committee present at a meeting is a
quorum for the transaction of business, unless a larger or smaller proportion or
number is provided in a resolution approved by the affirmative vote of a
majority of the directors present.

          Section 3.12.  WRITTEN ACTION. Any action which might be taken at a
meeting of the Board of Directors, or any duly constituted committee thereof,
may be taken without a meeting if done in writing and signed by all of the
directors or committee members, unless the Articles provide otherwise and the
action need not be approved by the shareholders.

          Section 3.13.  COMPENSATION. Directors who are not salaried officers
of this corporation shall receive such fixed sum per meeting attended or such
fixed annual sum as shall be determined, from time to time, by resolution of the
Board of Directors. The Board of Directors may, by resolution, provide that all
directors shall receive their expenses, if any, of attendance at meetings of the
Board of Directors or any committee thereof. Nothing herein contained shall be
construed to preclude any director from serving this corporation in any other
capacity and receiving proper compensation therefor.

                                       -5-


                                   ARTICLE IV.
                                    OFFICERS

          Section 4.01.  NUMBER. The officers of the corporation shall consist
of a Chairman of the Board (if one is elected by the Board), the President, one
or more Vice Presidents (if desired by the Board), a Treasurer, a Secretary (if
one is elected by the Board) and such other officers and agents as may, from
time to time, be elected by the Board of Directors. Any number of offices may be
held by the same person.

          Section 4.02.  ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The Board
of Directors shall elect or appoint, by resolution approved by the affirmative
vote of a majority of the directors present, from within or without their
number, the President, Treasurer and such other officers as may be deemed
advisable, each of whom shall have the powers, rights, duties, responsibilities,
and terms in office provided for in these Bylaws or a resolution of the Board of
Directors not inconsistent therewith. The President and all other officers who
may be directors shall continue to hold office until the election and
qualification of their successors, notwithstanding an earlier termination of
their directorship.

          Section 4.03.  REMOVAL AND VACANCIES. Any officer may be removed from
his office by the Board of Directors at any time, with or without cause. Such
removal, however, shall be without prejudice to the contract rights of the
person so removed. If there be a vacancy among the officers of the corporation
by reason of death, resignation or otherwise, such vacancy shall be filled for
the unexpired term by the Board of Directors.

          Section 4.04.  CHAIRMAN OF THE BOARD. The Chairman of the Board, if
one is elected, shall preside at all meetings of the shareholders and directors
and shall have such other duties as may be prescribed, from time to time, by the
Board of Directors.

          Section 4.05.  PRESIDENT. The President shall be the chief executive
officer and shall have general active management of the business of the
corporation. In the absence of the Chairman of the Board, he shall preside at
all meetings of the shareholders and directors. He shall see that all orders and
resolutions of the Board of Directors are carried into effect. He shall execute
and deliver, in the name of the corporation, any deeds, mortgages, bonds,
contracts or other instruments pertaining to the business of the corporation
unless the authority to execute and deliver is required by law to be exercised
by another person or is expressly delegated by the Articles or Bylaws or by the
Board of Directors to some other officer or agent of the corporation. He shall
maintain records of and, whenever necessary, certify all proceedings of the
Board of Directors and the shareholders, and in general, shall perform all
duties usually incident to the office of the President. He shall have such other
duties as may, from time to time, be prescribed by the Board of Directors.

                                       -6-


          Section 4.06.  VICE PRESIDENT. Each Vice President, if one or more are
elected, shall have such powers and shall perform such duties as prescribed by
the Board of Directors or by the President. In the event of the absence or
disability of the President, the Vice President(s) shall succeed to his power
and duties in the order designated by the Board of Directors.

          Section 4.07.  SECRETARY. The Secretary, if one is elected, shall be
secretary of and shall attend all meetings of the shareholders and Board of
Directors and shall record all proceedings of such meetings in the minute book
of the corporation. He shall give proper notice of meetings of shareholders and
directors. He shall perform such other duties as may, from time to time, be
prescribed by the Board of Directors or by the President.

          Section 4.08.  TREASURER. The Treasurer shall be the chief financial
officer and shall keep accurate financial records for the corporation. He shall
deposit all moneys, drafts and checks in the name of, and to the credit of, the
corporation in such banks and depositaries as the Board of Directors shall, from
time to time, designate. He shall have power to endorse, for deposit, all notes,
checks and drafts received by the corporation. He shall disburse the funds of
the corporation, as ordered by the Board of Directors, making proper vouchers
therefor. He shall render to the President and the directors, whenever
requested, an account of all his transactions as Treasurer and of the financial
condition of the corporation, and shall perform such other duties as may, from
time to time, be prescribed by the Board of Directors or by the President.

          Section 4.09.  COMPENSATION. The officers of this corporation shall
receive such compensation for their services as may be determined, from time to
time, by resolution of the Board of Directors.

                                   ARTICLE V.
                            SHARES AND THEIR TRANSFER

          Section 5.01.  CERTIFICATES FOR SHARES. All shares of the corporation
shall be certificated shares. Every owner of shares of the corporation shall be
entitled to a certificate, to be in such form as shall be prescribed by the
Board of Directors, certifying the number of shares of the corporation owned by
such shareholder. The certificates for such shares shall be numbered in the
order in which they shall be issued and shall be signed, in the name of the
corporation, by the President and by the Secretary or an Assistant Secretary or
by such officers as the Board of Directors may designate. If the certificate is
signed by a transfer agent or registrar, such signatures of the corporate
officers may be by facsimile if authorized by the Board of Directors. Every
certificate surrendered to the corporation for exchange or transfer shall be
cancelled, and no new certificate or certificates shall be issued in exchange
for any existing certificate until such existing

                                       -7-


certificate shall have been so cancelled, except in cases provided for in
Section 5.04.

          Section 5.02.  ISSUANCE OF SHARES. The Board of Directors is
authorized to cause to be issued shares of the corporation up to the full amount
authorized by the Articles of Incorporation in such amounts as may be determined
by the Board of Directors and as may be permitted by law. No shares shall be
allotted except in consideration of cash or other property, tangible or
intangible, received or to be received by the corporation under a written
agreement, of services rendered or to be rendered to the corporation under a
written agreement, or of an amount transferred from surplus to stated capital
upon a share dividend. At the time of such allotment of shares, the Board of
Directors making such allotments shall state by resolution, their determination
of the fair value to the corporation in monetary terms of any consideration
other than cash for which shares are allotted.

          Section 5.03.  TRANSFER OF SHARES. Transfer of shares on the books of
the corporation may be authorized only by the shareholder named in the
certificate, or the shareholder's legal representative, or the shareholder's
duly authorized attorney-in-fact, and upon surrender of the certificate or the
certificates for such shares. The corporation may treat as the absolute owner of
shares of the corporation, the person or persons in whose name shares are
registered on the books of the corporation.

          Section 5.04.  LOSS OF CERTIFICATES. Except as otherwise provided by
Minnesota Statutes Section 302A.419, any shareholder claiming a certificate for
shares to be lost, stolen, or destroyed shall make an affidavit of that fact in
such form as the Board of Directors shall require and shall, if the Board of
Directors so requires, give the corporation a bond of indemnity in form, in an
amount, and with one or more sureties satisfactory to the Board of Directors, to
indemnify the corporation against any claim which may be made against it on
account of the reissue of such certificate, whereupon a new certificate may be
issued in the same tenor and for the same number of shares as the one alleged to
have been lost, stolen or destroyed.

                                   ARTICLE VI.
                             DIVIDENDS, RECORD DATE

          Section 6.01.  DIVIDENDS. Subject to the provisions of the Articles of
Incorporation, of these Bylaws, and of law, the Board of Directors may declare
dividends whenever, and in such amounts as, in its opinion, are deemed
advisable.

          Section 6.02.  RECORD DATE. Subject to any provisions of the Articles
of Incorporation, the Board of Directors may fix a date not exceeding 100 days
preceding the date fixed for the payment of any dividend as the record date for
the determination of the shareholders

                                       -8-


entitled to receive payment of the dividend and, in such case, only shareholders
of record on the date so fixed shall be entitled to receive payment of such
dividend notwithstanding any transfer of shares on the books of the corporation
after the record date. The Board of Directors may close the books of the
corporation against the transfer of shares during the whole or any part of such
period.

                                  ARTICLE VII.
                         BOOKS AND RECORDS, FISCAL YEAR

          Section 7.01.   SHARE REGISTER. The Board of Directors of the
corporation shall cause to be kept at its principal executive office, or at
another place or places within the United States determined by the board:

          (1)  a share register not more than one year old, containing the names
               and addresses of the shareholders and the number and classes of
               shares held by each shareholder; and

          (2)  a record of the dates on which certificates or transaction
               statements representing shares were issued.

          Section 7.02.  OTHER BOOKS AND RECORDS. The Board of Directors shall
cause to be kept at its principal executive office, or, if its principal
executive office is not in Minnesota, shall make available at its registered
office within ten days after receipt by an officer of the corporation of a
written demand for them made by a shareholder or other person authorized by
Minnesota Statutes Section 302A-461, originals or copies of:

          (1)  records of all proceedings of shareholders for the last three
               years;

          (2)  records of all proceedings of the board for the last three years;

          (3)  its articles and all amendments currently in effect;

          (4)  its bylaws and all amendments currently in effect;

          (5)  financial statements required by Minnesota Statutes Section
               302A.463 and the financial statements for the most recent interim
               period prepared in the course of the operation of the corporation
               for distribution to the shareholders or to a governmental agency
               as a matter of public record;

          (6)  reports made to shareholders generally within the last three
               years;

                                       -9-


          (7)  a statement of the names and usual business addresses of its
               directors and principal officers;

          (8)  any shareholder voting or control agreements of which the
               corporation is aware; and

          (8)  such other records and books of account as shall be necessary and
               appropriate to the conduct of the corporate business.

          Section 7.03. FISCAL YEAR. The fiscal year of the corporation shall be
determined by the Board of Directors.

                                  ARTICLE VIII.
                          LOANS, GUARANTEES, SURETYSHIP

          Section 8.01.  The corporation may lend money to, guarantee an
obligation of, become a surety for, or otherwise financially assist a person if
the transaction, or a class of transactions to which the transaction belongs, is
approved by the affirmative vote of a majority of the directors present, and:

          (1)  is in the usual and regular course of business of the
               corporation;

          (2)  is with, or for the benefit of, a related corporation, an
               organization in which the corporation has a financial interest,
               an organization with which the corporation has a business
               relationship, or an organization to which the corporation has the
               power to make donations;

          (3)  is with, or for the benefit of, an officer or other employee of
               the corporation or a subsidiary, including an officer or employee
               who is a director of the corporation or a subsidiary, and may
               reasonably be expected, in the judgment of the board, to benefit
               the corporation; or

          (4)  has been approved by the affirmative vote of the holders of
               two-thirds of the outstanding shares.

The loan, guarantee, surety contract or other financial assistance may be with
or without interest, and may be unsecured, or may be secured in the manner as a
majority of the directors approve, including, without limitation, a pledge of or
other security interest in shares of the corporation. Nothing in this section
shall be deemed to deny, limit or restrict the powers of guaranty or warranty of
the corporation at common law or under a statute of the State of Minnesota.

                                      -10-


                                   ARTICLE IX.
                       INDEMNIFICATION OF CERTAIN PERSONS

          Section 9.01.  The corporation shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent as permitted by Minnesota Statutes Section 302A.521, as now enacted or
hereafter amended.

                                   ARTICLE X.
                                   AMENDMENTS

          Section 10.01. These Bylaws may be amended or altered by a vote of the
majority of the whole Board of Directors at any meeting, provided that notice of
such proposed amendment shall have been given in the notice given to the
directors of such meeting. Such authority in the Board of Directors is subject
to the power of the shareholders to change or repeal such Bylaws by a majority
vote of the shareholders present or represented at any regular or special
meeting of shareholders called for such purpose, and the Board of Directors
shall not make or alter any Bylaws fixing a quorum for meetings of shareholders,
prescribing procedures for removing directors or filling vacancies in the Board
of Directors, or fixing the number of directors or their classifications,
qualifications, or terms of office, except that the Board of Directors may adopt
or amend any Bylaw to increase their number.

                                   ARTICLE XI.
                         SECURITIES OF OTHER CORPORATIONS

          Section 11.01. VOTING SECURITIES HELD BY THE CORPORATION. Unless
otherwise ordered by the Board of Directors, the President shall have full power
and authority on behalf of the corporation (a) to attend any meeting of security
holders of other corporations in which the corporation may hold securities and
to vote such securities on behalf of this corporation; (b) to execute any proxy
for such meeting on behalf of the corporation; or (c) to execute a written
action in lieu of a meeting of such other corporation on behalf of this
corporation. At such meeting, the President shall possess and may exercise any
and all rights and powers incident to the ownership of such securities that the
corporation possesses. The Board of Directors may, from time to time, grant such
power and authority to one or more other persons and may remove such power and
authority from the President upon any other person or persons.

          Section 11.02. PURCHASE AND SALE OF SECURITIES. Unless otherwise
ordered by the Board of Directors, the President shall have full power and
authority on behalf of the corporation to purchase, sell, transfer or encumber
any and all securities of any other corporation owned by the corporation, and
may execute and deliver such documents as may be necessary to effectuate such
purchase, sale, transfer or encumbrance. The Board of Directors may, from time
to time, confer like powers upon any other person or persons.

                                      -11-


                                  ARTICLE XII.
                      RESTRICTIONS UPON TRANSFER OF SHARES

          Section 12.01. Each holder of a common share or shares (hereinafter
referred to as "shares") of the corporation, upon acquiring the same in any
manner, thereby and hereby gives and grants, upon the terms and conditions
herein stated, to the corporation and to its shareholders an irrevocable right
and option to purchase the share or shares so acquired by such holder.

          Section 12.02. Such irrevocable right and option shall be exercisable
as hereinafter provided upon the occurrence of any one or more of the following
events (hereinafter referred to as "Purchase Events"):

          A. the death of any shareholder, except as provided below;

          B. the appointment by a court of competent jurisdiction or otherwise
of a receiver, a trustee, or assignee of any shareholder of his property;

          C. the voluntary application of any shareholder for relief under any
act of congress or any of the laws of the several states, now or hereinafter
enacted, providing for the relief of debtors;

          D. the expiration of thirty (30) days immediately following the date
upon which a judgment entered in a court of record against any shareholder
becomes final, provided such judgment remains unsatisfied;

          E. the institution of a levy, garnishment of attachment involving the
shares of any shareholder;

          F. the expressed desire of any shareholder to sell, assign, pledge,
transfer, or otherwise dispose of or encumber any share or shares of the
corporation owned by him.

               Any shareholder may, notwithstanding the provisions of Section
12.02, transfer or dispose of his shares by testamentary disposition, or by
virtue of the laws of descent in case of intestacy to his or her spouse, or to a
trustee for the benefit of his or her spouse, without giving rise to the
foregoing purchase option; but the shares so transferred shall continue, in the
hands of such beneficiary or distributee, to be subject to the provisions of
this Article XII as to any supervening transaction, with the same effect as if
such shares were still owned and held by the decedent. However, if by bequest or
distribution, any shares pass or are ordered or decreed by any Court of Probate
jurisdiction to anyone except the shareholder's spouse, the corporation and its
shareholders shall have the right and option to purchase the same for a sum
equal to the value of such shares as calculated according to Section 12.03(F).

                                      -12-


          Section 12.03. Such irrevocable right and option shall be exercisable
upon the occurrence of any one or more Purchase Events in the following manner
and upon the following terms (provided that nothing herein shall prohibit the
exercise of this option where a Purchase Event has occurred but no notice of a
Purchase Event has been served as provided below):

               A. Upon the happening of any Purchase Event and before any sale,
assignment, pledge, transfer or other disposition or encumbrance of any share or
shares of the corporation may be made, written notice of the occurrence of said
Purchase Event shall be given by or on behalf of the holder or holders of said
share or shares by registered mail to the corporation at its then principal
place of business, which notice shall specify the number of shares affected by
the Purchase Event, the certificate or certificates evidencing the same and the
Purchase Event.

               B. The corporation shall have, within the thirty (30) days next
following the receipt by it of such notice of Purchase Event (hereinafter
referred to as the "First Purchase Period"), an option to purchase all or any
part of the share or shares referred to in said notice from the holder or
holders thereof at the price per share and upon the terms hereinafter stated.

               C. If the corporation fails to exercise its option with respect
to any or all of the shares referred to in said notice of Purchase Event, each
of the shareholders of the corporation, except the shareholder giving said
notice, shall have the option to purchase, at the price per share and upon the
terms and conditions hereinafter stated, his pro rata share of the shares
specified in said notice which the corporation does not purchase (calculated to
the nearest full share), which option shall continue for a period of thirty (30)
days next following the expiration of the First Purchase Period (hereinafter
referred to as the ("Second Purchase Period"). The Board of Directors shall
calculate the number of shares (to the nearest full share) which each of the
shareholders shall be entitled to purchase and the purchase price per
share as hereinafter determined, and shall give written notice on or before the
expiration of said First Purchase Period to each of the shareholders of the
corporation at his address, as the same then appears on the books and records of
the corporation, setting forth: (a) that a notice of Purchase Event has been
received from a shareholder, naming him; (b) the number of shares referred to
in such notice of Purchase Event; (c) the number of shares, if any, to be
purchased by the corporation from said shareholder as a result of such notice of
Purchase Event; (d) the number of shares which each shareholder shall be
entitled to purchase pursuant to this option; (e) the purchase price per share;
and (f) the date on which the option to purchase such shares must be exercised,
which date shall be five (5) days prior to the expiration of said Second
Purchase Period. On or before the date specified in such notice to shareholders
as the expiration date for the exercise of their option to purchase such shares,
each shareholder desiring to purchase any

                                      -13-


such shares, shall give written notice thereof by registered mail to the
corporation at its then principal place of business specifying the number of
shares which the shareholder is willing to purchase, which number may be the
same as or more or less than the number of shares which is offered to such
shareholder pursuant to said notice. The difference between the number of shares
offered each shareholder and the number which he has given notice that he
desires to purchase shall be referred to as "under-subscribed shares" or
"over-subscribed shares" as the case may be. Under-Subscribed shares shall be
allotted among those shareholders who give notice of a desire to purchase
under-subscribed shares in an amount equal to the proportion which the
over-subscription of each over-subscribing shareholders bears to the total
subscriptions.

               D. Not less than five (5) days prior to the expiration of said
Second Purchase Period, each shareholder who desires to exercise this option
shall deliver to the corporation the purchase price, determined as hereinafter
provided with respect to the share or shares allotted to him pursuant to this
option. The sum so received shall be held by the corporation in trust to be paid
to the shareholder giving such notice of Purchase Event, or his legal
representative, upon receipt of a certificate or certificates, duly endorsed in
blank and with signature duly guaranteed.

               E. On or before the date for exercise of this option, the
corporation shall notify the shareholder or person who gave such notice of
Purchase Event at his address, as the same then appears upon the books and
records of the corporation, that this option has been exercised, and the name
and address of the person or persons exercising the same. Within twenty-four
(24) hours of the receipt thereof, the holder of said shares or his legal
representative shall deliver the certificate of certificates evidencing the same
to the corporation at its then principal place of business, duly endorsed in
blank and with signature duly guaranteed, upon delivery to said holder or his
legal representative of the purchase price, determined as hereinafter provided,
for the shares so delivered.

               F. The amount to be paid per share for any and all shares
purchased pursuant to this option, shall be the book value per share, at the
close of the most recent month preceding the occurence of the Purchase Event,
as determined by any independent certified public accountant, who may be the one
who regularly examines the financial statements of the corporation, selected by
the Board of Directors; provided, however, that if the corporation shall have
had made by an independent appraiser selected by the accountant an appraisal of
any of its physical assets and such appraisal shall have been accepted by the
Board of Directors of the corporation as fairly representing the value of such
assets, the value of the physical assets covered by such appraisal shall be not
the book value thereof but rather the value thereof set forth in such appraisal.

                                      -14-


               G. The purchase price shall be paid by each purchaser issuing a
down payment of one-fifth (1/5th) of that portion of the purchase price for
which he is responsible and by giving a note for the balance payable to the
seller in four (4) equal annual installments without interest, the first of
which shall be due one (1) year after the down payment was made.

               H. Nothing contained herein shall be construed to obligate this
corporation to pay to the shareholder giving such notice of Purchase Event, or
any one claiming under or through him, any part of the purchase price payable by
a shareholder exercising this option except to the extent that the same is
received from such a shareholder.

               I. In the event the corporation and the shareholders of the
corporation do not purchase all of the shares covered by a notice of Purchase
Event, the person giving the same may sell, assign, transfer, pledge, or
otherwise dispose of the balance of such shares, free and clear of the terms and
conditions hereof at any time within sixty (60) days following the expiration of
the Second Purchase Period, but each person acquiring any of such shares shall
acquire the same subject to all the terms and conditions of this Article XII.
After the expiration of such sixty (60) day period, any shares not disposed of
by the person giving such notice of Purchase Event shall again become subject to
all the terms and conditions of this Article XII.

          Section 12.04. No sale, assignment, pledge, transfer, or other
disposition or encumbrance of any shares of the corporation, whether voluntary
or involuntary, by operation of law or otherwise, shall be valid for any purpose
whatsoever without first complying with the terms and conditions of this Bylaw,
and any attempt thereat shall be null and void. Any and all claims, liens or
interests, now or hereafter secured or imposed by legal action or otherwise, in,
to, or upon the shares of the corporation by any creditor or creditors of the
holder thereof shall be subject to and limited by all of the terms and
conditions hereof.

          Section 12.05. Each certificate representing a share or shares of the
corporation shall contain on the face thereof the following notice:

               "Any sale, assignment, transfer, pledge, or other disposition of
the shares evidenced by this certificate, whether voluntary or involuntary, is
subject to restrictions by virtue of any option to purchase said shares vested
in the corporation and in the holders of its shares, all as set forth in the
Bylaws of the corporation and to all of which the holder by acceptance hereof
assents."

                                      -15-

EX-3.124

                                                                   EXHIBIT 3.124



                                 MEMBER BY-LAWS

          F.1  ANNUAL MEETING. The annual meeting or Members shall be held at
such time as shall be determined by resolution of the Members for the purpose of
transacting such business as may come before the meeting.

          F.2  SPECIAL MEETINGS. Special meetings of the Members may be called
by 51% of the Members.

          F.3  PLACE OF MEETINGS. Meetings shall be held at the principal office
of the Company, unless the Members at a previous meeting have designated another
location.

          F.4  PARTICIPATION IN MEETINGS. Members may participate in a meeting
by means of conference telephone or similar communications equipment.

          F.5  QUORUM. A majority in interest of the Members entitled to vote
shall constitute a quorum at a meeting of Members for the transaction of any
business.

          F.6  NOTICE.

               a.  Written notice shall be given stating the place, date and
hour of the annual or special meetings of Members. The notice shall indicate how
the meeting was called and the purposes for which the meeting is called.

               b.  Notice of any meeting shall be given personally or by first
class mail not less than twenty-four (24) nor more than sixty (60) days before
the date of the meeting. If mailed, such notice is given when deposited in the
United States mail, with postage thereon prepaid, directed to the Member at his
address as it appears in the records of the Company.

               c.  When a meeting is adjourned to another time or place, it
shall not be necessary to give any notice of the adjourned meeting if the time
and place to which the meeting is adjourned are announced at the meeting at
which the adjournment is taken.

          F.7  WAIVER OF NOTICE. Notice of meeting need not be given to any
Member who submits a signed waiver of notice whether before or after the
meeting. The attendance of any Member at a meeting without processing prior to
the conclusion of the meeting lack of notice of such meeting, shall constitute
his waiver of notice.

          F.8  ACTION WITHOUT A REFERRING. Action by a vote may be taken without
a meeting if a consent in writing shall be signed by the Members who held the
voting interests having not less than the minimum number of votes that would be
necessary or authorized to take such action at a meeting, as provided by Section
407 of LLC Law.

                                       36

EX-3.125

                                                                   Exhibit 3.125

                                     BYLAWS

                           ANAMED INTERNATIONAL, INC.

                                    ARTICLE I

                                     OFFICES

The principal office of the Corporation in the State of Nevada, shall be located
in County of Storey. The Corporation may have such other offices, either within
or without the State of Nevada, as the Board of Directors may designate or as
the business of the Corporation may require from time to time.

                                   ARTICLE II

                                  SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be held
annually for the purpose of electing Directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday in the State of Nevada, such meeting shall be
held on the next succeeding business day. If the election of Directors shall not
be held on the day designated herein for any annual meeting of the shareholders,
or at any adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the shareholders as soon thereafter as
conveniently may be.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or by the Board of Directors, and shall be called by the President
at the request of the holders of not less than twenty-five percent (25%) of all
the outstanding shares of the Corporation entitled to vote at the meeting.

SECTION 3. PLACE OF MEETING. The Board of Directors may designate any place,
either within or without the State of Nevada, unless otherwise prescribed by
statute, as the place of meeting for any annual meeting or for any special
meeting. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of Nevada,
unless otherwise prescribed by statute, as the place for the holding of such
meeting. If no designation is made, the place of meeting shall be the principal
office of the Corporation.

SECTION 4. NOTICE OF MEETING. Written notice stating the place, day and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall unless otherwise prescribed by statute, be
delivered not less than ten (10) nor more than sixty (60) days before the date
of the meeting, to each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States Mail, addressed to the shareholder at his



address as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid.

SECTION 5. CLOSING OF TRANSFER BOOKS OF EXISTING RECORD. The purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for a stated period, but not to
exceed in any case fifty (50) days. If the stock transfer books shall be closed
for the purpose of determining shareholders entitled to notice of or to vote at
a meeting of shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than sixty
(60) days and, in case of a meeting of shareholders, not less than ten (10)
days, prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which the notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.

SECTION 6. VOTING LISTS. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make a complete list of the
shareholders entitled to vote at each meeting of shareholders or any adjournment
thereof, arranged in alphabetical order, with the address of and the number of
shares held by each. Such list shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes thereof.

SECTION 7. QUORUM. A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote in
person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time


                                       2


of the meeting. A meeting of the Board of Directors may be had by means of a
telephone conference or similar communications equipment by which all persons
participating in the meeting can hear each other, and participation in a meeting
under such circumstances shall constitute presence at the meeting.

SECTION 9. Voting of shares. Each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders.

SECTION 10. Voting of Shares by Certain Holders. Shares standing in the name of
another Corporation may be voted by such officer, agent or proxy as the Bylaws
of such Corporation may prescribe or, in the absence of such provision, as the
Board of Directors of such Corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a receiver
may be voted by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer thereof into his
name, if authority so to do be contained in an appropriate order of the court by
which such receiver was appointed. A shareholder whose shares are pledged shall
be entitled to vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred. Shares of its own stock belonging to the Corporation
shall not be voted, directly or indirectly, at any meeting, and shall not be
counted in determining the total number of outstanding shares at any given time.

SECTION 11. Informal Action by Shareholders. Unless otherwise provided by law,
any action required to be taken at a meeting of the shareholders, or any other
action which may be taken at a meeting of the shareholders, may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.

                                   ARTICLE III

                               BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors.

SECTION 2. Number. Tenure and Qualifications. The number of directors of the
Corporation shall be fixed by the Board of Directors, but in no event shall be
less than three (3). Each director shall hold office until the next annual
meeting of shareholders and until his successor shall have been elected and
qualified.

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall
be held without other notice than this By-law immediately after, and at the same
place as, the annual meeting of shareholders. The Board of Directors may
provide, by resolution, the


                                       3


time and place for the holding of additional regular meetings without notice
other than such resolution.

SECTION 4. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the President or any two directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
the place for holding any special meeting of the Board of Directors called by
them.

SECTION 5. Notice. Notice of any special meeting shall be given at least one (1)
day previous thereto by written notice delivered personally or mailed to each
director at his business address, or by telegram. If mailed, such notice shall
be deemed to be delivered when deposited in the United States Mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to the telegraph
company. Any directors may waive notice of any meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.

SECTION 6. Quorum. A majority of the number of directors fixed by Section 2 of
this Article III shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, but if less than such majority is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.

SECTION 7. Manner of Acting. The act of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors.

SECTION 8. Action Without a Meeting. Any action that may be taken by the Board
of Directors at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so to be taken, shall be signed before such
action by all of the directors.

SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors, unless otherwise provided by law.
A director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election by the Board of
Directors for a term of office continuing only until the next election of
directors by the shareholders.

SECTION 10. Compensation. By resolution of the Board of Directors, each director
may be paid his expenses, if any, of attendance at each meeting of the Board of
Directors, and may be paid a stated salary as director or a fixed sum for
attendance at each meeting of the Board of Directors or both. No such payment
shall preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor.


                                       4


SECTION 11. Presumption of Assent. A director of the Corporation who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as the Secretary of
the meeting before the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to director
who voted in favor of such action.

                                   ARTICLE IV

                                    OFFICERS

SECTION 1. Number. The officers of the Corporation shall be a President, one or
more Vice Presidents, a Secretary, and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers as
may be deemed necessary may be elected or appointed by the Board of Directors,
including a Chairman of the Board. In its discretion, the Board of Directors may
leave unfilled for any such period as it may determine any office except those
of President and Secretary. Any two or more offices may be held by the same
person, except for the offices of President and Secretary which may not be held
by the same person. Officers may be directors or shareholders of the
Corporation.

SECTION 2. Election and Term of Office. The officers of the Corporation to be
elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have been duly
elected and shall have qualified, or until his death, or until he shall resign
or shall have been removed in the manner hereinafter provided.

SECTION 3. Removal. Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights, and such appointment shall
be terminable at will.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term.

SECTION 5. President. The President shall be the principal executive officer of
the Corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
Corporation. He shall, when present, preside at all meetings of the shareholders
and of the Board of Directors, unless there is a Chairman of the Board in which
case the Chairman shall preside. He may sign,


                                       5


with the Secretary or any other proper officer of the Corporation thereunto
authorized by the Board of Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of President and such other
duties as may be prescribed by the Board of Directors from time to time.

SECTION 6. Vice President. In the absence of the President or in event of his
death, inability or refusal to act, the Vice President shall perform the duties
of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Vice President shall
perform such other duties as from time to time may be assigned to him by the
President or by the Board of Directors. If there is more than one Vice
President, each Vice President shall succeed to the duties of the President in
order of rank as determined by the Board of Directors. If no such rank has been
determined, then each Vice President shall succeed to the duties of the
President in order of date of election, the earliest date having the first rank.

SECTION 7. Secretary. The Secretary shall:

(a) Keep the minutes of the proceedings of the shareholders and of the Board of
Directors in one or more minute books provided for that purpose; (b) See that
all notices are duly given in accordance with the provisions of these Bylaws or
as required by law; (c) Be custodian of the corporate records and of the seal of
the Corporation and see that the seal of the Corporation is affixed to all
documents, the execution of which on behalf of the Corporation under its seal is
duly authorized; (d) Keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
Sign with the President certificates for shares of the Corporation, the issuance
of which shall have been authorized by resolution of the Board of Directors; (f)
Have general charge of the stock transfer books of the Corporation; and (g) In
general perform all duties incident to the office of the Secretary and such
other duties as from time to time may be assigned to him by the President or by
the Board of Directors.

SECTION 8. Treasurer. The Treasurer shall: (a) Have charge and custody of and be
responsible for all funds and securities of the Corporation; (b) Receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article VI of these Bylaws; and (c) In general perform
all of the duties incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the President or by the Board of
Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such sureties
as the Board of Directors shall determine.


                                       6


SECTION 9. Salaries. The salaries of the officers shall be fixed from time to
time by the Board of Directors, and no officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation.

                                    ARTICLE V

                                    INDEMNITY

The Corporation shall indemnify its directors, officers and employees as
follows:

(a) Every director, officer, or employee of the Corporation shall be indemnified
by the Corporation against all expenses and liabilities, including counsel fees,
reasonably incurred by or imposed upon him in connection with any proceeding to
which he may be made a party, or in which he may become involved, by reason of
his being or having been a director, officer, employee or agent of the
Corporation or any settlement thereof, whether or not he is a director, officer,
employee or agent at the time such expenses are incurred, except in such cases
wherein the director, officer, or employee is adjudged guilty of willful
misfeasance or malfeasance in the performance of his duties; provided that in
the event of a settlement the indemnification herein shall apply only when the
Board of Directors approves such settlement and reimbursement as being for the
best interests of the Corporation. (b) The Corporation shall provide to any
person who is or was a director, officer, employee, or agent of the Corporation
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of the corporation, partnership, joint venture, trust or
enterprise, the indemnity against expenses of suit, litigation or other
proceedings which is specifically permissible under applicable law. (c) The
Board of Directors may, in its discretion, direct the purchase of liability
insurance by way of implementing the provisions of this Article V.

                                   ARTICLE VI

                      CHECKS, DEPOSITS CONTRACTS, AND LOANS

SECTION 1. Checks. All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the Corporation,
shall be signed by such officer or officers, agent or agents of the Corporation
and in such manner as shall from time to time be determined by resolution of the
Board of Directors.

SECTION 2. Deposits. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board of Directors may select.

SECTION 3.Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.


                                       7


SECTION 4. Loans. No loans shall be contracted on behalf of the Corporation and
no evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.

                                   ARTICLE VII

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares. Certificates representing shares of the
Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the Board of
Directors so to do, and sealed with the corporate seal. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate, a
new one may be issued upon such terms and indemnity to the Corporation as the
Board of Directors may prescribe.

SECTION 2. Transfer of Shares. Transfer of shares of the Corporation shall be
made only on the stock transfer books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes. Provided, however, that
upon any action undertaken by the shareholders to elect S Corporation status
pursuant to Section 1362 of the Internal Revenue Code and upon any shareholders
agreement thereto restricting the transfer of said shares so as to disqualify
said S Corporation status, said restriction on transfer shall be made a part of
the bylaws so long as said agreement is in force and effect.

                                  ARTICLE VIII

                                   FISCAL YEAR

The fiscal year of the Corporation shall begin on the 1st day of January and end
on the 31st day of December each year.


                                       8


                                   ARTICLE IX

                                    DIVIDENDS

The Board of Directors may from time to time declare, and the Corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its Articles of Incorporation.

                                    ARTICLE X

                                 CORPORATE SEAL

At the discretion of the Board of Directors, the Corporation may adopt a
corporate seal, circular in form and shall have inscribed thereon the name of
the Corporation and the State of incorporation and the words, "Corporate Seal".
No seal shall be necessary to make any contract or undertaking valid.

                                   ARTICLE XI

                                WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to
any shareholder or director of the Corporation under the provisions of these
Bylaws or under the provisions of the Articles of Incorporation or under the
provisions of the applicable Business Corporation Act, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                   ARTICLE XII

                                   AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted
by the Shareholders.


                                       9

EX-12.1

                                                      EXHIBIT 12.1 - PAGE 1 OF 2


                           OWENS-ILLINOIS GROUP, INC.

                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                      (Millions of dollars, except ratios)




                                                                                              Years ended December 31,
                                                                                        ----------------------------------
                                                                                           2001         2000        1999
                                                                                        ----------    --------    --------
                                                                                                         
Earnings before income taxes, minority share owners' interests, and
    extraordinary items ...........................................................     $    667.2    $  158.4    $  497.8
Less:  Equity earnings ............................................................          (19.4)      (19.8)      (22.3)
Add:  Total fixed charges deducted from earnings ..................................          448.4       499.2       452.4
      Proportional share of pre-tax earnings of 50% owned associates ..............           10.4        11.0        10.6
      Dividends received from less than 50% owned associates ......................            9.9        14.5         9.8
                                                                                        ----------    --------    --------
        Earnings available for payment of fixed charges ...........................     $  1,116.5    $  663.3    $  948.3
                                                                                        ==========    ========    ========
 Fixed charges (including the Company's proportional share of 50% owned associates):
      Interest expense ............................................................     $    414.2    $  476.6    $  417.0
      Portion of operating lease rental deemed to be interest .....................           14.3        12.5        26.5
      Amortization of deferred financing costs and debt discount expense ..........           19.9        10.1         8.9
                                                                                        ----------    --------    --------
 Total fixed charges deducted from earnings and total fixed charges ...............     $    448.4    $  499.2    $  452.4
                                                                                        ==========    ========    ========
 Ratio of earnings to fixed charges ...............................................            2.5         1.3         2.1







                                                      EXHIBIT 12.1 - PAGE 2 OF 2

                           OWENS-ILLINOIS GROUP, INC.

                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                      (Millions of dollars, except ratios)



                                                                                                     Three months ended
                                                                         Years ended December 31,         March 31,
                                                                         ------------------------ ------------------------
                                                                             1998        1997         2002        2001
                                                                           --------    --------     --------    --------
                                                                                                    
Earnings before income taxes, minority share owners' interests, and
   extraordinary items ...............................................     $  459.0    $  452.3     $  109.2    $   81.0
Less:  Equity earnings ...............................................        (16.0)      (17.9)        (6.0)       (3.6)
Add:  Total fixed charges deducted from earnings .....................        404.8       324.1        104.0       116.8
      Proportional share of pre-tax earnings of 50% owned associates .          7.2         2.8          3.5         3.0
      Dividends received from less than 50% owned associates .........          6.6         4.8          2.5         4.7
                                                                           --------    --------     --------    --------
         Earnings available for payment of fixed charges .............     $  861.1    $  766.1     $  213.2    $  201.9
                                                                           ========    ========     ========    ========
Fixed charges (including the Company's proportional share of 50% owned
   associates):
   Interest expense ..................................................     $  372.6    $  298.7     $   95.2    $  111.0
   Portion of operating lease rental deemed to be interest ...........         24.8        21.3          3.1         3.3
   Amortization of deferred financing costs and debt discount expense           7.4         4.1          5.7         2.5
                                                                           --------    --------     --------    --------
Total fixed charges deducted from earnings and total fixed charges ...     $  404.8    $  324.1     $  104.0    $  116.8
                                                                           ========    ========     ========    ========
Ratio of earning to fixed charges ....................................          2.1         2.4          2.1         1.7

EX-23.3

                                                                    EXHIBIT 23.3

                        CONSENT OF INDEPENDENT AUDITORS

    We consent to the reference to our firm under the captions "Summary Selected
Financial Data" and "Selected Financial Data."


    We consent to the reference to our firm under the caption "Experts" and to
the use of the reports dated January 24, 2002 with respect to the consolidated
financial statements and schedule of Owens-Illinois Group, Inc. and with respect
to the consolidated financial statements of Owens-Brockway Packaging, Inc.,
Owens-Brockway Glass Container Inc., and OI Plastic Products FTS Inc., all of
which are included in this Amendment No. 2 to Registration Statement on
Form S-4 (333-85690) and related prospectus of Owens-Brockway Glass
Container Inc. for the registration of $1.0 billion of 8 7/8% Senior Secured
Notes due 2009.


                                          /s/ ERNST & YOUNG LLP


Toledo, Ohio
May 30, 2002