UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

                               (Mark one)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-23359

ANCHOR GLASS CONTAINER CORPORATION

Registrant’s telephone number, including area code 813-884-0000

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.10 per share
(Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No o

Aggregate market value of voting and non-voting common equity held by non-affiliates at June 30,2004:
As of the most recently completed second quarter,
the aggregate market value for the registrant’s common stock was $120.9 million.

The number of shares of Anchor Glass Container Corporation, common stock, $.10 par value,
outstanding at February 28, 2005 was 24,680,843.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of Item 10 and Items 11, 12, 13 and 14 are incorporated by reference from the definitive
Proxy Statement in connection with the Annual Meeting to be held June 15, 2005.

Table of Contents

PART I

ITEM 1. Business.

Company Overview

          Anchor Glass Container Corporation (the “Company” or “Anchor”) is the third largest manufacturer of glass containers in the United States. Anchor has eight strategically located facilities where it produces a diverse line of flint (clear), amber, green and other colored glass containers for the beer, beverage, food, liquor and flavored alcoholic beverage markets.

          The Company revised its statements of cash flows in the financial statements contained elsewhere herein, by $4.4 million, $1.0 million and $20.8 million, respectively, for the year ended December 31, 2003, the four months ended December 31, 2002 and the eight months ended August 31, 2002 to reflect the principal payments under its agreement with the Pension Benefit Guaranty Corporation (“PBGC”) as cash out flows from operating activities instead of cash out flows from financing activities. This revision had no impact on the Company’s balance sheets or statements of operations.

Recent Developments

          Indebtedness under the Revolving B Loan Agreement

          On February 14, 2005, the Company entered into a $20 million revolving credit facility (the “Revolving B Loan”) with Madeleine L.L.C., an affiliate of its largest stockholders, funds and accounts managed by Cerberus Capital Management, L.P. (“Cerberus”) and its affiliates. As availability under the Revolving B Loan is not subject to a borrowing base, the new facility provides the Company with liquidity in excess of that provided by the borrowing base under Anchor’s $115.0 million revolving credit facility (the “Revolving Credit Facility”). At March 1, 2005, advances outstanding under the Revolving B Loan were $5.0 million. Combined availability under the Revolving Credit Facility and the Revolving B Loan was $23.4 million at March 1, 2005.

          The Revolving B Loan matures on August 30, 2007, contemporaneously with the maturity of the Revolving Credit Facility, and bears interest on drawn portions thereof at LIBOR plus 8%, payable quarterly. Interest on the new facility is payable in kind through June 30, 2005, and thereafter if availability under the Revolving Credit Facility is less than an agreed upon threshold. The Revolving B Loan is secured by a second lien on the Company’s inventory, receivables and general intangibles. The Revolving B Loan requires the Company to meet the same monthly fixed charge coverage test as under the Revolving Credit Facility.

          Amendment to Revolving Credit Facility and Master Lease Agreement

          On February 14, 2005, the Company entered into an amendment with its lenders under the Revolving Credit Facility to modify the fixed charge coverage ratio covenant under the facility for the remainder of 2005. In addition, the lenders waived the Company’s failure to comply with its fixed charge coverage ratio covenant as of December 31, 2004, that resulted from the Company’s weaker than anticipated cash flows and operating results during the fourth quarter. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The required minimum fixed charge coverage ratios for 2005, based on a 2005 cumulative year to date calculation, range from 0.14:1.0 for January 2005 to 0.8:1.0 for November 2005 to 0.75:1.0 for December 2005 and 1.0:1.0 for 2006 and thereafter. The actual fixed charge coverage ratio for January 2005 and February 2005 is .25:1.0 and .30:1.0, respectively, and the Company is in compliance with this covenant as of February 28, 2005. The Company also entered into a similar agreement and waiver with its lender under its capital lease arrangements, which had an outstanding balance of $11.7 million at February 28, 2005.

          Liquidity

          The Company’s operating results and operating cash flows during fiscal 2004 were negatively impacted by the closure of the Connellsville plant (see below), the continuing high costs of energy and its direct and indirect effect on other costs and manufacturing expenses, softer sales volumes than anticipated in the second half of 2004, the effect of fourth quarter curtailments (furnace downtime) and the acceleration of certain capital projects into 2004 from 2005. As a result of the above factors, the Company’s availability under its Revolving Credit Facility declined to $21.8 million at December 31, 2004, and it was unable to meet its fixed charge coverage ratio covenant for the quarter ended December 31, 2004.

          As discussed above, on February 14, 2005 the Company entered into a $20 million Revolving B Loan with Madeleine L.L.C., an affiliate of its largest stockholders, funds and accounts managed by Cerberus and its affiliates. Additionally, the lenders under the Revolving Credit Facility modified the fixed charge coverage ratio covenant for

the remainder of 2005 and waived the Company’s failure to comply with its fixed charge coverage ratio covenant as of December 31, 2004. The Company also entered into a similar agreement and waiver with its lender under its capital lease arrangements.

          Under the modified covenant, the required minimum fixed charge coverage ratio for 2005 and thereafter, is determined on a monthly basis, beginning on January 1, 2005. The monthly calculation is determined on cumulative year to date results through the measurement date. The cumulative aspect of the calculation allows for any excess or deficit coverage in prior months to be incorporated into the current month calculation. Prior to this modification, the Revolving Credit Facility required that the Company meet a quarterly fixed charge coverage test, determined cumulatively for the four calendar quarters ending on the measurement date, unless minimum availability declined below $10 million, in which case the Company would have been required to meet a monthly fixed charge coverage test determined cumulatively for the twelve calendar months ending on the measurement date. Minimum fixed charge coverage ratios under the Revolving Credit Facility are reflected in the table below.

          The actual fixed charge coverage ratio for January 2005 was .25:1.0 and for February 2005 was .30:1.0. The Revolving B Loan and the master lease agreement contain the same fixed charge coverage ratio covenant.

          The fixed charge coverage ratio is calculated by dividing Adjusted EBITDA by fixed charges (as those terms are defined in the related debt agreements). Adjusted EBITDA is an amount equal to net income (loss) plus interest expense, income taxes, depreciation and amortization, restructuring charges, (gain)/loss on the sale of fixed assets and other non-cash items. Adjusted EBITDA is not a presentation made in accordance with generally accepted accounting principles (GAAP) and is not intended to present a superior measure of financial condition or profitability from those determined under GAAP. Adjusted EBITDA is a primary component of the fixed charge coverage financial covenant under the Company’s revolving credit facilities and master lease agreement. Fixed charges include, among other things, cash interest expense, capital expenditures, cash dividends, payments made under the agreement with the PBGC, regularly scheduled principal payments of indebtedness, restructuring expenditures, taxes paid in cash and management fees, as defined.

          The Company has made various operational improvements and implemented cost savings programs which management believes will assist in its ability to meet this fixed charge coverage ratio covenant on a monthly basis. Although the Company anticipates the ability to meet this covenant, due to the cumulative year to date by month nature of the covenant calculations, combined with operational variability in a manufacturing environment, there can be no assurance that activities outside of the Company’s control may impact its ability to meet these covenants. The Company’s principal sources of liquidity are funds derived from operations and borrowings under the Revolving Credit Facility and the Revolving B Loan. At March 1, 2005 combined availability under these facilities was $23.4 million. The Company believes that cash flows from operating activities, combined with available borrowings under the its two revolving credit facilities, will be sufficient to support its operations and fund its capital expenditure requirements, restructuring payments and other liquidity needs for the next twelve months, although the Company cannot be assured that this will be the case. The Company’s ability to fund operations, make scheduled payments of interest and principal on its indebtedness and maintain compliance with the terms of its revolving credit facilities and master lease agreement, including its fixed charge coverage ratio covenant, depends on the Company’s future operating performance, which is subject to economic, financial, competitive and other factors beyond the Company’s control. If the Company is unable to generate sufficient cash flows from operations to meet its financial obligations and achieve compliance with its debt covenant, there may be a material adverse effect on the Company’s business, financial condition and results of operations. Management is continuing to explore alternatives to provide additional liquidity. These alternatives include:

	•	formulating plans to maintain capital expenditures at reduced levels needed for routine maintenance and providing molds to support production, following the past two years of significant furnace rebuilds and other improvement projects;
	•	continuing the suspension of dividend payments on it common stock;
	•	implementing continued cost reduction and efficiency programs to improve results;
	•	continuing to reduce inventories in 2005 based upon a better balance of capacity and demand; and

2

•

actively pursuing sales of non-performing assets.

     There can be no assurance that the Company will be successful in these alternatives. Failure to comply with financial covenants will cause default under the Revolving Credit Facility and, may cause the Company’s long term capital leases and other long term debt agreements to become currently due, as a result of cross default provisions.

          Restructuring, impairment and other charges

          In November 2004, the Board of Directors of Anchor (the “Board”) approved the Company’s plan to close the 624,000 square foot Connellsville, Pennsylvania manufacturing facility (the “Restructuring”). Production at this facility was terminated effective as of the close of business on November 4, 2004. The Company expects to complete the Connellsville facility closure activities by December 2005 (the “Restructuring Period”). Approximately 300 employees were affected.

          This decision was based on a number of considerations, including the excess supply conditions currently prevailing in the glass container industry and the Company’s analysis of the economics of each Anchor facility. This analysis was part of an ongoing and comprehensive operational review, begun in the third quarter of 2004, to increase the Company’s asset productivity and improve cash flow.

          The Company will record restructuring, impairment and other related charges during the Restructuring Period that will, in total, approximate $50.5 million to $53.5 million, of which $39.7 million was recorded in the 2004 fourth quarter for asset impairment, employee termination benefits and other facility exit costs and $9.0 million was recorded for inventory write downs. These charges include approximately $1.5 million for a company-wide reduction in force, in addition to Connellsville, as a result of management’s evaluation of personnel costs.

          The Company began implementing the results of its ongoing operational review announced in the third quarter of 2004, closing the Connellsville facility, reducing corporate expenses, selectively curtailing production to bring inventory in line with industry demand, and using this downtime to make necessary repairs.

Products, Markets and Customers

          The Company produces glass containers for the beverage and food industries in the United States. Substantially all of the Company’s glass containers are produced to customer specifications. In addition, most of the Company’s sales are pursuant to customer contracts with average terms of three to five years from inception. The table below provides a summary of net sales and the approximate percentage of net sales by product group for each of the three years ended December 31, 2004.

          There can be no assurance that the information provided in the preceding table will be indicative of the glass container product mix of the Company for 2005 or in subsequent years. Management’s strategy is to focus on shifting the Company’s product mix, to the extent there is available capacity, toward those products that management believes are likely to improve operating results. For 2005, the Company expects to see a slight shift in its product mix from the beer/flavored alcoholic beverage categories into beverage and liquor categories. Certain sectors of the glass container market, particularly the food sector, have experienced conversion from glass packaging to plastic or other alternative forms. These conversions may impact the overall supply/demand dynamics of the industry.

3

          The Company’s largest customer, Anheuser-Busch Companies, Inc. (“Anheuser-Busch”), accounted for 48.1% of its net sales for the year ended December 31, 2004. On January 1, 2004, the Company began shipping under a multi-year supply agreement with Snapple Beverage Group, Inc. and Mott’s Inc., affiliates of Cadbury Schweppes plc, to supply nearly 100% of their requirements for 16 oz. Snapple bottles, Nantucket Nectars and Yoo-hoo bottles, as well as for several Mott’s items. Net sales under this agreement accounted for 12.9% of the Company’s net sales for the year ended December 31, 2004.

Manufacturing

     Manufacturing

          The Company’s manufacturing facilities are generally located in geographic proximity to its customers due to the significant cost of transportation and the importance of prompt delivery to customers. Most of the Company’s production is shipped by common carrier to customers generally within a 150-mile radius of the plant in which it is produced, although the Company will ship products longer distances to meet customer requirements. The glass container manufacturing process involves a high percentage of fixed costs. Standard input costs are similar among manufacturers and include soda ash, sand, limestone and energy costs. The Company conducts regular maintenance on all of its operating equipment.

     Raw Materials and Suppliers

          Sand, soda ash, limestone, cullet (reclaimed glass), corrugated packaging materials and energy, primarily natural gas, are the principal raw materials that are used in the Company’s manufacturing operations. All of these materials are available from a number of suppliers and the Company is not dependent upon any single supplier for any of these materials. The Company believes that adequate quantities of these materials are, and will continue to be, available from various suppliers. Costs for certain of these raw materials increased significantly in 2004 and are currently expected to continue to rise materially in 2005. Costs for certain other raw materials, primarily soda ash, have risen significantly in 2005.

          All of the Company’s glass melting furnaces are equipped to burn natural gas, which is the primary fuel used at the Company’s manufacturing facilities. Two of the Company’s furnaces are equipped to utilize oxygen in conjunction with the burning of natural gas, increasing the overall efficiency of the furnace. Backup systems are in place at some facilities to permit the use of fuel oil or propane, to the extent cost effective and permitted by applicable laws and regulations. Electricity is used in certain instances for enhanced melting.

          Prices for natural gas have increased significantly in recent years. As such, it remains one of the largest cost components of the Company’s operations. The Company’s current strategy is to enter into hedging transactions from time to time on an opportunistic basis. The Company has currently hedged certain of its estimated natural gas purchases extending through December 2005, representing approximately 25% of its natural gas requirements, through the purchase of natural gas futures. The Company also enters into put and call options for purchases of natural gas. In addition, the Company may, from time to time, enter into hedging transactions requested by customers that have surcharge recovery formulas in their contracts. The Company does not enter into hedging transactions for speculative trading purposes, but rather to lock in energy prices.

4

          Increases in the price of natural gas adversely affect the Company’s costs and margins. Since 2000, closing prices for natural gas have fluctuated significantly from a low of $1.830 per million BTUs (“MMBTU”) in October 2001 to a high of $9.978 per MMBTU in January 2001, compared to an average price of $2.238 per MMBTU from 1995 through 1999. Since the 2001 price peak, natural gas prices have remained volatile. During 2004, average natural gas prices were significantly higher than in prior years. High, low and average annual closing prices for natural gas, per MMBTU, for the three years ended 2004 were:

          The natural gas price for March 2005 closed at $6.304 per MMBTU.

     Quality Control

          The Company maintains a program of quality control with respect to suppliers, line performance and packaging integrity for glass containers. The Company’s production lines are equipped with a variety of automatic and electronic devices that inspect containers for dimensional conformity, flaws in the glass and various other performance attributes. Additionally, products are sample inspected and tested by Company employees on the production line for dimensions and performance and are also inspected and audited after packaging. Containers that do not meet quality standards are crushed and recycled as cullet.

          The Company monitors and updates its inspection programs to keep pace with technology and customer demands. Samples of glass and raw materials from its plants are routinely chemically and electronically analyzed to monitor compliance with quality standards. Laboratories are also maintained at each manufacturing facility to test various physical characteristics of products.

Seasonality

          Demand for beer, iced tea and other beverages is stronger during the summer months. Because the Company’s shipment volume is typically higher in the second and third quarters, the Company usually builds inventory during the fourth and first quarters in anticipation of seasonal demands. Inventory levels were impacted by the softer than normal seasonal pattern in the latter part of 2004 as consumption was affected by severe weather in the southeastern U.S. In order to enter 2005 with lower inventory levels and to better align production with customer requirements, Anchor curtailed production selectively during the fourth quarter. In addition, although the Company seeks to minimize downtime, it has historically scheduled shutdowns of its plants for furnace rebuilds and machine repairs in the fourth and first quarters of the year to coincide with scheduled holiday and vacation time under its labor union contracts. These shutdowns consume working capital and adversely affect its liquidity on a seasonal basis. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Customer Service

          The Company’s sales and marketing efforts are targeted primarily to established customers with whom it enjoys long-standing relationships. Management’s sales/marketing strategy also includes focusing on product mix shifts, including identifying and securing new business relationships. An important focus of the Company’s sales and marketing is customer service, and it seeks to respond quickly to customer needs. To this end, the Company has customer service managers responsible for scheduling, sales forecasting and coordinating the various aspects of delivering product to its customers.

          The Company maintains both low-capacity and high-capacity forming equipment, which allows it to be more flexible and responsive to changes in its customers’ product mix and shipment location requests. The Company’s equipment mix also enables it to produce both high-volume products and products that require shorter

5

production runs, such as new product introductions or specialty niche products, enhancing its responsiveness and flexibility as a supplier.

Environmental and Other Governmental Regulations

     Environmental Regulation and Compliance

          The Company’s operations are subject to Federal, state and local environmental laws and regulations including, but not limited to, the Federal Water Pollution Control Act of 1972, the Federal Clean Air Act, the Federal Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”). Among the activities subject to environmental regulation are the disposal of checker slag (furnace residue usually removed during furnace rebuilds), the disposal of furnace bricks containing chromium, the disposal of waste, the discharge of water used to clean machines and cooling water, dust emissions produced by the batch mixing process, maintenance of underground and above ground storage tanks and air emissions produced by furnaces. In addition, the Company is required to obtain and maintain environmental permits in connection with its operations. Many environmental laws and regulations provide for substantial fines and criminal sanctions for violations. While there can be no assurance that material costs or liabilities will not be incurred, the Company believes it is in material compliance with applicable environmental laws and regulations.

          Certain environmental laws, such as CERCLA, or Superfund, and analogous state laws, provide for strict, and under certain circumstances, joint and several liability for investigation and remediation of releases of hazardous substances into the environment including soil and groundwater. These laws may apply to properties presently or formerly owned or operated by an entity or its predecessors, as well as to conditions at properties at which wastes attributable to an entity or its predecessors were disposed of. The Company is conducting remediation of soil and groundwater at certain of its facilities, and in light of historical practices, may in the future be required to perform additional corrective actions. The Company is participating in a limited number of legal proceedings where third parties asserted that it is responsible for costs related to the disposal of wastes under CERCLA or analogous state laws. The Company does not believe that the resolution of any of these legal proceedings will have a material adverse effect on its financial condition, but the Company cannot be assured that it or entities for which it may be responsible will not incur future environmental liability, as a result of these or other proceedings, that could have a material adverse effect on its financial condition or results of operations.

          Capital expenditures required for environmental compliance were approximately $0.5 million in each of the three years ended 2004 and are anticipated to be approximately the same in 2005. The Company anticipates that environmental compliance will continue to require increased capital expenditures over time as environmental laws or regulations or interpretations thereof or the nature of the Company’s operations may require it to make significant additional capital expenditures to ensure compliance in the future. The Company has established a reserve for environmental matters, including known or projected remediation projects and projected exposure at third-party sites; the remaining balance of this reserve was $7.6 million as of December 31, 2004. In 2004, the Company incurred $0.6 million in spending chargeable to the Company’s environmental reserve and reduced the reserve in the amount of approximately $1.0 million related to the sale of three non-operating facilities in the second quarter of 2004.

          The Company does not believe that its environmental exposure is in excess of the reserves reflected on its balance sheet. In addition to its environmental reserves, the Company also maintains an environmental impairment liability insurance policy to address certain potential future environmental liabilities at both identified operating and non-operating sites. The above noted reserves are not net of any potential insurance proceeds. There can, however, be no assurance that any future liability, particularly any arising from presently unknown conditions, will not exceed the reserves or available insurance coverage and have an adverse impact on the Company’s operations or financial condition.

     Employee Health and Safety Regulations

          The Company’s operations are also subject to a variety of worker safety laws. The Occupational Safety and Health Act of 1970, the United States Department of Labor Occupational Health Administration Regulations and analogous state laws and regulations mandate general requirements for safe workplaces for all employees. The Company believes that it is operating in material compliance with applicable employee health and safety laws.

6

Competition

          The glass container industry in the United States is a mature industry. The Company and the other glass container manufacturers compete on the basis of price, quality, reliability of delivery and customer service. The industry is highly concentrated with three producers, including the Company, estimated by the Company to have accounted for over 90% of 2004 domestic volume.

          The Company’s principal competitors are Owens-Brockway Glass Container Inc. (“Owens-Illinois”), a wholly owned subsidiary of Owens-Illinois Group, Inc., and Saint-Gobain Containers Co. (“Saint-Gobain”), a wholly owned subsidiary of Compagnie de Saint-Gobain.

Intellectual Property Rights

          The Company operates under a ten-year contract with Heye-Glas International, expiring December 31, 2011, that provides it with heat extraction technology for its forming machines.

          The Company also has a limited license with Owens-Illinois entitling the Company to use certain existing patents, trade secrets and other technical information of Owens-Illinois relating to glass manufacturing technology. Under this license, the Company has the right to use technology in place in exchange for license fees payable through 2005 and thereafter will have a perpetual paid-up license.

          While the Company holds various patents, trademarks and copyrights of its own, it believes its business is not dependent upon any one of these.

Employees

          As of February 28, 2005, the Company employed approximately 2,840 persons on a full-time basis. Approximately 480 of these employees are salaried office, supervisory and sales personnel. The remaining employees are represented principally by two unions, the Glass Molders, Pottery, Plastics and Allied Workers (the “GMP”) and the United Steelworkers of America (the “USWA”).

          The Company’s two labor contracts with the GMP and its two labor contracts with the USWA expire on March 31, 2005 and August 31, 2005, respectively. Negotiations with the GMP for a successor labor agreement commenced on March 14, 2005 for a new three-year labor agreement with the GMP. There can be no assurance that the Company will enter into a new labor agreement by March 31, 2005 or that a work stoppage will not occur. The Company expects to begin negotiations with the USWA later in 2005.

          The Company has not experienced any significant work stoppages or employee-related problems that had a material impact on its operations. The Company considers its relationship with its employees to be good.

7

ITEM 2. Properties.

          The Company’s administrative and executive offices are located in Tampa, Florida. The Company entered into a new lease covering this office space in January 2004 for an initial term of eight years.

          The Company owns and operates eight glass container manufacturing facilities. The Company also owns a building located in Streator, Illinois, that is used as a machine shop to rebuild glass-forming and related machinery and leases a mold shop located in Zanesville, Ohio, as well as additional warehouses for finished products in various cities throughout the United States.

          Substantially all of the Company’s owned real properties and equipment at its eight operating glass container manufacturing facilities are pledged as collateral securing the Company’s obligations under its 11% Senior Secured Notes due 2013, aggregate principal amount of $300.0 million (the “Senior Secured Notes”), its 11% Senior Secured Notes due 2013, aggregate principal amount of $50.0 million (the “Additional Notes”) and the related indenture (the “Indenture”).

          The following table sets forth certain information concerning the Company’s manufacturing facilities. In addition to these locations, the Company owns plants at Connellsville, Pennsylvania (closed November 2004), Keyser, West Virginia and Dayville, Connecticut that have been closed and owns land in Gas City, Indiana.

ITEM 3. Legal Proceedings.

          On February 10, 2005, a complaint was filed in the United States District Court for the Middle District of Florida, Tampa Division, entitled Christopher Carmona, derivatively on behalf of Anchor Glass Container Corporation v. Richard M. Deneau, Darrin J. Campbell, Peter T. Reno, Alan H. Schumacher, James N. Chapman, Jonathan Gallen, Timothy F. Price, Alexander Wolf, Joel A. Asen and George Hamilton, as defendants, and Anchor Glass Container Corporation, as nominal defendant. Richard M. Deneau was the Company’s former Chief Executive Officer and a former member of the Board. Darrin J. Campbell is the Company’s Chief Executive Officer and a member of the Board. Peter T. Reno is the Company’s Vice President and Interim Chief Financial Officer. Alan H. Schumacher, James N. Chapman, Jonathan Gallen, Timothy F. Price and Alexander Wolf are members of the Board. Joel A. Asen and George Hamilton are former members of the Board.

          The lawsuit is a derivative action brought by a shareholder of the Company on behalf of the Company against certain of its officers and directors alleging violations of state law, including breaches of fiduciary duties for insider selling and misappropriation of information, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment between September 2003 and the present that allegedly have caused substantial losses and other damages to the Company, such as to its reputation and goodwill.

          On January 6, 2005, a complaint was filed in the United States District Court for the Middle District of Florida, Tampa Division, entitled Todd Fener, individually and on behalf of all others similarly situated v. Anchor Glass Container Corporation, Richard M. Deneau, Darrin J. Campbell, Alan H. Schumacher and Peter T. Reno.

          The lawsuit seeks to have the court determine recognition of a class action brought on behalf of all persons who purchased the Company’s securities between September 25, 2003 and November 4, 2004 and alleges violations

8

of Sections 11 and 15 of the Securities Act of 1933 (the “Securities Act”) and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 thereunder. The complaint seeks an unspecified amount of damages.

          On December 21, 2004, a complaint was filed in the United States District Court for the Middle District of Florida, Tampa Division, entitled Robert Conte individually and on behalf of all others similarly situated v. Anchor Glass Container Corporation, Darrin Campbell, Richard M. Deneau, Joel A. Asen, James N. Chapman, Jonathan Gallen, George Hamilton, Timothy F. Price, Alan H. Schumacher, Lenard B. Tessler, Credit Suisse First Boston, Merrill Lynch & Co. and Lehman Brothers. Lenard B. Tessler is a member of the Board. Credit Suisse First Boston, Merrill Lynch & Co. and Lehman Brothers were underwriters of the Company’s initial public offering of common stock.

          The lawsuit seeks to have the court determine recognition of a class action brought on behalf of all persons who purchased the Company’s securities between September 25, 2003 and November 4, 2004 and alleges violations of Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 thereunder. The complaint seeks an unspecified amount of damages.

          On December 13, 2004, a complaint was filed in the United States District Court for the Middle District of Florida, Tampa Division, entitled Matthew Bellefeuille individually and on behalf of all others similarly situated v. Anchor Glass Container Corporation, Darrin Campbell, Richard M. Deneau, Joel A. Asen, James N. Chapman, Jonathan Gallen, George Hamilton, Timothy F. Price, Alan H. Schumacher, Lenard B. Tessler, Credit Suisse First Boston, Merrill Lynch & Co. and Lehman Brothers.

          The lawsuit seeks to have the court determine recognition of a class action brought on behalf of all persons who purchased the Company’s securities between September 25, 2003 and November 4, 2004 and alleges violations of Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 thereunder.

          On December 7, 2004, Anchor was served with a complaint filed in the United States District Court for the Middle District of Florida, Tampa Division, entitled Davidco Investors, LLC individually and on behalf of all others similarly situated v. Anchor Glass Container Corporation, Darrin J. Campbell and Richard M. Deneau.

          The lawsuit seeks to have the court determine recognition of a class action brought on behalf of all persons who purchased the Company’s securities between September 25, 2003 and November 4, 2004 and alleges violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 thereunder.

          Although the ultimate outcome of the above-described matters cannot be determined with certainty, the Company believes that the complaints are without merit and it and the individual defendants intend to vigorously defend the lawsuits.

          The Company is, and from time to time may be, a party to routine legal proceedings incidental to the operation of its business. The outcome of any such pending or threatened proceedings is not expected to have a material adverse effect on the financial condition, operating results or cash flows of the Company, based on the Company’s current understanding of the relevant facts.

          The Company’s operations are subject to various Federal, state and local requirements that are designed to protect the environment. Such requirements have resulted in the Company being involved in related legal proceedings, claims and remediation obligations. The Company does not believe that its environmental exposure is in excess of the reserves reflected on its balance sheet, although there can be no assurance that this will continue to be the case.

ITEM 4. Submission of Matters to a Vote of Security Holders.

          No matters were brought to a vote of security holders in the fourth quarter of 2004.

9

PART II

ITEM 5. Market for the Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.

          In September 2003, the Company consummated an initial public offering of 8,625,000 shares of its common stock (which includes 1,125,000 additional shares of common stock to cover over-allotment of shares) (the “Equity Offering”).

     The Company’s equity securities consist of one class of common stock. The common stock began trading on September 25, 2003, the Equity Offering date. The common stock is traded on Nasdaq under the symbol AGCC. The high and low sales prices quoted on Nasdaq for each of the quarters of 2004 and the fourth quarter of 2003 were as follows:

          The Company paid an initial cash dividend of $.04 per common share in the fourth quarter of 2003 and paid $.04 per common share in each of the first three quarters of 2004, or $.12 per common share for the year ended December 31, 2004. The amount and timing of dividends payable on common stock is within the sole discretion of the Board. On November 4, 2004, the Board suspended the common stock quarterly dividend in an effort to improve the Company’s cash flow. The instruments governing the Company’s indebtedness contain various covenants that limit payment of dividends and dividends may not be paid if availability under the revolving credit facilities is below a certain threshold. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”

          There are approximately 750 holders of the Company’s common stock as of March 9, 2005.

Recent Sales of Unregistered Securities

          On August 5, 2003, the Company issued the Additional Notes. The Additional Notes were purchased by Deutsche Bank Securities and Credit Suisse First Boston. The Additional Notes were issued in reliance on the exemptions from the registration requirements of the Securities Act provided by Section 4(2) under the Securities Act.

          On February 7, 2003, the Company issued the Senior Secured Notes. The Senior Secured Notes were purchased by Deutsche Bank Securities, Banc of America Securities LLC and Credit Suisse First Boston. The Senior Secured Notes were issued in reliance on the exemptions from the registration requirements of the Securities Act provided by Section 4(2) under the Securities Act.

          On August 30, 2002, Anchor consummated a significant restructuring of its existing debt and equity securities pursuant to a plan of reorganization (the “Plan”) through a Chapter 11 reorganization (the “Reorganization”). As part of the Reorganization, the Company sold and issued to Anchor Glass Container Holding LLC (“AGC Holding”), an affiliate of Cerberus, a leading New York investment management firm, 75,000 shares of Company’s Series C Participating Preferred Stock, par value $.01 (the “Series C Preferred Stock”) for $75.0 million and 13,499,995 shares of common stock for $5.0 million. These shares were issued in an offering not involving a public offering pursuant to Section 4(2) of the Securities Act. As a condition to the issuance, the purchasers consented to placement of a restrictive legend on the certificates representing the securities. The Series C Preferred Stock was redeemed with a portion of the proceeds of the Equity Offering. Prior to redemption, the holders of the

10

Series C Preferred Stock were entitled to receive, when and as declared by the Board out of legally available funds, cumulative dividends, payable quarterly in cash, at a rate per annum equal to 12%.

          In connection with the Reorganization, the Company executed an agreement with the Pension Benefit Guaranty Corporation (“PBGC”) that eliminated all past-service pension liabilities, and provided for a one-time payment of $20.8 million and a $10.0 million per year fixed payment obligation to the PBGC for ten years (the “PBGC Agreement”). On August 30, 2002, in connection with the PBGC Agreement, the Company granted the PBGC a warrant for the purchase of 711,000 shares of Anchor’s common stock, with an exercise price of $5.27 per share and term of ten years. In June 2003, the Company repurchased the outstanding warrant held by the PBGC for a negotiated price of $1.5 million.

          Under the terms of the Plan, the holders of Anchor’s 11.25% First Mortgage Notes due 2005, aggregate principal amount of $150.0 million (the “First Mortgage Notes”) retained their outstanding $150.0 million of First Mortgage Notes and received a consent fee for the waiver of the change-in-control provisions, the elimination of pre-payment provisions and other non-financial changes to the terms of the First Mortgage Notes (including the release of Consumers U.S., Inc., the Company’s former parent, as a guarantor). The holders of Anchor’s 9.875% Senior Notes due 2008, aggregate principal amount of $50.0 million (the “Senior Notes”) were repaid in cash at 100% of their principal amount. The holders of Anchor’s mandatorily redeemable 10% cumulative convertible preferred stock (the “Series A Preferred Stock”) were entitled to receive a cash distribution of $22.5 million and the Series A Preferred Stock was cancelled. Anchor’s redeemable 8% cumulative convertible preferred stock (the “Series B Preferred Stock”) and common stock and warrants were cancelled and the holders received no distribution under the Plan. The holders of the First Mortgage Notes were repaid with proceeds from the issuance of the Senior Secured Notes.

Equity Compensation Plan Information

     The following table presents information regarding securities authorized for issuance under equity compensation plans as of December 31, 2004:

11

ITEM 6. Selected Financial Data.

          The following table sets forth certain historical financial information of the Company. The selected financial data as of December 31, 2004 and 2003 and for the two years ended December 31, 2004 and 2003, the four months ended December 31, 2002 and the eight months ended August 31, 2002 have been derived from the Company’s audited financial statements included elsewhere in this Form 10-K. The selected financial data as of December 31, 2002, 2001 and 2000 and the years ended December 31, 2001 and 2000 have been derived from the Company’s audited financial statements. The following information should be read in conjunction with the Company’s financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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

12