Edgar Filing: MAIL WELL INC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 2002

REGISTRATION NO. 333-90194
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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MAIL-WELL I CORPORATION
AND
AFFILIATE GUARANTORS
LISTED ON SCHEDULE ATTACHED HERETO
(Exact name of registrant as specified in its charter)

DELAWARE 2677
(State or Other Jurisdiction of (Primary Standard Industrial
Incorporation or Organization) Classification Code Number)

DELAWARE 84-1250533
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)

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8310 S. VALLEY HIGHWAY, SUITE 400
ENGLEWOOD, CO 80112
(303) 790-8023
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

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

ROGER WERTHEIMER
VICE PRESIDENT--GENERAL COUNSEL & SECRETARY
MAIL-WELL, INC.
8310 S. VALLEY HIGHWAY, SUITE 400
ENGLEWOOD, CO 80112
(303) 790-8023
(Name and address, including zip code, and telephone number,
including area code, of agent for service)

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

COPIES TO:

HERBERT H. DAVIS III DOUGLAS R. WRIGHT
SENIOR VICE PRESIDENT--CORPORATE DEVELOPMENT JEFFREY A. SHERMAN
AND CHIEF LEGAL OFFICER MICHAEL M. MCGAWN
MAIL-WELL, INC. FAEGRE & BENSON LLP
8310 S. VALLEY HIGHWAY, SUITE 400 370 SEVENTEENTH STREET, SUITE 2500
ENGLEWOOD, CO 80112 DENVER, CO 80202
(303) 790-8023 (303) 607-3500

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

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 statement number of the earlier
effective registration statement 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. [ ]

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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANTS 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 OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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ADDITIONAL REGISTRANTS

PRIMARY
STATE OR STANDARD
OTHER INDUSTRIAL I.R.S.
JURISDICTION OF CLASSIFICATION EMPLOYER
NAME OF INCORPORATION CODE IDENTIFICATION
ADDITIONAL REGISTRANT OR FORMATION NUMBER NUMBER
--------------------- --------------- -------------- --------------

ABP Books, Inc. ................................. MI 2732 38-1957430

Discount Labels, Inc. ........................... IN 2759 35-1119834

Hill Graphics, Inc. ............................. TX 2752 74-1993978

Mail-Well, Inc. ................................. CO 6719 84-1250533

Mail-Well Commercial Printing, Inc. ............. DE 2752 84-1461875

Mail-Well Mexico Holdings, Inc. ................. CO 2677 84-1468396

Mail-Well Services, Inc. ........................ CO 7331 84-1513702

Mail-Well Texas Finance, L.P. ................... TX 2677 52-2360462

Mail-Well West, Inc. ............................ DE 2677 84-1313079

National Graphics Company........................ CO 2761 84-0692676

Poser Business Forms, Inc. ...................... DE 2761 75-2195786

Wisco III, LLC................................... DE 2677 84-1362168

The address of the principal executive office for each of the additional
registrants is the same as is set forth for Mail-Well I Corporation on the
facing page of this registration statement.

***********************************************************************
* 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. *
***********************************************************************

Subject to completion, dated October 8, 2002

PROSPECTUS

[Mail-Well I Corporation Logo]

MAIL-WELL I CORPORATION
EXCHANGE OFFER FOR $350,000,000
OF
9 5/8% SENIOR NOTES DUE 2012

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Material terms of the exchange offer:

* We are offering to exchange the notes that we sold in a private
offering on March 13, 2002 for new notes. The issuance of the new
notes in exchange for the old notes will be registered under the
Securities Act of 1933, as amended.

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

* The new notes will be identical to the old notes in all material
respects, except that they will not have transfer restrictions,
registration rights, or certain rights to additional interest that
the old notes had.

* The exchange of old notes for new notes will not be taxable for U.S.
Federal income tax purposes, but you should see the discussion under
the caption "Material Federal Income Tax Considerations" on page 98
for more information.

* We will exchange all old notes that are properly tendered. You should
carefully review the procedures for tendering the old notes beginning
on page 55 of this prospectus.

* Tenders of old notes may be withdrawn at any time prior to 5:00 p.m.,
New York City time, on the expiration date of the exchange offer.

* We will not receive any cash proceeds from the exchange offer.

* As of September 1, 2002, $78.2 million in indebtedness outstanding
under our senior credit facility and other secured indebtedness was
effectively senior to the new notes, and our senior credit facility
would have allowed us to incur an additional $210.5 million of
additional borrowing that would be effectively senior to the new
notes.

YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 7 OF THIS
PROSPECTUS BEFORE PARTICIPATING IN THE EXCHANGE OFFER.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

There is no established trading market for the new notes or the old
notes. However, you may trade the old notes and the new notes in the PORTAL
market.

This prospectus is dated , 2002
------------

Each broker-dealer that receives new notes for its own account pursuant to
the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such new 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. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of new notes received in exchange for old notes
where such old notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. We have agreed that,
for a period of 180 days after the expiration date of the exchange offer
(as defined herein), we will make this prospectus available to any
broker-dealer for use in connection with any such resale. See "Plan of
Distribution" on page 102.

TABLE OF CONTENTS

PAGE
----

SUMMARY.................................................. 1
RISK FACTORS............................................. 7
FORWARD LOOKING STATEMENTS............................... 15
USE OF PROCEEDS.......................................... 15
SELECTED CONSOLIDATED FINANCIAL INFORMATION.............. 16
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
INFORMATION............................................ 17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.................... 20
BUSINESS................................................. 42
MANAGEMENT............................................... 50
THE EXCHANGE OFFER....................................... 53
DESCRIPTION OF THE NEW NOTES............................. 60
DESCRIPTION OF CERTAIN INDEBTEDNESS...................... 94
DESCRIPTION OF CAPITAL STOCK............................. 98
MATERIAL FEDERAL INCOME TAX CONSIDERATIONS............... 98
PLAN OF DISTRIBUTION..................................... 102
LEGAL MATTERS............................................ 103
EXPERTS.................................................. 103
WHERE YOU CAN FIND MORE INFORMATION...................... 103
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS............... F-1

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This prospectus incorporates important business and financial
information about us that is not included in or delivered with this
prospectus. This information is available without charge to security
holders upon written or oral request to Mail-Well, Inc., Attn: Secretary,
8310 S. Valley Highway, Suite 400, Englewood, Colorado 80112, telephone
(303) 790-8023. To obtain timely delivery of such information, you must
request the information no later than , 2002, which is 5 days
----------
prior to the final date for exchange.

SUMMARY

This summary highlights material information contained in this
prospectus and does not contain all of the information that is important
for you to consider in deciding whether to participate in the exchange
offer. In addition to reading this summary, you should carefully review
this entire prospectus, especially the "Risk Factors" section beginning on
page 7.

The data used in this prospectus are drawn from the financial
statements of Mail-Well, Inc. and its subsidiaries on a consolidated basis.
Mail-Well, Inc. is the direct parent company of Mail-Well I Corporation.
Because Mail-Well, Inc. has immaterial assets, revenues and expenses (other
than through ownership of Mail-Well I Corporation), the financial condition
and results of operations of Mail-Well I Corporation and its subsidiaries
on a consolidated basis do not materially differ from those of Mail-Well,
Inc. on a consolidated basis. Mail-Well, Inc. and certain of its
subsidiaries will guarantee all of Mail-Well I Corporation's obligations
under the new notes.

OUR COMPANY

We are one of the largest printers in North America competing primarily
in the commercial printing and envelope market segments. We believe we are
the world's largest manufacturer of envelopes, the leading printer of
envelopes in the United States and Canada, the largest high impact color
printer in the United States, and a leading general commercial printer in
several major U.S. markets. Our principal executive offices are located at
8310 S. Valley Highway, Suite 400, Englewood, Colorado 80112, and our phone
number is (303) 790-8023.

We operate in the following market segments:

Commercial Printing. We serve two primary commercial printing markets:
(i) high impact color printing, in which we print a wide range of longer
run premium products for national and regional accounts; and (ii) general
commercial printing, in which we print a wide array of products and offer
printing services to local commercial customers. Our commercial printing
segment operates 29 plants throughout the United States and one in Canada.

Envelope. We serve two primary markets with our envelope business: (i)
customized envelopes and packaging products, including Tyvek(R) mailers
used by the U.S. Postal Service, sold directly to end users or to
independent distributors who sell to end users; and (ii) envelopes and
other products sold to wholesalers, paper merchants, printers, brokerage
firms, office product establishments and superstores. We manufacture
envelopes in 27 U.S. plants and 13 Canadian plants.

Printed Office Products. In addition, we operate a printed office
products business. This business, which operates 12 manufacturing
facilities throughout the United States, is a leading supplier of
customized and stock labels, mailers and printed business documents to
small and mid-size businesses generally through independent distributors of
office products. The labels produced and sold by our printed office
products division do not compete with those produced and sold by the
now-divested prime label segment due to differences in customer base,
distribution channels and production methods.

2001 STRATEGIC PLAN

equipment and other assets at other facilities. We also announced our
intention to sell our PrintXcel printed office products group of
subsidiaries, and to sell the digital graphics division of our commercial
printing business. In July 2002 we announced our intention to keep
PrintXcel. The sale of our digital graphics division remains in process.

To reflect the effect of our new strategic plan, in the second quarter
of 2001 we began reporting our prime label and printed office products
segments as discontinued operations, began reporting our digital graphics
division and our filing products division as assets held for sale, and
recorded a loss based on the anticipated proceeds of the dispositions.
Beginning with the second quarter of 2002, we no longer account for
PrintXcel as a discontinued operation, due to our recent decision not to
sell that business. The financial statements appearing in this prospectus
reflect the results of PrintXcel as a continuing operation on both a
current and historical basis.

Our new strategy also includes the launch of several initiatives to
significantly improve operations and marketing effectiveness. Both the
commercial printing and envelope businesses have programs in place to
institute best practices, standardize costing and pricing systems and align
equipment and services to better serve our customers and markets.

SUMMARY DESCRIPTION OF THE EXCHANGE OFFER

Issuer.................................... Mail-Well I Corporation.

Old Notes................................. 9 5/8% Senior Notes due 2012, which we issued on March 13,
2002 in transactions exempt from registration under the
Securities Act of 1933.

New Notes................................. 9 5/8% Senior Notes due 2012, the issuance of which has been
registered under the Securities Act. The form and terms of
the new notes are identical in all material respects to
those of the old notes, except that the transfer
restrictions and registration rights relating to the old
notes do not apply to the new notes.

Exchange Offer............................ We are offering to issue up to $350,000,000 aggregate
principal amount of the new notes in exchange for a like
principal amount of the old notes to satisfy our obligations
under the registration rights agreement that we entered into
when the old notes were issued.

Expiration Date........................... The exchange offer will expire at 5:00 p.m., New York City
time, on , 2002, or a later date and time to
------------
which we extend it.

Withdrawal................................ You may withdraw your tender of the old notes pursuant to
the exchange offer at any time prior to 5:00 p.m., New York
City time, on , 2002, or a later date and time
------------
to which we extend the offer. We will return any old notes
that we do not accept for exchange for any reason without
expense to the tendering holder as soon as practicable after
the exchange offer expires or terminates.

Interest on the New Notes and the Old
Notes................................... Interest on the new notes will accrue from the date of the
original issuance of the old notes or from the date of the
last periodic payment of interest on the old notes,
whichever is later. No additional interest will be paid on
old notes tendered and accepted for exchange.

Conditions of the Exchange Offer.......... The exchange offer is subject to customary conditions, some
of which we may waive. We must assert any condition that we
choose not to waive on or before the expiration date of the
exchange offer. See "The Exchange Offer--Conditions of the
Exchange Offer" on page 57.

Procedures for Tendering Old Notes........ To accept the exchange offer, you must complete, sign and
date the letter of transmittal in accordance with the
instructions contained in this prospectus and in the letter
of transmittal, and send the letter of transmittal and the
old notes and any other required documentation to the
exchange agent at the following address:

State Street Bank and Trust Company,
Exchange Agent
Attn: MacKenzie Elijah, Corporate Actions
2 Avenue de Lafayette, Sixth Floor
Boston, Massachusetts 02111
Telecopier No.: (617) 662-1452

If you hold the old notes through the Depository Trust
Company, to accept the exchange offer you must use the DTC's
Automated Tender Offer Program, by which each tendering
participant will agree to be bound by the letter of
transmittal. By executing or agreeing to be bound by the
letter of transmittal, each holder will represent to us
that, among other things,

* it is acquiring the new notes in the exchange offer in its
ordinary course of business;

* it has no arrangement or understanding with any person to
participate in a distribution of the new notes, and if it
is not a broker-dealer, it is not engaged in, and does not
intend to engage in, a distribution of the new notes;

* it is not an "affiliate" of Mail-Well I Corporation, as
defined in Rule 405 of the Securities Act, or if it is such
an affiliate, it will comply with the registration and
prospectus delivery requirements of the Securities Act to
the extent applicable; and

* if it is a broker-dealer, it will receive new notes for
its own account in exchange for old notes that it acquired
as a result of market-making activities or other trading
activities.

We will accept for exchange any and all old notes that are
properly tendered and not withdrawn in the exchange offer
prior to 5:00 p.m., New York City time, on ,
------------
2002. The exchange agent will deliver the new notes issued
pursuant to the exchange offer promptly following the
expiration date. See "The Exchange Offer--Terms of the
Exchange Offer; Period for Tendering Old Notes" on page 54.

Holders of old notes who would like to tender old notes in
exchange for new notes should be sure to allow enough time
for the old notes to be delivered on time. We are not
required to notify you of defects or irregularities in
tenders of old notes for exchange. Old notes that are not
tendered or that are tendered but we do not accept for
exchange will, following consummation of the exchange offer,
continue to be subject to the existing transfer restrictions
under the Securities Act and, upon consummation of the
exchange offer, certain registration and other rights under
the registration rights agreement will terminate. See "The
Exchange Offer--Procedures for Tendering Old Notes" on page
55 and "The Exchange Offer--Consequences of Failure to
Exchange" on page 59.

Federal Income Tax Considerations......... The exchange of old notes for new notes in the exchange
offer will not be a taxable event for U.S. federal income
tax purposes. See "Material Federal Income Tax
Considerations" on page 98.

Effect of Not Tendering................... If you do not exchange your old notes for new notes in the
exchange offer, you will continue to be subject to the
restrictions on transfer of your old notes described in the
legend on the certificates for your old notes. The
restrictions on transfer of your old notes arise because we
issued the old notes under exemptions from, or in
transactions not subject to, the registration requirements
of the Securities Act and applicable state securities laws.
In general, you may only offer or sell the old notes if they
are registered under the Securities Act and applicable state
securities laws, or are offered and sold under an exemption
from these requirements. We do not currently plan to
register the old notes under the Securities Act, and except
as described in "Description of the New Notes--Registration
Rights; Liquidated Damages" on page 72, we will have no
further obligation to provide for the registration under the
Securities Act of the old notes. Holders of old notes do not
have any appraisal or dissenters' rights in connection with
the exchange offer.

Regulatory Approvals...................... We do not believe that the receipt of any federal or state
approvals will be necessary in connection with the exchange
offer, other than the effectiveness of the registration
statement of which this prospectus constitutes a part.

SUMMARY DESCRIPTION OF THE NEW NOTES

Issuer.................................... Mail-Well I Corporation.

Interest Rate............................. The new notes will bear interest at an annual rate of
9 5/8%.

Interest Payment Dates.................... We will pay interest on the new notes semi-annually on March
15 and September 15 of each year, beginning September 15,
2002.

Optional Redemption....................... We may redeem the new notes, in whole or in part, on or
after March 15, 2007, at the redemption prices specified
under "Description of the New Notes--Optional Redemption" on
page 63.

In addition, prior to March 15, 2005, we may redeem new
notes, in an aggregate principal amount not to exceed 35% of
the aggregate principal amount of notes originally issued
and at a redemption price of 109.625%, with the net cash
proceeds of certain equity offerings. See "Description of
the New Notes--Optional Redemption" on page 63.

Change of Control......................... If we experience a change of control, we may be required to
make an offer to purchase the new notes at a purchase price
equal to 101% of the principal amount thereof, plus accrued
and unpaid interest, if any.

Ranking................................... The new notes will be:

* senior unsecured obligations and equal in right of payment
with all of our existing and future senior unsecured
indebtedness and that of the subsidiary guarantors;

* senior to all of our existing and future subordinated
obligations and those of our parent company and the
subsidiary guarantors of which $300.0 million was
outstanding on September 1, 2002; and

* effectively subordinated to $139.1 million of our parent
company's subordinated convertible notes, which are due in
November 2002, and our secured obligations, of which we
had $78.2 million outstanding as of September 1, 2002. On
that date, an additional $87.5 million was available under
our senior credit facility and an additional $55.0 million
in other secured borrowings were permitted under our
senior credit facility.

As of September 1, 2002, we had available cash of $71
million, and based on that amount we would be required to
borrow $68 million under our senior credit facility in
order to pay off the convertible notes. The $68 million is
separately reserved and is in addition to the $87.5 million
available as stated in the immediately preceding paragraph.

The indebtedness listed above as outstanding and available
includes amounts of outstanding and available indebtedness
of our subsidiary guarantors.

Asset Sale Proceeds....................... We may be obligated to offer to purchase new notes at a
redemption price of 100% of the principal amount thereof
plus accrued and unpaid interest, if any, to the date of
purchase, with the net cash proceeds of certain sales or
other dispositions of assets.

Guarantees................................ The new notes will be unconditionally guaranteed on a senior
unsecured basis by our parent company and certain of our
existing domestic subsidiaries and our future domestic
subsidiaries.

Restrictive Covenants..................... We will issue the new notes under the indenture among us,
the guarantors and State Street Bank and Trust Company, as
trustee. The indenture will contain covenants that will
limit our ability and the ability of our restricted
subsidiaries to:

* incur or guarantee additional indebtedness;

* pay dividends or distributions on, or redeem or
repurchase, our capital stock;

* make investments;

* engage in transactions with affiliates;

* transfer or sell assets;

* create liens;

* restrict dividend or other payments to us from our
subsidiaries;

* issue or sell capital stock of our subsidiaries; and

* consolidate, merge or transfer all or substantially all of
our assets and the assets of our subsidiaries.

These covenants are subject to important exceptions and
qualifications. See "Description of the New Notes--Certain
Covenants" on page 65.

Resale of the New Notes................... We believe that the new notes may be offered for sale,
resold or otherwise transferred by holders without
compliance with the registration and prospectus delivery
requirements of the Securities Act. Our belief is based on
interpretations by the staff of the Securities and Exchange
Commission, as set forth in no-action letters issued to
persons unrelated to us, and is conditioned upon the new
notes being acquired in the ordinary course of the holders'
business and the holders having no arrangement with any
person to engage in a distribution of new notes.
Furthermore, each holder, other than a broker-dealer, must
acknowledge that it is not engaged in, and does not intend
to engage in, a distribution of the new notes and has no
arrangement or understanding to participate in a
distribution of new notes.

Each broker-dealer that receives new notes for its own
account in this exchange offer must acknowledge that it will
comply with the prospectus delivery requirements of the
Securities Act in connection with any resale of the new
notes. Broker-dealers that acquired old notes directly from
us and not as a result of market-making activities or other
trading activities may not rely on the staff's
interpretations discussed above or participate in the
exchange offer and must comply with the prospectus delivery
requirements of the Securities Act in order to resell the
old notes.

Please note that the Commission has not considered this
exchange offer in the context of a no-action letter and we
cannot be sure that the staff of the Commission would make a
similar determination with respect to this exchange offer as
it did in the no-action letters to the unrelated persons
upon which we are relying.

Use of Proceeds........................... We will not receive any proceeds from this offering.

Risk Factors.............................. See "Risk Factors" beginning on page 7 for a discussion of
the factors you should carefully consider before deciding to
participate in the exchange offer.

RISK FACTORS

You should carefully consider all of the information in this
prospectus, including the following risk factors, before tendering your
shares in the exchange offer. When we use the term "notes" in this
prospectus, the term includes the old notes and the new notes.

RISKS RELATING TO THE EXCHANGE OFFER

SOME HOLDERS WHO EXCHANGE THEIR OLD NOTES MAY BE DEEMED TO BE UNDERWRITERS.

If you exchange your old notes in the exchange offer for the purpose of
participating in a distribution of the new notes, you may be deemed to have
received restricted securities and, if so, will be required to comply with
the registration and prospectus delivery requirements of the Securities Act
in connection with any resale transaction.

RISKS RELATING TO HOLDING THE NEW NOTES

OUR SUBSTANTIAL EXISTING DEBT SERVICE REQUIREMENTS COULD IMPAIR OUR
FINANCIAL CONDITION AND OUR ABILITY TO FULFILL OUR OBLIGATIONS UNDER OUR
INDEBTEDNESS, INCLUDING THE NOTES.

We have incurred substantial amounts of debt, and our level of debt may
affect our operations and our ability to make payments on the new notes. As
of June 30, 2002, our total indebtedness was approximately $939.3 million,
representing 80.9% of our total capitalization (net of cash), and our
interest expense for the six months ended June 30, 2002 was approximately
$33.9 million.

Our substantial indebtedness could have several important effects on
our future operations. For example:

* our ability to obtain additional financing for working capital,
capital expenditures, acquisitions or other corporate purposes in the
future may be limited;

* a substantial portion of our cash flow from operations will be
dedicated to the payment of principal and interest on indebtedness,
and will not be available to fund working capital, capital
expenditures, acquisitions and other business purposes;

* we may be more vulnerable to economic downturns or other adverse
developments than less leveraged competitors;

* borrowings under our senior credit facility bear interest at
fluctuating rates, which could result in higher interest expense in
the event of an increase in interest rates; and

* we may be unable to repurchase all of the notes tendered to us if we
undergo a change of control.

Our ability to make scheduled payments of principal or interest on, or
to reduce or refinance, indebtedness will depend on our future operating
performance and resulting cash flow. To a certain extent, our future
performance will be subject to prevailing economic conditions and
financial, competitive and other factors beyond our control. If our
business, or businesses that we acquire in the future, do not generate
sufficient cash flow from operations to enable us to service all of our
debt, including the new notes or any old notes that remain outstanding
after completion of the exchange offer, we may trigger an event of default
under some or all of our indebtedness. We may need additional funding from
either debt or equity offerings in the future in order to refinance our
existing debt, including the new notes, or to continue to grow our
business. Adequate sources of funding for these purposes may not be
available to us on satisfactory terms, on a timely basis or at all. For
further information regarding the term of our indebtedness, see
"Description of the New Notes" on page 60 and "Description of Certain
Indebtedness" on page 94.

THE TERMS OF OUR INDEBTEDNESS IMPOSE SIGNIFICANT RESTRICTIONS ON OUR
BUSINESS.

The indentures governing the new notes and our senior subordinated
notes and the agreement governing our most recent senior credit facility
contain various covenants that limit our ability, and that of our
restricted subsidiaries, to, among other things:

* incur or guarantee additional indebtedness;

* make restricted payments, including dividends;

* create or permit to exist certain liens;

* enter into business combinations and asset sale transactions;

* make investments;

* enter into transactions with affiliates; and

* enter into new businesses.

These restrictions could limit our ability to obtain future financing,
make acquisitions or needed capital expenditures, withstand a further
downturn in our business or the economy in general, conduct operations or
otherwise take advantage of business opportunities that may arise. Our
senior credit facility also requires us to maintain a specified financial
ratio. Our ability to meet the financial ratio required by our senior
credit facility may be affected by events beyond our control, such as
general economic conditions. Our failure to maintain this ratio would
prevent us from borrowing additional amounts under our senior credit
facility, and could result in a default under that facility. A default
could cause the indebtedness outstanding under the facility, and by reason
of cross-acceleration or cross-default provisions, the new notes and any
other indebtedness we may then have, to become immediately due and payable.
If we are unable to repay those amounts, the lenders under our senior
credit facility could initiate a bankruptcy proceeding or liquidation
proceeding or proceed against the collateral granted to them to secure that
indebtedness. If the lenders under our senior credit facility were to
accelerate the repayment of outstanding borrowings, we might not have
sufficient assets to repay our indebtedness, including the new notes. See
"Description of the New Notes" on page 60 and "Description of Certain
Indebtedness" on page 94.

THERE ARE ADDITIONAL BORROWINGS AVAILABLE TO US THAT COULD FURTHER
EXACERBATE THE RISKS DESCRIBED ABOVE.

Despite current indebtedness levels, we and our subsidiaries may be able
to incur substantial additional indebtedness in the future. The terms of the
indenture governing the new notes limit but do not prohibit us from doing
so. Our senior credit facility would currently permit additional borrowings
of up to $211 million (less any outstanding letters of credit). All of those
borrowings would be secured and effectively senior to the new notes and the
guarantees. If new debt is added to our and our subsidiaries' current debt
levels, the related risks that we and they now face could intensify.

NOT ALL SUBSIDIARIES ARE GUARANTORS OF THE NEW NOTES, AND YOUR RIGHT TO
RECEIVE PAYMENTS ON THE NEW NOTES COULD BE ADVERSELY AFFECTED IF ANY OF OUR
NON-GUARANTOR SUBSIDIARIES DECLARE BANKRUPTCY, LIQUIDATE OR REORGANIZE.

Some of our subsidiaries will guarantee the new notes. See "Description
of the New Notes--Note Guarantees; Restrictions on Mail-Well, Inc. and
Subsidiaries" on page 62. The guarantor subsidiaries would be released from
their guarantees upon their sale if we satisfy certain conditions under the
indenture regarding application of the sale proceeds. In the event of a
bankruptcy, liquidation or reorganization 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.
Such actions by the non-guarantor subsidiaries could adversely affect our
debt coverage ratios or our ability to make payments on the new notes when
they become due. After giving effect to the offering of the old notes and
assuming we

had completed the exchange offer prior to December 31, 2001, the new notes
would have been effectively junior to approximately $43 million of
indebtedness and other liabilities, including trade payables, of our
non-guarantor subsidiaries. In addition, an indeterminate amount may be
available to those subsidiaries for future borrowing. The non-guarantor
subsidiaries generated approximately 9% of our consolidated revenues in the
year ended December 31, 2001 and held approximately 14% of our consolidated
assets and approximately 4% of our consolidated liabilities as of December
31, 2001.

THE GUARANTEES MAY BE SUBJECT TO FRAUDULENT CONVEYANCE LAWS, AND A COURT
MAY VOID THE GUARANTEES OF THE NEW NOTES OR SUBORDINATE THE GUARANTEES TO
OTHER OBLIGATIONS OF THE SUBSIDIARY GUARANTORS.

Although standards may vary depending on the applicable law, generally
under U.S. federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, if a court were to find that, among other things,
at the time any guarantor of the new notes incurred the debt evidenced by
its guarantee of the new notes, the guarantor:

either:

* was insolvent or rendered insolvent by reason of the incurrence of
the guarantee;

* was engaged or about to engage in a business or transaction for which
that guarantor's remaining assets constituted unreasonably small
capital;

* was a defendant in an action for money damages, or had a judgment for
money damages docketed against it, if in either case, after a final
judgment, the judgment was unsatisfied;

* intended to incur, or believed that it would incur, debts beyond its
ability to pay such debts as they mature;

and

* the guarantor received less than reasonably equivalent value or fair
consideration for the incurrence of its guarantee; or

* incurred the guarantee or made related distributions or payments with
the intent of hindering, delaying or defrauding creditors,

the guarantee of that guarantor could be voided by the court, or claims by
holders of the new notes under the guarantee could be subordinated to other
debts of that guarantor. In addition, any payment by that guarantor
pursuant to its guarantee could be voided and required to be returned to
the guarantor, or to a fund for the benefit of the creditors of the
guarantor. Different courts may apply these standards differently to the
guarantees of the new notes, and accordingly, one or more of the guarantees
may be adversely affected as described above.

THE NEW NOTES AND THE GUARANTEES THEREOF ARE EFFECTIVELY JUNIOR TO ALL OF
OUR AND THE GUARANTORS' EXISTING AND FUTURE SENIOR SECURED DEBT TO THE
EXTENT OF THE COLLATERAL.

The new notes and the guarantees provided by the guarantors will be
general unsecured obligations. This means that you will have no recourse to
our or the guarantors' specific assets upon any event of default under the
indenture governing the new notes. Accordingly, the new notes will be
effectively subordinated to any of our secured obligations to the extent of
the value of the assets securing such obligations. Under certain
circumstances, we may also incur secured debt to other creditors that will
have the right to be repaid out of specific property. Your right to be
repaid principal and interest on the new notes will be secondary to the
right of our lenders to be repaid for all current and future borrowings
under our senior credit facility and other secured debt. We may also issue
additional unsecured and unsubordinated debt, which will also rank equally
with your right to be repaid. Your right to be repaid amounts owing under
the guarantees will rank equally to the rights of other unsecured and
unsubordinated obligations of the guarantors.

If we default on the new notes, become bankrupt, liquidate or
reorganize:

* you will be entitled to be repaid from our remaining assets only
after any secured creditors have been paid out of proceeds from the
sale of their collateral; and

* to the extent there are assets available after all of the foregoing
creditors have been paid, then you will be entitled to be repaid on a
pro rata basis with and only to the extent that there are sufficient
assets to repay any other obligations of the Company and its
subsidiaries that rank equally with the new notes in right of
payment.

In the event we or the guarantors become bankrupt, liquidate or
reorganize or become involved in a similar proceeding, if we have secured
debt, the holders of the new notes will participate with all other holders
of our or the guarantors' unsecured and unsubordinated indebtedness in the
assets remaining after we and the guarantors have paid all of our secured
debt. In any such case, we and the guarantors may not have sufficient funds
to pay all of our unsecured creditors. If the holders of our secured debt
are not fully paid, the holders of the new notes will not receive any
payments. If, at the time of a bankruptcy, liquidation, reorganization or
similar proceeding relating to us or the guarantors, we and the guarantors
have no secured debt, holders of the new notes will participate ratably with
all of our and the guarantors' other unsecured and unsubordinated creditors,
including unsecured trade creditors and tort claimants, in our and the
guarantors' assets. See "Description of the New Notes" on page 60.

Assuming we had completed this offering on September 1, 2002 and after
giving effect to the offering of the old notes, the new notes and the
guarantees would have been effectively subordinated to approximately $78
million of secured debt, and approximately $211 million (less any
outstanding letters of credit) would have been available for borrowing as
additional secured debt under our senior credit facility. Under the terms
of the indenture, we will be permitted to borrow substantial additional
indebtedness, including secured debt, in the future. See "Description of
the New Notes--Certain Covenants--Incurrence of Indebtedness" on page 67.

THE INSTRUMENTS GOVERNING OUR CURRENT DEBT CONTAIN CROSS DEFAULT PROVISIONS
THAT MAY CAUSE ALL OF THE DEBT ISSUED UNDER SUCH INSTRUMENTS TO BECOME
IMMEDIATELY DUE AND PAYABLE AS A RESULT OF A DEFAULT UNDER AN UNRELATED
DEBT INSTRUMENT.

Our senior credit facility and the indenture pursuant to which our
existing 8 3/4% senior subordinated notes were issued, as well as the
indenture under which the new notes are being issued, contain numerous
financial and operating covenants and require us and our subsidiaries to
meet certain financial ratios and tests. Our failure to comply with the
obligations contained in the senior credit facility, the senior
subordinated indenture or the indenture governing the new notes could
result in an event of default under our senior credit facility, the senior
subordinated indenture or the indenture, which could result in the related
debt and the debt issued under other instruments to become immediately due
and payable. In such event, we would need to raise funds through any number
of alternative available sources, which funds may not be available to us on
favorable terms, on a timely basis or at all. Alternatively, such a default
would require us to sell our assets and otherwise curtail operations in
order to pay our creditors. For further information concerning the
cross-default provisions of our indebtedness, see "Description of the New
Notes--Events of Default and Remedies" on page 74 and "Description of
Certain Indebtedness" on page 94.

WE MAY BE UNABLE TO REPURCHASE THE NEW NOTES IF WE EXPERIENCE A CHANGE OF
CONTROL.

If we were to experience a change of control, as defined in the
indenture governing the new notes, we would be required to make an offer to
purchase all of the new notes at a purchase price equal to 101% of the
principal amount, plus accrued and unpaid interest. Our senior credit
facility restricts our ability to repurchase new notes, including the
repurchase of new notes under a change of control offer. Our failure to
repay holders tendering new notes upon a change of control would result in
an event of default under the new notes. A change of control, or an event of
default under the new notes, may also

result in an event of default under our senior credit facility, which may
result in the acceleration of the indebtedness under that facility requiring
us to repay that indebtedness immediately. If a change of control were to
occur, we may not have sufficient funds to repay debt outstanding under the
senior credit facility or to purchase the new notes or any other securities
which we would be required to offer to purchase or that become immediately
due and payable as a result. We expect that we would require additional
financing from third parties to fund any such purchases, and such financing
may not be available to us on satisfactory terms, or at all.

THERE IS NO PUBLIC TRADING MARKET FOR THE NOTES, AND THEY ARE SUBJECT TO
TRANSFER RESTRICTIONS.

The new notes will be a new issue of securities for which there will be
a limited trading market.

The initial purchasers of the old notes have advised us that they are
making a market in the notes and will do so for the new notes following the
completion of this offering. However, the initial purchasers are not
obligated to do so, and may discontinue any market-making activities with
respect to the new notes at any time without notice. In addition, such
market-making activity will be subject to the limitations imposed by the
Securities Act and the Securities Exchange Act of 1934, and may be limited
during this exchange offer.

If an active market for the new notes were to exist, the new notes
might trade at prices lower than their initial offering price. The trading
price would depend on many factors, such as prevailing interest rates and
the market for similar securities, general economic conditions and our
financial condition, performance and prospects.

RISKS RELATED TO OUR BUSINESS

OUR PARENT COMPANY'S CONVERTIBLE NOTES BECOME DUE IN NOVEMBER 2002, AND WE
MAY NEED TO BORROW ON OUR SENIOR CREDIT FACILITY TO REPAY A PORTION OF
THOSE NOTES.

Mail-Well, Inc. has outstanding $139 million in aggregate principal
amount of 5% convertible notes. The convertible notes are due November 1,
2002. We expect to use available cash and, to the extent necessary,
borrowings under our senior credit facility to repay an inter-company note
between the Company and the Parent Company, which will use those funds to
repay the holders of the convertible notes. As of September 1, 2002, we had
available cash of $71 million, and based on that amount we would be
required to borrow $68 million under our senior credit facility in order
to pay off the convertible notes. The senior credit facility has several
conditions to borrowing. If we are unable to satisfy all of these
conditions, we would be unable to borrow under the senior credit facility
to repay the convertible notes. We would then need to obtain the funds to
repay the convertible notes through other sources, which funds may not be
available to us on favorable terms, on a timely basis or at all. The Parent
Company's failure to pay the convertible notes when due would be an event
of default under the convertible notes.

WE HAVE RECENTLY REPORTED LOSSES, AND IT IS UNCERTAIN WHEN WE WILL RETURN
TO PROFITABILITY.

We reported losses for the last three fiscal quarters of 2001 primarily
as a result of expenses related to our restructuring initiatives and the
economic slowdown. The slowdown in the economy during 2001 significantly
impacted sales. Reductions by our customers in spending on printed
advertising material and direct mail promotions impacted sales of commercial
printing and envelopes. Technology and telecommunications customers in
particular, significantly reduced their promotional spending in 2001 due to
the decline in those sectors. In addition, sales of traditional business
forms by our printed office products business declined in 2001. These
adverse factors have continued to affect our results in the six months ended
June 30, 2002, and our results were below the results of the comparable
period in 2001. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Consolidated Results of Operations" on
page 21. Our ability to return to profitability depends in part on our
customers' recovery from this slowdown and the success of our efforts to
reduce operating expenses through our plant consolidations and ongoing
cost-cutting

measures in connection with our recent strategic initiatives. Our operating
results are difficult to predict, and we may not be successful in achieving
increased revenues, positive cash flows or profitability.

WE NEED TO MAKE ADDITIONAL STRUCTURAL CHANGES IN RESPONSE TO CONTINUING
SALES DECLINES.

On August 21, 2002, our management approved a new restructuring plan
necessitated by the continued sales declines we are experiencing,
especially in our commercial printing business. A summary of this plan is
as follows:

* The sale or closure of our commercial printing plant in New York;

* Substantial curtailment of our printing operations in Philadelphia,
Pennsylvania and Seattle, Washington;

* Redeployment of our web presses now located in Indianapolis, Indiana
and Portland, Oregon; and

* Employee reductions throughout the organization.

We estimate the cost of this restructuring plan to be approximately $50
million, of which $31 million will be non-cash.

The implementation of these changes may adversely affect our results of
operations due to diversion of management's attention, negative reactions
from customers and other factors. Furthermore, the costs of the
restructuring may be higher than our estimates or may have a higher cash
component, the restructuring may take longer to implement than we expect
and anticipated cost savings may not fully materialize.

TO THE EXTENT THAT WE MAKE SELECT ACQUISITIONS, WE MAY NOT BE ABLE TO
SUCCESSFULLY INTEGRATE THE ACQUIRED BUSINESSES INTO OUR BUSINESS.

In the past, we have grown rapidly through acquisitions. The terms of
our senior credit facility and our current financial resources limit the
acquisitions that we may pursue. To the extent that we pursue acquisitions,
we cannot be certain that we will be able to identify and acquire other
businesses on favorable terms or that, if we are able to acquire businesses
on favorable terms, we will be able to successfully integrate the acquired
businesses into our current business or profitably manage them.

THE PRINTING BUSINESS DOES NOT GENERALLY USE LONG-TERM AGREEMENTS, AND OUR
PRINTING OPERATIONS MAY BE SUBJECT TO QUARTERLY AND CYCLICAL FLUCTUATIONS.

The printing industry in which we compete is generally characterized by
individual orders from customers or short-term contracts. Most of our
customers are not contractually obligated to purchase products or services
from us. Most customer orders are for specific printing jobs, and repeat
business largely depends on our customers' satisfaction with the work we
do. Due to these factors, any particular customer may not continue to do
business with us or may substantially decrease the amount of business they
do with us at any time. This makes it difficult for us to accurately
forecast our operating results. In addition, the timing of particular jobs
or types of jobs at particular times of year may cause significant
fluctuations in the operating results of our various printing operations in
any given quarter. We depend to some extent on sales to certain industries,
such as the advertising, automotive and direct mail marketing industries.
We estimate that approximately 50% of our commercial printing sales are
related to advertising. To the extent these industries experience
downturns, as is currently the case in advertising, the results of our
operations are adversely affected.

OUR INDUSTRY IS HIGHLY COMPETITIVE.

The printing industry in which we compete is extremely fragmented and
highly competitive. In the commercial printing market, we compete against a
number of large, diversified and financially stronger

printing companies, as well as regional and local commercial printers, many
of which are capable of competing with us on volume, price and production
quality. In the envelope market, we compete primarily with a few multi-plant
and many single-plant companies servicing regional and local markets. There
currently is excess capacity in the printing and envelope industries, which
could result in excessive price competition. Our efforts to reduce our costs
and become more efficient may not be successful, and our competitors may be
more successful in their similar efforts. If we fail to reduce costs and
increase productivity, we may face decreased profit margins in markets where
we encounter price competition, which in turn could reduce our cash flow and
profitability.

FACTORS AFFECTING U.S. AND CANADIAN POSTAL SERVICES CAN IMPACT OUR
BUSINESS.

Most envelopes used in the United States and Canada are sent through the
mail and, as a result, postal rates can significantly affect envelope usage.
Historically, increases in postal rates, relative to changes in the cost of
alternative delivery means and/or advertising media, have resulted in
temporary reductions in the growth rate of mail sent, including direct mail,
which is a significant portion of our envelope volume. Direct mail marketers
may reduce their volume as a result of any future increases in postal rates.
In such event, we would expect to experience a decrease in cash flow and
profitability.

Factors other than postal rates that detrimentally affect the volume of
mail sent through the U.S. and Canadian postal systems may also negatively
affect our business. If the threats of mass bio-terrorism in the U.S. mail
system persist, or if there is a perception of a lack of safety in the U.S.
or Canadian postal systems, direct mail marketers may reduce their volume
as a result of any such persisting threats or insecurity. Any resulting
decreases in demand could have a negative effect on the level of mail sent
or the volume of envelopes purchased.

INCREASES IN PAPER COSTS AND ANY DECREASES IN THE AVAILABILITY OF PAPER
COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

Paper costs represent a significant portion of our cost of materials.
Paper pricing impacts the operating margins of our envelope business because
we generally are not able to increase our prices as quickly as paper prices
increase. We may not be able to continue to pass on future increases in the
cost of paper to our customers. Moreover, rising paper costs and their
consequent impact on our pricing could lead to a decrease in our volume of
units sold. For example, successive paper price increases during late 1995
and early 1996 resulted in a decline in demand for our products,
particularly from the direct mail advertising industry. If we are not
successful in negotiating favorable pricing terms in the future, this may
result in decreased sales volumes as well as decreased cash flow and
profitability. We have received notice of an expected increase of 10% in the
price of uncoated paper, to take effect in the fourth quarter of 2002.

We depend on the availability of paper in manufacturing most of our
products. Unforeseen developments in world paper markets coupled with
shortages of raw paper could result in a decrease in supply, which in turn
would cause a decrease in the volume of products we could produce and sell
and a corresponding decrease in cash flow and profitability.

THE AVAILABILITY OF ALTERNATIVE DELIVERY MEDIA MAY ADVERSELY AFFECT OUR
BUSINESS.

Our envelope manufacturing and printing business is highly dependent
upon the demand for envelopes sent through the mail. Such demand comes from
utility companies, banks and other financial institutions, among others. Our
printing business also depends upon demand for printed advertising and
business forms, among others. Consumers increasingly use the Internet and
other electronic media to purchase goods and services, and for other
purposes such as paying utility and credit card bills. Advertisers use them
for targeted campaigns directed at specific electronic user groups. Large
and small businesses use electronic media to conduct business, send invoices
and collect bills. As a result, we expect the demand for envelopes,
traditional business forms and other printed materials for these purposes to
decline. If demand for our products for these purposes decreases and is not
replaced by

increased demand from other uses of these products, we may not generate
sufficient cash flow to make required payments on the notes.

WE DEPEND ON GOOD LABOR RELATIONS.

Following the sale of our prime label segment, as of August 15, 2002,
we had approximately 11,100 full-time employees, of whom approximately
2,200 were members of various local labor unions. If our unionized
employees were to engage in a concerted strike or other work stoppage, or
if other employees were to become unionized, we could experience a
disruption of operations, higher labor costs or both. A lengthy strike
could result in a material decrease in our cash flow or profitability.

ENVIRONMENTAL LAWS MAY AFFECT OUR BUSINESS.

Our operations are subject to federal, state, local and foreign
environmental laws and regulations, including those relating to air
emissions, wastewater discharge, waste generation, handling, management and
disposal, and remediation of contaminated sites. In addition, some of the
sellers from which we have bought businesses in the past have been
designated as potentially responsible parties under the federal
Comprehensive Environmental Response, Compensation and Liability Act of
1980, or CERCLA, or similar legislation in Canada, with respect to off-site
disposal of hazardous waste at two sites. CERCLA imposes strict, and in
certain circumstances joint and several, liability for response costs.
Liability may also include damages to natural resources. Currently unknown
conditions or matters may subject us to material costs for compliance with
or remediation under environmental laws and regulations, and available
indemnities may not be adequate to cover all such costs. Any such costs,
new laws and regulations, or stricter interpretations of existing laws and
regulations may have a material adverse effect on our business or
operations in the future.

IT MAY ADVERSELY AFFECT OUR BUSINESS IF WE CANNOT ATTRACT OR RETAIN KEY
MANAGEMENT PERSONNEL.

We do not as a matter of policy have employment agreements with our
executive officers, and we may not be able to retain our executive officers
and key personnel or attract additional qualified management in the future.
If we are unable to retain current management, our ability to successfully
execute our business strategy may be adversely impacted, and as a
consequence our results of operations may not improve as quickly as we
expect. In addition, the success of any acquisitions we may pursue may
depend, in part, on our ability to retain management personnel of the
acquired companies. If such personnel do not continue in service with us
for an adequate period of time following our completion of an acquisition,
we may not integrate the acquired business into ours as quickly or
effectively as we expected to, and the advantage we expected to gain from
the acquisition may be diminished or lost. We do not carry key person
insurance on any of our managerial personnel.

FORWARD-LOOKING STATEMENTS

All statements included in this prospectus regarding the prospects of
our industry and our prospects, plans, financial position and business
strategy, other than statements of historical facts, may constitute
forward-looking statements. In addition, forward-looking statements
generally can be identified by the use of forward-looking terminology such
as "may," "will," "should," "expect," "intend," "estimate," "anticipate,"
"believe," "predict," "potential" or "continue" or the negatives of these
terms or variations of them or similar terminology. Although we believe
that the expectations reflected in these forward-looking statements are
reasonable, we cannot assure you that these expectations will prove to be
correct. Important factors that could cause actual results to differ
materially from our expectations are disclosed in this prospectus,
including in conjunction with the forward-looking statements included in
this prospectus and under "Risk Factors." All subsequent written and oral
forward-looking statements attributable to us or persons acting on our
behalf are expressly qualified in their entirety by the cautionary
statements included in this document. These forward-looking statements
speak only as of the date of this prospectus. We do not intend to update
these statements unless the securities laws require us to do so.

USE OF PROCEEDS

We will not receive any proceeds from the issuance of the new notes or
consummation of the exchange offer. In consideration for issuing the new
notes as contemplated in this prospectus, we will receive corresponding old
notes in like principal amount. The old notes will be retired and cancelled
and cannot be reissued. Accordingly, issuance of the new notes will not
result in any change in our indebtedness.

The approximate net proceeds from our sale of the old notes, after
deducting underwriting fees and expenses of the offering, were $342.2
million. We used the net proceeds to repay $197.0 million of our bank term
debt, $134.0 million of our revolving credit facility, and $9.2 million of
other debt. The remaining $2.0 million of proceeds from the offering were
used for other working capital needs.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

The selected consolidated historical financial information for the
years ended December 31, 1999 through 2001 are derived from our
consolidated financial statements and notes, which have been audited by
Ernst & Young LLP. The previously audited financial statements for the
years ended December 31, 1997 and 1998 have been restated to reflect our
discontinued operations. This information for 1997 and 1998 has been
prepared by management, and these adjustments have not been reviewed by our
current or prior auditors. The following summary information for the six
months ended June 30, 2002 and 2001 is derived from our interim unaudited
consolidated financial statements.

Since the information presented below is only a summary and does not
provide all of the information contained in our financial statements,
including the related notes, you should read this information in
conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" beginning on page 20, and the
consolidated financial statements and accompanying notes beginning at page
F-1 of this prospectus.

SIX MONTHS ENDED
YEAR ENDED DECEMBER 31 JUNE 30
-------------------------------------------------------------- -------------------
1997 1998 1999 2000 2001 2001 2002
---------- ---------- ---------- ---------- ---------- -------- --------

STATEMENT OF OPERATIONS:
Net sales......................... $1,096,830 $1,463,097 $1,699,222 $2,044,350 $1,868,768 $960,336 $864,449
Cost of sales..................... 857,105 1,159,328 1,315,735 1,599,613 1,481,135 755,999 697,582
---------- ---------- ---------- ---------- ---------- -------- --------
Gross profit.................. 239,725 303,769 383,487 444,737 387,633 204,337 166,867
Selling, general and
administrative expenses......... 153,897 191,780 232,679 300,035 293,201 151,352 138,255
Restructuring, impairments and
other charges................... -- 28,923 1,807 14,488 79,608 28,856 43,078
---------- ---------- ---------- ---------- ---------- -------- --------
Operating income.............. 85,828 83,066 149,001 130,214 14,824 24,129 (14,466)
Interest expense.................. 30,157 34,853 45,811 72,997 63,314 33,771 33,878
Other expense (income), net....... (2,088) (1,009) (1,228) 847 1,923 984 337
---------- ---------- ---------- ---------- ---------- -------- --------
Income (loss) before income
taxes....................... 57,759 49,222 104,418 56,370 (50,413) (10,626) (48,681)
Provision (benefit) for income
taxes........................... 22,783 23,676 42,421 21,624 (5,200) (1,126) (7,128)
---------- ---------- ---------- ---------- ---------- -------- --------
Income (loss) from continuing
operations...................... 34,976 25,546 61,997 34,746 (45,213) (9,500) (41,553)
Income (loss) from discontinued
operations, net of income tax
expense (benefit)............... (6,100) 295 2,485 (8,575) (91,004) (79,403) (8,152)
---------- ---------- ---------- ---------- ---------- -------- --------
Income (loss) before extraordinary
gain............................ 28,876 25,841 64,482 26,171 (136,217) (88,903) (49,705)
Extraordinary gain (loss),
net......................... -- (4,132) -- 1,447 -- -- (10,125)
---------- ---------- ---------- ---------- ---------- -------- --------
Net income (loss)................. $ 28,876 $ 21,709 $ 64,482 $ 27,618 $ (136,217) $(88,903) $(59,830)
========== ========== ========== ========== ========== ======== ========
Income (loss) from continuing
operations per share--basic..... $ 0.86 $ 0.55 $ 1.27 $ 0.71 $ (0.95) $ (0.20) $ (0.87)
Income (loss) from continuing
operations per share--
diluted......................... $ 0.82 $ 0.53 $ 1.16 $ 0.70 $ (0.95) $ (0.20) $ (0.87)

OTHER FINANCIAL DATA:
Ratio of earnings to fixed
charges(1)...................... 1.94x 1.62x 2.07x 1.37x N/A N/A

DECEMBER 31
-------------------------------------------------------------- JUNE 30
1997 1998 1999 2000 2001 2002
---------- ---------- ---------- ---------- ---------- -----------

BALANCE SHEET DATA:
Working capital........................... $ 105,442 $ 157,248 $ 94,459 $ 363,384 $ 19,130 $ 197,520
Property, plant and equipment, net........ 262,797 388,883 451,419 480,327 422,278 401,088
Intangible assets, net.................... 173,716 305,108 380,914 496,152 411,416 413,874
Total assets.............................. 671,411 1,127,955 1,310,260 1,683,592 1,475,576 1,447,123
Total debt................................ 340,890 587,124 666,397 922,351 855,221 939,293
Long-term debt............................ 330,357 584,301 652,743 881,976 552,051 794,867
Shareholders' equity...................... 171,820 299,375 375,310 385,853 241,877 186,791
Book value per share...................... 3.99 6.13 7.63 8.13 5.01 3.87

--------
(1) For purposes of calculating the ratio of earnings to fixed charges, (i) earnings consist of income (loss) from continuing
operations before fixed charges and income taxes, and (ii) fixed charges consist of interest expense on all indebtedness
(including amounts allocated to discontinued operations), including the amount of amortization of deferred financing costs
and capitalized interest in 2001 and 2000. For the six months ended June 30, 2002 and the year ended December 31, 2001, the
earnings, as defined above, were less than fixed charges, as defined above, by $41.6 million and $45.5 million, respectively.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial data
include an unaudited pro forma condensed consolidated statement of
operations for the year ended December 31, 2001 and the six months ended
June 30, 2002. The pro forma statements are derived from our audited
consolidated financial statements for the year ended December 31, 2001 and
our unaudited consolidated financial statements for the period ended June
30, 2002, which are included elsewhere in this prospectus. The unaudited
pro forma condensed consolidated financial data have been prepared for
illustrative purposes only and do not purport to represent what our
financial condition or results of operations would actually have been had
the transactions described below in fact occurred as of the dates
specified. In addition, the unaudited pro forma condensed consolidated
financial data do not purport to project our results of operations as of
any date or for any future period.

The unaudited pro forma condensed consolidated statement of operations
includes the effects of the issuance of the new notes and other adjustments
related to the issuance of the new notes. The unaudited pro forma condensed
consolidated financial data should be read in conjunction with our audited
financial statements as of December 31, 2001 and the year then ended and
our unaudited consolidated financial statements as of June 30, 2002 and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" beginning on page 20.

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2002
AND THE YEAR ENDED DECEMBER 31, 2001
(in thousands)
(Unaudited)

SIX MONTHS ENDED JUNE 30, 2002
------------------------------

PRO FORMA
OFFERING
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ----------

Net sales........................................... $ 864,449 $ $ 864,449
Cost of sales....................................... 697,582 697,582
---------- -------- ----------
Gross profit.................................... 166,867 166,867
Selling, general and administrative expenses........ 138,255 138,255
Restructuring, asset impairments and other
charges........................................... 43,078 43,078
---------- -------- ----------
Operating loss...................................... (14,466) (14,466)
Interest expense (income)........................... 33,878 16,844 (a) 42,753
(6,985)(a)
(1,438)(b)
454 (c)
Other expenses...................................... 337 337
---------- -------- ----------
Loss from continuing operations before income
taxes............................................. (48,681) (8,875) (57,556)
Benefit for income taxes............................ (7,128) (3,417)(d) (10,545)
---------- -------- ----------
Net loss from continuing operations before
extraordinary items............................... $ (41,553) $ (5,458) $ (47,011)
========== ======== ==========

YEAR ENDED DECEMBER 31, 2001
----------------------------

PRO FORMA
OFFERING
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ----------

Net sales........................................... $1,868,768 $ $1,868,768
Cost of sales....................................... 1,481,135 1,481,135
---------- -------- ----------
Gross profit.................................... 387,633 387,633
Selling, general and administrative expenses........ 293,201 293,201
Restructuring, asset impairments and other
charges........................................... 79,608 79,608
---------- -------- ----------
Operating income.................................... 14,824 14,824
Interest expense (income)........................... 63,314 33,688 (a) 77,592
(19,015)(a)
(1,299)(b)
904 (c)
Other expenses...................................... 1,923 1,923
---------- -------- ----------
Loss from continuing operations before income
taxes............................................. (50,413) (14,278) (64,691)
Benefit for income taxes............................ (5,200) (5,497)(d) (10,697)
---------- -------- ----------
Net loss from continuing operations before
extraordinary items............................... $ (45,213) $ (8,781) $ (53,994)
========== ======== ==========

NOTES TO THE UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS

(Amounts in thousands)

(a) Adjustment to record interest on the new notes, less interest incurred
on the portions of the Tranche A and B term loans and on other senior
debt repaid by the new notes and the reduction of interest expense as a
result of assumed decrease in balances outstanding under the revolving
credit facility.

DECEMBER 31 JUNE 30
2001 2002
------------ ---------

Interest on new notes.......................... $ 33,688 $16,844
Less:
Interest on Tranche A term loan repaid..... (7,114) (2,827)
Interest on Tranche B term loan repaid..... (7,242) (2,898)
Interest on other senior debt repaid....... (937) (317)
Interest on revolving credit facility...... (3,722) (946)
-------- -------
(19,015) (6,985)
-------- -------
$ 14,673 $ 9,859
======== =======

(b) Adjustment to remove amortization of deferred financing fees related to
the senior credit facility, which were written off as a result of the
sale of the new notes, net of additional amortization on fees incurred
to amend the senior credit facility. The pro forma adjustment does not
include the impact on results of the write-off of these fees since the
write-off is nonrecurring.

(d) Adjustment to record the taxes on the above adjustments at the
statutory rate of 38.5%.

Ratio of Earnings to Fixed Charges--For purposes of calculating the pro
forma ratio of earnings to fixed charges, (i) earnings consist of income
(loss) from continuing operations before fixed charges and income taxes,
and (ii) fixed charges consist of interest expense on all indebtedness
(including amounts allocated to discontinued operations), including the
amount of amortization of deferred financing costs and capitalized
interest. For the pro forma six months ended June 30, 2002 and the pro
forma year ended December 31, 2001, the earnings, as defined above, were
less than fixed charges, as defined above, by $57.6 million and $35.6
million, respectively.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

CORPORATE OVERVIEW

In 2001, we adopted a strategy to focus on our two primary
businesses--envelopes and commercial printing--and announced plans to
divest our prime label and printed office products businesses and the
filing products division of our envelope business and the digital graphics
division of our commercial printing business. In addition to the planned
divestitures, we initiated a restructuring program to consolidate
manufacturing facilities to improve our competitive position and several
other initiatives to significantly improve operations, reduce costs and
increase marketing effectiveness.

In February 2002, we sold Curtis 1000 Inc., the distribution business
included in our printed office products business, and in May 2002, we sold
our prime label business. As of June 2002, we had not received an offer for
PrintXcel, also part of our printed office products business, that we
considered consistent with its value. Because PrintXcel generates reliable
cash flow and a satisfactory return on assets we concluded that it was not
in our best interest to sell this business, and we discontinued our efforts
to do so. This business is now an integral part of our strategy of expanding
our print products and services to a larger customer base.

In August 2002, we sold the filing products division of our envelope
business. We are continuing our efforts to sell the digital graphics
division of our commercial printing business.

We believe we are the world's largest manufacturer of envelopes. We
produce approximately 43 billion envelopes annually in our 40 envelope
manufacturing facilities located throughout the United States and Canada.
Approximately 84% of these envelopes are customized specifically for our
customers for use in billing and remittance, direct mail advertising and
specialty packaging. The remaining 16% are stock envelopes sold into the
resale market.

We are also one of the largest commercial printers in the United
States. We operate 29 printing plants located strategically throughout the
United States and one in Canada. We specialize in high impact printing, in
which we print a wide range of premium printed products for national and
regional customers, including advertising literature, corporate identity
materials, annual reports, car brochures, calendars, greeting cards, brand
marketing collateral, catalogs, maps, CD packaging and direct mail. We also
produce general commercial printing for local and regional customers.

In addition, we operate a printed office products business. This
business, which operates 12 manufacturing facilities throughout the United
States, is a leading supplier of customized and stock labels, mailers and
printed business documents to small and mid-size businesses generally
through independent distributors of office products. The labels produced
and sold by our printed office products division do not compete with those
produced and sold by the now-divested prime label business due to
differences in customer base, distribution channels and production methods.

Paper is our most significant raw material. We purchase approximately
494,000 tons of paper annually for our businesses. Prices of uncoated
papers, which are the principal grades of paper used to manufacture
envelopes, have been relatively stable in the first half of 2002, and
decreased 10% in 2001 after an increase of approximately 5% at the end of
1999. We have received notice of an expected increase of 10% in the price
of uncoated paper, to take effect in the fourth quarter of 2002. Prices of
coated papers, which are used principally in commercial printing, increased
approximately 3% in 2000, decreased approximately 8% in 2001 and remained
flat in the first half of 2002. Historical changes in paper pricing
generally have not affected the operating results of our commercial
printing business because we have been able to pass on paper price
increases to our customers. Paper pricing has, however, impacted the
operating margins of our envelope business. When paper prices are rising,
operating margins on our envelope products tend to be lower because we
generally are not able to increase our prices as quickly as paper prices
increase. Thus, when uncoated paper prices increased at the end of 1999,
operating margins of the envelope business were negatively impacted in
2000.

Prior to 2001, our growth was primarily due to our acquisition
strategy. However, we curtailed our acquisitions in 2001 in order to
concentrate on implementing our strategic plan. In 2000, we acquired
American Business Products, Inc. and four smaller companies. In 1999, we
acquired nine companies. The acquisitions completed in 2000 and 1999 were
accounted for as purchase transactions. Recording acquisitions in this
manner impacts comparability of our financial statements because the
results of each of the acquired companies are included in the consolidated
results from the dates acquired. The impacts of our acquisitions are
included in the following discussions of our results.

CONSOLIDATED RESULTS OF OPERATIONS

The financial statements for all periods presented have been restated as
required by generally accepted accounting principles to report the results
of our prime label and Curtis 1000 Inc. businesses as discontinued
operations. Our PrintXcel business had also been reported as a discontinued
operation prior to June 2002. Since this business is no longer held for
sale, the results of PrintXcel have been reclassified to be included in
continuing operations for all periods presented. The summary financial data
set forth in the tables that follow present reported amounts as well as
comparable financial data for New Mail-Well. When we refer to "New
Mail-Well," we are referring to results of the operations that will
constitute Mail-Well subsequent to the planned divestitures of the
operations reported as discontinued operations and assets held for sale and
that exclude restructuring, impairments and other charges reported in the
consolidated statements of operations for the years ended December 31, 2001,
2000 and 1999, and for the six months ended June 30, 2002 and 2001.

Mail-Well I Corporation receives a material percentage of its cash
flows through its subsidiaries. These subsidiaries distribute the net cash
flows they receive from customers to Mail-Well I Corporation in the form of
dividends.

The economic slowdown that began in 2001 has continued to adversely
affect the sales and margins of our businesses in 2002, especially the
portion of our commercial printing business related to print advertising,
the direct mail and resale segments of our envelope business, and the
traditional documents market of PrintXcel. We do not expect significant
increases in sales and margins until the markets we serve, especially
advertising, direct mail and office products, recover. In the meantime, we
have continued to take steps through our strategic initiatives and
otherwise to reduce costs and improve operations.

SALES

Comparison of Six-Month Periods in 2002 and 2001

SIX MONTHS
ENDED JUNE 30
----------------------- %
2002 2001 CHANGE
-------- -------- ------
(DOLLARS IN THOUSANDS)

Reported.................................................. $864,449 $960,336 (10)%
New Mail-Well*............................................ $816,477 $920,907 (11)%

--------
* Excludes sales of certain operations of our envelope and commercial printing businesses held for sale
and includes sales to discontinued operations that are expected to continue. Sales to discontinued
operations prior to their divestiture were $3.7 million and $18.4 million for the six months ended June
30, 2002 and 2001, respectively.

New Mail-Well's sales in the first six months of 2002 were $104.4
million, or 11%, below the comparable period in 2001. We have seen no
improvements in the key markets we serve, specifically:

* Demand for commercial printing continues to be weak especially in the
advertising sector.

* Sales of envelopes into the resale and direct mail markets are below
levels a year ago.

* The market for traditional business documents produced by our printed
office products business continues to decline.

Reported sales during the six months ended June 30, 2002 compared to
the prior year declined similarly to the sales of New Mail-Well and were
affected by the same market dynamics.

Comparison of 2001, 2000 and 1999

YEAR ENDED DECEMBER 31 % CHANGE
-------------------------------------------- ---------------
2001 2000 1999 2001 2000
---------- ---------- ---------- ---- ----
(DOLLARS IN THOUSANDS)

Reported......................... $1,868,768 $2,044,350 $1,699,222 (9)% 20%
New Mail-Well*................... $1,789,991 $1,951,897 $1,607,293 (8)% 21%

--------
* Excludes sales of certain operations of our envelope and commercial printing businesses held for sale.
New Mail-Well's sales include sales of $30.2 million and $23.5 million in 2001 and 2000, respectively,
to Curtis 1000 Inc. as well as other operations being divested, which sales are anticipated to continue
subsequent to the disposition of the operations.

New Mail-Well's sales were down $161.9 million, or 8%, in 2001 compared
to 2000. Excluding the impact of acquisitions completed during 2000, the
sales decline was $202.1 million, or 10%. The slowdown in the economy
during 2001 significantly impacted sales. Reductions by our customers in
spending on printed advertising material and direct mail promotions
impacted sales of commercial printing and envelopes. Technology and
telecommunications customers, in particular, significantly reduced their
promotional spending in 2001 due to the decline in those sectors. In
addition, sales of traditional business forms by our printed office
products business declined in 2001.

New Mail-Well's sales in 2000 were $344.6 million, or 21%, higher than
sales in 1999. Sales contributed by acquisitions completed in 2000 and 1999
accounted for $226 million of this increase. Internal growth in both our
commercial printing and envelope businesses, which more than offset lower
sales of traditional business forms, accounted for the remainder.

Reported sales in 2001 and 2000 changed from the prior year by similar
percentages and were impacted by the same factors as the sales of New
Mail-Well.

RESTRUCTURING, ASSET IMPAIRMENTS AND OTHER CHARGES

SIX MONTHS ENDED JUNE 30, 2002. In 2001, we began consolidating certain
of our operations to eliminate excess internal capacity, reduce costs and
improve our long-term competitive position. In addition, we are
significantly reducing the size of certain of our facilities in response to
current market conditions. The restructuring charge related to these plans
totaled $20.7 million in 2002. The following table and discussion present
the details of this restructuring charge, as well as other related charges
recorded during the six months ended June 30, 2002 (in thousands):

COMMERCIAL PRINTED OFFICE
ENVELOPE PRINTING PRODUCTS CORPORATE TOTAL
-------- ---------- -------------- --------- -------

Employee separation and
related employee expenses... $ -- $1,041 $ 507 $ -- $ 1,548
Employee training expenses.... 4,531 -- -- -- 4,531
Other exit costs.............. 3,657 -- 300 -- 3,957
Asset impairment charges,
net......................... 4,730 -- 240 -- 4,970
Project management expenses... 5,656 -- -- -- 5,656
------- ------ ------ ---- -------
Total restructuring
costs................... 18,574 1,041 1,047 -- 20,662
Other charges................. 985 1,414 -- 739 3,138
------- ------ ------ ---- -------
Total restructuring and
other charges........... $19,559 $2,455 $1,047 $739 $23,800
======= ====== ====== ==== =======

In addition to the three manufacturing facilities consolidated in 2001,
our envelope business has consolidated six facilities in 2002 and will
consolidate one additional operation during the third quarter of 2002. When
this consolidation plan is completed, we will have closed ten envelope
plants and substantially reduced excess internal capacity and improved
utilization of equipment and resources at the remaining 39 plants we
operate in the United States and Canada. In 2001, we accrued the separation
and related employee costs covering the 923 employees expected to be
terminated over the course of this project. As of June 30, 2002, 666
employees had been separated. Employee training expenses include the costs
to train the new employees that have been hired at the plants that are
absorbing the production of the plants being closed. The training programs
for these employees are between three and nine months in duration. Other
exit costs include the expenses incurred to move and reinstall equipment,
and the cost incurred to restore buildings to the condition required by
lease agreements or to prepare them for sale. Project management expenses
are primarily consulting fees and related expenses incurred to assist
management in managing the consolidation project. Consultants were used to
assist in such tasks as capacity planning, workflow planning, production
scheduling and change management. The write-downs recorded for property and
equipment taken out of service or sold as a result of the plant
consolidations are reported net of $6.2 million of proceeds received from
the sales of those assets. We expect to complete these consolidation plans
by the end of 2002 and incur additional charges of approximately $10
million.

Our commercial printing business completed the consolidation of its
operations in the Philadelphia, Pennsylvania area in 2001. In addition, in
response to changes in market conditions, commercial printing has made
significant changes to its cost structure by reducing its fixed costs. The
severance costs incurred as a result of eliminating 136 overhead positions
totaled $0.8 million.

In 2002, we closed our printed office products manufacturing facility in
Denver, Colorado, which had substantially curtailed its business in 2001.
Employee separation expenses incurred as a result of this plant closure were
$134,000, covering 19 employees. Expenses were also incurred to prepare the
building for sale and to write assets down to fair market value. In
addition, our printed office products business has reduced headcount at
certain of its other facilities in response to market conditions. Severance
costs incurred in connection with these reductions, covering 128 employees,
totaled $249,000.

In 2001, we initiated several programs to significantly improve
operations and marketing effectiveness. These programs include the
implementation of best practices, the standardization of costing and
pricing systems in the envelope and commercial printing businesses and the
alignment of equipment and services to better serve our customers and
markets. During the six months ended June 30, 2002, we invested $2.4
million in expenses for outside assistance in order to expedite the
implementation of these programs. In addition, we incurred consulting fees
of $587,000 related to tax matters that arose as a result of the
divestitures. These expenses have been reported as other charges.

On August 21, 2002, management approved a new restructuring plan
necessitated by the continued sales declines we are experiencing,
especially in our commercial printing business. A summary of this plan is
as follows:

* The sale or closure of our commercial printing plant in New York;

* Substantial curtailment of our printing operations in Philadelphia,
Pennsylvania and Seattle, Washington;

* Redeployment of our web presses now located in Indianapolis, Indiana
and Portland, Oregon;

* Employee reductions throughout the organization.

We estimate the cost of this restructuring plan to be approximately $50
million, of which $31 million will be non-cash.

2001. The restructuring charges related to our strategic plan totaled
$37.4 million in 2001. The following table and discussion present the
details of these restructuring charges, as well as other charges recorded
in 2001 (in thousands):

COMMERCIAL PRINTED OFFICE
ENVELOPE PRINTING PRODUCTS CORPORATE TOTAL
-------- ---------- -------------- --------- -------

Employee separation and
related expenses............ $ 9,042 $ 385 $ 618 $ -- $10,045
Lease termination costs....... 1,368 346 -- -- 1,714
Other exit costs.............. 13,174 1,632 691 -- 15,497
Asset impairment charges...... 8,178 601 (1,300) -- 7,479
Strategic assessment costs.... -- -- -- 2,677 2,677
------- ------ ------- ------ -------
Total restructuring
costs................... 31,762 2,964 9 2,677 37,412
Other charges................. 1,360 1,482 1,231 1,600 5,673
------- ------ ------- ------ -------
Total restructuring, asset
impairments and other
charges................. $33,122 $4,446 $ 1,240 $4,277 $43,085
======= ====== ======= ====== =======

The separation and related employee costs cover 923 employees to be
terminated over the course of the envelope plant consolidation project
described above, of which 359 had been separated as of December 31, 2001.
Other exit costs include training costs for those employees at the plants
that are absorbing the sales of the plants being closed and external
assistance in implementing the plant closures. As of December 31, 2001, we
had completed the closure of our facilities in Omaha, Nebraska; Allentown,
Pennsylvania; and Santa Fe Springs, California. The $8.2 million asset
impairment charge relates to the write down of equipment taken out of
service as a result of these plant closures.

Our commercial printing business consolidated three printing operations
in the Philadelphia, Pennsylvania area into one. This consolidation was
done to improve the cost effectiveness of these operations and their
competitive position in the Philadelphia market. The costs associated with
this consolidation included severance and related expenses covering the
termination of 25 employees, all of whom have been terminated. Other exit
costs include expenses incurred to move and reinstall equipment. Equipment
taken out of service was written down $0.6 million to its fair market
value.

Our printed office products business substantially curtailed its
operation in Denver, Colorado in 2001. The employee separation expenses of
$0.6 million were related to the termination of 62 employees. Other exit costs
were the expenses incurred to move equipment. Additionally, we reversed an
asset impairment charge of $1.3 million taken in 2000 to write-down a
building to its estimated fair market value at that time because we were
able to sell the building for more than its original carrying value.

In developing our strategic plan, we engaged outside advisors to
research and evaluate our markets, survey our customers and assess existing
strategies. In addition, we engaged financial advisors to evaluate options
for improving our capital structure. The cost of these advisors was $2.7
million.

The external incremental cost incurred for the initiatives to improve
operations and marketing effectiveness described above totaled $2.1 million
in 2001 and is included as other charges.

Other charges also include the write-off of a $1.6 million investment
in a company developing a service to enable online management of the
creative process of a printing job, a $0.7 million write-off of the cost
incurred for a human resource information system that will not be
implemented and $1.2 million of legal and settlement expenses related to
the settlement of a lawsuit.

2000. We began our comprehensive review of our operations in 2000 and
identified certain actions that could be taken at that time. The following
table and discussion present the details of restructuring charges, as well
as other charges recorded in 2000 (in thousands):

COMMERCIAL PRINTED OFFICE
ENVELOPE PRINTING PRODUCTS TOTAL
-------- ---------- -------------- -------

Employee separation and related employee
costs................................... $ 86 $ 188 $1,261 $ 1,535
Lease termination costs................... -- 428 860 1,288
Asset impairment charges.................. -- 749 3,299 4,048
Other exit costs.......................... -- 45 185 230
------ ------ ------ -------
Total restructuring costs............. 86 1,410 5,605 7,101
Other asset impairments................... 1,872 2,036 2,723 6,631
------ ------ ------ -------
Total restructuring, asset impairments
and other charges................... $1,958 $3,446 $8,328 $13,732
====== ====== ====== =======

Our envelope business closed a resale operation in Vancouver,
Washington. The separation and related employee costs covered the
termination of 19 employees, all of whom have been terminated.

Our commercial printing business consolidated two operations in St.
Louis into an existing facility and closed our bindery operation in Mexico.
We reduced our total workforce by 165 employees by taking these actions.

Our printed office products business announced the closure of its
Oceanside, California; Sparks, Nevada; and Houston, Texas manufacturing
facilities in response to the decline in demand for traditional business
forms. This restructuring plan involved the termination of 190 employees
for which the separation and related expense was $1.3 million. The asset
impairment charges in the printed office products business were related
to the plant closures.

We also incurred asset impairment charges in 2000 totaling $6.6 million
that were unrelated to the restructuring. These assets were taken out of
service and could not be redeployed or sold, and therefore were written
off.

We completed a restructuring program initiated in 1998 during 2000.
Charges related to that program, which were recorded in 2000, totaled
$0.8 million.

IMPAIRMENT OF ASSETS HELD FOR SALE

Our divestiture plans included the sale of certain operations that are
not strategic to our envelope and commercial printing businesses. In the
second quarter of 2002, we recorded an impairment charge of $2.8 million
based on the sales proceeds currently anticipated on the sale of the digital
graphics division of our commercial printing business and a $6.1 million
impairment charge as a result of the sale of the filing products division of
our envelope business that closed in August 2002. In 2001, certain of these
assets were written down $2.9 million to the fair market values based on
estimated sales proceeds at that time.

IMPAIRMENT ON FORMER DISCONTINUED OPERATION

In 2001, we reduced the carrying amounts of the net assets of PrintXcel
by $33.6 million to the expected net realizable value based on estimated
proceeds, net of expenses associated with its sale and a tax benefit of
$11.5 million that would have resulted from the sale. As a result of our
decision in June 2002 not to sell PrintXcel, we reversed the tax benefit
since it would not be realized and $1.1 million of expenses related to the
sale that had been accrued but not incurred. This additional net $10.4
million charge has been reported as an impairment on former discontinued
operation in the first half of 2002.

In total we have written-down the carrying value of PrintXcel by $45
million.

OPERATING INCOME

Comparison of Six-Month Periods in 2002 and 2001

SIX MONTHS
ENDED JUNE 30
---------------------- %
2002 2001 CHANGE
-------- ------- ------
(DOLLARS IN THOUSANDS)

Reported
Operating income (loss)............................... $(14,466) $24,129 (160)%
Operating margin...................................... (2)% 3%
New Mail-Well*
Operating income...................................... $ 28,555 $46,971 (39)%
Operating margin...................................... 3% 5%

--------
* Excludes operating income as of June 30, 2002 and 2001 of certain operations of our envelope and
commercial printing businesses held for sale; impairment charges on assets held for sale of $8.9 million
and $8.8 million in the six months ended June 30, 2002 and 2001, respectively; an impairment charge of
$10.4 million on a former discontinued operation in 2002; and restructuring, asset impairments and other
charges of $23.8 million and $20.0 million in the six months ended June 30, 2002 and 2001, respectively.

New Mail-Well's operating income for the six months ended June 30, 2002
declined $18.4 million, or 39%, from the comparable six-month period of
2001. This decline was due primarily to the following:

* Gross profit was $158.1 million compared to $188.3 million during the
six months ended June 30, 2001. The reduction in gross profit due to
lower sales was approximately $37 million. Lower pricing due to
increased competition also reduced gross profit by approximately $9
million. Gross profit as a percent of sales declined 1% despite
reductions in fixed costs of approximately $15.7 million.

* Partially offsetting the decline, selling and administrative expenses
have been reduced approximately $5 million as a result of lower
commissions and cost reduction programs in our administrative
functions.

* Partially offsetting the decline, amortization expense was down $6.9
million due to the implementation of Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets,
which eliminated the amortization of goodwill.

The reported operating loss of $14.5 million for the six months ended
June 30, 2002 reflects the impairment charges on assets held for sale of
$8.9 million, the impairment charge of $10.4 million on a former
discontinued operation and restructuring and other charges of $23.8
million.

Comparison of 2001, 2000 and 1999

YEAR ENDED DECEMBER 31 % CHANGE
------------------------------------- -----------------
2001 2000 1999 2001 2000
------- -------- -------- ----- -----
(DOLLARS IN THOUSANDS)

Reported
Operating income................ $14,824 $130,214 $149,001 (89)% (13)%
Operating margin................ 1% 6% 9%
New Mail-Well*
Operating income................ $81,019 $131,650 $139,440 (38)% (6)%
Operating margin................ 5% 7% 9%

--------
* Excludes operating income in 2001, 2000 and 1999 of certain operations of our envelope and commercial
printing businesses held for sale, the $2.9 million impairment of assets held for sale in 2001; an
impairment charge of $33.6 million on a former discontinued operation in 2001; and restructuring, asset
impairments and other charges of $43.1 million, $14.5 million and $1.8 million in 2001, 2000 and 1999,
respectively.

New Mail-Well's operating income declined 38% in 2001 to $81.0 million.
Excluding earnings of approximately $3.9 million contributed by
acquisitions completed in 2000, the decline was 41%. The reduction in
operating income was primarily due to the estimated $61 million of
contribution lost on the decline in sales and $5 million due to lower
margins. Offsetting these declines were reductions in fixed manufacturing
costs, primarily production support, and administrative expenses, which
totaled approximately $11 million during 2001.

New Mail-Well's operating income in 2000 declined 6%. Excluding the $22
million attributable to acquisitions completed in 2000 and 1999, the
decline was 21%. This decline was the result of lower margins in our
envelope business due to higher paper prices and lower profits in our
commercial printing business. The lower earnings of our commercial printing
business were due to a change in the mix of the products sold and to poor
operating performance at four manufacturing facilities, including asset
write-offs and accrual adjustments, totaling $6.1 million at two of these
plants. Corporate expenses were also higher primarily due to special
retirement expenses of $2.6 million recorded in 2000.

INTEREST EXPENSE

Comparison of Six-Month Periods in 2002 and 2001

SIX MONTHS
ENDED JUNE 30
----------------------- %
2002 2001 CHANGE
-------- -------- ------
(DOLLARS IN THOUSANDS)

Total interest expense...................................... $39,448 $41,667 (5)%
Less: Allocation to discontinued operations................. (5,570) (7,896) (30)%
------- -------
Reported interest expense................................... $33,878 $33,771 --
======= =======
New Mail-Well............................................... $35,491 $34,637 2%
======= =======

For the six months ended June 30, 2002, interest expense before
allocations to discontinued operations was lower than the comparable period
in 2001. Interest in 2002 reflects our weighted

average outstanding debt of $945.0 million in 2002 compared to $999.6
million in 2001 and our weighted average interest rate of 7.84% in 2002
compared to 7.73% in 2001. The increase in the weighted average interest
rate was due primarily to the issuance of $350 million of 9 5/8% senior
notes on March 13, 2002. Since a significant portion of the proceeds of the
senior notes was used to repay bank debt, which accrued interest at a lower
variable rate, our weighted average interest rate will continue to be higher
than in 2001.

Reported interest excludes an allocation of interest expense to
discontinued operations based on the net assets of those operations
relative to the net assets of the company.

Interest expense for New Mail-Well was calculated on a pro forma basis
as if the actual net proceeds from the sales of our prime label business and
Curtis 1000 Inc. were received on January 1, 2001. Interest expense
determined on this basis is greater than reported interest expense.

Comparison of 2001, 2000 and 1999

YEAR ENDED DECEMBER 31 % CHANGE
-------------------------------------- ----------------
2001 2000 1999 2001 2000
-------- -------- -------- ---- ----
(DOLLARS IN THOUSANDS)

Total interest expense................ $ 78,891 $ 92,138 $ 55,247 (14)% 67%
Less: Allocated to discontinued
operations.......................... (15,577) (19,141) (9,436)
-------- -------- --------
Reported interest expense............. $ 63,314 $ 72,997 $ 45,811 (13)% 59%
======== ======== ========
New Mail-Well......................... $ 66,142 $ 75,213 $ 44,485 (12)% 69%
======== ======== ========

In 2001, total interest expense declined 14% due to lower average debt
balances and lower average interest rates.

In February 2000, we entered into a new senior secured credit facility
to finance the acquisition of American Business Products, Inc. The increase
in interest in 2000 was due to higher total borrowings and higher average
interest rates.

Interest expense for New Mail-Well was calculated on a pro forma basis
as if the actual net proceeds from the sales of our prime label business and
Curtis 1000 Inc. were received on January 1, 1999. Interest expense
determined on this basis is greater than reported interest expense in 2001
and 2000.

INCOME TAXES

Comparison of Six-Month Periods in 2002 and 2001

SIX MONTHS
ENDED JUNE 30
-----------------------
2002 2001
-------- --------
(DOLLARS IN THOUSANDS)

Reported
Income tax benefit...................................... $(7,128) $(1,126)
Effective tax rate...................................... 15% 11%
New Mail-Well
Provision (benefit) for income taxes.................... $(3,074) $ 4,644
Effective tax rate...................................... 42% 46%

New Mail-Well's effective tax rate for 2002 is estimated to be 42% for
the tax year ended December 31, 2002 in which we have projected taxable
income, four percentage points lower than in 2001. The effective tax rate
in 2001 reflected the impact of nondeductible goodwill amortization.

The reported effective tax rates for 2002 and 2001 reflect the tax
impacts of the permanent differences related to impairment charges.

Comparison of 2001, 2000 and 1999

YEAR ENDED DECEMBER 31
-----------------------------------
2001 2000 1999
------- ------- -------
(DOLLARS IN THOUSANDS)

Reported
Provision (benefit) for income taxes................. $(5,200) $21,624 $42,421
Effective tax rate................................... 10.3% 38.4% 40.6%
New Mail-Well
Provision for income taxes........................... $ 5,361 $20,847 $40,147
Effective tax rate................................... 46.1% 37.6% 45.0%

New Mail-Well's effective tax rate for 2001 increased by 8.5 percentage
points due to lower pre-tax income, which increased the impact of
nondeductible goodwill amortization on the effective rate.

The 7.4 percentage point decline in New Mail-Well's effective tax rate
for 2000 was due in part to a reduction in the statutory rates in Canada.
In addition, the net impact of permanent differences reduced taxable income
in 2000.

The reported effective tax rate for 2001 reflects the tax impact of
permanent differences related to impairment charges discussed earlier.

INCOME (LOSS) FROM CONTINUING OPERATIONS AND INCOME PER SHARE--ASSUMING
DILUTION

Comparison of Six-Month Periods in 2002 and 2001

SIX MONTHS
ENDED JUNE 30
---------------------- %
2002 2001 CHANGE
-------- ------- ------
(DOLLARS IN THOUSANDS)

Income (loss) from continuing operations
Reported.............................................. $(41,553) $(9,500) (337)%
New Mail-Well*........................................ $ (4,248) $ 5,427 (178)%
Income (loss) from continuing operations per share
Reported.............................................. $ (0.87) $ (0.20) (335)%
New Mail-Well*........................................ $ (0.09) $ 0.11 (182)%

The results for New Mail-Well for the six months ended June 30, 2002
compared to the comparable period of the prior year were due to lower
sales, lower margins and higher interest expense partially offset by lower
fixed costs, lower amortization expense and a higher income tax benefit.

For the six months ended June 30, 2002, the reported loss includes
impairment, restructuring and other charges of $43.1 million compared to
$28.9 million in the same period of 2001.

Comparison of 2001, 2000 and 1999

YEAR ENDED DECEMBER 31 % CHANGE
------------------------------------ ------------------
2001 2000 1999 2001 2000
-------- ------- ------- ------ ------
(DOLLARS IN THOUSANDS)

Income (loss) from continuing
operations
Reported......................... $(45,213) $34,746 $61,997 (230)% (44)%
New Mail-Well*................... $ 6,266 $34,598 $49,622 (82)% (30)%
Income (loss) from continuing
operations per share--assuming
dilution
Reported......................... $ (0.95) $ 0.70 $ 1.16 (236)% (40)%
New Mail-Well*................... $ 0.13 $ 0.70 $ 0.94 (81)% (26)%

--------
* Excludes income from continuing operations in 2001, 2000 and 1999 of certain operations of our envelope
and commercial printing businesses held for sale, the $2.9 million impairment of assets held for sale in
2001; an impairment charge of $33.6 million on a former discontinued operation in 2001; and
restructuring, asset impairments and other charges of $43.1 million, $14.5 million and $1.8 million in
2001, 2000 and 1999, respectively.

New Mail-Well's income from continuing operations declined 82% in 2001.
The decline was due to lower sales partially offset by lower fixed costs,
lower interest expense and an income tax benefit. In addition, our reported
loss from continuing operations of $45.2 million, or $0.95 per share, was
also negatively impacted by the restructuring, asset impairments and other
charges of $43.1 million, the impairment on a former discontinued operation
of $33.6 million and the impairment charge recorded on assets held for sale
of $2.9 million, which are excluded from income from continuing operations
of New Mail-Well.

In 2000, income from continuing operations for New Mail-Well declined
30% with a corresponding 26% decrease in earnings per share. This decline
reflected lower operating margins, higher fixed costs, higher amortization
expense and higher interest expense than in 1999.

LOSS FROM DISCONTINUED OPERATIONS

The loss from discontinued operations for the six months ended June 30,
2002 was $8.2 million. The loss on discontinued operations reflects the
proceeds received from our divestitures of Curtis 1000 Inc. and our prime
label business, net of related selling expenses and tax benefits.
Adjustments of this loss may occur if expenses are different than those
estimated or if there are additional revisions to the tax impact of the
sales.

The reported loss from discontinued operations for the year ended
December 31, 2001 was $91.0 million, or $1.91 per share, after income tax
benefits from the loss and included the following:

* A write-down to net realizable value in the amount of $123.5 million,
net of a tax benefit of $35.4 million, based on estimated sales
proceeds; and

* The actual and forecasted results of these businesses from the date
of the announcement through the expected date of disposal, including
an allocation of interest expense.

EXTRAORDINARY LOSS

Results for the six months ended June 30, 2002 include an extraordinary
charge of $10.1 million, or $0.22 per share. This represents the write-off
of deferred financing fees related to our bank credit facility that was
refinanced in 2002.

NET INCOME (LOSS) AND NET INCOME (LOSS) PER SHARE--ASSUMING DILUTION

Comparison of Six-Month Periods in 2002 and 2001

SIX MONTHS
ENDED JUNE 30
-----------------------
2002 2001
-------- --------
(DOLLARS IN THOUSANDS)

Net income (loss)
Reported................................................ $(59,830) $(88,903)
New Mail-Well*.......................................... $ (4,248) $ 5,427
Net income (loss) per share
Reported................................................ $ (1.26) $ (1.87)
New Mail-Well*.......................................... $ (0.09) $ 0.11

--------
* Excludes operating income as of June 30, 2002 and 2001 of certain operations of our envelope and
commercial printing businesses held for sale; impairment charges on assets held for sale of $8.9 million
and $8.8 million in the six months ended June 30, 2002 and 2001, respectively; an impairment charge of
$10.4 million on a former discontinued operation in 2002; restructuring, asset impairments and other
charges of $23.8 million and $20.0 million in the six months ended June 30, 2002 and 2001, respectively;
and the extraordinary loss of $10.1 million in 2002.

The reported net losses for the six months ended June 30, 2002 and 2001
were due to the losses from continuing operations, the impairment charges,
restructuring and other charges, the loss on discontinued operations and
the extraordinary loss in 2002.

New Mail-Well's net income and net income per share are the same as
shown from New Mail-Well's continuing operations because New Mail-Well
excludes results of discontinued operations, the impairment on assets held
for sale, the impairment on a former discontinued operation and the
restructuring, asset impairments and other charges.

Comparison of 2001, 2000 and 1999

YEAR ENDED DECEMBER 31 % CHANGE
------------------------------------- ------------------
2001 2000 1999 2001 2000
--------- ------- ------- ------- -----
(DOLLARS IN THOUSANDS)

Net income (loss)
Reported........................ $(136,217) $27,618 $64,482 (593)% (57)%
New Mail-Well*.................. $ 6,266 $34,598 $49,622 (82)% (30)%
Net income (loss) per
share--assuming dilution
Reported........................ $ (2.86) $ 0.56 $ 1.20 (611)% (53)%
New Mail-Well*.................. $ 0.13 $ 0.70 $ 0.94 (81)% (26)%

--------
* Excludes operating income in 2001, 2000 and 1999 of certain operations of our envelope and commercial
printing businesses held for sale, the $2.9 million impairment of assets held for sale in 2001 and
restructuring; an impairment charge of $33.6 million on a former discontinued operation in 2001, asset
impairments and other charges of $43.1 million, $14.5 million and $1.8 million in 2001, 2000 and 1999,
respectively; and the extraordinary gain of $1.4 million in 2000.

In 2001, the reported net loss was $136.2 million, or $2.86 per share
assuming dilution. This loss was due to lower operating results from
continuing operations, the restructuring, asset impairments and other
charges and the losses recognized on discontinued operations and assets
held for sale. Net income in 2000 included an extraordinary gain of $1.4
million. Reported net income and net income per share in 2000 were down
over 50% from 1999 because of lower operating results, higher amortization
expense and higher interest expense.

New Mail-Well's net income and net income per share are the same as
shown from New Mail-Well's continuing operations because New Mail-Well
excludes results of discontinued operations, the impairment charges and the
restructuring, asset impairments and other charges.

BUSINESS SEGMENTS

ENVELOPE

The following tables present the reported sales and operating income of
our envelope business, as well as sales and operating income excluding the
results of operations that are held for sale and restructuring and
other charges ("New Envelope").

Comparison of Six-Month Periods in 2002 and 2001

SIX MONTHS
ENDED JUNE 30
----------------------- %
2002 2001 CHANGE
-------- -------- ------
(DOLLARS IN THOUSANDS)

Net sales
Reported.............................................. $396,143 $432,362 (8)%
New Envelope*......................................... $363,288 $406,186 (11)%
Operating income
Reported.............................................. $ 19,511 $ 30,693 (36)%
New Envelope*......................................... $ 36,481 $ 40,571 (10)%

--------
* Excludes sales and operating income of the operations of the envelope business held for sale and
restructuring and other charges. Sales include sales to discontinued operations that are expected to
continue. Sales to discontinued operations prior to their divestiture, were $3.2 million for the
six months ended June 30, 2002 and $13.4 million for the six months ended June 30, 2001.

New Envelope's sales in the first half of 2002 were down $42.9 million,
or 11% from the prior year. We continue to experience lower sales in the
direct mail segment of our market. Sales to our direct mail customers were
down approximately $18.0 million. Demand in the resale segment of our
market, which began to soften in the second half of 2001, continues to be
weak. Sales to our merchant and office products customers were down
approximately $15.0 million. Consistent with an overall weak envelope
market, sales of our transactional and specialty envelopes were also down
in the quarter.

During the first six months of 2002, New Envelope's operating income
has declined $4.1 million, or 10%. Contribution lost due to lower sales
accounts for approximately a $13.1 million decline in earnings. Margins are
down approximately $2.9 million from the comparable period of 2001 due to
competitive pressures and lower sales of higher value added products. In
addition, certain plants absorbing work from plants closed as a result of
our consolidation program experienced inefficiencies during the early part
of the year. These reductions were offset in part by fixed costs being
$11.9 million lower in the first half of 2002 than in the first half of
2001.

Reported results of our envelope business are significantly lower due
in part to $19.6 million of restructuring and other charges recorded during
the six months ended June 30, 2002.

Comparison of 2001, 2000 and 1999

YEAR ENDED DECEMBER 31 % CHANGE
-------------------------------------- ----------------
2001 2000 1999 2001 2000
-------- -------- -------- ----- ----
(DOLLARS IN THOUSANDS)

Net sales
Reported........................ $835,534 $861,803 $738,288 (3)% 17%
New Envelope*................... $784,842 $803,863 $679,257 (2)% 18%
Operating income
Reported........................ $ 54,168 $ 90,202 $ 90,996 (40)% (1)%
New Envelope*................... $ 79,286 $ 84,980 $ 86,344 (7)% (2)%

--------
* Excludes sales and operating income of certain operations of our envelope business held for sale. New
Envelope sales include sales of $20 million and $15.5 million in 2001 and 2000, respectively, to Curtis
1000 Inc. as well as other operations being divested, which sales are anticipated to continue subsequent
to the disposition of the operations.

New Envelope's sales in 2001 were down 2% from the prior year.
Excluding the impact of acquisitions completed in 2000, sales were down
approximately $35.6 million, or approximately 4%. This decline was due
primarily to the general decline in the economy. Sales to direct mail
customers were lower in 2001 by approximately $12.2 million due to
reductions in spending on direct mail promotions. Sales of specialty
packaging were down approximately $12.6 million primarily due to reduced
demand from the U.S. Postal Service. We also experienced lower sales of
approximately $4.7 million in the resale segment of our market as customers
reduced inventories.

In 2000, approximately $78.2 million of New Envelope's sales increase
was due to the impact of companies acquired in 2000. Internal growth
accounts for the remaining increase of $46.4 million.

Operating income of New Envelope was down 7% in 2001 from the prior
year. Excluding the earnings of companies acquired in 2000 the decline was
9%. The decline in operating income in 2001 was due to lower sales and the
resulting decrease in gross profit of $11.2 million. In response to the
lower sales, we reduced fixed manufacturing costs in 2001 such that gross
profit margin was down only 50 basis points to 20.5%. Excluding the impact
of acquisitions, selling and administrative expenses were down $3.5 million
from 2000 reflecting lower sales commissions and reductions in
administrative overhead.

In 2000, New Envelope's operating income was also down from the prior
year. Excluding earnings of companies acquired in 2000 and 1999, the
decline in operating income was 10%. In 2000, selling prices remained
relatively constant with selling prices in 1999 despite higher paper costs
in 2000 compared to 1999. Lower margins reduced gross profits by $14.5
million. Excluding the impact of acquisitions, administrative expenses were
$1.8 million lower in 2000 than in 1999.

COMMERCIAL PRINTING

The following tables present the reported sales and operating income of
our commercial printing business, as well as sales and operating income
excluding the results of its operations that are held for sale and
restructuring and other charges ("New Commercial Printing").

Comparison of Six-Month Periods in 2002 to 2001

SIX MONTHS
ENDED JUNE 30
----------------------- %
2002 2001 CHANGE
-------- -------- ------
(DOLLARS IN THOUSANDS)

Net sales
Reported............................................. $364,482 $418,750 (13)%
New Commercial Printing*............................. $351,245 $403,864 (13)%
Operating income (loss)
Reported............................................. $(11,151) $ 10,873 (203)%
New Commercial Printing*............................. $ (9,169) $ 10,475 (188)%

--------
* Excludes sales and operating income of the operations of the commercial printing business held for sale
and restructuring and other charges. Sales include sales to discontinued operations that are expected to
continue. Sales to discontinued operations prior to their divestiture, were $2.4 million for the
six months ended June 30, 2002 and $3.4 million for the six months ended June 30, 2001.

Sales of New Commercial Printing in the first half of 2002 were $52.6
million, or 13%, below the first half of 2001. Demand for commercial
printing continues to be weak. We have yet to see any rebound in
advertising by our customers, which impacts about 50% of our commercial
printing sales. Sales at all of our commercial printing plants were either
flat or lower compared to the comparable period of 2001. Factors
contributing to the sales decline include the following:

* Sales in our web plants were down $22 million in the first half of
2002 compared to the comparable period of last year. Our web plants
typically produce jobs that require long runs. Demand for commercial
printing suited to these presses has been weak all year.

* Sales in the Philadelphia market were down approximately $15.6
million in the first half of 2002 from the comparable period of the
prior year. This decline was due in part to our closure of a plant in
Philadelphia in April 2001. Much of the work produced by this plant
was marginal work, which could not be produced profitably at any of
our other facilities in the Mid-Atlantic area. Sales were also off as
a result of the consolidation of our other facilities in the
Philadelphia area in October 2001, because some of our customers did
not move their work to the new facility.

* Sales of our operation in Seattle were down $3.4 million in the first
half of 2002. This decline is due primarily to the loss of a customer
in the telecommunications industry.

* Sales of our operation specializing in direct mail printing were $2.6
million lower in the first six months of 2002 than in the first
six months of 2001.

New Commercial Printing recorded an operating loss of $9.2 million as
of June 30, 2002 compared to operating income of $10.5 million during the
comparable period of 2001. The contribution lost due to lower sales totals
approximately $16.0 million. The loss in profitability due to lower margins
was $6.0 million. Partially offsetting these, fixed costs have been reduced
$2.4 million from the comparable period of 2001.

Comparison of 2001, 2000 and 1999

YEAR ENDED DECEMBER 31 % CHANGE
-------------------------------------- -----------------
2001 2000 1999 2001 2000
-------- -------- -------- ----- -----
(DOLLARS IN THOUSANDS)

Net sales
Reported....................... $817,937 $961,780 $795,552 (15)% 21%
New Commercial Printing*....... $788,389 $923,068 $760,992 (15)% 21%
Operating income
Reported....................... $ 14,763 $ 54,758 $ 65,108 (73)% (16)%
New Commercial Printing*....... $ 15,760 $ 52,874 $ 59,909 (70)% (12)%

--------
* Excludes sales and operating income of certain operations of our commercial printing business held for
sale. New Commercial Printing sales include sales of $3 million and $0.5 million in 2001 and 2000,
respectively, to Curtis 1000 Inc. as well as other operations being divested, which sales are
anticipated to continue subsequent to the disposition of the operations.

The economic slowdown in 2001 had a significant impact on our
commercial printing business. Sales of New Commercial Printing were down
15% from the prior year. Excluding the impact of acquisitions completed in
2000, the sales decline was $147.3 million, or 16%. Customers reduced
spending on advertising in reaction to the recession, which directly
impacted our commercial printing business. Reductions in spending by our
customers on print advertising account for approximately 28% of the
sales decline in 2001. In addition, sales to our technology and
telecommunications customers were down approximately $30 million, or
approximately 20% of the decline, in 2001. The remaining sales decline was
due to general reductions in demand and increased competition.

New Commercial Printing's sales in 2000 were up 21%. Excluding the
impact of sales by companies acquired in 2000 and 1999, the increase was
13%. Sales of annual reports, automotive brochures, magazine inserts and
printed educational materials were strong in 2000 and responsible for much
of this growth.

The decline in operating income of New Commercial Printing in 2001 was
primarily related to the significant sales decline in 2001. Contribution
lost due to lower sales was more than $40 million. This reduction was
offset in part by a reduction in administrative expenses, before
considering acquisitions, of $3.3 million.

In 2000, New Commercial Printing's operating income declined 12%.
Excluding the impact of acquisitions completed in 2000 and 1999, the
decline in operating income was 17%. Despite the increase in sales during
2000, margins declined primarily due to significant operating problems at
four of our printing plants. The operating income at these four plants was
$10.1 million lower in 2000 than in 1999, before considering charges of
$6.1 million to write-off assets and adjust accruals at two of these
plants. A change in mix of business in 2000 also had a negative impact on
results.

PRINTED OFFICE PRODUCTS

The following tables present the reported sales and operating income of
our printed office products business, as well as sales and operating income
excluding restructuring and other charges ("New Printed Office Products").

Comparison of Six-Month Periods in 2002 to 2001

SIX MONTHS
ENDED JUNE 30
----------------------- %
2002 2001 CHANGE
-------- -------- ------
(DOLLARS IN THOUSANDS)

Net sales
Reported.............................................. $103,824 $109,224 (5)%
New Printed Office Products*.......................... $105,504 $114,918 (8)%
Operating income
Reported.............................................. $ 8,775 $ 9,168 (4)%
New Printed Office Products*.......................... $ 9,822 $ 11,543 (15)%

--------
* Sales of New Printed Office Products include sales to discontinued operations that are expected to
continue. Operating income excludes restructuring and other charges. Sales to discontinued operations
prior to their divestiture, were $1.7 million and $5.7 million for the six months ended June 30, 2002
and 2001, respectively.

Sales of New Printed Office Products during the first six months of
2002 were down 8% from the comparable period of 2001. This decline was due
primarily to the decline in the demand for the traditional business forms.
The demand for traditional business forms has been declining for several
years due to the adoption of laser printing technology by businesses.

During the first six months of 2002, operating income was down $1.7
million, or 15%, from the first six months of 2001. The decline in
profitability was due to the contribution lost on lower sales in the first
half of 2002 partially offset by lower fixed costs and improved margins due
to a change in the overall product mix towards an increased percentage of
higher value added products.

Comparison of 2001, 2000 and 1999

YEAR ENDED DECEMBER 31 % CHANGE
-------------------------------------- -------------------
2001 2000 1999 2001 2000
-------- -------- -------- ------- -----

Net sales
Reported...................... $215,297 $220,767 $165,382 (3)% 34%
New Printed Office
Products*..................... $224,290 $231,250 $166,803 (3)% 39%
Operating income
Reported...................... $ 18,127 $ 16,306 $ 14,046 11% 16%
New Printed Office
Products*..................... $ 19,367 $ 24,634 $ 14,046 (21)% 75%

--------
* Sales of New Printed Office Products include sales to discontinued operations that are expected to
continue. Operating income excludes restructuring and other charges. Intercompany sales, including sales
to discontinued operations prior to their divestiture, were $9.0 million, $10.5 million and $1.4 million
for the years ended December 31, 2001, 2000 and 1999, respectively.

Sales of New Printed Office Products declined $7.0 million in 2001
compared to 2000. Excluding the impact of an acquisition completed in early
2000, the decline was $15.6 million. As mentioned earlier, demand for
traditional business forms has been eroding. Our sales of these products
were $15.9 million lower in 2001 than in 2000. Growth in our specialty
mailer products offset lower sales of label products.

Operating income of New Printed Office Products was $5.3 million lower
in 2001 than in 2000. The decline was $7.1 million when excluding the
impact of the acquisition completed in 2000. The earning decline was the
result of contribution lost due to lower sales and lower margins. Reductions
in fixed costs during the year totaled $1.8 million.

The increase in sales in 2000 over 1999 was attributable to
acquisitions completed in 2000 and 1999. Excluding the impact of these
acquisitions, sales actually declined approximately $9.7 million. This
sales decline was also related to the general decline in the traditional
documents segment of the printed office products market.

Incremental earnings from the companies acquired in 2000 and 1999 more
than offset the contribution lost due to lower sales of traditional
documents and lower margins for these products due to pricing pressures.

LIQUIDITY AND CAPITAL RESOURCES

During the first six months of 2002, we restructured a significant
portion of our outstanding debt. In March 2002, we sold $350 million of
9 5/8% senior notes due 2012. We used the net proceeds from this offering
to repay $197.0 million of our bank term debt, $134.0 million of our
revolving credit facility, and $9.2 million of other debt. The remaining
$2.0 million of net proceeds from the offering were used for other working
capital needs.

Also in March 2002, we applied $20.5 million of net proceeds received
from the sale of Curtis 1000 Inc. to the repayment of our bank term debt.
In May 2002, we applied $67.0 million of net proceeds received from the
sale of our prime label business to the repayment of our bank term debt.

In June 2002, we entered into a three-year $300 million senior secured
credit facility with a syndicate of banks. The purpose of this new facility
was to enable the refinancing of our existing bank term debt and secure
financing for ongoing working capital needs and other general corporate
purposes. Loans made under this facility are issued on a revolving basis and
are subject to availability and a borrowing base. For details regarding the
asset-based covenants in the credit facility see pages 94-95. Loans bear
interest at a base rate or LIBOR, plus a margin, and are secured by
substantially all of our domestic assets.

In December 1997, we entered into a sale/leaseback arrangement under
which we sold equipment to a trust and leased the same equipment back under
a renewable operating lease. A syndicate of financial institutions purchased
interests in the trust to finance the trust's purchase of the equipment.
In August 2002, we were required to refinance the sale/leaseback arrangement
because its covenants were tied to those in the banking agreement that was
replaced by our new senior credit facility. In connection with the
refinancing, we obtained a new five-year operating lease, the value of the
equipment pool was reduced from $34.9 million to $19.1 million, and we were
required to pay off the difference of $15.8 million. We will expense this
payment in the third quarter of 2002. In addition, in the third quarter of
2002 we will write off $5.5 million of the deferred financing costs associated
with the original arrangement.

Cash flow from continuing operations was $14.4 million in the first
half of 2002 compared to $84.5 million in the first half of 2001. Capital
expenditures totaled $21.4 million in the first half of 2002 compared to
$17.2 million in the first half of 2001. In addition, we made a $1.0
million contractual payment on a small acquisition that was consummated in
the first quarter of 2001 for $3.8 million.

We generated cash of $170.9 million from continuing operations in 2001
compared to $153.2 million in 2000 and $117.5 million in 1999. While we may
finance day-to-day operations with amounts available under our credit
facilities, we have historically met all of our short-term cash and
liquidity needs with cash flows from operations. While earnings declined in
2001 and 2000, noncash charges increased primarily due to the increase in
the noncash portion of the restructuring and asset impairment charges
recorded in 2001 and 2000. In addition, working capital, which increased
operating cash flows, consists of current assets exclusive of cash and cash
equivalents, net assets of discontinued

operations and net assets held for sale, less current liabilities,
exclusive of the current portion of long-term debt, was reduced $95.3
million in 2001 to $139.5 million at December 31, 2001 compared to a
reduction of $39.6 million in 2000 and an increase of $2.5 million in 1999.

Capital expenditures, excluding acquisitions, were $32.7 million in
2001, $67.1 million in 2000 and $70.6 million in 1999. We anticipate
capital expenditures of approximately $35 million in 2002.

Consistent with our new strategy to reduce our leverage, free cash flow
in 2001 was used primarily to reduce debt. There were no significant
acquisitions in 2001 or during the six months ended June 30, 2002. In 2000,
we obtained a new senior secured credit facility to fund the acquisition of
American Business Products, Inc. for $331.0 million in cash plus $7.5
million of assumed debt. We sold the extrusion coating and laminating
operation of American Business Products in September 2000 for after-tax cash
proceeds of approximately $110.6 million. Other acquisitions in 2000 included
three commercial printing companies and an envelope company. The cash paid
for these four companies totaled $53.2 million. Debt was the principal source
of funds used in 1999 for the acquisitions of seven printing companies, one
envelope company and the Lancer Label operation, which is part of our printed
office products business, for purchase prices totaling $127.5 million.

We repurchased 1,821,000 shares of common stock for an aggregate
purchase price of $10.0 million during 2000. We did not repurchase any
common stock in 2001 and have no plans to do so in 2002. In addition, we
repurchased $13.0 million of our outstanding convertible subordinated notes
in 2000. These transactions reduced the number of shares outstanding on a
fully diluted basis by 473,402 and 541,491, respectively. The impact on
diluted earnings per share was not material.

The following table summarizes our cash obligations as of June 30,
2002:

PAYMENTS DUE BY YEAR
------------------------------------------------------------------------------
YEAR 1 YEARS 2 AND 3 YEARS 4 AND 5 THEREAFTER TOTAL
-------- ------------- ------------- ---------- ----------
(IN THOUSANDS)

Long-term debt................. $144,426 $137,588 $ 1,654 $655,625 $ 939,293
Operating leases............... 35,080 57,626 42,628 32,066 167,400
-------- -------- ------- -------- ----------
Total cash obligations......... $179,506 $195,214 $44,282 $687,691 $1,106,693
======== ======== ======= ======== ==========

Long-term debt due during 2002 includes the retirement of our
convertible notes. Our convertible notes mature in November 2002. As of
June 30, 2002, we had sufficient cash available to pay off the convertible
notes.

At June 30, 2002, we had outstanding letters of credit of approximately
$11.4 million related to performance and payment guarantees. In addition,
we have issued letters of credit of $2.3 million as credit enhancements in
conjunction with other debt. Based on our experience with these
arrangements, we do not believe that any obligations that may arise will be
significant.

On July 9, 2002, Standard and Poor's downgraded our corporate credit
rating to 'BB", the subordinated debt rating to 'B' and the senior secured
and senior unsecured debt rating to 'BB'. Moody's Investor Service has not
changed our ratings since February 2002, which are as follows: Senior
Subordinated Notes: B2; Convertible Subordinated Notes: B3; Senior Implied:
B1; and Senior Unsecured Issuer: B1. The terms of our existing debt do not
have any rating triggers, and we do not believe that our current ratings
will impact our ability to raise additional capital.

In August 2002, we completed the sale of the filing products division
of our envelope business for $36.7 million, which was consistent with our
expectations. The net proceeds from this transaction were $31.5 million and
were used to reduce our revolving loan balance.

We expect to be able to fund our operations, capital expenditures and
debt and other contractual commitments within the next year from internally
generated cash flow and funds available under our new $300 million senior
credit facility. At June 30, 2002, we had $107.2 million of unused credit
available under this credit facility.

SEASONALITY AND ENVIRONMENT

Our commercial printing business experiences seasonal variations. Our
revenues from annual reports are generally concentrated from February
through April. Revenues associated with holiday catalogs and automobile
brochures tend to be concentrated from July through October, and calendars
from May to September. As a result of these seasonal variations, we are at
or near capacity in some facilities at certain times during these periods.

Several consumer direct market segments served by our envelope business
and certain segments of the direct mail market, experience seasonality, with
a higher percentage of the volume of products sold to these markets occurring
during the fourth quarter of the year. This seasonality is due to the
increase in sales to the direct mail market due to holiday purchases.
Seasonality is offset by the diversity of our other products and markets,
which are not materially affected by seasonal conditions.

Environmental matters have not had a material financial impact on our
historical operations and are not expected to have a material impact in the
future.

CRITICAL ACCOUNTING POLICIES AND JUDGMENTS

In preparing our financial statements, we are required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. We evaluate our estimates and
judgments on an ongoing basis, including those related to bad debts,
inventory valuations, property, plant and equipment, intangible assets,
income taxes, restructuring costs, and contingencies and litigation. We
base our estimates and judgments on historical experience and on various
other factors that we believe to be reasonable under the circumstances.
Actual results may differ from these estimates.

During the quarter ended June 30, 2002, the decision was made to
reinstate the PrintXcel business as an operating asset. Under generally
accepted accounting principles, when a business that was held for sale is
reinstated as a continuing operation, it is to be recorded at the lower of
its carrying value or fair market value. In 2001, we reduced the carrying
value of the net assets of this business to its net realizable value. We
based our determination of the net realizable value of this business on the
advice provided to us by our financial advisors. Our internal valuations of
this business support its current carrying value, which approximates its
fair market value.

Assets held for sale have been recorded at net realizable value. The
net realizable value of the assets of our commercial printing segment held
for sale is based on a letter of intent received from a prospective buyer.
We do not expect the actual proceeds to be significantly different from our
estimates; however, until the sale is completed, the possibility exists
that the actual proceeds could be materially different from our estimate.

We exercise judgment in evaluating our long-lived assets for
impairment. Except for our commercial printing business, we believe our
businesses will generate sufficient cash flow to more than recover the
investments we have made in property, plant and equipment, as well as the
goodwill and other intangibles recorded as a result of our acquisitions. In
connection with the implementation of SFAS 142 discussed below, we are in
the process of quantifying the impairment in our commercial printing
business.

We are self insured for the majority of our workers' compensation costs
and group health insurance costs. We rely on claims experience and the
advice of consulting actuaries and administrators in determining an
adequate liability for self-insurance claims.

The determination of our tax provision is complex due to operations in
several tax jurisdictions outside the United States. In addition,
realization of certain deferred tax assets is dependent upon our ability to
generate future taxable income and future capital gains.

NEW ACCOUNTING STANDARDS

In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets.
Statement 141 requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001. Statement 141 also
includes guidance on the initial recognition and measurement of goodwill and
other intangible assets arising from business combinations completed after
June 30, 2001. Statement 142 prohibits the amortization of goodwill and
intangible assets with indefinite useful lives. Statement 142 requires that
these assets be reviewed for impairment at least annually. Intangible assets
with finite lives will continue to be amortized over their estimated useful
lives. Additionally, Statement 142 requires that goodwill included in the
carrying value of equity method investments no longer be amortized.

We began our application of Statement 142 beginning on January 1, 2002.
We have completed the first step of the two-step process prescribed in
Statement 142 to test goodwill for impairment and have concluded that a
portion of the $213.5 million of goodwill related to our commercial printing
business is impaired. We will not know the extent of this impairment until
we have completed step two of the process, which we have begun. We will
recognize the amount of the impairment as a cumulative effect of a change
in accounting principle as of January 1, 2002, when it is determined.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations. Statement 143 addresses financial accounting and
reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. Mail-Well will
adopt Statement 143 on January 1, 2003. We are evaluating the impact of the
adoption of Statement 143 on the consolidated financial statements.

In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which establishes one
accounting model to be used for long-lived assets to be disposed of by sale
and broadens the presentation of discontinued operations to include more
disposal transactions. Statement 144 supercedes SFAS No. 121, Accounting
for the Impairment of Long-Lived Assets to Be Disposed Of and the
accounting and reporting provisions of APB Opinion No. 30, Reporting the
Results of Operations--Reporting the Effects Of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions. Mail-Well adopted Statement 144 as of January 1, 2002 and
there was no impact from the adoption of this statement. Because the sale
of the discontinued operations and the assets held for sale were amortized
in 2001, these were accounted for under APB 30.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statement No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
Technical Corrections. This statement provides guidance on the
classification of gains and losses from the extinguishment of debt and on
the accounting for certain specified lease transactions. The Company is
currently evaluating the provisions of the new statement.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities, which addresses financial
accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force ("EITF") Issue No.
94-3, Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). Generally, SFAS No. 146 requires that a liability for a
cost associated with an exit or disposal activity be recognized as
incurred, whereas EITF Issue No. 94-3 required such a liability to be
recognized at the time that an entity committed to an exit plan. The
company is currently evaluating the provisions of the new rule, which is
effective for exit or disposal activities that are initiated after
December 31, 2002.

MARKET RISK

We are exposed to market risks such as changes in interest and foreign
currency exchange rates, which may adversely affect results of operations
and financial position. Risks from interest and foreign

currency exchange rate fluctuations are managed through normal operating and
financing activities. We do not utilize derivatives for speculative purposes,
nor do we hedge interest rate exposure through the use of swaps and options
or foreign exchange exposure through the use of forward contracts.

Exposure to market risk from changes in interest rates relates
primarily to our variable rate debt obligations. The interest on this debt
is the London Interbank Offered Rate ("LIBOR") plus a margin. At June 30,
2002, we had outstanding variable rate debt outstanding of $137.2 million.
A 1% increase in the base rate (which is tied to the prime rate) or LIBOR
on the maximum amount available under our credit agreement, which is
$302.2 million, would increase our annual interest expense by $3.0 million
and reduce annual net income by approximately $1.9 million.

We have operations in Canada, and thus are exposed to market risk for
changes in foreign currency exchange rates of the Canadian dollar.

RECENT DEVELOPMENTS

In August 2002, we sold the filing products division of our Envelope
segment for $36.7 million. We recorded an impairment loss of $6.1 million
in connection with this divestiture. Net proceeds of $31.5 million received
from the sale of this operation were applied to the revolving credit
facility.

Subsequent to June 30, 2002, we were required to refinance a
sale/leaseback arrangement because its covenants were tied to those in the
banking agreement that was replaced by our new senior credit facility. In
connection with the refinancing, we were required to make a payment of
$15.8 million that will be expensed in the third quarter. In addition, $5.5
million of the deferred costs associated with this arrangement will be
written-off. For additional detail, see "Liquidity and Capital
Resources," page 37.

In September 2002, we amended our senior credit facility to revise our
financial covenants in order to allow for the new restructuring plan announced
on August 21, 2002 and described on page 24 under "Restructuring, Asset
Impairments and Other Charges," as well as to clarify certain other covenants.
We also made conforming amendments to our sale/leaseback arrangement.

BUSINESS

We are one of the largest printers in North America competing primarily
in the commercial printing and envelopes market segments. We believe we are
the world's largest manufacturer of envelopes, the leading printer of
envelopes in the United States and Canada and the largest high impact color
printer in the United States. We operate 82 printing manufacturing
facilities throughout North America. The combination of our broad printing
facility network and our sales force, which is among the largest in the
industry, has enabled us to build our customer base to over 20,000 in the
commercial printing and envelope segments, including major national and
regional accounts. In addition to our two primary business segments, we
also operate a printed office products segment. We incorporated in Delaware
on November 13, 1993 as Mail-Well Corporation and we changed our name to
Mail-Well I Corporation on September 11, 1995.

In May 2001, we completed a comprehensive review of our operations and
adopted a new strategy that focused on our two core businesses--commercial
printing and envelope. In support of this strategy, we sold our Curtis 1000
Inc. printed office products distributorship in February 2002, our prime
label segment in May 2002 and the file folder division of our envelope
segment in August 2002. We also consolidated three of our commercial
printing plants into one facility and closed 10 of our envelope plants and
redeployed the equipment and other assets at other facilities. We also
announced our intention to sell our PrintXcel printed office products group
of subsidiaries, and to sell the digital graphics division of our
commercial printing business. In July 2002 we announced our intention to
keep PrintXcel. The sale of the digital graphics division of our commercial
printing assets remains in process.

To reflect the effect of our new strategic plan, in the second quarter
of 2001 we began reporting our prime label and printed office products
segments as discontinued operations, began reporting the digital graphics
division of our commercial printing business and the filing products
division of our envelope business as assets held for sale, and recorded a
loss based on the anticipated proceeds of the dispositions. Beginning with
the second quarter of 2002, we no longer account for PrintXcel as a
discontinued operation, in order to reflect our recent decision not to sell
that business. The financial statements appearing in this prospectus
reflect the results of PrintXcel as a continuing operation on both a
current and historical basis.

THE PRINTING AND ENVELOPE INDUSTRIES

The printing industry is one of the largest and most fragmented
industries in the United States with total estimated 2000 sales of $163
billion among an estimated 47,667 printing businesses, according to the
Printing Industry of America, Inc. The printing industry includes general
commercial printing, financial printing, printing and publishing of books,
labels, newspapers and periodicals, quick printing and production of
business forms and greeting cards. The envelope industry is not as highly
fragmented as the print industry, and envelope printing and manufacturing
combined constitute a $4.3 billion market in North America. Products in the
envelope industry include customized envelopes for direct mailing,
transactional envelopes, non-custom envelopes for resale and specialty
envelopes and files.

OUR COMPETITIVE STRENGTHS

We believe that our business is characterized by the following
competitive strengths:

SUPERIOR INFRASTRUCTURE AND SCALE. We currently operate one of the
world's largest print and envelope manufacturing and distribution
networks, with 82 printing and manufacturing facilities throughout the
United States and Canada. Our extensive network allows us to
cost-effectively deliver high quality products to our customers on a
just-in-time basis. Our network also has

enabled us to increase sales to national customers that require our
products and services in multiple regions of the country. In addition
to the distribution and marketing advantages provided by our
strategically located infrastructure, our scale enables us to realize
cost savings as a result of volume related purchases of paper, ink and
other raw materials used in the printing process. We are one of the
largest U.S. buyers of several paper grades. In 2001, we purchased
494,000 tons of coated and uncoated paper. Our scale also enables us to
achieve cost savings through the consolidation of insurance
administration, financial management and other administrative
functions.

BROAD RANGE OF QUALITY PRODUCTS AND SERVICES. We provide one of the
broadest offerings of quality products and services in our industry. We
print virtually anything that can be printed, from business cards to
premium full-color brochures and annual reports and from white
envelopes to highly customized direct mailers and from traditional
business forms to specialized self-mailing documents. We offer a broad
range of services that are tailored to our customers' needs, including
direct-to-plate technology and color sheet-fed presses. The quality of
our work has been recognized in the commercial printing industry, and
we were awarded numerous Gold Ink Awards in 2001 for various brochures
and reports that we printed. We believe our commitment to quality,
combined with our broad range of specialized products and services, has
allowed us to continually meet our customers' needs.

STRONG, LONGSTANDING CUSTOMER RELATIONSHIPS IN DIVERSE END MARKETS. We
sell our products to approximately 40,000 customers, and we maintain
longstanding relationships with leading retailers, advertising agencies
and other Fortune 500 Companies. Our largest ten customers for 2001
included United Stationers Inc., the U.S. Postal Service, Corporate
Express, Inc., S.P. Richards Co. and the U.S. Government Printing
Office. The length of our relationships with our ten largest 2001
customers ranged from seven to 42 years, with an average of
approximately 16 years.

INDUSTRY LEADING TECHNOLOGY AND INNOVATION. Since our inception, we
have dedicated significant resources to our print technology in order
to be a leading innovator in the industry. We were one of the first
printing companies in the United States to operate an eight-unit web
press and ten color sheet-fed press. In addition, we were one of the
earliest adopters of direct-to-plate technology. Our state of the art
Anderson printing facility in Los Angeles is considered one of the
premier high impact printing facilities in the United States. Our
leading technology enables us to better meet our customers' needs for
product innovation, consistent quality and cost efficiency.

EXPERIENCED MANAGEMENT AND OPERATIONS TEAM. Our senior management team
has significant experience in printing and manufacturing and has
substantial experience implementing cost-cutting and facility
consolidation programs, integrating acquisitions, and managing a
company through changing economic conditions. Our chief executive
officer, Paul Reilly, has spent over 20 years in the printing and
publishing industry with our company and at Polychrome Corporation, a
pre-press supplier to the printing industry. Our chief financial
officer, Michel P. Salbaing, has served as chief financial officer of
several businesses over the course of his 34 year career, including
with Quebecor World, a leading Canadian printing company. Our plant
managers in the commercial printing and envelopes segments are some of
the most experienced in the business, averaging over 19 years in the
printing industry.

OUR STRATEGY

Our objective is to continue to increase our cash flows and profits
through a business strategy that minimizes fixed operating costs and
achieves cost efficiencies in our core business segments. The key elements
of our strategy include:

FOCUS ON CORE BUSINESSES. As mentioned previously, in May 2001 we
completed a comprehensive review of our operations and adopted a new
strategy that focuses on our two core businesses--commercial printing
and envelope. We decided to sell our prime label and printed office
products segments and the digital graphics division of our commercial
printing business and

the filing products division of our envelope business in order to
concentrate our resources on our core businesses in which we believe
there is significant opportunity for growth. Additionally, we plan to
target our resources on specific companies and industries that offer
the greatest potential opportunities for our core business. In June
2002 we revised our strategy to include PrintXcel rather than divest
it. In conjunction with our new strategy, we plan to consolidate
operations within the commercial printing and envelope segments and
improve our financial condition by reducing our outstanding debt.
We are taking these measures in order to optimize capacity utilization
and the use of our resources. We expect the consolidation of our
operations to generate approximately $26 million in annual cost savings.

IMPLEMENT INITIATIVES TO INCREASE OPERATING EFFICIENCY AND CASH
FLOW. We continually reevaluate our cost structure and processes to
identify potential cost savings and productivity improvements that will
increase our profitability and cash flow. In addition to the
significant savings we expect to realize from consolidating our plants,
we commenced the Excellence Demands Group Effort or EDGE Initiative in
June 2001. The EDGE Initiative and other initiatives we commenced in
2001 include implementing firm-wide "best practices," installing
standard pricing and costing models across our business, more
effectively aligning equipment and employee capabilities with the needs
of targeted customers and industries, reducing waste, and regionalizing
our sales and general administration functions. As part of all these
initiatives, we have developed dedicated teams to track and benchmark
operating performance as well as implement organizational changes.

EXPAND OUR PRODUCT AND SERVICE OFFERINGS. Since our inception, we have
worked closely with our customers to develop innovative products that
meet their specific requirements. During 2001, we introduced several
new commercial printing and envelope products and services. The
Visulope(TM), which is an envelope we began to manufacture in the
fourth quarter of 2001, has an extra window to detect unusual
substances prior to opening. In addition, we introduced Mail-Well
1-2-1, an Internet-based advertising solution that allows our clients
to send out personalized marketing materials. We also implemented our
innovative "Go-to-market" program, a team approach to expanding
customer service relationships that we believe is unique in the
printing industry. Under the "Go-to-market" program, we seek to
increase sales by bringing sales management discipline to our selling
process, including segmenting our customer base, understanding customer
profitability, and developing account action plans by sales
representatives. We will continue our focus on product and service
improvements and new innovations in order to meet our customers needs
and grow our business.

OUR PRODUCTS

Commercial Printing. We believe we are the leading printer of
envelopes in the United States and Canada, the largest high impact color
printer in the United States, and a leading general commercial printer in
several major U.S. markets. Our commercial printing segment generated $818
million of sales for the year ended December 31, 2001, representing 39% of
our total pro forma sales. We serve two primary commercial printing
markets: (i) high impact color printing, in which we print a wide range of
longer run premium products for national and regional accounts; and (ii)
general commercial printing, in which we print a wide array of products and
offer printing services to local commercial customers. Our printing
products include advertising literature, corporate identity materials,
annual reports, car brochures, calendars, greeting cards, brand marketing
materials, catalogs, maps, CD packaging and direct mail. We offer a wide
range of commercial printing services to our customers, including
electronic prepress, digital archiving, direct-to-plate technology, and
high quality web and color sheet-fed presses. Our high impact printing
customers include The Coca-Cola Company, Microsoft Corporation and
DaimlerChrysler AG, and our general commercial customers include
Anheuser-Busch Inc., Compaq Computer Corporation and GlaxoSmithKline PLC.
In 2001, we served over 12,000 commercial customers. We printed over
24 million annual reports for 122 public companies, including 10 of the
Fortune 50 companies, and we printed over 40 million auto brochures

for 14 automobile manufacturers. Our commercial printing segment operates
29 plants throughout the United States and one in Canada.

Envelope. We believe we are the world's largest manufacturer of
envelopes. Our envelopes segment generated $836 million of sales for the
year ended December 31, 2001, representing 40% of our total pro forma
sales. We serve two primary markets: (i) customized envelopes and packaging
products, including Tyvek(R) mailers used by the U.S. Postal Service, sold
directly to end users or to independent distributors who sell to end users;
and (ii) envelopes and other products sold to wholesalers, paper merchants,
printers, brokerage firms, office product establishments and superstores.
In the customized envelope market, we offer printed customized conventional
envelopes for billing and remittance, direct mail marketers, catalog orders
and other end-users, such as banks, brokerage firms and credit card
companies. In addition to the U.S. Postal Service, our major customized
envelope customers include State Farm Insurance Company, Reader's Digest
and the Internal Revenue Service. In the wholesale envelope market, we
manufacture and print a broad line of custom envelopes that are featured in
national catalogs for the office products market or offered through office
products retailers, including contract stationers. Our wholesale market
customers include United Stationers Inc., S.P. Richards Co., Boise Cascade
Office Products and Corporate Express, Inc. In 2001, we served over 8,000
envelope customers. We manufacture envelopes in 27 U.S. plants and 13
Canadian plants.

Printed Office Products. In addition to our two primary business
segments, we also operate a printed office products segment. We believe we
are the largest manufacturer of printed office products sold through
distributors. The printed office products segment prints a diverse line of
custom products for small and medium-sized businesses including both
traditional and specialty forms for use with desktop PCs and laser
printers. Printed office products customers include Data Supplies, Wall
Street Business Products and Minuteman Press International, Inc. Our
printed office products segment has 12 manufacturing facilities located
throughout the United States.

OUR SERVICES

We offer our customers a wide variety of related services to enhance
the value of our products, such as:

Prepress. The traditional design phase typically requires us to
incorporate customer-submitted graphics, photograph the artwork, develop
the file and prepare a plate from which to print.

Electronic Prepress. This is a fully automated electronic process that
allows the customer to submit its artwork and other data in digital format,
either on a diskette, high speed transmission line or in hard copy that can
be computer-scanned. We can then manipulate the image, prepare color
separations and edit the design on a computer to create the file from which
the printing plate is made. Electronic prepress greatly reduces the time
and the number of people involved in the production of plates, and we
believe that we are an industry leader in fully automated electronic
prepress operations.

Direct-to-Plate Technology. We offer digital direct-to-plate
technology, which eliminates the production of film and several manual
functions in the platemaking process. This technology offers a complete
digital workflow, providing a better printed product and faster turnaround
without additional cost.

Mail-Well 1-2-1. We offer on-demand digital printing services using
variable imaging and other features to produce personalized marketing
material, direct mail and other forms of targeted customer communications.

Digital Archiving. We allow customers to store digitally rendered
artwork on our file servers. The artwork can then be accessed and retrieved
either at the plant during the prepress stage or from a remote site via
high speed transmission during the design stage.

Delivery Systems. We offer a flexible "just-in-time" delivery program.
This program allows customers to receive their products just prior to when
they are needed.

Warehousing Services. A customer will often place an order for
significantly more product than it may need at the time. When this occurs,
we offer to store the finished product and drop-ship them on an "as-needed"
basis.

Inventory Management Systems. We offer this service primarily to large
national organizations with centralized purchasing and supply departments
that service multiple locations. We facilitate order processing by giving
customers information on usage by item and/or available supply in our
warehouses and provide for summary billing.

Fulfillment. We offer a complete fulfillment center with online order
assembly and barcoding located in Denver.

E-commerce. We have the capability to offer our customers a full range
of e-commerce services to order printing or other products through their
web page.

Printmailwell.com. We offer a full range of robust Internet-based
print procurement and print management solutions via our Printmailwell.com
e-commerce platform, powered by PrintCafe.

Our goal is to offer the highest standards in meeting our customers'
needs with our primary focus on responding quickly and competitively to
customer demands and requirements. Many of our production facilities are
open 24 hours a day, seven days a week, to allow for timely production of
materials. At certain facilities we also offer a number of unique services
to our customers such as complimentary transportation between the airport
and our offices, in-plant overnight accommodations, on-site meeting rooms
and lounge, travel and hotel arrangements and computers for use by the
customers when on-site.

We believe that the consolidation of the printing industry is being
driven in part by the rapid pace of technological change. Recent advances
in computer-based prepress equipment, such as electronic prepress, allow
for faster and more precise manipulation of images and text prior to
printing. Similarly, recent advances in photo imaging technology have
greatly increased the quality of the final image produced in the printing
process. These advances have increased the capital requirements for
maintaining technologically advanced equipment. We believe that many
smaller local and regional commercial printers will find it increasingly
difficult to obtain adequate financial resources to remain competitive in
the segments of the commercial printing market in which we operate.

MARKETING, DISTRIBUTION AND CUSTOMERS

As a result of the wide array of applications, customer preferences and
order sizes, our marketing efforts vary significantly among markets and by
region. Although our marketing efforts traditionally have been local or
regional, we continue to emphasize a more focused national accounts program
to attract customers whose needs are national or cover multiple regions. We
now have a national marketing director and a print marketing campaign.

We maintain one of the largest sales staffs in the industry, with
approximately 650 sales representatives as of December 31, 2001. The vast
majority of our printed products are sold through sales representatives,
the exception being occasional "house" or company accounts. Our sales
representatives work closely with customers from the initial concept
through prepress, proofing and finally the press run. Because our sales
representatives are our primary contacts with our customers, our goal is to
attract, train and retain an experienced, qualified sales force in each of
our business segments. Sales representatives typically are compensated by
straight commission. Commissions generally depend on such factors as order
size and type, prepress work, reruns or rework and overall profitability of
the job. We also coordinate sales efforts among regions within our
operating segments, and among the operating segments themselves, in order
to compete for national account business, enhance the internal
dissemination of successful new product ideas, efficiently allocate our
production equipment, share technical expertise and increase company-wide
selling of specialty products manufactured at selected facilities.

In commercial printing our marketing efforts differ between two broad
product areas: high impact color products, such as auto brochures, annual
reports and high-end catalogs, and general commercial work. We market high
impact printing primarily on a regional basis, through sales
representatives working out of sales offices across the United States.
Because of the highly fragmented nature of the general commercial printing
and envelope businesses, and the wide array of customer needs and
preferences, we market most of our general commercial printing and
envelopes locally. Due to the project-oriented nature of these market
segments, sales to particular customers may vary significantly from year to
year depending upon the number and size of their projects. Our customer
supply agreements are typically on an order by order basis or for a
specified period of time. The sales force is supported by a technical
service team that provides customers with highly customized printing
solutions. Most of our printing facilities have customer service
representatives that work with the sales team and the customers to manage
orders efficiently and effectively. In some cases, the customer service
representatives have direct responsibility for accounts. In 2001, we
implemented our innovative "Go-to-market" program as part of our strategic
plan. This program utilizes a team approach to customer service
relationships that we believe is unique in the printing industry.

Our customer base totals approximately 40,000. Our customers in the
high impact commercial printing market include Fortune 500 companies,
graphic designers and advertising agencies. Our customers in the general
commercial printing and envelope businesses include national and local
businesses, government agencies and not for profit organizations. In our
printed office products segment, our customers are primarily value-added
resellers of office products. None of our customers accounted for more than
2% of revenue in 2001.

PRINTING AND MANUFACTURING

Our commercial printing segment operates 29 printing facilities
throughout the United States, and one in Canada. These plants combine
advanced prepress technology with high-quality web and sheet-fed color
presses and extensive binding and finishing operations. Many of our
commercial printing facilities operate seven days a week, 24 hours a day to
meet customer printing requirements.

Our envelope segment operates 40 printing facilities throughout North
America. Envelopes are produced from either flat sheets or rolls of paper.
The paper is folded into an envelope, which is glued at the seams and on
the flap, and then printed as required. Webs are typically used for larger
runs with multiple colors and numerous features, and die cut machines,
which require a preliminary step to provide die cut envelope blanks from
paper sheets, are used primarily for smaller orders typically including
customized value-added features. The manufacturing process used is
dependent upon the size of a particular order, custom features required,
machine availability and delivery requirements.

In our printed office products segment, we operate 12 facilities in the
United States. In printed office products, we design and print forms and
other customized materials for a wide range of businesses. A majority of
printed office products orders are delivered to us "camera ready," and we
perform prepress and platemaking functions and print on web presses.

MATERIALS AND SUPPLY ARRANGEMENTS

The primary materials used in each of our printing divisions are paper,
ink, film, offset plates, chemicals and cartons, with paper accounting for
the majority of total material costs. We are the largest U.S. buyer of
several paper grades. In 2001, we purchased 494,000 tons of coated and
uncoated paper. We purchase these materials from a number of suppliers and
have not experienced any significant difficulties in obtaining the raw
materials necessary for operations. We have implemented an inventory
management system in which a limited number of paper suppliers supply all
of our paper needs. These suppliers are responsible for delivering paper on
a "just-in-time" basis directly to our facilities. We believe that this
system has allowed us to enhance the flexibility and speed with which we
can serve customers, improve pricing on paper purchases, eliminate a
significant amount of paper

inventory and reduce costs by reducing warehousing capacity. We believe
that we purchase our materials and supplies at very competitive prices due
to our volume leverage.

PATENTS, TRADEMARKS AND BRAND NAMES

We market products under a number of trademarks and brand names. We
also hold or have rights to use various patents relating to our envelope
business, which expire at various times through 2012. Our sales do not
materially depend upon any single or related group of patents.

COMPETITION

The commercial printing industry is highly competitive and fragmented.
We compete against a number of large, diversified and financially stronger
printing companies, as well as regional and local commercial printers, many
of which are capable of competing with us in both volume and production
quality. Although we believe customers are price sensitive, we also believe
that customer service and high quality products are important competitive
factors. We believe we provide premium quality and customer service while
maintaining competitive prices through stringent cost control efforts. The
main competitive factors in our markets are customer service, product
quality, reliability, flexibility, technical capabilities and price. We
believe we compete effectively in each of these areas.

In envelope printing, we compete with a few multi-plant and many
single-plant companies that primarily service regional and local markets.
We also face competition from alternative sources of communication and
information transfer such as facsimile machines, electronic mail, the
Internet, interactive video disks, interactive television and electronic
retailing. Although these sources of communication and advertising may
eliminate some domestic envelope sales in the future, we believe that we
will experience continued demand for envelope products due to (i) the
ability of our customers to obtain a relatively low-cost information
delivery vehicle that may be customized with text, color, graphics and
action devices to achieve the desired presentation effect, (ii) the ability
of our direct mail customers to penetrate desired markets as a result of
the widespread delivery of mail to residences and businesses through the
U.S. Postal Service and the Canada Post Corporation and (iii) the ability
of our direct mail customers to include return materials in their
mail-outs. Principal competitive factors in the envelope business are
quality, service and price. Although all three are equally important,
various customers may emphasize one or more over the others. We believe we
compete effectively in each of these areas.

Our closest competitors in the printed office products market are other
document printers with nationwide manufacturing locations and
regional/local printers, which typically sell within a 100 to 300-mile
radius of their plants. To a limited extent we compete with much larger
direct selling forms manufacturers. We compete mainly on the breadth of our
product offerings and close customer relationships.

EMPLOYEES

We employ approximately 11,100 people and approximately 2,200 people we
employ at the various facilities are represented by unions affiliated with
the AFL-CIO or Affiliated National Federation of Independent Unions. These
employees are governed by collective bargaining agreements, each of which
covers the workers at a particular facility, expires from time to time and
is negotiated separately. Accordingly, we believe that no single collective
bargaining agreement is material to our operations as a whole.

PROPERTIES

We occupy 82 printing and manufacturing facilities in the United States
and Canada, of which 43 are owned and 39 are leased. In addition to on-site
storage at these facilities, we store products in 16 warehouses, of which
two are owned. We also lease 47,754 square feet of office space in
Englewood, Colorado for our corporate headquarters and an additional 10,258
square feet of office space in

Chicago, Illinois for information systems support persons. We believe that
we have adequate facilities for the conduct of our current and future
operations.

LEGAL PROCEEDINGS

From time to time we may be involved in claims or lawsuits that arise
in the ordinary course of business. Accruals for claims or lawsuits have
been provided for to the extent that losses are deemed probable and
estimable. Although the ultimate outcome of these claims or lawsuits cannot
be ascertained, on the basis of present information and advice received
from counsel, it is our opinion that the disposition or ultimate
determination of such claims or lawsuits will not have a material adverse
effect on us. In the case of administrative proceedings related to
environmental matters involving governmental authorities, we do not believe
that any imposition of monetary damages or fines would be material.

ENVIRONMENTAL

* the Comprehensive Environmental Response Compensation and Liability
Act, as amended by the Superfund Amendment and Reauthorization Act,
which governs the identification, reporting and clean-up of hazardous
substances that have been released into the environment. We do not
currently face any known material liabilities arising from CERCLA.

* the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act and Hazardous and Solid Waste Amendment, which
governs the disposal of solid waste and the identification, treatment
and disposal of hazardous waste.

* the Toxic Substances Control Act, which governs the regulation of
hazardous chemical substances, such as asbestos, polychlorinated
biphenyle, radon and lead.

* the Federal Water Pollution Control Act, as amended by the Clean
Water Act, which governs the regulation or the discharge of
pollutants into navigable waters.

* the Clean Air Act, which governs the regulation of the emission of
contaminants into the atmosphere.

Our operations in California may also be subject to rules of the South
Coast Air Quality Management District or the Bay Area Air Quality
Management District, and we may be subject to OSHA's Hazardous Waste
Operations and Emergency Response (HAZWOPER) standards.

We have implemented environmental programs designed to ensure that we
operate in compliance with the applicable laws and regulations governing
environmental protection. We believe that we are in substantial compliance
with applicable laws and regulations relating to environmental protection.
We do not anticipate that material capital expenditures will be required to
achieve or maintain compliance with environmental laws and regulations.
However, newly discovered conditions or new or stricter enforcement of
existing requirements may result in material expenses.

MANAGEMENT

The name, age and position of each of the directors and executive
officers of the Parent Company are set forth below:

DIRECTOR
NAME AGE POSITION SINCE(1)
---- --- -------- ---------

Paul V. Reilly.................... 50 Director, Chairman of the Board & Chief Executive 1998
Officer
Michel P. Salbaing................ 57 Senior Vice President & Chief Financial Officer
Herbert H. Davis III.............. 54 Senior Vice President--Corporate Development & Chief
Legal Officer
Gordon Griffiths.................. 59 Chief Executive Officer--Commercial Print
Robert C. Hart.................... 64 Chief Executive Officer--Envelope
Roger Wertheimer.................. 43 Vice President--General Counsel & Secretary
D. Robert Meyer, Jr............... 46 Vice President--Treasurer
Mark L. Zoeller................... 42 Vice President--Corporate Development
William W. Huffman, Jr............ 53 Vice President--Controller
Keith T. Pratt.................... 56 Vice President--Purchasing
Frank P. Diassi(4)................ 69 Director 1993
Frank J. Hevrdejs(2)(3)........... 56 Director 1993
Janice C. Peters(3)............... 51 Director 1999
Jerome W. Pickholz(2)(4).......... 69 Director 1994
W. Thomas Stephens(2)(3).......... 60 Director 2000
Alister W. Reynolds............... 45 Director 2002

----------------------------------------------------------------------------------------------------------------
(1) Directors serve one-year terms.
(2) Member of the Nominating and Governance Committee.
(3) Member of the Compensation Committee.
(4) Member of the Audit Committee.

PAUL V. REILLY was named our Chief Executive Officer in March 2001 and
he became Chairman of the Board in September 2001. Prior to that Mr. Reilly
was our President and Chief Operating Officer from January 1998 to March
2001 and was our Senior Vice President--Finance and Chief Financial Officer
from September 1995 to January 1998. Mr. Reilly spent 14 years with
Polychrome Corporation, a prepress supplier to the printing industry, where
he held a number of positions including Assistant Corporate Treasurer,
Corporate Treasurer, Vice President and Chief Financial Officer, and
General Manager of United States Operations. Mr. Reilly is a Certified
Public Accountant.

MICHEL P. SALBAING has been our Senior Vice President--Finance and
Chief Financial Officer since November 2000. From 1996 to November 2000,
Mr. Salbaing was with Quebecor World, the largest North American printer,
where he held a number of positions, most recently as Chief Financial
Officer of the overall corporation, and also as President and Chief
Executive Officer of Quebecor Printing Europe from 1998 to 1999 and Senior
Vice President and Chief Financial Officer of Quebecor World North America.
Prior to 1996, Mr. Salbaing held various senior financial positions with
three large Canadian manufacturing firms and spent eight years with Ernst &
Young LLP. Mr. Salbaing is a member of the Canadian Institute of Chartered
Accountants.

HERBERT H. DAVIS III has been our Senior Vice President--Corporate
Development and Chief Legal Officer since August 2001. Prior to that time,
Mr. Davis was in the private practice of law and

was a partner at the Denver, Colorado law firm of Rothgerber Johnson &
Lyons LLP for over 20 years.

GORDON GRIFFITHS has served as Chief Executive Officer of our
commercial print segment since April 8, 2002. Mr. Griffiths most recently
served as the chairman and CEO of Caxton Group, a marketing services
organization that he co-founded in April 2000. Prior to founding Caxton
Group, Mr. Griffiths served Canada's largest privately owned printer,
St. Joseph Corporation, as president and chief operating officer from May
1998 to January 2000. St. Joseph is Canada's third largest printing and
communications organization. For 18 years, Mr. Griffiths was associated
with Quebecor Printing, Inc., serving in various positions including
president of Quebecor Printing Canada from 1990 to 1998. His experience
in the printing industry dates back to 1964.

ROBERT C. HART has served as Chief Executive Officer of the envelope
segment of the Company since October 2000. From 1998 until he joined
Mail-Well, he owned his own consulting firm after having spent over thirty
years, from 1967 to 1998, with Riverwood International, a $1.3 billion
paperboard and packaging company headquartered in Atlanta, GA. Throughout
his tenure with Riverwood, Mr. Hart served as Vice President & Mill
Manager; Vice President, Sales and Marketing; Vice President, and General
Manager of Paperboard Operations. Mr. Hart's last position, starting in
1992, was as Senior Vice President of Riverwood's Paperboard Operation,
which generated $600 million annually throughout his tenure. Mr. Hart
directed the operations of three paper mills, producing 1.4 million tons of
packaging products to improve productivity over 250,000 tons in eight
years.

ROGER WERTHEIMER has been our Vice President--General Counsel and
Secretary since February 1995. Mr. Wertheimer began practicing law in 1984
and served as Corporate Counsel for PACE Membership Warehouse, Inc. from
1988 to 1994. Mr. Wertheimer was in private practice from March 1994 until
February 1995, when he joined us.

D. ROBERT MEYER, JR. has been our Vice President--Treasurer and Tax
since 1998. Mr. Meyer is a licensed attorney, Certified Public Accountant
and Certified Financial Planner. From 1988 to 1998, Mr. Meyer was a partner
in the tax department of the accounting firm of Deloitte & Touche LLP.

MARK L. ZOELLER has been our Vice President--Corporate Development
since May 2001. Mr. Zoeller joined us in 1997 as Corporate Counsel, and
from May 2000 to May 2001, he was Assistant General Counsel. Prior to
joining us, Mr. Zoeller was an associate at the law firm of Rothgerber
Johnson & Lyons LLP, and he is a licensed attorney.

WILLIAM W. HUFFMAN, JR. has been our Vice President--Controller since
November 2000. Prior to that he served in various financial capacities at
Custom Papers Group, Specialty Coatings International, and James River
Corporation. Mr. Huffman began his career with Coopers & Lybrand, and is a
Certified Public Accountant.

KEITH T. PRATT has been our Vice President--Purchasing since 1998. From
1994 to 1998, Mr. Pratt was Vice President of Material Sourcing and
Logistics of Ply Gem Industries, a residential building products
manufacturer. From 1981 to 1994, Mr. Pratt was responsible for purchasing
and logistics with several companies where he held a variety of positions
up to the director level.

FRANK P. DIASSI has been a director since our inception in 1993. Mr.
Diassi was Chairman of Sterling Chemicals, Inc., a manufacturer of
commodity petrochemicals and chemicals used primarily in the pulp and paper
industry, from August 1996 through December 2001. He was a founding
director of Arcadian Corporation, the largest nitrogen fertilizer company
in North America. From 1989 to 1994, Mr. Diassi was a Director and Chairman
of the Finance Committee of Arcadian Corporation. Mr. Diassi is a director
of Fibreglass Holdings, Inc., a truck accessory manufacturer, a director
and Chairman of Amerlux Inc., a commercial lighting company, and director
and Chairman of Software Plus, Inc., a human resources/payroll software
design firm. On July 16, 2001, Sterling Chemicals, Inc., a company for
which Mr. Diassi has served as an executive officer, filed a voluntary
petition for

reorganization under Chapter 11 of the United States Bankruptcy Code. Mr.
Diassi is a member of the Audit Committee of the Board of Directors.

FRANK J. HEVRDEJS has been a director since our inception in 1993. In
1982 Mr. Hevrdejs co-founded The Sterling Group, L.P., a major management
buyout company, where he is currently a principal shareholder and
president. He also serves as Chairman of First Sterling Ventures Corp., an
investment company, Endoro Holdings, Inc., a structural and electrical
manufacturing company, and Fibreglass Holdings, Inc., a truck accessory
manufacturer. He is a director of Eagle U.S.A., an air-freight company,
Sterling Chemicals, Inc., a petroleum chemical company and serves on the
Houston Regional Board of J.P. Morgan Chase and Co., a financial
institution. Mr. Hevrdejs serves as Chairman of the Nominating and
Governance Committee and is a member of the Compensation Committee of the
Board of Directors.

JANICE C. PETERS has been a director since 1999. From 1997 to 2000, Ms.
Peters served as President and Chief Executive Officer of MediaOne(R), the
broadband services arm of MediaOne Group. From 1995 to 1997, Ms. Peters was
employed by US WEST, MediaOne's former parent company, in various positions
including Executive Vice President of Media One Group, Managing Director of
One2One, a United Kingdom wireless communications joint venture between US
WEST and Cable & Wireless, and President of Wireless Operations for US WEST
Media Group. Ms. Peters has served as a director of Primus Knowledge Solutions,
Inc., a knowledge-enabled software provider, since March 2000 and joined the
board of directors of 3COM, a communications company specializing in network
solutions, in July 2000. Ms. Peters serves as Chairperson of the Compensation
Committee of the Board of Directors.

JEROME W. PICKHOLZ has been a director since September 1994. From 1978
until 1994, he was Chief Executive Officer of Ogilvy & Mather Direct
Worldwide, a direct advertising agency. From 1994 until September 1995, he
served as Chairman of the Board of Ogilvy & Mather Direct worldwide where
he is now Chairman Emeritus. Since January 1, 1996, Mr. Pickholz has served
as founder and Chairman of Pickholz, Tweedy, Cowan, L.L.C., a marketing
communications company. Mr. Pickholz serves as the Chairman of the Audit
Committee and as a member of the Nominating and Governance Committee of the
Board of Directors.

W. THOMAS STEPHENS has been a director since 2000 and served as Chairman
of the Board from February 2001 to June 2001. From 1997 to November 1999,
Mr. Stephens served as President and Chief Executive Officer of MacMillan
Bloedel, Canada's largest forest products company. From 1986 to 1996, he
served as CEO and President of Johns Manville Corporation serving as
Chairman from 1993 to 1996. Mr. Stephens has served as a director of Qwest
Communications International, Inc. since June 1997, Norske Skog Canada
Limited since November 1999, Xcel Energy, Inc. and a predecessor company
since February 1989, TransCanada PipeLines Ltd. since April 1999, and has
been a trustee of Putnam Mutual Funds since 1997. Mr. Stephens is a member
of the Audit Committee and the Nominating and Governance Committee of the
Board of Directors.

ALISTER W. REYNOLDS was elected a director at the 2002 Annual Meeting.
Mr. Reynolds has been employed by Quest Diagnostics, Inc., a laboratory
testing company, since 1996 in various positions, including, from 1999 to
January 2001, as Senior Vice President--U.S. Operations, and since January
2001 as Senior Advisor to the Chairman and CEO. He serves as director of
Soma Logic Incorporated, a Delaware corporation, and Health Care Waste
Solutions, a Delaware corporation.

THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

Mail-Well I Corporation originally issued and sold $350,000,000
aggregate principal amount of 9 5/8% Senior Notes due 2012 on March 13,
2002, in an offering that was exempt from registration under the Securities
Act of 1933 pursuant to Section 4(2), Rule 144A and Regulation S of the
Securities Act. Accordingly, the old notes may not be transferred in the
United States unless registered under the Securities Act or unless an
exemption from the registration requirements of the Securities Act and
applicable state securities laws is available.

As a condition to the sale of the old notes, we entered into a
registration rights agreement dated as of March 13, 2002 with the initial
purchasers of the old notes. In the registration rights agreement, we
agreed to file with the Securities and Exchange Commission a registration
statement under the Securities Act no later than June 11, 2002, with
respect to the $350,000,000 aggregate principal amount of 9 5/8% senior
notes due 2012 offered by this prospectus. We also agreed to use our
reasonable best efforts to have the registration statement declared
effective within 90 days after June 11, 2002. In addition, we agreed to use
our reasonable best efforts to cause the registration statement to be
effective for a period of not less than 20 business days after the date
notice of the exchange offer is mailed to the holders of the old notes, to
keep the exchange offer open for a period of not less than 20 business
days, and to cause the exchange offer to be consummated no later than the
30th business day after the registration statement is declared effective by
the Commission.

Pursuant to the exchange offer, holders of the old notes may exchange
their old notes for registered new notes. For each old note surrendered
pursuant to the exchange offer, the holder of the old note will receive a
new note having a principal amount equal to that of the surrendered old
note. Interest on each new note will accrue from the last interest payment
date on which interest was paid on the old note surrendered in exchange for
the new note or, if no interest has been paid on such old note, from the
date the old note was issued.

To participate in the exchange offer, each holder must represent that:

* it is acquiring the new notes in the exchange offer in its ordinary
course of business;

* it has no arrangement or understanding with any person to participate
in a distribution of the new notes, and if it is not a broker-dealer,
it is not engaged in, and does not intend to engage in, a
distribution of the new notes;

* it is not an "affiliate" of Mail-Well I Corporation, as defined in
Rule 405 of the Securities Act, or if it is such an affiliate, it
will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable; and

* if it is broker-dealer, it will receive new notes for its own account
in exchange for old notes that it acquired as a result of
market-making activities or other trading activities.

Each broker-dealer that receives new notes for its own account in
exchange for old notes, where such old notes were acquired by such
broker-dealer 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 such new notes. See "Plan of Distribution" on
page 102. The Commission has taken the position that these broker-dealers
may fulfill their prospectus delivery requirements with respect to new
notes, other than a resale of an unsold allotment from the original sale of
the old notes, with this prospectus. Under the registration rights
agreement, we are required to allow these broker-dealers and other persons,
if any, with similar prospectus delivery requirements to use this
prospectus in connection with the resale of the new notes. We have filed a
copy of the registration rights agreement as an exhibit to the registration
statement of which this prospectus is a part.

RESALE OF THE NEW NOTES

Based on no-action letters issued by the staff of the Commission to
persons who are not associated with us, we believe that the new notes
issued in exchange for old notes pursuant to this exchange offer will in
general be freely transferable after this exchange offer without further
registration under the Securities Act and without the holder's delivery of
a prospectus under the Securities Act. This presumes that the holder of the
new notes makes the representations described above and, if the holder is a
broker-dealer, it represents that it will receive new notes for its own
account in exchange for old notes that were acquired as a result of
market-making activities or other trading activities and that it will
deliver a prospectus in connection with any resale of the new notes.
However, the Commission has not considered this exchange offer in the
context of a no-action letter and there can be no assurance that the staff
of the Commission would make a similar determination with respect to this
exchange offer as it made in the no-action letters to the unrelated
persons.

Holders of old notes wishing to accept the exchange offer must complete
and sign the letter of transmittal that will be mailed to each holder of
the old notes. The letter of transmittal contains the required
representations described above and an agreement to comply with the
agreements and covenants set forth in the registration rights agreement.

This prospectus, as it may be amended or supplemented from time to
time, may be used by broker-dealers in connection with resales of new notes
received in exchange for old notes where the old notes were acquired by the
broker-dealer as a result of market-making activities or other trading
activities. A broker-dealer that signs a letter of transmittal and delivers
a prospectus to purchasers in connection with resales may be deemed to be
an "underwriter" within the meaning of the Securities Act; however, the
holder will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

TERMS OF THE EXCHANGE OFFER; PERIOD FOR TENDERING OLD NOTES

Upon the terms and subject to the conditions described in this
prospectus and contained in the letter of transmittal, we will accept for
exchange any and all old notes that are properly tendered on or prior to
the expiration date of the exchange offer, , 2002, and are
------------
not withdrawn as permitted below. We will issue $1,000 principal amount
of new notes in exchange for each $1,000 principal amount of outstanding
old notes surrendered pursuant to this exchange offer. Old notes may be
tendered only in integral multiples of $1,000.

The form and terms of the new notes are the same as the form and terms
of the old notes except that:

* the new notes will be registered under the Securities Act and hence
the new notes will not bear legends restricting their transfer, and

* holders of the new notes will not be entitled to most rights under
the registration rights agreement, which will terminate upon the
closing of the exchange offer.

The new notes will evidence the same debt as the old notes and will be
issued under, and be entitled to the benefits of, the same indenture.

As of the date of this prospectus, an aggregate of $350,000,000 in
principal amount of the old notes is outstanding. This prospectus, together
with the letter of transmittal, is first being sent on or about
, 2002, to all holders of old notes known to us.
------------

Holders of the old notes 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
federal securities laws.

We expressly reserve the right, at any time or from time to time, to
extend the period of time during which the exchange offer is open, and by
the extension to delay acceptance for exchange of any old notes. Notice of
any extension will be issued by means of a press release or other public
announcement no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled expiration date. During the
extension, all old notes previously tendered will remain subject to the
exchange offer and may be accepted for exchange by Mail-Well I Corporation.
We will return any old notes not accepted for exchange for any reason
without expense to the tendering holder as promptly as practicable after
the expiration of the exchange offer. We will give written notice of any
extension, amendment or nonacceptance to the holders of the old notes as
promptly as practicable.

PROCEDURES FOR TENDERING OLD NOTES

Your tender to Mail-Well I Corporation of old notes as described below
and our acceptance of the old notes will create a binding agreement between
us upon the terms and subject to the conditions set forth in this
prospectus and in the letter of transmittal. Except as set forth below, a
holder who wishes to tender old notes for exchange must send a completed
and signed letter of transmittal, including all other documents required by
the letter of transmittal, to the exchange agent, State Street Bank and
Trust Company, at the address set forth below under "--Exchange Agent" on
page 58 on or before the expiration date. In addition, either:

(1) certificates for the old notes must be received by the exchange
agent, or

(2) a timely confirmation of a book-entry transfer of the old notes
into the exchange agent's account at the Depository Trust Company
pursuant to the procedure for book-entry transfer described below,
must be received by the exchange agent before the expiration date,
or

(3) the holder must comply with the guaranteed delivery procedures
described below.

The method of delivery of old notes, letters of transmittal and all other
required documents is at the election and risk of the holders. If the
delivery is by mail, we recommend you use registered mail, properly
insured, with return receipt requested. In all cases, you should allow
sufficient time to assure timely delivery. No letters of transmittal or old
notes should be sent to Mail-Well I Corporation.

Any beneficial owner whose old notes are registered in the name of a
broker, dealer, commercial bank, trustee or other nominee and who wishes to
tender should contact the registered holder of the old notes promptly and
instruct the registered holder to tender on behalf of the beneficial owner.
If the beneficial owner wishes to tender on its own behalf, the beneficial
owner must, prior to completing and executing the letter of transmittal and
delivering its old notes, either make appropriate arrangements to register
ownership of the old notes in the beneficial owner's name or obtain a
properly completed power of attorney from the registered holder of the old
notes. The transfer of record ownership may take considerable time.

Signatures on a letter of transmittal or a notice of withdrawal need
not be guaranteed if the old notes surrendered for exchange are tendered:

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

(2) for the account of an eligible institution.

An "eligible institution" means a firm that is a member of a registered
national securities exchange or a member of the National Association of
Securities Dealers, Inc. or a commercial bank or trustee having an office
or correspondent in the United States. In the event that signatures on a
letter of transmittal or a notice of withdrawal are required to be
guaranteed, the guarantees must be by an eligible institution. If old notes
are registered in the name of a person other than a signer of the letter of
transmittal, the old notes surrendered for exchange must be endorsed by the
registered holder, or be accompanied by appropriate powers of attorney or
by a written instrument or instruments of transfer

or exchange, in satisfactory form as determined by Mail-Well I Corporation
in its sole discretion, signed by the registered holder with the signature
guaranteed by an eligible institution.

We will determine all questions as to the validity, form, eligibility
and acceptance of old notes tendered for exchange in our sole discretion,
and our determination shall be final and binding. We reserve the absolute
right to reject any tenders of any particular old notes not properly
tendered or not to accept any particular old notes whose acceptance might,
in our judgment or the judgment of our counsel, be unlawful. We also
reserve the absolute right to waive any defects or irregularities or
conditions of the exchange offer as to any particular old notes either
before or after the expiration date, including the right to waive the
ineligibility of any holder who seeks to tender old notes in the exchange
offer. Our interpretation of the terms and conditions of the exchange offer
as to any particular old notes either before or after the expiration date
shall be binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of old notes for exchange must be
cured within a reasonable period of time as we shall determine. Neither
Mail-Well I Corporation, the exchange agent nor any other person shall be
under any duty to give notification of any defect or irregularity with
respect to any tender of old notes for exchange, nor shall any of them
incur any liability for failure to give the notification.

If the letter of transmittal or any old notes or powers of attorney are
signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary
or representative capacity, those persons should so indicate when signing,
and, unless waived by Mail-Well I Corporation, proper evidence satisfactory
to Mail-Well I Corporation of their authority to so act must be submitted.

BOOK-ENTRY TRANSFER

The exchange agent will request to establish an account for the old
notes at DTC for the exchange offer within two business days after the date
of this prospectus. Any financial institution that is a participant in
DTC's systems may make book-entry delivery of old notes by causing DTC to
transfer the old notes into the exchange agent's account at DTC in
accordance with DTC's procedures for transfer.

Although delivery of old notes may be effected through book-entry
transfer at DTC, the letter of transmittal or facsimile, or an agent's
message, with any required signature guarantees and any other required
documents, must, in any case, be received by the exchange agent at the
address set forth under "--Exchange Agent" on page 58 on or before the
expiration date or the guaranteed delivery procedures described below must
be complied with.

The term "agent's message" means a message, transmitted by DTC to, and
received by, the exchange agent and forming a part of a book-entry
confirmation, which states that DTC has received an express acknowledgment
from the tendering participant stating that the participant has received
and agrees to be bound by the terms of the letter of transmittal, and
Mail-Well I Corporation may enforce the letter of transmittal against the
participant.

GUARANTEED DELIVERY PROCEDURES

If a registered holder of the old notes wishes to tender the old notes
and the old notes are not immediately available, or time will not permit
the holder's old notes or other required documents to reach the exchange
agent before the expiration date, or the procedure for book-entry transfer
cannot be completed on time, a tender may be effected if:

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

(2) prior to the expiration date, the exchange agent has received from
the eligible institution:

(a) a completed and signed letter of transmittal, or a facsimile;

(b) notice of guaranteed delivery substantially in the form provided
by Mail-Well I Corporation, setting forth the name and address of
the holder of the old notes and the amount of old notes, stating
that the tender is being made by that holder and guaranteeing
that within three New York Stock Exchange trading days after the
date of execution of the notice of guaranteed delivery the
certificates for all physically tendered old notes, in proper
form for transfer, or a book-entry confirmation, and any other
documents required by the letter of transmittal will be deposited
by the eligible institution with the exchange agent; and

(3) the certificates for all physically tendered old notes, in proper
form for transfer, or a book-entry confirmation and all other
documents required by the letter of transmittal, are received by
the exchange agent within three New York Stock Exchange trading
days after the date of signing the notice of guaranteed delivery.

ACCEPTANCE OF OLD NOTES FOR EXCHANGE; DELIVERY OF NEW NOTES

Upon satisfaction or waiver of all of the conditions to the exchange
offer, we will accept, promptly after the expiration date, all old notes
properly tendered and will then promptly issue the new notes. For purposes
of the exchange offer, we will be deemed to have accepted properly tendered
old notes for exchange when, as and if we have given either oral or written
notice to the exchange agent. Oral notices will promptly be confirmed in
writing. Holders whose old notes are accepted for exchange will be deemed
to have waived the right to receive any accrued but unpaid interest on the
old notes.

In all cases, the issuance of new notes for old notes that are accepted
for exchange pursuant to the exchange offer will be made only after timely
receipt by the exchange agent of certificates for the old notes or a timely
book-entry confirmation of the old notes into the exchange agent's account
at DTC, a completed and signed letter of transmittal, or an agent's
message, and all other required documents. If any tendered old notes are
not accepted, or if old notes are submitted for a greater amount than the
holder desires to exchange, the unaccepted or non-exchanged old notes will
be returned without expense to the tendering holder as promptly as
practicable after the exchange offer expires or terminates. In the case of
old notes tendered by book-entry procedures described above, the non-
exchanged old notes will be credited to an account maintained with DTC
designated by the tendering holder as promptly as practicable after the
exchange offer expires or terminates.

CONDITIONS OF THE EXCHANGE OFFER

Notwithstanding any other term of the exchange offer, we will not be
required to accept for exchange, or to issue new notes in exchange for, any
old notes. We may terminate or amend the exchange offer prior to the
expiration date if any of the conditions to the exchange offer are not met,
and all conditions must be satisfied or waived by us prior to the expiration
of the offer in order for us to complete the offer. These conditions
include that the exchange offer, or the making of any exchange by a holder
of old notes, does not violate applicable law or any applicable
interpretation of the staff of the Commission. The conditions also include
that none of the following has occurred which in our judgment would
reasonably be expected to impair our ability to proceed with the exchange
offer:

(1) institution or threat of an action or proceeding in any court or by
or before any governmental agency or body with respect to the
exchange offer;

(2) adoption or enactment of any law, statute, rule or regulation;

(3) declaration of a banking moratorium by United States federal or New
York State authorities; or

(4) suspension of trading on the New York Stock Exchange or generally
in the United States over-the-counter market by order of the
Commission or any other governmental authority.

In addition, we may impose such other conditions as may be reasonably
acceptable to the initial purchasers of the old notes. We will give written
notice of any termination to the holders of the old notes as promptly as
practicable.

WITHDRAWAL RIGHTS

Tenders of old notes may be withdrawn at any time prior to the
expiration date. For a withdrawal to be effective, a written notice of
withdrawal must be received by the exchange agent at the address set forth
below under "--Exchange Agent." Any notice of withdrawal must specify the
name of the person who tendered the old notes to be withdrawn, identify the
old notes to be withdrawn, including the amount of the old notes, and
specify the name in which the old notes are registered, if different from
that of the withdrawing holder. If certificates for old notes have been
delivered or otherwise identified to the exchange agent, then, prior to the
release of the certificates the withdrawing holder must also submit the
serial numbers of the particular certificates to be withdrawn and a signed
notice of withdrawal with signatures guaranteed by an eligible institution
unless the holder is an eligible institution.

If old notes have been tendered pursuant to the procedure for
book-entry transfer described above, any notice of withdrawal must specify
the name and number of the account at DTC to be credited with the withdrawn
old notes and otherwise comply with the procedures of DTC.

We will determine all questions as to the validity, form and
eligibility of the notices, and our determination will be final and binding
on all parties. Any old notes so withdrawn will be deemed not to have been
validly tendered for exchange for purposes of the exchange offer. Any old
notes that have been tendered for exchange but that are not exchanged for
any reason will be returned to the holder without cost to the holder as
soon as practicable after withdrawal, rejection of tender or termination of
the exchange offer. In the case of old notes tendered by book-entry
transfer into the exchange agent's account at DTC pursuant to the
book-entry transfer procedures described above, the old notes will be
credited to an account with DTC specified by the holder as soon as
practicable after withdrawal, rejection of tender or termination of the
exchange offer. Properly withdrawn old notes may be re-tendered by
following one of the procedures for tendering old notes as previously
described at any time on or before the expiration date.

EXCHANGE AGENT

State Street Bank and Trust Company has been appointed as the exchange
agent for the exchange offer. All signed letters of transmittal should be
directed to the exchange agent at the address set forth below. Questions
and requests for assistance, requests for additional copies of this
prospectus or of the letter of transmittal and requests for notices of
guaranteed delivery should be directed to the exchange agent addressed as
follows:

State Street Bank and Trust Company, Exchange Agent
2 Avenue de Lafayette, Sixth Floor
Boston, Massachusetts 02111
Telecopier No.: (617) 662-1452
Attention: MacKenzie Elijah, Corporate Actions

Delivery of a letter of transmittal to an address other than as set
forth above or transmission of instructions via facsimile other than as set
forth above does not constitute a valid delivery of the letter of
transmittal.

FEES AND EXPENSES

We will pay the cash expenses we will incur in connection with the
exchange offer. Also, in connection with the registration statement for the
new notes, we will reimburse the holders for the reasonable fees and
disbursements of not more than one counsel, who shall be chosen by the
holders

of a majority in principal amount of the old notes for whose benefit the
registration statement has been prepared.

ACCOUNTING TREATMENT

For accounting purposes, we will recognize no gain or loss as a result
of the exchange offer. The expenses of the exchange offer will be amortized
over the term of the new notes.

TRANSFER TAXES

Holders who tender their old notes for exchange will not be required to
pay any transfer taxes, except that holders who instruct Mail-Well I
Corporation to register new notes in the name of, or request that old notes
not tendered or not accepted in the exchange offer be returned to, a person
other than the registered tendering holder, will be responsible for paying
any applicable transfer tax.

REGULATORY MATTERS

We are not aware of any governmental or regulatory approvals that are
required in order to complete the exchange offer.

CONSEQUENCES OF FAILURE TO EXCHANGE

Participation in the exchange offer is voluntary. Holders of the old
notes are urged to consult their financial and tax advisors in making their
own decisions on what action to take. See "Material Federal Income Tax
Considerations."

The old notes that are not exchanged for the new notes in the exchange
offer will remain restricted securities. Accordingly, those old notes may
only be transferred:

(1) to Mail-Well I Corporation or any of its subsidiaries,

(2) to a person whom the seller reasonably believes is a qualified
institutional buyer purchasing for its own account or for the
account of a qualified institutional buyer in a transaction meeting
the requirements of Rule 144A,

(3) in an offshore transaction meeting the requirements of Rule 903 or
Rule 904 under the Securities Act,

(4) in a transaction meeting the requirements of Rule 144 under the
Securities Act,

(5) in accordance with another exemption from the registration
requirements of the Securities Act, and based upon an opinion of
counsel acceptable to Mail-Well I Corporation, or

(6) pursuant to an effective registration statement,

and, in each case, in accordance with the applicable securities laws of any
state of the United States or any other applicable jurisdiction.

DESCRIPTION OF THE NEW NOTES

Mail-Well I Corporation will issue the new notes under an indenture
dated March 13, 2002, among itself, the guarantors and State Street Bank
and Trust Company, as trustee. The terms of the new notes include those
stated in the indenture and those made part of the indenture by reference
to the Trust Indenture Act.

The following description is a summary of the material provisions of
the indenture for the old notes and the new notes. It does not restate
those provisions in their entirety. You may obtain a copy of the indenture
from us; the indenture has also been filed as an exhibit to the
registration statement of which this prospectus is a part.

BRIEF DESCRIPTION OF THE NEW NOTES AND THE GUARANTEES

THE NEW NOTES

The new notes:

* are identical to the old notes in all material respects, including
the guarantees on the new notes, except that the new notes are
registered under the federal securities laws and will not contain any
legends restricting their transfer;

* are general unsecured obligations of Mail-Well I Corporation;

* are not secured by any of our assets and will be effectively
subordinated to any of our secured obligations to the extent of the
value of the assets securing such obligations, including obligations
under our credit facilities;

* are pari passu in right of payment to all of our other existing and
future unsecured and unsubordinated obligations;

* are senior in right of payment to our existing and future
subordinated indebtedness, including Mail-Well I Corporation's 8 3/4%
Senior Subordinated new notes, Mail-Well, Inc's 5% Convertible
Subordinated new notes, and any obligations of the guarantors with
respect thereto; and

* are unconditionally guaranteed by the guarantors.

THE GUARANTEES

The new notes are unconditionally guaranteed on an unsecured basis,
jointly and severally, by Mail-Well, Inc. and certain of the current
subsidiaries of Mail-Well I Corporation that were formed under the laws of
a state of the United States (including the District of Columbia) and have
their principal place of business within the United States. The following
is a list of the subsidiary guarantors as of the date of this prospectus:

ABP Books, Inc.
Discount Labels, Inc.
Hill Graphics, Inc.
Mail-Well Commercial Printing, Inc.
Mail-Well Mexico Holdings, Inc.
Mail-Well Services, Inc.
Mail-Well Texas Finance LP
Mail-Well West, Inc.
National Graphics Company
Poser Business Forms, Inc.
Wisco III, L.L.C.

The new notes will be guaranteed by each new subsidiary of Mail-Well I
Corporation or Mail-Well, Inc., other than any special purpose financing
vehicle, that:

* has not been designated as an unrestricted subsidiary by Mail-Well I
Corporation's board of directors under the indenture,

* is or becomes a "significant subsidiary," as defined in Article 1,
Rule 1-02 of Regulation S-X under the Securities Act of 1933, of
Mail-Well I Corporation or Mail-Well, Inc., as applicable,

* is formed under the laws of the state of the United States or the
District of Columbia, and

* has its principal place of business within the United States.

The guarantees of the new notes:

* are general unsecured obligations of each guarantor;

* are not secured by any assets of any of the guarantors and will be
effectively subordinated to any secured obligations of the guarantors
to the extent of the value of the assets securing such obligations,
including obligations of the subsidiaries under our credit
facilities;

* are pari passu in right of payment to all other existing and future
unsecured and unsubordinated obligations of each guarantor; and

* are senior in right of payment to any existing and future
subordinated indebtedness of each guarantor including guarantees of
the obligations under Mail-Well I Corporation's 8 3/4% Senior
Subordinated new notes.

As of December 31, 2001, and after adjustment for the application of
the net proceeds from the sale of the old notes, we would have had total
secured indebtedness of approximately $187 million, with an additional $150
million (less any outstanding letters of credit) available under our senior
credit facility. As indicated above, payments on the new notes and under
the guarantees will be effectively subordinated to the payment of the
secured indebtedness to the extent of the value of any assets securing such
secured indebtedness. The indenture permits us to incur additional secured
indebtedness under certain circumstances.

Not all of our subsidiaries will guarantee the new notes. In the event
of a bankruptcy, liquidation or reorganization of any of these
non-guarantor subsidiaries, these non-guarantor subsidiaries will pay the
holders of their debt and their trade creditors before they will be able to
distribute any of their assets to us. The subsidiary guarantors generated
approximately 69% of our consolidated revenues in the year period ended
December 31, 2001 and held approximately 61% of our consolidated assets as
of December 31, 2001. In addition, following their sale the subsidiary
guarantors that are held for sale will be released from their guarantees
upon their sale or other disposition, provided that we comply with the
conditions to release set forth in "Note Guarantees; Restrictions on
Mail-Well, Inc. and Subsidiaries" on page 62. These subsidiaries generated
approximately 22% of our consolidated revenues in the year ended December
31, 2001 and held approximately 17% of our consolidated assets as of
December 31, 2001.

PRINCIPAL, MATURITY AND INTEREST

We will issue new notes with an aggregate principal balance of $350
million in exchange for old notes, which have an aggregate outstanding
principal amount of $350 million. We will issue the new notes in
denominations of $1,000 and integral multiples of $1,000. The new notes will
mature on March 15, 2012. Subject to our compliance with the covenant
described under the caption "--Certain Covenants--Incurrence of
Indebtedness" on page 67, we may, without the consent of the holders, issue
more notes under the indenture on the same terms and conditions and with the
same CUSIP numbers (a unique nine-character security identification number)
as the new notes, in an unlimited principal amount. Any such additional notes
that are actually issued will be treated as issued and outstanding

new notes for all purposes of the indenture and this "Description of the New
Notes" unless the context indicates otherwise.

Interest on the new notes will accrue at the rate of 9 5/8% per annum
and will be payable semiannually in arrears on March 15 and September 15
commencing on September 15, 2002. We will make each interest payment to the
holders of record of the new notes on the immediately preceding March 1 and
September 1.

Interest on the new notes will accrue from the date the old notes were
issued or, if interest has already been paid on the old notes, from the
date it was most recently paid. Interest will be computed on the basis of a
360-day year comprised of twelve 30-day months.

NOTE GUARANTEES; RESTRICTIONS ON MAIL-WELL, INC. AND SUBSIDIARIES

The guarantors will jointly and severally guarantee the obligations of
Mail-Well I Corporation under the new notes. Each guarantee will be
effectively subordinated to the prior payment in full of all secured
indebtedness of that guarantor to the extent of the value of any assets
securing such obligations. Each guarantee will be pari passu with all
unsecured and unsubordinated obligations of that guarantor and to the
guarantees of that guarantor of our future unsecured and unsubordinated
obligations.

The guarantees will rank at least on a parity with claims of all
unsecured creditors (including unsecured trade creditors and tort
claimants) of the respective guarantors. The obligations of each guarantor
under its guarantee will be limited as necessary to prevent that guarantee
from constituting a fraudulent conveyance under applicable law.

Except in a transaction as a result of which a subsidiary guarantor
would be released from its guarantee as provided in the indenture and
described below, no guarantor may sell or otherwise dispose of all or
substantially all of its assets, or consolidate with or merge with or into
(whether or not such guarantor is the surviving person), another person
(other than Mail-Well I Corporation or a subsidiary guarantor) unless:

(1) either: (a) such guarantor is the surviving corporation; or (b) the
person formed by or surviving any such consolidation or merger (if
other than such guarantor) 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 or the
jurisdiction in which such guarantor is organized and under the
laws of which it is existing;

(2) the person formed by or surviving any such consolidation or merger
(if other than such guarantor), or the person to which such sale,
assignment, transfer, conveyance or other disposition shall have
been made assumes all the obligations of such guarantor under the
guarantees and the indenture, as applicable, pursuant to agreements
reasonably satisfactory to the trustee;

(3) immediately after such transaction no default or event of default
exists under the indenture; and

(4) such guarantor or the person formed by or surviving any such
consolidation or merger (if other than such guarantor) will have
consolidated net worth immediately after the transaction equal to
or greater than the consolidated net worth of such guarantor
immediately preceding the transaction.

The guarantee of a subsidiary guarantor will be released:

(1) in connection with any sale or other disposition of all or
substantially all of the assets of that subsidiary guarantor
(including by way of merger or consolidation), if we apply the net

proceeds of that sale or other disposition in accordance with the
applicable provisions of the indenture; or

(2) in connection with any sale of all of the capital stock of a
subsidiary guarantor, if we apply the net proceeds of that sale in
accordance with the applicable provisions of the indenture.

See "Repurchase at the Option of Holders--Asset Sales" on page 64.

OPTIONAL REDEMPTION

The new notes will not be redeemable at our option prior to March 15,
2007.

After March 15, 2007, we may redeem all or a part of the new notes
(which includes additional notes, if any) 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 thereon,
if any, to the applicable redemption date, if redeemed during the
twelve-month period beginning on March 15 of the years indicated below:

YEAR PERCENTAGE
---- ----------

2007................................ 104.813%
2008................................ 103.208%
2009................................ 101.604%
2010 and thereafter................. 100.000%

In addition, prior to March 15, 2005, we may at our option on any one
or more occasions redeem new notes (including additional notes, if any) in
an aggregate principal amount not to exceed 35% of the aggregate principal
amount of the new notes (including additional notes, if any) originally
issued at a redemption price of 109.625% of the principal amount thereof,
plus accrued and unpaid interest thereon, if any, to the redemption date,
with the net cash proceeds of one or more equity offerings; provided that:

(1) at least 65% of such aggregate principal amount of new notes
(including additional notes, if any) originally issued remains
outstanding immediately after the occurrence of such redemption
(other than new notes held directly or indirectly by us and our
affiliates); and

(2) each such redemption must occur within 90 days of the date of the
closing of such equity offering.

REPURCHASE AT THE OPTION OF HOLDERS

CHANGE OF CONTROL

If a change of control under the indenture occurs, each holder of new
notes will have the right to require us to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of that holder's notes
pursuant to the offer described below. In a change of control offer,
Mail-Well I Corporation will offer a change of control payment in cash
equal to 101% of the aggregate principal amount of new notes repurchased
plus accrued and unpaid interest thereon, if any, to the date of purchase.
Within 30 days following any change of control, we will mail a notice to
each holder describing the transaction or transactions that constitute the
change of control and offering to repurchase new notes on the date
specified in such notice, pursuant to the procedures required by the
indenture and described in such notice. We will comply with the
requirements of Rule 14e-l under the Securities Exchange Act of 1934 and
any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable in connection with the repurchase of
the new notes as a result of a change of control. To the extent the
provisions of any securities laws are inconsistent with the
terms of the indenture, we will not be deemed to have breached this
covenant by complying with such laws.

On the change of control payment Date, we will, to the extent lawful:

(1) accept for payment all new 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 new notes or portions thereof so
tendered; and

(3) deliver or cause to be delivered to the trustee the new notes so
accepted together with an officers' certificate stating the
aggregate principal amount of new notes or portions thereof that we
are purchasing.

The paying agent will promptly mail to each holder of new notes so
tendered the change of control payment for such new 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 new notes surrendered, if any; provided that
each such new note will be in a principal amount of $1,000 or an integral
multiple thereof. We 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 provisions described above that require us to make a change of
control offer following a change of control will be applicable regardless
of whether or not 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 new
notes to require that we repurchase or redeem the new notes in the event of
a takeover, recapitalization or similar transaction.

We 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
Mail-Well I Corporation and purchases all new notes validly tendered and
not withdrawn under such change of control offer.

The definition of change of control includes a phrase relating to the
sale, lease, transfer, conveyance or other disposition of "all or
substantially all" of the assets of Mail-Well I Corporation and its
subsidiaries taken as a whole. Although there is a limited body of case law
interpreting the phrase "substantially all," there is no precise
established definition of the phrase under applicable law. Accordingly, the
ability of a holder of new notes to require us to repurchase such new notes
as a result of a sale, lease, transfer, conveyance or other disposition of
less than all of the assets of Mail-Well I Corporation and its subsidiaries
taken as a whole to another person or group may be uncertain.

ASSET SALES

We will not, and will not permit any of our restricted subsidiaries to,
consummate an asset sale unless:

(1) We, or our restricted subsidiary, as the case may be, receive
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 by our board of directors and
evidenced by a resolution of the board of directors set forth in an
officers' certificate delivered to the trustee; and

(3) at least 80% of the net proceeds received by us or our restricted
subsidiary is in the form of cash. For purposes of this provision,
each of the following shall be deemed to be cash:

* any liabilities as shown on the most recent balance sheet of
us or our restricted subsidiary, (other than contingent
liabilities and liabilities that are by their terms subordinated
to the new notes or any guarantee) that are assumed by the
transferee of any such assets pursuant to a customary novation
agreement that releases us or our restricted subsidiary from
further liability; and

* any securities, new notes or other obligations received by us
or any of our restricted subsidiaries from such transferee that
we contemporaneously (subject to ordinary settlement periods)
convert into cash (to the extent of the cash received in that
conversion).

Within 360 days after the receipt of any net proceeds from an asset
sale, we must apply such net proceeds:

(1) to be reinvested in our business;

(2) to the extent that the net proceeds relate to a disposition of
assets or stock of a restricted subsidiary that is not formed under
the laws of a state of the United States, including the District of
Columbia, or which does not have its principal place of business
within the United States, to repay or retire indebtedness under
credit facilities; or

(3) to make an offer to purchase the new notes at 100% of principal
amount, plus accrued and unpaid interest, if any, and if
applicable, to make an offer to the holders of other indebtedness
that ranks pari passu with the new notes and that by its terms
requires us to make an offer to purchase such other debt upon
consummation of an asset sale, to purchase such other debt on a pro
rata basis with the new notes.

SELECTION AND NOTICE

If less than all of the new notes are to be redeemed at any time, the
trustee will select new notes for redemption on a pro rata basis, by lot or
by such method as the trustee shall deem fair and appropriate.

No new notes of $1,000 or less shall be redeemed in part. Notices of
redemption shall be mailed by first class mail at least 30 but not more
than 60 days before the redemption date to each holder of new 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 shall state the portion of the principal amount
thereof to be redeemed. A 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 new notes or portions of them called for
redemption.

CERTAIN COVENANTS

RESTRICTED PAYMENTS

We will not, directly or indirectly, make any of the following
restricted payments:

(1) declare or pay any dividend or make any other payment or
distribution on account of Mail-Well I Corporation's or any of its
restricted subsidiaries' equity interests (including, without
limitation, any payment in connection with any merger or
consolidation involving Mail-Well I Corporation or any of its
restricted subsidiaries) or to the direct or indirect holders of
Mail-Well I Corporation's or any of its restricted subsidiaries'
equity interests in their capacity as such (other than dividends or
distributions payable in equity interests of Mail-Well I
Corporation or to Mail-Well I Corporation or one of its restricted
subsidiaries);

(2) purchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or
consolidation involving us) any of our equity interests (other than
any such equity interests owned by Mail-Well I Corporation or any
of its restricted subsidiaries);

(3) make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value any indebtedness
that is pari passu with or subordinated to the new notes

or the guarantees (other than the new notes or the guarantees),
except a payment of interest or principal at the stated maturity
thereof; or

(4) make any restricted investment,

unless, at the time of and after giving effect to such restricted
payment:

(1) no default or event of default under the indenture shall have
occurred and be continuing or would occur as a consequence thereof;
and

(2) 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, we would have been
permitted to incur at least $1.00 of additional indebtedness
pursuant to the fixed charge ratio test set forth in the first
paragraph of the covenant described under the caption "--Incurrence
of Indebtedness" on page 67; and

(3) such restricted payment, together with the aggregate amount of all
other restricted payments we made or make after December 31, 2001
(excluding restricted payments permitted by clauses (3), (5), (7),
(8) and (9) of the next succeeding paragraph), is less than the
sum, without duplication, of

* 50% of our consolidated net income (or, in each case such
consolidated net income is a deficit, minus 100% of such
deficit) since December 31, 2001, plus

* the aggregate net cash proceeds we receive after December 31,
2001 from the sale of equity interests or any indebtedness that
is convertible into capital stock and has been so converted,
plus

* the aggregate cash received by Mail-Well I Corporation as
capital contributions after December 31, 2001, plus

* $25 million.

So long as no default under the indenture 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;

(2) the repurchase, redemption, defeasance, retirement or other
acquisition of any pari passu or subordinated indebtedness of
Mail-Well I Corporation or any guarantor or of any equity interests
of Mail-Well I Corporation or any restricted subsidiary in exchange
for, or out of the net cash proceeds of the substantially
concurrent sale (other than to a subsidiary of Mail-Well I
Corporation) of, equity interests of Mail-Well I Corporation;

(3) the redemption, repurchase, defeasance, retirement or other
acquisition of pari passu or subordinated indebtedness of Mail-Well
I Corporation or any guarantor with the net cash proceeds from an
incurrence of permitted refinancing indebtedness;

(4) the payment of any dividend by any of our restricted subsidiaries
to the holders of its common equity interests on a pro rata basis;

(5) the repurchase, redemption or other acquisition or retirement for
value of any equity interests of Mail-Well I Corporation or any
restricted subsidiary of Mail-Well I Corporation held by any member
of Mail-Well I Corporation's (or any of its subsidiaries')
management pursuant to any management equity subscription agreement
or stock option agreement in effect as of the date of the
indenture; provided that the aggregate price paid for all such
repurchased, redeemed, acquired or retired equity interests shall
not exceed $1 million in any twelve-month period;

(6) the making of any restricted investment, directly or indirectly,
out of the net cash proceeds of substantially concurrent sales
(other than to a subsidiary) of equity interests of Mail-Well I
Corporation;

(7) the repurchase, redemption, retirement or other acquisition of
equity interests of Mail-Well I Corporation or any restricted
subsidiary issued, or indebtedness incurred, by Mail-Well I
Corporation or any restricted subsidiary in connection with the
acquisition of any person or any assets to the former owners of
such person or assets;

(8) the redemption, repurchase, defeasance, retirement or other
acquisition of Mail-Well, Inc.'s 5% Convertible Subordinated new
notes, and the payment of a demand note issued by Mail-Well I
Corporation to Mail-Well, Inc. in connection with the new notes, in
an aggregate amount not to exceed $140 million of principal, plus
accrued interest thereon; and

(9) permitted payments to Mail-Well, Inc. under the indenture.

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 by Mail-Well I Corporation
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 by the board
of directors whose resolution with respect thereto shall be delivered to
the trustee. The board of directors' determination must be based upon an
opinion or appraisal issued by an accounting, appraisal or investment
banking firm of national standing if the fair market value exceeds $10
million. Not later than the date of mailing any restricted payment, we will
deliver to the trustee an officers' certificate stating that such
restricted payment is permitted and setting forth the basis upon which the
calculations required by this "restricted payments" covenant were computed,
together with a copy of any fairness opinion or appraisal required by the
indenture.

INCURRENCE OF INDEBTEDNESS

Mail-Well I Corporation 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 any indebtedness, including
acquired debt); provided, however, that Mail-Well I Corporation and any
restricted subsidiary may incur indebtedness (including acquired debt), if
the fixed charge coverage ratio for Mail-Well I Corporation'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 to 1, 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 Mail-Well I Corporation and any restricted
subsidiary of indebtedness under credit facilities (including
amounts outstanding on the date we sold the old notes); provided
that the aggregate principal amount of all indebtedness under such
credit facilities (including all permitted refinancing indebtedness
incurred to refund, refinance or replace any indebtedness incurred
pursuant to this clause (1)) permitted by this clause (1) does not
exceed an amount equal to $375 million, less any repayments
actually made thereunder with the net proceeds of asset sales in
accordance with clause (2) of the second paragraph of the covenant
described under "Repurchase at the Option of the Holders--Asset
Sales" on page 64;

(2) the incurrence by Mail-Well I Corporation and its subsidiaries of
existing indebtedness (excluding amounts outstanding under credit
facilities on the date we sold the old notes);

(3) the incurrence by Mail-Well I Corporation and the subsidiary
guarantors of indebtedness represented by the new notes and the
guarantees issued on the date we sold the old notes;

(4) the incurrence by Mail-Well I Corporation or any of its restricted
subsidiaries of indebtedness represented by capital lease
obligations, mortgage financings or purchase money obligations, in
each case, incurred for the purpose of financing all or any part of
the purchase price or cost of construction or improvement of
property, plant or equipment used in the business of Mail-Well I
Corporation or such restricted subsidiary, in an aggregate
principal amount (including all permitted refinancing indebtedness
incurred to refund, refinance or replace any

indebtedness incurred pursuant to this clause (4)) not to exceed
$50 million at any time outstanding;

(5) the incurrence by Mail-Well I Corporation or any of its restricted
subsidiaries of permitted refinancing indebtedness in exchange for,
or the net proceeds of which are 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 clause (1), (2), (3), (4) or (9) of
this paragraph;

(6) the incurrence by Mail-Well I Corporation or any of its restricted
subsidiaries of intercompany indebtedness between or among
Mail-Well I Corporation and any of its wholly owned restricted
subsidiaries; provided, however, that:

* indebtedness is owed to or held by a restricted subsidiary that
is not a subsidiary guarantor, such indebtedness must be
expressly subordinated to the prior payment in full in cash of
all obligations with respect to the new notes, in the case of
Mail-Well I Corporation, or the guarantee of such subsidiary
guarantor, in the case of a subsidiary guarantor, and

* (i) any subsequent issuance or transfer of equity interests
that results in any such indebtedness being held by a person
other than Mail-Well I Corporation or a wholly owned restricted
subsidiary thereof and (ii) any sale or other transfer of any
such indebtedness to a person that is not either Mail-Well I
Corporation or a wholly owned restricted if Mail-Well I
Corporation or any subsidiary guarantor is the obligor on such
indebtedness and such subsidiary thereof, shall be deemed, in
each case, to constitute an incurrence of such indebtedness by
Mail-Well I Corporation or such restricted subsidiary, as the
case may be, that was not permitted by this clause (6);

(7) the incurrence by Mail-Well I Corporation or any of its restricted
subsidiaries of hedging obligations that are incurred for the
purpose of fixing or hedging interest rate risk with respect to any
floating rate indebtedness that is permitted by the terms of this
indenture to be outstanding;

(8) the guarantee by Mail-Well I Corporation or any of its restricted
subsidiaries of indebtedness of Mail-Well I Corporation or a
restricted subsidiary of Mail-Well I Corporation that was permitted
to be incurred by another provision of this covenant;

(9) the incurrence by Mail-Well I Corporation or any of its restricted
subsidiaries of additional indebtedness in an aggregate principal
amount (or accrued 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 (9), not to exceed $50 million;

(10) the incurrence by Mail-Well I Corporation's unrestricted
subsidiaries of non-recourse debt; provided, however, that if any
such indebtedness ceases to be non-recourse debt of an
unrestricted subsidiary, such event shall be deemed to constitute
an incurrence of indebtedness by a restricted subsidiary of
Mail-Well I Corporation that was not permitted by this clause
(10);

(11) the incurrence by Mail-Well I Corporation or any of its restricted
subsidiaries of indebtedness in respect of judgment, appeal,
surety, performance and other like bonds, bankers acceptances
and letters of credit provided by Mail-Well I Corporation and its
subsidiaries in the ordinary course of business (including any
indebtedness incurred to refinance, retire, renew, defease, refund
or otherwise replace any indebtedness referred to in this clause
(11)); and

(12) indebtedness incurred by Mail-Well I Corporation or any of its
subsidiaries arising from agreements or their respective bylaws
providing for indemnification, adjustment of purchase price or
similar obligations, or from guarantees of letters of credit,
surety bonds or performance bonds securing the performance of
Mail-Well I Corporation or any of its

subsidiaries to any person acquiring all or a portion of such
business or assets of a subsidiary of Mail-Well I Corporation.

For purposes of determining compliance with this incurrence of
indebtedness covenant, in the event that an item of proposed indebtedness
meets the criteria of more than one of the categories of permitted debt
described in clauses (1) through (12) above, or is entitled to be incurred
pursuant to the first paragraph of this covenant, we will be permitted to
classify such item of indebtedness on the date of its incurrence in any
manner that complies with this covenant.

LIENS

Mail-Well I Corporation will not, and will not permit any of its
restricted subsidiaries to, directly or indirectly, create, incur, assume
or suffer to own any lien of any kind securing indebtedness, attributable
debt or trade payables on any asset now owned or hereafter acquired, except
permitted liens under the indenture.

DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES

Mail-Well I Corporation will not permit any of its restricted
subsidiaries to, directly or indirectly, create or permit to exist or
become effective any encumbrance or restriction on the ability of any
restricted subsidiary to pay dividends or make any other distributions or
pay indebtedness to Mail-Well I Corporation or any of Mail-Well I
Corporation's restricted subsidiaries, or with respect to any other
interest or participation in, or measured by, its profits, or pay any
indebtedness owed to Mail-Well I Corporation or any of Mail-Well I
Corporation's restricted subsidiaries.

MERGER, CONSOLIDATION, OR SALE OF ASSETS

Mail-Well I Corporation may not, directly or indirectly: (1)
consolidate or merge with or into another person (whether or not Mail-Well
I Corporation is the surviving corporation); or (2) sell, assign, transfer,
convey or otherwise dispose of all or substantially all of its properties
or assets, in one or more related transactions, to another person; unless:

(1) either: (a) Mail-Well I Corporation is the surviving corporation;
or (b) the person formed by or surviving any such consolidation or
merger (if other than Mail-Well I Corporation) 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 person formed by or surviving any such consolidation or merger
(if other than Mail-Well I Corporation) or the person to which such
sale, assignment, transfer, conveyance or other disposition shall
have been made, expressly assumes all the obligations of Mail-Well
I Corporation under the new notes and the indenture pursuant to
agreements reasonably satisfactory to the trustee;

(3) immediately after such transaction no default or event of default
exists under the indenture; and

(4) Mail-Well I Corporation or the person formed by or surviving any
such consolidation or merger (if other than Mail-Well I
Corporation):

(1) will have consolidated net worth immediately after the
transaction equal to or greater than our consolidated net worth
immediately preceding the transaction; and

(2) will, on the date of such transaction after giving pro forma
effect thereto and any related financing transactions as if the
same had occurred at the beginning of the applicable four-
quarter period, be 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 under the caption "Incurrence of Indebtedness" on
page 67.

In addition, we may not, directly or indirectly, lease all or substantially
all of its properties or assets, in one or more related transactions, to
any other person. This "Merger, Consolidation, or Sale of Assets" covenant
will not apply to a sale, assignment, transfer, conveyance or other
disposition of assets between or among Mail-Well I Corporation and any of
its wholly owned subsidiaries. For the avoidance of doubt, this covenant
also will not apply to sales of the assets or stocks of subsidiaries
Mail-Well I Corporation currently is holding for sale as part of its
strategic plan.

TRANSACTIONS WITH AFFILIATES

Mail-Well I Corporation 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, unless:

(1) such affiliate transaction with an affiliate is on terms that are
no less favorable to Mail-Well I Corporation or the relevant
restricted subsidiary than those that would have been obtained in a
comparable transaction by Mail-Well I Corporation or such
restricted subsidiary with an unrelated person; and

(2) we deliver to the trustee:

* with respect to any affiliate transaction or series of related
affiliate transactions involving aggregate consideration in
excess of $1 million, a resolution of the board of directors
set forth in the 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; and

* with respect to any affiliate transaction or series of related
affiliate transactions involving aggregate consideration in
excess of $10 million, an opinion as to the fairness to the
holders of such affiliate transaction from a financial point of
view issued by an accounting, appraisal or investment banking
firm of national standing.

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) any employment agreement entered into by Mail-Well I Corporation or
any of its restricted subsidiaries in the ordinary course of
business and consistent with the past practice of Mail-Well I
Corporation or such restricted subsidiary;

(2) indemnification agreements permitted by law entered into by
Mail-Well I Corporation or any of its restricted subsidiaries with
any of its affiliates who are directors, employees or agents of
Mail-Well I Corporation or any of its restricted subsidiaries;

(3) transactions between or among Mail-Well I Corporation and/or its
restricted subsidiaries;

(4) payment of reasonable directors fees to persons who are not
otherwise our affiliates; and

(5) restricted payments that are permitted by the provisions of the
indenture described under the caption "--Restricted Payments" on
page 65.

ADDITIONAL SUBSIDIARY GUARANTEES

If after the date we sold the old notes Mail-Well I Corporation or any
restricted subsidiary of Mail-Well I Corporation acquires or creates
another restricted subsidiary (other than a special purpose financing
vehicle) and such restricted subsidiary is formed under the laws of a state
of the United States (including the District of Columbia) and has its
principal place of business within the United States, then at such time as
such restricted subsidiary first becomes a significant subsidiary of
Mail-Well I Corporation, that newly acquired or created restricted
subsidiary must become a guarantor and execute a supplemental indenture
satisfactory to the trustee and deliver an opinion of counsel to the
trustee within 10 business days of the date on which it was acquired or
created.

DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES

As of the date we sold the old notes all of the subsidiaries of
Mail-Well I Corporation will be restricted subsidiaries. The board of
directors may designate any subsidiary to be an unrestricted subsidiary if
that designation would not cause a default under the indenture. If a
subsidiary is designated as an unrestricted subsidiary, all outstanding
Investments owned by Mail-Well I Corporation and its subsidiaries in the
subsidiary so designated will be deemed to be an Investment made as of the
time of such designation and will reduce the amount available for
restricted payments under the first paragraph of the covenant described
under the caption "--Restricted Payments" on page 65 or permitted
Investments, as applicable. All such outstanding Investments will be valued
at their fair market value at the time of such designation. In addition,
such designation will only be permitted if such restricted payment would be
permitted at that time and if such subsidiary otherwise meets the
definition of an unrestricted subsidiary. The board of directors may
redesignate any unrestricted subsidiary to be a restricted subsidiary if
the redesignation would not cause a default under the indenture.

LIMITATIONS ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS

Mail-Well I Corporation will not permit any of its restricted
subsidiaries that is not a guarantor of the new notes, directly or
indirectly, to guarantee or pledge any assets to secure the payment of any
other indebtedness of Mail-Well I Corporation or Mail-Well, Inc. unless
such restricted subsidiary simultaneously executes and delivers a
supplemental indenture providing for the guarantee of the payment of the
new notes by such restricted subsidiary to the same extent as such
guarantee of such other indebtedness, which guarantee shall be senior to or
pari passu with such restricted subsidiary's guarantee of or pledge to
secure such other indebtedness.

Notwithstanding the provision described in the preceding paragraph, any
guarantee of the new notes will provide by its terms that it will be
automatically and unconditionally released and discharged under the
circumstances described under the caption "Note Guarantees; Restrictions on
Mail-Well, Inc. and Subsidiaries" on page 62. The form of the guarantee
will be attached as an exhibit to the indenture.

BUSINESS ACTIVITIES

Mail-Well I Corporation will not, and will not permit any restricted
subsidiary to, engage in any business other than permitted businesses under
the indenture.

ADVANCES TO SUBSIDIARIES

All advances to restricted subsidiaries that are not guarantors made by
Mail-Well I Corporation after the date of the indenture will be evidenced
by intercompany notes in favor of Mail-Well I Corporation. Each
intercompany note will be payable upon demand and will bear interest at the
same rate as the new notes. A form of intercompany note will be attached as
an exhibit to the indenture.

PAYMENTS FOR CONSENT

Mail-Well I Corporation will not, and will not permit any of its
subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any holder of new notes for or as an
inducement to any consent, waiver or amendment of any of the terms or
provisions of the indenture or the new notes unless such consideration is
offered to be paid and is paid to all holders of the new 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 Commission, so long as any new notes are
outstanding, Mail-Well I Corporation will furnish to the holders of new
notes, within the time periods specified in the Commission's rules and
regulations:

(1) all quarterly and annual financial information that would be
required to be contained in a filing with the Commission on Forms
10-Q and 10-K, if Mail-Well I Corporation 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 Mail-Well I Corporation's certified independent
accountants; and

(2) all current reports that would be required to be filed with the
Commission on Form 8-K if Mail-Well I Corporation were required to
file such reports.

The quarterly and annual financial information required by the
preceding paragraph shall include a reasonably detailed presentation,
either on the face of the financial statements or in the footnotes thereto,
or in Management's Discussion and Analysis of Financial Condition and
Results of Operations, of the financial condition and results of operations
of Mail-Well I Corporation and its subsidiary guarantors separate from the
financial condition and results of operations of the other subsidiaries of
Mail-Well I Corporation.

In addition, whether or not required by the Commission, Mail-Well I
Corporation will file a copy of all of the information and reports referred
to in clauses (1) and (2) above with the Commission for public availability
within the time periods specified in the Commission's rules and regulations
(unless the Commission will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request.

The foregoing reporting obligation may be satisfied by reports prepared
and filed by Mail-Well, Inc. on a consolidated basis under the requirements
of the Exchange Act.

REGISTRATION RIGHTS; LIQUIDATED DAMAGES

We entered into a registration rights agreement with the initial
purchasers of the old notes on March 13, 2002. In the registration rights
agreement, we agreed, among other things, to file with the Commission the
registration statement of which this prospectus is a part.

If any of the following occurs:

(1) because of any change in law or applicable interpretations of the
staff of the Commission we are not permitted to effect this
exchange offer;

(2) for any other reason this exchange offer is not consummated within
210 days of the date on which we sold the old notes;

(3) any initial purchaser so requests with respect to old notes not
eligible to be exchanged for new notes in the exchange offer by it
following consummation of the exchange offer; or

(4) any holder (other than certain dealers) is not eligible to
participate in the exchange offer or in the case of any holder
(other than certain dealers) that participates in the exchange
offer, such holder does not receive freely tradeable new notes on
the date of the exchange and any such holder so requests,

then we will, at our cost:

(1) promptly, but in no event later than 30 days after the date of the
request or other event giving rise to the obligation, file a shelf
registration statement covering resales of the old notes or the new
notes, as the case may be, from time to time and use reasonable
best efforts to cause the shelf registration statement to be
declared effective under the Securities Act no later than 90 days
after that date; and

(2) subject to certain customary exceptions, use our reasonable best
efforts to keep the shelf registration statement continuously
effective until all the notes covered by the shelf registration
statement

(a) have been sold pursuant thereto or

(b) are no longer restricted securities (as defined in Rule 144
under the Securities Act, or any successor rule thereof).

We will, in the event a shelf registration statement is filed, among
other things, provide to each holder for whom such shelf registration
statement was filed copies of the prospectus which is part of the shelf
registration statement, notify each such holder when the shelf registration
statement has become effective and take certain other actions as are
required to permit unrestricted resales of the old notes or the new notes,
as the case may be. A Holder selling such notes pursuant to the shelf
registration statement generally would be required to be named as a selling
security holder in the related prospectus and to deliver a prospectus to
purchasers, will be subject to certain of the civil liability provisions
under the Securities Act in connection with such sales and will be bound by
the provisions of the registration rights agreement which are applicable to
such holder (including certain indemnification obligations).

For the purposes of the registration rights agreement, "transfer
restricted securities" means each note until the earliest on the date of
which

(1) such note is exchanged in the exchange offer and entitled to be
resold to the public by the holder thereof without complying with
the prospectus delivery requirements of the Securities Act,

(2) such note has been disposed of in accordance with the shelf
registration statement,

(3) such note is disposed of by a broker-dealer pursuant to the "Plan
of Distribution" herein, or

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

The registration rights agreement provides that

(1) if the registration statement of which this prospectus is part is
not declared effective by the Commission on or prior to the 180th
day after the date that we sold the old notes,

(2) if this exchange offer is not consummated on or before the 30th
business day after such registration statement is declared
effective,

(3) if obligated to file the shelf registration statement with the
Commission and we fail to do so on or prior to the 30th business
day after such filing obligation arises,

(4) if obligated to file the shelf registration statement and the shelf
registration statement is not declared effective on or prior to the
90th day after the obligation to file the shelf registration
statement arises (but no earlier than 180 days after the date on
which we sold the old notes), or

(5) if the registration statement for the exchange offer or the shelf
registration statement, as the case may be, is declared effective
but thereafter ceases to be effective or useable in connection with
resales of the notes, for such time of non-effectiveness or
non-usability,

we agree to pay to each holder of notes affected thereby liquidated damages
in an amount equal to $0.05 per week per $1,000 in principal amount of
affected notes held by such holder for each week or portion thereof that
such registration default continues for the first 90-day period immediately
following the occurrence of the registration default. The amount of the
liquidated damages increases by an additional $0.05 per week per $1,000 in
principal amount of notes at the beginning of and for each subsequent
90-day period until all registration defaults have been cured, up to a
maximum amount of liquidated damages of $0.50 per week per $1,000 in
principal amount of affected notes. We will not be required to pay
liquidated damages for more than one registration default at any given
time. No holder of affected notes will be entitled to receive liquidated
damages pursuant to the registration rights agreement unless and until such
holder has provided certain information to us for

use in connection with the applicable registration statement. Following
the cure of all registration defaults, the accrual of liquidated damages
will cease.

We will pay all accrued liquidated damages to holders entitled thereto
in the same manner as interest payments on the notes on semi-annual damages
payment dates which correspond to interest payment dates for the notes.

This summary of provisions of the registration rights agreement does
not purport to be complete and is subject to, and is qualified in its
entirety by reference to, all the provisions of the registration rights
agreement. A copy of the registration rights agreement has been filed as an
exhibit to the registration statement of which this prospectus is a part,
and we incorporate the registration rights agreement into this prospectus
by this reference. A copy of the registration rights agreement is available
from Mail-Well I Corporation or the Commission upon request. See "Where You
Can Find More Information."

EVENTS OF DEFAULT AND REMEDIES

Each of the following is an event of default under the indenture:

(1) default for 30 days in the payment when due of interest on, or
liquidated damages with respect to, the new notes;

(2) default in payment when due of the principal of or premium, if any,
on the new notes;

(3) failure by Mail-Well I Corporation or any of its restricted
subsidiaries to comply with the provisions described under the
captions "--Change of Control" on page 63, "--Asset Sales" on page
64, "--Restricted Payments" on page 65 or "--Incurrence of
Indebtedness" on page 67;

(4) failure by Mail-Well I Corporation or any of its restricted
subsidiaries to comply with any of the other agreements in the
indenture for 60 days after notice to Mail-Well I Corporation by
the trustee or the holders of at least 25% in aggregate principal
amount of the new notes then outstanding;

(5) default under any mortgage, indenture or instrument under which
they may be issued or by which there may be secured or evidenced
any indebtedness for money borrowed by Mail-Well I Corporation or
any of its restricted subsidiaries (or the payment of which is
guaranteed by Mail-Well I Corporation 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:

* is caused by a failure to pay principal of or premium, if any,
or interest on such indebtedness prior to the expiration of the
grace period provided in such indebtedness; or

* results in the acceleration of such indebtedness prior to its
express maturity,

* and, in each case, the principal amount of any 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
$25 million or more;

(6) failure by Mail-Well I Corporation or any of its restricted
subsidiaries to pay final judgments aggregating in excess of $25
million, which judgments are not paid, discharged or stayed within
60 days following entry of judgment;

(7) except as permitted by the indenture, any guarantee 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; and

(8) certain events of bankruptcy or insolvency with respect to
Mail-Well I Corporation or any restricted subsidiary that is a
significant subsidiary, or any group of restricted subsidiaries
that, taken together, would constitute a significant subsidiary.

In the case of an event of default arising from certain events of
bankruptcy or insolvency, with respect to Mail-Well I Corporation, any
restricted subsidiary that is a significant subsidiary or any group of
restricted subsidiaries that, taken together, would constitute a
significant subsidiary, all outstanding new 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 new notes may declare all
the new notes to be due and payable immediately.

Holders of the new notes may not enforce the indenture or the new notes
except as provided in the indenture. Subject to certain limitations,
holders of a majority in principal amount of the then outstanding new notes
may direct the trustee in its exercise of any trust or power.

The holders of a majority in aggregate principal amount of the new
notes then outstanding by notice to the trustee may on behalf of the
holders of all of the new 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 on, or the principal
of, the new notes.

We are required to deliver to the trustee annually a statement
regarding compliance with the indenture. Upon becoming aware of any default
or event of default under the indenture, we are required to deliver to the
trustee a statement specifying such default or event of default.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS

No director, officer, employee, incorporator or shareholder of
Mail-Well I Corporation or any guarantor, as such, shall have any liability
for any obligations of Mail-Well I Corporation or the guarantors under the
new notes, the indenture, the note guarantees, or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each
holder of new notes by accepting a note waives and releases all such
liability. The waiver and release are part of the consideration for
issuance of the new notes. The waiver may not be effective to waive
liabilities under the federal securities laws.

SATISFACTION AND DISCHARGE OF THE INDENTURE

We may terminate the obligations of Mail-Well I Corporation and the
guarantors under the new notes, the indenture, and the guarantees when (i)
either (A) all outstanding new notes have been delivered to the trustee for
cancellation or (B) all such new notes not theretofore delivered to the
trustee for cancellation have become due and payable, will become due and
payable within one year or are to be called for redemption within one year
under irrevocable arrangements satisfactory to the trustee for the giving
of notice of redemption by the trustee in our name and at our expense, and
we have irrevocably deposited or caused to be deposited with the trustee
funds in an amount sufficient to pay and discharge the entire indebtedness
on the new notes not theretofore delivered to the trustee for cancellation,
for principal of (premium, if any, on) and interest to the date of deposit
or stated maturity or date of redemption; (ii) we have paid or caused to
be paid all sums then due and payable by us under the indenture; and
(iii) we have delivered an officers' certificate and an opinion of counsel
relating to compliance with the conditions set forth in the indenture.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

We may, at our option and at any time, elect to have all of our
obligations discharged with respect to the outstanding new notes, which we
refer to as "legal defeasance," except for:

(1) the rights of holders of outstanding new notes to receive payments
in respect of the principal of, premium, if any, and interest
thereon, and the rights of the holders of old notes to receive

any payments of liquidated damages on any old notes remaining
outstanding when such payments are due from the trust referred to
below;

(2) our obligations with respect to the new notes concerning issuing
temporary new notes, registration of new notes, mutilated,
destroyed, lost or stolen new 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 our obligations in connection therewith; and

(4) the legal defeasance provisions of the indenture.

In addition, we may, at our option and at any time, elect to have our
obligations released with respect to certain covenants that are described
in the indenture, which we refer to as "covenant defeasance," and
thereafter any failure to comply with such obligations shall not constitute
a default or event of default with respect to the new notes. In the event
covenant defeasance occurs, certain events (other than nonpayment,
bankruptcy, receivership, rehabilitation and insolvency events) described
under "Events of Default and Remedies" on page 74 will no longer constitute
an event of default with respect to the new notes.

In order to exercise either legal defeasance or covenant defeasance,

(1) We must irrevocably deposit with the trustee, in trust, for the
benefit of the holders of the new 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, premium, if any, and interest on all outstanding
notes, and liquidated damages on any outstanding old notes on the
stated maturity or on the applicable redemption date, as the case
may be, and we must specify whether notes are being defeased to
maturity or to a particular redemption date;

(2) in the case of legal defeasance, we must deliver to the trustee an
opinion of counsel in the United States reasonably acceptable to
the trustee confirming that (A) we have received from, or there has
been published by, the Internal Revenue Service a ruling or (B)
since the date we sold the old notes, 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 new 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, we must deliver to the trustee
an opinion of counsel in the United States reasonably acceptable to
the trustee confirming that the holders of the outstanding new
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 event of default or default under this indenture shall have
occurred and be continuing on the date of such deposit (other than
an event of default or default resulting from the borrowing of
funds to be applied to such deposit);

(5) such legal defeasance or covenant defeasance will not result in a
breach or violation of, or constitute a default under, the credit
agreement or any other material agreement or instrument (other than
the indenture) to which Mail-Well I Corporation or any of its
subsidiaries is a party or by which Mail-Well I Corporation or any
of its subsidiaries is bound;

(6) we must have delivered to the trustee an opinion of counsel to the
effect that 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) we must deliver to the trustee an officers' certificate stating
that we did not make the deposit with the intent of preferring the
holders of new notes over our other creditors with the intent of
defeating, hindering, delaying or defrauding such creditors or
others; and

(8) we must deliver to the trustee an officers' certificate and an
opinion of counsel, each stating that all conditions precedent
provided for, in the case of the officers' certificate, (1) through
(7) and, in the case of the opinion of counsel, clauses (2), (3),
(5) and (6) of this paragraph relating to the legal defeasance or
the covenant defeasance, as applicable, have been complied with.

AMENDMENT, SUPPLEMENT AND WAIVER

Without the consent of each holder affected, an amendment or waiver may
not (with respect to any new notes held by a non-consenting holder):

(1) reduce the principal amount of new 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 with respect to the redemption of the new
notes (other than provisions relating to the covenants described
under the caption "--Repurchase at the Option of Holders" on page
63);

(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 or
premium, if any, or liquidated damages or interest on the new notes
or any old notes remaining outstanding (except a rescission of
acceleration of the new notes by the holders of at least a majority
in aggregate principal amount of the new notes and a waiver of the
payment default that resulted from such acceleration);

(5) make any note payable in money other than that stated in the new
notes;

(6) make any change in the provisions of the indenture relating to
waivers of past defaults or the rights of holders of new notes to
receive payments of principal of or premium, if any, or liquidated
damages or interest on the new notes or any old notes remaining
outstanding;

(7) waive a redemption payment with respect to any note (other than a
payment required by one of the covenants described under the
caption "--Repurchase at the Option of Holders" on page 63);

(8) release any guarantor from any of its obligations under its
guarantee or the indenture, or amend the provisions of the
indenture relating to the release of guarantors, except that
guarantors may be released as described under the caption "--Note
Guarantees; Restrictions on Mail-Well, Inc. and Subsidiaries" on
page 62; or

(9) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any holder of new
notes, Mail-Well I Corporation and the trustee may amend or supplement the
indenture or the new notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated new notes in addition to or in place
of certificated new notes;

(3) to provide for the assumption of Mail-Well I Corporation's
obligations to holders of new notes in the case of a merger or
consolidation or sale of all or substantially all of Mail-Well I
Corporation's assets;

(4) to make any change that would provide any additional rights or
benefits to the holders of new notes or that does not adversely
affect the legal rights under the indenture of any such holder; or

(5) to comply with requirements of the Commission in order to effect or
maintain the qualification of the indenture under the Trust
Indenture Act.

BOOK-ENTRY; DELIVERY AND FORM

The new notes initially will be in the form of one or more registered
"global new notes" without interest coupons. The global notes will be
deposited with, or on behalf of, the Depository Trust Company and
registered in the name of DTC or its nominee, who will be the global notes
holder. Except as set forth below, the global notes may be transferred, in
whole and not in part, only to DTC or another nominee of DTC in limited
circumstances. Investors may hold their beneficial interests in the global
notes directly through DTC if they are participating organizations or
"participants" in such system or indirectly through organizations that are
participants in such system. Except in the limited circumstances described
below, owners of beneficial interests in the global notes will not be
entitled to receive physical delivery of certificated new notes. Such
certificated notes may, unless the global note has previously been
exchanged for certificated notes, be exchanged for an interest in the
global note representing the principal amount of new notes being
transferred. In addition, transfer of beneficial interests in global notes
will be subject to the applicable rules and procedures of DTC and its
direct participants or indirect participants, including, if applicable,
those of Euroclear and CEDEL, which may change from time to time.

The new notes may be presented from registration of transfer and
exchanged at the offices of the registrar.

DEPOSITORY PROCEDURES

The following description of the operations and procedures of DTC 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 from time to time. We take no responsibility for
these operations and procedures and urge investors to contact the system or
their participants directly to discuss these matters.

DTC has advised us that DTC is a limited-purpose trust company that was
created to hold securities for its participants and to facilitate the
clearance and settlement of transactions in such securities between
participants through electronic book-entry changes in accounts of its
participants. The participants include securities brokers and dealers
(including the initial purchasers), banks and 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, which we refer to as "indirect participants," that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly, persons who are not participants may beneficially own
securities held by or on behalf of DTC only through the participants or the
indirect participants.

We expect that pursuant to procedures established by DTC (i) upon
deposit of the global notes, DTC will credit the accounts of participants
designated by the initial purchasers with portions of the principal amount
of the global notes and (ii) ownership of the new notes evidenced by 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
interests of the participants), the participants and the indirect
participants.

Investors in the global notes may hold their interests therein directly
through DTC, if they are participants in such system, or indirectly through
organizations which are participants in such system. Euroclear and
Clearstream Banking 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 Mail-Well I
Corporation of New York, Brussels office, as operator of Euroclear and
Citibank, N.A., as operator of Clearstream Banking. These depositories,
in turn, will hold the interests in the global notes in customer's
securities accounts in the depositaries' names on the books of DTC.
All interests in a Global note may be subject to the procedures and
requirements of DTC.

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 and
certain banks, the ability of a person having beneficial interests in a
Global note to pledge such interests to persons or entities that do not
participate in the DTC systems, or otherwise take actions in respect of
such interests, may be affected by the lack of a physical certificate
evidencing such interests.

Except as described below, owners of interest in the global notes will
not have new notes registered in their names, will not receive physical
delivery of new 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, premium, if any, and interest
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, we and the trustee will treat
the persons in whose names the new notes, including the global notes, are
registered as the owners thereof for the purpose of receiving such payments
and for any and all other purposes whatsoever. Consequently, neither the
trustee nor any agent of us 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 interests 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 us that its current practice, upon receipt of
any payment in respect of securities such as the new notes (including
principal and interest), is to credit the accounts of the relevant
participants with the payment on the payment date, in amounts proportionate
to their respective holdings in the principal amount of beneficial interest
in the relevant security as shown on the records of DTC unless DTC has
reason to believe it will not receive payment on such payment date.
Payments by the participants and the indirect participants to the
beneficial owners of new 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 us. Neither we nor the trustee will be liable for any delay by
DTC or any of its participants in identifying the beneficial owners of the
new notes, and we and the trustee may conclusively rely on and will be
protected in relying on instructions from DTC or its nominee for all
purposes.

Interests in the global notes will trade in DTC's Same-Day Funds
Settlement System and secondary market trading activity in such interests
will, therefore, settle in immediately available funds, subject in all
cases to the rules and procedures of DTC and its participants. See
"--Same-Day Settlement and Payment" on page 80.

Transfers between participants in DTC will be effected in accordance
with DTC's procedures, and will be settled in same day funds.

Cross-market transfers between direct participants in DTC, on the one
hand, and indirect participants who hold interests in the new notes through
Euroclear on CEDEL, on the other hand, will be effected by Euroclear's or
CEDEL's respective nominee through DTC in accordance with DTC's rules on
behalf of Euroclear or CEDEL; however, delivery of instructions relating to
crossmarket transactions must be made directly to Euroclear or CEDEL, as
the case may be, by the counterparty in accordance with the rules and
procedures of Euroclear or CEDEL and within their established deadlines,
using Brussels time for Euroclear and U.K. time for CEDEL. Indirect
participants who hold

interest in the new notes through Euroclear and CEDEL may not deliver
instructions directly to Euroclear's or CEDEL's nominee. Euroclear or
CEDEL will, if the transaction meets its settlement requirements,
deliver instructions to its respective nominee to deliver or receive
interests on Euroclear's or CEDEL's behalf in the relevant global
note in DTC, and make or receive payment in accordance with normal
procedures for same-day funds settlement applicable to DTC.

Because of time zone differences, the securities of accounts of an
indirect participant who holds an interest in the new notes through
Euroclear or CEDEL purchasing an interest in a global note from a direct
participant in DTC will be credited, and any such crediting will be
reported to Euroclear or CEDEL during the European business day immediately
following the settlement date of DTC in New York. Although recorded in
DTC's accounting records as of DTC's settlement date in New York, Euroclear
and CEDEL customers will not have access to the cash amount credited to
their accounts as a result of a sale of an interest in a global note to a
DTC participant until the European business day for Euroclear or CEDEL
immediately following DTC's settlement date.

DTC has advised us that it will take any action permitted to be taken
by a holder of new 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
new notes as to which such participant or participants has or have given
such direction. However, if there is an event of default under the new
notes, DTC reserves the right to exchange the global notes for legended new
notes in certificated form, and to distribute such new notes to its
participants.

Although DTC, Euroclear and Clearstream Banking have agreed to the
foregoing procedures to facilitate transfers of interests in the global
notes among participants in DTC, Euroclear and Clearstream Banking, they
are under no obligation to perform or to continue to perform such
procedures, and such procedures may be discontinued at any time. Neither we
nor the trustee nor any of their respective agents will have any
responsibility for the performance by DTC, Euroclear or Clearstream Banking
or their respective participants or indirect participants of their
respective obligations under the rules and procedures governing their
operations.

CERTIFICATED SECURITIES

Subject to certain conditions, any person having a beneficial interest
in a global note may, upon request to the trustee, exchange such beneficial
interest for new notes in the form of certificated securities. Upon any
such issuance, the trustee is required to register such certificated
securities in the name of, and cause the same to be delivered to, such
person or persons (or the nominee of any thereof). If:

(a) we notify the trustee in writing that DTC is no longer willing or
able to act as a depositary and we are unable to locate a qualified
successor within 90 days, or

(b) we, at our option, notify the trustee in writing that we elect to
cause the issuance of new notes in the form of certificated
securities under the indenture, then, upon surrender by the global
notes holder of its global notes, new notes in such form will be
issued to each person that the global notes holder and DTC identify
as being the beneficial owner of the related new notes.

Neither we nor the trustee will be liable for any delay by the global
notes holder or DTC in identifying the beneficial owners of new notes and
we and the trustee may conclusively rely on, and will be protected in
relying on, instructions from the global notes holder or DTC for all
purposes.

SAME-DAY SETTLEMENT AND PAYMENT

The indenture will require that payments in respect of the new notes
represented by the global notes (including principal, premium, if any, and
interest) be made by wire transfer of immediately available funds to the
accounts specified by the global notes holder. With respect to certificated
securities, we will make all payments of principal, premium, if any, and
interest 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.

METHODS OF RECEIVING PAYMENTS ON THE NEW NOTES

If a holder has given wire transfer instructions to us, we will make
all principal, premium and interest payments on those new notes in
accordance with those instructions. All other payments on these new notes
will be made at the office or agency of the payment agent and registrar
within the City and State of New York unless we elect to make interest
payments by check mailed to the holders at their address set forth in the
register of holders.

PAYING AGENT AND REGISTRAR FOR THE NEW NOTES

The trustee will initially act as paying agent and registrar for the
new notes. We may change the paying agent or registrar without prior notice
to the holders of the new notes, and we or any of our subsidiaries may act
as paying agent or registrar.

TRANSFER AND EXCHANGE

A holder may transfer or exchange new 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 we
may require a holder to pay any taxes and fees required by law or permitted
by the indenture. We are not required to transfer or exchange any senior
note selected for redemption. Also, we are not required to transfer or
exchange any senior note for a period of 15 days before a selection of new
notes to be redeemed.

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

CONCERNING THE TRUSTEE

If the trustee becomes a creditor of us, 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 Commission for permission to continue or resign.

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 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 subsidiary of, such specified person;
and

(2) Indebtedness secured by a lien encumbering any asset acquired by
such specified person.

"Additional Notes" has the meaning set forth under the caption
"--Principal, Maturity and Interest" on page 61.

"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; provided that beneficial ownership of 10% or more of the
voting stock of a person shall be deemed to be control. 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 or
rights, including sales and leasebacks, but excluding sales of
inventory and equipment in the ordinary course of business
consistent with past practices; provided that the sale, lease,
conveyance or other disposition of all or substantially all of the
assets of Mail-Well I Corporation and its restricted subsidiaries
taken as a whole will be governed by the provisions of the
indenture described under the caption "--Change of Control" on page
63, and/or the provisions described under the caption "--Merger,
Consolidation or Sale of Assets" on page 69 and not by the
provisions of the asset sale covenant; and

(2) the issuance of equity interests by any of Mail-Well I
Corporation's restricted subsidiaries or the sale of equity
interests in any of its subsidiaries,

Notwithstanding the preceding, the following items shall not be deemed
to be asset sales:

* any single transaction or series of related transactions that: (a)
involves assets having a fair market value of less than $5 million;
or (b) results in net proceeds to Mail-Well I Corporation and its
restricted subsidiaries of less than $5 million;

* a transfer of assets between or among Mail-Well I Corporation and its
wholly owned restricted subsidiaries;

* an issuance of equity interests by a wholly owned restricted
subsidiary to Mail-Well I Corporation or to another wholly owned
restricted subsidiary;

* a disposition of assets or stock of Mail-Well Label Company, MWL U.K.
Limited, and Lancer Label Canada, Inc.; and

* a restricted payment that is permitted by the covenant described
above under the caption "--restricted payments."

"Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value of the obligation of
the lessee for net rental payments during the remaining term of the lease
included in such sale and leaseback transaction including any period for
which such lease has been extended or may, at the option of the lessor, be
extended. Such present value shall be calculated using a discount rate
equal to the rate of interest implicit in such transaction, determined in
accordance with GAAP.

"Beneficial Owner" has the meaning assigned to such term in Rule l3d-3
and Rule l3d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as such term is used in
Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to
have beneficial ownership of all securities that such "person" has the
right to acquire, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition.

"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.

"Change of Control" means the occurrence of any of the following:

(1) the sale, transfer, conveyance or other disposition (other than by
way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the assets of
Mail-Well I Corporation and its subsidiaries taken as a whole to
any "person" (as such term is used in Section 13(d)(3) of the
Exchange Act) other than a principal or a related party of a
principal;

(2) the adoption of a plan relating to the liquidation or dissolution
of Mail-Well I Corporation;

(3) the consummation of any transaction (including, without limitation,
any merger or consolidation) the result of which is that any
"person" (as defined above), other than the principals and their
related parties, becomes the beneficial owner, directly or
indirectly, of more than 35% of the voting stock of Mail-Well I
Corporation or Mail-Well, Inc., measured by voting power rather
than number of shares;

(4) the first day on which a majority of the members of the board of
directors of Mail-Well I Corporation or Mail-Well, Inc. are not
continuing directors; or

(5) Mail-Well I Corporation or Mail-Well, Inc. consolidates with, or
merges with or into, any person, or any person consolidates with,
or merges with or into, Mail-Well I Corporation or Mail-Well, Inc.,
in any such event pursuant to a transaction in which any of the
outstanding voting stock of Mail-Well I Corporation or Mail-Well,
Inc. is converted into or exchanged for cash, securities or other
property, other than any such transaction where the voting stock of
Mail-Well I Corporation or Mail-Well, Inc. outstanding immediately
prior to such transaction is converted into or exchanged for voting
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.
For the avoidance of doubt, the sales of the assets or stocks of
subsidiaries that Mail-Well I Corporation is currently holding for
sale as part of its strategic plan will not constitute a change of
control.

"Consolidated Cash Flow" means, with respect to any person for any
period, the consolidated net income of such person for such period plus:

(1) an amount equal to any extraordinary loss plus any net loss
realized in connection with an asset sale, to the extent such
losses were deducted in computing such consolidated net income;
plus

(2) provision for taxes based on income or profits of such person and
its 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 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, imputed interest with respect to
Attributable Debt, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers'
acceptance financings, and net payments, if any, 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) and other non-cash expenses of such person and
its subsidiaries for such period to the extent that such
depreciation, amortization and other non-cash expenses were
deducted in computing such consolidated net income; minus

(5) non-cash items increasing such consolidated net income for such
period, other than items that were accrued in the ordinary course
of business, in each case on a consolidated basis.

Notwithstanding the preceding, the provision for taxes based on the
income or profits of, and the depreciation and amortization and other
non-cash charges of, a subsidiary of Mail-Well I Corporation shall be added
to consolidated net income to compute Consolidated Cash Flow of Mail-Well I
Corporation only to the extent that a corresponding amount would be
permitted at the date of determination to be dividended to Mail-Well I
Corporation by such subsidiary without prior approval (that has not been
obtained), pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that subsidiary or its shareholders.

"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, 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 shall be included only to the extent of the amount of
dividends or distributions paid in cash to the specified person or
a wholly owned subsidiary thereof;

(2) the net income of any non-guarantor restricted subsidiary shall be
excluded to the extent that the declaration or payment of dividends
or similar distributions by that non-guarantor 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, 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 non-guarantor restricted subsidiary or its shareholders;

(3) the net income of any person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition
shall be excluded;

(4) the net income (but not loss) of any unrestricted subsidiary shall
be excluded, whether or not distributed to the specified person or
one of its subsidiaries; and

(5) any writedowns with respect to, or losses on dispositions of,
subsidiaries and assets held for sale as of the date of the
indenture, and all restructuring charges incurred by Mail-Well I
Corporation, Mail-Well, Inc. and the subsidiaries, shall be
excluded; and

(6) the cumulative effect of a change in accounting principles shall be
excluded.

"Consolidated Net Worth" means, with respect to any person as of any
date, the sum of:

(1) the consolidated equity of the common shareholders of such person
and its consolidated subsidiaries as of such date; plus

(2) the respective amounts reported on such person's balance sheet as
of such date with respect to any series of preferred stock that by
its terms is not entitled to the payment of dividends unless such
dividends may be declared and paid only out of net earnings in
respect of the year of such declaration and payment, but only to
the extent of any cash received by such person upon issuance of
such preferred stock.

"Continuing Directors" means, as of any date of determination, any
member of the board of directors of Mail-Well I Corporation or Mail-Well,
Inc. who:

(1) was a member of such board of directors on the date we sold the old
notes; 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 the board of directors of Mail-Well, Inc. at the
time of such nomination or election.

"Credit Facilities" means, with respect to Mail-Well I Corporation or
any restricted subsidiary, one or more debt facilities or commercial paper
facilities, in each case with banks or other institutional lenders
providing for revolving credit loans, term loans, 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 other asset securitizations or letters of credit, in each
case, as amended, restated, modified, renewed, refunded, replaced or
refinanced in whole or in part from time to time.

"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.

"Equity Interests" mean 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 private or underwritten public offering of
common stock of Mail-Well I Corporation or Mail-Well, Inc. in which the
gross proceeds to Mail-Well I Corporation or Mail-Well, Inc., as
applicable, are at least $50 million and, in the case of an offering by
Mail-Well, Inc., the net proceeds are contributed to Mail-Well I
Corporation.

"Exchange Offer Registration Statement" means that certain registration
statement filed by Mail-Well I Corporation with the Commission to register
the exchange offer.

"Exchange Offer" means the offer made to the holders of the new notes
to exchange their new notes for the new notes.

"Exchange Notes" means the new notes.

"Existing Indebtedness" means indebtedness of Mail-Well I Corporation
and its restricted subsidiaries in existence on the date we sold the old
notes.

"Fixed Charges" means, with respect to any person 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, and other fees and charges incurred in
respect of letter of credit or bankers' acceptance financings, and
net payments, if any, pursuant to hedging obligations; plus

(2) the consolidated interest expense of such person and its restricted
subsidiaries that was capitalized during such period; plus

(3) any interest expense on indebtedness of another person that is
guaranteed by such person or one of its restricted subsidiaries or
secured by a lien on assets of such person or one of its restricted
subsidiaries, whether or not such guarantee or lien is called upon;
plus

(4) cash dividend payments on any series of preferred stock of such
person or any of its restricted subsidiaries.

"Fixed Charge Coverage Ratio" means, with respect to any specified
person 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 for such period. In the event that the specified person or
any of its restricted subsidiaries incurs, assumes, guarantees or redeems
any indebtedness or issues or redeems preferred stock subsequent to the
commencement of the period for which the fixed charge coverage ratio is
being calculated but 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 or redemption of
indebtedness, or such issuance or redemption of preferred stock, as if the
same had occurred at the

beginning of the applicable four-quarter reference period; provided,
however, borrowings in the ordinary course of business under any revolving
credit agreement shall not be given pro forma effect and shall be included
in the calculation of the fixed charge coverage ratio only to the extent
such borrowings were actually outstanding during the applicable four-quarter
reference period.

In addition, for purposes of calculating the fixed charge coverage
ratio:

(1) acquisitions 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
deemed to have occurred on the first day of the four-quarter
reference period and consolidated cash flow for such reference
period shall be calculated without giving effect to clause (3) of
the proviso set forth in the definition of consolidated net income;

(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; and

(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 restricted subsidiaries following the calculation date.

"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 from time to
time.

"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, by way of a pledge
of assets or through letters of credit or reimbursement agreements in
respect thereof, of all or any part of any indebtedness.

"Guarantors" means each of:

(1) Mail-Well, Inc.,

(2) each subsidiary guarantor; and

(3) any other subsidiary that executes a note guarantee in accordance
with the provisions of the indenture;

and their respective successors and assigns.

"Hedging Obligations" means, with respect to any person, the
obligations of such person under:

(1) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements;

(2) other agreements or arrangements designed to protect such person
against fluctuations in interest rates or the value of foreign
currencies purchased or received by such person in the ordinary
course of business; and

(3) any commodity futures or option contract or other similar commodity
hedging contract designed to protect such person against
fluctuations in commodity prices.

"Holder" means the 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, new 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
expense 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 all indebtedness of others
secured by a lien on any asset of the specified person (whether or not such
indebtedness is assumed by the specified person) and, to the extent not
otherwise included, the guarantee by such 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, together with any interest thereon
that is more than 30 days past due, in the case of any other
indebtedness.

"Intercompany Notes" means the intercompany new notes issued by
restricted subsidiaries of Mail-Well I Corporation that are not guarantors
in favor of Mail-Well I Corporation or a guarantor to evidence advances by
Mail-Well I Corporation or such guarantor, in each case, in the form
attached as Exhibit F to the indenture.

"Investments" means, with respect to any person, all investments by
such person in other persons (including affiliates) in the forms of direct
or indirect loans (including guarantees of indebtedness or
other obligations), 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 would be classified as investments on a
balance sheet prepared in accordance with GAAP excluding hedging
obligations. If Mail-Well I Corporation or any restricted subsidiary of
Mail-Well I Corporation sells or otherwise disposes of any equity interests
of any direct or indirect restricted subsidiary of Mail-Well I Corporation
such that, after giving effect to any such sale or disposition, such person
is no longer a restricted subsidiary of Mail-Well I Corporation, Mail-Well
I Corporation 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 under the caption "--Restricted Payments" on page 65.

"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 option or other agreement
to sell or 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.

"Net Income" means, with respect to any person, the net income (loss)
of such person and its restricted subsidiaries, determined in accordance
with GAAP and before any reduction in respect of preferred stock dividends,
excluding, however:

(1) any gain (but not loss), together with any related provision for
taxes on such gain (but not loss), realized in connection with: (a)
any asset sale; or (b) the disposition of any securities by such
person or any of its restricted subsidiaries or the extinguishment
of any indebtedness of such person or any of its restricted
subsidiaries; and

(2) any extraordinary or nonrecurring gain or loss, together with any
related provision for taxes on such extraordinary or nonrecurring
gain or loss.

"Net Proceeds" means the aggregate cash proceeds received by Mail-Well
I Corporation 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 the direct costs relating to such asset sale, including,
without limitation, legal, accounting and investment banking fees, and
sales commissions, and any 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 secured by a lien on the asset or assets that were the subject
of such asset sale and any reserve for adjustment in respect of the sale
price of such asset or assets established in accordance with GAAP.

"Non-Recourse Debt" means indebtedness:

(1) as to which neither Mail-Well I Corporation 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; and

(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 (other than the new
notes) of Mail-Well I Corporation 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.

"Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable
under the documentation governing any indebtedness.

"Permitted Businesses" means the printing business generally including
the business conducted by Mail-Well I Corporation and its subsidiaries as
of the date we sold the old notes and any other business or businesses
ancillary, complementary or related thereto.

"Permitted Investments" means:

(1) any investment in Mail-Well I Corporation or in a restricted
subsidiary of Mail-Well I Corporation;

(2) any investment in cash equivalents;

(3) any investment by Mail-Well I Corporation or any restricted
subsidiary of Mail-Well I Corporation in a person if as a result
of such investment:

* such person becomes a restricted subsidiary of Mail-Well I
Corporation; or

* such person is merged, consolidated or amalgamated with or
into, or transfers or conveys substantially all of its assets
to, or is liquidated into, Mail-Well I Corporation or a
restricted subsidiary of Mail-Well I Corporation;

(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 Holder--Asset Sales";

(5) investments existing as of the date we sold the old notes;

(6) any acquisition of assets solely in exchange for the issuance of
equity interests of Mail-Well I Corporation;

(7) accounts receivable, endorsements for collection, deposits or
similar investments arising in the ordinary course of business;

(8) any investment by Mail-Well I Corporation or a restricted
subsidiary in assets of a permitted business or assets to be used
in a permitted business;

(9) stock, obligations or securities received in settlement of debts
created in the ordinary course of business and owing to Mail-Well
I Corporation or any subsidiary or in satisfaction of judgments;

(10) the acceptance of new notes payable from employees of Mail-Well I
Corporation or its subsidiaries in payment for the purchase of
capital stock by such employees; and

(11) any other investment 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 Investments made pursuant to this clause
(11) since the date of the date we sold the old notes and existing
at the time such Investment was made, did not exceed $25 million.

"Permitted Liens" means:

(1) liens securing all indebtedness outstanding under credit
facilities and all hedging obligations with respect thereto;

(2) liens in favor of Mail-Well I Corporation or the guarantors;

(3) liens when the new notes are secured by such lien on an equal and
ratable basis unless the obligation secured by any such lien is
subordinate or junior in right of payment to the new notes, in
which case the lien securing such obligation must be subordinate
and junior to the lien securing the new notes with the same or
lesser relative priority as such obligation shall have been with
respect to the new notes;

(4) liens on property of a person existing at the time such person
becomes a restricted subsidiary or is merged with or into or
consolidated with Mail-Well I Corporation or any restricted
subsidiary of Mail-Well I Corporation, provided that such liens
were in existence prior to the contemplation of such acquisition,
merger or consolidation and do not extend to any assets other than
those of the person acquired or merged into or consolidated with
Mail-Well I Corporation or the restricted subsidiary;

(5) liens on property existing at the time of acquisition thereof by
Mail-Well I Corporation or any restricted subsidiary of Mail-Well
I Corporation, provided that such liens were in existence prior to
the contemplation of such acquisition;

(6) liens to secure the performance of statutory obligations, surety
or appeal bonds, performance bonds or other obligations of a like
nature incurred in the ordinary course of business;

(7) liens to secure indebtedness (including capital lease obligations)
permitted by clause (4) of the second paragraph of the covenant
described under the caption "Incurrence of Indebtedness" covering
only the assets acquired with such indebtedness;

(8) liens existing on the date of the indenture;

(9) 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;

(10) liens incurred or deposits made in the ordinary course of business
in connection with workers' compensation, unemployment insurance
and other types of social security, old age pension or public
liability obligations or to secure the payment or performance of
bids, tenders, statutory or regulatory obligations, surety, stay,
or appeal bonds, performance bonds or other obligations of a like
nature incurred in the ordinary course of business;

(11) easements, rights-of-way, restrictions, defects or irregularities
in title and other similar charges or encumbrances not interfering
in any material respect with the business of Mail-Well I
Corporation or any of its subsidiaries;

(12) purchase money liens (including extensions and renewals thereof);

(13) liens securing reimbursement obligations with respect to letters
of credit which encumber only documents and other property
relating to such letters of credit and the products and proceeds
thereof;

(14) judgment and attachment liens not giving rise to an event of
default;

(15) liens encumbering deposits made to secure obligations arising from
statutory, regulatory, contractual or warranty requirements;

(16) liens arising out of consignment or similar arrangements for the
sale of goods;

(17) any interest or title of a lessor in property subject to any
capital lease obligation or operating lease;

(18) statutory liens of landlords and liens of carriers, warehousemen,
mechanics, suppliers, materialmen repairmen and other liens
imposed by law incurred in the ordinary course of business for
sums not, yet delinquent or being contested in good faith by
appropriate proceeding, if such reserve or other appropriate
provision, if any, as shall be required by GAAP shall have been
made in respect thereof;

(19) liens upon specific items of inventory or other goods and proceeds
of any person securing such person's obligations in respect of
bankers' acceptances issued or created for the account of such
person to facilitate the purchase, shipment, or storage of such
inventory or other goods;

(20) liens securing hedging obligations that are otherwise permitted
under the indenture;

(21) leases or subleases granted to others that do not materially
interfere with the ordinary course of business of Mail-Well I
Corporation and its subsidiaries;

(22) liens arising from filing Uniform Commercial Code financing
statements regarding leases;

(23) liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of custom duties in connection
with the importation of goods;

(24) liens in favor of collecting or payor banks having a right of
setoff, revocation, refund or chargeback with respect to money or
instruments of Mail-Well I Corporation or any subsidiary on
deposit with or in possession of such bank;

(25) liens to secure non-recourse debt; and

(26) liens to secure any permitted refinancing indebtedness (or
successive permitted refinancing indebtedness) which refinances as
a whole, or in part, any indebtedness secured by any lien referred
to in the foregoing clauses (1), (4), (5), (7), (8) and (12);
provided, however, that:

(A) such new lien shall be limited to all or part of the same
property that secured the original lien (plus improvements to
or on such property) and

(B) the indebtedness secured by such lien at such time is not
increased to any amount greater than the sum of:

(i) the outstanding principal amount or, if greater, committed
amount of the indebtedness secured by liens described
under clauses (1), (4), (5), (7), (8) or (12) at the time
the original lien became a permitted lien under the
indenture and

(ii) an amount necessary to pay any fees and expenses,
including premiums, related to such permitted refinancing
indebtedness; and

(27) liens not otherwise permitted by clauses (1) through (26) that are
incurred in the ordinary course of business of Mail-Well I
Corporation or any subsidiary of Mail-Well I Corporation with
respect to obligations that do not exceed $10 million at any one
time outstanding.

"Permitted Payments to Parent Company" means:

(1) payments to Mail-Well, Inc. in an amount sufficient to permit
Mail-Well, Inc. to pay reasonable and necessary operating expenses
and other general corporate expenses to the extent such expenses
relate or are fairly allocable to Mail-Well I Corporation and its
subsidiaries including any reasonable professional fees and
expenses not in excess of $1 million in the aggregate during any
consecutive 12-month period;

(2) payment to Mail-Well, Inc. to enable Mail-Well, Inc. to pay
foreign, federal, state or local tax liabilities ("tax payment"),
not to exceed the amount of any tax liabilities that would be
otherwise payable by Mail-Well I Corporation and its subsidiaries
to the appropriate taxing authorities if they filed separate tax
returns, to the extent that Mail-Well, Inc. has an obligation to
pay such tax liabilities relating to the operations, assets or
capital of Mail-Well I Corporation or its subsidiaries; provided,
however that (a), notwithstanding the foregoing, in the case of
determining the amount of a tax payment that is permitted to be
paid by Mail-Well I Corporation and any of its U.S. subsidiaries in
respect of their federal income tax liability, such payment shall
be determined assuming that Mail-Well I Corporation is the parent
company of an affiliated group filing a consolidated federal income
tax return and that Mail-Well, Inc. and each such U.S. subsidiary
is a member of such affiliated group and (b) any tax payments shall
either be used by Mail-Well, Inc. to pay such tax liabilities
within 90 days of Mail-Well, Inc.'s receipt of such payment or
refunded to the party from whom Mail-Well, Inc. received such
payments.

"Permitted Refinancing Indebtedness" means any indebtedness of
Mail-Well I Corporation 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 other indebtedness of Mail-Well I
Corporation 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
amount of (or accreted value, if applicable), plus accrued interest
on the indebtedness so extended, refinanced, renewed, replaced,
defeased or refunded (plus the amount reasonable expenses incurred
in connection therewith including premiums paid, if any, to the
holder thereof);

(2) such permitted refinancing indebtedness has a final maturity date
either later than the final maturity date of the indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded or 91
days following the maturity of the new notes, 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;

(3) If the indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded is subordinated in right of payment to the new
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 new notes on terms at least as favorable
to the holders of new notes as those contained in the documentation
governing the indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; and

(4) such indebtedness is incurred either by Mail-Well I Corporation or
by the restricted subsidiary who is the obligor on 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 or
government or agency or political subdivision thereof (including any
subdivision or ongoing business of any such entity or substantially all of
the assets of any such entity, subdivision or business).

"Principals" means the officers and directors of Mail-Well, Inc. at the
date we sold the old notes, their affiliates (as such term is defined under
the Exchange Act) and Mail-Well, Inc.'s and Mail-Well I Corporation's
Employee Stock Ownership Plan and Trust.

"Registration Rights Agreement" means that certain agreement among
Mail-Well I Corporation, the guarantors and the initial purchasers
requiring Mail-Well I Corporation to file the exchange offer registration
statement and the shelf registration statement.

"Related Party" with respect to any principal means:

(1) any controlling shareholder, 80% or more owned subsidiary, or
spouse or immediate family member (in the case of an individual) of
such principal; or

(2) any trust, corporation, partnership or other entity, the
beneficiaries, shareholders, partners, owners or persons
beneficially holding an 80% or more controlling interest of which
consist of such principal 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
referenced person that is not an unrestricted subsidiary.

"Shelf Registration Statement" means that certain shelf registration
statement filed by Mail-Well I Corporation with the Commission to register
resales of the old notes or the new notes.

"Significant Subsidiary" means any subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation
S-X, promulgated pursuant to the Securities Act of 1933, as such Regulation
is in effect on the date hereof.

"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 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
of one or more subsidiaries of such person (or any combination
thereof).

"Unrestricted Subsidiary" means any subsidiary of Mail-Well I
Corporation 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;

(2) is not a party to any agreement, contract, arrangement or
understanding with Mail-Well I Corporation or any restricted
subsidiary of Mail-Well I Corporation unless the terms of any such
agreement, contract, arrangement or understanding are no less
favorable to Mail-Well I Corporation or such restricted subsidiary
than those that might be obtained at the time from persons who are
not affiliates of Mail-Well I Corporation;

(3) is a person with respect to which neither Mail-Well I Corporation
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 Mail-Well I Corporation 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 Mail-Well I Corporation or any of
its restricted subsidiaries and has at least one executive officer
that is not a director or executive officer of Mail-Well I
Corporation or any of its restricted subsidiaries.

Any designation of a subsidiary of Mail-Well I Corporation 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 under the caption "Certain Covenants--Restricted Payments" on
page 65. 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 Mail-Well I Corporation 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 "Incurrence of
Indebtedness" on page 67, Mail-Well I Corporation shall be in default
of such covenant. The board of directors of Mail-Well I Corporation
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 Mail-Well I
Corporation 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" on page 67, 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.

"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 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.

DESCRIPTION OF CERTAIN INDEBTEDNESS

The following descriptions of certain of our indebtedness highlight the
material terms thereof and do not purport to be complete and are qualified
in their entirety by reference to the provisions of the various agreements
and indentures related thereto, copies of which have been filed with the
SEC and to which reference is hereby made.

SENIOR CREDIT FACILITY

On June 27, 2002, we entered into an Amended and Restated Credit
Agreement with Bank of America, N.A. acting as administrative agent for a
syndicate of financial institutions. This senior credit facility, which
replaced our previous senior credit facility, provides us with a revolving
line of credit of up to $300 million, based on our available borrowing base
consisting of eligible accounts receivable, eligible inventory and eligible
equipment, all as defined in the senior credit facility. The equipment
portion of the borrowing base is automatically reduced as we sell certain
assets and through quarterly amortization. In September 2002 we amended the
credit facility to revise our financial covenants in order to allow for the
new restructuring plan announced August 21, 2002 and described on page 24
under "Restructuring, Asset Impairments and Other Charges," as well as to
clarify certain other covenants.

Interest on borrowings under the senior credit facility is based on the
prime rate charged by Bank of America, N.A. or on London Interbank Offer
Rate ("LIBOR") at the borrower's election, plus an applicable margin, as
defined in the senior credit facility. The applicable margin varies based
on our fixed charge coverage ratio, as defined in the senior credit
facility.

The obligations of Mail-Well I Corporation under the senior credit
facility are guaranteed by Mail-Well, Inc. and by each of our existing or
after-acquired U.S. subsidiaries, as defined in the senior credit facility.
Pursuant to a security agreement, the obligations under the senior credit
facility are further secured by substantially all of our domestic assets,
the assets of Mail-Well, Inc. and our U.S. subsidiaries, the shares of
capital stock of Mail-Well I Corporation and our U.S. subsidiaries, and 65%
of the shares of capital stock of our foreign subsidiaries.

The senior credit facility contains covenants and provisions that
restrict, among other things, our ability to:

* incur liens;

* dispose of assets outside the ordinary course of business;

* effect certain mergers and consolidations;

* make certain loans or investments;

* acquire other businesses;

* incur additional indebtedness and certain contingent obligations;

* transfer money or property to, purchase or repurchase any stock or
indebtedness of, or become liable on any guaranty of the obligations
of our affiliates, except for ordinary course cash management
transactions, the incurrence of certain intercompany debts and
transactions in the ordinary course of business that are no less
favorable to us than a comparable arm's-length transaction would be;

* pay dividends and other distributions on, and make repurchases or
redemptions of, capital stock; and

* modify or prepay certain debt.

In addition, the senior credit facility as amended requires us to maintain
adjusted tangible net worth, as defined in the senior credit facility, of
not less than $295 million from June 2002 through

August 2002, $255 million from September 2002 through November 2002,
$255 million from December 2002 through February 2003, $265 million from
March 2003 through May 2003, $275 million from June 2003 through August
2003, $300 million from September 2003 through November 2003, and $325
million thereafter, plus 100% of the net cash proceeds from the sale of
equity securities from the date the credit facility is funded plus 100%
of the gain recognized from the disposition of assets held for sale or
discontinued operations from the date the credit facility is funded, less
up to $32 million of losses resulting from disposition of assets held for
sale or discontinued operations from the date the credit facility is funded,
and less the amount of any decrease in net worth resulting from permitted
acquisitions (up to a maximum of 25% of the amount received from the
issuance of equity securities).

The credit facility as amended also requires that we maintain minimum
fixed charge coverage ratios, as defined in the senior credit facility, of 0.45
to 1.00 for the fiscal quarter ending September 28, 2002, 0.70 to 1.00 for the
period beginning July 1, 2002 and ending December 28, 2002, 0.90 to 1.00 for
the period beginning July 1, 2002 and ending March 28, 2003, 0.95 to 1.00 for
the four quarters ending June 28, 2003, and a minimum fixed charge coverage
ratio of 1.15 to 1.00 for every trailing four quarters ending thereafter.

The events of default under the senior credit facility include the
following:

* failure to pay principal or interest when due;

* breach of any representation or warranty;

* failure to perform any covenant or agreement in the senior credit
facility (in some cases only if the failure continues for a certain
period of time);

* certain defaults under other agreements, debts and other obligations,
including certain contingent obligations;

* imposition of certain judgments or decrees against us;

* certain events of bankruptcy, insolvency or reorganization;

* certain violations of the Employee Retirement Income Security Act;

* certain changes of control; and

* other customary provisions.

8 3/4% SENIOR SUBORDINATED NOTES

We have outstanding $300 million in 8 3/4% senior subordinated notes
issued under an indenture among Mail-Well I Corporation, certain of its
subsidiaries as guarantors, and State Street Bank and Trust Company as
trustee, a copy of which has been filed with the registration statement of
which this prospectus is a part. The $300 million outstanding principal
amount of senior subordinated notes mature on December 15, 2008. Mail-Well,
Inc. has unconditionally guaranteed the due and punctual payment of
principal of (and premium, if any) and interest on the senior subordinated
notes. At the present time, the capital stock of Mail-Well I Corporation is
substantially the only asset of Mail-Well, Inc., and therefore Mail-Well,
Inc.'s guarantee is effectively subordinated to all indebtedness and other
liabilities and commitments of our subsidiaries, as well as to all senior
indebtedness of the Mail-Well, Inc. Certain of our significant subsidiaries
have also unconditionally guaranteed the due and punctual payment of
principal of (and premium, if any) and interest on the senior subordinated
notes. The senior subordinated notes may also be guaranteed by one or more
of our other subsidiaries from time to time under certain circumstances.
The senior subordinated notes indenture is subject to and governed by the
Trust Indenture Act of 1939.

The senior subordinated notes are unsecured indebtedness ranking pari
passu with all of our other existing and future senior subordinated
indebtedness. The payment of the principal of, premium, if any, and
interest on the senior subordinated notes is subordinated, as set forth in
the senior subordinated

notes indenture, in right of payment to the prior payment in full in cash
and cash equivalents of all of our existing and future senior indebtedness,
including borrowings under the bank credit agreement and the new notes.

The senior subordinated notes indenture contains certain covenants
which, subject to certain conditions, limitations and exceptions,

(a) restrict our ability:

* to incur additional indebtedness;

* to declare or pay dividends or distributions on shares of our
capital stock; to purchase, redeem, acquire or retire for value
capital stock of Mail-Well I Corporation or a subsidiary;

* to retire prior to scheduled maturity indebtedness that is pari
passu with or subordinated to the senior subordinated notes; to
make loans, advances or payments to Mail-Well, Inc. or our
employee stock ownership plan; to guaranty indebtedness of
affiliates; or to make investments;

* to enter into transactions with affiliates;

* to create liens on their property or assets; and

* to effect asset sales;

(b) restrict our ability to merge, consolidate or convey, transfer or
lease its properties and assets substantially as an entirety; and

* to issue preferred stock; and

* to guaranty indebtedness without guaranteeing the senior
subordinated notes.

In addition, upon a change of control, we must offer to repurchase the
senior subordinated notes at 101% of their principal amount, plus accrued
interest. In connection with any such offer, we would comply with the
applicable tender offer rules, including Rule 14e-1, under the Exchange
Act. We are currently prohibited by the senior credit facility from making
such an offer to purchase the senior subordinated notes, and failure to do
so if required would constitute a default under the senior subordinated
notes indenture.

Other events of default under the senior subordinated notes indenture
include default on the payment of principal on the senior subordinated
notes when due; default on the payment of interest on the senior
subordinated notes for a period of 30 days after it is due; default on the
payment (or the acceleration) of certain other indebtedness; default in
other covenants under the senior subordinated notes indenture (in certain
cases after the passage of a period of time or the giving of notice by the
holders or the trustee or both); failure to pay certain final judgments or
orders; and certain events of bankruptcy or insolvency.

The senior subordinated notes are redeemable at a premium to par value
on or after December 15, 2003, which premiums decline annually. At any time
on or after December 15, 2006, the senior subordinated notes are redeemable
at par value.

5% CONVERTIBLE SUBORDINATED NOTES

Mail-Well, Inc. has outstanding $139.1 million in aggregate principal
amount of 5% convertible subordinated notes due November 1, 2002. The
convertible notes are direct, unsecured obligations of Mail-Well, Inc. The
convertible notes may be converted at the option of the holder into one
share of Mail-Well, Inc. stock at a conversion price of $19.00 per share
(equivalent to a conversion rate of 13.1579 shares per $1,000 principal
amount of convertible notes), subject to certain adjustments. The

convertible notes are traded on the New York Stock Exchange under the
symbol "MWL 02." As of October 7, 2002, the closing price of Mail-Well,
Inc.'s common stock was $1.22.

Subject to certain exceptions, the convertible notes are subordinated
to all of our current and future senior debt, which is defined as
indebtedness of Mail-Well, Inc. that is not expressly made, by its
governing instruments, subordinate to or pari passu with the convertible
notes. The convertible notes are also effectively subordinated to all
existing and future indebtedness and liabilities of subsidiaries of
Mail-Well, Inc., including Mail-Well I Corporation. The convertible notes
will be subordinated to the new notes.

The proceeds of the convertible notes were loaned to Mail-Well I
Corporation by Mail-Well, Inc. under a demand note that will be
subordinated to the notes offered hereby.

The convertible notes indenture does not restrict the amount of senior
debt or other indebtedness that may be incurred in the future by Mail-Well,
Inc. or any of its subsidiaries.

In case of any merger or consolidation of Mail-Well, Inc. or the sale
or conveyance by Mail-Well, Inc. of all or substantially all of its assets,
the holder of each outstanding convertible note will have the right to
convert such convertible note into the kind and amount of shares of stock
and other securities and property (including cash) received in such
transaction by a holder of the number of shares of Mail-Well, Inc. stock
into which such convertible note was convertible immediately prior to the
effective date of such transaction.

Mail-Well, Inc. may from time to time reduce the conversion price of
the convertible notes by any amount for any period of at least 20 days, if
the board of directors of Mail-Well, Inc. has made a determination that
such reduction would be in the best interests of Mail-Well, Inc. Mail-Well,
Inc. must give at least 15 days' notice of such reduction.

The events of default under the convertible notes indenture include the
following:

* failure to pay interest upon any convertible note when it becomes due
and payable, and continuance of such default for a period of 30 days;

* failure to pay the principal of (or premium, if any, on) any
convertible note at its maturity;

* failure to pay the redemption price or the repurchase price when and
as due;

* failure to perform any covenant or agreement in the convertible notes
indenture which continues for 60 days after written notice;

* certain defaults under any mortgage, indenture or instrument of
indebtedness of Mail-Well, Inc. or any of its subsidiaries (or the
payment of which is guaranteed by Mail-Well, Inc. or any of its
subsidiaries);

* imposition of certain judgments or decrees against Mail-Well, Inc. or
any subsidiary; and

* certain events of bankruptcy, insolvency or reorganization of
Mail-Well, Inc. or certain subsidiaries.

The convertible notes may be redeemed at the option of Mail-Well, Inc.,
in whole or in part, at any time on or after November 1, 2000, at specified
redemption prices, together with accrued and unpaid interest, if any, to
the date of redemption. The current redemption price is 101% of the
principal amount.

Upon the occurrence of certain change of control events described in
the convertible notes indenture, or a termination of trading in Mail-Well,
Inc. stock on national securities exchanges, occurring prior to the
maturity of the convertible notes, each holder of convertible notes will
have the right, at such holder's option, to require Mail-Well, Inc. to
purchase all or part of such holder's convertible notes at a redemption
price equal to 101% of the principal amount thereof, together with accrued
and unpaid interest thereon. The right to require Mail-Well, Inc. to
repurchase convertible

notes as a result of a change of control could have the effect of delaying
or preventing a change of control or other attempts to acquire control of
Mail-Well, Inc. unless arrangements have been made to enable Mail-Well, Inc.
to repurchase all the convertible notes.

DESCRIPTION OF CAPITAL STOCK

The capital stock of Mail-Well I Corporation consists of 1,000 shares
of common stock, par value $0.01 per share. Holders of the common stock are
entitled to one vote per share at all meetings of stockholders. Dividends
that may be declared on the common stock will be paid in an equal amount to
the holder of each share. No pre-emptive rights are conferred upon the
holders of such stock and there are no liquidation or conversion rights,
nor are there any redemption or sinking fund provisions and there is no
liability to further calls or to assessments by Mail-Well I Corporation.
All of the shares of common stock are issued and outstanding and are held
by Mail-Well, Inc.

MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of the expected material United
States federal income tax considerations with respect to the new notes
relevant to each registered holder who, except as noted below, is a U.S.
holder of the old notes, and who:

(1) purchased the old notes from Mail-Well I Corporation for cash,

(2) exchanges the old notes for new notes in this exchange offer, and

(3) holds the old notes and the new notes as capital assets.

The term "U.S. holder" means a beneficial owner of a new note that is,
for U.S. federal income tax purposes,

(1) an individual who is a citizen or resident of the United States,

(2) a corporation or other entity taxable as a corporation created or
organized in the United States or under the laws of the United
States or of any U.S. state or the District of Columbia,

(3) an estate the income of which is includable in gross income for
U.S. federal income tax purposes regardless of its source, or

(4) a trust if a U.S. court is able to exercise primary supervision
over the trust's administration and one or more U.S. persons have
authority to control all substantial decisions of such trust.

This discussion does not purport to deal with the tax consequences of
owning the new notes to all categories of investors, some of which, such as
insurance companies, tax-exempt organizations, financial institutions,
dealers in securities, investors who own 5% or more of our shares, and
investors whose functional currency is not the U.S. dollar, may be subject
to special rules. We advise prospective holders of new notes to consult
their own tax advisors concerning the overall tax consequences arising in
their own particular situations under U.S. federal, state, local or foreign
law of the ownership of the new notes.

FEDERAL INCOME TAX CONSIDERATIONS

This discussion is based on currently existing provisions of the
Internal Revenue Code of 1986, as amended, existing, temporary and proposed
Treasury regulations promulgated under the I.R.C., and administrative and
judicial interpretations of the I.R.C. and the regulations under it, all as
in effect or proposed on the date of this prospectus and all of which are
subject to change, possibly with retroactive effect, or different
interpretations. This discussion does not address the tax consequences to
subsequent purchasers of new notes and is limited to purchasers who hold
the new notes as capital assets within the meaning of section 1221 of the
I.R.C. Moreover, this discussion does not address all of the tax
consequences that may be relevant to particular registered holders in light
of their personal circumstances, including, for example, persons subject to
the alternative minimum tax provisions of the

I.R.C., or to certain types of initial purchasers, such as certain financial
institutions, insurance companies, tax-exempt entities, dealers in securities,
persons holding new notes as part of a hedging or conversion transaction,
straddle or other risk reduction transactions or U.S. expatriates or persons
who have hedged the risk of owning a senior note, and purchasers whose
functional currency is not U.S. dollars. This discussion also does not address
any aspect of foreign, state or local tax law, or U.S. federal estate and
gift tax law.

Holders are urged to consult their own tax advisors as to the
particular tax consequences to them of the exchange, ownership and
disposition of the new notes, including the applicability of any U.S.
federal tax laws or any foreign, state or local tax laws, and any changes
or proposed changes in applicable tax laws or interpretations of them.

U.S. FEDERAL INCOME TAXATION OF THE EXCHANGE OF OLD NOTES FOR NEW NOTES

A beneficial owner of an old note will not recognize any taxable gain
or loss on the exchange of an old note for a new note, and the beneficial
owner's tax basis and holding period in the new note will be the same as in
the old note.

The federal income tax regulations provide that gain or loss is
realized on the sale of property or on the "exchange of property for other
property differing materially, either in kind or in extent." Treas. Reg.
Section 1.1001-1(a). In 1991, the United State Supreme Court reviewed this
regulation in Cottage Savings Association v. Commissioner, 499 U.S. 554
(1991). In Cottage, a savings and loan association engaged in a series of
purchases and sales of mortgage participation interests. In each
transaction, the taxpayer sold mortgage participation interests to another
financial institution and purchased substantially identical mortgage
participation interests from the other institution. Although cast as sales
and purchases, the holders exchanged mortgage participation interests. The
taxpayer treated the exchanges as realization events under section 1001 of
the I.R.C. and claimed losses. The I.R.S. sought to disallow the losses on
the ground that the exchanged properties were economically equivalent and
thus did not differ materially within the meaning of Section 1.1001-1(a) of
the regulations.

The Court held that the taxpayer had realized a loss. After concluding
that Section 1.001-1 of the regulations is a reasonable interpretation of
section 1001(a) of the I.R.C., the Court determined that, because the
participation interests exchanged by the taxpayer were derived from loans
made to different obligors and secured by different homes, the exchanged
interests embodied legally distinct entitlements and therefore were
materially different. Thus, the transaction resulted in a taxable sale or
disposition under section 1001 of the I.R.C.

In response to the issues raised by the Cottage decision, and in an
effort to provide certainty, the I.R.S. issued regulations under section
1001 of the I.R.C. to deal explicitly with the modification of debt
instruments. The regulations define when a modification will be deemed to
be an exchange of the original instrument or a modified instrument that
differs materially either in kind or in extent.

The new regulations are found in Treas. Reg. Section 1.1001-3. Under
the general rule, a "significant modification" of a debt instrument is
treated as an exchange of the original instrument for a modified instrument
that differs materially either in kind or extent. Modifications that are
not significant modifications are not exchanges.

TAXATION OF INTEREST

This discussion assumes that the new notes will be treated as debt, not
equity, for U.S. federal income tax purposes. Interest paid or accrued on a
new note will be taxable to a U.S. holder as ordinary interest income,
generally at the time it is received or accrued, in accordance with such
holder's regular method of accounting for U.S. federal income tax purposes.

We intend to take the position, which generally will be binding on all
U.S. holders, that the new notes are not issued with "OID," or original
issue discount, for U.S. federal income tax purposes and

that no amounts other than stated interest will be treated as interest. This
position is based on the assumption that the price at which the new notes
are sold to the public will equal their face amount, or will be within the
de minimis exception for OID. This position also is based on the view that
the likelihood of the payment of liquidated damages, as of the date the new
notes are issued, is remote. In the unlikely event that liquidated damages
are paid, then such liquidated damages may be treated as OID, includable by
a U.S. holder in income as such interest accrues, in advance of receipt of
any cash payment of such interest.

SALE, REDEMPTION OR RETIREMENT OF THE NEW NOTES

Upon the sale, redemption, retirement at maturity or other taxable
disposition of a new note, a U.S. holder generally will recognize gain or
loss equal to the difference, if any, between

(1) the sum of cash plus the fair market value of all other property
received on disposition, except to the extent such cash or property
is attributable to accrued but unpaid interest not previously
included in income, which will be taxable as ordinary income, and

(2) the U.S. holder's tax basis in the new note, which is generally its
cost.

Gain or loss recognized on the disposition of a new note generally will
be capital gain or loss and will be long-term capital gain or loss if, at
the time of disposition, the new note had been held for more than one year.
In the case of a U.S. holder who is an individual, the maximum long-term
capital gains rate is 20%.

BACKUP WITHHOLDING AND INFORMATION REPORTING

Information reporting requirements may apply to certain payments made
by a U.S. paying agent or other U.S. intermediary of principal, premium, if
any, and interest on a new note and to proceeds of the sale or other
disposition of a new note. In addition, backup withholding at the rate of
31% may apply to these payments if a U.S. holder fails to furnish its
taxpayer identification number, which is its social security or employer
identification number, certify that the number is correct, certify that the
U.S. holder is not subject to backup withholding or otherwise comply with
the applicable requirements of the backup withholding rules. Certain U.S.
holders, including corporations, generally are not subject to backup
withholding and information reporting. Recently issued Treasury Regulations
modify some of the certification requirements for backup withholding. These
modifications generally will apply to payments made after December 31,
1998. Any amounts withheld under the backup withholding rules from a
payment to a U.S. holder generally will be allowed as a credit against the
U.S. holder's U.S. federal income tax and may entitle the U.S. holder to a
refund, provided that the required information is furnished to the Internal
Revenue Service.

U.S. FEDERAL INCOME TAXATION OF NON-U.S. HOLDERS

The following discussion is limited to the U.S. federal income tax
consequences relevant to a holder of a new note that is not a U.S. holder.
We refer to these holders as "non-U.S. holders."

PAYMENT OF INTEREST ON NEW NOTES

Payment of interest on the new notes to a non-U.S. holder generally
will be exempt from U.S. federal income and withholding tax if the interest
is not effectively connected with the conduct of a trade or business within
the United States by the non-U.S. holder and the non-U.S. holder:

(1) does not actually or constructively own 10% or more of the total
combined voting power of all classes of stock of Mail-Well I
Corporation;

(2) is not a controlled foreign corporation with respect to which
Mail-Well I Corporation is a "related person" within the meaning of
the I.R.C.; and

100

(3) certifies, under penalties of perjury, that the holder is not a
U.S. person and provides the holder's name and address.

SALE, REDEMPTION OR RETIREMENT OF THE NEW NOTES

A non-U.S. holder generally will not be subject to U.S. federal income
tax, and generally no tax will be withheld, with respect to gain realized
on the sale, redemption, retirement at maturity or other disposition of a
new note unless:

(1) the non-U.S. holder is an individual who is present in the United
States for 183 or more days in the taxable year of the sale,
redemption, retirement at maturity or other disposition of the new
note and certain other conditions are met; or

(2) the gain is treated as effectively connected with a U.S. trade or
business conducted by the non-U.S. holder.

WITHHOLDING, REPORTING AND CERTIFICATION REQUIREMENTS

New regulations effective for payments made after December 31, 1999, do
not alter the substantive withholding and incorporation reporting
requirements, but unify current certification procedures regarding
withholding, backup withholding and information reporting on certain
amounts paid to persons other than "United States persons" within the
meaning of the I.R.C. Prospective investors should consult their tax
advisors concerning the effect, if any, of these new regulations on an
investment in the new notes.

THE FOREGOING SUMMARY OF UNITED STATES TAX CONSEQUENCES IS BASED ON THE
APPLICABLE UNITED STATES LAW AND REGULATIONS, ADMINISTRATIVE RULINGS AND
PRACTICES OF THE UNITED STATES, ALL AS THEY EXIST AS OF THE DATE OF THIS
PROSPECTUS. THIS SUMMARY DOES NOT DISCUSS ALL ASPECTS THAT MAY BE RELEVANT
TO PROSPECTIVE INVESTORS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.
PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT TO THEIR OWN PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABILITY
AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS, ESTATE TAX LAWS AND
PROPOSED CHANGES IN APPLICABLE LAWS.

101

PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account pursuant
to this exchange offer must acknowledge that it will deliver a prospectus
in connection with any resale of the new notes. A broker-dealer may use
this prospectus, as it may be amended or supplemented from time to time, in
connection with resales of new notes received in exchange for old notes
where such old notes were acquired as a result of market-making activities
or other trading activities. We have agreed to make this prospectus, as
amended or supplemented, available to any broker-dealer for use in
connection with any such resale. In addition, until , 2002,
------------
all dealers effecting transactions in the new notes may be required to
deliver a prospectus.

We will not receive any proceeds from any sale of new notes by any
broker-dealer. New notes received by broker-dealers for their own account
pursuant to this exchange offer may be sold from time to time in one or
more transactions in the following manners:

* in the over-the-counter market;

* in negotiated transactions;

* through the writing of options on the new notes;

* through a combination of such methods of resale.

The sales may be at any of the following prices:

* market prices prevailing at the time of resale;

* prices related to such prevailing market prices;

* negotiated prices.

Any resale may be made directly to purchasers or to or through brokers
or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such new
notes.

Any broker-dealer that resells new notes that were received by it for
its own account pursuant to this exchange offer and any broker or dealer
that participates in a distribution of such new notes may be deemed to be
an "underwriter" within the meaning of the Securities Act. Any profit on
any such resale of new 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.

For a period of 180 days after the expiration date of the exchange
offer, we will promptly send additional copies of this prospectus and any
amendment or supplement to this prospectus to any broker-dealer that
requests such documents in the letter of transmittal. We have agreed to pay
all expenses incident to the exchange offer (including the expenses of one
counsel for the registered holders of the old notes) other than commissions
or concessions of any brokers or dealers, and will indemnify the holders,
including any broker-dealers, against certain liabilities, including
liabilities under the Securities Act.

We have not entered into any arrangements or understandings with any
person to distribute the new notes to be received in this exchange offer.

There is no existing market for the new notes and although the new
notes will be traded in the over-the-counter market, there can be no
assurance as to the liquidity of any market that may develop for the new
notes, the ability of the holders of the new notes to sell their new notes
or the price at which holders would be able to sell their new notes. Future
trading prices of the new notes will depend on many factors, including,
among other things:

* prevailing interest rates;

102

* our operating results;

* the market for similar securities.

The initial purchasers of the old notes have advised us that they are
making a market in the old notes, and intend to make a market in the new
notes, subject to the limits imposed by the Securities Act and the Exchange
Act; however, they are not obligated to do so, and may discontinue such
market-making at any time without notice. Therefore, no assurance can be
given as to the liquidity of the trading market for the new notes. In
addition, such market-making activities may be limited during the exchange
offer and the pendency of any shelf registration statement relating to the
new notes.

This prospectus does not constitute an offer to purchase or a
solicitation of an offer to sell any of the new notes in any jurisdiction
in which such an offer or a solicitation is unlawful.

LEGAL MATTERS

Faegre & Benson LLP, Denver, Colorado, will pass upon the validity of
the new notes for us.

EXPERTS

The consolidated financial statements of Mail-Well, Inc. as of December
31, 2001 and 2000 and for each of the three years in the period ended
December 31, 2001 included in this prospectus, have been audited by Ernst &
Young LLP, independent auditors, as stated in their report appearing
herein.

WHERE YOU CAN FIND MORE INFORMATION

Our parent company, Mail-Well, Inc., is subject to the informational
requirements of the Exchange Act, and in accordance with the requirements
of the Exchange Act files reports and other information with the SEC. You may
read and, for a fee, copy any document that we file with the SEC at the public
reference facility maintained by the SEC at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549. Copies of these documents may
also be obtained at prescribed rates from the Public Reference Section of the
SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549. You may also obtain the documents that we file electronically from
the SEC's web site at http://www.sec.gov. While any notes remain
outstanding, we will make available, upon request, to any beneficial owner
and any prospective purchaser of notes the information required pursuant to
Rule 144A(d)(4) under the Securities Act during any period in which we are
not subject to Section 13 or 15(d) of the Exchange Act. Any such request
should be directed to our Secretary at Mail-Well, Inc., 8310 S. Valley
Highway, #400, Englewood, Colorado 80112.

Incorporated by reference in this prospectus are the sections captioned
"Director Compensation," "Compensation Committee Interlocks and Insider
Participation," "Executive Compensation," "Summary Compensation Table,"
"2001 Long-Term Equity Incentive Plan," "Option Grants in 2001,"
"Aggregated Option Exercises in 2001 and 2001 Year-End Option Values,"
"2001 Long-Term Incentive Plans Award in 2001," "Executive Agreements,"
"Compensation Committee Report on Executive Compensation" and "Stock Price
Performance Graph" appearing in Mail-Well, Inc.'s Proxy Statement filed
pursuant to Regulation 14A on March 25, 2002, Commission File No. 01-12551,
in connection with our 2002 Annual Meeting of Stockholders.

103

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Auditors.............................. F-2

Consolidated Balance Sheets as of June 30, 2002, December
31, 2001 and December 31, 2000............................ F-3

Consolidated Statements of Operations for the six months
ended June 30, 2002 and 2001 and the years ended December
31, 2001, 2000 and 1999................................... F-4

Consolidated Statements of Cash Flows for the six months
ended June 30, 2002 and 2001 and the years ended December
31, 2001, 2000 and 1999................................... F-5

Consolidated Statements of Changes in Shareholders' Equity
for the period ended June 30, 2002 and the years ended
December 31, 2001, 2000 and 1999.......................... F-6

Notes to Consolidated Financial Statements.................. F-7

F-1

REPORT OF INDEPENDENT AUDITORS

The Shareholders and Board of Directors
Mail-Well, Inc.

We have audited the accompanying consolidated balance sheets of
Mail-Well, Inc. and subsidiaries as of December 31, 2001 and 2000, and the
related consolidated statements of operations, changes in shareholders'
equity 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 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Mail-Well, Inc. and subsidiaries at December 31, 2001 and 2000,
and the consolidated results of their operations and their 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

Denver, Colorado
January 23, 2002

Except for Note 3, as to which
the date is June 23, 2002

F-2

MAIL-WELL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

JUNE 30, 2002 DECEMBER 31
-------------- ---------------------------
(UNAUDITED) 2001 2000
-------------- ---------- ----------

Assets
Current assets:
Cash and cash equivalents..................... $ 147,694 $ 894 $ 462
Accounts receivable, net...................... 201,114 230,770 227,343
Inventories, net.............................. 111,164 110,859 139,041
Net assets of discontinued operations......... -- 129,568 231,388
Net assets held for sale...................... 50,340 52,368 --
Other current assets.......................... 84,792 71,137 63,611
---------- ---------- ----------
Total current assets...................... 595,104 595,596 661,845
Property, plant and equipment, net................ 401,088 422,278 480,327
Goodwill and other intangible assets, net......... 413,874 411,416 496,152
Other assets, net................................. 37,057 46,286 45,268
---------- ---------- ----------
Total assets...................................... $1,447,123 $1,475,576 $1,683,592
========== ========== ==========
Liabilities and shareholders' equity
Current liabilities:
Accounts payable.............................. $ 145,173 $ 160,040 $ 136,548
Accrued compensation and related
liabilities................................. 49,669 50,757 55,203
Other current liabilities..................... 58,316 62,499 66,335
Current maturities of long-term debt.......... 144,426 303,170 40,375
---------- ---------- ----------
Total current liabilities................. 397,584 576,466 298,461

Long-term debt.................................... 794,867 552,051 881,976
Deferred income taxes............................. 50,622 88,393 91,090
Other liabilities................................. 17,259 16,789 26,212
---------- ---------- ----------
Total liabilities................................. 1,260,332 1,233,699 1,297,739
Commitments and contingencies
Shareholders' equity:
Preferred stock, $0.01 par value; 25,000
shares authorized, none issued.............. -- -- --
Common stock, $0.01 par value; 100,000,000
shares authorized, 48,225,031, 48,325,801
and 47,454,879 shares issued and outstanding
as of June 30 2002, December 31, 2001 and
December 31, 2000, respectively............. 482 483 474
Paid-in capital............................... 213,711 214,138 210,067
Retained earnings............................. (13,207) 46,623 182,840
Deferred compensation......................... (2,618) (3,359) --
Accumulated other comprehensive loss.......... (11,577) (16,008) (7,528)
---------- ---------- ----------
Total shareholders' equity................ 186,791 241,877 385,853
---------- ---------- ----------
Total liabilities and shareholders' equity........ $1,447,123 $1,475,576 $1,683,592
========== ========== ==========

See notes to consolidated financial statements.

F-3

MAIL-WELL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except earnings per share amounts)

SIX MONTHS ENDED
JUNE 30
-----------------------
(UNAUDITED) YEAR ENDED DECEMBER 31
----------------------- --------------------------------------------
2002 2001 2001 2000 1999
-------- -------- ---------- ---------- ----------

Net sales................................... $864,449 $960,336 $1,868,768 $2,044,350 $1,699,222
Cost of sales............................... 697,582 755,999 1,481,135 1,599,613 1,315,735
-------- -------- ---------- ---------- ----------
Gross profit................................ 166,867 204,337 387,633 444,737 383,487
Operating expenses:
Selling, general and administrative..... 137,239 142,896 277,004 283,983 221,201
Amortization of intangibles............. 1,016 8,456 16,197 16,052 11,478
Impairment loss on assets held for
sale.................................. 8,871 8,807 2,945 -- --
Impairment on former discontinued
operation............................. 10,407 -- 33,578 -- --
Restructuring, asset impairments and
other charges......................... 23,800 20,049 43,085 14,488 1,807
-------- -------- ---------- ---------- ----------
Operating income............................ (14,466) 24,129 14,824 130,214 149,001
Other (income) expense:
Interest expense........................ 33,878 33,771 63,314 72,997 45,811
Other (income) expense.................. 337 984 1,923 847 (1,228)
-------- -------- ---------- ---------- ----------
Income (loss) from continuing operations,
before income items....................... (48,681) (10,626) (50,413) 56,370 104,418
Provision (benefit) for income taxes........ (7,128) (1,126) (5,200) 21,624 42,421
-------- -------- ---------- ---------- ----------
Income (loss) from continuing operations.... (41,553) (9,500) (45,213) 34,746 61,997
Income (loss) from discontinued
operations................................ -- (2,982) (2,982) (8,575) 2,485
Loss on disposal of discontinued
operations................................ (8,152) (76,421) (88,022) -- --
-------- -------- ---------- ---------- ----------
Income (loss) before extraordinary items.... (49,705) (88,903) (136,217) 26,171 64,482
Extraordinary items......................... (10,125) -- -- 1,447 --
-------- -------- ---------- ---------- ----------
Net income (loss)........................... $(59,830) $(88,903) $ (136,217) $ 27,618 $ 64,482
======== ======== ========== ========== ==========
Earnings (loss) per share--basic:
Continuing operations................... $ (0.87) $ (0.20) $ (0.95) $ 0.71 $ 1.27
Discontinued operations................. (0.17) (1.67) (1.91) (0.18) 0.05
Extraordinary items..................... (0.22) -- -- 0.03 --
-------- -------- ---------- ---------- ----------
Earnings (loss) per share--basic........ $ (1.26) $ (1.87) $ (2.86) $ 0.57 $ 1.32
======== ======== ========== ========== ==========
Earnings (loss) per share--diluted:
Continuing operations................... $ (0.87) $ (0.20) $ (0.95) $ 0.70 $ 1.16
Discontinued operations................. (0.17) (1.67) (1.91) (0.17) 0.04
Extraordinary items..................... (0.22) -- -- 0.03 --
-------- -------- ---------- ---------- ----------
Earnings (loss) per share--diluted...... $ (1.26) $ (1.87) $ (2.86) $ 0.56 $ 1.20
======== ======== ========== ========== ==========
Weighted average shares--basic.......... 47,663 47,460 47,562 48,789 48,990
Weighted average shares--diluted........ 47,663 47,460 47,562 56,678 58,154

See notes to consolidated financial statements.

F-4

MAIL-WELL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)

SIX MONTHS ENDED
JUNE 30
---------------------
(UNAUDITED) YEAR ENDED DECEMBER 31
--------------------- ----------------------------------
2002 2001 2001 2000 1999
--------- --------- --------- ---------- ---------

Cash flows from operating activities:
Income (loss) from continuing operations.................. $ (41,553) $ (9,500) $ (45,213) $ 34,746 $ 61,997
Adjustments to reconcile income (loss) from continuing
operations to net cash provided by operating activities:
Depreciation............................................ 23,021 24,400 47,199 48,379 36,853
Amortization............................................ 4,060 11,390 22,203 20,763 13,624
Noncash portion of restructuring and impairment
charges................................................ 30,256 -- 47,596 4,048 --
Deferred income taxes................................... (4,067) 8,630 2,850 8,121 12,471
Loss (gain) on disposal of assets....................... 535 (98) 1,241 (703) (1,185)
Other noncash charges (credits), net.................... 69 1,004 958 902 (1,186)
Changes in operating assets and liabilities, excluding the
effects of acquired businesses:
Accounts and other receivables.......................... 33,112 25,606 57,135 (11,184) (15,169)
Inventories............................................. 1,576 4,127 20,160 1,269 (13,011)
Accounts payable and accrued compensation............... (10,556) 22,838 24,942 21,794 18,844
Income tax payable...................................... (7,253) (5,536) (3,611) 28,228 9,050
Other working capital changes........................... (23,381) (5,331) (3,359) (489) (2,218)
Other, net.............................................. 1,279 233 (1,166) (2,702) (2,566)
--------- --------- --------- ---------- ---------
Net cash provided by operating activities............. 14,351 84,531 170,935 153,172 117,504
Cash flows from investing activities:
Acquisitions, net of cash acquired...................... (1,021) (3,844) (3,838) (226,669) (131,497)
Capital expenditures.................................... (21,409) (17,208) (32,742) (67,063) (70,605)
Proceeds from divestiture............................... 96,887 -- -- 110,646 --
Proceeds from sales of property and equipment........... 6,053 3,340 3,782 31,137 7,274
Purchase of investment.................................. -- -- (100) (1,500) --
--------- --------- --------- ---------- ---------
Net cash used in investing activities................. 80,510 (17,712) (32,898) (153,449) (194,828)
Cash flows from financing activities:
Increase (decrease) in accounts receivable financing
facility............................................... -- (75,000) (75,000) (73,500) 95,900
Proceeds from exercise of stock options................. 18 6 413 335 2,029
Proceeds from issuance of long-term debt................ 706,288 361,530 634,404 1,131,069 386,116
Repayments of long-term debt............................ (629,114) (378,186) (699,522) (879,765) (315,251)
Capitalized loan fees................................... (16,574) (2,260) (4,439) (15,002) (1,481)
Repurchases of common stock............................. -- -- -- (10,000) --
Redemption of a nonvoting common stock of a
subsidiary............................................. -- -- -- (3,508) --
--------- --------- --------- ---------- ---------
Net cash provided by (used in) financing activities... 60,618 (93,910) (144,144) 149,629 167,313
Effect of exchange rate changes on cash and cash
equivalents................................................ (129) (22) (73) (10) 25
Cash flows from discontinued operations..................... (8,550) 28,135 6,612 (149,052) (90,095)
--------- --------- --------- ---------- ---------
Net increase (decrease) in cash and cash
equivalents.......................................... 146,800 1,022 432 290 (81)
Cash and cash equivalents at beginning of period............ 894 589 462 172 253
--------- --------- --------- ---------- ---------
Cash and cash equivalents at end of period.................. $ 147,694 $ 1,611 $ 894 $ 462 $ 172
========= ========= ========= ========== =========

See notes to consolidated financial statements.

F-5

MAIL-WELL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(in thousands)

ACCUMULATED
OTHER TOTAL
COMMON PAID-IN RETAINED DEFERRED COMPREHENSIVE SHAREHOLDERS'
STOCK CAPITAL EARNINGS COMPENSATION INCOME (LOSS) EQUITY
------ -------- --------- ------------ ------------- -------------

Balance at December 31, 1998.................. $488 $217,218 $ 90,740 $ -- $ (9,071) $ 299,375
Comprehensive income:
Net income.................................. 64,482 64,482
Other comprehensive income (loss):
Pension liability adjustment, net of tax
of $76................................... 122 122
Currency translation adjustment........... 8,768 8,768
Unrealized loss on investment, net of tax
benefit of $11........................... (18) (18)
---------
Other comprehensive income.................. 8,872
---------
Total comprehensive income................ 73,354
Exercise of stock options..................... 4 2,025 2,029
Adjustment to deferred tax asset for:
Pooled entities............................. (168) (168)
Stock options............................... 757 757
Other......................................... (37) (37)
---- -------- --------- ------- -------- ---------
Balance at December 31, 1999.................. 492 219,795 155,222 -- (199) 375,310
Comprehensive income:
Net income.................................. 27,618 27,618
Other comprehensive income (loss):
Pension liability adjustment, net of tax
benefit of $72........................... (115) (115)
Currency translation adjustment........... (6,555) (6,555)
Unrealized loss on investments, net of tax
benefit of $412.......................... (659) (659)
---------
Other comprehensive loss.................... (7,329)
---------
Total comprehensive income................ 20,289
Exercise of stock options..................... 1 334 335
Purchase and retirement of common stock....... (18) (9,982) (10,000)
Other......................................... (1) (80) (81)
---- -------- --------- ------- -------- ---------
Balance at December 31, 2000.................. 474 210,067 182,840 -- (7,528) 385,853
Comprehensive income (loss):
Net loss.................................... (136,217) (136,217)
Other comprehensive income (loss):
Pension liability adjustment, net of tax
benefit of $581.......................... (928) (928)
Currency translation adjustment........... (8,467) (8,467)
Unrealized loss on investments, net of tax
of $119.................................. 915 915
---------
Other comprehensive loss.................... (8,480)
---------
Total comprehensive loss.................. (144,697)
Exercise of stock options..................... 2 411 413
Deferred compensation......................... 7 3,679 (3,686) --
Amortization of deferred compensation......... 327 327
Other......................................... (19) (19)
---- -------- --------- ------- -------- ---------
Balance at December 31, 2001.................. 483 214,138 46,623 (3,359) (16,008) 241,877
Net Loss (unaudited).......................... (59,830) (59,830)
Currency translation adjustment (unaudited)... 4,431 4,431
---------
Total other comprehensive loss
(unaudited).............................. (55,399)
Cancelled Performance-Based Restricted Shares
(unaudited).................................. (1) (451) 452 --
Exercise of stock options (unaudited)......... 24 24
Amortization of deferred compensation
(unaudited).................................. 289 289
---- -------- --------- ------- -------- ---------
Balance at June 30, 2002 (unaudited).......... $482 $213,711 $ (13,207) $(2,618) $(11,577) $ 186,791
==== ======== ========= ======= ======== =========

See notes to consolidated financial statements.

F-6

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

Mail-Well, Inc. and subsidiaries (collectively, the "Company") prints
and manufactures envelopes in the United States and Canada and is a leading
commercial printer in the United States. The Company is also a printer of
custom documents for the distributor market. The Company, headquartered in
Englewood, Colorado, is organized under Colorado law, and its common stock
is traded on the New York Stock Exchange.

BASIS OF PRESENTATION

The consolidated financial statements include the accounts of
Mail-Well, Inc. and its subsidiaries. All significant intercompany accounts
and transactions have been eliminated. Except as otherwise noted, all
amounts and disclosures have been restated to reflect only the Company's
continuing operations (see note 3).

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues
and expenses during the reporting periods. Actual results could differ from
those estimates.

The accompanying condensed consolidated financial statements for the
periods ended June 30, 2002 and 2001 have been prepared in accordance with
generally accepted accounting principles for interim financial statements
and with the instructions to Form 10-Q and Article 10 of Regulation S-X and
are unaudited. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the six-month period
ended June 30, 2002 are not necessarily indicative of the results that may
be expected for the year ended December 31, 2002.

REVENUE RECOGNITION

Revenue is recognized at the time product is shipped or title passes
pursuant to the terms of the agreement with the customer, the amount due
from the customer is fixed, and collectibility of the related receivable is
reasonably assured.

SHIPPING AND HANDLING COSTS

Shipping and handling costs are included in cost of sales in the
consolidated statements of operations. Shipping and handling costs billed
to customers are recognized in net sales.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on deposit and investments with
original maturities of three-months or less. Cash and cash equivalents are
stated at cost, which approximates fair value.

ACCOUNTS RECEIVABLE

The Company maintains an allowance for doubtful accounts based upon the
expected collectibility of accounts receivable. Allowances for doubtful
accounts of $5.5 million and $4.9 million have been applied as reductions
of accounts receivable at December 31, 2001 and 2000, respectively.

F-7

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

INVENTORIES

Inventory values include all costs directly associated with
manufacturing products: materials, labor and manufacturing overhead. These
values are presented at the lower of cost or market, with cost determined
on a first-in, first-out basis.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost. When assets are
retired or otherwise disposed of, the related costs and accumulated
depreciation are removed from the accounts and any resulting gain or loss
is reflected in operations. Expenditures for repairs and maintenance are
charged to expense as incurred, and expenditures that increase the
capacity, efficiency or useful lives of existing assets are capitalized.

For financial reporting purposes, depreciation is calculated using the
straight-line method based on the estimated useful lives of 15 to 45 years
for buildings and improvements, 10 to 15 years for machinery and equipment
and three to 10 years for furniture and fixtures. For tax purposes,
depreciation is computed using accelerated methods.

GOODWILL AND OTHER INTANGIBLES

Goodwill represents the excess of acquisition costs over the fair value
of net assets of businesses acquired and prior to the adoption of Statement
of Financial Accounting Standards No. 142, Goodwill and Other Intangible
Assets ("SFAS 142") on January 1, 2002 was amortized on a straight-line
basis over 40 years. Other intangible assets primarily arise from the
purchase price allocations of businesses acquired and are based on
independent appraisals or internal estimates and are amortized on a
straight-line basis over appropriate periods. Accumulated amortization for
goodwill and other intangibles was $57.6 million, $59.5 million and $51.1
million at June 30, 2002, December 31, 2001 and 2000, respectively.

In accordance with the provisions of SFAS 142, the Company ceased
amortizing goodwill on January 1, 2002. Had SFAS 142 been in effect on
January 1, 2001, the Company would not have recorded goodwill amortization
expense of $7.0 million for the six months ended June 30, 2001. The
following table summarizes the reported net losses for the six months ended
June 30, 2002 and June 30, 2001, adjusted to exclude goodwill amortization
expense, and the related tax effect, that would not have been recorded had
the provisions of SFAS 142 been in effect January 1, 2001 (in thousands,
except per share amounts):

SIX MONTHS ENDED
---------------------------------
JUNE 30, 2002 JUNE 30, 2001
------------- -------------
(UNAUDITED) (UNAUDITED)
------------- -------------

Reported net loss........................................... $(59,830) $(88,903)
Goodwill amortization, net of tax........................... -- 6,110
-------- --------
Adjusted net loss....................................... $(59,830) $(82,793)
======== ========
Basic and diluted loss per share--as reported............... $ (1.26) $ (1.87)
Basic and diluted loss per share--adjusted.................. $ (1.26) $ (1.74)

F-8

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

The following is a summary of other intangible assets, net of related
accumulated amortization (in thousands):

PRINTED
COMMERCIAL OFFICE
ENVELOPE PRINTING PRODUCTS TOTAL
-------- ---------- -------- -------

Trademarks and tradenames..................... $ 8,260 $ -- $4,704 $12,964
Patents....................................... 2,021 -- -- 2,021
Non-compete agreements........................ 1,038 1,729 -- 2,767
Other......................................... 429 881 481 1,791
------- ------ ------ -------
Balance as of June 30, 2002............... $11,748 $2,610 $5,185 $19,543
======= ====== ====== =======

Other intangible assets are all subject to amortization and have
original estimated useful lives as follows: Trademarks--43 years;
Tradenames--35 years; Patents--12 years; Non-compete agreements-- 5 years;
Other--10-40 years. The estimated amortization expense for each of the
succeeding five years is as follows: $2.2 million, $1.9 million, $0.7
million, $0.6 million and $0.6 million.

IMPAIRMENT OF LONG-LIVED ASSETS

Impaired assets are written down to their estimated fair market value.
At December 31, 2001, all long-lived assets, including goodwill and other
intangibles, were evaluated for impairment on the basis of undiscounted
cash flows whenever events or changes in circumstances indicate that the
carrying value of the assets may not be recoverable, as measured by
comparing their net book value to the estimated future undiscounted cash
flows generated by their use.

FOREIGN CURRENCY TRANSLATION

Assets and liabilities of subsidiaries operating outside the United
States with a functional currency other than the U.S. dollar are translated
at current exchange rates. Income and expense items are translated at the
average rates for the year. The effects of translation are included as a
component of other comprehensive income. Foreign currency transaction gains
and losses are recorded in income when realized.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets.
Statement 141 requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001. Statement 141 also
includes guidance on the initial recognition and measurement of goodwill
and other intangible assets arising from business combinations completed
after June 30, 2001. Statement 142 prohibits the amortization of goodwill
and intangible assets with indefinite useful lives. Statement 142 requires
that these assets be reviewed for impairment at least annually. Intangible
assets with finite lives will continue to be amortized over their estimated
useful lives. Additionally, Statement 142 requires that goodwill included
in the carrying value of equity method investments no longer be amortized.

Mail-Well began its application of Statement 142 beginning in the first
quarter of 2002. The Company has completed the first step of the two-step
process prescribed in Statement 142 to test goodwill for impairment and has
concluded that a portion of the $213.5 million of goodwill related to its
commercial printing business is impaired. The extent of this impairment
will not be known until the Company has completed step two of the process.
The Company will recognize the amount of the

F-9

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

impairment as a cumulative effect of a change in accounting principle as of
January 1, 2002 when it is determined.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations. Statement 143 addresses financial accounting and
reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. Mail-Well will
adopt Statement 143 in the first quarter of fiscal year 2003. The Company
is evaluating the impact of the adoption of Statement 143 on the
consolidated financial statements.

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform with the
current year presentation.

2. ACQUISITIONS

The acquisitions described below have been accounted for as purchases;
accordingly, the assets and liabilities of the acquired companies have been
recorded at their estimated fair values with the excess of the purchase
price over the estimated fair values recorded as goodwill. Certain of the
Company's acquisition agreements provide for deferred payments by the
Company, contingent upon future revenues or profits of the companies
acquired. Such payments are capitalized and recorded as goodwill. The
financial statements reflect the operations of the acquired businesses,
from their respective acquisition dates.

ACQUISITION OF AMERICAN BUSINESS PRODUCTS, INC.

In February 2000, the Company acquired American Business Products, Inc.
("ABP") in a cash tender offer, in which the total value of the
transaction, including the assumption of debt, was approximately $338.5
million. Goodwill recorded as a result of this acquisition was $154.6
million. In

F-10

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

September 2000, the Company sold Jen-Coat, the extrusion and coating
laminating business unit of ABP, for $110.6 million. In February 2002, the
Company sold Curtis 1000 Inc. ("Curtis 1000"), another business unit
acquired in the ABP acquisition. Jen-Coat and Curtis 1000 have been
included within the discontinued operations. Two other ABP business units,
International Envelope and Discount Labels, have been included in continuing
operations. International Envelope, which is an operation in the Envelope
segment, was allocated $75.9 million of the ABP purchase price including
goodwill of $39.1 million. Discount Labels, which is an operation in the
Printed Office Products segment, was allocated purchase price of $59.5
million including goodwill of $42.2 million.

ACQUISITION OF PORTER CHADBURN, PLC

In April 1999, the Company acquired Porter Chadburn, plc ("Porter
Chadburn") for $102.7 million. The Lancer Label operations of Porter
Chadburn are included in the Printed Office Products segment. The Porter
Chadburn purchase price allocated to Lancer Label was $21.3 million
including goodwill of $14.6 million. All other Porter Chadburn operations
are included within the discontinued operations.

ACQUISITIONS IN THE COMMERCIAL PRINTING SEGMENT

In January 2000, the Company acquired the assets and assumed certain
liabilities of Braceland Brothers, Inc., located in Philadelphia,
Pennsylvania; Atlanta, Georgia; and Steubenville, Ohio, for $13.7 million.
The Philadelphia location has been closed. Goodwill recorded as a result of
this acquisition was $3.1 million.

In May 2000, the Company purchased the stock of Craftsmen Litho, Inc.,
located in Waterbury, Connecticut, for $9.3 million. Goodwill recorded as a
result of this acquisition was $5.5 million.

In June 2000, the Company purchased the stock of Strathmore Press,
Inc., located in Cherry Hill, New Jersey, for $9.3 million. This company
has been consolidated with another operation in the Philadelphia area.
Goodwill recorded as a result of this acquisition was $4.9 million.

During 1999, the Company paid $103.6 million and assumed debt of $1.6
million to acquire seven commercial printing companies. The goodwill
recorded in connection with these acquisitions was approximately $63.4
million.

OTHER ACQUISITIONS IN THE ENVELOPE SEGMENT

In July 2000, the Company purchased the stock of CML Industries Ltd., a
supplier of envelopes and converted paper products located in Ontario and
Quebec, Canada, for $20.9 million. Goodwill recorded as a result of this
acquisition was $12.1 million.

In October 1999, the Company purchased the stock of Northeastern
Envelope, located in Braintree, Massachusetts, for $2.6 million. Goodwill
recorded as a result of this acquisition was $1.3 million.

3. DISCONTINUED OPERATIONS

In June 2001, the Company announced plans to sell its Label and Printed
Office Products operating segments. The Printed Office Products segment was
comprised of two separate businesses, Curtis 1000 and PrintXcel. The Label
and Printed Office Products segments were segregated from continuing
operations and reported as discontinued operations for all periods
presented through June 30, 2002. On February 22, 2002, the Company sold
the stock of Curtis 1000 for $40.0 million, including the assumption of
debt. On May 21, 2002, the Company sold the Label operating segment for
$75.0

F-11

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

million. In June 2002, the Company decided that it would not sell
PrintXcel. Accordingly, PrintXcel has been reclassified to continuing
operations for all periods presented.

The reported loss on the disposition of the Label segment and Curtis
1000 as of June 30, 2002 includes adjustments to the net realizable value
of these operations based on actual proceeds received, costs associated
with the dispositions, the earnings or losses from the operations through
the date of disposition and the related income tax expense.

In September 2000, the Company sold Jen-Coat, the extrusion coating and
laminating business segment of ABP. The operating results of this business
unit were recorded as discontinued operations in the 2000 consolidated
statement of operations.

Interest expense has been allocated to the operating results and the
expected earnings included in the calculation of the loss on disposal of
discontinued operations based upon the relative net assets of Jen-Coat,
Label and Curtis 1000. This allocation of interest totaled $3.7 million and
$7.9 million for the six months ended June 30, 2002 and 2001, respectively,
and totaled $15.6 million, $19.1 million and $9.4 million for the years
ended December 31, 2001, 2000 and 1999, respectively.

Operating results of the discontinued operations for the six months
ended June 30, 2002 and 2001 and for the years ended December 31, 2001,
2000 and 1999 are summarized as follows (in thousands):

SIX MONTHS ENDED
JUNE 30 YEAR ENDED DECEMBER 31
----------------------------- ---------------------------------------
2002 2001 2001 2000 1999
----------- ----------- --------- -------- --------
(UNAUDITED) (UNAUDITED)
----------- -----------

Net sales:
Label.................... $ 84,758 $113,145 $ 219,182 $223,994 $188,008
Curtis 1000.............. 22,788 87,049 171,148 156,871 --
Jen-Coat................. -- -- -- 56,036 --
-------- -------- --------- -------- --------
$107,546 $200,194 $ 390,330 $436,901 $188,008
======== ======== ========= ======== ========
Income (loss) from
operations:
Label.................... $ -- $ (1,028) $ (1,028) $(15,005) $ 3,411
Curtis 1000.............. -- (3,588) (3,588) 1,774 --
Jen-Coat................. -- -- -- 1,721 --
-------- -------- --------- -------- --------
-- (4,616) (4,616) (11,510) 3,411
Income tax expense
(benefit).............. -- (1,634) (1,634) (2,935) 926
-------- -------- --------- -------- --------
$ -- $ (2,982) $ (2,982) $ (8,575) $ 2,485
======== ======== ========= ======== ========
Loss on disposal of
discontinued operations:
Label.................... $ (8,545) $(59,725) $ (87,062) $ -- $ --
Curtis 1000.............. (892) (17,990) (36,395) -- --
-------- -------- --------- -------- --------
(9,437) (77,715) (123,457) -- --
Income tax benefit....... (1,285) (1,294) (35,435) -- --
-------- -------- --------- -------- --------
$ (8,152) $(76,421) $ (88,022) $ -- $ --
======== ======== ========= ======== ========

F-12

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

The assets and liabilities of discontinued operations, which have been
reflected as net assets of discontinued operations in the consolidated
balance sheets, are summarized as follows (in thousands):

DECEMBER 31
-----------------------
2001 2000
-------- --------

Label segment:
Current assets.......................................... $ 46,285 $ 59,569
Long-term assets........................................ 97,109 146,969
-------- --------
Total assets........................................ 143,394 206,538
Current liabilities..................................... 40,085 29,751
Long-term liabilities................................... 3,909 6,092
-------- --------
Total liabilities................................... 43,994 35,843
-------- --------
Net assets of the Label segment............................. 99,400 170,695
Curtis 1000:
Current assets.......................................... 24,840 28,048
Long-term assets........................................ 37,103 65,844
-------- --------
Total assets........................................ 61,943 93,892
Current liabilities..................................... 18,657 15,322
Long-term liabilities................................... 13,118 17,877
-------- --------
Total liabilities................................... 31,775 33,199
-------- --------
Net assets of the Curtis 1000 segment....................... 30,168 60,693
-------- --------
Net assets of discontinued operations............... $129,568 $231,388
======== ========

Assets primarily consist of accounts receivable, inventories, property
and equipment, goodwill and other intangible assets, and deferred income
taxes. Liabilities primarily consist of accounts payable, accrued expenses,
deferred income taxes and other long-term liabilities. The net assets of
discontinued operations presented in the 2001 consolidated balance sheet
include the write-down of assets to estimated net realizable value, the
accrual of obligations associated with the sale of the two segments and the
accrual of estimated losses to the expected date of disposal.

In connection with the proposed divestiture of the Company's PrintXcel
business in 2001, the Company reduced the carrying amounts of the net
assets of PrintXcel by $33.6 million to the expected net realizable value
based on estimated proceeds, net of expenses associated with its sale and a
tax benefit of $11.5 million that would have resulted from the sale. As a
result of the Company's decision in June 2002 not to sell PrintXcel, it
reversed the tax benefit since it would not be realized and $1.1 million of
expenses related to the sale that had been accrued but not incurred. The
$33.6 million charge in 2001 and the $10.4 million charge in 2002 have been
reported as "Impairment on former discontinued operation" in the
consolidated statements of operations.

F-13

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

4. ASSETS HELD FOR SALE

The Company's divestiture plans also include the sale of certain
operations that are not strategic to its envelope and commercial printing
segments. The Company sold the filing products division of the envelope
segment in August 2002 and expects to complete the disposition of the
remaining assets held for sale in the commercial printing segment by
September 30, 2002. The following table presents the sales and operating
income of these operations for the six months ended June 30, 2002 and 2001
and the years ended December 31, 2001, 2000 and 1999 (in thousands):

SIX MONTHS ENDED
JUNE 30
(UNAUDITED) DECEMBER 31
--------------------- -------------------------------------
2002 2001 2001 2000 1999
------- ------- -------- -------- -------

Sales........................... $51,667 $57,796 $112,626 $120,045 $96,070
Operating income................ 3,063 6,257 9,999 13,189 11,584

The assets of these operations at June 30, 2002 and December 31, 2001
totaled $61.0 million and $65.7 million, respectively, and are reported net
of $10.7 million and $13.3 million of related liabilities, respectively, as
"Net assets held for sale" in the accompanying consolidated balance sheets.

Certain of these assets were written down $2.9 million to fair market
value during 2001 based on sales proceeds anticipated at the time. For the
six months ended June 30, 2002, the Company recorded an impairment charge
of $2.8 million based on the sales proceeds currently anticipated on the
sale of certain assets of the Commercial Printing segment, and a $6.1
million impairment charge as a result of the sale of the Company's filing
products division that closed in August 2002, for a total 2002 impairment
on assets held for sale of $8.9 million.

5. SUPPLEMENTAL BALANCE SHEET INFORMATION

INVENTORIES

The Company's inventories by major category are as follows (in
thousands):

DECEMBER 31
JUNE 30 -----------------------
2002 2001 2000
----------- -------- --------
(UNAUDITED)
-----------

Raw materials..................................... $ 34,926 $ 34,011 $ 50,395
Work in process................................... 22,904 22,750 28,648
Finished goods.................................... 58,977 58,710 65,236
-------- -------- --------
116,807 115,471 144,279
Reserves.......................................... (5,643) (4,612) (5,238)
-------- -------- --------
$111,164 $110,859 $139,041
======== ======== ========

F-14

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

PROPERTY, PLANT AND EQUIPMENT

The Company's investment in property, plant and equipment consists of
the following (in thousands):

DECEMBER 31
JUNE 30 -------------------------
2002 2001 2000
----------- --------- ---------
(UNAUDITED)
-----------

Land and land improvements...................... $ 18,606 $ 20,771 $ 20,711
Buildings and improvements...................... 106,207 114,923 122,638
Machinery and equipment......................... 464,577 465,134 488,150
Furniture and fixtures.......................... 15,049 14,411 14,331
Construction in progress........................ 15,015 9,701 10,323
--------- --------- ---------
619,454 624,940 656,153
Accumulated depreciation........................ (218,366) (202,662) (175,826)
--------- --------- ---------
$ 401,088 $ 422,278 $ 480,327
========= ========= =========

ACCUMULATED OTHER COMPREHENSIVE LOSS

The after-tax components comprising accumulated other comprehensive
loss are as follows (in thousands):

SIX MONTHS ENDED YEAR ENDED
JUNE 30 DECEMBER 31
---------------------------- ------------------
2002 2001 2001 2000
----------- ----------- -------- -------
(UNAUDITED) (UNAUDITED)
----------- -----------

Currency translation adjustment................. $(10,503) $(7,876) $(14,934) $(6,467)
Pension liability adjustment.................... (1,074) (1,613) (1,074) (146)
Unrealized loss on investments.................. -- (445) -- (915)
-------- ------- -------- -------
$(11,577) $(9,934) $(16,008) $(7,528)
======== ======= ======== =======

F-15

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

6. LONG-TERM DEBT

At June 30, 2002, December 31, 2001 and December 31, 2000, long-term
debt consists of the following (in thousands):

DECEMBER 31
JUNE 30 ------------------------
2002 2001 2000
----------- --------- --------
(UNAUDITED)
-----------

Secured Senior Credit Facility:
Tranche A term loan, retired..................... $ -- $ 194,918 $237,586
Tranche B term loan, retired..................... -- 192,749 209,603
Revolving loan facility, retired................. -- 6,000 --
Revolving loan facility, due 2005................ 135,000 -- --
Senior Notes, due 2012............................... 350,000 -- --
Senior Subordinated Notes, due 2008.................. 300,000 300,000 300,000
Convertible Subordinated Notes, due 2002............. 139,063 139,063 139,063
Other................................................ 15,230 22,491 36,099
--------- --------- --------
939,293 855,221 922,351
Less current maturities.............................. (144,426) (303,170) (40,375)
--------- --------- --------
Long-term debt....................................... $ 794,867 $ 552,051 $881,976
========= ========= ========

Current maturities at June 30, 2002 include the anticipated retirement
of the Convertible Notes and current maturities from other debt. Current
maturities at December 31, 2001 include the anticipated retirement of the
Convertible Notes and also include the portion of bank borrowings that will
be repaid from the proceeds from planned divestitures pursuant to the terms
of the Senior Secured Credit Facility, net of amounts that would become
available as a result of such repayments under the revolving loan facility.

In June 2002, the Company entered into a new three year $300,000,000
Senior Secured Credit Facility with a consortium of banks (the "Facility").
The Facility was used to refinance the Company's $800 million Secured
Senior Credit Facility. Under the Facility, loans may be made and letters
of credit issued on a revolving basis in each case subject to availability
and subject to a borrowing base. On June 30, 2002, the Company had
outstanding loans and letters of credit of $146.5 million and had $107.2
million of availability. Loans made under the Facility bear interest at a
base rate or LIBOR, plus a margin. The Company is required to meet a fixed
charge coverage ratio and a minimum tangible net worth. The Facility is
secured by substantially all of the assets of the Company.

In March 2002, the Company issued $350,000,000 of 9 5/8% Senior Notes
due 2012 ("Senior Notes"). Interest is payable semi-annually. The Company
may redeem the Senior Notes, in whole or in part, on or after March 15,
2007, at redemption prices from 100% to 104.813%, plus accrued and unpaid
interest. In addition, before March 2005, the Company can redeem up to 35%
of the Senior Notes at 109.625% of the principal amount thereof, plus
accrued and unpaid interest, with the net cash proceeds from certain common
stock offerings.

In February 2000, the Company entered into an $800,000,000 Senior
Secured Credit Facility (the "Credit Facility"). The Credit Facility
originally consisted of a $300 million Tranche A term loan, a $250 million
Tranche B term loan and a $250 million revolving loan facility. Until the
Credit Facility was refinanced in June 2002, the Company was required to
repay $33.3 million in principal on the

F-16

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

Tranche A term loan in 2002, increasing $7.8 million each year through 2005
with a final payment of $14.7 million in 2006. The Company was required to
repay $490,000 each quarter on the Tranche B term loan through the first
quarter of 2005, with four quarterly balloon payments of $46.1 million per
quarter thereafter. Any optional or required prepayments of principal were
applied proportionately between the Tranche A and B term loans. Interest
under the Credit Facility was payable quarterly, was based on London
Interbank Offered Rate ("LIBOR") plus a margin. At December 31, 2001, the
interest rates on Tranche A and B term loans were 5.56% and 5.77%,
respectively, and the interest rate on the revolving loan facility was
6.75%. The Credit Facility was secured by substantially all of the
Company's domestic property.

Deferred financing costs of $16.9 million incurred in connection with
the Credit Facility were written off during the six months ended June 30,
2002 as a result of the refinancing in June 2002. The write-off is reported
net of tax as an extraordinary loss in the consolidated statements of
operations.

In February 2000, the Company wrote off deferred financing costs of
$635,000 capitalized in connection with the bank borrowings, which were
repaid in February 2000. The charge is reported net of tax as an
extraordinary item in the consolidated statements of operations.

In November 1998, the Company issued $300,000,000 of 8.75% Senior
Subordinated Notes (the "Senior Notes"), which are due November 2008.
Interest is payable semi-annually. The Company may redeem the Senior Notes,
in whole or in part, on or after December 15, 2003, at redemption prices
which range from 100% to 104.375%, plus accrued and unpaid interest.

In November 1997, the Company issued $152,050,000 of 5% Convertible
Subordinated Notes due 2002 (the "Convertible Notes"). Interest is payable
semi-annually. The Convertible Notes are convertible at the option of the
holder into shares of the Company's common stock at a conversion price of
$19.00 per share at any time prior to November 1, 2002. In March 2000, the
Company repurchased $12,987,000 of the outstanding Convertible Notes at a
discount and recorded a gain of $2,989,000, which was reported net of tax
as an extraordinary item in the consolidated statements of operations. The
Facility provides for the funds needed for the mandatory retirement of the
Convertible Notes on their due date, subject to meeting applicable
borrowing conditions.

Other long-term debt is primarily term debt with banks with interest
rates which range from 6.0% to 12.0% and also includes capital lease
obligations.

At December 31, 2001, the Company had $131.5 million available on its
existing lines of credit.

The aggregate annual maturities for long-term debt at June 30, 2002 are as
follows (in thousands):

July 2002 - June 2003................ $144,426
July 2003 - June 2004................ 1,336
July 2004 - June 2005................ 136,252
July 2005 - June 2006................ 854
July 2006 - June 2007................ 800
Thereafter........................... 655,625
--------
$939,293
========

F-17

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

Cash paid for interest (including interest allocated to discontinued
operations) on long-term debt was $71,494,000, $89,923,000 and $51,849,000
for the years ended December 31, 2001, 2000 and 1999, respectively.

The estimated fair value of the Company's Credit Facility, Senior
Notes, Convertible Notes and other long-term debt based on current rates
available to the Company for debt of the same remaining maturity was $795.8
million and $787.4 million at December 31, 2001 and 2000, respectively.

The Senior Secured Credit Facilities, Senior Notes and Convertible
Notes contain certain restrictive covenants that, among other things and
with certain exceptions, limit the ability of the Company to incur
additional indebtedness or issue capital stock, prepay subordinated debt,
transfer assets outside of the Company, pay dividends or repurchase shares
of common stock. In addition to these restrictions, the Company is required
to satisfy certain financial covenants. As of June 30, 2002 and December
31, 2001, the Company is in compliance with all of these covenants.

7. ACCOUNTS RECEIVABLE FINANCING FACILITY

In 2000 and until July 2001, the Company utilized an accounts
receivable financing facility which entitled the Company to transfer,
without recourse, certain trade accounts receivable to a special purpose
entity and to receive up to $75 million from a group of unrelated third
party purchasers at a cost of funds equal to commercial paper rates. The
Company continued to service the receivables that were transferred to the
special purpose entity under the facility for which it received a fee as
specified by the facility and considered adequate compensation.

At December 31, 2000, net accounts receivable of $151.1 million had
been transferred to the special purpose entity under the facility. Of the
total transferred, $75.0 million was sold to third party purchasers. The
value of the Company's retained subordinated interest at December 31, 2000
was $75.4 million and is included in accounts receivable in the
consolidated balance sheet. This value was determined by considering the
average life of accounts receivables, which was 45 days, and the rate of
expected credit losses, which was very low due to the collection experience
of the Company. The facility was terminated in July 2001.

8. INCOME TAXES

Income (loss) from continuing operations for the years ended December
31, 2001, 2000 and 1999 was (in thousands):

2001 2000 1999
-------- ------- --------

Domestic............................................. $(78,472) $33,629 $ 83,756
Foreign.............................................. 28,059 22,741 20,662
-------- ------- --------
Income (loss) from continuing operations before
income taxes....................................... $(50,413) $56,370 $104,418
======== ======= ========

F-18

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

The provision for income taxes on income from continuing operations for
the years ended December 31, 2001, 2000 and 1999 consisted of the following
(in thousands):

2001 2000 1999
-------- ------- -------

Current tax provision (benefit):
Federal........................................... $(18,052) $ 3,816 $20,403
Foreign........................................... 9,594 8,421 6,262
State............................................. (1,805) 381 2,040
-------- ------- -------
(10,263) 12,618 28,705
Deferred provision (benefit):
Federal........................................... 4,245 7,023 10,918
Foreign........................................... 393 1,281 1,706
State............................................. 425 702 1,092
-------- ------- -------
5,063 9,006 13,716
-------- ------- -------
Provision (benefit) for income taxes.................. $ (5,200) $21,624 $42,421
======== ======= =======

A reconciliation of the federal statutory tax rate to the Company's
effective income tax rate is summarized below:

2001 2000 1999
------ ----- -----

Federal statutory tax rate.............................. 35.0% 35.0% 35.0%
State tax, net of federal benefit....................... 3.5 3.5 3.5
Nondeductible goodwill amortization..................... (7.2) 6.2 2.6
Nontaxable investment benefit........................... 4.3 (3.8) (1.9)
Impairment on discontinued operations................... (25.6) 0.0 0.0
Other................................................... 0.3 (2.5) 1.4
----- ----- -----
Effective income tax rate............................... 10.3% 38.4% 40.6%
===== ===== =====

F-19

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

Deferred taxes are recorded to give recognition to temporary
differences between the tax basis of assets or liabilities and their
reported amounts in the financial statements. The tax effects of these
temporary differences are recorded as deferred tax assets or deferred tax
liabilities. Deferred tax assets generally represent items that can be used
as a tax deduction or credit in future years. Deferred tax liabilities
generally represent items that have been deducted for tax purposes, but
have not yet been recorded in the consolidated statements of operations.
Valuation allowances are recorded to reduce deferred tax assets when it is
more likely than not that a tax benefit will not be realized. The tax
effects of temporary differences that give rise to significant portions of
the deferred tax assets and deferred tax liabilities at December 31, 2002,
2001 and 2000 are presented below (in thousands):

2001 2000
--------- ---------

Deferred tax assets:
Alternative minimum tax credit carryforwards........ $ 5,563 $ 4,413
Net operating loss carryforwards.................... 7,738 2,271
Compensation and benefit related accruals........... 16,844 14,407
Restructuring accruals.............................. 10,517 9,342
Accounts receivable................................. 1,976 3,132
Other............................................... 1,154 4,307
Valuation allowance................................. (1,217) (275)
--------- ---------
Total deferred tax assets............................... 42,577 37,597

Deferred tax liabilities:
Property, plant and equipment....................... (97,499) (89,221)
Goodwill and other intangibles...................... (5,207) (17,204)
Other............................................... (3,015) (3,499)
--------- ---------
Total deferred tax liabilities.......................... (105,721) (109,924)
--------- ---------
Net deferred tax liability.............................. $ (63,144) $ (72,327)
========= =========

The net deferred income tax liability at December 31, 2001 and 2000
includes the following components (in thousands):

2001 2000
-------- --------

Current deferred tax asset.............................. $ 25,249 $ 18,763
Non-current deferred tax liability...................... (88,393) (91,090)
-------- --------
Total............................................... $(63,144) $(72,327)
======== ========

The deferred tax liability at June 30, 2002 is net of a $36 million
capital loss which had been included with net assets of discontinued
operations at December 31, 2001.

Net operating losses of $20.1 million are being carried forward and are
available to reduce future taxable income. These net operating losses will
expire in 2020. The Company also has tax credit carryforwards of $5.6
million at December 31, 2001, which may be carried forward indefinitely.

Cash payments for income taxes (including the amounts allocated to
discontinued operations) were $2,385,000, $8,813,000 and $21,255,000 in
2001, 2000 and 1999, respectively.

F-20

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

The Company does not provide U.S. income taxes on the unremitted
earnings of its foreign subsidiaries since these earnings are deemed
permanently invested. Unremitted earnings of the Company's foreign
subsidiaries as of December 31, 2001 were $70.9 million.

9. RESTRUCTURING, ASSET IMPAIRMENTS AND OTHER CHARGES

2001 RESTRUCTURING

2002. As announced in 2001, the Company is consolidating certain
operations to eliminate excess internal capacity in order to reduce costs
and improve its long-term competitive position. In addition, the Company is
significantly reducing the size of certain of its facilities in response to
current market conditions. The restructuring charge related to these plans
totaled $20.7 million in 2002. The following table and discussion present
the details of this restructuring charge, as well as other related charges
recorded during the six months ended June 30, 2002 (in thousands):

PRINTED
COMMERCIAL OFFICE
ENVELOPE PRINTING PRODUCTS CORPORATE TOTAL
-------- ---------- -------- --------- -------

Employee separation and related
employee expenses............... $ -- $1,041 $ 507 $ -- $ 1,548
Employee training expenses........ 4,531 -- -- -- 4,531
Other exit costs.................. 3,657 -- 300 -- 3,957
Asset impairment charges, net..... 4,730 -- 240 -- 4,970
Project management expenses....... 5,656 -- -- -- 5,656
------- ------ ------ ---- -------
Total restructuring costs..... 18,574 1,041 1,047 -- 20,662
Other charges..................... 985 1,414 -- 739 3,138
------- ------ ------ ---- -------
Total restructuring and other
charges..................... $19,559 $2,455 $1,047 $739 $23,800
======= ====== ====== ==== =======

In addition to the three envelope manufacturing facilities consolidated
in 2001, the Envelope segment has consolidated six facilities in 2002 and
will consolidate one additional operation in the third quarter of 2002. When
this consolidation plan is completed, the Company will have closed ten
envelope plants and substantially reduced excess internal capacity and
improved utilization of equipment and resources at the remaining 39 plants
in the United States and Canada. In 2001, the Company accrued the separation
and related employee expenses covering the 923 employees expected to be
terminated over the course of this project. As of June 30, 2002, 666
employees had been separated. Employee training expenses include the costs
to train the new employees that have been hired at the plants that are
absorbing the production of the plants being closed. The training programs
for these employees are between three and nine months in duration. Other
exit costs include the expenses incurred to move and reinstall equipment,
and the cost incurred to restore buildings to the condition required by
lease agreements or to prepare them for sale. Project management expenses
are primarily consulting fees and related expenses incurred to assist
management in managing the consolidation project. Consultants were used to
assist in such tasks as capacity planning, workflow planning, production
scheduling and change management. The write-downs recorded for property and
equipment taken out of service or sold as a result of the plant
consolidations are reported net of $6.2 million of proceeds received from
the sales of those assets.

The Commercial Printing segment completed the consolidation of its
operations in the Philadelphia, Pennsylvania area in 2001. In addition, in
response to changes in market conditions,

F-21

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

Commercial Printing has made significant changes to its cost structure by
reducing its fixed costs. The severance costs incurred as a result of
eliminating 136 overhead positions totaled $819,000.

The Printed Office Products segment closed its Denver, Colorado
manufacturing facility in 2002 which had been curtailed in 2001. Severance
incurred as a result of this plant closure were $134,000 covering 19
employees. Expenses were also incurred to prepare the building for sale and
to write assets down to fair market value. In addition, Printed Office
Products has reduced headcount at certain of its other facilities in
response to market conditions. Severance costs incurred in connection with
these reductions, covering 128 employees, totaled $249,000.

In 2001, the Company initiated several programs to significantly
improve operations and marketing effectiveness. These programs included the
implementation of best practices, the installation of pricing disciplines
and the alignment of equipment and services to better serve customers and
markets. During the six months ended June 30, 2002, the Company invested
$2.4 million in outside assistance in order to expedite the implementation
of these programs. In addition, the Company incurred consulting fees of
$587,000 related to tax matters that arose as a result of the divestitures.
These expenses have been reported as other charges.

A summary of the activity charged to the restructuring liability during
the six months ended June 30, 2002 was as follows (in thousands):

PRINTED
COMMERCIAL OFFICE
ENVELOPE PRINTING PRODUCTS TOTAL
-------- ---------- -------- -------

Balance, December 31, 2001................ $10,126 $ 604 $ 629 $11,359
Payments for severance................ (4,132) (13) (163) (4,308)
Payments for lease termination
costs................................ (100) (110) (99) (309)
Payments for other exit costs......... (1,338) (118) (126) (1,582)
------- ----- ----- -------
Balance, June 30, 2002.................... $ 4,556 $ 363 $ 241 $ 5,160
======= ===== ===== =======

2001. In June 2001, the Company announced a strategic plan, which
includes plans to consolidate certain operations to eliminate excess
internal capacity in order to reduce costs and improve its long-term
competitive position. The restructuring charge related to these plans
totaled $37.4 million in 2001. The following table presents the details of
this restructuring charge, as well as other charges recorded in 2001 (in
thousands):

PRINTED
COMMERCIAL OFFICE
ENVELOPE PRINTING PRODUCTS CORPORATE TOTAL
-------- ---------- -------- --------- -------

Employee separation and related
expenses........................ $ 9,042 $ 385 $ 618 $ -- $10,045
Lease termination costs........... 1,368 346 -- -- 1,714
Other exit costs.................. 13,174 1,632 691 -- 15,497
Asset impairment charges.......... 8,178 601 (1,300) -- 7,479
Strategic assessment costs........ -- -- -- 2,677 2,677
------- ------ ------- ------ -------
Total restructuring costs..... 31,762 2,964 9 2,677 37,412
Other charges..................... 1,360 1,482 1,231 1,600 5,673
------- ------ ------- ------ -------
Restructuring, asset
impairments and
other charges............... $33,122 $4,446 $ 1,240 $4,277 $43,085
======= ====== ======= ====== =======

F-22

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

The Envelope segment implemented a plan to consolidate nine (the
decision to close one additional plants was made in the first quarter 2002)
of its manufacturing facilities over an 18-monthperiod. This plan will
substantially reduce excess internal capacity and improve utilization of
equipment and resources at the remaining 41 plants. The employee separation
and related expenses cover 923 employees to be terminated over the course of
this project, of which 359 employees have been terminated as of December 31,
2001. Other exit costs include training expenses for those employees at the
plants that are absorbing the sales of the plants being closed and external
assistance in implementing the plant closures. As of December 31, 2001,
plants in Omaha, Nebraska; Allentown, Pennsylvania; and Santa Fe Springs,
California were closed. Equipment taken out of service as a result of these
plant closures was written down $8.2 million to its fair market value.

Commercial Printing consolidated three of its printing operations in
the Philadelphia, Pennsylvania area into one existing facility. This
consolidation was done to improve the cost effectiveness of these
operations and their competitive position in the Philadelphia market. The
costs associated with this consolidation included severance and related
expenses covering the termination of 25 employees all of whom have been
terminated. Other exit costs included expenses incurred to move and
reinstall equipment. Equipment taken out of service was written down $0.6
million to its fair market value.

Printed Office Products substantially curtailed its operation in
Denver, Colorado in 2001. The employee separation expenses of $618,000 were
related to the termination of 62 employees. Other exit costs were the
expenses incurred to move equipment. Additionally, an asset impairment
charge of $1.3 million taken in 2000 to write-down a building to its
estimated fair market value at that time was reversed because the building
was sold for more than its original carrying value.

In developing the Company's strategic plan, outside advisors were
engaged to research and evaluate markets, survey customers and assess
existing strategies. Financial advisors were also engaged to evaluate
options for improving the Company's capital structure. The cost of these
advisors was $2.7 million.

The following table is an analysis of the reserve recorded for the 2001
restructuring (in thousands):

PRINTED
COMMERCIAL OFFICE
ENVELOPE PRINTING PRODUCTS TOTAL
-------- ---------- -------- -------

Initial accrual........................... $13,449 $1,952 $3,041 $18,442
Payments for severance.................... (2,962) (381) (639) (3,982)
Payments for lease termination costs...... (219) (608) (705) (1,532)
Payments for other exit costs............. (142) (45) (327) (514)
Reversal of unused portion................ -- (314) (1,300) (1,614)
------- ------ ------ -------
Balance, December 31, 2001................ $10,126 $ 604 $ 70 $10,800
======= ====== ====== =======

The Company launched several initiatives during 2001 to significantly
improve operations and marketing effectiveness. Both Envelope and
Commercial Printing have programs in place to institute best practices,
install pricing disciplines and align equipment and services to better
serve customers and markets. The Company has invested in outside assistance
to expedite the implementation of these programs. The external incremental
cost incurred totaled $2.1 million in 2001 and is included in other
charges.

F-23

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

Other charges also include a $1.6 million write-off of an investment in a
company developing a service to enable online management of the creative
process of a printing job, a $0.7 million write-off in the Envelope segment
for the cost of a human resource information system that will not be
implemented and $1.2 million of legal fees and settlement expenses related
to the settlement of a lawsuit.

2000 RESTRUCTURING

In 2000, the Company began the comprehensive review of its operations,
which ultimately led to the new strategy announced in 2001, and identified
certain actions that could be taken at that time. The following table
presents the details of the restructuring and asset impairment charges
recorded in 2000 (in thousands):

PRINTED
COMMERCIAL OFFICE
ENVELOPE PRINTING PRODUCTS TOTAL
-------- ---------- -------- -------

Employee separation and related
expenses................................ $ 86 $ 188 $1,261 $ 1,535
Lease termination costs................... -- 428 860 1,288
Other exit costs.......................... -- 45 185 230
Asset impairment charges.................. -- 749 3,299 4,048
------ ------ ------ -------
Total restructuring costs............. 86 1,410 5,605 7,101
Other asset impairments................... 1,872 2,036 2,723 6,631
------ ------ ------ -------
Restructuring, asset impairments and other
charges................................. $1,958 $3,446 $8,328 $13,732
====== ====== ====== =======

Envelope closed a resale operation in Vancouver, Washington. The
employee separation costs covered the severance expenses of 19 employees.

Commercial Printing consolidated two operations in St. Louis, Missouri
into an existing facility and closed its bindery operation in Mexico.
Approximately 165 employees of Commercial Printing were terminated as a
result of these actions.

Our Printed Office Products business announced the closure of its
Oceanside, California; Sparks, Nevada; and Houston, Texas manufacturing
facilities in response to the decline in demand for traditional business
forms. This restructuring plan involved the termination of 190 employees for
which the separation and related expense was $1.3 million. The asset
impairment charges in the printed office products business were related to
the plant closures.

The Company also incurred asset impairment charges in 2000 totaling
$6.6 million that were unrelated to the restructuring. These assets were
not in use and could not be redeployed or sold, and therefore were
written-off.

Charges from the 1998 restructuring plan recorded in 2000 and 1999 were
$756,000 and $1.8 million, respectively. This plan was completed in 2000.

F-24

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

The following table is an analysis of the reserve recorded for the 2000
restructuring (in thousands):

PRINTED
COMMERCIAL OFFICE
ENVELOPE PRINTING PRODUCTS TOTAL
-------- ---------- -------- -------

Balance, December 31, 2000................ $ 86 $1,485 $1,742 $ 3,313
Payments for severance................ (86) (461) (639) (1,186)
Payments for property exit costs...... -- (452) (705) (1,157)
Payments for other exit activities.... -- (572) (398) (970)
---- ------ ------ -------
Balance, December 31, 2001................ $ -- $ -- $ -- $ --
==== ====== ====== =======

10. STOCK OPTION PLANS

As of June 30, 2002, the Company's stock option plans were not
significantly different than the year-end information, as such, this
footnote has not been updated.

In May 2001, the Company adopted a Long-Term Equity Incentive Plan (the
"Incentive Plan"), which replaced all prior stock option plans (the "Option
Plans"). The Incentive Plan allows the compensation committee of the Board
of Directors to grant stock options, stock appreciation rights ("SARs"),
restricted common stock, performance awards and any other stock-based
awards to officers, directors and employees of the Company. Under the
Incentive Plan, the Board granted 669,000 Performance-Based Restricted
Shares ("PARS") and 3,113,420 stock options in 2001. The stock options vest
over 4 1/2 years, at a vesting rate of 20% annually with the final 20%
vesting in December 2005. Fifty percent of the PARS will vest in June 2006
and the other fifty percent will vest in June 2007. The Incentive Plan
provides for an acceleration of the vesting of both the stock options and
the PARS if the Company's stock price closes at certain levels for 20
consecutive trading days as set forth in the following schedule:

STOCK PRICE AT WHICH
AMOUNT OF ACCELERATED VESTING OCCURS
VESTING OPTIONS PARS
--------------------- ------- ------

First one-third.......................... $ 7.50 $ 8.00
Second one-third......................... $10.00 $11.00
Final one-third.......................... $12.50 $14.00

The Company recorded fixed deferred compensation in the amount of
$3,686,000 equal to the value of the PARS on the date of grant. This
deferred compensation is being amortized over the vesting period of six
years; however, the expense will be prorated to the applicable vesting
period if acceleration terms expedite the vesting period. The Company
recorded compensation expense in the amount of $327,000 for the year ended
December 31, 2001. At December 31, 2001, 217,783 stock options were
available for issuance under the Incentive Plan.

Stock options which were granted under the Option Plans, of which
3,015,127 shares are outstanding at December 31, 2001, generally vest over
four or five years and expire ten years from the date granted. Options were
granted at a price equal to the fair market value of the Company's common
stock on the date of grant. At December 31, 2001, no stock options were
available for issuance under the Option Plans.

F-25

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

The following table summarizes the activity and terms of outstanding
options at December 31, 2001, 2000 and 1999:

2001 2000 1999
----------------------- ----------------------- -----------------------
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
OPTIONS PRICE OPTIONS PRICE OPTIONS PRICE
--------- -------- --------- -------- --------- --------

Options outstanding at beginning
of year........................ 3,670,867 $8.71 2,598,119 $8.76 2,619,759 $ 7.37
Granted.......................... 3,265,036 5.45 1,362,659 8.65 466,300 13.54
Exercised........................ (201,922) 2.05 (61,856) 4.99 (388,555) 5.53
Expired/cancelled................ (605,344) 9.83 (228,055) 9.04 (99,385) 6.59
--------- ----- --------- ----- --------- ------
Options outstanding at end of
year........................... 6,128,637 $7.08 3,670,867 $8.75 2,598,119 $ 8.76
========= ===== ========= ===== ========= ======
Options exercisable at end of
year........................... 1,679,137 $8.60 1,289,717 $7.48 820,740 $ 6.35
========= ===== ========= ===== ========= ======

Summary information about the Company's stock options outstanding at
December 31, 2001 is as follows:

WEIGHTED WEIGHTED WEIGHTED
OUTSTANDING AT AVERAGE AVERAGE EXERCISABLE AT AVERAGE
DECEMBER 31 REMAINING LIFE EXERCISE DECEMBER 31 EXERCISE
RANGE OF EXERCISE PRICES 2001 (IN YEARS) PRICE 2001 PRICE
---------------------------- -------------- -------------- -------- -------------- --------

$1.32-$1.42................ 79,411 3.2 $ 1.33 79,411 $ 1.33
$2.19-$4.37................ 243,505 6.5 $ 3.86 155,505 $ 3.71
$4.38-$6.56................ 3,311,500 4.8 $ 5.45 58,000 $ 5.43
$6.57-$8.74................ 1,338,019 5.7 $ 7.52 720,506 $ 7.04
$8.75-$10.93............... 237,200 7.8 $ 9.71 103,734 $ 9.62
$10.94-$13.10............... 581,600 6.4 $12.28 328,154 $12.20
$13.20-$15.30............... 319,402 6.3 $13.82 215,827 $13.76
$21.86...................... 18,000 6.3 $21.86 18,000 $21.86
--------- --- ------ --------- ------
$1.32-$21.86............... 6,128,637 5.4 $ 7.08 1,679,137 $ 8.60
========= === ====== ========= ======

As permitted by SFAS No. 123, Accounting for Stock-Based Compensation,
the Company accounts for the plans under Accounting Principles Board
Opinion No. 25; however, the Company has computed for pro forma disclosure
purposes the value of all options granted during 2001, 2000 and 1999 using
the Black-Scholes option pricing model as prescribed by SFAS No. 123 and
using the following average assumptions:

2001 2000 1999
--------- --------- ---------

Risk-free interest rate....................... 3.5%-7.2% 5.8%-7.2% 5.8%-7.2%
Expected dividend yield....................... 0% 0% 0%
Expected option lives......................... 4-6 years 4-6 years 4-6 years
Expected volatility........................... 33%-68% 33%-68% 33%-68%

F-26

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

The weighted average fair value of options granted in 2001, 2000 and
1999 was $5.45, $5.47 and $8.43, respectively, per option. Had compensation
expense for the plans been determined consistent with the fair value
provisions of SFAS No. 123, the Company's reported and pro forma net income
and earnings per share for the years ended December 31, 2001, 2000 and 1999
would have been as follows (in thousands, except per share data):

2001 2000 1999
--------- ------- -------

Net income (loss):
As reported..................................... $(136,217) $27,618 $64,482
Pro forma....................................... $(140,709) $23,467 $61,481
Earnings per (loss) share--basic:
As reported..................................... $ (2.86) $ 0.57 $ 1.32
Pro forma....................................... $ (2.96) $ 0.48 $ 1.25
Earnings per (loss) share--diluted:
As reported..................................... $ (2.86) $ 0.56 $ 1.20
Pro forma....................................... $ (2.96) $ 0.48 $ 1.15

The effect on 2001, 2000 and 1999 pro forma net income, earnings per
share--basic and earnings per share--diluted of expensing the estimated
fair value of stock options is not necessarily representative of the effect
on reported earnings for future years due to the vesting period of the
stock options and the potential for issuance of additional stock options in
future years.

11. RETIREMENT PLANS

SAVINGS PLANS

The Company sponsors a defined contribution plan to provide
substantially all U.S. salaried and certain hourly employees an opportunity
to accumulate personal funds for their retirement. As determined by the
provisions of the plan, the Company matches a certain percentage of each
employee's voluntary contribution. The plan provides for a minimum
contribution by the Company to the plan for all eligible employees of 1% of
their salary. This contribution can be increased at the Company's
discretion. All contributions made by the Company are made in cash and
allocated to the funds selected by the employee. Company contributions to
the plan were approximately $10.5 million, $6.9 million and $4.8 million for
the years ending in 2001, 2000 and 1999, respectively.

PENSION PLANS

The Company maintains pension plans for certain of its employees in the
U.S. and Canada under collective bargaining agreements with unions
representing these employees. The Company expects to continue to fund these
plans based on governmental requirements, amounts deductible for income tax
purposes and as needed to ensure that plan assets are sufficient to satisfy
plan liabilities. As of December 31, 2001, plan assets consist primarily of
government bonds, corporate bonds, equity and fixed income funds.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS

As a result of the acquisition of ABP, the Company assumed
responsibility for the ABP supplemental executive retirement plans ("SERP")
which provides benefits to certain former directors and executives of ABP.
For accounting purposes, these plans are unfunded; however, ABP had

F-27

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

purchased annuities to cover the benefits for certain participants. In
2001, the Company accelerated the benefit payments to all participants for
whom there was no annuity.

The following table sets forth the financial status of the pension
plans and the SERP and the amounts recognized in the Company's consolidated
balance sheets as of December 31, 2001 and 2000 (in thousands):

PENSION PLANS SERP
-------------------- ---------------------
2001 2000 2001 2000
------- ------- ------- --------

Change in benefit obligation:
Benefit obligation at beginning of year........ $29,613 $28,693 $17,844 $ 18,077
Service cost................................... 1,424 2,000 -- --
Interest cost.................................. 2,137 1,569 853 1,557
Actuarial gains and loss....................... 1,418 3 -- --
Foreign currency exchange rate changes......... (1,056) (733) -- --
Benefits paid.................................. (1,987) (1,919) (9,655) (1,790)
------- ------- ------- --------
Benefit obligation at end of year............ 31,549 29,613 9,042 17,844
------- ------- ------- --------
Change in plan assets:
Fair value of plan assets at beginning of
year.......................................... 34,662 34,423 -- --
Foreign currency exchange rate changes......... (1,197) 1,574 -- --
Actual return on plan assets................... (286) (707) -- --
Employer contributions......................... 1,744 1,291 -- --
Benefits paid.................................. (2,208) (1,919) -- --
------- ------- ------- --------
Fair value of plan assets at end of year..... 32,715 34,662 -- --
------- ------- ------- --------
Funded status.................................... 1,166 5,049 (9,042) 17,844
Unrecognized actuarial loss...................... 7,260 3,124 -- --
Unrecognized prior service cost.................. 249 368 -- --
Unrecognized transition asset.................... (4,021) (4,711) -- --
------- ------- ------- --------
Net amount recognized............................ $ 4,654 $ 3,830 $(9,042) $(17,844)
======= ======= ======= ========
Amounts recognized in the consolidated balance
sheets:
Prepaid benefit cost......................... $ 4,283 $ 3,997 $ -- $ --
Accrued benefit liability.................... (1,450) (446) (9,042) (17,844)
Intangible asset............................. 75 42 -- --
Deferred tax asset........................... 672 91 -- --
Accumulated other comprehensive loss......... 1,074 146 -- --
------- ------- ------- --------
Net amount recognized............................ $ 4,654 $ 3,830 $(9,042) $(17,844)
======= ======= ======= ========

The components of the net periodic pension cost for the pension plans
and the SERP were as follows (in thousands):

2001 2000 1999
------- ------- -------

Service cost........................................... $ 1,075 $ 2,000 $ 1,435
Interest cost on projected benefit obligation.......... 2,991 2,789 2,037
Expected return on plan assets......................... (3,017) (2,963) (2,958)
Net amortization and deferral.......................... (396) (400) (423)
Recognized actuarial loss.............................. 36 31 37
Curtailment loss....................................... 129 38 --
------- ------- -------
Net periodic pension expense............................ $ 818 $ 1,495 $ 128
======= ======= =======

F-28

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

The assumptions used in computing the net pension cost and the funded
status were as follows:

2001 2000 1999
------- ------- -------

Weighted average discount rate.................. 7.25% 7.50% 7.50%
Expected long-term rate of return on assets..... 8.75-9% 8.75-9% 8.75-9%
Rate of compensation increase................... 2-4% 2-4% 2-4%

The aggregate accumulated benefit obligation and aggregate fair value
of plan assets for pension plans with accumulated benefit obligations in
excess of plan assets were $9.0 million and $7.6 million, respectively, as
of December 31, 2001. The aggregate accumulated benefit obligation and
aggregate fair value of plan assets for pension plans with accumulated
benefit obligations in excess of plan assets were $3.1 million and $2.9
million, respectively, as of December 31, 2000.

Certain other U.S. employees are included in multi-employer pension
plans to which the Company makes contributions in accordance with the
contractual union agreements. Such contributions are made on a monthly
basis in accordance with the requirements of the plans and the actuarial
computations and assumptions of the administrators of the plans.
Contributions to multi-employer plans were $2.7 million, $2.6 million,
and $3.6 million for 2001, 2000 and 1999, respectively.

EMPLOYEE STOCK OWNERSHIP PLAN

The Company maintains an Employee Stock Ownership Plan, which was
frozen in December 2000. The Company has not made contributions to this
plan since 1998. At December 31, 2001 and 2000, the Employee Stock
Ownership Plan held 3,896,544 shares of the Company's common stock,
all of which have been allocated to participant accounts.

12. COMMITMENTS AND CONTINGENCIES

LEASES

The Company leases buildings and equipment under operating lease
agreements expiring at various dates through 2011. Certain leases include
renewal and purchase options. At December 31, 2001, future minimum annual
payments under non-cancelable lease agreements with original terms in
excess of one year are as follows (in thousands):

2002................................. $ 35,337
2003................................. 30,769
2004................................. 27,644
2005................................. 24,626
2006................................. 18,439
Thereafter........................... 32,847
--------
Total............................ $169,662
========

Aggregate future minimum rentals to be received under noncancelable
subleases as of December 31, 2001 are approximately $4.5 million.

Rent expense for the years ended December 31, 2001, 2000 and 1999 was
$34.5 million, $36.1 million and $26.4 million, respectively.

F-29

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

CONCENTRATIONS OF CREDIT RISK

The Company has limited concentrations of credit risk with respect to
financial instruments. Temporary cash investments and other investments are
placed with high credit quality institutions, and concentrations within
accounts receivable are limited due to the Company's customer base and its
dispersion across different industries and geographic areas.

LITIGATION

The Company is party to various legal actions that are ordinary and
incidental to its business. While the outcome of legal actions cannot be
predicted with certainty, management believes the outcome of these various
proceedings will not have a material adverse effect on the Company's
financial condition or results of operations.

13. EARNINGS PER SHARE

Basic earnings per share exclude dilution and are computed by dividing
net income by the weighted average number of common shares outstanding for
the period. Diluted earnings per share reflect the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock. A reconciliation of the amounts
included in the computation of basic earnings per share and diluted
earnings per share is as follows (in thousands, except per share amounts):

JUNE 30 DECEMBER 31
----------------------------- ------------------------------------
2002 2001 2001 2000 1999
----------- ----------- -------- ------- -------
(UNAUDITED) (UNAUDITED)
----------- -----------

Numerator:
Numerator for basic earnings per
share--income (loss) from
continuing operations........... $(41,553) $(9,500) $(45,213) $34,746 $61,997
Interest on Convertible Notes..... -- -- -- 4,951 5,254
-------- ------- -------- ------- -------
Numerator for diluted earnings per
share--income (loss) from
continuing operations after
assumed conversions............. $(41,553) $(9,500) $(45,213) $39,697 $67,251
======== ======= ======== ======= =======
Denominator:
Denominator for basic earnings per
share--weighted average
shares.......................... 47,663 47,460 47,562 48,789 48,990
Effects of dilutive securities:
Conversion of Convertible
Notes....................... -- -- -- 7,461 8,003
Stock options................. -- -- -- 404 940
Other......................... -- -- -- 24 221
-------- ------- -------- ------- -------
Denominator for diluted earnings
per share--adjusted weighted
average shares and assumed
conversions..................... 47,663 47,460 47,562 56,678 58,154
======== ======= ======== ======= =======
Earnings (loss) per share:
Basic......................... $ (0.87) $ (0.20) $ (0.95) $ 0.71 $ 1.27
======== ======= ======== ======= =======
Diluted....................... $ (0.87) $ (0.20) $ (0.95) $ 0.70 $ 1.16
======== ======= ======== ======= =======

F-30

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

During the year ended December 31, 2001, interest, net of tax, on the
Convertible Notes in the amount of $4,854,000 and shares of 7,319,000 that
would be issued upon assumed conversion of the Convertible Notes were
excluded from the calculation of diluted loss per share due to the
antidilutive effect on loss per share. In 2001, 2000 and 1999, outstanding
options to purchase 6,798,000, 3,266,000 and 1,658,000 common shares,
respectively, were excluded from the calculation of diluted earnings per
share because the effect would be antidilutive.

During the six months ended June 30, 2002 and 2001, interest on the
Convertible Notes in the amount of $2,427,000 and shares of 7,319,000 that
would be issued upon assumed conversion of the Convertible Notes were
excluded from the calculation of diluted loss per share due to the
antidilutive effect on loss per share. In addition, the outstanding options
to purchase approximately 6,104,000 shares of common stock in 2002 and
6,500,000 shares of common stock in 2001 were excluded from the calculation
of diluted loss per share because the effect would be antidilutive.

14. SEGMENT INFORMATION

The Company operates in three principal operating segments. The
Commercial Printing operating segment specializes in printing annual
reports, brand marketing collateral, catalogs, brochures, maps and
guidebooks, calendars, financial communications and CD packaging. The
Envelope operating segment manufactures customized and stock envelopes for
billing and remittance, direct mail advertising and catalog orders. The
Envelope segment is also a producer of specialty packaging products and a
manufacturer of stock products for the resale market. The Printed Office
Products operating segment produces customized and stock labels, mailers,
and printed business documents to small and mid-size businesses generally
through distributors of office products. Intersegment sales for the
six months ended June 30, 2002 and 2001 were $9.2 million and $24.1 million,
respectively. Intersegment sales totaled $41.9 million and $32.3 million in
2001 and 2000, respectively. Intersegment sales in 1999 were not
significant. These amounts, which were at market prices, are eliminated in
consolidation and excluded from reported net sales.

F-31

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

The following tables present certain business segment information for
the six months ended June 30, 2002 and 2001 and for the years ended
December 31, 2001, 2000 and 1999 (in thousands):

SIX MONTHS ENDED
JUNE 30
(UNAUDITED) YEAR ENDED DECEMBER 31
---------------------- --------------------------------------
2002 2001 2001 2000 1999
-------- -------- ---------- ---------- ----------

Net sales:
Commercial Printing.......... $364,482 $418,750 $ 817,937 $ 961,780 $ 795,552
Envelope..................... 396,143 432,362 835,534 861,803 738,288
Printed Office Products...... 103,824 109,224 215,297 220,767 165,382
-------- -------- ---------- ---------- ----------
Total........................ $864,449 $960,336 $1,868,768 $2,044,350 $1,699,222
======== ======== ========== ========== ==========
Operating income (loss):
Commercial Printing.......... $(11,151) $ 10,873 $ 14,763 $ 54,758 $ 65,108
Envelope..................... 19,511 30,693 54,168 90,202 90,996
Printed Office Products...... 8,775 9,168 18,127 16,306 14,046
Corporate(a)................. (31,601) (26,605) (72,234) (31,052) (21,149)
-------- -------- ---------- ---------- ----------
Total........................ $(14,466) $ 24,129 $ 14,824 $ 130,214 $ 149,001
======== ======== ========== ========== ==========
Restructuring, asset impairments
and other charges:
Commercial Printing.......... $ 2,455 $ 1,798 $ 4,446 $ 3,658 $ --
Envelope..................... 19,559 13,939 33,122 2,502 1,807
Printed Office Products...... 1,047 2,375 1,240 8,328 --
Corporate.................... 739 1,937 4,277 -- --
-------- -------- ---------- ---------- ----------
Total........................ $ 23,800 $ 20,049 $ 43,085 $ 14,488 $ 1,807
======== ======== ========== ========== ==========
Significant other noncash
charges:(b)
Commercial Printing.......... $ 2,810 $ 8,807 $ 3,547 $ 2,785 $ --
Envelope..................... 10,791 -- 8,875 1,872 --
Printed Office Products...... 10,647 -- 32,278 2,908 --
Corporate.................... -- -- 1,600 -- --
-------- -------- ---------- ---------- ----------
Total........................ $ 24,248 $ 8,807 $ 46,300 $ 7,565 $ --
======== ======== ========== ========== ==========
Depreciation and amortization:
Commercial Printing..................................... $ 25,396 $ 27,153 $ 22,768
Envelope................................................ 20,682 20,633 15,263
Printed Office Products................................. 9,767 5,513 2,854
Corporate............................................... 7,551 18,047 8,998
---------- ---------- ----------
Total................................................... $ 63,396 $ 71,346 $ 49,883
========== ========== ==========
Capital expenditures:
Commercial Printing..................................... $ 13,613 $ 34,902 $ 34,580
Envelope................................................ 12,078 20,955 30,133
Printed Office Products................................. 5,943 9,291 5,518
Corporate............................................... 1,108 1,915 374
---------- ---------- ----------
Total................................................... $ 32,742 $ 67,063 $ 70,605
========== ========== ==========

F-32

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

DECEMBER 31
JUNE 30 ---------------------------
2002 2001 2000
----------- ---------- ----------
(UNAUDITED)
-----------

Identifiable assets:(c)
Commercial Printing........................ $ 598,599 $ 622,173 $ 685,871
Envelope................................... 511,952 537,747 635,508
Printed Office Products.................... 139,683 144,334 194,127
Corporate.................................. 146,549 (10,614) (63,302)
---------- ---------- ----------
1,396,783 1,293,640 1,452,204
Net assets of discontinued operations...... -- 129,568 231,388
Net assets held for sale................... 50,340 52,368 --
---------- ---------- ----------
Total...................................... $1,447,123 $1,475,576 $1,683,592
========== ========== ==========

--------
(a) Operating income is net of all costs and expenses directly related to the segment involved. Corporate
expenses include corporate general and administrative expenses, lease expense, amortization expense of
other intangible assets and goodwill, gains or losses on disposal of assets, impairment losses on assets
held for sale and former discontinued operations and other miscellaneous expenses.

(b) Represents the noncash portion of restructuring and other asset impairment charges.

(c) Identifiable assets are accumulated by facility within each business segment. Certain operating assets,
which are under lease, are reported as business segment assets for evaluation purposes. The net book
value of these assets has been eliminated by contra assets included with corporate assets in order to
reconcile identifiable assets with the total assets of the Company. Corporate assets consist primarily
of cash and cash equivalents, other receivables, other assets and deferred tax assets.

Geographic information at December 31, 2001 and 2000 and for the years
ended December 31, 2001, 2000 and 1999, is presented below (in thousands):

2001 2000 1999
---------- ---------- ----------

Net sales:
U.S........................................ $1,705,523 $1,888,880 $1,546,636
Canada..................................... 163,245 155,273 151,992
Other foreign.............................. -- 197 594
---------- ---------- ----------
Total...................................... $1,868,768 $2,044,350 $1,699,222
========== ========== ==========
Identifiable assets:
U.S........................................ $1,155,138 $1,299,448
Canada..................................... 138,502 152,329
Other foreign.............................. -- 427
---------- ----------
Total...................................... $1,293,640 $1,452,204
========== ==========

F-33

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

15. SUBSEQUENT EVENTS (UNAUDITED)

In August 2002, the Company sold the filing products division of its
Envelope segment for $36.7 million. The Company has recorded an impairment
loss of $6.1 million in connection with this divestiture. Net proceeds of
$31.5 million received from the sale of this operation were applied to the
revolving credit facility.

Subsequent to June 30, 2002, the Company was required to refinance a
sale/leaseback arrangement because its covenants were tied to those in the
Company's prior banking agreement that was replaced by the new senior
credit facility. In connection with the refinancing, the Company
was required to make a payment of $15.8 million that will be expensed in
the Company's third quarter. In addition, $5.5 million of the deferred
costs associated with this arrangement will be written-off.

16. QUARTERLY FINANCIAL DATA (UNAUDITED)

The following table sets forth certain quarterly financial data for the
periods indicated (in thousands, except per share amounts):

FIRST SECOND THIRD FOURTH
QUARTER(a) QUARTER QUARTER QUARTER
---------- --------- --------- ---------

2001
Net sales..................................... $488,776 $471,560 $465,286 $443,146
Gross profit.................................. 103,469 100,868 91,385 91,911
Income (loss) from continuing operations(b)... $ 5,828 $(15,328) $ (1,597) $(34,116)
Discontinued operations....................... (2,206) (77,197) 34 (11,635)
-------- -------- -------- --------
Net income (loss)............................. $ 3,622 $(92,525) $ (1,563) $(45,751)
======== ======== ======== ========
Earnings (loss) per share--basic:
Income (loss) from continuing
operations.............................. $ 0.12 $ (0.32) $ (0.03) $ (0.72)
Discontinued operations................... (0.04) (1.63) -- (0.24)
-------- -------- -------- --------
Net income (loss) per share--basic........ $ 0.08 $ (1.95) $ (0.03) $ (0.96)
======== ======== ======== ========
Earnings (loss) per share--diluted:
Income (loss) from continuing
operations.............................. $ 0.12 $ (0.32) $ (0.03) $ (0.72)
Discontinued operations................... (0.04) (1.63) -- (0.24)
-------- -------- -------- --------
Net income (loss) per share--diluted...... $ 0.08 $ (1.95) $ (0.03) $ (0.96)
======== ======== ======== ========

F-34

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

FIRST SECOND THIRD FOURTH
QUARTER(a) QUARTER(a) QUARTER(a) QUARTER(a)
---------- ---------- ---------- ----------

2000
Net sales..................................... $485,403 $500,249 $531,968 $526,730
Gross profit.................................. 107,361 108,723 112,924 115,729
Income (loss) from continuing operations(c)... $ 14,839 $ 9,569 $ 10,784 $ (446)
Discontinued operations....................... 1,497 1,675 (4,061) (7,686)
Extraordinary item............................ 1,447 -- -- --
-------- -------- -------- --------
Net income (loss)............................. $ 17,783 $ 11,244 $ 6,723 $ (8,132)
======== ======== ======== ========
Earnings (loss) per share--basic:
Income from continuing operations......... $ 0.30 $ 0.19 $ 0.22 $ --
Discontinued operations................... 0.03 0.04 (0.08) (0.17)
Extraordinary item........................ 0.03 -- -- --
-------- -------- -------- --------
Net income (loss) per share--basic........ $ 0.36 $ 0.23 $ 0.14 $ (0.17)
======== ======== ======== ========
Earnings (loss) per share--diluted:
Income from continuing operations......... $ 0.28 $ 0.19 $ 0.21 $ --
Discontinued operations................... 0.02 0.03 (0.07) (0.17)
Extraordinary item........................ 0.03 -- -- --
-------- -------- -------- --------
Net income (loss) per share--diluted...... $ 0.33 $ 0.22 $ 0.14 $ (0.17)
======== ======== ======== ========

--------
(a) These results have been restated from those previously reported to reflect the discontinued operations
of Curtis 1000 and Label.

(b) Includes an impairment loss on assets held for sale of $2.9 million and restructuring, asset impairments
and other charges of $43.1 million, of which $0.7 million occurred in the first quarter, $19.4 million
occurred in the second quarter, $5.5 million in the third quarter and $17.5 million in the fourth
quarter.

17. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

In March 2002, Mail-Well I Corporation ("Issuer" or "MWI"), the
Company's wholly owned subsidiary, and the only direct subsidiary of the
Company, issued $350 million aggregate principal amount of 9 5/8% Senior
Notes ("Senior Notes") due in 2012. The Senior Notes are guaranteed by all
of the U.S. subsidiaries (the "Guarantor Subsidiaries") of MWI, all of
which are wholly owned, and by Mail-Well, Inc. ("Parent Guarantor"). The
guarantees are joint and several, full, complete and unconditional. There
are no material restrictions on the ability of the Guarantor Subsidiaries
to transfer funds to MWI in the form of cash dividends, loans or advances,
other than ordinary legal restrictions under corporate law, fraudulent
transfer and bankruptcy laws.

In December 1998, MWI issued $300 million aggregate principal amount of
8 3/4% Senior Subordinated Notes ("Senior Subordinated Notes") due in 2008.
The Senior Subordinated Notes are guaranteed by Guarantor Subsidiaries and
by the Parent Guarantor. The guarantees are joint and several, full,
complete and unconditional. There are no material restrictions on the
ability of the Guarantor Subsidiaries to transfer funds to MWI in the
form of cash dividends, loans or advances, other than ordinary legal
restrictions under corporate law, fraudulent transfer and bankruptcy laws.

F-35

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

The following condensed consolidating financial information illustrates
the composition of the Parent Guarantor, Issuer, Guarantor Subsidiaries and
non-guarantor subsidiaries. The Issuer, the Guarantor Subsidiaries and the
non-guarantor subsidiaries comprise all of the direct and indirect
subsidiaries of the Parent Guarantor. Curtis 1000 Inc. was, until it was
divested in the first quarter of 2002, a subsidiary of the Issuer and a
guarantor of the Senior Subordinated Notes. Curtis 1000 Inc. was not at any
time a guarantor of the Senior Notes. In order to provide a coherent
presentation in the following condensed consolidating financial information,
and because Curtis 1000 Inc. has been divested and is not a guarantor of
the Senior Subordinated Notes or the Senior Notes, Curtis 1000 Inc.'s
financial information is included in the non-guarantor information for
all periods presented. Management has determined that separate complete
financial statements would not provide additional material information that
would be useful in assessing the financial composition of the Guarantor
Subsidiaries.

Investments in subsidiaries are accounted for under the equity method,
wherein the investor company's share of earnings and income taxes
applicable to the assumed distribution of such earnings are included in net
income. In addition, investments increase in the amount of permanent
contributions to subsidiaries and decrease in the amount of distributions
from subsidiaries. The elimination entries remove the equity method
investment in subsidiaries and the equity in earnings of subsidiaries,
intercompany payables and receivables and other transactions between
subsidiaries.

F-36

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

CONSOLIDATING CONDENSED STATEMENT OF FINANCIAL POSITION
June 30, 2002
(unaudited)
(in thousands)

COMBINED COMBINED
PARENT GUARANTOR NONGUARANTOR
GUARANTOR ISSUER SUBSIDIARIES SUBSIDIARIES ELIM. CONSOLIDATED
--------- ---------- ------------ ------------ ----------- ------------

Current assets:
Cash and cash
equivalents.............. $ -- $ 146,968 $ 612 $ 114 $ -- $ 147,694
Accounts receivable,
net...................... -- 50,913 127,644 22,557 -- 201,114
Inventories, net.......... -- 49,122 47,457 14,585 -- 111,164
Net assets held for
sale..................... -- 27,514 22,826 -- -- 50,340
Note receivable from
Issuer................... 147,436 -- -- -- (147,436) --
Other current assets...... 98 40,515 41,220 2,959 -- 84,792
-------- ---------- -------- -------- ----------- ----------
Total current assets.... 147,534 315,032 239,759 40,215 (147,436) 595,104
Investment in
subsidiaries............... 189,302 187,837 27,529 -- (404,668) --
Property, plant and
equipment, net............. -- 130,539 217,182 53,367 -- 401,088
Goodwill and other
intangible assets, net..... -- 84,396 281,633 47,845 -- 413,874
Note receivable from
subsidiaries............... -- 603,100 -- -- (603,100) --
Other assets, net........... 520 38,162 (4,618) 2,993 -- 37,057
-------- ---------- -------- -------- ----------- ----------
Total assets................ $337,356 $1,359,066 $761,485 $144,420 $(1,155,204) $1,447,123
======== ========== ======== ======== =========== ==========
Current liabilities:
Accounts payable.......... $ -- $ 51,613 $ 83,860 $ 9,700 $ -- $ 145,173
Other current
liabilities.............. 3,966 64,104 29,972 9,943 -- 107,985
Intercompany payable
(receivable)............. 3,659 80,939 (68,170) (16,428) -- --
Note payable to Parent.... -- 147,436 -- -- (147,436) --
Current portion of
long-term debt........... 139,063 2,529 2,590 244 -- 144,426
-------- ---------- -------- -------- ----------- ----------
Total current
liabilities............ 146,688 346,621 48,252 3,459 (147,436) 397,584

Long-term debt.............. -- 788,185 6,682 -- -- 794,867
Note payable to Issuer...... -- -- 603,100 -- (603,100) --
Deferred income taxes....... -- 26,104 12,980 11,538 -- 50,622
Other long-term
liabilities................ -- 12,732 3,954 573 -- 17,259
-------- ---------- -------- -------- ----------- ----------
Total liabilities....... 146,688 1,173,642 674,968 15,570 (750,536) 1,260,332
Shareholders' equity........ 190,668 185,424 86,517 128,850 (404,668) 186,791
-------- ---------- -------- -------- ----------- ----------
Total liabilities and
shareholders' equity....... $337,356 $1,359,066 $761,485 $144,420 $(1,155,204) $1,447,123
======== ========== ======== ======== =========== ==========

F-37

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

CONSOLIDATING CONDENSED STATEMENT OF FINANCIAL POSITION
December 31, 2001
(in thousands)

COMBINED COMBINED
PARENT GUARANTOR NONGUARANTOR
GUARANTOR ISSUER SUBSIDIARIES SUBSIDIARIES ELIM. CONSOLIDATED
--------- ---------- ------------ ------------ ----------- ------------

Current assets:
Cash and cash
equivalents.............. $ -- $ (1,589) $ 1,698 $ 785 $ -- $ 894
Accounts receivable,
net...................... -- 60,039 146,353 24,378 -- 230,770
Inventories, net.......... -- 51,032 47,634 12,193 -- 110,859
Net assets of discontinued
operations............... -- -- 60,070 69,498 -- 129,568
Net assets held for
sale..................... -- 25,852 26,516 -- -- 52,368
Note receivable from
Issuer................... 147,436 -- -- -- (147,436) --
Other current assets...... 295 41,988 26,113 2,741 -- 71,137
-------- ---------- -------- -------- ----------- ----------
Total current assets.... 147,731 177,322 308,384 109,595 (147,436) 595,596
Investment in
subsidiaries............... 240,954 233,432 157,794 -- (632,180) --
Property, plant and
equipment, net............. -- 151,735 216,975 53,568 -- 422,278
Goodwill and other
intangible assets, net..... -- 96,585 269,097 45,734 -- 411,416
Note receivable from
subsidiaries............... -- 749,400 -- -- (749,400) --
Other assets, net........... 1,023 29,925 31,227 2,992 (18,881) 46,286
-------- ---------- -------- -------- ----------- ----------
Total assets................ $389,708 $1,438,399 $983,477 $211,889 $(1,547,897) $1,475,576
======== ========== ======== ======== =========== ==========
Current liabilities:
Accounts payable.......... $ -- $ 63,491 $ 88,056 $ 8,493 $ -- $ 160,040
Other current
liabilities.............. 4,291 71,611 23,450 13,904 -- 113,256
Intercompany payable
(receivable)............. 4,477 190,395 (167,446) (27,426) -- --
Note payable to Parent.... -- 147,436 -- -- (147,436) --
Current portion of
long-term debt........... 139,063 161,850 2,085 172 -- 303,170
-------- ---------- -------- -------- ----------- ----------
Total current
liabilities............ 147,831 634,783 (53,855) (4,857) (147,436) 576,466

Long-term debt.............. -- 523,247 19,708 9,096 -- 552,051
Note payable to Issuer...... -- -- 749,400 -- (749,400) --
Deferred income taxes....... -- 28,287 48,882 11,224 -- 88,393
Other long-term
liabilities................ -- 24,655 10,466 549 (18,881) 16,789
-------- ---------- -------- -------- ----------- ----------
Total liabilities....... 147,831 1,210,972 774,601 16,012 (915,717) 1,233,699
Shareholders' equity........ 241,877 227,427 208,876 195,877 (632,180) 241,877
-------- ---------- -------- -------- ----------- ----------
Total liabilities and
shareholders' equity....... $389,708 $1,438,399 $983,477 $211,889 $(1,547,897) $1,475,576
======== ========== ======== ======== =========== ==========

F-38

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

CONSOLIDATING CONDENSED STATEMENT OF FINANCIAL POSITION
December 31, 2000
(in thousands)

COMBINED COMBINED
PARENT GUARANTOR NONGUARANTOR
GUARANTOR ISSUER SUBSIDIARIES SUBSIDIARIES ELIM. CONSOLIDATED
--------- ---------- ------------ ------------ ----------- ------------

Current assets:
Cash and cash
equivalents.............. $ -- $ 9,596 $ (9,198) $ 64 $ -- $ 462
Accounts receivable....... -- 22,168 79,219 125,956 -- 227,343
Inventories, net.......... -- 51,359 72,855 14,827 -- 139,041
Net assets of discontinued
operations............... -- -- 158,597 72,791 -- 231,388
Note receivable from
Issuer................... 147,436 -- -- -- (147,436) --
Other current assets...... 262 25,741 37,519 89 -- 63,611
-------- ---------- ---------- -------- ----------- ----------
Total current assets.... 147,698 108,864 338,992 213,727 (147,436) 661,845
Investment in
subsidiaries............... 385,505 357,592 148,620 -- (891,717) --
Property, plant and
equipment, net............. -- 132,522 286,738 61,067 -- 480,327
Goodwill and other
intangible assets, net..... -- 49,455 396,722 49,975 -- 496,152
Notes receivable from
subsidiaries............... -- 784,400 -- -- (784,400) --
Other assets, net........... 3,481 55,580 1,049 5,150 (19,992) 45,268
-------- ---------- ---------- -------- ----------- ----------
Total assets................ $536,684 $1,488,413 $1,172,121 $329,919 $(1,843,545) $1,683,592
======== ========== ========== ======== =========== ==========
Current liabilities:
Accounts payable.......... $ -- $ 32,446 $ 95,699 $ 8,403 $ -- $ 136,548
Other current
liabilities.............. 11,768 24,556 69,445 15,769 -- 121,538
Intercompany payable
(receivable)............. -- 100,773 (228,567) 127,794 -- --
Note payable to Parent.... -- 147,436 -- -- (147,436) --
Current maturities of
long-term debt........... -- 30,767 8,456 1,152 -- 40,375
-------- ---------- ---------- -------- ----------- ----------
Total current
liabilities............ 11,768 335,978 (54,967) 153,118 (147,436) 298,461
Long-term debt.............. 139,063 718,147 9,207 15,559 -- 881,976
Notes payable to issuer..... -- -- 784,400 -- (784,400) --
Deferred income taxes....... -- 28,288 50,923 11,879 -- 91,090
Other liabilities........... -- 20,495 24,966 743 (19,992) 26,212
-------- ---------- ---------- -------- ----------- ----------
Total liabilities....... 150,831 1,102,908 814,529 181,299 (951,828) 1,297,739
Shareholders' equity........ 385,853 385,505 357,592 148,620 (891,717) 385,853
-------- ---------- ---------- -------- ----------- ----------
Total liabilities and
shareholders' equity....... $536,684 $1,488,413 $1,172,121 $329,919 $(1,843,545) $1,683,592
======== ========== ========== ======== =========== ==========

F-39

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
Six Months Ended June 30, 2002
(unaudited)
(in thousands)

COMBINED COMBINED
PARENT GUARANTOR NONGUARANTOR
GUARANTOR ISSUER SUBSIDIARIES SUBSIDIARIES ELIM. CONSOLIDATED
--------- -------- ------------ ------------ -------- ------------

Net sales....................... $ -- $278,380 $504,026 $82,043 $ -- $864,449
Cost of sales................... -- 227,640 411,886 58,056 -- 697,582
-------- -------- -------- ------- -------- --------
Gross profit.................... -- 50,740 92,140 23,987 -- 166,867
Other operating expenses........ 34 40,935 88,842 8,444 -- 138,255
Restructuring and other
charges........................ -- 20,720 2,061 1,019 -- 23,800
Impairment charges.............. -- 6,061 13,217 -- -- 19,278
-------- -------- -------- ------- -------- --------
Operating income (loss)......... (34) (16,976) (11,980) 14,524 -- (14,466)
Other expense (income):
Interest expense.............. 3,000 39,414 26,913 (61) (35,388) 33,878
Other expense (income)........ (3,477) (31,687) 211 (98) 35,388 337
-------- -------- -------- ------- -------- --------
Income (loss) before income
taxes and equity in
undistributed earnings of
subsidiaries................... 443 (24,703) (39,104) 14,683 -- (48,681)
Provision (benefit) for income
taxes.......................... -- (9,594) (2,437) 4,903 -- (7,128)
-------- -------- -------- ------- -------- --------
Income (loss) before equity in
undistributed earnings of
subsidiaries................... 443 (15,109) (36,667) 9,780 -- (41,553)
Equity in undistributed earnings
of subsidiaries................ (56,396) (34,919) 4,070 -- 87,245 --
-------- -------- -------- ------- -------- --------
Income (loss) before
discontinued operations and
extraordinary items............ (55,953) (50,028) (32,597) 9,780 87,245 (41,553)
Loss on disposal, net of tax
benefit........................ -- -- (8,862) 710 -- (8,152)
Extraordinary loss, net of tax
benefit........................ -- (10,125) -- -- -- (10,125)
-------- -------- -------- ------- -------- --------
Net income (loss)............... $(55,953) $(60,153) $(41,459) $10,490 $ 87,245 $(59,830)
======== ======== ======== ======= ======== ========

F-40

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
Six Months Ended June 30, 2001
(unaudited)
(in thousands)

COMBINED COMBINED
PARENT GUARANTOR NONGUARANTOR
GUARANTOR ISSUER SUBSIDIARIES SUBSIDIARIES ELIM. CONSOLIDATED
--------- -------- ------------ ------------ -------- ------------

Net sales....................... $ -- $230,054 $638,968 $ 91,314 $ -- $960,336
Cost of sales................... -- 184,931 504,242 66,826 -- 755,999
-------- -------- -------- -------- -------- --------
Gross profit.................... -- 45,123 134,726 24,488 -- 204,337
Other operating expenses........ 183 35,716 105,928 9,525 -- 151,352
Restructuring and other
charges........................ -- 15,876 4,326 (153) -- 20,049
Impairment loss on assets held
for sale....................... -- -- 8,807 -- -- 8,807
-------- -------- -------- -------- -------- --------
Operating income (loss)......... (183) (6,469) 15,665 15,116 -- 24,129
Other expense (income):
Interest expense.............. 3,477 38,244 28,515 3,495 (39,960) 33,771
Other expense (income)........ (3,953) (34,907) (113) (3) 39,960 984
-------- -------- -------- -------- -------- --------
Income (loss) before income
taxes and equity in
undistributed earnings of
subsidiaries................... 293 (9,806) (12,737) 11,624 -- (10,626)
Provision (benefit) for income
taxes.......................... -- (429) (5,718) 5,021 -- (1,126)
-------- -------- -------- -------- -------- --------
Income (loss) before equity in
undistributed earnings of
subsidiaries................... 293 (9,377) (7,019) 6,603 -- (9,500)
Equity in undistributed earnings
of subsidiaries................ (89,196) (77,165) (20,400) -- 186,761 --
-------- -------- -------- -------- -------- --------
Income (loss) before
discontinued operations........ (88,903) (86,542) (27,419) 6,603 186,761 (9,500)
Loss from discontinued
operations, net of tax......... -- -- 103 (3,085) -- (2,982)
Loss on disposal, net of tax
benefit........................ -- -- (43,043) (33,378) -- (76,421)
-------- -------- -------- -------- -------- --------
Net income (loss)............... $(88,903) $(86,542) $(70,359) $(29,860) $186,761 $(88,903)
======== ======== ======== ======== ======== ========

F-41

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
Year Ended December 31, 2001
(in thousands)

COMBINED COMBINED
PARENT GUARANTOR NONGUARANTOR
GUARANTOR ISSUER SUBSIDIARIES SUBSIDIARIES ELIM. CONSOLIDATED
--------- --------- ------------ ------------ -------- ------------

Net sales...................... $ -- $ 590,082 $1,101,755 $176,931 $ -- $1,868,768
Cost of sales.................. -- 477,170 878,089 125,876 -- 1,481,135
--------- --------- ---------- -------- -------- ----------
Gross profit................... -- 112,912 223,666 51,055 -- 387,633
Operating expenses:
Selling, administrative and
other....................... 378 87,621 186,825 18,377 -- 293,201
Impairment on assets held for
sale and former discontinued
operation................... -- -- 36,523 -- -- 36,523
Restructuring, asset
impairments and other
charges..................... -- 38,878 4,360 (153) -- 43,085
--------- --------- ---------- -------- -------- ----------
Total operating expenses... 378 126,499 227,708 18,224 -- 372,809
Operating income (loss)........ (378) (13,587) (4,042) 32,831 -- 14,824
Other (income) expense:
Interest expense............. 7,970 73,260 52,705 5,885 (76,506) 63,314
Other expense (income)....... (8,923) (66,925) 904 361 76,506 1,923
--------- --------- ---------- -------- -------- ----------
Income (loss) from continuing
operations, before income
taxes and undistributed
earnings of subsidiaries...... 575 (19,922) (57,651) 26,585 -- (50,413)
Provision for income taxes..... -- (7,670) (7,406) 9,876 -- (5,200)
--------- --------- ---------- -------- -------- ----------
Income (loss) from continuing
operations, before
undistributed earnings of
subsidiaries.................. 575 (12,252) (50,245) 16,709 -- (45,213)
Equity in undistributed
earnings of subsidiaries...... (136,792) (113,717) 23,699 -- 226,810 --
--------- --------- ---------- -------- -------- ----------
Income from continuing
operations.................... (136,217) (125,969) (26,546) 16,709 226,810 (45,213)
Loss from discontinued
operations.................... -- -- (51,014) (39,990) -- (91,004)
--------- --------- ---------- -------- -------- ----------
Net income..................... $(136,217) $(125,969) $ (77,560) $(23,281) $226,810 $ (136,217)
========= ========= ========== ======== ======== ==========

F-42

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
Year Ended December 31, 2000
(in thousands)

COMBINED COMBINED
PARENT GUARANTOR NONGUARANTOR
GUARANTOR ISSUER SUBSIDIARIES SUBSIDIARIES ELIM. CONSOLIDATED
--------- -------- ------------ ------------ -------- ------------

Net sales....................... $ -- $458,560 $1,412,671 $173,119 $ -- $2,044,350
Cost of sales................... -- 363,416 1,109,370 126,827 -- 1,599,613
------- -------- ---------- -------- -------- ----------
Gross profit.................... -- 95,144 303,301 46,292 -- 444,737
Operating expenses:
Selling, administrative and
other........................ 294 75,804 205,613 18,324 -- 300,035
Restructuring, asset
impairments and other
charges...................... -- 1,146 12,240 1,102 -- 14,488
------- -------- ---------- -------- -------- ----------
Total operating expenses.... 294 76,950 217,853 19,426 -- 314,523
Operating income (loss)......... (294) 18,194 85,448 26,866 -- 130,214
Other (income) expense:
Interest expense.............. 8,035 78,672 59,910 3,908 (77,528) 72,997
Other (income) expense........ (8,846) (66,991) (844) -- 77,528 847
------- -------- ---------- -------- -------- ----------
Income (loss) from continuing
operations, before income taxes
and undistributed earnings of
subsidiaries................... 517 6,513 26,382 22,958 -- 56,370
Provision for income taxes...... -- 2,435 9,486 9,703 -- 21,624
------- -------- ---------- -------- -------- ----------
Income (loss) from continuing
operations, before
undistributed earnings of
subsidiaries................... 517 4,078 16,896 13,255 -- 34,746
Equity in undistributed earnings
of subsidiaries................ 25,263 23,885 17,203 -- (66,351) --
------- -------- ---------- -------- -------- ----------
Income from continuing
operations..................... 25,780 27,963 34,099 13,255 (66,351) 34,746
Loss from discontinued
operations..................... -- -- (8,478) (97) -- (8,575)
------- -------- ---------- -------- -------- ----------
Income before extraordinary
items.......................... 25,780 27,963 25,621 13,158 (66,351) 26,171
Extraordinary items............. 1,838 (391) -- -- -- 1,447
------- -------- ---------- -------- -------- ----------
Net income...................... $27,618 $ 27,572 $ 25,621 $ 13,158 $(66,351) $ 27,618
======= ======== ========== ======== ======== ==========

F-43

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
Year Ended December 31, 1999
(in thousands)

COMBINED COMBINED
PARENT GUARANTOR NONGUARANTOR
GUARANTOR ISSUER SUBSIDIARIES SUBSIDIARIES ELIM. CONSOLIDATED
--------- -------- ------------ ------------ --------- ------------

Net sales...................... $ -- $366,782 $1,178,783 $153,657 $ -- $1,699,222
Cost of sales.................. -- 284,246 920,253 111,236 -- 1,315,735
------- -------- ---------- -------- --------- ----------
Gross profit................... -- 82,536 258,530 42,421 -- 383,487
Operating expenses:
Selling, administrative and
other....................... 200 61,342 154,846 16,291 -- 232,679
Restructuring, asset
impairments and other
charges..................... -- 1,923 (116) -- -- 1,807
------- -------- ---------- -------- --------- ----------
Total operating expenses... 200 63,265 154,730 16,291 -- 234,486
Operating income (loss)........ (200) 19,271 103,800 26,130 -- 149,001
Other (income) expense:
Interest expense............. 8,543 47,431 12,731 4,679 (27,573) 45,811
Other (income) expense....... (8,846) (19,007) (944) (4) 27,573 (1,228)
------- -------- ---------- -------- --------- ----------
Income (loss) from continuing
operations, before income
taxes and undistributed
earnings of subsidiaries...... 103 (9,153) 92,013 21,455 -- 104,418
Provision for income taxes..... 39 (3,737) 37,876 8,243 -- 42,421
------- -------- ---------- -------- --------- ----------
Income (loss) from continuing
operations, before
undistributed earnings of
subsidiaries.................. 64 (5,416) 54,137 13,212 -- 61,997
Equity in undistributed
earnings of subsidiaries...... 64,418 69,834 18,742 -- (152,994) --
------- -------- ---------- -------- --------- ----------
Income from continuing
operations.................... 64,482 64,418 72,879 13,212 (152,994) 61,997
Income (loss) from discontinued
operations.................... -- -- (6,617) 9,102 -- 2,485
------- -------- ---------- -------- --------- ----------
Net income..................... $64,482 $ 64,418 $ 66,262 $ 22,314 $(152,994) $ 64,482
======= ======== ========== ======== ========= ==========

F-44

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
June 30, 2002
(unaudited)
(in thousands)

COMBINED COMBINED
PARENT GUARANTOR NONGUARANTOR
GUARANTOR ISSUER SUBSIDIARIES SUBSIDIARIES ELIM. CONSOLIDATED
--------- --------- ------------ ------------ -------- ------------

Cash flows from operating
activities..................... $ (18) $ (12,105) $ 16,409 $ 95,104 $(85,039) $ 14,351
Cash flows from investing
activities:
Acquisition costs............. -- (1,021) -- -- -- (1,021)
Capital expenditures.......... -- (1,814) (17,849) (1,746) -- (21,409)
Proceeds from divestitures,
net.......................... -- 96,887 -- -- -- 96,887
Proceeds from the sale of
assets....................... -- 5,940 113 -- -- 6,053
------- --------- -------- -------- -------- ---------
Net cash provided by (used in)
investing activities......... -- 99,992 (17,736) (1,746) -- 80,510
Cash flows from financing
activities:
Proceeds from common stock
issuance..................... 18 -- -- -- -- 18
Proceeds from long-term
debt......................... -- 706,288 -- -- -- 706,288
Repayments of long-term
debt......................... -- (612,629) (7,469) (94,055) 85,039 (629,114)
Debt issuance costs........... -- (16,574) -- -- -- (16,574)
------- --------- -------- -------- -------- ---------
Net cash provided by (used in)
financing activities......... 18 77,085 (7,469) (94,055) 85,039 60,618
Effect of exchange rate changes
on cash........................ -- -- -- (129) -- (129)
Net cash used in discontinued
operations..................... -- -- (8,245) (305) -- (8,550)
------- --------- -------- -------- -------- ---------
Net change in cash and cash
equivalents.................... -- 164,972 (17,041) (1,131) -- 146,800
Balance at beginning of year.... -- (18,004) 17,653 1,245 -- 894
------- --------- -------- -------- -------- ---------
Balance at end of year.......... $ -- $ 146,968 $ 612 $ 114 $ -- $ 147,694
======= ========= ======== ======== ======== =========

F-45

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
June 30, 2001
(unaudited)
(in thousands)

COMBINED COMBINED
PARENT GUARANTOR NONGUARANTOR
GUARANTOR ISSUER SUBSIDIARIES SUBSIDIARIES CONSOLIDATED
--------- --------- ------------ ------------ ------------

Cash flows from operating activities..... $ (6) $ 20,468 $(12,447) $ 76,516 $ 84,531
Cash flows from investing activities:
Acquisition costs...................... -- (3,844) -- -- (3,844)
Capital expenditures................... -- (5,848) (10,319) (1,041) (17,208)
Proceeds from sale of assets........... -- 2,592 362 386 3,340
---- --------- -------- -------- ---------
Net cash provided by (used in)
investing activities.................. -- (7,100) (9,957) (655) (17,712)
Cash flows from financing activities:
Changes due to accounts receivable
securitization, net................... -- -- -- (75,000) (75,000)
Proceeds from common stock issuance.... 6 -- -- -- 6
Proceeds from long-term debt........... -- 357,013 -- 4,517 361,530
Repayments of long-term debt........... -- (368,923) (3,823) (5,440) (378,186)
Debt issuance costs.................... -- (2,260) -- -- (2,260)
---- --------- -------- -------- ---------
Net cash provided by financing
activities............................ 6 (14,170) (3,823) (75,923) (93,910)
Effect of exchange rate changes on
cash.................................... -- -- -- (22) (22)
Cash flows from discontinued
operations.............................. -- -- 27,402 733 28,135
---- --------- -------- -------- ---------
Net change in cash and cash
equivalents............................. -- (802) 1,175 649 1,022
Balance at beginning of year............. -- 30 441 118 589
---- --------- -------- -------- ---------
Balance at end of year................... $ -- $ (772) $ 1,616 $ 767 $ 1,611
==== ========= ======== ======== =========

F-46

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
December 31, 2001
(in thousands)

COMBINED COMBINED
PARENT GUARANTOR NONGUARANTOR
GUARANTOR ISSUER SUBSIDIARIES SUBSIDIARIES ELIM. CONSOLIDATED
--------- --------- ------------ ------------ --------- ------------

Cash flows from operating
activities.................... $ -- $ 17,692 $(177,786) $ 76,337 $ 254,692 $ 170,935
Cash flows from investing
activities:
Acquisition costs, net of
cash acquired............... -- (3,838) -- -- -- (3,838)
Capital expenditures......... -- (13,187) (17,576) (1,979) -- (32,742)
Purchase of investments...... -- (100) -- -- -- (100)
Investment in subsidiaries... (413) (12,940) 13,353 -- -- --
Other, net................... -- -- (424) 4,206 -- 3,782
----- --------- --------- -------- --------- ---------
Net cash provided by (used
in) investing activities.... (413) (30,065) (4,647) 2,227 -- (32,898)
Cash flows from financing
activities:
Decrease in accounts
receivable financing
facility.................... -- -- -- (75,000) -- (75,000)
Proceeds from exercise of
stock options............... 413 -- -- -- -- 413
Proceeds from issuance of
long-term debt.............. -- 628,013 -- 6,391 -- 634,404
Repayments of long-term
debt........................ -- (682,612) (7,734) (9,176) -- (699,522)
Capitalized loan fees........ -- (4,439) -- -- -- (4,439)
Investment by parent......... -- 68,233 69,883 116,576 (254,692) --
----- --------- --------- -------- --------- ---------
Net cash provided by (used
in) financing activities.... 413 9,195 62,149 38,791 (254,692) (144,144)
Effect of exchange rate changes
on cash and cash
equivalents................... -- -- (13) (60) -- (73)
Cash flows from discontinued
operations.................... -- -- 30,076 (23,464) -- 6,612
----- --------- --------- -------- --------- ---------
Net increase (decrease) in cash
and cash equivalents.......... -- (3,178) (90,221) 93,831 -- 432
Cash and cash equivalents at
beginning of year............. -- 1,589 (1,865) 738 -- 462
----- --------- --------- -------- --------- ---------
Cash and cash equivalents at
end of year................... $ -- $ (1,589) $ (92,086) $ 94,569 $ -- $ 894
===== ========= ========= ======== ========= =========

F-47

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
December 31, 2000
(in thousands)

COMBINED COMBINED
PARENT GUARANTOR NONGUARANTOR
GUARANTOR ISSUER SUBSIDIARIES SUBSIDIARIES ELIM. CONSOLIDATED
--------- ---------- ------------ ------------ --------- ------------

Cash flows from operating
activities................... $ (4,601) $ (43,147) $ 216,023 $(15,103) $ -- $ 153,172
Cash flows from investing
activities:
Acquisitions, net of cash
acquired................... -- (2,978) (223,691) -- -- (226,669)
Proceeds from
divestitures............... -- 110,646 -- -- -- 110,646
Capital expenditures........ -- (12,555) (48,114) (6,394) -- (67,063)
Purchase of investments..... -- (1,500) -- -- -- (1,500)
Investment in
subsidiaries............... 9,665 (362,584) -- -- 352,919 --
Other, net.................. 14,599 48,004 196,948 84,215 (312,629) 31,137
-------- ---------- --------- -------- --------- ----------
Net cash provided by (used
in) investing activities... 24,264 (220,967) (74,857) 77,821 40,290 (153,449)
Cash flows from financing
activities:
Decrease in accounts
receivable financing
facility................... -- -- -- (73,500) -- (73,500)
Proceeds from exercise of
stock options.............. 335 -- -- -- -- 335
Proceeds from issuance of
long-term debt............. -- 1,121,000 -- 10,069 -- 1,131,069
Repayments of long-term
debt....................... (9,998) (846,782) (4,786) (18,199) -- (879,765)
Repurchase of common stock.. (10,000) -- -- -- -- (10,000)
Capitalized loan fees....... -- (15,002) -- -- -- (15,002)
Other....................... -- (3,508) -- -- -- (3,508)
Investment by parent........ -- (9,665) 31,955 18,000 (40,290) --
-------- ---------- --------- -------- --------- ----------
Net cash provided by (used
in) financing activities... (19,663) 246,043 27,169 (63,630) (40,290) 149,629
Effect of exchange rate
changes on cash and cash
equivalents.................. -- -- (10) -- -- (10)
Cash flows from discontinued
operations................... -- -- (146,729) (2,323) -- (149,052)
-------- ---------- --------- -------- --------- ----------
Net increase (decrease) in
cash and cash equivalents.... -- (18,071) 21,596 (3,235) -- 290
Cash and cash equivalents at
beginning of year............ -- 27,667 (31,463) 3,968 -- 172
-------- ---------- --------- -------- --------- ----------
Cash and cash equivalents at
end of year.................. $ -- $ 9,596 $ (9,867) $ 733 $ -- $ 462
======== ========== ========= ======== ========= ==========

F-48

MAIL-WELL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(AMOUNTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ARE
UNAUDITED)

CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
December 31, 1999
(in thousands)

COMBINED COMBINED
PARENT GUARANTOR NONGUARANTOR
GUARANTOR ISSUER SUBSIDIARIES SUBSIDIARIES ELIM. CONSOLIDATED
--------- --------- ------------ ------------ --------- ------------

Cash flows from operating
activities.................... $ 4,595 $ (1,707) $ 111,076 $ 3,540 $ -- $ 117,504
Cash flows from investing
activities:
Acquisitions, net of cash
acquired.................... -- (2,628) (128,869) -- -- (131,497)
Capital expenditures......... -- (12,944) (52,857) (4,804) -- (70,605)
Investment in subsidiaries... (2,029) (236,080) 47,574 -- 190,535 --
Loan to subsidiaries......... -- (245,000) -- -- 245,000 --
Other activity with
subsidiary, net............. -- 390,226 (411,749) (95,377) 116,900 --
Other, net................... (4,595) (656) 11,481 1,044 -- 7,274
------- --------- --------- -------- --------- ---------
Net cash used in investing
activities.................. (6,624) (107,082) (534,420) (99,137) 552,435 (194,828)
Cash flows from financing
activities:
Increase in accounts
receivable financing
facility.................... -- 49,519 67,381 95,900 (116,900) 95,900
Proceeds from exercise of
stock options............... 2,029 -- -- -- -- 2,029
Proceeds from issuance long-
term debt................... -- 374,235 -- 11,881 -- 386,116
Repayments of long-term
debt........................ -- (294,798) (8,881) (11,572) -- (315,251)
Capitalized loan............. -- (1,481) -- -- -- (1,481)
Loan from Issuer............. -- -- 245,000 -- (245,000) --
Investment by parent......... -- 2,029 188,506 -- (190,535) --
------- --------- --------- -------- --------- ---------
Net cash provided by
financing activities........ 2,029 129,504 492,006 96,209 (552,435) 167,313
Effect of exchange rate changes
on cash and cash
equivalents................... -- -- 9 16 -- 25
Cash flows from discontinued
operations.................... -- -- (91,687) 1,592 -- (90,095)
------- --------- --------- -------- --------- ---------
Net increase (decrease) in cash
and cash equivalents.......... -- 20,715 (23,016) 2,220 -- (81)
Cash and cash equivalents at
beginning of year............. -- 6,952 (8,433) 1,734 -- 253
------- --------- --------- -------- --------- ---------
Cash and cash equivalents at
end of year................... $ -- $ 27,667 $ (31,449) $ 3,954 $ -- $ 172
======= ========= ========= ======== ========= =========

F-49

(THIS PAGE INTENTIONALLY LEFT BLANK)

[Mail-Well I Corporation Logo]

DEALER PROSPECTUS DELIVERY OBLIGATION

Until , 2002, all dealers that effect transactions
----------------
in the new notes, whether or not participating in the exchange offer, may
be required to deliver a prospectus. This is in addition to the dealers'
obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS, MANAGERS AND OFFICERS

Section 145 of the Delaware General Corporation Law ("DGCL") empowers
a Delaware corporation to indemnify any person who was or is, 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 such
corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.
The indemnity may include expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or 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 action or proceeding, had no reasonable cause to
believe such person's conduct was unlawful.

Section 145 of the DGCL also provides that a Delaware corporation may
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 the person is or was a director, officer, employee or agent
of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in
a manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification is
permitted without judicial approval if the person is adjudged to be liable
to the corporation. Where a person is successful on the merits or otherwise
in the defense of any action referred to above, the corporation must
indemnify such person against the expenses which such person actually and
reasonably incurred.

Mail-Well I Corporation's Certificate of Incorporation provides that
Mail-Well I Corporation shall indemnify its officers and directors, and may
indemnify its employees and agents, to the fullest extent permitted by the
DGCL.

Section 102(b)(7) of the DGCL permits a corporation's certificate of
incorporation to include a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director for: (i)
any breach of the director's duty of loyalty to the corporation or its
stockholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) transactions
under Section 174 of the DGCL (unlawful payment of dividends or unlawful
stock purchases or redemptions) or (iv) any transaction from which the
director derived an improper personal benefit.

Mail-Well I Corporation's Certificate of Incorporation provides that a
director shall not be liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except to the
extent such exemption is not permitted under the DGCL.

II-1

ITEM 21. EXHIBITS

EXHIBIT
NO. DESCRIPTION
------- -----------

3.1 Certificate of Incorporation of Mail-Well Corporation--incorporated by
reference from Mail-Well I Corporation's Form S-4 filed March 15, 1999
(Reg. No. 333-74409).

3.2 Certificate of Amendment of Certificate of Incorporation of Mail-Well
Corporation--incorporated by reference from Mail-Well I Corporation's
Form S-4 filed March 15, 1999 (Reg. No. 333-74409).

3.3 Certificate of Correction Filed to Correct Certain Error in the Certificate
of Amendment of Mail-Well I Corporation Filed in the Office of the
Secretary of State of Delaware on September 11, 1995--incorporated by
reference from Mail-Well I Corporation's Form S-4 filed March 15, 1999
(Reg. No. 333-74409).

3.4 Certificate of Change of Registered Agent and Registered Office--
incorporated by reference from Mail-Well I Corporation's Form S-4
filed March 15, 1999 (Reg. No. 333-74409).

3.5 Bylaws of Mail-Well I Corporation--incorporated by reference from
Mail-Well I Corporation's Form S-4 filed March 15, 1999 (Reg. No. 333-74409).

4.1 Form of Indenture between Mail-Well, Inc. and The Bank of New York, as
Trustee, dated November 1997, relating to Mail-Well, Inc.'s $152,050,000
aggregate principal amount of 5% Convertible Subordinated Notes due
2002--incorporated by reference from Exhibit 4.2 to Mail-Well, Inc.'s
Amendment No. 2 to Form S-3 dated November 10, 1997 (Reg. No. 333-36337).

4.2 Form of Supplemental Indenture between Mail-Well, Inc. and The Bank of
New York, as Trustee, dated November 1997, relating to Mail-Well,
Inc.'s $152,050,000 aggregate principal amount of 5% Convertible
Subordinated Notes due 2002 and Form of Convertible Note--incorporated
by reference from Exhibit 4.5 to Mail-Well, Inc.'s Amendment No. 2 to
Form S-3 dated November 10, 1997 (Reg. No. 333-36337).

4.3 Indenture dated as of December 16, 1998 between Mail-Well I Corporation
and State Street Bank and Trust Company, as Trustee, relating to
Mail-Well I Corporation's $300,000,000 aggregate principal amount of
8 3/4% Senior Subordinated Notes due 2008--incorporated by reference
from Exhibit 4.4 to Mail-Well, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1998, File No. 1-12551.

4.4 Form of Senior Subordinated Note--incorporated by reference from
Exhibit 4.5 to Mail-Well, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1998, File No. 1-12551.

4.6 Indenture dated as of March 13, 2002 between Mail-Well I Corporation
and State Street Bank and Trust Company, as Trustee relating to
Mail-Well I Corporation's $350,000,000 aggregate principal amount of
9 5/8% Senior Notes due 2012--incorporated by reference to Exhibit 10.30
to Mail-Well, Inc.'s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002.

4.7 Form of Senior Note and Guarantee relating to Mail-Well I Corporation's
$350,000,000 aggregate principal amount 9 5/8% Senior Notes due
2012--incorporated by reference to Exhibit 10.31 to Mail-Well, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.

5 Opinion of Faegre & Benson LLP re: legality of Mail-Well I Corporation's
$350,000,000 aggregate principal amount of 9 5/8% Senior Notes due
2012--previously filed on September 9, 2002.

II-2

EXHIBIT
NO. DESCRIPTION
------- -----------

10.1 Form of Indemnity Agreement between Mail-Well, Inc. and each of its officers and
directors--incorporated by reference from Exhibit 10.17 of Mail-Well, Inc.'s
Registration Statement on Form S-1 dated March 25, 1994.

10.2 Form of Indemnity Agreement between Mail-Well I Corporation and each of its
officers and directors--incorporated by reference from Exhibit 10.18 of
Mail-Well, Inc.'s Registration Statement on Form S-1 dated March 25, 1994.

10.3 Form of M-W Corp. Employee Stock Ownership Plan effective as of February 23,
1994 and related Employee Stock Ownership Plan Trust Agreement--incorporated by
reference from Exhibit 10.19 of Mail-Well, Inc.'s Registration Statement on Form
S-1 dated March 25, 1994.

10.4 Form of M-W Corp. 401(k) Savings Retirement Plan--incorporated by reference from
Exhibit 10.20 of Mail-Well, Inc.'s Registration Statement on Form S-1 dated
March 25, 1994.

10.5 Mail-Well, Inc. 1994 Stock Option Plan, as amended on May 7, 1997--incorporated
by reference from Exhibit 10.56 of Mail-Well, Inc.'s Quarterly Report on Form
10-Q for the quarter ended June 30, 1997.

10.6 Form of Mail-Well, Inc. Incentive Stock Option Agreement--incorporated by
reference from Exhibit 10.22 of Mail-Well, Inc.'s Registration Statement on Form
S-1 dated March 25, 1994.

10.7 Form of Mail-Well, Inc. Nonqualified Stock Option Agreement--incorporated by
reference from Exhibit 10.23 of Mail-Well, Inc.'s Registration Statement on Form
S-1 dated March 25, 1994.

10.8 Mail-Well, Inc. 1997 Non-Qualified Stock Option Plan--incorporated by reference
from Exhibit 10.54 of Mail-Well, Inc.'s Form 10-Q for the quarter ended March
31, 1997.

10.9 1997 Non-Qualified Stock Option Agreement--incorporated by reference from
Exhibit 10.54 of Mail-Well, Inc.'s Form 10-Q for the quarter ended March 31,
1997.

10.10 Mail-Well, Inc. 1998 Incentive Stock Option Plan--incorporated by reference from
Exhibit 10.58 to the Company's Quarterly report on Form 10-Q for the quarter
ended March 31, 1998.

10.11 Mail-Well, Inc. 1998 Incentive Stock Option Plan Incentive Stock Option
Agreement--incorporated by reference from Exhibit 10.59 to the Company's Quarterly
report on Form 10-Q for the quarter ended March 31, 1998.

10.15 Merger Agreement and Plan of Merger by and among American Business Products,
Inc., Mail-Well, Inc., and Sherman Acquisition Corporation dated January 13,
2000--incorporated by reference from the Annual Report on Form 10-K for
Mail-Well, Inc.

10.16 Change of Control Agreement dated November 15, 1999, between the Company and
Paul V. Reilly--incorporated by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1999.

II-3

EXHIBIT
NO. DESCRIPTION
------- -----------

10.17 Change of Control Agreement dated November 15, 1999, between the Company and
Robert Meyer--incorporated by reference from the Company's Annual Report on Form
10-K for the year ended December 31, 1999.

10.22 Mail-Well, Inc. 2001 Long-Term Equity Incentive Plan--incorporated by reference from the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.

10.23 Form of Non-Qualified Stock Option Agreement under 2001 Long-Term Equity Incentive
Plan--incorporated by reference from the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001.

10.24 Form of Incentive Stock Option Agreement under 2001 Long-Term Equity Incentive Plan--
incorporated by reference from the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001.

10.25 Form of Restricted Stock Award Agreement under 2001 Long-Term Equity Incentive Plan--
incorporated by reference from the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001.

10.30 Purchase Agreement dated March 8, 2002, between Mail-Well I Corporation, and Credit
Suisse First Boston, UBS Warburg LLC, Banc of America Securities LLC, U.S. Bancorp Piper
Jaffray Inc., First Union Securities, Inc., and Scotia Capital (USA) Inc., as Initial
Purchasers, relating to Mail-Well I Corporation's $350,000,000 aggregate principal
amount of 9 5/8% Senior Notes due 2012--previously filed on June 11, 2002.

10.31 Registration Rights Agreement dated March 13, 2002, between Mail-Well I Corporation, and
Credit Suisse First Boston, UBS Warburg LLC, Banc of America Securities LLC, U.S.
Bancorp Piper Jaffray Inc., First Union Securities, Inc., and Scotia Capital (USA) Inc.,
as Initial Purchasers, relating to Mail-Well I Corporation's $350,000,000 aggregate
principal amount of 9 5/8% Senior Notes due 2012--incorporated by reference to Exhibit
10.32 to Mail-Well, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31,
2002.

10.32 Stock Purchase Agreement, dated May 6, 2002, among MWL Acquisition Corp., Mail-Well I
Corporation and Mail-Well, Inc.--previously filed on June 11, 2002.

10.33 Amendment No. 1 to Stock Purchase Agreement, dated May 21, 2002, among MWL Acquisition
Corp., Mail-Well I Corporation and Mail-Well, Inc.--previously filed on June 11, 2002.

10.34 Amended and Restated Credit Agreement dated June 27, 2002 among Mail-Well, Inc., Mail-
Well I Corporation, the domestic subsidiaries of Mail-Well I Corporation named in the
agreement, the financial institutions from time to time parties thereto, and Bank of
America, N.A., as administrative agent--incorporated by reference to Exhibit 10.27 to
Mail-Well, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.

10.35 Amended and Restated Security Agreement, dated June 27, 2002 among Mail-Well, Inc.,
Mail-Well I Corporation, the domestic subsidiaries of Mail-Well I Corporation named in
the agreement, and Bank of America, N.A., as agent--incorporated by reference to Exhibit
10.28 to Mail-Well, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30,
2002.

II-4

EXHIBIT
NO. DESCRIPTION
------- -----------

10.36* Amendment No. 1 to Amended and Restated Credit Agreement, dated September 27, 2002 among
Mail-Well, Inc., Mail-Well I Corporation, certain subsidiaries of Mail-Well I, the lenders
under the Amended and Restated Credit Agreement, and Bank of America, N.A., as administrative
agent for the lenders.

12 Calculation of ratio of earnings to fixed charges--previously filed on
September 9, 2002.

21 Subsidiaries of the Registrant--previously filed on June 11, 2002.

23.1* Consent of Ernst & Young LLP

23.2 Consent of Faegre & Benson LLP (included in Exhibit 5)--previously filed on
September 9, 2002.

24 Powers of Attorney--previously filed on June 11, 2002.

25 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of State
Street Bank and Trust Company, as trustee under the indenture, relating to the old notes
and the new notes (separately bound)--previously filed on June 11, 2002.

99.1 Form of Letter of Transmittal--previously filed on September 9, 2002.

99.2 Form of Notice of Guaranteed Delivery--previously filed on June 11, 2002.

99.3 Form of letter to Brokers, Dealers, Commercial Banks, Trust Companies and other
Nominees--previously filed on June 11, 2002.

99.4 Form of Letter to Clients--previously filed on June 11, 2002.

--------
* Filed herewith

II-5

ITEM 22. UNDERTAKINGS

(A) The undersigned registrants hereby undertake:

(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 (the "Securities Act");

(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this 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
Commission pursuant to Rule 424(b) under the Securities
Act, if, in the aggregate, the changes in volume and price
represent no more than a 20% 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 this
registration statement or any material change to such
information in this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, 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 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 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities 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 controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

(1) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11 or
13 of this Form S-4, within one business day of receipt of such
request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of
the registration statement through the date of responding to the
request.

(2) 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-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this amendment no. 2 to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Englewood, State of Colorado, on the 8th day
of October, 2002.

MAIL-WELL I CORPORATION

By: /s/ PAUL V. REILLY
----------------------------------
Paul V. Reilly
Chairman of the Board, President &
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
amendment no. 2 to the registration statement has been signed on the
8th day of October, 2002, by the following persons in the capacities
indicated:

/s/ PAUL V. REILLY Chairman of the Board, President &
------------------------------------------- Chief Executive Officer
Paul V. Reilly (Principal Executive Officer)

/s/ MICHEL P. SALBAING Director, Senior Vice President &
------------------------------------------- Chief Financial Officer
Michel P. Salbaing (Principal Financial Officer)

/s/ ROGER WERTHEIMER Director
-------------------------------------------
Roger Wertheimer

/s/ WILLIAM W. HUFFMAN, JR. Vice President & Controller
------------------------------------------- (Principal Accounting Officer)
William W. Huffman, Jr.

II-7

SIGNATURES

ABP BOOKS, INC.

By: /s/ PAUL V. REILLY
----------------------------------
Paul V. Reilly
Chairman of the Board, President &
Chief Executive Officer

/s/ PAUL V. REILLY Chairman of the Board, President &
------------------------------------------- Chief Executive Officer
Paul V. Reilly (Principal Executive Officer)

/s/ MICHEL P. SALBAING Director, Senior Vice President &
------------------------------------------- Chief Financial Officer
Michel P. Salbaing (Principal Financial Officer)

/s/ WILLIAM W. HUFFMAN, JR. Vice President & Controller
------------------------------------------- (Principal Accounting Officer)
William W. Huffman, Jr.

/s/ ROGER WERTHEIMER Director
-------------------------------------------
Roger Wertheimer

II-8

SIGNATURES

DISCOUNT LABELS, INC.

By: /s/ PAUL V. REILLY
----------------------------------
Paul V. Reilly
Chairman of the Board &
Executive Vice President

/s/ PAUL V. REILLY Chairman of the Board &
------------------------------------------- Executive Vice President
Paul V. Reilly (Principal Executive Officer)

/s/ MICHEL P. SALBAING Director & Senior Vice President
------------------------------------------- (Principal Financial Officer)
Michel P. Salbaing

/s/ WILLIAM W. HUFFMAN, JR. Vice President & Controller
------------------------------------------- (Principal Accounting Officer)
William W. Huffman, Jr.

/s/ ROGER WERTHEIMER Director
-------------------------------------------
Roger Wertheimer

II-9

SIGNATURES

HILL GRAPHICS, INC.

By: /s/ PAUL V. REILLY
----------------------------------
Paul V. Reilly
Chairman of the Board &
Executive Vice President

/s/ MICHEL P. SALBAING Director, Senior Vice President--
------------------------------------------- Chief Financial Officer
Michel P. Salbaing (Principal Financial Officer)

/s/ PAUL V. REILLY Chairman of the Board &
------------------------------------------- Executive Vice President
Paul V. Reilly (Principal Executive Officer)

/s/ WILLIAM W. HUFFMAN, JR. Vice President & Controller
------------------------------------------- (Principal Accounting Officer)
William W. Huffman, Jr.

/s/ ROGER WERTHEIMER Director
-------------------------------------------
Roger Wertheimer

II-10

SIGNATURES

MAIL-WELL, INC.

By: /s/ PAUL V. REILLY
----------------------------------
Paul V. Reilly
Chairman of the Board, President &
Chief Executive Officer

/s/ PAUL V. REILLY Chairman of the Board, President &
------------------------------------------- Chief Executive Officer
Paul V. Reilly (Principal Executive Officer)

/s/ MICHEL P. SALBAING Senior Vice President &
------------------------------------------- Chief Financial Officer
Michel P. Salbaing (Principal Financial Officer)

/s/ WILLIAM W. HUFFMAN, JR. Vice President & Controller
------------------------------------------- (Principal Accounting Officer)
William W. Huffman, Jr.

* Director
-------------------------------------------
Frank P. Diassi

* Director
-------------------------------------------
Frank J. Hevrdeis

* Director
-------------------------------------------
Janice C. Peters

* Director
-------------------------------------------
Jerome W. Pickholz

Director

-------------------------------------------
Alister W. Reynolds

Director

-------------------------------------------
W. Thomas Stephens

*By: /s/ ROGER WERTHEIMER
-------------------------------------------
Attorney-in-fact

II-11

SIGNATURES

MAIL-WELL COMMERCIAL PRINTING, INC.

By: /s/ PAUL V. REILLY
----------------------------------
Paul V. Reilly
Chairman of the Board &
Executive Vice President

/s/ PAUL V. REILLY Chairman of the Board &
------------------------------------------- Executive Vice President
Paul V. Reilly (Principal Executive Officer)

/s/ MICHEL P. SALBAING Director and Senior Vice President
------------------------------------------- (Principal Financial Officer)
Michel P. Salbaing

/s/ WILLIAM W. HUFFMAN, JR. Vice President & Controller
------------------------------------------- (Principal Accounting Officer)
William W. Huffman, Jr.

/s/ ROGER WERTHEIMER Director
-------------------------------------------
Roger Wertheimer

II-12

SIGNATURES

MAIL-WELL MEXICO HOLDINGS, INC.

By: /s/ PAUL V. REILLY
----------------------------------
Paul V. Reilly
Chairman of the Board, President &
Chief Executive Officer

/s/ PAUL V. REILLY Chairman of the Board, President &
------------------------------------------- Chief Executive Officer
Paul V. Reilly (Principal Executive Officer)

/s/ MICHEL P. SALBAING Director, Senior Vice President &
------------------------------------------- Chief Financial Officer
Michel P. Salbaing (Principal Financial Officer)

/s/ WILLIAM W. HUFFMAN, JR. Vice President & Controller
------------------------------------------- (Principal Accounting Officer)
William W. Huffman, Jr.

/s/ ROGER WERTHEIMER Director
-------------------------------------------
Roger Wertheimer

II-13

SIGNATURES

MAIL-WELL TEXAS FINANCE, L.P.

By: /s/ PAUL V. REILLY
------------------------------------
Paul V. Reilly
Chairman of the Board, President &
Chief Executive Officer, Mail-Well I
Corporation, General Partner

/s/ PAUL V. REILLY Chairman of the Board, President &
------------------------------------------- Chief Executive Officer
Paul V. Reilly (Principal Executive Officer of the
general partner)

/s/ MICHEL P. SALBAING Director, Senior Vice President &
------------------------------------------- Chief Financial Officer
Michel P. Salbaing (Principal Financial Officer of the
general partner)

/s/ WILLIAM W. HUFFMAN, JR. Vice President & Controller
------------------------------------------- (Principal Accounting Officer of the
William W. Huffman, Jr. general partner)

/s/ ROGER WERTHEIMER Director of the general partner
-------------------------------------------
Roger Wertheimer

II-14

SIGNATURES

MAIL-WELL SERVICES, INC.

By: /s/ PAUL V. REILLY
----------------------------------
Paul V. Reilly
Chairman of the Board, President &
Chief Executive Officer

/s/ PAUL V. REILLY Chairman of the Board, President &
------------------------------------------- Chief Executive Officer
Paul V. Reilly (Principal Executive Officer)

/s/ MICHEL P. SALBAING Director, Senior Vice President &
------------------------------------------- Chief Financial Officer
Michel P. Salbaing (Principal Financial Officer)

/s/ WILLIAM W. HUFFMAN, JR. Vice President & Controller
------------------------------------------- (Principal Accounting Officer)
William W. Huffman, Jr.

/s/ ROGER WERTHEIMER Director
-------------------------------------------
Roger Wertheimer

II-15

SIGNATURES

MAIL-WELL WEST, INC.

By: /s/ PAUL V. REILLY
----------------------------------
Paul V. Reilly
Chairman of the Board, President &
Chief Executive Officer

/s/ PAUL V. REILLY Chairman of the Board, President &
------------------------------------------- Chief Executive Officer
Paul V. Reilly (Principal Executive Officer)

/s/ MICHEL P. SALBAING Director, Senior Vice President &
------------------------------------------- Chief Financial Officer
Michel P. Salbaing (Principal Financial Officer)

/s/ WILLIAM W. HUFFMAN, JR. Vice President & Controller
------------------------------------------- (Principal Accounting Officer)
William W. Huffman, Jr.

/s/ ROGER WERTHEIMER Director
-------------------------------------------
Roger Wertheimer

II-16

SIGNATURES

NATIONAL GRAPHICS COMPANY

By: /s/ PAUL V. REILLY
----------------------------------
Paul V. Reilly
Chairman of the Board, President &
Chief Executive Officer

/s/ PAUL V. REILLY Chairman of the Board, President &
------------------------------------------- Chief Executive Officer
Paul V. Reilly (Principal Executive Officer)

/s/ MICHEL P. SALBAING Director, Senior Vice President &
------------------------------------------- Chief Financial Officer
Michel P. Salbaing (Principal Financial Officer)

/s/ WILLIAM W. HUFFMAN, JR. Vice President & Controller
------------------------------------------- (Principal Accounting Officer)
William W. Huffman, Jr.

/s/ ROGER WERTHEIMER Director
-------------------------------------------
Roger Wertheimer

II-17

SIGNATURES

POSER BUSINESS FORMS, INC.

By: /s/ PAUL V. REILLY
----------------------------------
Paul V. Reilly
Chairman of the Board &
Executive Vice President

/s/ PAUL V. REILLY Chairman of the Board &
------------------------------------------- Executive Vice President
Paul V. Reilly (Principal Executive Officer)

/s/ MICHEL P. SALBAING Senior Vice President
------------------------------------------- (Principal Financial Officer)
Michel P. Salbaing

/s/ WILLIAM W. HUFFMAN, JR. Vice President & Controller
------------------------------------------- (Principal Accounting Officer)
William W. Huffman, Jr.

/s/ ROGER WERTHEIMER Director
-------------------------------------------
Roger Wertheimer

II-18

SIGNATURES

WISCO III, L.L.C.

By: /s/ PAUL V. REILLY
----------------------------------
Paul V. Reilly
Manager & Chief Executive Officer

/s/ PAUL V. REILLY Manager & Chief Executive Officer
------------------------------------------- (Principal Executive Officer)
Paul V. Reilly

/s/ MICHEL P. SALBAING Manager, Senior Vice President &
------------------------------------------- Chief Financial Officer
Michel P. Salbaing (Principal Financial Officer)

/s/ WILLIAM W. HUFFMAN, JR. Vice President & Controller
------------------------------------------- (Principal Accounting Officer)
William W. Huffman, Jr.

/s/ ROGER WERTHEIMER Manager
-------------------------------------------
Roger Wertheimer

II-19

INDEX OF EXHIBITS

EXHIBIT
NO. DESCRIPTION
------ -----------

3.1 Certificate of Incorporation of Mail-Well Corporation--incorporated by reference from
Mail-Well I Corporation's Form S-4 filed March 15, 1999 (Reg. No. 333-74409).

3.2 Certificate of Amendment of Certificate of Incorporation of Mail-Well Corporation--
incorporated by reference from Mail-Well I Corporation's Form S-4 filed March 15, 1999
(Reg. No. 333-74409).

3.3 Certificate of Correction Filed to Correct Certain Error in the Certificate of Amendment of
Mail-Well I Corporation Filed in the Office of the Secretary of State of Delaware on
September 11, 1995--incorporated by reference from Mail-Well I Corporation's Form S-4 filed
March 15, 1999 (Reg. No. 333-74409).

3.4 Certificate of Change of Registered Agent and Registered Office--incorporated by reference
from Mail-Well I Corporation's Form S-4 filed March 15, 1999 (Reg. No.
333-74409).

3.5 Bylaws of Mail-Well I Corporation--incorporated by reference from Mail-Well I Corporation's
Form S-4 filed March 15, 1999 (Reg. No. 333-74409).

4.1 Form of Indenture between Mail-Well, Inc. and The Bank of New York, as Trustee, dated
November 1997, relating to Mail-Well, Inc.'s $152,050,000 aggregate principal amount of 5%
Convertible Subordinated Notes due 2002--incorporated by reference from Exhibit 4.2 to
Mail-Well, Inc.'s Amendment No. 2 to Form S-3 dated November 10, 1997 (Reg. No. 333-
36337).

4.2 Form of Supplemental Indenture between Mail-Well, Inc. and The Bank of New York, as
Trustee, dated November 1997, relating to Mail-Well, Inc.'s $152,050,000 aggregate
principal amount of 5% Convertible Subordinated Notes due 2002 and Form of Convertible
Note--incorporated by reference from Exhibit 4.5 to Mail-Well, Inc.'s Amendment No. 2 to
Form S-3 dated November 10, 1997 (Reg. No. 333-36337).

4.3 Indenture dated as of December 16, 1998 between Mail-Well I Corporation and State Street
Bank and Trust Company, as Trustee, relating to Mail-Well I Corporation's $300,000,000
aggregate principal amount of 8 3/4% Senior Subordinated Notes due 2008--incorporated by
reference from Exhibit 4.4 to Mail-Well, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1998, File No. 1-12551.

4.4 Form of Senior Subordinated Note--incorporated by reference from Exhibit 4.5 to Mail-Well,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998, File No.
1-12551.

4.6 Indenture dated as of March 13, 2002 between Mail-Well I Corporation and State Street Bank
and Trust Company, as Trustee relating to Mail-Well I Corporation's $350,000,000 aggregate
principal amount of 9 5/8% Senior Notes due 2012--incorporated by reference to Exhibit
10.30 to Mail-Well, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31,
2002.

4.7 Form of Senior Note and Guarantee relating to Mail-Well I Corporation's $350,000,000
aggregate principal amount 9 5/8% Senior Notes due 2012--incorporated by reference to
Exhibit 10.31 to Mail-Well, Inc.'s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002.

5 Opinion of Faegre & Benson LLP re: legality of Mail-Well I Corporation's $350,000,000
aggregate principal amount of 9 5/8% Senior Notes due 2012--previously filed on September
9, 2002.

II-20

EXHIBIT
NO. DESCRIPTION
------- -----------

10.1 Form of Indemnity Agreement between Mail-Well, Inc. and each of its officers and
directors--incorporated by reference from Exhibit 10.17 of Mail-Well, Inc.'s Registration
Statement on Form S-1 dated March 25, 1994.

10.2 Form of Indemnity Agreement between Mail-Well I Corporation and each of its officers and
directors--incorporated by reference from Exhibit 10.18 of Mail-Well, Inc.'s Registration
Statement on Form S-1 dated March 25, 1994.

10.3 Form of M-W Corp. Employee Stock Ownership Plan effective as of February 23, 1994 and
related Employee Stock Ownership Plan Trust Agreement--incorporated by reference from
Exhibit 10.19 of Mail-Well, Inc.'s Registration Statement on Form S-1 dated March 25, 1994.

10.4 Form of M-W Corp. 401(k) Savings Retirement Plan--incorporated by reference from Exhibit
10.20 of Mail-Well, Inc.'s Registration Statement on Form S-1 dated March 25, 1994.

10.5 Mail-Well, Inc. 1994 Stock Option Plan, as amended on May 7, 1997--incorporated by
reference from Exhibit 10.56 of Mail-Well, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997.

10.6 Form of Mail-Well, Inc. Incentive Stock Option Agreement--incorporated by reference from
Exhibit 10.22 of Mail-Well, Inc.'s Registration Statement on Form S-1 dated March 25, 1994.

10.7 Form of Mail-Well, Inc. Nonqualified Stock Option Agreement--incorporated by reference from
Exhibit 10.23 of Mail-Well, Inc.'s Registration Statement on Form S-1 dated March 25, 1994.

10.8 Mail-Well, Inc. 1997 Non-Qualified Stock Option Plan--incorporated by reference from
Exhibit 10.54 of Mail-Well, Inc.'s Form 10-Q for the quarter ended March 31, 1997.

10.9 1997 Non-Qualified Stock Option Agreement--incorporated by reference from Exhibit 10.54 of
Mail-Well, Inc.'s Form 10-Q for the quarter ended March 31, 1997.

10.10 Mail-Well, Inc. 1998 Incentive Stock Option Plan--incorporated by reference from Exhibit
10.58 to the Company's Quarterly report on Form 10-Q for the quarter ended March 31, 1998.

10.11 Mail-Well, Inc. 1998 Incentive Stock Option Plan Incentive Stock Option Agreement--
incorporated by reference from Exhibit 10.59 to the Company's Quarterly report on Form 10-Q
for the quarter ended March 31, 1998.

10.15 Merger Agreement and Plan of Merger by and among American Business Products, Inc.,
Mail-Well, Inc., and Sherman Acquisition Corporation dated January 13, 2000--incorporated
by reference from the Annual Report on Form 10-K for Mail-Well, Inc.

10.16 Change of Control Agreement dated November 15, 1999, between the Company and Paul V.
Reilly--incorporated by reference from the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.

II-21

EXHIBIT
NO. DESCRIPTION
------- -----------

10.17 Change of Control Agreement dated November 15, 1999, between the Company and Robert
Meyer--incorporated by reference from the Company's Annual Report on Form 10-K for the year
ended December 31, 1999.

10.22 Mail-Well, Inc. 2001 Long-Term Equity Incentive Plan--incorporated by reference from the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.

10.30 Purchase Agreement dated March 8, 2002, between Mail-Well I Corporation, and Credit
Suisse First Boston, UBS Warburg LLC, Banc of America Securities LLC, U.S. Bancorp Piper
Jaffray Inc., First Union Securities, Inc., and Scotia Capital (USA) Inc., as Initial
Purchasers, relating to Mail-Well I Corporation's $350,000,000 aggregate principal amount
of 9 5/8% Senior Notes due 2012--previously filed on June 11, 2002.

10.31 Registration Rights Agreement dated March 13, 2002, between Mail-Well I Corporation, and
Credit Suisse First Boston, UBS Warburg LLC, Banc of America Securities LLC, U.S. Bancorp
Piper Jaffray Inc., First Union Securities, Inc., and Scotia Capital (USA) Inc., as Initial
Purchasers, relating to Mail-Well I Corporation's $350,000,000 aggregate principal amount
of 9 5/8% Senior Notes due 2012--incorporated by reference to Exhibit 10.32 to Mail-Well
Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.

10.32 Stock Purchase Agreement, dated May 6, 2002, among MWL Acquisition Corp., Mail-Well I
Corporation and Mail-Well, Inc.--previously filed on June 11, 2002.

10.33 Amendment No. 1 to Stock Purchase Agreement, dated May 21, 2002, among MWL Acquisition
Corp., Mail-Well I Corporation and Mail-Well, Inc.--previously filed on June 11, 2002.

10.34 Amended and Restated Credit Agreement dated June 27, 2002 among Mail-Well, Inc., Mail-Well
I Corporation, the domestic subsidiaries of Mail-Well I Corporation named in the agreement,
the financial institutions from time to time parties thereto, and Bank of America, N.A., as
administrative agent--incorporated by reference to Exhibit 10.27 to Mail-Well, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.

10.35 Amended and Restated Security Agreement, dated June 27, 2002 among Mail-Well, Inc.,
Mail-Well I Corporation, the domestic subsidiaries of Mail-Well I Corporation named in the
agreement, and Bank of America, N.A., as agent--incorporated by reference to Exhibit 10.28
to Mail-Well, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.

II-22

EXHIBIT
NO. DESCRIPTION
------- -----------

12 Calculation of ratio of earnings to fixed charges--previously filed on September 9, 2002.

21 Subsidiaries of the Registrant--previously filed on June 11, 2002.

23.1* Consent of Ernst & Young LLP.

23.2 Consent of Faegre & Benson LLP (included in Exhibit 5)--previously filed on September 9,
2002.

24 Powers of Attorney--previously filed on June 11, 2002.

25 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of State Street
Bank and Trust Company, as trustee under the indenture, relating to the old notes and the
new notes (separately bound)--previously filed on June 11, 2002.

99.1 Form of Letter of Transmittal--previously filed on September 9, 2002.

99.2 Form of Notice of Guaranteed Delivery--previously filed on June 11, 2002.

99.3 Form of letter to Brokers, Dealers, Commercial Banks, Trust Companies and other
Nominees--previously filed on June 11, 2002.

99.4 Form of Letter to Clients--previously filed on June 11, 2002.

----------
* Filed herewith

II-23