<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE QUARTERLY PERIOD ENDED JULY 4, 1999

                         COMMISSION FILE NUMBER 0-21314

                              U.S. CAN CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                   06-1094196
                      (I.R.S. EMPLOYER IDENTIFICATION NO.)

                                    DELAWARE
                         (STATE OR OTHER JURISDICTION OF
                         INCORPORATION OR ORGANIZATION)

                               900 COMMERCE DRIVE
                            OAK BROOK, ILLINOIS 60523
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                                 (630) 571-2500
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                      Yes   X     No

         As of July 31, 1999, 13,386,784 shares of U.S. Can Corporation's common
stock were outstanding.



                                                                               1
<PAGE>   2



                      U.S. CAN CORPORATION AND SUBSIDIARIES

                                    FORM 10-Q

                   FOR THE QUARTERLY PERIOD ENDED JULY 4, 1999

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                     PAGE
                                                                                                     ----
<S>                <C>                                                                               <C>
   PART I          FINANCIAL INFORMATION
   Item 1.         Financial Statements (Unaudited)

                   U.S. Can Corporation and Subsidiaries Condensed Consolidated
                   Statements of Operations for the Quarterly and Six-Month Periods Ended
                   July 5, 1998 and July 4, 1999                                                         3

                   U.S. Can Corporation and Subsidiaries Condensed Consolidated
                   Balance Sheets as of December 31, 1998 and July 4, 1999                               4

                   U.S. Can Corporation and Subsidiaries Condensed Consolidated
                   Statements of Cash Flows for the Six-Months Ended
                   July 5, 1998 and July 4, 1999                                                         5

                   Notes to Condensed Consolidated Financial Statements                                  6

   Item 2.         Management's Discussion and Analysis of Financial Condition
                   and Results of Operations                                                            16

   Item 3.         Quantitative and Qualitative Disclosures About Market Risk                           19

   PART II         OTHER INFORMATION

   Item 1.         Legal Proceedings                                                                    19

   Item 4.         Submission of Matters to a Vote of Security Holders                                  19

   Item 6.         Exhibits and Reports on Form 8-K                                                     19

</TABLE>



                                                                               2
<PAGE>   3



                      U.S. CAN CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                     (000's omitted, except per share data)


<TABLE>
<CAPTION>
                                                                     For the Quarterly Period Ended     For the Six Months Ended
                                                                      July 5, 1998    July 4, 1999    July 5, 1998   July 4, 1999
                                                                     --------------  --------------  -------------- --------------
<S>                                                                  <C>             <C>             <C>            <C>
NET SALES                                                            $ 183,473          $ 186,773       $ 375,836     $ 371,689
COST OF SALES                                                          160,009            158,335         329,202       317,374
                                                                     ---------          ---------       ---------     ---------
     Gross income                                                       23,464             28,438          46,634        54,315
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                             8,274              8,611          16,489        16,868
                                                                     ---------          ---------       ---------     ---------
     Operating income                                                   15,190             19,827          30,145        37,447
INTEREST EXPENSE ON BORROWINGS                                           8,404              7,281          17,140        14,917
AMORTIZATION OF DEFERRED FINANCING COSTS                                   384                300             764           620
OTHER EXPENSES                                                             428                432             867           864
                                                                     ---------          ---------       ---------     ---------
Income before income taxes                                               5,974             11,814          11,374        21,046
PROVISION FOR INCOME TAXES                                               2,169              4,676           4,487         8,357
                                                                     ---------          ---------       ---------     ---------
Income from continuing operations before extraordinary item              3,805              7,138           6,887        12,689
EXTRAORDINARY ITEM, net of income taxes
     Net loss from early extinguishment of debt                           --                 (808)           --            (808)
                                                                     ---------          ---------       ---------     ---------
NET INCOME                                                           $   3,805          $   6,330       $   6,887     $  11,881
                                                                     =========          =========       =========     =========

PER SHARE DATA:
     Basic:
       Income from continuing operations before
           extraordinary item                                        $    0.29          $    0.53       $    0.52     $    0.95
       Extraordinary item                                                 --                (0.06)           --           (0.06)
                                                                     ---------          ---------       ---------     ---------
          Net income                                                 $    0.29          $    0.47       $    0.52     $    0.89
                                                                     =========          =========       =========     =========

          Weighted average shares outstanding (000's)                   13,262             13,373          13,212        13,352

    Diluted:
       Income from continuing operations before extraordinary item   $    0.28          $    0.53       $    0.52     $    0.94
       Extraordinary item                                                 --                (0.06)           --           (0.06)
                                                                     ---------          ---------       ---------     ---------
          Net income                                                 $    0.28          $    0.47       $    0.52     $    0.88
                                                                     =========          =========       =========     =========

          Weighted average shares outstanding (000's)                   13,401             13,529          13,324        13,462

</TABLE>


    The accompanying Notes to the Condensed Consolidated Financial Statements
                    are an integral part of these statements.



                                                                               3
<PAGE>   4



                      U.S. CAN CORPORATION AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                     (000'S omitted, except per share data)


<TABLE>
<CAPTION>
                                                                  December 31,  July 4,
                                 ASSETS                              1998        1999
                                                                  -----------  ---------
<S>                                                               <C>          <C>
CURRENT ASSETS:
     Cash and cash equivalents                                    $  18,072    $  15,315
     Accounts receivables, less allowances of $17,063 and
     $16,331 as of December 31, 1998, respectively                   63,742       82,827
     Inventories                                                     94,887       83,858
     Prepaid expenses and other current assets                       16,011       16,156
     Deferred income taxes                                           22,934       22,935
                                                                  ---------    ---------
          Total current assets                                      215,646      221,091
                                                                  ---------    ---------
PROPERTY, PLANT AND EQUIPMENT:
     Land                                                             5,862        5,632
     Buildings                                                       63,026       62,017
     Machinery, equipment and construction in process               416,940      410,204
                                                                  ---------    ---------
                                                                    485,828      477,853
     Less -- Accumulated depreciation and amortization             (217,826)    (220,835)
                                                                  ---------    ---------
          Total property, plant and equipment                       268,002      257,018
                                                                  ---------    ---------
INTANGIBLE ASSETS, less amortization of $11,853 and
 $11,347 as of December 31, 1998 and July 4, 1999, respectively      51,928       51,064
OTHER ASSETS                                                         19,995       19,159
                                                                  ---------    ---------
          Total assets                                            $ 555,571    $ 548,332
                                                                  =========    =========
                  LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Current maturities of long-term debt                         $   6,731    $   6,042
     Accounts payable                                                52,317       72,452
     Accrued payroll, benefits and insurance                         31,282       31,737
     Restructuring reserves                                          25,674       21,325
     Other current liabilities                                       23,530       24,798
                                                                  ---------    ---------
          Total current liabilities                                 139,534      156,354
                                                                  ---------    ---------
SENIOR DEBT                                                          45,617       38,999
SUBORDINATED DEBT                                                   264,325      240,539
                                                                  ---------    ---------
          Total long-term debt                                      309,942      279,538
                                                                  ---------    ---------
OTHER LONG-TERM LIABILITIES
     Deferred income taxes                                            5,595        7,976
     Other long-term liabilities                                     50,323       46,804
                                                                  ---------    ---------
          Total other long-term liabilities                          55,918       54,780
                                                                  ---------    ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
     Preferred stock, $0.01 par value; 10,000,000 shares
     authorized, none issued or outstanding                            --           --
     Common stock, $0.01 par value; 50,000,000 shares
     authorized, 13,278,223 and 13,358,707 shares issued as
     of December 31, 1998 and July 4, 1999, respectively                133          134
     Paid-in-capital                                                109,839      111,328
     Unearned restricted stock                                         (829)        (529)
     Treasury common stock, at cost; 90,011 and 154,252
     shares at December 31, 1998 and July 4, 1999, respectively      (1,728)      (1,383)
     Currency translation adjustment                                 (1,443)      (7,976)
     Accumulated deficit                                            (55,795)     (43,914)
                                                                  ---------    ---------
          Total stockholders' equity                                 50,177       57,660
                                                                  ---------    ---------
               Total liabilities and stockholders' equity         $ 555,571    $ 548,332
                                                                  =========    =========
</TABLE>



    The accompanying Notes to the Condensed Consolidated Financial Statements
                  are an integral part of these balance sheets



                                                                               4
<PAGE>   5

                      U.S. CAN CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (000s omitted)


<TABLE>
<CAPTION>
                                                                                         SIX MONTHS ENDED
CASH FLOWS FROM OPERATING ACTIVITIES:                                           JULY 5, 1998      JULY 4, 1999
                                                                                ------------     --------------
<S>                                                                            <C>                  <C>
  Net income                                                                    $  6,887            $ 11,881
  Adjustments to reconcile net income to net cash provided by
    operating activities --
    Depreciation and amortization                                                 19,742              17,386
    Extraordinary loss on extinguishment of debt                                    --                   808
    Deferred income taxes                                                          1,719               1,575
    Change in operating assets and liabilities --
    Accounts receivable                                                          (18,503)            (24,862)
    Inventories                                                                     (802)              4,552
    Accounts payable                                                               5,623              18,580
    Accrued payrolls and benefits, insurance and other                             6,654               2,566
    Postretirement benefits                                                          832                 624
    Other, net                                                                     6,867              (1,359)
                                                                                --------            --------
      Net cash provided by operating activities                                   29,019              31,751
                                                                                --------            --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                            (8,379)            (13,311)
  Proceeds on sale of business                                                      --                 4,500
  Change in restricted cash                                                           29                --
  Proceeds from sale of property                                                    --                 1,057
  Investment in Formametal S.A                                                      --                (1,394)
                                                                                --------            --------
      Net cash used in investing activities                                       (8,350)             (9,148)
                                                                                --------            --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock and exercise of stock options                             724                 640
  Net borrowings under the revolving line of credit and changes in
    cash overdrafts                                                              (12,276)              5,285
  Repurchase of 10 1/8% notes                                                       --               (23,786)
  Payments of other long-term debt, including capital lease
    obligations                                                                   (9,312)             (7,296)
  Payments of debt refinancing costs                                                 (98)               --
  Purchase of treasury stock, net                                                 (1,125)                345
                                                                                --------            --------
      Net cash used in financing activities                                      (22,087)            (24,812)
                                                                                --------            --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                             (624)               (548)
                                                                                --------            --------
DECREASE IN CASH AND CASH EQUIVALENTS                                             (2,042)             (2,757)
CASH AND CASH EQUIVALENTS, beginning of year                                       6,773              18,072
                                                                                --------            --------
CASH AND CASH EQUIVALENTS, end of period                                        $  4,731            $ 15,315
                                                                                ========            ========

</TABLE>

    The accompanying Notes to the Condensed Consolidated Financial Statements
                   are an integral part of these statements.





                                                                               5
<PAGE>   6


                      U.S. CAN CORPORATION AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JULY 4, 1999
                                   (UNAUDITED)


(1) PRINCIPLES OF REPORTING

           The condensed consolidated financial statements include the accounts
of U.S. Can Corporation (the "Corporation"), its wholly owned subsidiary, United
States Can Company ("U.S. Can") and U.S. Can's subsidiaries, all of which are
foreign companies. All significant intercompany balances and transactions have
been eliminated. The consolidated group including the Corporation is hereinafter
referred to as the Company. These financial statements have been prepared in
accordance with generally accepted accounting principles for interim reporting.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
These financial statements, in the opinion of management, include normal
recurring adjustments necessary for a fair presentation. Operating results for
any interim period are not necessarily indicative of results that may be
expected for the full year.

           Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and regulations
of the Securities and Exchange Commission; however, management believes that the
disclosures contained herein are adequate to make the information presented not
misleading. It is suggested that these financial statements be read in
conjunction with the previously filed financial statements and footnotes
included in the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998.

           Generally, quarterly accounting periods are based upon two four-week
periods and one five-week period. Management believes that this technique
provides a more consistent view of accounting data resulting in greater
comparability than the calendar month basis would provide.

(2) SPECIAL CHARGES AND DISCONTINUED OPERATIONS

1997 SPECIAL CHARGES

           In 1998, the Company closed its Racine, Wisconsin aerosol assembly
plant, the Sparrows Point litho center in Baltimore, Maryland, and the
California Specialty plant in Vernalis, California. Costs associated with these
actions were recorded and provided for as part of 1997 restructuring charges. In
addition, the 1997 restructuring provision included a write-down to estimated
proceeds for the sale of the Orlando, Florida machine engineering center
("OMEC"). The sale of OMEC was completed on January 29, 1999 for $4.5 million in
cash.

DISCONTINUED OPERATIONS

           On November 9, 1998, the Company sold its commercial Metal Services
business for approximately $31 million of net cash proceeds subject to final
working capital adjustments. Revenues from sales to third parties from these
operations were $94.3 million in the period ending November 8, 1998 (excluding
intra-company sales and ongoing third-party sales from the closed Midwest Litho
facility, which were transferred to other Metal Services facilities).

1998 SPECIAL CHARGES

           In the third quarter of 1998, the Company established a pre-tax
restructuring provision of $35.9 million for additional plant closings,
implementation of a national lithography strategy, an incremental provision for
the anticipated loss on the sale of OMEC mentioned previously and a reassessment
of 1997 special charges. There have been no significant changes to the estimated
costs or timing of the Company's restructuring estimates.



                                                                               6
<PAGE>   7



           Cash costs for restructuring activities in the first six months of
1999 were $4.3 million. The Company anticipates spending another $0.2 million of
such costs in 1999 and $7.6 million in cash costs in the year 2000 and beyond.
The remainder of the restructuring provision primarily consists of non-cash
items associated with the write-off of assets.

           The Company continuously evaluates the composition of its various
manufacturing facilities in light of current and expected market conditions and
demand. While no formal plans currently exist to further consolidate plant
operations, such actions may be deemed appropriate in the future.

(3) ACQUISITIONS

           In March 1998, the Company acquired a 36.5% interest in Formametal
S.A. ("Formametal"), an aerosol can manufacturer in Argentina, for $4.6 million,
payable over a 15-month period. In connection with this investment, the Company
provided a guaranty, in an amount not to exceed $2.0 million, to secure the
repayment of certain indebtedness of Formametal. In January 1999, the Company
loaned Formametal $1.0 million for capital expenditures, with all principal and
interest payable in January 2004. In addition, the Company received a three-year
option to convert this loan into additional shares of Formametal, which, if
exercised, would take the Company's interest in Formametal up to 39.8%.

(4) INVENTORIES

           All domestic inventories, except machine parts, are stated at cost
determined by the last-in, first-out ("LIFO") cost method, not in excess of
market. Inventories of approximately $19.9 million at December 31, 1998, and
$19.0 million at July 4, 1999, at the European subsidiaries and machine shop
inventory are stated at cost determined by the first-in, first-out ("FIFO") cost
method, not in excess of market. FIFO cost of LIFO inventories approximated
their LIFO value at December 31, 1998 and at July 4, 1999.

           Inventories reported in the accompanying balance sheets were
classified as follows (000's omitted):


<TABLE>
<CAPTION>
                                DECEMBER 31,      JULY 4,
                                    1998           1999
                                ------------      -------
<S>                              <C>            <C>
Raw materials                     $ 21,171       $ 17,824
Work in process                     42,146         40,526
Finished goods                      26,848         25,508
Machine shop inventory               4,722             --
                                  --------       --------
                                  $ 94,887       $ 83,858
                                  ========       ========
</TABLE>


(5) DEBT OBLIGATIONS

     The primary debt obligations of the Company at December 31, 1998 and July
4, 1999 consisted of the following (000's omitted):


<TABLE>
<CAPTION>
                                    DECEMBER 31,   JULY 4,
                                      1998         1999
                                    -----------  ---------
<S>                                 <C>          <C>
Senior Debt
  Capital lease obligations         $  15,511    $  11,700
  Secured term loan                    25,128       23,646
  Industrial revenue bonds              7,500        7,500
  Mortgages and other                   4,209        2,195
                                    ---------    ---------
                                       52,348       45,041
Less--Current maturities               (6,731)      (6,042)
                                    ---------    ---------
    Total senior debt                  45,617       38,999
Senior subordinated 10 1/8% notes     264,325      240,539
                                    ---------    ---------
    Total long-term debt            $ 309,942    $ 279,538
                                    =========    =========
</TABLE>


           In 1997, U.S. Can entered into an Amended and Restated Credit
Agreement with a group of banks (the "Credit Agreement"), originally providing a
$110 million revolving credit facility, which was reduced to $80 million in 1998
and to $50 million on April 13, 1999 because of the Company's reduced needs.
Obligations under the Credit Agreement were secured by U.S. Can's domestic
accounts receivable and inventories, however, this collateral was released in
May, 1999 because of the improved credit profile of the Company. Funds available
under the Credit Agreement may be used for general corporate purposes (including
working capital needs and permitted acquisitions).



                                                                               7
<PAGE>   8

           As of December 31, 1998 and July 4, 1999, U.S. Can had no borrowings
outstanding under the Credit Agreement, $12.3 million and $12.8 million,
respectively, in letters of credit had been issued pursuant thereto, and $67.7
million and $37.2 million, respectively, of unused credit remained available.
The weighted average interest rate of the loans outstanding was 9.90% and
9.83%, respectively.

           In October, 1996, the Corporation issued $275 million principal
amount of 10 1/8% Senior Subordinated Notes due 2006 in a private placement.
These notes were exchanged in March 1997 for similar notes which are publicly
registered. These exchange notes (the "10 1/8% Notes") are unsecured and are
subordinated to all other senior debt of the Corporation and its subsidiaries.
The 10 1/8% Notes are fully and unconditionally guaranteed on an unsecured
senior subordinated basis by U.S. Can. On or after October 15, 2001, the
Corporation may, at its option, redeem all or some of the 10 1/8% Notes at
declining redemption premiums which begin at approximately 105.1% in 2001. Upon
a change of control of the Corporation, as defined, the Noteholders could
require that the Corporation repurchase all or some of the 10 1/8% Notes at a
101% premium. As part of the Company's focus on debt reduction, it repurchased
through the open market and subsequently retired, $10.7 million and an
additional $23.8 million of the outstanding 10 1/8% Notes through December 31,
1998 and July 4, 1999, respectively. As a result of the early redemption, there
was an extraordinary charge in the second quarter of 1999 of $0.8 million, net
of taxes of $0.5 million, which represents the redemption premiums related to
the retirement of the 10 1/8% Notes. Under existing loan agreements the Company
can elect to repurchase up to $40.0 million of the outstanding 10 1/8% Notes. As
of July 1999, the Company has purchased the maximum amount of bonds allowed
under the existing loan agreement.

           The Credit Agreement and certain of the Company's other debt
agreements contain various financial and other restrictive covenants, as well as
cross-default provisions. The financial covenants include, but are not limited
to, limitations on annual capital expenditures and certain ratios of borrowings
to earnings before interest, taxes, depreciation and amortization ("EBITDA"),
senior debt to EBITDA and interest coverage. In conjunction with the release of
the collateral, certain covenants were tightened moderately. The covenants also
restrict the Company's ability to distribute dividends, to incur additional
indebtedness, to dispose of assets and to make investments, acquisitions,
mergers and transactions with affiliates. The Company was in compliance with all
financial ratios and covenants as of July 4, 1999.

(6) SUPPLEMENTAL CASH FLOW INFORMATION

           The Company paid interest on borrowings of approximately $18.0
million and $14.3 million for the six-month periods ended July 5, 1998 and July
4, 1999, respectively.

           The Company paid approximately $1.0 million of income taxes for the
six-month period ended July 5, 1998 and no income taxes were paid during the
six-month period ended July 4, 1999.

           During the six-month periods ended July 5, 1998 and July 4, 1999, the
Company issued stock valued at approximately $0.7 million and $0.9 million,
respectively, into certain of its employee benefit plans.

(7) NEW ACCOUNTING PRONOUNCEMENTS

           SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," was issued in June 1998 and will be adopted by the Company in 2000.
This new pronouncement establishes accounting and reporting standards for
derivative instruments and hedging activities. It requires that the Company
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. Management of
the Company does not believe this pronouncement will have a material impact upon
current reporting or results.

(8) SEGMENTATION

           The Company has established three segments by which management
monitors and evaluates business performance, customer base and market share.
These segments (Aerosol; Paint, Plastic & General Line and Custom & Specialty)
have separate management teams and distinct product lines.

           The aerosol segment has two units: United States and International.
The segment produces steel aerosol containers for personal care, household,
automotive, paint and industrial products. The Paint, Plastic & General Line
segment produces round cans for paint and coatings, oblong cans for items such
as lighter fluid and turpentine, and plastic containers for industrial and
consumer



                                                                               8
<PAGE>   9

products. Custom & Specialty produces a wide array of functional and decorative
tins, containers and other products.

           The following is a summary of revenues from external customers and
income (loss) from operations for the periods ended July 5, 1998 and July 4,
1999, respectively (000's omitted):


<TABLE>
<CAPTION>
                                      Three months ended         Six months ended
                                       July 5,     July 4,       July 5,    July 4,
                                       1998         1999         1998         1999
                                    ---------    ---------    ---------    ---------
<S>                                 <C>          <C>          <C>          <C>
REVENUES FROM EXTERNAL CUSTOMERS:
Aerosol                             $ 119,999    $ 126,249    $ 247,379    $ 252,955
Paint, Plastic, & General Line         46,217       44,171       90,899       86,074
Custom & Specialty                     17,257       16,353       37,558       32,660
                                    ---------    ---------    ---------    ---------
Total revenues                      $ 183,473    $ 186,773    $ 375,836    $ 371,689
                                    =========    =========    =========    =========

INCOME (LOSS) FROM OPERATIONS:
Aerosol                             $  16,731    $  21,690    $  35,379    $  41,560
Paint, Plastic, & General Line          4,388        3,706        7,901        7,978
Custom & Specialty                      1,390        1,651        4,121        3,386
Corporate and eliminations             (7,319)      (7,220)     (17,256)     (15,477)
                                    ---------    ---------    ---------    ---------
Total income from operations        $  15,190    $  19,827    $  30,145    $  37,447
                                    =========    =========    =========    =========
</TABLE>


(9) COMPREHENSIVE NET INCOME

           The components of comprehensive income for the three-months and six
months ended July 5, 1998 and July 4, 1999 are as follows (000's omitted):


<TABLE>
<CAPTION>
                                           Three months ended     Six months ended
                                          July 5,     July 4,     July 5,     July 4,
                                            1998       1999        1998        1999
                                          --------   --------    --------    --------
<S>                                       <C>        <C>         <C>         <C>
Net Income                                $  3,805   $  6,330    $  6,887    $ 11,881
Foreign Currency Translation Adjustment        316     (2,538)       (349)     (6,533)
                                          --------   --------    --------    --------
Comprehensive Income                      $  4,121   $  3,792    $  6,538    $  5,348
                                          ========   ========    ========    ========
</TABLE>


(10) SUBSIDIARY GUARANTOR INFORMATION

           The 10 1/8% Notes are guaranteed on a full, unconditional, unsecured,
senior subordinated, joint and several basis by each of the Corporation's
Subsidiary Guarantors. As of and through July 4, 1999, U.S. Can, wholly owned by
the Corporation, was the only Subsidiary Guarantor. Separate financial
statements of U.S. Can are not presented because management of the Company has
determined that they are not material to investors.

           The following condensed consolidating financial data illustrates the
composition of the Corporation (the "Parent"), U.S. Can (the "Subsidiary
Guarantor"), and the other subsidiaries (the "Non-Guarantor Subsidiaries"), as
of December 31, 1998 and July 4, 1999, and for the six-month periods ended July
5, 1998 and July 4, 1999. Investments in subsidiaries are accounted for by the
Parent and the Subsidiary Guarantor under the equity method for purposes of the
supplemental consolidating presentation. Earnings of subsidiaries are,
therefore, reflected in their parent's investment accounts and earnings.


                                                                               9
<PAGE>   10
                     U.S. CAN CORPORATION AND SUBSIDIARIES

                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                            FOR THE SIX MONTHS ENDED
                                  July 4, 1999
                                  (Unaudited)
                                (000's omitted)


<TABLE>
<CAPTION>
                                                           United States  USC Europe
                                                U.S. Can    Can Company     (Non-                        U.S. Can
                                               Corporation  (Subsidiary    Guarantor                     Corporation
                                               (Parent)     Guarantor)   Subsidiaries)  Eliminations    Consolidated
                                               -----------------------------------------------------------------------
<S>                                            <C>            <C>          <C>            <C>             <C>
NET SALES                                      $    --        $ 307,016    $  64,673      $    --         $ 371,689
COST OF SALES                                       --          261,236       56,138           --           317,374
                                               ---------      ---------    ---------      ---------       ---------
     Gross income                                   --           45,780        8,535           --            54,315
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES        --           13,371        3,497           --            16,868
                                               ---------      ---------    ---------      ---------       ---------
     Operating income                               --           32,409        5,038           --            37,447
INTEREST EXPENSE ON BORROWINGS                      --           13,623        1,294           --            14,917
AMORTIZATION OF DEFERRED FINANCING COSTS            --              620         --             --               620
OTHER EXPENSES                                      --              864         --             --               864
EQUITY EARNINGS (LOSS) FROM SUBSIDIARY            11,881          2,482         --          (14,363)           --
PROVISION FOR INCOME TAXES                          --            7,095        1,262           --             8,357
EXTRAORDINARY ITEM - LOSS ON THE EARLY
EXTINGUISHMENT OF DEBT, net of income tax           --             (808)        --             --               808
                                               =========      =========    =========      =========       =========
NET INCOME                                     $  11,881      $  11,881    $   2,482      $ (14,363)      $  11,881
                                               =========      =========    =========      =========       =========
</TABLE>

                                                                              10
<PAGE>   11


                     U.S. CAN CORPORATION AND SUBSIDIARIES

                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JULY 5, 1998
                                  (Unaudited)
                                (000's OMITTED)


<TABLE>
<CAPTION>
                                                            United States  USC Europe
                                                U.S. Can    Can Company     (Non-                        U.S. Can
                                               Corporation  (Subsidiary    Guarantor                     Corporation
                                               (Parent)      Guarantor)  Subsidiaries)  Eliminations    Consolidated
                                               -----------------------------------------------------------------------
<S>                                            <C>           <C>           <C>           <C>              <C>
NET SALES                                      $   --        $315,305      $ 60,531      $   --           $375,836
COST OF SALES                                      --         275,121        54,081          --            329,202
                                               --------      --------      --------      --------         --------
     Gross income                                  --          40,184         6,450          --             46,634
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES       --          14,197         2,292          --             16,489
                                               --------      --------      --------      --------         --------
     Operating income                              --          25,987         4,158          --             30,145
INTEREST EXPENSE ON BORROWINGS                     --          15,833         1,307          --             17,140
AMORTIZATION OF DEFERRED FINANCING COSTS           --             764          --            --                764
OTHER EXPENSES                                     --             867          --            --                867
EQUITY EARNINGS (LOSS) FROM SUBSIDIARY            6,887         2,007          --          (8,894)            --
PROVISION FOR INCOME TAXES                         --           3,643           844          --              4,487
                                               ========      ========      ========      ========         ========
NET INCOME (LOSS)                              $  6,887      $  6,887      $  2,007      $ (8,894)        $  6,887
                                               ========      ========      ========      ========         ========
</TABLE>


                                                                              11
<PAGE>   12

                      U.S. CAN CORPORATION AND SUBSIDIARIES

                      CONDENSED CONSOLIDATING BALANCE SHEET
                               As of July 4, 1999
                                   (Unaudited)
                                 (000s omitted)


<TABLE>
<CAPTION>
                                                            United States
                                               U.S. Can      Can Company      USC Europe                     U.S. Can
                                              Corporation    (Subsidiary    (Non-Guarantor                  Corporation
                                                (Parent)     Guarantor)      Subsidiaries)    Eliminations  Consolidated
                                               ----------   ------------    -------------     ------------  ------------
<S>                                            <C>          <C>             <C>               <C>           <C>
CURRENT ASSETS:
     Cash and cash equivalents                  $    --     $   6,872       $   8,443         $    --         $  15,315
     Accounts receivable                             --        55,257          27,570              --            82,827
     Inventories                                     --        64,873          18,985              --            83,858
     Prepaid expenses and other assets                         34,246           4,845              --            39,091
                                                ---------   ---------       ---------         ---------       ---------
          Total current assets                       --       161,248          59,843              --           221,091
NET PROPERTY, PLANT AND EQUIPMENT                    --       193,835          63,183              --           257,018
INTANGIBLE ASSETS                                    --        51,064            --                --            51,064
OTHER ASSETS                                      240,539      12,419           6,740          (240,539)         19,159
INVESTMENT IN SUBSIDIARIES                         66,942      50,718            --            (117,660)           --
                                                ---------   ---------       ---------         ---------       ---------
          Total assets                          $ 307,481   $ 469,284       $ 129,766         $(358,199)      $ 548,332
                                                =========   =========       =========         =========       =========

CURRENT LIABILITIES
     Current maturities of long-term debt       $    --     $   3,431       $   2,611         $    --         $   6,042
     Accounts payable                                --        53,701          18,751              --            72,452
     Other current liabilities                       --        67,035          10,825              --            77,860
                                                ---------   ---------       ---------         ---------       ---------
          Total current liabilities                  --       124,167          32,187              --           156,354
SENIOR DEBT                                          --        15,798          23,201              --            38,999
SUBORDINATED DEBT                                 240,539     240,539            --            (240,539)        240,539
OTHER LONG-TERM LIABILITIES                          --        50,464           4,316              --            54,780
INTERCOMPANY ADVANCES                               9,282     (28,626)         19,344              --              --
STOCKHOLDERS' EQUITY                               57,660      66,942          50,718          (117,660)         57,660
                                                ---------   ---------       ---------         ---------       ---------
          Total liabilities and stockholders'   $ 307,481   $ 469,284       $ 129,766         $(358,199)      $ 548,332
                                                =========   =========       =========         =========       =========
</TABLE>


                                                                              12
<PAGE>   13

                      U.S. CAN CORPORATION AND SUBSIDIARIES

                      CONDENSED CONSOLIDATING BALANCE SHEET
                             As of December 31, 1998
                                   (Unaudited)
                                 (000s omitted)


<TABLE>
<CAPTION>
                                                            United States  USC Europe
                                                 U.S. Can    Can Company    (Non-                          U.S. Can
                                               Corporation  (Subsidiary    Guarantor                      Corporation
                                                (Parent)     Guarantor)   Subsidiaries)   Eliminations    Consolidated
                                               -----------------------------------------------------------------------
<S>                                             <C>          <C>          <C>              <C>              <C>
CURRENT ASSETS:
     Cash and cash equivalents                  $    --      $   9,408     $  8,664        $    --          $  18,072
     Accounts receivable                             --         41,461       22,281             --             63,742
     Inventories                                     --         74,965       19,922             --             94,887
     Prepaid expenses and other assets               --         35,856        3,089             --             38,945
                                                ---------    ---------    ---------        ---------        ---------
          Total current assets                       --        161,690       53,956             --            215,646
NET PROPERTY, PLANT AND EQUIPMENT                    --        197,677       70,325             --            268,002
INTANGIBLE ASSETS                                    --         51,928         --               --             51,928
OTHER ASSETS                                      270,587        6,847        6,886         (264,325)          19,995
INVESTMENT IN SUBSIDIARIES                         40,383       53,144         --            (93,527)            --
                                                ---------    ---------    ---------        ---------        ---------
          Total assets                          $ 310,970    $ 471,286    $ 131,167        $(357,852)       $ 555,571
                                                =========    =========    =========        =========        =========

CURRENT LIABILITIES
     Current maturities of long-term debt       $    --      $   3,922    $   2,809        $    --          $   6,731
     Accounts payable                                --         37,089       15,228             --             52,317
     Other current liabilities                       --         67,735       12,751             --             80,486
                                                ---------    ---------    ---------        ---------        ---------
          Total current liabilities                  --        108,746       30,788             --            139,534
SENIOR DEBT                                                     19,134       26,483             --             45,617
SUBORDINATED DEBT                                 264,325      264,325         --           (264,325)         264,325
OTHER LONG-TERM LIABILITIES                          --         51,656        4,262             --             55,918
INTERCOMPANY ADVANCES                              (3,532)     (12,958)      16,490             --               --
STOCKHOLDERS' EQUITY                               50,177       40,383       53,144          (93,527)          50,177
                                                ---------    ---------    ---------        ---------        ---------
          Total liabilities and stockholders'   $ 310,970    $ 471,286    $ 131,167        $(357,852)       $ 555,571
                                                =========    =========    =========        =========        =========
</TABLE>

                                                                              13
<PAGE>   14

                       US CAN CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                      FOR THE SIX MONTHS ENDED JULY 4, 1999
                                   (Unaudited)
                                 (000s omitted)


<TABLE>
<CAPTION>
                                                                                 U.S. Can
                                                                     U.S. Can     Company     USC Europe                 U.S. Can
                                                                    Corporation (Subsidiary (Non-Guarantor              Corporation
                                                                     (Parent)   Guarantor)  Subsidiaries)  Eliminations Consolidated
                                                                    -----------  ---------   ------------- ------------ ------------
<S>                                                                  <C>         <C>         <C>             <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES                                 $   --      $ 29,824    $  1,927        $   --      $ 31,751
                                                                     --------    --------    --------       --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                   --       (11,804)     (1,507)          --       (13,311)
  Proceeds on the sale of business                                       --         4,500        --             --         4,500
  Proceeds on the sale of property                                       --         1,057        --             --         1,057
  Investment in Formametal S.A                                           --          --        (1,394)          --        (1,394)
                                                                     --------    --------    --------       --------    --------
      Net cash used in investing activities                              --        (6,247)     (2,901)          --        (9,148)
                                                                     --------    --------    --------       --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Change in intercompany advances                                        (985)     (3,494)      4,479           --          --
  Issuance of common stock and exercise of stock options                  640        --          --             --           640
  Net borrowings under the revolving line of credit and changes in
    cash overdrafts                                                      --         4,994         291           --         5,285
  Repurchase of 10 1/8% notes                                            --       (23,786)        --            --       (23,786)
  Payments of other long-term debt, including capital lease
    obligations                                                          --        (3,827)     (3,469)          --        (7,296)
  Purchase of treasury stock, net                                         345        --          --             --           345
                                                                     --------    --------    --------       --------    --------
      Net cash (used in) provided by financing activities                --       (26,113)      1,301           --       (24,812)
                                                                     --------    --------    --------       --------    --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                  --          --          (548)          --          (548)
                                                                     --------    --------    --------       --------    --------
DECREASE IN CASH AND CASH EQUIVALENTS                                    --        (2,536)       (221)          --        (2,757)
CASH AND CASH EQUIVALENTS, beginning of year                             --         9,408       8,664           --        18,072
                                                                     --------    --------    --------       --------    --------
CASH AND CASH EQUIVALENTS, end of period                             $   --      $  6,872    $  8,443       $   --      $ 15,315
                                                                     ========    ========    ========       ========    ========
</TABLE>


                                                                              14
<PAGE>   15


                       US CAN CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                      FOR THE SIX MONTHS ENDED JULY 5, 1998
                                   (Unaudited)
                                 (000s omitted)


<TABLE>
<CAPTION>
                                                                              U.S. Can
                                                                  U.S. Can     Company      USC Europe                     U.S. Can
                                                                 Corporation (Subsidiary  (Non-Guarantor                 Corporation
                                                                   (Parent)   Guarantor)   Subsidiaries)  Eliminations  Consolidated
                                                                 ----------- -----------  --------------  ------------  ------------
<S>                                                               <C>        <C>         <C>              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES                              $   --      $ 26,692    $  2,327           $--          $ 29,019
                                                                  --------    --------    --------           ---          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                --        (5,811)     (2,568)           --            (8,379)
  Changes in restricted cash                                          --            29        --              --                29
                                                                  --------    --------    --------           ---          --------
      Net cash used in investing activities                           --        (5,782)     (2,568)           --            (8,350)
                                                                  --------    --------    --------           ---          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Change in intercompany advances                                      401      (3,638)      3,237            --              --
  Issuance of common stock and exercise of stock options               724        --          --              --               724
  Net borrowings under the revolving line of credit                   --
    and changes in cash overdrafts                                    --       (12,146)       (130)           --           (12,276)
  Borrowings of other long-term debt, including capital lease         --
    obligations                                                       --          --          --              --              --
  Payments of other long-term debt, including capital lease           --
    obligations                                                       --        (5,314)     (3,998)           --            (9,312)
  Payments of debt refinancing costs                                  --           (98)       --              --               (98)
  Purchase of treasury stock, net                                   (1,125)       --          --              --            (1,125)
                                                                  --------    --------    --------           ---          --------
      Net cash (used in) provided by financing activities             --       (21,196)       (891)           --           (22,087)
                                                                  --------    --------    --------           ---          --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                               --          --          (624)           --              (624)
                                                                  --------    --------    --------           ---          --------
DECREASE IN CASH AND CASH EQUIVALENTS                                 --          (286)     (1,756)           --            (2,042)
CASH AND CASH EQUIVALENTS, beginning of year                          --           415       6,358            --             6,773
                                                                  --------    --------    --------           ---          --------
CASH AND CASH EQUIVALENTS, end of period                          $   --      $    129    $  4,602           $--          $  4,731
                                                                  ========    ========    ========           ===          ========
</TABLE>


                                                                              15
<PAGE>   16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

        The following narrative discusses the results of operations, liquidity
and capital resources for the Company on a consolidated basis. This section
should be read in conjunction with the Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contained therein.

RESULTS OF OPERATIONS

        On November 9, 1998, U.S. Can sold substantially all of the assets of
its commercial Metal Services business and, accordingly, the Metal Services
business was shown as a discontinued operation. 1998 revenues of the Metal
Services business up to the point of the sale were $94.3 million. The Company
also sold its machine engineering center in Orlando, Florida ("OMEC") on January
29, 1999. Revenues from this location were $8.2 million in 1998. In addition, as
of August 1999, the Company continues to actively work towards the sale of its
Metal Closure business which operates out of the Glendale, West Virginia
facility. 1998 revenues from this operation were $18.1 million and comparable
revenues from this facility in the second quarter of 1999 and for the six-month
period ended July 4, 1999 were $4.3 million and $ 8.4 million, respectively.

QUARTER ENDED JULY 4, 1999, AS COMPARED TO QUARTER ENDED JULY 5, 1998

    Net Sales

        Net sales for the quarter ended July 4, 1999, totaled $186.8 million, a
1.8% increase versus the corresponding period in 1998. Stronger aerosol unit
volumes, both in the U.S. and Europe, contributed to the sales increase.

        Along business segment lines, Aerosol net sales in the second quarter of
1999 were $126.3 million. This represented a 5.2% increase primarily due to the
ramp-up of the Wales facility and strong U.S. demand. AS anticipated by the
Company, the Paint, Plastic and General Line segment had a 4.4% decrease in net
sales due to reduced customer requirements during the current period. In the
Custom & Specialty segment, sales of $16.4 million were down 5.2% versus the
second quarter of 1998.

    Gross Income

        Gross income of $28.4 million for the second quarter of 1999 was up $5.0
million, or 21.2%, versus the second quarter of 1998. Gross margin increased to
15.2% of net sales for the period from 12.8% in the comparable period last year.
The primary factors influencing the increase were the operating benefits being
realized from the 1997 and the 1998 restructuring programs, solid productivity
improvements, and the Wales operation ramping up its activity.

        Aerosol gross income increased 29.6%, aided by higher sales volume, the
Welsh operation improvement, and the effects of consolidating manufacturing
operations. Paint, Plastic and General Line gross income declined 15.5% versus
the second quarter of 1998 as a result of lower sales and operating
inefficiencies in a plastic container manufacturing facility. Organizational
changes were initiated in May 1999 to address operational issues at this
facility. Custom & Specialty gross income increased 18.8% for the second quarter
of 1999, due principally to actions taken as part of the restructuring programs.
Certain expenses are not allocated to specific business segments. These charges
include corporate engineering costs and other miscellaneous charges.

    Operating Income

        Operating income in the second quarter of 1999 was $19.8 million versus
$15.2 million in the second quarter of 1998. Operating margin increased to 10.6%
of net sales for the period from 8.3% in the comparable period last year. Higher
gross margins in 1999 favorably impacted operating income. Selling, general, and
administrative expenses as a percentage of net sales were flat compared to the
same period a year ago.

    Interest and Other Expenses

        Interest expense in the second quarter of 1999 was down 13.4%, or $1.1
million, versus the second quarter of 1998. Tighter controls on working capital
and capital expenditures, coupled with strong operating cash flows, have
resulted in long-term debt reductions of $71.2 million since the second quarter
of last year and $31.1 million since year-end 1998.



                                                                              16
<PAGE>   17

    Income from Continuing Operations

        Second quarter income from continuing operations before extraordinary
item of $7.1 million and net income of $6.3 million were up 87.6% and 66.4%,
respectively, versus the same period last year. Positive gross margin impact and
a decrease in interest expense are the primary drivers of this growth.

    Extraordinary Item

        In 1999, the Company recorded a $0.8 million extraordinary charge (net
of related income taxes of $0.5 million) relating to the early redemption
premium on $23.8 million of its 10 1/8% subordinated notes.


SIX-MONTH PERIOD ENDED JULY 4, 1999, AS COMPARED TO SIX-MONTH PERIOD ENDED
JULY 5, 1998

    Net Sales

        Net sales for the six-month period ended July 4, 1999, totaled $371.7
million, a 1.1% decrease versus the corresponding period in 1998.

        Along business segment lines, Aerosol net sales in the first half of
1999 were $253.0 million, 2.3% ahead of the same period last year. Stronger
second quarter U.S. volumes and increased production in Wales enhanced
year-to-date sales comparisons. Consistent with expectations, the Paint, Plastic
and General Line segment had a 5.3% decrease in net sales due to reduced
customer requirements during the current period. In the Custom & Specialty
segment, sales were down 13.0% due principally to significant liquidation of
excess holiday products in early 1998.

    Gross Income

        Gross income of $54.3 million for the six-month period in 1999 was up
$7.7 million, or 16.5%, versus the corresponding period of 1998. Gross margin of
14.6% for the first half of 1999 compares favorably to the 12.4% reported in the
first half of 1998. Improved margins reflect productivity improvements and
benefits derived from restructuring programs.

        Aerosol gross income increased 17.5%, which is due to higher sales
volume, the Welsh operation ramp-up, and the effects of consolidating
manufacturing operations (as part of the restructuring plans). Paint, Plastic
and General Line gross income increased 1.0% versus the first half of 1998.
Gross margins in this segment improved largely due to enhanced productivity.
Custom & Specialty gross income declined 17.8% for the six-month period of 1999,
due largely to lower sales levels. Certain expenses are not allocated to
specific business segments. These charges include corporate engineering costs
and other miscellaneous charges.


    Operating Income

        Operating income reported for the first six-months of 1999 was $37.4
million versus $30.1 million in the first half of 1998. Operating margin
increased to 10.1% of net sales for the period from 8.0% in the comparable
period last year. Higher gross margins in 1999 favorably impacted operating
income. Selling, general, and administrative expenses as a percentage of net
sales were relatively unchanged compared to the same period one year ago.

    Interest and Other Expenses

        Interest expense in the first half of 1999 was down 13.0%, or $2.2
million, versus the first half of 1998, as a result of long-term debt reduction.
Tighter controls on working capital and capital expenditures, coupled with
strong operating cash flows, provided the sources for debt repayment.

Income from Continuing Operations

        Income from continuing operations before extraordinary item for the
first six-months of 1999 of $12.7 million and net income of $11.9 million were
up 84.2% and 72.5%, respectively, versus the same period last year. Positive
gross margin impact and a decrease in interest expense are the two primary
components of the growth.



                                                                              17



<PAGE>   18

    Extraordinary Item

        In 1999, the Company recorded a $0.8 million extraordinary charge (net
of related income taxes of $0.5 million) relating to the early redemption
premium on $23.8 million of its 10 1/8% subordinated notes.

LIQUIDITY AND CAPITAL RESOURCES

        During the first six months of 1999, the Company met its liquidity needs
through internally generated cash flow. Principal liquidity needs included
operations, debt amortization, capital expenditures and the Company's minority
investment in Formametal (see Note (3) to the Condensed Consolidated Financial
Statements). Cash flow from operations was $31.8 million in the first six months
of 1999, compared to $29.0 million in the first six months of 1998. Cash
outflows in the first six months of 1999 included $4.3 million of payments
related to restructuring costs. The Company anticipates spending another $0.2
million of such costs during the remainder of 1999.

        As of July 4, 1999, U.S. Can had no borrowings outstanding under the
Credit Agreement, $12.8 million in letters of credit had been issued pursuant
thereto, and $37.2 million of unused credit remained available thereunder. On
April 13, 1999, the revolver was reduced from $80 million to $50 million due to
the Company's reduced borrowing needs. As of July 4, 1999, U.S. Can was in
compliance with the Credit Agreement and its other long-term debt agreements.
(See Note (5) to the Condensed Consolidated Financial Statements for a
description of the Credit Agreement.)

        The Company expects total capital expenditures in 1999 to be
approximately $30 to $33 million and has spent $13.3 million in the first six
months of the year. The 1999 expenditures include plans to install two new
lithography presses in the fourth quarter. The Company's capital investments
have historically yielded reduced operating costs and improved the Company's
profit margins, and management believes that the strategic deployment of capital
will enable the Company to improve its overall profitability by leveraging the
economies of scale inherent in the manufacture of containers.

        Management believes that cash flow from operations, amounts available
under its credit facilities and proceeds from sales of assets should provide
sufficient funds for the Company's short-term and long-term capital expenditure
and debt amortization requirements, and other cash needs in the ordinary course
of business. The Company believes it will be able to refinance the Revolving
Credit Facility on or prior to maturity. The Company believes future strategic
acquisition opportunities are important to its growth and should they arise, the
Company would expect to finance them though some combination of cash, stock
and/or debt financing.

YEAR 2000

        Management has reviewed, evaluated and assessed the implication of the
Year 2000 issue and believes that it will not pose significant operational
problems for the Company. The Company divided its Year 2000 issues into four
major categories, namely, Corporate information technology, embedded technology
in its manufacturing operations, supporting customers and suppliers
capabilities. The Company's corporate information systems are near completion
relative to the Year 2000 compliance issues and the Company does not expect any
disruption in its activities. The majority of embedded technology in the
manufacturing operations have been made Year 2000 compliant as of the end of the
second quarter. Those systems that are not yet corrected have been identified
and are in the process being resolved and contingency plans are being finalized.
The Company has met with numerous customers and has satisfied their concerns
relative to Year 2000 readiness of the Company. Many key suppliers have been
visited or surveyed for which there seems to be a general state of readiness.
Appropriate contingency plans are being made if the Company believes there may
be a Year 2000 risk at a specific supplier

        If Year 2000 issues are not identified, or assessment, remediation and
testing are not effected in a timely manner, it is possible that the Year 2000
issue will materially and adversely impact the Company's results of operations.
It is also possible that there will be an adverse impact on its relationships
with customers, vendors, or others. Any failure to become Year 2000 compliant by
banks, vendors, customers, and governmental agencies may also have an impact on
the results of the Company to the extent they relate to the Company's ongoing
operations and business requirements.


                                                                              18



<PAGE>   19

FORWARD LOOKING STATEMENT

        Certain statements in this filing constitute "forward-looking
statements" within the meaning of the Federal securities laws. Such statements
involve known or unknown risks and uncertainties which may cause the Company's
actual results, performance or achievements to be materially different than
future results, performance or achievements expressed or implied in this filing.
By way of example and not limitation and in no particular order, known risks and
uncertainty include the timing of, and net proceeds realized from divestitures;
the timing and cost of plant closures; the level of cost reduction achieved
through restructuring; the success of new technology; changes in market
conditions or product demand; loss of important customers; changes in raw
material costs; the effect Year 2000 may have on computer systems; and currency
fluctuation. In light of these and other risks and uncertainties, the inclusion
of a forward-looking statement in this filing should not be regarded as a
representation by the Company that any future results, performance or
achievement will be attained.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Management does not believe the Company's exposure to market risk has
significantly changed since year-end 1998 and believes that such risks are
immaterial.

                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDING

        In April 1999, the National Labor Relations Board ("NRLB") upheld
substantially all of the Administrative Law Judge's decision concerning the
Company's compliance with certain interplant job opportunity provisions of a
collective bargaining agreement. The Company has appealed to the NLRB's decision
to the Court of Appeals for the Seventh Circuit. Reference is made to Note (9)
of the Company's Consolidated Financial Statements contained in the Company's
Form 10-K for the year ended December 31, 1998, for a description of this
proceeding.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        The registrant's Annual Meeting of Stockholders was held on April 22,
1999. The following persons were nominated and elected to serve as Directors of
the registrant for a term of three years or until their successors have been
duly elected and qualified:

            Nominee                       For                  Withheld
-----------------------------------------------------------------------
         Charles W. Gaillard           11,173,683                38,638
         Ricardo Poma                  11,172,459                39,862
         Louis B. Susman               11,172,945                39,376

        In addition, the proposal to adopt the 1999 Equity Incentive Plan was
approved in accordance with the following vote:

             For            Against         Withheld        Broker Non-Votes
----------------------------------------------------------------------------
          6,710,001         1,146,734         3,402             3,352,184

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)   Exhibits

                                                             INCORPORATION
EXHIBIT                                                      BY REFERENCE
NUMBER        DESCRIPTION OF DOCUMENT                        (IF APPLICABLE)
-------       -----------------------                        ---------------
 10.1         Amendment No. 5 to Credit Agreement
 27.1         Financial Data Schedule (EDGAR version only)


        (b)   Reports on Form 8-K

No reports on Form 8-K were filed during the quarter.





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<PAGE>   20




                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                U.S. CAN CORPORATION

Date: August 16, 1999           By: /s/ John L. Workman
                                    -----------------------------
                                    John L. Workman
                                    Executive Vice President and Chief Financial
                                    Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the undersigned, in his capacity as the principal
financial officer of the registrant.

Date: August 16, 1999           By: /s/ John L. Workman
                                    -----------------------------
                                    John L. Workman
                                    Executive Vice President and Chief Financial
                                    Officer









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