<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                        
                                        
                                        
                                 FORM 10-Q/A-1
                               AMENDMENT NO. 1 TO
                                        
                                        
              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED APRIL 5, 1998
                                        
                         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 April 30, 1998, 13,099,897 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 APRIL 5, 1998

                               TABLE OF CONTENTS

                                                                          Page
                                                                          ---- 

PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         U.S. Can Corporation and Subsidiaries Condensed Consolidated 
         Balance Sheets as of December 31, 1997 and April 5, 1998           3

         U.S. Can Corporation and Subsidiaries Condensed Consolidated 
         Statements of Operations for the Quarterly Periods Ended 
         April 6, 1997 and April 5, 1998                                    4

         U.S. Can Corporation and Subsidiaries Condensed Consolidated 
         Statements of Cash Flows for the Quarterly Periods Ended 
         April 6, 1997 and April 5, 1998                                    5

         Notes to Condensed Consolidated Financial Statements               6

Item 2.  Management's Discussion and Analysis of Financial Condition 
         and Results of Operations                                         17

Item 3.  Quantitative and Qualitative Disclosures About Market Risk        19

PART II  OTHER INFORMATION

Item 4.  Changes in Securities and Use of Proceeds                         19

Item 5.  Other Information                                                 19

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





                                                                              2






<PAGE>   3

                     U.S. CAN CORPORATION AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                       (000'S OMITTED, EXCEPT SHARE DATA)


                                                        DECEMBER 31,  APRIL 5,
                                                           1997         1998
                                                        ------------  --------

                                     ASSETS

CURRENT ASSETS:
 Cash and cash equivalents                               $   6,773  $   5,537
 Accounts receivable, less allowances of $15,134 and
  $15,249 in 1997 and 1998, respectively                    74,137     88,169
 Inventories                                               109,458    108,331
 Prepaid expenses and other current assets                  17,503     12,743
 Prepaid income taxes                                       22,748     22,398
                                                         ---------  ---------
        Total current assets                               230,619    237,178
                                                         ---------  ---------
PROPERTY, PLANT AND EQUIPMENT:
 Land                                                        5,485      4,763
 Buildings                                                  73,277     73,257
 Machinery, equipment and construction in process          427,404    421,159
                                                         ---------  ---------
                                                           506,166    499,179
 Less--Accumulated depreciation and amortization          (181,869)  (188,543)
                                                         ---------  ---------
        Total property, plant and equipment                324,297    310,636
                                                         ---------  ---------
MACHINERY REPAIR PARTS                                       6,396      5,878
INTANGIBLES                                                 59,578     59,067
OTHER ASSETS                                                12,814     16,409
                                                         ---------  ---------
        Total assets                                     $ 633,704  $ 629,168
                                                         =========  =========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Current maturities of long-term debt                    $   9,635 $   9,205
 Cash overdrafts                                             7,800     4,957
 Accounts payable                                           50,686    53,598
 Accrued payrolls and benefits                              24,358    23,801
 Accrued insurance                                           6,607     8,450
 Restructuring reserves                                     31,645    23,814
 Other current liabilities                                  19,117    28,093
                                                         --------- ---------
        Total current liabilities                          149,848   151,918
                                                         --------- ---------
SENIOR DEBT                                                 91,506    79,099
SUBORDINATED DEBT                                          275,000   275,000
                                                         --------- ---------
        Total long-term debt                               366,506   354,099
                                                         --------- ---------
OTHER LONG-TERM LIABILITIES:
Postretirement benefits                                     27,387    27,852
Deferred income taxes                                       17,973    19,228
Other long-term liabilities                                  9,677    10,371
                                                         --------- ---------
        Total other long-term liabilities                   55,037    57,451
                                                         --------- ---------

COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY:
 Preferred stock, $.01 par value; 10,000,000 shares
  authorized, none issued or outstanding                        --        --
 Common stock, $.01 par value; 50,000,000 shares
  authorized, 13,097,855 and 13,132,826 shares
  issued in 1997 and 1998, respectively                        131       131
 Paid-in capital                                           108,003   108,074
 Unearned restricted stock                                  (2,558)   (2,258)
 Treasury common stock, at cost; 44,159 and 8,955
  shares in 1997 and 1998, respectively                       (714)     (115)
 Currency translation adjustment                            (2,193)   (2,858)
 Retained deficit                                          (40,356)  (37,274)
                                                         --------- ---------
        Total stockholders' equity                          62,313    65,700
                                                         --------- ---------
        Total liabilities and stockholders' equity       $ 633,704 $ 629,168
                                                         ========= =========


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





                                                                              3

<PAGE>   4

                      U.S.CAN CORPORATION AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE INCOME
                                  (UNAUDITED)
                     (000'S OMITTED, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                      QUARTERLY PERIOD ENDED
                                                                 ---------------------------------
                                                                     APRIL 6,          APRIL 5,
                                                                       1997              1998
                                                                 -------------      --------------
<S>                                                             <C>               <C>
NET SALES                                                        $   204,175        $   192,363
COST OF SALES                                                        178,772            169,193
                                                                 -------------      --------------
  Gross income                                                        25,403             23,170
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                           8,827              8,215
                                                                 -------------      --------------
  Operating income                                                    16,576             14,955
INTEREST EXPENSE ON BORROWINGS                                         9,255              8,736
AMORTIZATION OF DEFERRED FINANCING COSTS                                 439                380
OTHER EXPENSES                                                           510                439
                                                                 -------------      --------------
  Income before income taxes                                           6,372              5,400
PROVISION FOR INCOME TAXES                                             2,518              2,318
                                                                 -------------      --------------
  Income from continuing operations                                    3,854              3,082
DISCONTINUED OPERATIONS, net of income taxes                             484                  -
                                                                 -------------      --------------
NET INCOME                                                             4,338              3,082
OTHER COMPONENTS OF COMPREHENSIVE INCOME (LOSS)                       (4,712)              (665)
                                                                 -------------      --------------
  Comprehensive income (loss)                                    $      (374)       $     2,417
                                                                 =============      ==============



PER SHARE DATA:
  Basic:
   Income from continuing operations                             $      0.30        $      0.23
   Discontinued operations                                              0.03                  -
                                                                 -------------      --------------
    Net income                                                   $      0.33        $      0.23
                                                                 =============      ==============


    Weighted average shares outstanding (000's)                       12,995             13,144
  Diluted:
   Income from continuing operations                             $      0.29        $      0.23
   Discontinued operations                                              0.04                  -
                                                                 -------------      --------------
    Net income                                                   $      0.33        $      0.23
                                                                 =============      ==============

    Weighted average shares outstanding (000's)                       13,155             13,257
</TABLE>

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




                                                                              4




<PAGE>   5


                     U.S. CAN CORPORATION AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                                (000'S OMITTED)
<TABLE>
<CAPTION>

                                                                 QUARTERLY PERIOD ENDED
                                                               --------------------------
                                                               APRIL 6,          APRIL 5,
                                                                 1997              1998
                                                               --------          --------
<S>                                                           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                                    $  4,338          $  3,082
 Adjustments to reconcile net income to net cash
  provided by operating activities--
     Depreciation and amortization                               11,281            10,149
     Deferred income taxes                                          619               441
 Change in operating assets and liabilities, net
  of effect of acquired businesses--
     Accounts receivable                                         (9,314)          (13,940)
     Inventories                                                  4,150             1,201
     Accounts payable                                            (6,148)            2,839
     Accrued payrolls and benefits, insurance and other           7,275            11,256
     post-retirement benefits                                       200               465
     Other, net                                                  (2,125)            4,782
                                                               --------          --------
      Net cash provided by operating activities                  10,276            20,275
                                                               --------          --------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                                           (14,273)           (3,828)
 Acquisition of businesses, net of cash acquired                (10,364)           (1,150)
 Change in restricted cash                                          469                29
 Machinery repair parts usage, net                                   83               525
                                                               --------          --------
  Net cash used in investing activities                         (24,085)           (4,424)
                                                               --------          --------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Issuance of common stock and exercise of stock options              --                72
 Net borrowings under the revolving line of credit and
  changes in cash overdrafts                                     20,773           (12,757)
 Borrowings of other long-term debt, including capital
  lease obligations                                                  14                --
 Payments of other long-term debt, including capital
  lease obligations                                              (8,677)           (2,871)
 Payments of debt refinancing costs                                (525)              (82)
 Purchase of treasury stock, net                                   (526)             (117)
                                                               --------          --------
   Net cash provided by (used in) financing activities           11,059           (15,755)
                                                               --------          --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                          (3,143)           (1,332)
                                                               --------          --------
DECREASE IN CASH AND CASH EQUIVALENTS                            (5,893)           (1,236)
CASH AND CASH EQUIVALENTS, beginning of period                    7,966             6,773
                                                               --------          --------
CASH AND CASH EQUIVALENTS, end of period                       $  2,073          $  5,537
                                                               ========          ========
</TABLE>

     The accompanying Notes to 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
                                 APRIL 5, 1998
                                  (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
European companies formed or acquired during 1996 (the "European Subsidiaries").
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, which, in the opinion of management, include all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation, have not been audited by independent public accountants.
Operating results for any interim period are not necessarily indicative of
results that may be expected for the full year.

     Certain information and footnote disclosure 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 Amendment No. 2 to Annual Report on Form 10-K/A-2
for the year ended December 31, 1997.

     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


     In the third quarter of 1997, the Company established a pre-tax
restructuring provision of $35 million, primarily for plant closings and
overhead cost reductions associated with the loss of a major aerosol customer
(the customer representing approximately $35 million of annual sales) who
awarded its global aerosol business to a U.S. Can competitor. In addition, the
Company established a pre-tax disposition provision of $17.2 million for the
anticipated loss on the closure of its metal pail operation in North Brunswick,
New Jersey. Such closure would have resulted in certain severance and related
payments, the write-off of several long-lived assets and ongoing building costs.
However, in the fourth quarter of 1997, the Company successfully negotiated and
completed the sale of this facility at a net pre-tax loss of $13.3 million and
appropriately adjusted the provision in the fourth quarter of 1997.

     In the fourth quarter of 1997, the Company, at the direction of its Board
of Directors, employed the assistance of external business consultants to review
operations and explore other avenues for enhancing shareholder value. As a
result of this review, the Company established another pre-tax restructuring
provision of $10.8 million, primarily to include further personnel reductions
and the reduction of asset value associated with equipment used in the
businesses the Company has exited or is in the process of exiting.

     The key elements of the third and fourth quarter restructuring include
closure of the Racine, Wisconsin aerosol assembly plant, the Midwest litho
center in Alsip, Illinois, the Sparrows Point litho center in Baltimore,
Maryland, and the California Specialty plant in Vernalis, California; a
write-down to estimated proceeds for the sale of the Orlando, Florida machine
engineering center ("OMEC") and the Baltimore, Maryland specialty and paint can
distribution business; and organizational changes designed to reduce general
overhead.  The Racine plant ceased production on April 24, 1998. The Sparrows
Point plant ceased production in mid-February 1998. The Company expects the sale
of OMEC will be completed in 1998.

     The third and fourth quarter restructuring provisions included a $41.7
million for the non-cash write-off of assets related to the facilities to be
closed or sold, $13.2 million for severance and related termination benefits for
approximately 115 salaried and 370 hourly employees, and $5.9 million for other
related closure costs, such as, building restoration, equipment disassembly and
future lease payments. In addition to these charges, the Company provided $2.2
million related to the carrying costs (principally contractual lease payments)
related to the closed Saddle Brook, New Jersey facility. The write-off of the
assets included in the charge, primarily relates to fixed assets ($32.8 million)
which cannot be transferred or used in the Company's other operations and
unamoritized goodwill related to the closed operations. As of April 5, 1998,
approximately $15.6 million of cash costs remain, of which the majority is
expected to be spent later in 1998.




                                                                              6




<PAGE>   7


     In November 1997, as part of the business and operational realignments, the
Company sold its steel pail business which was conducted entirely from its North
Brunswick, New Jersey facility, for $1.4 million in cash and notes, plus the
assumption of certain liabilities and future payments. 1997 revenues of the
steel pail business, up to the point of sale, were $19.2 million. Previous
reporting of the metal pail business as a discontinued operation for the year
ended December 31, 1997 and the quarter ended April 5, 1998 have been amended
in this report so that the results of this business are included in continuing 
operations.

     The Company is actively seeking to sell its commercial metal services
business ("Metal Services") which it began reflecting as a discontinued
operation late in 1997. Metal Services includes two plants in Chicago, Illinois,
one plant each in Trenton, New Jersey and Brookfield, Ohio and the closed
Midwest Litho plant. 1997 revenues from these operations were $116 million
(excluding intra-Company sales which are expected to be continued by the buyer
and including ongoing third-party sales from the closed Midwest Litho plant,
which have been transferred to other Metal Services plants). Comparable revenue
generated from these facilities in the first quarter of 1998 were $28 million.
The Company anticipates that the sale of Metal Services will be completed in
1998. The Company provided for a $2.7 million after-tax loss on the sale of the
Metal Services business, primarily representing the excess of recorded carrying
value over the estimated aggregate net proceeds for the net assets to be sold in
the dispositions. As of April 5, 1998, the net assets of Metal Services,
excluding the discontinued operations reserve, included net current assets of
approximately $17.5 million and net other assets of approximately $29.9 million.
The Company's historical financial statements have been restated to reflect the
Metal Services business as a discontinued operation.


     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, one of the European Subsidiaries 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, Formametal has agreed to purchase approximately $2.6 million to $3.0
million of manufacturing equipment from the Company, and the Company has agreed
to provide certain technical and engineering assistance to Formametal. The
Company has also provided a guaranty, in an amount not to exceed $2.0 million,
to secure the repayment of certain indebtedness of Formametal. No such
indebtedness was outstanding as of April 5, 1998. This investment is being
accounted for on the equity method.

     In January 1997, the Company acquired certain assets from Owens-Illinois
Closure Inc. ("O-I") for cash consideration of $10 million, subject to
adjustment based upon the actual value of the inventory acquired and potential
contingent payments of up to $1.5 million based upon realization of certain new
business which O-I was seeking at the time of the acquisition. The assets
acquired by the Company include metal business machinery, equipment, inventory
and raw materials formerly located at O-I's Erie, Pennsylvania plant. The
purchase price resulted in goodwill of $7.1 million.

(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 $16.4 million at December 31, 1997, and
$18.7 million at April 5, 1998, 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. Inventory costs include material, labor and
factory overhead. FIFO cost of LIFO inventories approximated their LIFO value at
December 31, 1997 and at April 5, 1998.

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


                                                DECEMBER 31,         APRIL 5,
                                                    1997               1998
                                                ------------       ------------

Raw materials                                      $ 33,746           $ 31,114
Work in process                                      42,763             43,467
Finished goods                                       28,037             28,736
Machine shop inventory                                4,912              5,014
                                                ------------       ------------
                                                   $109,458           $108,331
                                                ============       ============


                                                                              7







<PAGE>   8

(5)  DEBT OBLIGATIONS

     The primary debt obligations of the Company at December 31, 1997 and April
5, 1998 consisted of the following (000"s omitted):

                                                  DECEMBER 31,      APRIL 5,
                                                      1997            1998
                                                  ------------      --------

Senior Debt
 Revolving line of credit                             $ 32,600      $ 22,900
 Secured equipment notes                                 4,825         4,043
 Capital lease obligations                              30,050        28,546
 Secured term loan                                      24,840        24,038
 Industrial revenue bonds                                7,500         7,500
 Mortgages and other                                     1,326         1,276
                                                   -----------   -----------
                                                       101,141        88,303
Less--Current maturities                                (9,635)       (9,204)
                                                   -----------   -----------
   Total senior debt                                    91,506        79,099
Senior subordinated 10 1/8% notes                      275,000       275,000
                                                   -----------   -----------
   Total long-term debt                               $366,506      $354,099
                                                   ===========   ===========

     In April 1997, U.S. Can entered into an Amended and Restated Credit
Agreement with a group of banks (the "Credit Agreement"), providing a $110
million revolving credit facility (the "Revolving Credit Facility"). In February
1998, the Company and its lenders agreed to reduce the Revolving Credit Facility
to $80 million. Obligations under the Credit Agreement are secured by U.S. Can's
domestic accounts receivable and inventory. Funds available under the Credit
Facility may be used for general corporate purposes (including ongoing working
capital needs and funds for permitted acquisitions). The Credit Agreement has a
five-year maturity and permits the Company to borrow funds available under the
Revolving Credit Facility in U.S. Dollars, British Pounds or French Francs.

     The loans under the Credit Agreement bear interest at a floating rate equal
to, at the election of U.S. Can, one of the following: (i) the Base Rate (as
defined in the Credit Agreement) per annum, or (ii) based on the current pricing
ratio, a reserve-adjusted Eurodollar rate plus the then applicable margin, for
specified interest periods (selected by U.S. Can) of one, two, three or six
months. The weighted average interest rate of the loans outstanding under the
Credit Agreement was 6.7% and 6.8% at December 31, 1997 and April 5, 1998,
respectively.

     As of December 31, 1997, U.S. Can had borrowings of $32.6 million
outstanding under the Credit Agreement, $12.5 million in letters of credit had
been issued pursuant thereto, and $64.9 million of unused credit remained
available. As of April 5, 1998, U.S. Can had borrowings of $22.9 million
outstanding under the Credit Agreement, $12.5 million in letters of credit had
been issued pursuant thereto, and $44.6 million of unused credit remained
available.

     Secured equipment notes, issued at various times since 1990, mature in
varying amounts through 2003 and bear interest at various rates between 8.1% and
10.4%. Proceeds from these notes were used to purchase certain manufacturing
equipment, and the notes are secured by that equipment.

     Capital lease obligations, mature in varying amounts through 2007 and bear
interest at various rates between 4.57% and 19.64%. Other debt, consisting of
various governmental loans and real estate mortgages at interest rates between
7.0% and 9.77%, mature at various times through 2025, and were used to finance
the expansion of several manufacturing facilities.

     On December 20, 1996, U.K. Can, Ltd., one of the European Subsidiaries,
entered into (and U.S. Can guaranteed) a $28 million secured term loan with
General Electric Capital Corporation, to finance the acquisition of land,
building and equipment comprising the Merthyr Tydfil, Wales aerosol can
production facility. This credit facility is secured by the real and personal
property of U.S. Can's Merthyr Tydfil operation. The loan is denominated in U.S.
Dollars. During 1997, in connection with the transaction, the Corporation
entered into foreign exchange contracts which allow the Company to exchange a
fixed amount of U.K. Pounds for U.S. Dollars at certain dates which coincide
with the repayment of principal and interest on the loan. The forward contracts
are intended to hedge against fluctuations in currency rates.

     On October 17, 1996, the Corporation issued $275.0 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
certain 




                                                                              8


<PAGE>   9



changes of control of the Corporation, the Note holders could require that the
Corporation repurchase all or some of the 10 1/8% Notes at a 101% premium. Net
proceeds from the issuance of the 10 1/8% Notes were $268.1 million.
Approximately $158.4 million of the net proceeds were used to pay down amounts
outstanding under the Company's previous credit facilities and $109.7 million of
the net proceeds were used to redeem all of U.S. Can's 13 1/2% Senior
Subordinated Notes due 2002 on January 15, 1997.

     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. The covenants also restrict the
Corporation's and U.S. Can'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 terms and restrictive covenants of the Credit Agreement and
its other debt agreements as of April 5, 1998.

(6)  SUPPLEMENTAL CASH FLOW INFORMATION

     The Company paid interest on borrowings of approximately $1.9 million and
$2.4 million for the quarterly periods ended April 6, 1997 and April 5, 1998,
respectively.

     The Company paid approximately $1.7 million and $1.0 million of income
taxes for the quarterly periods ended April 6, 1997 and April 5, 1998,
respectively.

     During the quarterly periods ended April 6, 1997 and April 5, 1998, the
Company issued stock valued at approximately $0.9 million and $0.7 million,
respectively, into certain of its employee benefit plans.

(7)  LEGAL PROCEEDINGS

     The Company is involved in a number of legal proceedings arising in the
ordinary course of business consistent with past experiences. Management does
not believe that any of these proceedings will have a material adverse effect on
the business or financial condition of the Company either individually or in the
aggregate. In addition, the Company is involved in the following matters.

     The groundwater in San Leandro, California, formerly a site of one of the
Company's can assembly facilities, is contaminated at shallow and intermediate
depths, and the area of concern partially extends to the groundwater below the
facility formerly owned by the Company. In connection with sales in 1994 and
1995 of land on which this facility was located, the Company agreed to indemnify
the purchaser against environmental claims related to the Company's ownership of
the property. In April 1996, the California Department of Toxic Substances
Control ("CDTSC") issued an order to certain past and present owners of this
facility, including U.S. Can, directing such owners to conduct remediation
activities at this site. No specific form of remediation was indicated.
Consultants retained by the Company to evaluate the site concluded that the
Company's operations had not impacted the groundwater at this site and that
contamination detected at this site resulted from migration from off-site,
upgradient sources. However, in January 1998, the CDTSC informed the Company
that it disagrees with these conclusions and wants the Company to conduct
extensive additional testing. In May, 1998, the Company met with the CDTSC
Director. To date, there has been no resolution of this matter between the
Company and the CDTSC although discussions are ongoing. There can be no
assurance that the Company will not incur material costs and expenses in
connection with the CDTSC order and remediation at the site.

     An Administrative Law Judge of the National Labor Relations Board ("NLRB")
has issued a decision ordering the Company to pay $1.5 million in back pay, plus
interest, for a violation of certain sections of the National Labor Relations
Act as a result of the Company's closure of certain facilities in 1991 and
failure to offer inter-plant job opportunities to certain affected employees.
The Company will file an appeal with the full NLRB.

(8)  NEW ACCOUNTING PRONOUNCEMENTS

     Statement of Financial Accounting Standard ("SFAS") No. 128, "Earnings Per
Share" was issued in February 1997 and adopted by the Company as of December 31,
1997. This new pronouncement established revised reporting standards for
earnings per share and has been applied to all periods presented herein. Diluted
earnings per share for the Company includes the impact of assumed exercise of
dilutive stock options.

     SFAS No. 130, "Reporting Comprehensive Income" was issued in July 1997 and
adopted by the Company in the first quarter of 1998. This new pronouncement
established standards for the reporting and display of comprehensive income and
its components which, for the Company, include cumulative translation
adjustments and minimum pension adjustments.





                                                                              9


<PAGE>   10



     SFAS No. 131, "Disclosures About Segments of an Enterprise and Related
Information" was also issued in July 1997 and introduces a new model for segment
reporting, called the "management approach." This approach is based on the way
that the chief operating decision maker organizes segments within the company
for making operating decisions and assessing performance. Management of the
Company is evaluating this new pronouncement to determine its impact upon
current reporting. Adoption of this new standard is scheduled for late 1998.

     Statement of Position No. 98-5, "Reporting on the Costs of Start-up
Activities" was released in April, 1998, and requires companies to write off all
unamortized costs related to start up activities and to expense such future
costs as incurred. The Company is required to adopt this new accounting rule by
early 1999. Management does not expect that adoption of this rule will have a
material effect on the Company's results of operations or financial position.

(9)  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 April 5, 1998, U.S. Can, wholly owned
by the Corporation, was the only Subsidiary Guarantor. The Corporation had no
assets or operations separate from its investment in U.S. Can, and there were no
non-Guarantor Subsidiaries until the acquisition by U.S. Can of the European
Subsidiaries on September 11, 1996. 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 European Subsidiaries (the "Non-Guarantor Subsidiaries"),
as of December 31, 1997 and April 5, 1998, and for the quarterly periods ended
April 6, 1997 and April 5, 1998. 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.






                                                                             10
<PAGE>   11


                     CONDENSED CONSOLIDATING BALANCE SHEET
                              AS OF APRIL 5, 1998
                                (000'S OMITTED)


<TABLE>
<CAPTION>
                                                                    EUROPEAN
                                                   UNITED STATES  SUBSIDIARIES
                                       U.S. CAN     CAN COMPANY       (NON-                      U.S. CAN
                                      CORPORATION  (SUBSIDIARIES    GUARANTOR                  CORPORATION
                                       (PARENT)     GUARANTOR)    SUBSIDIARIES)  ELIMINATIONS  CONSOLIDATED
                                      -----------  -------------  -------------  ------------  ------------
<S>                                   <C>          <C>            <C>            <C>           <C>

CURRENT ASSETS:
 Cash and cash equivalents            $        --  $         111  $       5,426  $         --  $      5,537
 Accounts receivable                           --         64,053         24,116            --        88,169
 Inventories                                   --         89,666         18,665            --       108,331
 Prepaid expenses and other assets             --         10,573          2,170            --        12,743
 Prepaid income taxes                          --         22,398             --            --        22,398
                                      -----------  -------------  -------------  ------------  ------------
  Total current assets                         --        186,801         50,377            --       237,178
                                      -----------  -------------  -------------  ------------  ------------
NET PROPERTY, PLANT AND EQUIPMENT              --        243,980         66,656            --       310,636
INTANGIBLE ASSETS                              --         59,067             --            --        59,067
OTHER ASSETS                                7,140          9,254          5,893            --        22,287
INVESTMENT IN SUBSIDIARIES                334,918         48,154             --      (383,072)           --
                                      -----------  -------------  -------------  ------------  ------------
  Total assets                        $   342,058  $     547,256  $     122,926  $   (383,072) $    629,168
                                      ===========  =============  =============  ============  ============
CURRENT LIABILITIES:
 Current maturities of 
  long-term debt                      $        --  $       6,396  $       2,809  $         --  $      9,205
 Accounts payable                              --         40,451         18,104            --        58,555
 Other current liabilities                     --         73,515         10,643            --        84,158
                                      -----------  -------------  -------------  ------------  ------------
  Total current liabilities                    --        120,362         31,556            --       151,918
                                      -----------  -------------  -------------  ------------  ------------
SENIOR DEBT                                    --         50,855         28,244            --        79,099
SUBORDINATED DEBT                         275,000             --             --            --       275,000
OTHER LONG-TERM
LIABILITIES                                    --         52,266          5,185            --        57,451
INTERCOMPANY ADVANCES                       1,358        (11,145)         9,787            --            --
STOCKHOLDERS' EQUITY                       65,700        334,918         48,154      (383,072)       65,700
                                      -----------  -------------  -------------  ------------  ------------
  Total liabilities and
   stockholders' equity               $   342,058  $     547,256  $     122,926  $   (383,072) $    629,168
                                      ===========  =============  =============  ============  ============
</TABLE>




                                                                             11






<PAGE>   12

                     CONDENSED CONSOLIDATING BALANCE SHEET
                            AS OF DECEMBER 31, 1997

<TABLE>
<CAPTION>
                                                       UNITED STATES    USC EUROPE
                                           U.S. CAN     CAN COMPANY        (NON-                       U.S. CAN
                                          CORPORATION  (SUBSIDIARIES     GUARANTOR                   CORPORATION
                                           (PARENT)     GUARANTOR)     SUBSIDIARIES)   ELIMINATIONS  CONSOLIDATED
                                          -----------  -------------  ---------------  ------------  ------------
                                                                      (000'S OMITTED)
<S>                                      <C>          <C>             <C>            <C>           <C>
CURRENT ASSETS:
  Cash and cash equivalents               $        --  $         415     $      6,358  $         --  $      6,773
  Accounts receivable                              --         53,559           20,578            --        74,137
  Inventories                                      --         93,028           16,430            --       109,458
  Prepaid expenses and other assets                --         13,904            3,599            --        17,503
  Prepaid income taxes                             --         22,748               --            --        22,748
                                          -----------  -------------     ------------  ------------  ------------
    Total current assets                           --        183,654           46,965            --       230,619
                                          -----------  -------------     ------------  ------------  ------------
NET PROPERTY, PLANT AND EQUIPMENT                  --        256,464           67,833            --       324,297
INTANGIBLE ASSETS                                  --         59,578               --            --        59,578
OTHER ASSETS                                    7,347         10,240            1,623            --        19,210
INVESTMENT IN SUBSIDIARIES                    335,962         48,646               --      (384,608)           --
                                          -----------  -------------     ------------  ------------  ------------
    Total assets                          $   343,309  $     558,582     $    116,421  $   (384,608) $    633,704
                                          ===========  =============     ============  ============  ============
CURRENT LIABILITIES:                                                     
  Current maturities of long-                                            
   term debt                              $        --  $       6,817     $      2,818  $         --  $      9,635
  Accounts payable                                 --         42,155           16,331            --        58,486
  Other current liabilities                        --         73,480            8,247            --        81,727
                                          -----------  -------------     ------------  ------------  ------------
    Total current liabilities                      --        122,452           27,396            --       149,848
                                          -----------  -------------     ------------  ------------  ------------
SENIOR DEBT                                        --         61,850           29,656            --        91,506
SUBORDINATED DEBT                             275,000             --               --            --       275,000
OTHER LONG-TERM LIABILITIES                        --         52,031            3,006            --        55,037
INTERCOMPANY ADVANCES                           5,996        (13,713)           7,717            --            --
STOCKHOLDERS' EQUITY                           62,313        335,962           48,646      (384,608)       62,313
                                          -----------  -------------     ------------  ------------  ------------
    Total liabilities and equity          $   343,309  $     558,582     $    116,421  $   (384,608) $    633,704
                                          ===========  =============     ============  ============  ============
</TABLE>






                                                                             12

<PAGE>   13

                CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE QUARTERLY PERIOD ENDED APRIL 5, 1998

<TABLE>
<CAPTION>
                                                               EUROPEAN
                                             UNITED STATES   SUBSIDIARIES
                                 U.S. CAN     CAN COMPANY        (NON-                       U.S. CAN
                                CORPORATION  (SUBSIDIARIES     GUARANTOR                   CORPORATION
                                 (PARENT)     GUARANTOR)     SUBSIDIARIES)   ELIMINATIONS  CONSOLIDATED
                                -----------  -------------  ---------------  ------------  ------------
                                                            (000'S OMITTED)
<S>                             <C>          <C>            <C>              <C>           <C>

NET SALES                         $      --    $   162,401       $   29,962    $       --    $  192,363
COST OF SALES                            --        142,137           27,056            --       169,193
                                  ---------    -----------       ----------    ----------    ----------
 Gross Income                            --         20,264            2,906            --        23,170
SELLING, GENERAL AND                                                                         
 ADMINISTRATIVE EXPENSES                 --          7,104            1,111            --         8,215
                                  ---------    -----------       ----------    ----------    ----------
 Operating Income                        --         13,160            1,795            --        14,955
INTEREST EXPENSE ON BORROWINGS           --          8,041              695            --         8,736
AMORTIZATION OF DEFERRED                                                                     
 FINANCING COSTS                         --            380               --            --           380
OTHER EXPENSES                           --            439               --            --           439
EQUITY EARNINGS (LOSS) FROM                                                                  
 SUBSIDIARY                           3,082            618               --        (3,700)           --
PROVISION FOR INCOME TAXES               --          1,836              482            --         2,318
                                  ---------    -----------       ----------    ----------    ----------
NET INCOME                        $   3,082    $     3,082       $      618    $   (3,700)   $    3,082
                                  =========    ===========       ==========    ==========    ==========
</TABLE>






                                                                             13


<PAGE>   14



               CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                  FOR THE QUARTERLY PERIOD ENDED APRIL 6, 1997


<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                                       $        -     $                $    27,349        $          -       $            
                                                                   176,826                                                  204,175
COST OF SALES                                            -         154,137           24,635                   -             178,772
                                               -------------   --------------   ----------------   ---------------    --------------
  Gross income                                           -          22,689            2,714                   -              25,403
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES             -           7,763            1,064                   -               8,827
SPECIAL CHARGES                                          -               -                -                   -                   -
                                               -------------   --------------   ----------------   ---------------    --------------
  Operating income                                       -          14,926            1,650                   -              16,576
INTEREST EXPENSE ON BORROWINGS                           -           8,878              377                   -               9,255
AMORTIZATION OF DEFERRED FINANCING COSTS                 -             439                -                   -                 439
OTHER EXPENSES                                           -             510                -                   -                 510
EQUITY EARNINGS SUBSIDIARY                           4,338             980                -              (5,318)                  -
PROVISION FOR INCOME TAXES                               -           2,225              293                   -               2,518
NET INCOME FROM DISCONTINUED OPERATIONS                  -             484                -                   -                 484
                                               -------------   --------------   ----------------   ---------------    --------------
NET INCOME (LOSS)                              $     4,338     $     4,338      $       980        $     (5,318)      $       4,338
                                               =============   ==============   ================   ===============    ==============

</TABLE>





                                                                             14
<PAGE>   15
                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                      FOR THE QUARTER ENDED APRIL 5, 1998
                                (000'S OMITTED)


<TABLE>
<CAPTION>
                                                                    EUROPEAN
                                                   UNITED STATES  SUBSIDIARIES
                                       U.S. CAN     CAN COMPANY       (NON-                      U.S. CAN
                                      CORPORATION  (SUBSIDIARIES    GUARANTOR                  CORPORATION
                                       (PARENT)     GUARANTOR)    SUBSIDIARIES)  ELIMINATIONS  CONSOLIDATED
                                      -----------  -------------  -------------  ------------  ------------
<S>                                   <C>          <C>            <C>            <C>           <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES:                           $  --          $ 18,695       $  1,580     $  --           $ 20,275 
CASH FLOWS FROM INVESTING                                                                                  
 ACTIVITIES:                                                                                               
 Capital expenditures                     --            (2,762)        (1,066)       --             (3,828)
 Acquisition of businesses, net                                                                             
  of cash                                 --              --           (1,150)       --             (1,150)
 Changes in restricted cash               --                29           --          --                 29 
 Machinery repair parts usage, net        --               189            336        --                525 
                                       -------        --------       --------     -------         -------- 
  Net cash used in investing                                                                                
   activities                             --            (2,544)        (1,880)       --             (4,424)
                                       -------        --------       --------     -------         -------- 
CASH FLOWS FROM FINANCING                                                                                  
 ACTIVITIES:                                                                                                
Change in intercompany advances           --            (2,070)         2,070        --               --   
 Issuance of common stock and                                                                               
  exercise of stock options               --                72           --          --                 72 
 Net borrowings under the                                                                                   
  revolving lines of credit and                                                                             
  changes in cash overdrafts              --           (12,543)          (214)       --            (12,757)
 Borrowings of other long-term                                                                              
  debt, including capital lease                                                                             
  obligations                             --              --             --          --               --   
 Payments of other long-term debt,                                                                          
  including capital lease                                                                                   
  obligations                             --            (1,715)        (1,156)       --             (2,871)
 Payments of debt refinancing costs       --               (82)          --          --                (82)
 Purchase of treasury stock, net          --              (117)          --          --               (117)
                                       -------        --------       --------     -------         -------- 
  Net cash provided by (used in)                                                                            
   financing activities                   --           (16,455)           700        --            (15,755)
                                       -------        --------       --------     -------         -------- 
EFFECT OF EXCHANGE RATE CHANGES                                                                            
 ON CASH                                  --              --           (1,332)       --             (1,332)
                                       -------        --------       --------     -------         -------- 
DECREASE IN CASH AND CASH                                                                                  
 EQUIVALENTS                              --              (304)          (932)       --             (1,236)
CASH AND CASH EQUIVALENTS, beginning                                                                       
 of period                                --               415          6,358        --              6,773 
                                       -------        --------       --------     -------         -------- 
CASH AND CASH EQUIVALENTS, end                                                                             
 of period                             $  --          $    111       $  5,426     $  --           $  5,537 
                                       =======        ========       ========     =======         ======== 
</TABLE>


                                                                              15
<PAGE>   16
                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE QUARTERLY PERIOD ENDED APRIL 6, 1997

                                 (000'S OMITTED)


<TABLE>
<CAPTION>
                                                                              EUROPEAN
                                                            UNITED STATES   SUBSIDIARIES
                                               U.S. CAN      CAN COMPANY        (NON-                         U.S. CAN
                                              CORPORATION   (SUBSIDIARIES     GUARANTOR                      CORPORATION
                                               (PARENT)      GUARANTOR)     SUBSIDIARIES)    ELIMINATIONS   CONSOLIDATED
                                              -----------    ----------     -------------    ------------   ------------
<S>                                           <C>            <C>            <C>              <C>            <C>            
CASH FLOWS FROM OPERATING
  ACTIVITIES                                       $  --       $ 10,313          $   (37)          $  --       $ 10,276
                                                   -----       --------          -------           -----       --------
CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures                                --        (10,720)          (3,553)             --        (14,273)
  Acquisition of businesses,
    net of cash                                       --        (10,364)              --              --        (10,364)
  Changes in restricted cash                          --            469               --              --            469
  Investment in subsidiaries                         587             --               --            (587)            --
  Machinery repair parts usage,
    net                                               --             96              (13)             --             83
                                                   -----       --------          -------           -----       --------
    Net cash used in investing
      activities                                     587        (20,519)          (3,566)           (587)       (24,085)
                                                   -----       --------          -------           -----       --------
CASH FLOWS FROM FINANCING
  ACTIVITIES:
Change in intercompany advances                       --         (1,487)           1,487              --             --
  Net borrowings under the revolving
    line of credit and changes in
    cash overdrafts                                   --         20,773               --              --         20,773
  Borrowings of other long-term
    debt, including capital lease
    obligations                                       --             14               --              --             14
  Payments of other long-term debt,
    including capital lease
    obligations                                       --         (8,073)            (604)             --         (8,677)
  Payments of debt refinancing costs                 (61)          (464)              --              --           (525)
  Capital contribution from parent                    --           (587)              --             587             --
  Purchase of treasury stock, net                   (526)            --               --              --           (526)
                                                   -----       --------          -------           -----       --------
    Net cash from financing
      activities                                    (587)        10,176              883             587         11,059
                                                   -----       --------          -------           -----       --------
EFFECT OF EXCHANGE RATE CHANGES
  ON CASH                                             --             --           (3,143)             --         (3,143)
                                                   -----       --------          -------           -----       --------
INCREASE IN CASH AND CASH
  EQUIVALENTS                                         --            (30)          (5,863)             --         (5,893)
CASH AND CASH EQUIVALENTS,
  beginning of period                                 --            628            7,338              --          7,966
                                                   -----       --------          -------           -----       --------
CASH AND CASH EQUIVALENTS,
  end of period                                    $  --       $    598          $ 1,475           $  --       $  2,073
                                                   =====       ========          =======           =====       ========

</TABLE>


                                                                              16
<PAGE>   17




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/A-2 for
the fiscal year ended December 31, 1997. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contained therein.

RESULTS OF OPERATIONS

     In November 1997, as part of certain business and operational realignments,
the Company sold its steel pail business which was conducted entirely from a
North Brunswick, New Jersey facility, for $1.4 million in cash and notes, plus
the assumption of certain liabilities and future payments. 1997 revenues of the
steel pail business up to the point of sale were $19.2 million. In addition, as
of May 1998, the Company continued to actively work towards the sale of its
commercial Metal Services business, which it began reflecting as a discontinued
operation late in 1997. Metal Services includes two plants in Chicago, Illinois,
one plant each in Trenton, New Jersey and Brookfield, Ohio and the closed
Midwest Litho plant. 1997 revenues from these operations were $116 million
(excluding intra-Company sales which are expected to be continued by the buyer
and including ongoing third-party sales from the closed Midwest Litho plant,
which have been transferred to other Metal Services plants). Comparable revenue
generated from these facilities in the first quarter of 1998 were $28 million.
The Company's historical financial statements have been restated to reflect the
Metal Services business as a discontinued operation. The following comparisons
incorporate these restatements.

QUARTER ENDED APRIL 5, 1998, AS COMPARED TO QUARTER ENDED APRIL 6, 1997

 Net Sales

     Net sales for the quarterly period ended April 5, 1998, totaled $192.4
million, a 5.8% decrease versus the corresponding period in 1997. This decrease
was caused principally by the third quarter 1997 loss of a major domestic
aerosol customer (accounting for a 4.0% decrease in period-to-period
consolidated sales), partially offset by an increase in European sales for first
quarter 1998 versus first quarter 1997 (accounting for a 1.3% increase in
period-to-period consolidated sales). The European sales increase is primarily
due to stronger activity in the Schwedt, Germany and Voghera, Italy operations
versus the first quarter of last year. The sale of the metal pail business
accounted for a 2.9% decrease in consolidated sales.

 Gross Income

     Gross income of $23.2 million for the first quarter of 1998 was down $2.2
million, or 8.8%, versus the first quarter of 1997. Gross margin decreased to
12% of net sales for the period from 12.4% in the comparable period last year.
The primary factors influencing the decline were reduced aerosol volume in the
U.S. and, to a lesser extent, costs related to the Welsh start-up operation.
Management expects these factors to diminish over time as the Wales operation
advances beyond the qualification process with its principal customer and the
operating benefits of the late 1997 restructuring program are fully realized.

 Operating Income

     Operating income in the first quarter of 1998 was $15.0 million, versus
$16.6 million in the first quarter of 1997. Lower gross margins in 1998 and
decreased net sales negatively impacted operating income. Selling, general, and
administrative expenses were down 6.9% or $0.6 million in the first quarter of
1998 as compared to the same period one year ago, due largely to overhead
reductions made as part of the restructuring actions taken in late 1997.





                                                                             17



<PAGE>   18


 Interest and Other Expenses

     Interest expense in the first quarter of 1998 was down 6%, or $0.5 million,
versus the first quarter of 1997. Tighter controls on working capital and
capital expenditures have resulted in long-term debt reductions of $20.5 million
since the first quarter of last year and $12.4 million since year-end 1997.

 Net Income

     First quarter net income of $3.1 million ($0.23 diluted earnings per share)
was down $1.3 million versus the corresponding period in 1997. 1997 first
quarter net income was $4.3 million or $0.33 diluted earnings per share. Lower
aerosol volume year-to-year and reduced gross margins adversely affected net
income in the first quarter of 1998.

LIQUIDITY AND CAPITAL RESOURCES

     During the first quarter of 1998, the Company met its liquidity needs
through internally generated cash flow and borrowings under its credit lines.
Principal liquidity needs included operations, debt amortization, capital
expenditures and the Company's minority investment in Formametal. Cash flow from
operations was $20.3 million in the first quarter of 1998, compared to $10.3
million in the first quarter of 1997. Increased cash from operations resulted
from improved working capital management starting in 1997 and continuing through
the first quarter of 1998. Additionally, first quarter 1998 capital expenditures
were significantly less than first quarter 1997 capital expenditures. In the
first quarter of 1998, the Company had $0.7 million of payments related to
restructuring activities, including costs attributable to its discontinued
operations. The Company anticipates spending another $6.5 million of such costs
during the remainder of 1998.

     As of April 5, 1998, U.S. Can had borrowings of $22.9 million outstanding
under the Credit Agreement, $12.5 million in letters of credit had been issued
pursuant thereto, and $44.6 million of unused credit remained available
thereunder. As of April 5, 1998, U.S. Can was in compliance with the Credit
Agreement and its other long-term debt agreements.

     The Company expects total capital expenditures in 1998 to be approximately
$20 to $23 million and has spent $3.8 million in the first 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.

     In March 1998, one of the European Subsidiaries acquired a 36.5% interest
in Formametal, an aerosol can manufacturer in Argentina, for $4.6 million,
payable over a 15-month period. In connection with this investment, Formametal
has agreed to purchase approximately $2.6 million to $3.0 million of
manufacturing equipment from the Company, and the Company has agreed to provide
certain technical and engineering assistance to Formametal. U.S. Can has also
provided a guaranty, in an amount not to exceed $2.0 million, to secure the
repayment of certain indebtedness of Formametal. No such indebtedness was
outstanding as of April 5, 1998.

     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. If future strategic acquisition
opportunities arise, the Company would expect to finance them though some
combination of cash, stock and/or debt financing.





                                                                             18


<PAGE>   19


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Inapplicable.

                                    PART II

                               OTHER INFORMATION

ITEM 4.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     In March 1998, the Company contributed shares of Common Stock, valued at
approximately $715,000, to U.S. Can's Salaried Employee Savings and Retirement
Accumulation Plan ("SRAP"). These shares are held by a trustee for the benefit
of the SRAP participants, who have an indirect beneficial interest in the Common
Stock held by the trustee. The transaction between the Company and the trustee
is exempt pursuant to Section 4(2) of the Securities Act of 1933 (the "Act").

     During the quarter ended April 5, 1998, the Company issued 23,613 shares of
Common Stock, representing settlement of certain restricted stock awards made to
officers of the Company. These issuances were exempt pursuant to Section 4(2) of
the Act.

ITEM 5.  OTHER INFORMATION.

     In May 1998, an Administrative Law Judge ("ALJ") of the National Labor
Relations Board ("NLRB") issued a decision, ordering the Company to pay $1.5
million in back pay, plus interest, to certain former employees who were not
afforded inter-plant job transfer opportunities. The Company will file an appeal
with the full NLRB.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits


                                                                  INCORPORATION
EXHIBIT                                                           BY REFERENCE
NUMBER                  DESCRIPTION OF DOCUMENT                  (IF APPLICABLE)
-------                 -----------------------                  ---------------

3.1      Restated Certificate of Incorporation of U.S. Can
         Corporation                                                   *4.3

3.2      By-Laws of U.S. Can Corporation                               &4.1

10.1     Employment Agreement Between U.S. Can Corporation and
         Paul W. Jones dated as of April 1, 1998

27.1     Financial Data Schedule (EDGAR version only)


*    Previously filed with Registration Statement on Form S-3 of the
     Corporation, filed on June 1, 1994 (Registration No. 33-79556).

&    Previously filed with Registration Statement on Form S-8 of the
     Corporation, filed on March 23, 1994 (Registration No. 33-76742).

     (b)  U.S. Can Corporation filed no reports on Form 8-K during the quarterly
     period ended April 5, 1998.





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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: January 14, 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: January 14, 1999                     /s/  JOHN L. WORKMAN
                                          -----------------------------------
                                           John L. Workman
                                           Executive Vice President and Chief 
                                           Financial Officer



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