<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 OCTOBER 5, 1997
 
                         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 60521
          (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 October 31, 1997, 13,074,461 shares of U.S. Can Corporation's common
stock were outstanding.
 
================================================================================
<PAGE>   2
 
                     U.S. CAN CORPORATION AND SUBSIDIARIES
 
                                   FORM 10-Q
                 FOR THE QUARTERLY PERIOD ENDED OCTOBER 5, 1997
 
                               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
         Balance Sheets as of December 31, 1996 and October 5,
         1997........................................................    3
         U.S. Can Corporation and Subsidiaries Condensed Consolidated
         Statements of Operations for the Quarterly and Nine-Month
         Periods Ended September 29, 1996 and October 5, 1997........    4
         U.S. Can Corporation and Subsidiaries Condensed Consolidated
         Statements of Cash Flows for the Quarterly Periods Ended
         September 29, 1996 and October 5, 1997......................    5
         Notes to Condensed Consolidated Financial Statements........    6
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations...................................   16
PART II  OTHER INFORMATION
Item 6.  Exhibits and Reports on Form 8-K............................   20
</TABLE>
 
                                        2
<PAGE>   3
 
                     U.S. CAN CORPORATION AND SUBSIDIARIES
 
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                       (000'S OMITTED, EXCEPT SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                DECEMBER 31,    OCTOBER 5,
                                                                    1996           1997
                                                                ------------    ----------
<S>                                                             <C>             <C>
                           ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................     $   7,966      $   7,192
  Accounts receivable, less allowances of $10,895 and
    $15,028 in 1996 and 1997, respectively..................        86,822         97,561
  Inventories...............................................       113,143        108,202
  Prepaid expenses and other current assets.................        15,261         16,282
  Prepaid income taxes......................................         9,372          9,572
                                                                 ---------      ---------
      Total current assets..................................     $ 232,564      $ 238,809
                                                                 ---------      ---------
PROPERTY, PLANT AND EQUIPMENT:
  Land......................................................     $   5,425      $   5,294
  Buildings.................................................        62,421         72,725
  Machinery, equipment and construction in process..........       408,428        440,214
                                                                 ---------      ---------
                                                                 $ 476,274      $ 518,233
  Less -- Accumulated depreciation and amortization.........      (153,160)      (198,465)
                                                                 ---------      ---------
      Total property, plant and equipment...................     $ 323,114      $ 319,768
                                                                 ---------      ---------
MACHINERY REPAIR PARTS......................................     $   6,057      $   5,935
INTANGIBLES.................................................        67,206         76,006
OTHER ASSETS................................................        14,675         16,178
                                                                 ---------      ---------
      Total assets..........................................     $ 643,616      $ 656,696
                                                                 =========      =========
            LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Current maturities of long-term debt......................     $  11,928      $  10,561
  Cash overdrafts...........................................         3,769          6,255
  Accounts payable..........................................        56,355         55,406
  Accrued payrolls and benefits.............................        25,786         28,032
  Accrued insurance.........................................         6,770          6,123
  Reserve for exit costs....................................            --         32,521
  Other current liabilities.................................        22,326         32,113
                                                                 ---------      ---------
      Total current liabilities.............................     $ 126,934      $ 171,011
                                                                 ---------      ---------
SENIOR DEBT.................................................     $  88,882      $ 102,368
SUBORDINATED DEBT...........................................       275,000        275,000
                                                                 ---------      ---------
      Total long-term debt..................................     $ 363,882      $ 377,368
                                                                 ---------      ---------
OTHER LONG-TERM LIABILITIES:
  Postretirement benefits...................................     $  26,128      $  26,745
  Deferred income taxes.....................................        27,892          9,927
  Other long-term liabilities...............................         1,995          3,864
                                                                 ---------      ---------
      Total other long-term liabilities.....................     $  56,015      $  40,536
                                                                 ---------      ---------
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
    12,995,636 and 13,091,855 shares issued in 1996 and
    1997, respectively......................................           130            131
  Paid-in capital...........................................       105,582        107,216
  Unearned restricted stock.................................        (2,581)        (3,317)
  Treasury common stock, at cost; 20,651 and 37,891 shares
    in 1996 and 1997, respectively..........................          (256)          (610)
  Currency translation adjustment...........................         1,622         (5,235)
  Retained deficit..........................................        (7,712)       (30,404)
                                                                 ---------      ---------
      Total stockholders' equity............................     $  96,785      $  67,781
                                                                 ---------      ---------
         Total liabilities and stockholders' equity.........     $ 643,616      $ 656,696
                                                                 =========      =========
</TABLE>
 
     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
                                  (UNAUDITED)
                     (000'S OMITTED, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                    QUARTERLY PERIOD ENDED            NINE MONTHS ENDED
                                                  ---------------------------    ---------------------------
                                                  SEPTEMBER 29,    OCTOBER 5,    SEPTEMBER 29,    OCTOBER 5,
                                                      1996            1997           1996            1997
                                                  -------------    ----------    -------------    ----------
<S>                                               <C>              <C>           <C>              <C>
NET SALES.......................................    $187,835        $220,512       $517,171        $669,794
COST OF SALES...................................     163,752         195,686        449,761         593,890
                                                    --------        --------       --------        --------
  Gross income..................................    $ 24,083        $ 24,826       $ 69,410        $ 75,904
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES....       6,977           8,577         20,578          26,152
RESTRUCTURING PROVISION.........................          --          35,012             --          35,012
                                                    --------        --------       --------        --------
  Operating income (loss).......................    $ 17,106        $(18,763)      $ 48,832        $ 14,740
INTEREST EXPENSE ON BORROWINGS..................       6,993           9,274         19,513          27,716
AMORTIZATION OF DEFERRED FINANCING COSTS........         330             475          1,132           1,369
OTHER EXPENSE...................................         401             523          1,243           1,491
                                                    --------        --------       --------        --------
  Income (loss) from continuing operations
     before income taxes........................    $  9,382        $(29,035)      $ 26,944        $(15,836)
PROVISION (BENEFIT) FOR INCOME TAXES............       3,933         (11,201)        11,302          (6,044)
                                                    --------        --------       --------        --------
  Net income (loss) from continuing
     operations.................................    $  5,449        $(17,834)      $ 15,642        $ (9,792)
DISCONTINUED OPERATIONS -- NET OF INCOME TAXES
  Loss from discontinued operations.............        (868)           (462)        (1,654)         (1,395)
  Loss on disposal of business..................          --         (11,508)            --         (11,508)
                                                    --------        --------       --------        --------
  Net income(loss)..............................    $  4,581        $(29,804)      $ 13,988        $(22,695)
                                                    ========        ========       ========        ========
PER SHARE DATA:
  Income (loss) from continuing operations......    $   0.42        $  (1.35)      $   1.20        $  (0.74)
  Discontinued operations.......................       (0.07)          (0.90)         (0.13)          (0.98)
                                                    --------        --------       --------        --------
  Net income....................................    $   0.35        $  (2.25)      $   1.07        $  (1.72)
                                                    ========        ========       ========        ========
  Weighted average shares and equivalent shares
     outstanding (000's)........................      13,120          13,218         13,070          13,179
                                                    ========        ========       ========        ========
</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>
                                                                  NINE MONTHS ENDED
                                                              --------------------------
                                                              SEPTEMBER 29,   OCTOBER 5,
                                                                  1996           1997
                                                              -------------   ----------
<S>                                                           <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss).........................................    $  13,988      $(22,695)
  Adjustments to reconcile net income to net cash provided
     by operating activities --
     Restructure provision..................................           --        35,012
     Loss on disposal of discontinued operation.............           --        11,508
     Depreciation and amortization..........................       28,844        33,524
     Deferred income taxes..................................        2,484       (12,526)
  Change in operating assets and liabilities, net of effect
     of acquired businesses --
     Accounts receivable....................................      (23,598)      (10,739)
     Inventories............................................      (16,667)        5,941
     Accounts payable.......................................        6,155          (949)
     Accrued payrolls and benefits, insurance and other.....       (3,463)        9,989
     Postretirement benefits................................          139           617
     Other, net.............................................       (1,085)       (6,282)
                                                                ---------      --------
          Net cash provided by operating activities.........    $   2,797      $ 43,400
                                                                ---------      --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures......................................    $ (23,400)     $(40,078)
  Acquisition of businesses, net of cash acquired...........      (78,346)      (12,581)
  Change in restricted cash.................................           --         2,016
  Machinery repair parts usage, net.........................          118           122
                                                                ---------      --------
          Net cash used in investing activities.............    $(101,628)     $(50,521)
                                                                ---------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock and exercise of stock options....    $      56      $    131
  Net borrowings under the revolving line of credit and
     changes in cash overdrafts.............................      106,954         7,786
  Borrowings of other long-term debt, including capital
     lease obligations......................................        3,985        26,166
  Payments of other long-term debt, including capital lease
     obligations............................................       (7,325)      (19,347)
  Payments of debt refinancing costs........................         (835)         (992)
  Purchase of treasury stock, net...........................         (200)         (715)
                                                                ---------      --------
          Net cash provided by financing activities.........    $ 102,635      $ 13,029
                                                                ---------      --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH.....................    $      --      $ (6,682)
                                                                ---------      --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............    $   3,804      $   (774)
CASH AND CASH EQUIVALENTS, beginning of period..............          136         7,966
                                                                ---------      --------
CASH AND CASH EQUIVALENTS, end of period....................    $   3,940      $  7,192
                                                                =========      ========
</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
                                OCTOBER 5, 1997
                                  (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 Annual Report on Form 10-K for the year ended
December 31, 1996.
 
     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) ACQUISITIONS
 
     In April and June 1996, the Company acquired from Alltrista Corporation
("Alltrista") for approximately $14.4 million and the assumption of a $0.5
million liability substantially all of the assets (other than steel inventory)
of Alltrista Metal Services ("AMS"), a division of Alltrista. In June 1996, the
Company purchased AMS's remaining inventory for $8 million. The acquisitions
were financed with borrowings under U.S. Can's revolving line of credit. In July
1996, the Company discontinued operations at two of the former AMS plants.
 
     In August 1996, the Company completed the acquisition of all of the
outstanding stock of three related companies, CPI Plastics, Inc., CP Ohio, Inc.
and CP Illinois, Inc. (collectively, the "CPI Group"), engaged in manufacturing
molded plastic drums and pails and poultry products. The Company paid
approximately $15.1 million in cash to the stockholders of the CPI Group,
subject to contingent payments (in an amount not to exceed $1 million) based
upon the CPI Group's financial performance through 1997. This acquisition was
financed with borrowings under a special acquisition line of credit provided to
U.S. Can by its senior lenders.
 
     In September 1996, the Company completed the acquisition of a portion of
Crown Cork & Seal Company, Inc.'s ("Crown's") European aerosol can businesses
("USC Europe"). The Company and Crown have agreed in principle that the final
adjusted purchase price is $49.9 million, in addition to the assumption of debt
of $5.8 million. This acquisition included manufacturing operations in the
United Kingdom, France, Spain and Germany and the aerosol can manufacturing
equipment and assets from a Crown facility in Italy. The companies acquired and
established in connection with the USC Europe acquisition comprise the majority
of the European Subsidiaries. The company incurred $3.5 million of costs in
completing this acquisition which have been included in total acquisition costs.
 
                                        6
<PAGE>   7
 
                     U.S. CAN CORPORATION AND SUBSIDIARIES
 
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     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 machinery, equipment, inventory and raw
materials of O-I's Erie, Pennsylvania metal business. O-I will operate these
lines for up to one year, pending relocation into one or more of the Company's
plants.
 
     Each of the foregoing business acquisitions was accounted for as a purchase
for financial reporting purposes. Accordingly, assets and liabilities of the
acquired companies were revalued to estimated fair values as of the acquisition
date. Changes in these estimates, if any, are not expected to be material.
 
     The operating results of each acquired business are included in the
consolidated statement of operations from the date of acquisition. Amortization
of excess purchase price over the estimated fair value of the net value of
assets acquired is made over a period of 40 years. All acquired companies, other
than those comprising USC Europe, have been merged into U.S. Can.
 
(3) RESTRUCTURING PROVISION AND DISCONTINUED OPERATIONS
 
     In July 1997, the Company announced that it would undertake a significant
business and operational realignment that resulted in a $35.0 million
restructuring provision in addition to an $11.5 million after-tax loss from the
discontinuance of the Company's steel pail business. The key components of the
restructuring are closure of the Racine, Wisconsin aerosol assembly plant;
closure of the Midwest Litho center in Alsip, Illinois; closure of the Sparrows
Point litho center in Baltimore, Maryland; closure of the California Specialty
plant in Vernalis, California; and organizational changes designed to achieve
more efficient operations. In July, S. C. Johnson, a major aerosol can customer
and principal customer of the Racine plant, awarded all of its global aerosol
business to a single supplier and U.S. Can competitor. Approximately $35 million
of annual sales will be affected due to the loss of this customer. Closure of
the two Metal Services plants is due to one or more of the following factors:
the loss of the S. C. Johnson business; overcapacity after the Alltrista Metal
Services acquisition; and increased efficiencies at other plants. The custom and
specialty business of the Vernalis, California plant will be transferred to
other locations. U.S. Can manufactured steel pails at a plant located in North
Brunswick, New Jersey.
 
     The components of the restructuring provision are $18.8 million for the
non-cash write off of assets related to the facilities to be closed, $11.4
million for severance and related termination benefits for approximately 85
salaried and 250 hourly employees, and $4.8 million for other related closure
costs such as building restoration, equipment disassembly and future lease
payments. The plant closures are expected to be complete by mid-1998.
 
     The Company's steel pail business had approximately $19 million of sales in
both of the nine-month periods ended October 5, 1997, and September 29, 1996,
and approximately $6 million of sales in both of the quarters then ended. The
$17.1 million ($11.5 million after tax) loss on discontinuing this business
includes a $12.8 million write off of steel pail business assets, $2.0 million
for severance and related termination benefits for approximately 145 employees,
$0.5 million for operating losses until the date of closure and $1.8 million for
other related closure costs such as building restoration, equipment disassembly
and future lease payments. The net assets of this business as of October 5,
1997, absent the $17.1 million discontinued operations reserve, included net
current assets of approximately $3.2 million and net other assets of
approximately $12.6 million. The Company has reached agreement on a sale of the
steel pail business as a going concern. When the sale is consummated, the
Company expects that the after-tax loss on discontinuance of this business would
be reduced by approximately $2.0 million to $3.0 million.
 
                                        7
<PAGE>   8
 
                     U.S. CAN CORPORATION AND SUBSIDIARIES
 
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     In addition to the actions described above, the Company announced in
October 1997 that it intends to sell its commercial metal services business
("Metal Services"), which includes two plants in Chicago, a plant in Trenton,
New Jersey and a plant in Brookfield, Ohio. The assets of the closed Midwest
Litho plant may also be included. Total sales from these operations during the
nine-month period ended October 5, 1997, were $85.7 million (excluding
intra-Company sales which are expected to be continued by the buyer and
including third-party sales from the closed Midwest Litho plant, which (other
than sales to S. C. Johnson) have been transferred to the other Metal Services
plants). The Company anticipates that the sale of these operations will occur
before the end of the first quarter of 1998.
 
(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 $15 million at December 31, 1996, and $17
million at October 5, 1997, 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, 1996. LIFO inventories exceeded their FIFO cost by approximately
$1.0 million at October 5, 1997. The Company's gross income margins continue to
be sufficient to absorb the higher-than-current cost carrying value of its
inventories.
 
     Inventories reported in the accompanying balance sheets were classified as
follows (000's omitted):
 
<TABLE>
<CAPTION>
                                                            DECEMBER 31,   OCTOBER 5,
                                                                1996          1997
                                                            ------------   ----------
<S>                                                         <C>            <C>
Raw materials........................................         $ 34,257      $ 28,826
Work in process......................................           48,654        47,678
Finished goods.......................................           26,053        26,100
Machine shop inventory...............................            4,179         5,598
                                                              --------      --------
                                                              $113,143      $108,202
                                                              ========      ========
</TABLE>
 
(5) DEBT OBLIGATIONS
 
     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"). Obligations
under the Credit Agreement are secured by U.S. Can's domestic accounts
receivable and inventory. Funds available under the Revolving 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 amends and restates the April 1994 credit agreement (the
"1994 Credit Agreement"). The Credit Agreement 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. For letters of credit issued under the Credit Agreement, U.S. Can pays
fees equal to: (a) the applicable Eurodollar Margin multiplied by the aggregate
face amount outstanding on each such letter of credit and (b) an amount payable
to the issuing bank equal to a specified percentage of the aggregate face amount
outstanding on each such letter of credit, both of which are payable quarterly
in arrears. U.S. Can is also required to pay a commitment fee equal to a
specified percentage of the average daily unused portion of each lender's
commitment under the Credit Agreement.
 
                                        8
<PAGE>   9
 
                     U.S. CAN CORPORATION AND SUBSIDIARIES
 
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The Credit Agreement contains 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, certain
ratios of borrowings to earnings, before interest, taxes, depreciation and
amortization ("EBITDA"), the ratio of senior debt to EBITDA and interest
coverage ratio. The Credit Agreement also limits U.S. Can's distribution of
dividends, incurrence of additional debt, disposition of assets, mergers and
acquisitions, investments and affiliated transactions. Reference is made to the
Credit Agreement, previously filed as an exhibit to U.S. Can's Form 10-Q report
for the quarterly period ended April 6, 1997, for a fuller description of these
covenants.
 
     The Credit Agreement also provides that U.S. Can would be in default if
there is a change after December 31, 1996, which could reasonably be expected to
have a material adverse effect on the business, financial condition, operations,
properties or prospects of U.S. Can and its subsidiaries. The Company is not
aware of, nor does it anticipate, any such change and, consequently, borrowings
under the Credit Agreement have been classified as long-term debt in the
accompanying balance sheets.
 
     As of October 5, 1997, U.S. Can had borrowings of $40.0 million outstanding
under the Credit Agreement, $11.8 million in letters of credit had been issued
pursuant thereto, and $58.2 million of unused credit remained available.
 
     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 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 1994 Credit Agreement and $109.7 million was used to
redeem all of U.S. Can's 13 1/2% Senior Subordinated Notes due 2002 (the
"13 1/2% Notes") on January 15, 1997, and pay the remaining interest thereon.
The Company recorded the early extinguishment of the 13 1/2% Notes as of October
17, 1996 which resulted in an extraordinary charge in the fourth quarter of 1996
of $5.2 million (net of income taxes of $3.5 million) representing, among other
things, the write off of the related unamortized deferred financing costs.
 
     Due primarily to the restructuring provision, the Company failed to comply
with certain financial ratios for the quarter ended October 5, 1997, and a
covenant concerning the sale of the steel pail business, contained in the Credit
Agreement. In November 1997, the lenders under the Credit Agreement waived these
covenant defaults and agreed to amend the Credit Agreement to (i) exclude the
Company's $35 million restructuring provision from the calculation of these
ratios going forward, (ii) permit the sale of Metal Services and (iii) modify
certain other sections of the Credit Agreement. The Company was in compliance
with its other long-term debt agreements as of October 5, 1997.
 
(6) SUPPLEMENTAL CASH FLOW INFORMATION
 
     The Company paid interest on borrowings of approximately $22.6 million and
$19.6 million for the nine-month periods ended September 29, 1996, and October
5, 1997, respectively.
 
                                        9
<PAGE>   10
 
                     U.S. CAN CORPORATION AND SUBSIDIARIES
 
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The Company paid approximately $3.8 million and $3.1 million of income
taxes for the nine-month periods ended September 29, 1996, and October 5, 1997,
respectively.
 
(7) LEGAL PROCEEDINGS
 
     In February 1995, Continental Holdings Inc. ("CHI"), an affiliate of Peter
Kiewit Sons', Inc. ("Kiewit"), filed a Complaint against U.S. Can, asserting
claims based upon alleged indemnity obligations of U.S. Can to Kiewit, as
successor in interest to Continental Can Company, USA, Inc. ("CCC"), arising
from the 1987 acquisition by U.S. Can of the general packaging business of CCC.
In May 1997, CHI and U.S. Can agreed in principle to settle the Kiewit
litigation by dismissing their claims and counterclaims with prejudice and
exchanging full releases. Each party will bear their own expenses, and no
payment of monies will be made.
 
     The Company intends to submit a no further action request to the California
Department of Toxic Substances Control ("CDTSC") concerning the Company's former
can assembly facility in San Leandro, California. In late April 1996, the CDTSC
issued to U.S. Can an order directing it to conduct remediation activities at
this site; however, no specific form of remediation was indicated. There can be
no assurance that the Company will not incur material costs and expenses in
connection with the CDTSC order.
 
     The Company is also involved in a number of other legal proceedings and
environmental matters arising in the ordinary course of business. Management
does not believe that any of these proceedings or matters will have a material
adverse effect on the business or financial condition of the Company either
individually or in the aggregate.
 
(8) NEW ACCOUNTING PRONOUNCEMENTS
 
     Statement of Financial Accounting Standard No. 128, "Earnings Per Share"
was issued in February 1997 and will be adopted by the Company with retroactive
treatment in late 1997. This new pronouncement establishes revised methods for
computing and reporting earnings per share. The new standard does not materially
impact previously reported earnings per share, including the per share amount
reported for the quarterly and nine-month periods ended October 5, 1997.
 
     In July 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 130, "Reporting Comprehensive Income" ("SFAS
No. 130"), and Statement of Financial Accounting Standard No. 131, "Disclosures
About Segments of an Enterprise and Related Information" ("SFAS No. 131"). SFAS
No. 130 establishes standards for reporting and display of comprehensive income
and its components (primarily cumulative translation adjustment for the Company)
in a full set of general purpose financial statements. SFAS No. 131 introduces a
new model for segment reporting, called the "management approach." The
management approach is based on the way that the chief operating decision maker
organizes segments within a company for making operating decisions and assessing
performance. Management is currently evaluating the provisions of this statement
to determine its impact upon current reporting. Both SFAS No. 130 and SFAS No.
131 will be adopted by the Company for the fiscal year beginning January 1,
1998.
 
(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 October 5, 1997, 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 USC Europe on
September 11, 1996. Separate financial statements of U.S. Can as of and for the
period ended September 29, 1996, are not presented because management of the
Company has determined that they are not material to investors.
 
                                       10
<PAGE>   11
 
                     U.S. CAN CORPORATION AND SUBSIDIARIES
 
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     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, 1996, and as of and for the nine months ended September 29,
1996, and October 5, 1997, respectively. 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.
 
                                       11
<PAGE>   12
 
                     CONDENSED CONSOLIDATING BALANCE SHEET
                            AS OF DECEMBER 31, 1996
                                (000'S OMITTED)
 
<TABLE>
<CAPTION>
                                                           UNITED
                                                           STATES
                                                             CAN          USC EUROPE
                                            U.S 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.............   $     --       $    628         $  7,338         $     --        $  7,966
  Accounts receivable...................         --         61,000           25,822               --          86,822
  Inventories...........................         --         98,179           14,964               --         113,143
  Prepaid expenses and other assets.....         --         12,883            2,378               --          15,261
  Prepaid income taxes..................        696          8,676               --               --           9,372
                                           --------       --------         --------         --------        --------
       Total current assets.............        696        181,366           50,502               --         232,564
NET PROPERTY, PLANT AND EQUIPMENT.......         --        269,281           53,833               --         323,114
INTANGIBLE ASSETS.......................         --         67,206               --               --          67,206
OTHER ASSETS............................      7,671         12,169              892               --          20,732
INVESTMENT IN SUBSIDIARIES..............    364,461         53,232               --          417,693              --
                                           --------       --------         --------         --------        --------
       Total assets.....................   $372,828       $583,254         $105,227         $417,693        $643,616
                                           ========       ========         ========         ========        ========
CURRENT LIABILITIES:
  Current maturities of long-term
     debt...............................   $     --       $ 11,567         $    361         $     --        $ 11,928
  Accounts payable......................         --         40,490           19,634               --          60,124
  Other current liabilities.............         --         43,187           11,695               --          54,882
                                           --------       --------         --------         --------        --------
       Total current liabilities........         --         95,244           31,690               --         126,934
                                           --------       --------         --------         --------        --------
SENIOR DEBT.............................         --         82,978            5,904               --          88,882
SUBORDINATED DEBT.......................    275,000             --               --               --         275,000
OTHER LONG-TERM LIABILITIES.............      1,340         53,647            1,028               --          56,015
INTERCOMPANY ADVANCES...................       (297)       (13,076)          13,373               --              --
STOCKHOLDERS' EQUITY....................     96,785        364,461           53,232          417,693          96,785
                                           --------       --------         --------         --------        --------
       Total liabilities and
          stockholders' equity..........   $372,828       $583,254         $105,227         $417,693        $643,616
                                           ========       ========         ========         ========        ========
</TABLE>
 
                                       12
<PAGE>   13
 
                     CONDENSED CONSOLIDATING BALANCE SHEET
                             AS OF OCTOBER 5, 1997
                                (000'S OMITTED)
 
<TABLE>
<CAPTION>
                                                           UNITED STATES
                                              U.S. CAN      CAN COMPANY      USC EUROPE                      U.S. CAN
                                             CORPORATION    (SUBSIDIARY    (NON-GUARANTOR                  CORPORATION
                                              (PARENT)      GUARANTOR)      SUBSIDIARY)     ELIMINATIONS   CONSOLIDATED
                                             -----------   -------------   --------------   ------------   ------------
<S>                                          <C>           <C>             <C>              <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents................   $     --        $  4,394        $  2,798       $      --       $  7,192
  Accounts receivable......................         --          75,006          22,555              --         97,561
  Inventories..............................         --          91,286          16,916              --        108,202
  Prepaid expenses and other assets........         --          12,385           3,897              --         16,282
  Prepaid income taxes.....................        796           8,776              --              --          9,572
                                              --------        --------        --------       ---------       --------
      Total current assets.................        796         191,847          46,166              --        238,809
                                              --------        --------        --------       ---------       --------
NET PROPERTY, PLANT AND EQUIPMENT..........         --         249,440          70,328              --        319,768
INTANGIBLE ASSETS..........................         --          76,006              --              --         76,006
OTHER ASSETS...............................      7,550          13,649             914              --         22,113
INVESTMENT IN SUBSIDIARIES.................    337,209          49,771              --        (386,980)            --
                                              --------        --------        --------       ---------       --------
      Total assets.........................   $345,555        $580,713        $117,408       $(386,980)      $656,696
                                              ========        ========        ========       =========       ========
CURRENT LIABILITIES:
  Current maturities of long term debt.....   $     --        $  7,509        $  3,052       $      --       $ 10,561
  Accounts payable.........................         --          47,022          14,639              --         61,661
  Restructuring provision..................         --          32,521              --              --         32,521
  Other current liabilities................         --          52,407          13,861              --         66,268
                                              --------        --------        --------       ---------       --------
      Total current liabilities............         --         139,459          31,552              --        171,011
                                              --------        --------        --------       ---------       --------
SENIOR DEBT................................         --          71,584          30,784              --        102,368
SUBORDINATED DEBT..........................    275,000              --              --              --        275,000
OTHER LONG-TERM LIABILITIES................      1,440          38,308             788              --         40,536
INTERCOMPANY ADVANCES......................      1,334          (5,847)          4,513              --             --
STOCKHOLDERS' EQUITY.......................     67,781         337,209          49,771        (386,980)        67,781
                                              --------        --------        --------       ---------       --------
      Total liabilities and stockholders
         equity............................   $345,555        $580,713        $117,408       $(386,980)      $656,696
                                              ========        ========        ========       =========       ========
</TABLE>
 
                                       13
<PAGE>   14
 
                CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                   FOR THE NINE MONTHS ENDED OCTOBER 5, 1997
                                (000'S OMITTED)
 
<TABLE>
<CAPTION>
                                                    UNITED STATES
                                      U.S. CAN       CAN COMPANY       USC EUROPE                        U.S. CAN
                                     CORPORATION     (SUBSIDIARY     (NON-GUARANTOR                    CORPORATION
                                      (PARENT)       GUARANTOR)       SUBSIDIARY)      ELIMINATIONS    CONSOLIDATED
                                     -----------    -------------    --------------    ------------    ------------
<S>                                  <C>            <C>              <C>               <C>             <C>
NET SALES........................     $     --         $590,743         $79,051          $    --         $669,794
COST OF SALES....................           --          521,738          72,152               --          593,890
                                      --------         --------         -------          -------         --------
     Gross income................           --           69,005           6,899               --           75,904
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES........           --           23,100           3,052               --           26,152
RESTRUCTURING PROVISION..........           --           35,012              --               --           35,012
                                      --------         --------         -------          -------         --------
     Operating income............           --           10,893           3,847               --           14,740
INTEREST EXPENSE ON BORROWINGS...           --           26,316           1,400               --           27,716
AMORTIZATION OF DEFERRED
  FINANCING COSTS................           --            1,369              --               --            1,369
OTHER (INCOME) EXPENSE...........           --            1,491              --               --            1,491
EQUITY EARNINGS FROM CONSOLIDATED
  SUBSIDIARIES...................      (22,695)           1,643              --           21,052               --
                                      --------         --------         -------          -------         --------
     Income (loss) from
       continuing operations
       before income tax.........      (22,695)         (16,640)          2,447           21,052          (15,836)
PROVISION FOR INCOME TAXES.......           --           (6,848)            804               --           (6,044)
                                      --------         --------         -------          -------         --------
     Income (loss) from
       continuing operations.....      (22,695)          (9,792)          1,643           21,052           (9,792)
                                      --------         --------         -------          -------         --------
DISCONTINUED OPERATIONS:
     Loss from discontinued
       operations................           --           (1,395)             --               --           (1,395)
     Loss on disposal of
       business..................           --          (11,508)             --               --          (11,508)
                                      --------         --------         -------          -------         --------
     Net income (loss)...........     $(22,695)        $(22,695)        $ 1,643          $21,052         $(22,695)
                                      ========         ========         =======          =======         ========
</TABLE>
 
                                       14
<PAGE>   15
 
                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                     FOR THE QUARTER ENDED OCTOBER 5, 1997
                                (000'S 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>
CASH FLOWS FROM OPERATING ACTIVITIES.....    $   --         $ 30,304        $ 13,096         $  --         $ 43,400
                                             ------         --------        --------         -----         --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures...................        --          (34,568)         (5,510)           --          (40,078)
  Acquisition of businesses, net of
    cash.................................        --          (12,581)             --            --          (12,581)
  Changes in restricted cash.............        --            2,016              --            --            2,016
  Investment in subsidiaries.............      (450)              --              --           450               --
  Machinery repair parts usage, net......        --              122              --            --              122
                                             ------         --------        --------         -----         --------
  Net cash used in investing
    activities...........................      (450)         (45,011)         (5,510)          450          (50,521)
                                             ------         --------        --------         -----         --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Change in intercompany advances........     1,631           22,262         (23,893)           --               --
  Issuance of common stock and exercise
    of stock options.....................       131               --              --            --              131
  Net borrowings under the revolving line
    of credit and changes in cash
    overdrafts...........................        --            7,786              --            --            7,786
  Borrowings of other long-term debt,
    including capital lease
    obligations..........................        --               31          26,135            --           26,166
  Payments of other long-term debt,
    including capital lease
    obligations..........................        --          (11,661)         (7,686)           --          (19,347)
  Payments of debt refinancing costs.....      (597)            (395)             --            --             (992)
  Capital contribution from parent.......        --              450              --          (450)              --
  Purchase of treasury stock, net........      (715)              --              --            --             (715)
                                             ------         --------        --------         -----         --------
         Net cash provided by financing
           activities....................       450           18,473          (5,444)         (450)          13,029
                                             ------         --------        --------         -----         --------
EFFECT OF EXCHANGE RATE CHANGES ON
  CASH...................................        --               --          (6,682)           --           (6,682)
                                             ------         --------        --------         -----         --------
INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS............................        --            3,766          (4,540)           --             (774)
CASH AND CASH EQUIVALENTS, beginning of
  period.................................        --              628           7,338            --            7,966
                                             ------         --------        --------         -----         --------
CASH AND CASH EQUIVALENTS, end of
  period.................................        --         $  4,394        $  2,798         $  --         $  7,192
                                             ======         ========        ========         =====         ========
</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, 1996. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations" contained therein.
 
FORWARD-LOOKING STATEMENTS
 
     Certain statements in this Report constitute "forward-looking statements"
within the meaning of the Federal securities laws. Such statements involve known
and unknown risks and uncertainties which may cause the Company's actual
results, performance or achievements to be materially different than any future
results, performance or achievements expressed or implied in this release. By
way of example and not limitation, known risks and uncertainties include the
Company's ability to successfully integrate or improve the performance of
acquired businesses, the timing and cost of plant start-ups and closures, the
level of cost reduction achieved through restructuring, changes in market
conditions or product demand, loss of important customers, competition and
currency fluctuations. In light of these and other risks and uncertainties, the
inclusion of a forward-looking statement in this Report should not be regarded
as a representation by the Company that any future results, performance or
achievements will be attained.
 
Results of Operations
 
     In the third quarter, the Company established a restructuring provision of
$35 million for plant closings and overhead cost reductions. As previously
announced, the restructuring is expected to generate annual pretax savings of
approximately $10 million. As part of the restructuring, the Company has
announced the closing of its Racine, Wisconsin aerosol assembly plant, and the
closing of its metal service facilities located in Alsip, Illinois and
Baltimore, Maryland. A small specialty products plant in Northern California
will also be closed, transferring its business to other existing facilities
within the Company. In addition to these plant closures, other organizational
changes have been implemented that are expected to reduce costs and increase
efficiencies throughout the Company.
 
     The Company also elected to discontinue its steel pail business. This
action resulted in an after-tax charge of $11.5 million. The steel pail
operations were confined to a single plant in North Brunswick, New Jersey. The
following comparisons exclude the impact of this business.
 
     For further details on the restructuring provision and the discontinued
steel pail business, see Note (3) of the Notes to Condensed Consolidated
Financial Statements.
 
  QUARTER ENDED OCTOBER 5, 1997, AS COMPARED TO QUARTER ENDED SEPTEMBER 29, 1996
 
     Net Sales
 
     Net sales for the quarterly period ended October 5, 1997, totaled $220.5
million, an increase of 17.4% over the corresponding period in 1996. Sales gains
were the result of the Company's acquisition of USC Europe in September 1996,
and modest growth in domestic aerosol, steel paint and oblong unit volumes. The
USC Europe acquisition accounted for nearly 80% of the growth.
 
     Gross Income
 
     Gross income of $24.8 million for the third quarter of 1997 was up 3.1%, or
$0.8 million, versus the third quarter of 1996. Gross margin decreased to 11.3%
of net sales for the period from 12.8% in 1996. Competitive pricing pressure and
increased steel costs were leading contributors to the margin decline. Plant
start-up costs, primarily in Europe, also adversely impacted gross margins in
the 1997 quarter.
 
                                       16
<PAGE>   17
 
     Operating Income
 
     Operating income for the 1997 quarter before the restructuring provision
was $16.2 million versus $17.1 million in the third quarter of 1996. Lower gross
margins in 1997 negatively impacted operating income. Selling, general, and
administrative expenses, while remaining below 4% of net sales for the quarter,
increased by $1.6 million primarily due to acquisitions.
 
     Including the impact of the restructuring provision, the Company reported
an operating loss of $18.8 million in the third quarter of 1997. Due to the
timing of the plant closings and other cost reduction actions included in the
restructuring provision, no material benefit was realized in the third quarter
1997 results.
 
     Interest and Other Expenses
 
     Interest expense on borrowings increased by approximately $2.3 million in
the third quarter of 1997 as compared to the same period in 1996, as a result of
increased borrowing, primarily to finance the Company's previous acquisitions,
and the refinancing of shorter term bank debt with a portion of the proceeds of
the 10 1/8% Notes issued in October 1996.
 
     Net Income
 
     As a result of the factors described above, the 1997 third quarter result
from continuing operations was a net loss of $17.8 million or $1.35 per share,
versus net income of $5.4 million or $0.42 per share in the 1996 third quarter.
The restructuring provision in the third quarter of 1997 had a negative
after-tax effect of $21.0 million or $1.58 per share.
 
     Including the $12.0 million or $0.90 per share loss related to the
discontinued steel pail business, the third quarter 1997 net loss was $29.8
million or $2.25 per share, versus 1996 net income of $4.6 million or $0.35 per
share (including discontinued business loss of $0.9 million).
 
  NINE-MONTH PERIOD ENDED OCTOBER 5, 1997 VS. NINE-MONTH PERIOD ENDED SEPTEMBER
29, 1996
 
     Net Sales
 
     Net sales for the nine-month period ended October 5, 1997 totaled $669.8
million, an increase of 29.0% over the corresponding period in 1996. Sales gains
for the year-to-date period reflect volume gained through acquisitions (83% of
the increase) and modest growth in the Company's core business.
 
     Gross Income
 
     Gross income of $75.9 million for the first three quarters of 1997 was $6.5
million or 9.4% higher than gross income for the comparable period in 1996.
Acquisitions were the primary reason for this increase. Gross margin decreased
to 11.3% of net sales in the 1997 nine-month period from 13.4% of net sales for
the corresponding period in 1996. Factors causing this margin compression were
intensified price competition, increased steel prices, integration of lower
margin acquisitions and plant start-ups in the U.S. and Europe.
 
     Operating Income
 
     Through the first three quarters of 1997, operating income before the
restructuring provision was $49.7 million, representing a 1.9%, or $0.9 million,
improvement versus the same period in 1996. Operating income as a percent of net
sales declined to 7.4% versus 9.4% for the first nine months of 1996, due to
lower gross margins. Selling, general and administrative expenses remained below
4% of net sales, on par with the comparable 1996 ratio.
 
     Including the third quarter restructuring provision of $35.0 million, 1997
nine-month operating income was $14.7 million.
 
                                       17
<PAGE>   18
 
     Interest and Other Expenses
 
     Interest expense on borrowing increased by approximately $8.2 million for
the nine-months ended October 5, 1997, as compared to the corresponding period
in 1996. The increase is a result of increased borrowing, primarily to finance
the Company's acquisitions, and the refinancing of lower cost shorter term bank
debt with a portion of the proceeds of the 10 1/8% Notes issued in October 1996.
 
     Net Income
 
     Through three quarters of 1997, the Company reported a $9.8 million or $.74
per share loss, including the effect of the third quarter restructuring
provision. Net income for 1996 was $15.6 million or $1.20 per share. Competitive
pricing, steel cost increases, and operational start-up costs, primarily in
Europe, caused the income downturn from the prior year period.
 
     Including the $12.9 million or $.98 per share loss related to the
discontinued steel pail business, the nine-month 1997 net loss was $22.7 million
or $1.72 per share. Net income for 1996 was $14.0 million or $1.07 per share.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     The Company's cash requirements for operations, acquisitions and capital
expenditures during the nine-month period ended October 5, 1997, were financed
by internally generated cash flow and borrowings under the Company's revolving
credit facilities. In late April of this year, the Company entered into the
Credit Agreement, which amended and restated the 1994 Credit Agreement. The
Company believes it has enhanced its financial condition by entering into the
Credit Agreement. For a more detailed discussion of this agreement, see Note (5)
of the Notes to Condensed Consolidated Financial Statements.
 
     Net cash from operations was approximately $25.9 million for the third
quarter and $43.4 million for the first nine months of 1997, both increases from
the comparable periods a year earlier. EBITDA, before restructuring, was $26
million for the third quarter and $79 million for the first nine months of 1997,
both increases from the prior-year periods.
 
     As of November 10, 1997, U.S. Can had borrowings of $37.2 million
outstanding under the Credit Agreement, $11.8 million in letters of credit had
been issued pursuant thereto, and $61.0 million of unused credit remained
available thereunder. U.S. Can's lenders under the Credit Agreement have waived
certain covenant defaults for the third quarter of 1997 and agreed to amend the
Credit Agreement in certain respects. See Note (5) of the Notes to Condensed
Consolidated Financial Statements. As of October 5, 1997, U.S. Can was in
compliance with all restrictive covenants of its other long-term debt
agreements.
 
     In October 1996, U.S. Can Corporation issued $275 million of 10 1/8% Notes
in a private placement. The net proceeds were used to prepay debt. In March
1997, the Company completed a registered exchange of the private Notes for
freely transferable Exchange Notes (the "Exchange Offer"). All of the Notes were
tendered in the Exchange Offer and, as a result, only the Exchange Notes remain
outstanding.
 
     The Company's long-term debt decreased by approximately $12 million from
the quarter ended July 6, 1997, to the quarter ended October 5, 1997. The net
cash proceeds of the proposed sale of U.S. Can Metal Services will also be used
to reduce the Company's indebtedness.
 
     In December 1996, U.K. Can Ltd., an indirect wholly owned subsidiary of the
Company, entered into (and U.S. Can guaranteed) a $30 million credit agreement
with General Electric Capital Corporation, to finance the land, building and
equipment comprising the Merthyr Tydfil aerosol can manufacturing facility,
which also secures this credit agreement. Amounts outstanding under this credit
agreement are approximately $27 million. No further borrowings are expected to
be made under this credit agreement.
 
     In January 1997, U.S. Can acquired certain assets from O-I. The purchase
price was funded by a borrowing under the 1994 Credit Agreement. See Note (2) of
the unaudited Notes to Consolidated Financial Statements.
 
                                       18
<PAGE>   19
 
     The Company expects total capital expenditures in 1997 to be approximately
$50-$55 million and total capital expenditures in 1998 to be less than $30
million.
 
     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. If future strategic acquisition opportunities arise, the Company
would expect to finance them though some combination of cash, stock and/or debt
financing.
 
                                       19
<PAGE>   20
 
                                    PART II
                               OTHER INFORMATION
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
     (a) Exhibits
 
<TABLE>
<CAPTION>
                                                                               INCORPORATION
    EXHIBIT                                                                    BY REFERENCE
    NUMBER                      DESCRIPTION OF DOCUMENT                       (IF APPLICABLE)
    -------                     -----------------------                       ---------------
    <C>       <S>                                                             <C>
      3.1     Restated Certificate of Incorporation of U.S. Can                    *4.3
              Corporation.................................................
      3.2     By-Laws of U.S. Can Corporation.............................         +4.1
     10.1     Salomon Brothers Indemnification Agreement dated July 9,
              1997........................................................
     10.2     Salomon Brothers Engagement Agreement dated September 3,
              1997........................................................
     10.3     Amendment No. 1 to Credit Agreement.........................
     27.1     Financial Data Schedule (EDGAR version only)................
</TABLE>
 
-------------------------
* 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 October 5, 1997.
 
                                       20
<PAGE>   21
 
                                   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: November 19, 1997                   By:   /s/ TIMOTHY W. STONICH
                                          --------------------------------------
                                                     Timothy W. Stonich
                                             Executive Vice President-Finance,
                                                Chief Financial Officer and
                                                          Secretary
 
     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: November 19, 1997                         /s/ TIMOTHY W. STONICH
                                          --------------------------------------
                                                    Timothy W. Stonich
                                            Executive Vice President-Finance,
                                          Chief Financial Officer and Secretary
 
                                       21