<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 APRIL 6, 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 registrants (1) have 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 registrants were required to file such reports), and (2) have
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
 
     As of April 30, 1997, 13,015,601 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 APRIL 6, 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 April 6, 1997....    3
          U.S. Can Corporation and Subsidiaries Condensed Consolidated
          Statements of Operations for the Quarterly Periods Ended
          March 31, 1996 and April 6, 1997............................    4
          U.S. Can Corporation and Subsidiaries Condensed Consolidated
          Statements of Cash Flows for the Quarterly Periods Ended
          March 31, 1996 and April 6, 1997............................    5
          Notes to Condensed Consolidated Financial Statements........    6
Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations...................................   15
PART II   OTHER INFORMATION
Item 2.   Changes in Securities.......................................   18
Item 6.   Exhibits and Reports on Form 8-K............................   18
</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,    APRIL 6,
                                                                    1996          1997
                                                                ------------    --------
<S>                                                             <C>             <C>
                           ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................     $   7,966      $   2,073
  Accounts receivable, less allowances of $10,895 and $9,914
    in 1996 and 1997, respectively..........................        86,822         96,136
  Inventories...............................................       113,143        109,993
  Prepaid expenses and other current assets.................        15,261         15,734
  Prepaid income taxes......................................         9,372          9,372
                                                                 ---------      ---------
      Total current assets..................................     $ 232,564      $ 233,308
                                                                 ---------      ---------
PROPERTY, PLANT AND EQUIPMENT:
  Land......................................................     $   5,425      $   5,318
  Buildings.................................................        62,421         61,628
  Machinery, equipment and construction in process..........       408,428        422,318
                                                                 ---------      ---------
                                                                 $ 476,274      $ 489,264
  Less -- Accumulated depreciation and amortization.........      (153,160)      (162,546)
                                                                 ---------      ---------
      Total property, plant and equipment...................     $ 323,114      $ 326,718
                                                                 ---------      ---------
MACHINERY REPAIR PARTS......................................     $   6,057      $   5,974
INTANGIBLES.................................................        67,206         76,608
OTHER ASSETS................................................        14,675         16,229
                                                                 ---------      ---------
      Total assets..........................................     $ 643,616      $ 658,837
                                                                 =========      =========
            LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Current maturities of long-term debt......................     $  11,928      $   8,555
  Cash overdrafts...........................................         3,769          8,542
  Accounts payable..........................................        56,355         50,207
  Accrued payrolls and benefits.............................        25,786         25,048
  Accrued insurance.........................................         6,770          6,624
  Other current liabilities.................................        22,326         31,536
                                                                 ---------      ---------
      Total current liabilities.............................     $ 126,934      $ 130,512
                                                                 ---------      ---------
SENIOR DEBT.................................................     $  88,882      $  99,592
SUBORDINATED DEBT...........................................       275,000        275,000
                                                                 ---------      ---------
      Total long-term debt..................................     $ 363,882      $ 374,592
                                                                 ---------      ---------
OTHER LONG-TERM LIABILITIES:
  Postretirement benefits...................................     $  26,128      $  26,328
  Deferred income taxes.....................................        27,892         28,511
  Other long-term liabilities...............................         1,995          2,028
                                                                 ---------      ---------
      Total other long-term liabilities.....................     $  56,015      $  56,867
                                                                 ---------      ---------
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 13,015,636 shares issued in 1996 and
    1997, respectively......................................           130            130
  Paid-in capital...........................................       105,582        105,958
  Unearned restricted stock.................................        (2,581)        (2,699)
  Treasury common stock, at cost; 20,651 and 5,692 shares in
    1996 and 1997,
    respectively............................................          (256)           (61)
  Currency translation adjustment...........................         1,622         (3,090)
  Retained deficit..........................................        (7,712)        (3,372)
                                                                 ---------      ---------
      Total stockholders' equity............................     $  96,785      $  96,866
                                                                 ---------      ---------
         Total liabilities and stockholders' equity.........     $ 643,616      $ 658,837
                                                                 =========      =========
</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
                                                                -----------------------
                                                                MARCH 31,     APRIL 6,
                                                                   1996         1997
                                                                ---------     --------
<S>                                                             <C>           <C>
NET SALES...................................................     $163,611      $233,997
COST OF SALES...............................................      142,129       207,452
                                                                 --------      --------
  Gross income..............................................     $ 21,482      $ 26,545
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES................        6,850         9,096
                                                                 --------      --------
  Operating income..........................................     $ 14,632      $ 17,449
INTEREST EXPENSE ON BORROWINGS..............................        6,186         9,255
AMORTIZATION OF DEFERRED FINANCING COSTS....................          426           439
OTHER EXPENSE...............................................          492           548
                                                                 --------      --------
  Income before income taxes................................     $  7,528      $  7,207
PROVISION FOR INCOME TAXES..................................        3,198         2,869
                                                                 --------      --------
NET INCOME..................................................     $  4,330      $  4,338
                                                                 ========      ========
PER SHARE DATA:
  Net income................................................     $   0.33      $   0.33
                                                                 ========      ========
  Weighted average shares and equivalent shares outstanding
     (000's)................................................       13,005        13,155
                                                                 ========      ========
</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
                                                                -----------------------
                                                                MARCH 31,     APRIL 6,
                                                                   1996         1997
                                                                ---------     --------
<S>                                                             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income................................................     $  4,330      $  4,338
  Adjustments to reconcile net income to net cash provided
     by operating activities --
     Depreciation and amortization..........................        7,957        11,281
     Deferred income taxes..................................          768           619
  Change in operating assets and liabilities, net of effect
     of acquired businesses --
     Accounts receivable....................................      (13,361)       (9,314)
     Inventories............................................       (9,953)        4,150
     Accounts payable.......................................       (3,045)       (6,148)
     Accrued payrolls and benefits, insurance and other.....         (790)        7,275
     Postretirement benefits................................          455           200
     Other, net.............................................          107        (2,125)
                                                                 --------      --------
          Net cash provided by (used in) operating
           activities.......................................     $(13,532)     $ 10,276
                                                                 --------      --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures......................................     $ (4,281)     $(14,273)
  Acquisition of businesses, net of cash acquired...........           --       (10,364)
  Change in restricted cash.................................           --           469
  Machinery repair parts usage, net.........................          178            83
                                                                 --------      --------
          Net cash used in investing activities.............     $ (4,103)     $(24,085)
                                                                 --------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings under the revolving line of credit and
     changes in cash overdrafts.............................     $ 18,219      $ 20,773
  Borrowings of other long-term debt, including capital
     lease obligations......................................        1,976            14
  Payments of other long-term debt, including capital lease
     obligations............................................       (2,485)       (8,677)
  Payments of debt refinancing costs........................          (11)         (525)
  Purchase of treasury stock, net...........................           (9)         (526)
                                                                 --------      --------
          Net cash provided by financing activities.........     $ 17,690      $ 11,059
                                                                 --------      --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH.....................           --      $ (3,143)
                                                                 --------      --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............     $     55      $ (5,893)
CASH AND CASH EQUIVALENTS, beginning of period..............          136         7,966
                                                                 --------      --------
CASH AND CASH EQUIVALENTS, end of period....................     $    191      $  2,073
                                                                 ========      ========
</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 6, 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 1996, the Company acquired from Alltrista Corporation
("Alltrista") for approximately $9.6 million substantially all of the machinery,
equipment and coatings and inks inventory of, as well as certain proprietary
technology used in, Alltrista Metal Services ("AMS"), a division of Alltrista
(collectively referred to hereinafter as the "Assets"), and assumed a liability
of approximately $ 0.5 million. The Company also purchased the Chicago,
Illinois, Baltimore, Maryland and Trussville, Alabama real property and
buildings formerly used in AMS's business for approximately $4.8 million. 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") for $51.1 million and 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. The Company and O-I also entered into a one-year supply agreement
whereby O-I will supply all of the Company's requirements of liner material for
the unishell closures manufactured on the Erie metal lines.
 
     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. Such revaluation adjustments, all made pursuant to the purchase method of
accounting, resulted in increased amortization and depreciation in periods
following the acquisition. Management has used the best available information in
estimating the fair value of those assets and liabilities. However, such
estimates are subject to change pending finalization of property appraisals,
plant consolidation requirements and other studies. Changes, if any, to these
estimates are not expected to be material.
 
     The following is a summary of the preliminary allocation of the aggregate
purchase price of the CPI Group and USC Europe acquisitions (000's omitted):
 
<TABLE>
<S>                                                             <C>
Current assets..............................................    $ 51,157
Property, plant and equipment...............................      59,350
Other assets................................................       1,135
Current liabilities.........................................     (37,709)
Other liabilities...........................................     (10,568)
                                                                --------
     Net assets.............................................      63,365
Resulting goodwill..........................................       6,405
                                                                --------
     Total acquisition costs................................    $ 69,770
                                                                ========
</TABLE>
 
     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 assets
acquired is made over a period of forty years. All acquired companies, other
than those comprising USC Europe, have been merged into U.S. Can.
 
     The following data represents the Company's unaudited pro forma results of
operations for the quarterly period ended March 31, 1996, as if the significant
acquisitions of the CPI Group and USC Europe had occurred on January 1 of such
period (000's omitted, except per share data):
 
<TABLE>
<CAPTION>
                                                             AS REPORTED    PRO FORMA
                                                             -----------    ---------
<S>                                                          <C>            <C>
Net sales................................................     $163,611      $197,434
Net income...............................................        4,330         5,420
Earnings per share.......................................     $   0.33      $   0.42
</TABLE>
 
     The pro forma operating results include each businesses' pre-acquisition
results of operations for the quarterly period with adjustments to reflect
amortization of goodwill, additional depreciation on the increases to the fair
market value of fixed assets, interest expense on the acquisition borrowings and
the effect of income taxes thereon. The pro forma information given above does
not purport to be indicative of the results that actually would have been
obtained if the operations were combined during the period presented and is not
intended to be a projection of future results or trends.
 
                                        7
<PAGE>   8
 
                     U.S. CAN CORPORATION AND SUBSIDIARIES
 
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
(3) 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 both December 31, 1996, and
April 6, 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 and April 6, 1997.
 
     Inventories reported in the accompanying balance sheet were classified as
follows (000's omitted):
 
<TABLE>
<CAPTION>
                                                            DECEMBER 31,    APRIL 6,
                                                                1996          1997
                                                            ------------    --------
<S>                                                         <C>             <C>
Raw materials...........................................      $ 34,257      $ 30,124
Work in process.........................................        48,654        48,294
Finished goods..........................................        26,053        26,956
Machine shop inventory..................................         4,179         4,619
                                                              --------      --------
                                                              $113,143      $109,993
                                                              ========      ========
</TABLE>
 
(4) DEBT OBLIGATIONS
 
     In April 1994, U.S. Can entered into a four-year credit agreement (the
"1994 Credit Agreement") with a group of banks providing a $130 million line of
credit consisting of a $95 million revolving credit facility (the "1994
Revolving Credit Facility") and a $35 million term loan. Funds provided under
the 1994 Credit Agreement have been used for working capital and other general
corporate purposes, including acquisitions. Obligations under the 1994 Credit
Agreement were secured by U.S. Can's inventories and accounts receivable, and
the term loan, while it was outstanding, was also secured by a mortgage on, and
certain equipment located at, U.S. Can's Elgin, Illinois plant.
 
     In early April 1996, the lenders under the 1994 Credit Agreement provided a
temporary $10 million increase in the 1994 Revolving Credit Facility due to
seasonal inventory requirements. In late April 1996, these lenders provided an
additional temporary $20 million increase in the 1994 Revolving Credit Facility
to fund the acquisition of AMS. In July 1996, these lenders provided the Company
with an additional line of credit of $97 million (the "Acquisition Facility") to
fund certain permitted acquisitions, including the acquisitions of the CPI Group
and USC Europe. In connection with the USC Europe acquisition, the Company
pledged 65% of the stock of the European Subsidiaries pursuant to the amended
terms of the 1994 Credit Agreement. All of the supplemental facilities,
including the Acquisition Facility, were terminated, and a substantial portion
of the outstanding balance under the 1994 Revolving Credit Facility was repaid,
on October 17, 1996 coincident with the issuance of the 10 1/8% Notes described
below and at that time, the pledge of 65% of the stock of the European
Subsidiaries was terminated. U.S. Can repaid the term loan on December 16, 1996,
using funds from additional borrowings under the 1994 Revolving Credit Facility.
 
     As of April 6, 1997 U.S. Can had borrowings of $50.7 million outstanding
under the 1994 Credit Agreement, $11.8 million in letters of credit had been
issued pursuant thereto, and $32.5 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 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
 
                                        8
<PAGE>   9
 
                     U.S. CAN CORPORATION AND SUBSIDIARIES
 
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
which begin at approximately 105.1% in 2001. Upon certain changes of control of
the Corporation, the Noteholders 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 and
were used to pay down amounts under the 1994 Credit Agreement ($158.4 million),
with $109.7 million being placed in an escrow account and subsequently used to
redeem all of U.S. Can's 13 1/2% Senior Subordinated Notes due 2002 (the
"13 1/2% Notes"). The amounts placed in the escrow account were invested in U.S.
Government obligations and were required, pursuant to the amended and restated
escrow agreement, to be used by the escrow agent to redeem the 13 1/2% Notes on
or immediately after the earliest redemption date (January 15, 1997) of such
notes. Such redemption, which included a $4 million premium and unpaid interest
earned on the 13 1/2% Notes through the redemption date, occurred on January 15,
1997. Due to the interest income which had accrued on the funds in the escrow
account, the Company received $0.4 million of proceeds back from the escrow
agent after the redemption. 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 the difference between the $109.7 million placed in escrow
less the $0.4 million refunded and the October 17, 1996, carrying value of the
13 1/2% Notes, related accrued interest and related unamortized deferred
financing costs.
 
     The Company was in compliance with all terms and restrictive covenants of
the 1994 Credit Agreement and its other long-term debt agreements as of April 6,
1997.
 
(5) SUPPLEMENTAL CASH FLOW INFORMATION
 
     The Company paid interest on borrowings of $9,374,000 and $1,867,000 for
the quarterly periods ended March 31, 1996 and April 6, 1997, respectively.
 
     The Company paid approximately $15,000 and $1,705,000 of income taxes for
the quarterly periods ended March 31, 1996 and April 6, 1997, respectively.
 
     During the quarterly periods ended March 31, 1996 and April 6, 1997, the
Corporation issued stock valued at approximately $425,000 and $850,000,
respectively, into certain of its employee benefit plans.
 
(6) LEGAL PROCEEDINGS
 
     The Company is involved in a number of legal proceedings arising in the
ordinary course of business. Management does not believe that 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.
 
     On February 28, 1995, Continental Holdings Inc. ("CHI"), an affiliate of
Peter Kiewit Sons', Inc. ("Kiewit"), filed a Complaint against U.S. Can and
others in the United States District Court, District of New Jersey, 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.
U.S. Can filed an Answer to the Complaint, asserting affirmative defenses and
made counterclaims against CHI. On May 7, 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.
 
     Aerosol containers, the Company's principal product, have historically been
subject to criticism on environmental grounds. While the Company believes that
aerosol can technology is environmentally sound, unfavorable legislation or
regulation relating to aerosols could reduce the number of aerosol containers
used by the Company's customers, which could have a material adverse effect on
the Company. The Company is also
 
                                        9
<PAGE>   10
 
                     U.S. CAN CORPORATION AND SUBSIDIARIES
 
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
subject to potential liability for the costs of environmental remediation. This
liability may be based upon the ownership or operation of industrial facilities
where contaminants may be found, regardless of whether the Company has
contributed to the contamination.
 
     The Company understands that 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 that the area of concern
partially extends to the groundwater below its former can assembly facility. In
late April 1996, the California Department of Toxic Substances Control ("CDTSC")
issued to certain of the past and present owners of this facility, including
U.S. Can, an order directing such owners to conduct remediation activities at
this site; however, no specific form of remediation was indicated.
Representatives of the Company met with the CDTSC in response to the order and
agreed to undertake additional site assessment work with the purpose of
producing a site characterization to determine with greater focus the nature of
the contamination. In January 1997, the Company received results from on-site
investigations conducted by an independent environmental consultant. Those
results indicated that, while no evidence of soil contamination in the studied
areas was found, there is a substantial probability that soil beneath one area
of the facility has had an impact on site groundwater. Additionally, groundwater
in the vicinity has been impacted by contaminants which appear to be migrating
on-site from up gradient sources. The CDTSC and the Company are negotiating a
final work plan to develop site characterization. In connection with the sale of
this facility, the Company agreed to indemnify the purchaser against any
environmental claims related to the Company's ownership of the property. There
can be no assurance that the Company will not incur material costs and expenses
in connection with the CDTSC order.
 
(7) EARNINGS PER SHARE
 
     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 Company does not expect that the
adoption of this standard will materially impact previously reported earnings
per share, including the per share amount reported for the quarterly period
ended April 6, 1997.
 
(8) SUBSEQUENT EVENTS
 
     On April 25, 1997, U.S. Can entered into an Amended and Restated Credit
Agreement with a group of banks (the "1997 Credit Agreement"), providing a $110
million revolving credit facility (the "1997 Revolving Credit Facility").
Obligations under the 1997 Credit Agreement are secured by U.S. Can's domestic
accounts receivable and inventory. Funds available under the 1997 Revolving
Credit Facility may be used for general corporate purposes (including ongoing
working capital needs and funds for permitted acquisitions). If, on or prior to
December 31, 1997, an additional lender agrees to join the bank group and assume
a commitment of $15 million, then the 1997 Revolving Credit Facility shall be
increased by $15 million to $125 million. The 1997 Credit Agreement has a
five-year maturity and amends and restates the 1994 Credit Agreement. See Note
(4) to Notes to Condensed Consolidated Financial Statements. The 1997 Credit
Agreement permits the Company to borrow funds available under the 1997 Revolving
Credit Facility in U.S. Dollars, British Pounds or French Francs.
 
     The loans under the 1997 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
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 "Base Rate" is the
higher of: (i) the Federal Funds rate or (ii) the rate of interest publicly
announced from time to time by Bank of America Illinois, Chicago, Illinois as
its "reference rate." For letters of credit issued under the 1997 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
 
                                       10
<PAGE>   11
 
                     U.S. CAN CORPORATION AND SUBSIDIARIES
 
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
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 1997 Credit
Agreement.
 
     The 1997 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, maximum
ratios of borrowings to earnings before interest, taxes, depreciation and
amortization and minimum interest coverage ratio. The 1997 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.
 
     The 1997 Credit Agreement also contains subjective covenants providing that
U.S. Can would be in default if, in the judgment of the lenders, there is a
material adverse change in the financial condition of U.S. Can. Management is
not aware of, nor does it anticipate, any facts events or occurrences which
could reasonably be expected to have a material adverse effect on the operations
of U.S. Can that would cause the lenders to demand repayment of the amounts
borrowed under the 1997 Credit Agreement prior to April 24, 2002.
 
(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 6, 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 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, 1996, and as of and for the three months ended April 6, 1997.
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 APRIL 6, 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..............   $     --        $    598        $ 1,475         $     --       $  2,073
  Accounts receivable....................         --          70,416         25,720               --         96,136
  Inventories............................         --          95,123         14,870               --        109,993
  Prepaid expenses and other assets......         --          13,098          2,636               --         15,734
  Prepaid income taxes...................        796           8,576             --               --          9,372
                                            --------        --------        -------         --------       --------
       Total current assets..............        796         187,811         44,701               --        233,308
                                            --------        --------        -------         --------       --------
NET PROPERTY, PLANT AND EQUIPMENT........         --         274,086         52,632               --        326,718
INTANGIBLE ASSETS........................         --          76,608             --               --         76,608
OTHER ASSETS.............................      7,418          12,419          2,366               --         22,203
INVESTMENT IN SUBSIDIARIES...............    363,867          49,501             --          413,368             --
                                            --------        --------        -------         --------       --------
       Total assets......................   $372,081        $600,425        $99,699         $413,368       $658,837
                                            ========        ========        =======         ========       ========
CURRENT LIABILITIES:
  Current maturities of long term debt...   $     --        $  8,215        $   340         $     --       $  8,555
  Accounts payable.......................         --          43,858         14,891               --         58,749
  Other current liabilities..............         --          47,876         15,332               --         63,208
                                            --------        --------        -------         --------       --------
       Total current liabilities.........         --          99,949         30,563               --        130,512
                                            --------        --------        -------         --------       --------
SENIOR DEBT..............................         --          94,361          5,231               --         99,592
SUBORDINATED DEBT........................    275,000              --             --               --        275,000
OTHER LONG-TERM LIABILITIES..............      1,440          54,528            899               --         56,867
INTERCOMPANY ADVANCES....................     (1,225)        (12,280)        13,505               --             --
STOCKHOLDERS' EQUITY.....................     96,866         363,867         49,501          413,368         96,866
                                            --------        --------        -------         --------       --------
       Total liabilities and
          stockholders' equity...........   $372,081        $600,425        $99,699         $413,368       $658,837
                                            ========        ========        =======         ========       ========
</TABLE>
 
                                       13
<PAGE>   14
 
                CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE QUARTERLY PERIOD ENDED APRIL 6, 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........................      $   --          $206,648         $27,349          $    --         $233,997
COST OF SALES....................          --           182,817          24,635               --          207,452
                                       ------          --------         -------          -------         --------
     Gross income................          --            23,831           2,714               --           26,545
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES........          --             8,032           1,064               --            9,096
                                       ------          --------         -------          -------         --------
     Operating income............          --            15,799           1,650               --           17,449
INTEREST EXPENSE ON BORROWINGS...          --             8,878             377               --            9,255
AMORTIZATION OF DEFERRED
  FINANCING COSTS................          --               439              --               --              439
OTHER (INCOME) EXPENSE...........          --               548              --               --              548
EQUITY EARNINGS FROM CONSOLIDATED
  SUBSIDIARIES...................       4,338               980              --           (5,318)              --
                                       ------          --------         -------          -------         --------
     Income before income
       taxes.....................       4,338             6,914           1,273           (5,318)           7,207
PROVISION FOR INCOME TAXES.......          --             2,576             293               --            2,869
                                       ------          --------         -------          -------         --------
     Net income..................      $4,338          $  4,338         $   980          $(5,318)        $  4,338
                                       ======          ========         =======          =======         ========
</TABLE>
 
                                       14
<PAGE>   15
 
                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE QUARTERLY PERIOD ENDED APRIL 6, 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.....     $  --         $ 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>
 
                                       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.
 
INCLUSION OF FORWARD-LOOKING INFORMATION
 
     Certain statements under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and elsewhere in this Report
constitute "forward-looking statements" within the meaning of Section 21E(I)(1)
of the Exchange Act. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Company, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among other things, the following: general economic and business and market
conditions, changes in product demand, changes in competition, the ability of
the Company to integrate acquisitions or complete future acquisitions, interest
rate fluctuations, currency fluctuations, dependence on raw material producers,
dependence on and availability of qualified personnel, changes in or failure to
comply with governmental regulations including environmental laws, ability to
obtain adequate financing in the future and other factors indicated in the
Company's registration statements and reports filed with the SEC. These
important factors may also cause the forward-looking statements made by the
Company in this Report, including but not limited to those contained under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations" to be materially different from actual results achieved by the
Company. In light of these and other uncertainties, the inclusion of a
forward-looking statement herein should not be regarded as a representation by
the Company that the Company's plans and objectives will be achieved.
 
RESULTS OF OPERATIONS
 
  QUARTER ENDED APRIL 6, 1997, AS COMPARED TO QUARTER ENDED MARCH 31, 1996
 
     Net Sales
 
     Net sales for the quarterly period ended April 6, 1997 totaled $234.0
million, an increase of 43.0% over the corresponding period in 1996. The 1996
acquisitions of USC Europe, Alltrista and the CPI Group were the primary factors
contributing to the sales growth. Those acquisitions represented approximately
75% of the increase. Higher unit volumes across all the Company's product lines
accounted for the remainder of the increase.
 
     Gross Income
 
     Gross income of $26.5 million for the first quarter of 1997 was $5.1
million, or 23.6%, higher than gross income for the first quarter of 1996. Gross
margin decreased to 11.3% of net sales during the first quarter of 1997 from
13.1% in the first quarter of 1996. Factors affecting gross margin included an
announced 2.75% steel price increase, relatively lower margins in acquired
businesses and the added cost of several start up operations, both domestically
and internationally. The Company expects the impact of these factors, with the
exception of the steel price increase, to diminish over time. The added capacity
and improved efficiency of these facilities are expected to enhance earnings in
the future.
 
     Operating Income
 
     The Company's operating income of $17.5 million for the first quarter of
1997 was $2.8 million, or 19.2%, higher than operating income for the first
quarter of 1996. Operating income was favorably impacted by the increased net
sales, but adversely impacted by higher cost of sales and selling, general and
administrative expenses. Operating income as a percent of net sales decreased to
7.5% for the first quarter of 1997 from 8.9% for the first quarter of 1996.
However, selling, general and administrative expenses decreased as a percent of
 
                                       16
<PAGE>   17
 
net sales from 4.2% in the first quarter of 1996 to 3.9% in the first quarter of
1997. Increased diversification into metal services, plastics and Europe is
expected to temporarily restrain margin growth until those new operations are
assimilated into the Company.
 
     Interest and Other Expenses
 
     Interest expense on borrowings increased by approximately $3.1 million in
the first quarter of 1997 as compared to the first quarter of 1996. The increase
is a result of increased borrowing, primarily to finance the Company's
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. The Company believes
more permanent long-term capital is the most appropriate means to finance
acquisitions, and, due to strong demand, it was able to borrow $50 million more
than originally planned in the 10 1/8% Note offering. As a result, repayment of
lower cost, shorter term debt with the 10 1/8% Note proceeds will continue to
generate somewhat higher interest expense even though a portion of the proceeds
was used to redeem the higher cost 13 1/2% Notes.
 
     Net Income
 
     Despite the $3.1 million increase in interest expense, first quarter 1997
net income of $4.3 million was slightly ahead of first quarter 1996 net income.
A lower effective income tax rate attributable to the European operations in
1997 aided the slight net income increase. Primary earnings per share for the
quarter were $0.33, equivalent to the earnings per share reported for the first
quarter of 1996.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     The Company's cash requirements for operations, acquisitions and capital
expenditures during the quarterly period ended April 6, 1997 were financed by
internally generated cash flows and borrowings under the 1994 Revolving Credit
Facility. In late April of this year, the Company believes it enhanced its
financial condition by entering into the 1997 Credit Agreement. For a more
detailed discussion of this agreement, see Note (8) of the Notes to Condensed
Consolidated Financial Statements. Net cash provided by operating activities was
$10.3 million for the first three months of 1997, compared to net cash used by
operating activities of $13.5 million during the same period in 1996 primarily
due to decreases in inventories and increases in certain accrued expenses
resulting from the timing of the interest payments on the 10 1/8% Notes. The
Company actively manages its working capital as both inventories and receivables
increase due to increased sales. The USC Europe operations will have an adverse
impact on consolidated inventory turns and receivable days outstanding due to
business practices in Europe.
 
     On October 17, 1996, U.S. Can Corporation issued $275 million of 10 1/8%
Notes in a private placement. Of the $268.1 million net proceeds to the Company
from the issuance, approximately $109.7 million was deposited in an escrow
account and used to redeem the 13 1/2% Notes on January 15, 1997, and pay the
remaining interest thereon; and approximately $158.4 million of the net proceeds
was used to repay a portion of the borrowings outstanding under the 1994 Credit
Agreement. 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. Management believes that, through the Note
offering and the Exchange Offer, the Company has improved its capital structure
and, as a result, the Company will be able to commit greater resources to its
capital programs, thereby improving its cash flow.
 
     In December 1996, U.K. Can, Ltd. 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.
 
     In January 1997, U.S. Can acquired certain assets from O-I for cash
consideration of $10 million, which is 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 cash portion of the purchase price
was funded by the 1994 Revolving Credit
 
                                       17
<PAGE>   18
 
Facility. For a more detailed discussion of this acquisition, see Note (2) of
the unaudited Notes to Condensed Consolidated Financial Statements.
 
     As of April 6, 1997 U.S. Can had borrowings of $50.7 million outstanding
under the 1994 Credit Agreement, $11.8 million in letters of credit had been
issued pursuant thereto, and $32.5 million of unused credit remained available
thereunder. As of May 12, 1997, U.S. Can had borrowings of $62.8 million
outstanding under the 1997 Credit Agreement (which replaced the 1994 Credit
Agreement), $11.8 million in letters of credit had been issued pursuant thereto,
and $35.3 million of unused credit remained available thereunder. As of April 6,
1997, U.S. Can was in compliance with all restrictive covenants of the 1994
Credit Agreement and its other long-term debt agreements.
 
     Management believes that cash flow from operations, amounts available under
its credit facilities and proceeds from equipment financings 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.
 
                                       18
<PAGE>   19
 
                                    PART II
                               OTHER INFORMATION
 
ITEM 2. CHANGES IN SECURITIES
 
     In March 1997, the Company contributed shares of Common Stock, valued at
approximately $850,000, to U.S. Can's Salaried Employees Savings and Retirement
Accumulation Plan ("SRAP"). This contribution served as final payment of an
inter-company debt owed by U.S. Can Corporation to U.S. Can. These shares are
held by the 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").
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
     (a) Exhibits
 
<TABLE>
<CAPTION>
                                                                              INCORPORATION
                                                                              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
      4.1    Amended and Restated Credit Agreement, dated April 25,
             1997........................................................
     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 a report on Form 8-K concerning its first
quarter 1997 earnings on March 3, 1997.
 
                                       19
<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: May 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: May 19, 1997                              /s/ TIMOTHY W. STONICH
                                          --------------------------------------
                                                    Timothy W. Stonich
                                            Executive Vice President-Finance,
                                          Chief Financial Officer and Secretary
 
                                       20