<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 4, 1999

                         COMMISSION FILE NUMBER 0-21314

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

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

                                    DELAWARE
                         (STATE OR OTHER JURISDICTION OF
                         INCORPORATION OR ORGANIZATION)

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

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

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

                                    Yes X     No

         As of April 30, 1999, 13,270,207 shares of U.S. Can Corporation's
common stock were outstanding.


                                                                               1

<PAGE>   2


                      U.S. CAN CORPORATION AND SUBSIDIARIES

                                    FORM 10-Q

                  FOR THE QUARTERLY PERIOD ENDED APRIL 4, 1999

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                     PAGE
                                                                                     ----
<S>            <C>                                                                   <C>
PART I         FINANCIAL INFORMATION                                                                           

Item 1.        Financial Statements (Unaudited) 

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

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

               U.S. Can Corporation and Subsidiaries Condensed Consolidated
               Statements of Cash Flows for the Quarterly Periods Ended
               April 5, 1998 and April 4, 1999                                        5

               U.S. Can Corporation and Subsidiaries Condensed Consolidated 
               Statements of Comprehensive Income for Quarterly Periods Ended 
               April 5, 1998 and April 4, 1999                                        6

               Notes to Condensed Consolidated Financial Statements                   7

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

Item 3.        Quantitative and Qualitative Disclosures About Market Risk            19

PART II        OTHER INFORMATION

Item 2.        Changes in Securities and Use of Proceeds                             20

Item 6.        Exhibits and Reports on Form 8-K                                      20
</TABLE>


                                                                               2
<PAGE>   3

                      U.S. CAN CORPORATION AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                     (000's omitted, except per share data)


<TABLE>
<CAPTION>
                                                                     For the Quarterly Period Ended
                                                                   ----------------------------------
                                                                    April 5, 1998     April 4, 1999
                                                                   ---------------   ----------------
<S>                                                                <C>               <C>             
NET SALES                                                              $ 192,363     $ 184,916        
COST OF SALES                                                            169,193       159,039        
                                                                       ---------     ---------        
     Gross income                                                         23,170        25,877        
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                               8,215         8,257        
                                                                       ---------     ---------        
     Operating income                                                     14,955        17,620        
INTEREST EXPENSE ON BORROWINGS                                             8,736         7,636        
AMORTIZATION OF DEFERRED FINANCING COSTS                                     439           320        
OTHER EXPENSES                                                               380           432        
                                                                       ---------     ---------        
Income before income taxes                                                 5,400         9,232        
PROVISION FOR INCOME TAXES                                                 2,318         3,681        
                                                                       ---------     ---------        
NET INCOME                                                             $   3,082     $   5,551        
                                                                       =========     =========        
PER SHARE DATA:                                                                                       
     Basic:                                                                                           
          Net income                                                   $    0.23     $    0.42        
                                                                       =========     =========        
                                                                                                      
          Weighted average shares outstanding (000's)                     13,144        13,326        
                                                                                                      
    Diluted:                                                                                          
          Net income                                                   $    0.23     $    0.41        
                                                                       =========     =========        
                                                                                                      
          Weighted average and equivalent shares outstanding (000's)      13,257        13,412        

</TABLE> 


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


                                                                               3
<PAGE>   4
                      U.S. CAN CORPORATION AND SUBSIDIARIES

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


<TABLE>
<CAPTION>
                                                                      December 31,    April 4,
                                               ASSETS                     1998         1999
                                                                      -----------   ---------- 
<S>                                                                    <C>          <C>      
CURRENT ASSETS:
     Cash and cash equivalents                                         $  18,072    $  23,971
     Accounts receivables, less allowances of
     $17,063 and $17,455 as of December 31, 1998
     and April 4, 1999, respectively                                      63,742       83,900
     Inventories                                                          94,887       84,051
     Prepaid expenses and other current assets                            16,011       11,456
     Prepaid income taxes                                                 22,934       22,935
                                                                       ---------    ---------
          Total current assets                                           215,646      226,313
                                                                       ---------    ---------
PROPERTY, PLANT AND EQUIPMENT:
     Land                                                                  5,862        5,712
     Building                                                             63,026       61,354
     Machinery, equipment and construction in process                    416,940      408,973
                                                                       ---------    ---------
                                                                         485,828      476,039
     Less -- Accumulated depreciation and amortization                  (217,826)    (218,696)
                                                                       ---------    ---------
          Total property, plant and equipment                            268,002      257,343
                                                                       ---------    ---------
INTANGIBLE ASSETS, less amortization of $11,853 and $10,916
     as of December 31, 1998 and April 4, 1999, respectively              51,928       51,496
     OTHER ASSETS                                                         19,995       19,579
                                                                       ---------    ---------
          Total assets                                                 $ 555,571    $ 554,731
                                                                       =========    =========
                                LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Current maturities of long term debt                              $   6,731    $   6,214
     Accounts payable                                                     52,317       61,180
     Accrued payroll, benefits and insurance                              31,282       29,355
     Restructuring reserves                                               25,674       23,065
     Other current liabilities                                            23,530       27,150
                                                                       ---------    ---------
          Total current liabilities                                      139,534      146,964
                                                                       ---------    ---------
SENIOR DEBT                                                               45,617       40,788
SUBORDINATED DEBT                                                        264,325      260,514
                                                                       ---------    ---------
          Total long-term debt                                           309,942      301,302
                                                                       ---------    ---------
OTHER LONG-TERM LIABILITIES
     Deferred income taxes                                                 5,595        7,313
     Other long-term liabilities                                          50,323       47,149
                                                                       ---------    ---------
          Total other long-term liabilities                               55,918       54,462
                                                                       ---------    ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
     Preferred stock, $0.01 par value;
     10,000,000 shares authorized, none issued
     or outstanding                                                         --           --
     Common stock, $0.01 par value;
     50,000,000 shares authorized, 13,278,223
     and 13,320,907 shares issued as of December 31, 1998                    133          133
     and April 4, 1999, respectively
     Paid -in-capital                                                    109,839      110,259
     Unearned restricted stock                                              (829)        (679)
     Treasury common stock, at cost; 90,011 and 103,834
     shares in December 31, 1998 and April 4, 1999, respectively          (1,728)      (2,027)
     Currency translation adjustment                                      (1,443)      (5,437)
     Accumulated deficit                                                 (55,795)     (50,246)
                                                                       ---------    ---------
          Total stockholders' equity                                      50,177       52,003
                                                                       ---------    ---------
               Total liabilities and stockholders' equity              $ 555,571    $ 554,731
                                                                       =========    =========

</TABLE>

  The accompanying Notes to the 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)
                                 (000s omitted)

<TABLE>
<CAPTION>
                                                                              Quarterly Period Ended
CASH FLOWS FROM OPERATING ACTIVITIES:                                     April 5, 1998      April 4, 1999
                                                                          -------------      -------------
<S>                                                                       <C>               <C> 
  Net income                                                              $  3,082              $  5,551      
  Adjustments to reconcile net income to net cash provided by                                                 
    operating activities --                                                                                   
    Depreciation and amortization                                           10,149                 8,817      
    Deferred income taxes                                                      441                   799      
  Change in operating assets and liabilities, net of effect of acquired                                       
    businesses --                                                                                             
    Accounts receivable                                                    (13,940)              (22,170)     
    Inventories                                                              1,201                 5,057      
    Accounts payable                                                         2,839                 4,870
    Accrued payrolls and benefits, insurance and other                      11,256                (1,839)     
    Postretirement benefits                                                    465                   416      
    Machinery repair parts usage (purchases), net                              525                    87      
    Other, net                                                               4,782                10,858
                                                                          --------              --------      
      Net cash provided by operating activities                             20,800                12,446
                                                                          --------              --------      
                                                                                                              
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                         
  Capital expenditures                                                      (3,828)               (4,727)     
  Acquisition of businesses, net of cash acquired                           (1,150)                 --        
  Proceeds on sale of business                                                --                   4,500      
  Change in restricted cash                                                     29                  --        
  Proceeds from sale of property                                              --                     553      
  Investment in Formametal S.A.                                               --                  (1,194)     
                                                                          --------              --------      
      Net cash used in investing activities                                 (4,949)                 (868)     
                                                                          --------              --------      
                                                                                                              
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                         
  Issuance of common stock and exercise of stock options                        72                   420      
  Net borrowings under the revolving line of credit and changes in                                            
    cash overdrafts                                                        (12,757)                3,655      
  Repurchase of 10 1/8% notes                                                 --                  (3,811)     
  Payments of other long-term debt, including capital lease                                                   
    obligations                                                             (2,871)               (5,387)     
  Payments of debt refinancing costs                                           (82)                 --        
  Purchase of treasury stock, net                                             (117)                 (298)     
                                                                          --------              --------      
      Net cash provided by financing activities                            (15,755)               (5,421)     
                                                                          --------              --------      
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                     (1,332)                 (258)
                                                                          --------              --------      
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                            (1,236)                5,899      
CASH AND CASH EQUIVALENTS, beginning of year                                 6,773                18,072      
                                                                          --------              --------      
CASH AND CASH EQUIVALENTS, end of period                                  $  5,537              $ 23,971      
                                                                          ========              ========      
</TABLE>

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


                                                                               5
<PAGE>   6
                     U.S. CAN CORPORATION AND SUBSIDIARIES
                                        
           CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                  (UNAUDITED)
                     (000's omitted, except per share data)


                                    For the Quarterly Period Ended
                                    ------------------------------
                                     April 5, 1998   April 4, 1999
                                     -------------   -------------

Net Income                              $3,082          $5,551

Foreign Currency              
  Translation Adjustments                 (665)         (3,995)
                                        ------          ------
Comprehensive Income                    $2,417          $1,556
                                        ======          ======



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


                                                                               6
<PAGE>   7


                      U.S. CAN CORPORATION AND SUBSIDIARIES

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

(1) PRINCIPLES OF REPORTING

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

         Certain information and footnote 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, 1998.

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

(2) SPECIAL CHARGES AND DISCONTINUED OPERATIONS

1997 SPECIAL CHARGES

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

DISCONTINUED OPERATIONS

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

1998 SPECIAL CHARGES

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

         Cash costs for restructuring activities in the first quarter of 1999
were $2.7 million. The Company anticipates spending another $4.8 million of such
costs in 1999 and $7.8 million in cash costs in the year 2000 and beyond. The
remainder of the 


                                                                               7
<PAGE>   8

restructuring provision primarily consists of non-cash items associated with the
write-off of assets.

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

 (3) ACQUISITIONS

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

 (4) INVENTORIES

         All domestic inventories, except machine parts, are stated at cost
determined by the last-in, first-out ("LIFO") cost method, not in excess of
market. Inventories of approximately $19.9 million at December 31, 1998, and
$19.5 million at April 4, 1999, at the European subsidiaries and machine shop
inventory are stated at cost determined by the first-in, first-out ("FIFO") cost
method, not in excess of market. FIFO cost of LIFO inventories approximated
their LIFO value at December 31, 1998 and at April 4, 1999.

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

<TABLE>
<CAPTION>
                                        DECEMBER 31,     APRIL 4,
                                            1998           1999
                                        ------------     --------
<S>                                     <C>              <C>     
Raw materials                             $ 21,171       $ 18,860
Work in process                             42,146         38,768
Finished goods                              26,848         26,423
Machine shop inventory                       4,722             --
                                          --------       --------
                                          $ 94,887       $ 84,051
                                          ========       ========
</TABLE>

(5) DEBT OBLIGATIONS

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


<TABLE>
<CAPTION>
                                    DECEMBER 31,    APRIL 4,     
                                      1998           1999        
                                    -----------    ---------     
<S>                                 <C>            <C>           
Senior Debt                                                      
  Capital lease obligations         $  15,511      $  12,422     
  Secured term loan                    25,128         24,538     
  Industrial revenue bonds              7,500          7,500     
  Mortgages and other                   4,209          2,542     
                                    ---------      ---------     
                                       52,348         47,002     
Less--Current maturities               (6,731)        (6,214)    
                                    ---------      ---------     
    Total senior debt                  45,617         40,788     
Senior subordinated 10 1/8% notes     264,325        260,514     
                                    ---------      ---------     
    Total long-term debt            $ 309,942      $ 301,302     
                                    =========      =========     
</TABLE>
                                                                 
         In 1997, U.S. Can entered into an Amended and Restated Credit Agreement
with a group of banks (the "Credit Agreement"), originally providing a $110
million revolving credit facility, which was reduced to $80 million in 1998 and
to $50 million on April 13, 1999 because of the Company's reduced needs.
Obligations under the Credit Agreement were secured by U.S. Can's domestic
accounts receivable and inventories, however, this collateral was released in
May, 1999 because of the improved credit profile of the Company. Funds available
under the Credit Agreement


                                                                               8
<PAGE>   9

may be used for general corporate purposes (including working capital needs and
permitted acquisitions).

         As of December 31, 1998 and April 4, 1999, U.S. Can had no borrowings
outstanding under the Credit Agreement, $12.3 million and $12.8 million,
respectively, in letters of credit had been issued pursuant thereto, and $67.7
million and $67.2 million, respectively, of unused credit remained available.
The weighted average interest rate of the loans outstanding were, 9.90% and
9.83%, respectively.

         In October, 1996, the Corporation issued $275 million principal amount
of 10 1/8% Senior Subordinated Notes due 2006 in a private placement. These
notes were exchanged in March 1997 for similar notes which are publicly
registered. These exchange notes (the "10 1/8% Notes") are unsecured and are
subordinated to all other senior debt of the Corporation and its subsidiaries.
The 10 1/8% Notes are fully and unconditionally guaranteed on an unsecured
senior subordinated basis by U.S. Can. On or after October 15, 2001, the
Corporation may, at its option, redeem all or some of the 10 1/8% Notes at
declining redemption premiums which begin at approximately 105.1% in 2001. Upon
a change of control of the Corporation, as defined, the Noteholders could
require that the Corporation repurchase all or some of the 10 1/8% Notes at a
101% premium. As part of the Company's focus on debt reduction, it repurchased
through the open market and subsequently retired, $10.7 million and an
additional $3.8 million of the outstanding 10 1/8% Notes through December 31,
1998 and April 4, 1999, respectively. Under existing loan agreements the Company
can elect to repurchase up to $40.0 million of the outstanding 10 1/8% Notes.

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

 (6) SUPPLEMENTAL CASH FLOW INFORMATION

         The Company paid interest on borrowings of approximately $2.4 million
and $0.2 million for the quarterly periods ended April 5, 1998 and April 4,
1999, respectively.

         The Company paid approximately $1.0 million of income taxes for the
quarterly period ended April 5, 1998 and no income taxes were paid during the
quarter ended April 4, 1999.

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

 (7) NEW ACCOUNTING PRONOUNCEMENTS

         SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," was issued in June 1998 and will be adopted by the Company in 1999.
This new pronouncement establishes accounting and reporting standards for
derivative instruments and hedging activities. It requires that the Company
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. Management of
the Company does not believe this pronouncement will have a material impact upon
current reporting or results.

 (8) SEGMENTATION

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


                                                                               9
<PAGE>   10

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

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


<TABLE>
<CAPTION>
                                     APRIL 5,     APRIL 4,
                                      1998         1999 
                                    ---------    ---------
<S>                                 <C>          <C>      
REVENUES FROM EXTERNAL CUSTOMERS:
Aerosol                             $ 127,380    $ 126,706
Paint, Plastic, & General Line         44,682       41,903
Custom & Specialty                     20,301       16,307
                                    ---------    ---------
Total revenues                      $ 192,363    $ 184,916
                                    =========    =========

INCOME (LOSS) FROM OPERATIONS:
Aerosol                             $  18,648    $  19,870
Paint, Plastic, & General Line          3,513        4,272
Custom & Specialty                      2,731        1,735
Corporate and eliminations             (9,937)      (8,257)
                                    ---------    ---------
Total income from operations        $  14,955    $  17,620
                                    =========    =========
</TABLE>


(10) SUBSIDIARY GUARANTOR INFORMATION

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

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



                                                                              10
<PAGE>   11


                     U.S. CAN CORPORATION AND SUBSIDIARIES
                                        
                                        
                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                  For the Quarterly Period Ended April 4, 1999
                                  (Unaudited)
                                (000's omitted)


<TABLE>
<CAPTION>
                                                           United States                                                  
                                                                Can                                                       
                                              U.S. Can        Company         USC Europe                     U.S. Can     
                                             Corporation    (Subsidiary     (Non-Guarantor                  Corporation   
                                               (Parent)      Guarantor)      Subsidiaries)   Eliminations   Consolidated  
                                             -----------   -------------    --------------   ------------   ------------
<S>                                          <C>           <C>              <C>              <C>            <C>          
NET SALES                                      $   --         $152,258        $ 32,658        $   --          $184,916    
COST OF SALES                                      --          130,045          28,994            --           159,039    
                                               --------       --------        --------        --------        --------    
     Gross income                                  --           22,213           3,664            --            25,877    
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES       --            6,488           1,769            --             8,257    
                                               --------       --------        --------        --------        --------    
     Operating income                              --           15,725           1,895            --            17,620    
INTEREST EXPENSE ON BORROWINGS                     --            6,956             680            --             7,636    
AMORTIZATION OF DEFERRED FINANCING COSTS           --              320            --              --               320    
OTHER EXPENSES                                     --              432            --              --               432    
EQUITY EARNINGS (LOSS) FROM SUBSIDIARY            5,551            862            --            (6,413)           --      
PROVISION FOR INCOME TAXES                         --            3,328             353            --             3,681    
                                               --------       --------        --------        --------        --------    
NET INCOME                                     $  5,551       $  5,551        $    862        $ (6,413)       $  5,551    
                                               ========       ========        ========        ========        ========    
</TABLE> 




                                                                              11
<PAGE>   12
                                        
                     U.S. CAN CORPORATION AND SUBSIDIARIES
                                        
                                        
                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                  For the Quarterly Period Ended April 5, 1998
                                  (Unaudited)
                                (000's omitted)


<TABLE>
<CAPTION>
                                                           United States                                                  
                                                                Can                                                       
                                              U.S. Can        Company         USC Europe                     U.S. Can     
                                             Corporation    (Subsidiary     (Non-Guarantor                  Corporation 
                                               (Parent)      Guarantor)      Subsidiaries)   Eliminations   Consolidated
                                             -----------    -----------     --------------   ------------   ------------
<S>                                          <C>            <C>             <C>              <C>              <C>       
NET SALES                                      $   --        $162,401         $ 29,962         $   --         $192,363  
COST OF SALES                                      --         142,137           27,056             --          169,193  
                                               --------      --------         --------         --------       --------  
     Gross income                                  --          20,264            2,906             --           23,170  
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES       --           7,104            1,111             --            8,215  
                                               --------      --------         --------         --------       --------  
     Operating income                              --          13,160            1,795             --           14,955  
INTEREST EXPENSE ON BORROWINGS                     --           8,041              695             --            8,736  
AMORTIZATION OF DEFERRED FINANCING COSTS           --             380             --               --              380  
OTHER EXPENSES                                     --             439             --               --              439  
EQUITY EARNINGS (LOSS) FROM SUBSIDIARY            3,082           618             --             (3,700)          --    
PROVISION FOR INCOME TAXES                         --           1,836              482             --            2,318  
                                               --------      --------         --------         --------       --------  
NET INCOME (LOSS)                              $  3,082      $  3,082         $    618         $ (3,700)      $  3,082  
                                               ========      ========         ========         ========       ========  
</TABLE>


                                                                              12
<PAGE>   13

                     U.S. CAN CORPORATION AND SUBSIDIARIES
                                        
                     CONDENSED CONSOLIDATING BALANCE SHEET
                              As of April 4, 1999
                                  (Unaudited)
                                 (000s omitted)


<TABLE>
<CAPTION>                                                                                                                           
                                                                      United States                                                 
                                                         U.S. Can      Can Company       USC Europe                       U.S. Can
                                                       Corporation     (Subsidiary    (Non-Guarantor                    Corporation 
                                                         (Parent)       Guarantor)     Subsidiaries)    Eliminations    Consolidated
                                                       -----------     -------------   ------------     ------------    ------------
<S>                                                    <C>             <C>             <C>              <C>             <C>         
CURRENT ASSETS:                                                                                                                     
     Cash and cash equivalents                         $    --         $  19,134        $   4,837       $    --           $  23,971 
     Accounts receivable                                    --            55,858           28,042            --              83,900 
     Inventories                                            --            64,523           19,528            --              84,051 
     Prepaid expenses and other assets                      --            30,811            3,580            --              34,391
                                                       ---------       ---------        ---------       ---------         --------- 
          Total current assets                              --           170,326           55,987            --             226,313 
NET PROPERTY, PLANT AND EQUIPMENT                           --           191,569           65,774            --             257,343 
INTANGIBLE ASSETS                                           --            51,496             --              --              51,496 
OTHER ASSETS                                             266,775           6,522            6,796        (260,514)           19,579 
INVESTMENT IN SUBSIDIARIES                                45,742            (705)            --           (45,037)             --   
                                                       ---------       ---------        ---------       ---------         --------- 
          Total assets                                 $ 312,517       $ 419,208        $ 128,557       $(305,551)        $ 554,731 
                                                       =========       =========        =========       =========         ========= 
                                                                                                                                    
CURRENT LIABILITIES                                                                                                                 
     Current maturities of long-term debt              $    --         $   3,493        $   2,721       $    --           $   6,214 
     Accounts payable                                       --            44,837           16,343            --              61,180 
     Other current liabilities                              --            69,104           10,466            --              79,570 
                                                       ---------       ---------        ---------       ---------         --------- 
          Total current liabilities                         --           117,434           29,530            --             146,964
SENIOR DEBT                                                 --            16,467           24,321            --              40,788 
SUBORDINATED DEBT                                        260,514         260,514             --          (260,514)          260,514 
OTHER LONG-TERM LIABILITIES                                 --            49,699            4,763            --              54,462 
INTERCOMPANY ADVANCES                                       --           (70,648)          70,648            --                --   
STOCKHOLDERS' EQUITY                                      52,003          45,742             (705)        (45,037)           52,003 
                                                       ---------       ---------        ---------       ---------         --------- 
          Total liabilities and stockholders' equity   $ 312,517       $ 419,208        $ 128,557       $(305,551)        $ 554,731 
                                                       =========       =========        =========       =========         ========= 
</TABLE> 


                                                                              13
<PAGE>   14

                     U.S. CAN CORPORATION AND SUBSIDIARIES
                                        
                     CONDENSED CONSOLIDATING BALANCE SHEET
                            As of December 31, 1998
                                  (Unaudited)
                                 (000s omitted)

<TABLE>
<CAPTION>
                                                                   United States
                                                        U.S. Can    Can Company     USC Europe                        U.S. Can
                                                      Corporation   (Subsidiary   (Non-Guarantor                     Corporation
                                                        (Parent)     Guarantor)   Subsidiaries)    Eliminations      Consolidated
                                                      -----------  -------------  --------------   ------------      ------------
<S>                                                   <C>          <C>            <C>              <C>               <C>      
CURRENT ASSETS:
     Cash and cash equivalents                         $    --      $   9,408       $   8,664        $    --          $  18,072   
     Accounts receivable                                    --         41,461          22,281             --             63,742  
     Inventories                                            --         74,965          19,922             --             94,887  
     Prepaid expenses and other assets                      --         35,856           3,089             --             38,945 
                                                       ---------    ---------       ---------        ---------        ---------  
          Total current assets                              --        161,690          53,956             --            215,646  
NET PROPERTY, PLANT AND EQUIPMENT                           --        197,677          70,325             --            268,002  
INTANGIBLE ASSETS                                           --         51,928            --               --             51,928  
OTHER ASSETS                                             270,587        6,847           6,886         (264,325)          19,995  
INVESTMENT IN SUBSIDIARIES                                40,383       53,144            --            (93,527)            --    
                                                       ---------    ---------       ---------        ---------        ---------  
          Total assets                                 $ 310,970    $ 471,286       $ 131,167        $(357,852)       $ 555,571  
                                                       =========    =========       =========        =========        =========  
                                                                                                                                 
CURRENT LIABILITIES                                                                                                              
     Current maturities of long-term debt              $    --      $   3,922       $   2,809        $    --          $   6,731  
     Accounts payable                                       --         37,089          15,228             --             52,317  
     Other current liabilities                              --         67,735          12,751             --             80,486  
                                                       ---------    ---------       ---------        ---------        ---------  
          Total current liabilities                         --        108,746          30,788             --            139,534  
SENIOR DEBT                                                 --         19,134          26,483             --             45,617
SUBORDINATED DEBT                                        264,325      264,325            --           (264,325)         264,325  
OTHER LONG-TERM LIABILITIES                                 --         51,656           4,262             --             55,918  
INTERCOMPANY ADVANCES                                     (3,532)     (12,958)         16,490             --               --    
STOCKHOLDERS' EQUITY                                      50,177       40,383          53,144          (93,527)          50,177  
                                                       ---------    ---------       ---------        ---------        ---------  
          Total liabilities and stockholders' equity   $ 310,970    $ 471,286       $ 131,167        $(357,852)       $ 555,571  
                                                       =========    =========       =========        =========        =========  
</TABLE>

                                                                              14
<PAGE>   15

                     U.S. CAN CORPORATION AND SUBSIDIARIES
                                        
                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE QUARTERLY PERIOD ENDED APRIL 4, 1999
                                  (Unaudited)
                                 (000s omitted)

<TABLE>
<CAPTION>
                                                                       United States
                                                            U.S. Can    Can Company      USC Europe                    U.S. Can
                                                          Corporation   (Subsidiary    (Non-Guarantor                 Corporation
                                                            (Parent)     Guarantor)     Subsidiaries)  Eliminations   Consolidated
                                                          -----------   ------------   --------------  ------------   ------------  
                                                                                                                        
<S>                                                       <C>           <C>            <C>             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES                        $   -         $ 15,321       $  (2,875)     $    -          $ 12,446
                                                          -----------   ------------   --------------  ------------   ------------  

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                          -           (4,074)           (653)          -            (4,727)
  Proceeds on sale of business                                  -            4,500             -             -             4,500
  Proceeds on sale of property                                  -              553             -             -               553
  Investment in Formametal                                      -              -            (1,194)          -            (1,194)
                                                          -----------   ------------   --------------  ------------   ------------  
      Net cash used in investing activities                     -              979          (1,847)          -              (868)
                                                          -----------   ------------   --------------  ------------   ------------  

CASH FLOWS FROM FINANCING ACTIVITIES:
  Change in intercompany advances                              (122)        (3,321)          3,443           -               -
  Issuance of common stock and exercise of stock options        420            -               -             -               420
  Net borrowings under the revolving line of
     credit and changes in  cash overdrafts                     -            3,655             -             -             3,655
  Repurchase of 10 1/8% notes                                   -           (3,811)            -             -            (3,811)
  Net payments of other long-term debt, including capital  
    lease obligations                                           -           (3,097)         (2,290)          -            (5,387)
  Purchase of treasury stock, net                              (298)           -               -             -              (298)
                                                          -----------   ------------   --------------  ------------   ------------  
      Net cash provided by financing activities                 -           (6,574)          1,153           -            (5,421)
                                                          -----------   ------------   --------------  ------------   ------------  
EFFECT OF EXCHANGE RATE CHANGES ON CASH                         -              -              (258)          -              (258)
                                                          -----------   ------------   --------------  ------------   ------------  
INCREASE IN CASH AND CASH EQUIVALENTS                           -            9,726          (3,827)          -             5,899
CASH AND CASH EQUIVALENTS, beginning of year                    -            9,408           8,664           -            18,072
                                                          -----------   ------------   --------------  ------------   ------------  
CASH AND CASH EQUIVALENTS, end of period                    $   -         $ 19,134       $   4,837      $    -          $ 23,971
                                                          ===========   ============   ==============  ============   ============
</TABLE>


                                                                              15
<PAGE>   16

                     U.S. CAN CORPORATION AND SUBSIDIARIES
                                        
                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE QUARTERLY PERIOD ENDED APRIL 5, 1998
                                  (Unaudited)
                                (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                            $   --     $ 18,884    $  1,916         $   --         $ 20,800    
                                                                --------    --------    --------        --------       --------    
                                                                                                                                   
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                              
  Capital expenditures                                              --        (2,762)     (1,066)           --           (3,828)   
  Acquisition of businesses, net of cash acquired                   --          --        (1,150)           --           (1,150)   
  Changes in restricted cash                                        --            29        --              --               29 
                                                                --------    --------    --------        --------       --------    
      Net cash used in investing activities                         --        (2,733)     (2,216)           --           (4,949)   
                                                                --------    --------    --------        --------       --------    
                                                                                                                                   
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                              
  Change in intercompany advances                                     45      (2,115)      2,070            --             --      
  Issuance of common stock and exercise of stock options              72        --          --              --               72    
  Net borrowings under the revolving line of                                                                                       
    credit and changes in cash overdrafts                           --       (12,543)       (214)           --          (12,757)   
  Borrowings of other long-term debt, including capital lease                                                                      
    obligations                                                     --          --          --              --             --      
  Payments of other long-term debt, including capital lease                                                                        
    obligations                                                     --        (1,715)     (1,156)           --           (2,871)   
  Payments of debt refinancing costs                                --           (82)       --              --              (82)   
  Purchase of treasury stock, net                                   (117)       --          --              --             (117)   
                                                                --------    --------    --------        --------       --------    
      Net cash provided by financing activities                     --       (16,455)        700            --          (15,755)   
                                                                --------    --------    --------        --------       --------    
EFFECT OF EXCHANGE RATE CHANGES ON CASH                             --          --        (1,332)           --           (1,332)   
                                                                --------    --------    --------        --------       --------    
INCREASE IN CASH AND CASH EQUIVALENTS                               --          (304)       (932)           --           (1,236)   
CASH AND CASH EQUIVALENTS, beginning of year                        --           415       6,358            --            6,773    
                                                                --------    --------    --------        --------       --------    
CASH AND CASH EQUIVALENTS, end of year                          $   --      $    111    $  5,426        $   --         $  5,537    
                                                                ========    ========    ========        ========       ========    
</TABLE>


                                                                              16
<PAGE>   17

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

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

RESULTS OF OPERATIONS

         On November 9, 1998, U.S. Can sold substantially all of the assets of
its commercial Metal Services business and, accordingly, the Metal Services
business was shown as a discontinued operation. 1998 revenues of the Metal
Services business up to the point of the sale were $94.3 million.  The Company
also sold its machine engineering center in Orlando, Florida ("OMEC") for $4.5
million on January 29, 1999. Revenues from this location were $8.2 million in
1998. In addition, as of May 1999, the Company continues to actively work
towards the sale of its Metal Closure business which operates out of the
Glendale, West Virginia facility. 1998 revenues from this operation were $18.1
million and comparable revenues from this facility in the first quarter of 1999
were $4.1 million.

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

  Net Sales

         Net sales for the quarter ended April 4, 1999, totaled $184.9 million,
a 3.9% decrease versus the corresponding period in 1998. This decrease was
principally due to liquidation of excess holiday products in the Custom &
Specialty segment in 1998 and the sale of OMEC.

         Along business segment lines, Aerosol net sales in the first quarter of
1999 were $126.7 resulting in a slight decline of 0.5%. The decrease is due to
the sale of OMEC (accounting for a 1.9% decrease in period-to-period sales),
which was part of the Aerosol segment, offset by improved European net sales due
to the qualification of the Wales facility with its primary customer. The Paint,
Plastic and General Line segment had a 6.2% decrease in net sales due to reduced
customer requirements during the current period (1998 volume in this segment was
unseasonably strong). In the Custom & Specialty segment, sales of $16.3 million
were down 19.7% versus the first quarter of 1998 largely due to significant
liquidation of excess holiday products in early 1998. The Custom & Specialty
group continues to focus on product development and enhancements to expand its
customer base.

  Gross Income

         Gross income of $25.9 million for the first quarter of 1999 was up $2.7
million, or 11.7%, versus the first quarter of 1998. Gross margin increased to
14.0% of net sales for the period from 12.0% in the comparable period last year.
The primary factors influencing the increase were the operating benefits being
realized from the 1997 and the 1998 restructuring programs, sharp focus on
productivity improvements, and the Wales operation ramping up its activity.

         Aerosol gross income increased 6.6%, which is due to the Welsh
operation advancing beyond the qualification process with its principal customer
during the second half of 1998. Paint, Plastic and General Line had a strong
first quarter increase of 21.6% due largely to productivity enhancements. Custom
& Specialty gross income decreased from $2.7 million for the first quarter of
1998 to $1.7 million for the first quarter of 1999 as a result of lower sales
levels. Certain expenses are not allocated to specific business segments. These
charges include corporate engineering costs and other miscellaneous charges.

  Operating Income

         Operating income in the first quarter of 1999 was $17.6 million versus
$15.0 million in the first quarter of 1998. Higher gross margins in 1999
favorably impacted 


                                                                              17
<PAGE>   18

operating income. Selling, general, and administrative expenses were flat
compared to the same period a year ago.

  Interest and Other Expenses

          Interest expense in the first quarter of 1999 was down 12.6%, or $1.1
million, versus the first quarter of 1998. Tighter controls on working capital
and capital expenditures coupled with strong operating cash flows have resulted
in long-term debt reductions of $55.8 million since the first quarter of last
year and $9.2 million since year-end 1998.

  Net Income

         First quarter net income of $5.6 million ($0.41 diluted earnings per
share) was up $2.5 million versus the same period last year. 1998 first quarter
net income was $3.1 million or $0.23 diluted earnings per share. Positive gross
margin impact and a decrease in interest expense are the two primary components
for the growth in net income.

LIQUIDITY AND CAPITAL RESOURCES

         During the first quarter of 1999, the Company met its liquidity needs
through internally generated cash flow. Principal liquidity needs included
operations, debt amortization, capital expenditures and the Company's minority
investment in Formametal (see Note(3) to the Condensed Consolidated Financial
Statements). Cash flow from operations was $12.5 million in the first quarter of
1999, compared to $20.3 million in the first quarter of 1998. Cash outflows in
the first quarter of 1999 include $2.7 million of payments related to
restructuring costs. The Company anticipates spending another $4.8 million of
such costs during the remainder of 1999.

         As of April 5, 1999, U.S. Can had no borrowings outstanding under the
Credit Agreement, $12.8 million in letters of credit had been issued pursuant
thereto, and $67.2 million of unused credit remained available thereunder. On
April 13, 1999, the revolver was reduced from $80 million to $50 million due to
the Company's reduced borrowing needs. As of April 5, 1999, U.S. Can was in
compliance with the Credit Agreement and its other long-term debt agreements
(see Note (5) to the Condensed Consolidated Financial Statements for a
description of the Credit Agreement).

         The Company expects total capital expenditures in 1999 to be
approximately $30 to $33 million and has spent $4.7 million in the first
quarter. The Company's capital investments have historically yielded reduced
operating costs and improved the Company's profit margins, and management
believes that the strategic deployment of capital will enable the Company to
improve its overall profitability by leveraging the economies of scale inherent
in the manufacture of containers.

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

YEAR 2000

         Management has reviewed, evaluated and assessed the implication of the
Year 2000 issue and believes that it will not pose significant operational
problems for the Company. The Company continues to make progress on its action
plan to address all Year 2000 issues. If Year 2000 issues are not identified, or
assessment, remediation and testing are not effected in a timely manner, it is
possible that the Year 2000 issue will materially and adversely impact the
Company's results of operations. It is also possible that there will be an
adverse impact on its relationships with customers, vendors, or others. Any
failure to become Year 2000 compliant by banks, vendors, customers, and
governmental agencies may also have an impact on the results of the Company to
the extent they relate to the Company's ongoing operations and business
requirements.


                                                                              18
<PAGE>   19

FORWARD LOOKING STATEMENT

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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


                                                                              19
<PAGE>   20


                                     PART II

                                OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

         In March 1999, the Company contributed shares of Common Stock, valued
at approximately $850,000, to U.S. Can's Salaried Employee Savings and
Retirement Accumulation Plan ("SRAP"). These shares are held by a trustee for
the benefit of the SRAP participants, who have an indirect beneficial interest
in the Common Stock held by the trustee. The transaction between the Company and
the trustee is exempt pursuant to Section 4(2) of the Securities Act of 1933.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

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

27.1          Financial Data Schedule (EDGAR version only)


         (b) Reports on Form 8-K

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




                                                                              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: May 19, 1999                               By: /s/ John L. Workman
                                                    -------------------------
                                                    John L. Workman
                                                    Executive Vice President
                                                    and Chief Financial Officer

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


Date: May 19, 1999                               By: /s/ John L. Workman
                                                     -------------------------
                                                     John L. Workman
                                                     Executive Vice President
                                                     and Chief Financial Officer


                                                                              21