<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 quarter ended February 27, 1999
                                     -------




                       REGISTRANT: CLARCOR Inc. (Delaware)
                                     -------




<PAGE>   2


                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



For the Quarter Ended February 27, 1999           Commission File Number 1-11024



                                  CLARCOR Inc.
       ------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



        DELAWARE                                               36-0922490
--------------------------------                          ---------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)



2323 Sixth Street, P.O. Box 7007, Rockford, Illinois               61125
----------------------------------------------------            ------------
    (Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code             815-962-8867
                                                              ---------------



                                    No Change
--------------------------------------------------------------------------------
     (Former name, former address and former fiscal year, if changed since
                                 last report.)
                              


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 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 
                                       ---     ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.


                      23,930,125 common shares outstanding
 -------------------------------------------------------------------------------





                                  Page 1 of 13




<PAGE>   3
Part I - Item 1
---------------                   CLARCOR Inc.
                     CONSOLIDATED CONDENSED BALANCE SHEETS
                             (Dollars in thousands)

                                ---------------


<TABLE>
<CAPTION>
                                                    February 27,  November 30, 
                   ASSETS                               1999          1998
                                                     ---------    -----------
                                                    (unaudited)               
<S>                                                  <C>          <C>      
Current assets:                                      
  Cash and short-term cash investments               $  29,098    $  33,321
  Accounts receivable, less allowance for losses
    of $2,793 for 1999 and $2,711 for 1998              61,402       67,557
  Inventories:
      Raw materials                                     18,946       19,827
      Work in process                                    9,377        8,628
      Finished products                                 33,019       30,159
                                                     ---------    ---------
         Total inventories                              61,342       58,614
                                                     ---------    ---------

  Prepaid expenses                                       2,321        2,444
  Other current assets                                   6,112        6,237
                                                     ---------    ---------
      Total current assets                             160,275      168,173
                                                     ---------    ---------

Plant assets, at cost                                  199,534      193,672
   less accumulated depreciation                      (110,367)    (107,283)
                                                     ---------    ---------
                                                        89,167       86,389
                                                     ---------    ---------
Excess of cost over fair value of assets acquired,
   less accumulated amortization                        21,374       21,665
Pension assets                                          16,616       15,907
Other noncurrent assets                                 13,722       13,632
                                                     ---------    ---------
                                                     $ 301,154    $ 305,766
                                                     =========    =========

               LIABILITIES

Current liabilities:
  Current portion of long-term debt                  $     397    $     470
  Accounts payable                                      23,016       26,528
  Income taxes                                           6,092        6,188
  Accrued and other liabilities                         23,738       27,997
                                                     ---------    ---------
      Total current liabilities                         53,243       61,183
                                                     ---------    ---------

Long-term debt, less current portion                    36,628       36,419
Long-term pension liabilities                            9,605        8,896
Other long-term liabilities                             12,071       12,172
Minority interests                                         297          289

Contingencies

           SHAREHOLDERS' EQUITY

Capital stock                                           23,930       23,949
Capital in excess of par value                            --            156
Accumulated other comprehensive earnings                (3,443)      (2,993)
Retained earnings                                      168,823      165,695
                                                     ---------    ---------
                                                       189,310      186,807
                                                     ---------    ---------
                                                     $ 301,154    $ 305,766
                                                     =========    =========
</TABLE>



           See Notes to Consolidated Condensed Financial Statements

                                  Page 2 of 13
<PAGE>   4
                                  CLARCOR Inc.
                 CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
                  (Dollars in thousands except per share data)
                                  (Unaudited)

                                ---------------

<TABLE>
<CAPTION>
                                                   Three Months Ended
                                              February 27,    February 28,
                                                  1999            1998
                                              ------------    ------------
<S>                                           <C>             <C>         
Net sales                                     $     99,166    $     97,786
Cost of sales                                       67,787          69,011
                                              ------------    ------------

  Gross profit                                      31,379          28,775

Selling and administrative expenses                 21,341          19,885
                                              ------------    ------------

  Operating profit                                  10,038           8,890
                                              ------------    ------------

Other income (expense):
 Interest expense                                     (526)           (564)
 Interest income                                       360             338
 Other, net                                            (69)           (131)
                                              ------------    ------------

                                                      (235)           (357)
                                              ------------    ------------

  Earnings before income taxes and
   minority interests                                9,803           8,533

Provision for income taxes                           3,602           3,205
                                              ------------    ------------

  Earnings before minority interests                 6,201           5,328

Minority interests in loss of subsidiaries               9               9
                                              ------------    ------------

Net earnings                                  $      6,210    $      5,337
                                              ============    ============
Net earnings per common share:
  Basic                                       $       0.26    $       0.22
                                              ============    ============
  Diluted                                     $       0.25    $       0.22
                                              ============    ============

Average number of common shares outstanding:
  Basic                                         23,958,906      24,261,292
                                              ============    ============
  Diluted                                       24,375,879      24,670,042
                                              ============    ============

Dividends paid per share                      $     0.1125    $     0.1100
                                              ============    ============
</TABLE>


            See Notes to Consolidated Condensed Financial Statements
                                  Page 3 of 13
<PAGE>   5
                                  CLARCOR Inc.
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)

                                ---------------


<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                       ------------------------
                                                       February 27, February 28,
                                                          1999         1998
                                                       ----------   -----------
<S>                                                    <C>          <C>       
Cash flows from operating activities:
     Net earnings                                         $  6,210     $  5,337
     Depreciation and amortization                           3,408        3,025
     Changes in assets and liabilities                      (3,608)      (2,722)
     Other, net                                                 (7)          29
                                                          --------     --------     
          Net cash provided by operating activities          6,003        5,669
                                                          --------     --------     
Cash flows from investing activities:                                               
     Additions to plant assets                              (6,049)      (2,704)
     Business acquisitions, net of cash acquired              (375)      (4,800)
     Investment in affiliate                                  --           (260)
     Proceeds from note receivable                            --          2,500
     Dispositions of plant assets                             --             58
                                                          --------     --------
          Net cash used in investing activities             (6,424)      (5,206)
                                                          --------     --------     
Cash flows from financing activities:                                               
     Reduction of long-term debt                              (214)        (736)
     Purchases of treasury stock                              (897)        --
     Cash dividends paid                                    (2,690)      (2,659)
     Other, net                                                 38           59
                                                          --------     --------     
                                                                                    
          Net cash used in financing activities             (3,763)      (3,336)
                                                          --------     --------
                                                                                    
Net effect of exchange rate changes on cash                    (39)         (43)    
                                                          --------     --------     

Net change in cash and short-term cash investments          (4,223)      (2,916)    
                                                                                    
Cash and short-term cash investments,                                               
     beginning of period                                    33,321       30,324
                                                          --------     --------     
                                                                                    
Cash and short-term cash investments,                                               
     end of period                                        $ 29,098     $ 27,408
                                                          ========     ========     
                                                                                    
                                                                                    
Cash paid during the period for:                                                    
     Interest                                             $    965     $  1,005
                                                          ========     ========
     Income taxes                                         $  3,384     $  2,505
                                                          ========     ========     
</TABLE>



            See Notes to Consolidated Condensed Financial Statements
                                  Page 4 of 13
<PAGE>   6


CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 
(Dollars in Thousands, Except Per Share Data)
(Unaudited)
--------------------------------------------------------------------------------


1.   CONSOLIDATED FINANCIAL STATEMENTS
     ---------------------------------

     The November 30, 1998 consolidated balance sheet data was derived from
     CLARCOR's year-end audited financial statements, but does not include all
     disclosures required by generally accepted accounting principles. Certain
     information and footnote disclosures normally included in financial
     statements prepared in accordance with generally accepted accounting
     principles have been condensed or omitted.

     The consolidated condensed balance sheet as of February 27, 1999, the
     consolidated condensed statements of earnings and the consolidated
     condensed statements of cash flows for the periods ended February 27, 1999,
     and February 28, 1998, have been prepared by the Company without audit. The
     financial statements have been prepared on the same basis as those in the
     Company's November 30, 1998 annual report to shareholders. In the opinion
     of management, all adjustments (which include only normal recurring
     adjustments) necessary to present fairly the financial position, results of
     operations, and cash flows have been made. The results of operations for
     the period ended February 27, 1999 are not necessarily indicative of the
     operating results for the full year.


2.   TREASURY STOCK TRANSACTIONS, STOCK SPLIT AND EARNINGS PER SHARE
     ---------------------------------------------------------------

     During the quarter ended February 27, 1999, the Company purchased and
     retired 50,000 shares of common stock held in treasury. All such shares 
     resumed the status of authorized and unissued shares of common stock of the
     Company.

     On March 24, 1998, the Company declared a three-for-two stock split in the
     form of a 50% stock dividend distributable April 24, 1998 to shareholders
     of record April 10, 1998. In connection therewith, the Company transferred
     $8,145 from retained earnings to common stock, representing the par value
     of additional shares issued. All share and per share amounts for all
     periods presented have been adjusted to reflect the stock split.

     The Company calculates earnings per share according to Statement of
     Financial Accounting Standards No. 128, "Earnings per Share." Diluted
     earnings per share reflects the impact of outstanding stock options if
     exercised during the periods presented using the treasury stock method. The
     following table provides a reconciliation of the numerators and
     denominators utilized in the calculation of basic and diluted earnings per
     share.




                                  Page 5 of 13


<PAGE>   7

CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 
(Dollars in Thousands, Except Per Share Data)
(Unaudited)  Continued
--------------------------------------------------------------------------------

2.   TREASURY STOCK TRANSACTIONS, STOCK SPLIT AND EARNINGS PER SHARE 
     ---------------------------------------------------------------
     (Continued)
     -----------
<TABLE>
<CAPTION>
                                                       Quarter Ended
                                           -------------------------------------
                                              February 27,      February 28,
                                                 1999               1998
                                           -------------------------------------
<S>                                        <C>                 <C>     
Net Earnings (numerator)                           $  6,210            $  5,337

Basic EPS:
   Weighted average number of common
     shares outstanding (denominator)            23,958,906          24,261,292

      Basic per share amount                          $0.26               $0.22
                                           =================  ==================
Diluted EPS:
   Weighted average number of common
     shares outstanding                          23,958,906          24,261,292

   Dilutive effect of stock options                 416,973             408,750
                                                                                
                                           -----------------  ------------------
      Diluted weighted average number of
        common shares outstanding
        (denominator)                                         
                                                 24,375,879          24,670,042

      Diluted per share amount                        $0.25               $0.22
                                           =================  ==================
</TABLE>

     The following options were not included in the computation of diluted
     earnings per share as the options' exercise prices were greater than the
     average market price of the common shares during the respective quarter and
     year-to-date periods:

<TABLE>
<CAPTION>
                                                                   Weighted
                                                               Average Exercise
                                               Options               Price
                                           ----------------   ------------------
<S>                                            <C>                  <C>   
First quarter ended February 27, 1999          508,864              $19.86

</TABLE>


3.   COMPREHENSIVE EARNINGS
     ----------------------

     Effective December 1, 1998, the Company adopted Statement of Financial
     Accounting Standards No. 130 (SFAS 130) "Reporting Comprehensive Income,"
     which establishes standards for reporting and displaying comprehensive
     income and its components. Foreign currency translation adjustments, which
     the Company previously reported separately in shareholders' equity, are now
     included in other comprehensive earnings. The adoption of this Statement
     has no impact on the Company's net earnings or shareholders' equity. Prior
     year financial statements have been reclassified to conform to the
     requirements of SFAS 130.


                                  Page 6 of 13


<PAGE>   8

CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 
(Dollars in Thousands, Except Per Share Data)
(Unaudited)  Continued
--------------------------------------------------------------------------------

3.   COMPREHENSIVE EARNINGS (Continued)
     ----------------------------------

     The Company's total comprehensive earnings and its components are as
follows:

<TABLE>
<CAPTION>
                                                          Quarter Ended
                                                  -----------------------------
                                                   February 27,    February 28,
                                                       1999            1998
                                                  -------------   -------------
<S>                                                 <C>              <C> 
Net earnings                                        $   6,210        $   5,337
                                                                              
Other comprehensive earnings, net of tax:
    Foreign currency translation adjustments             (450)            (275)
                                                                            
                                                  -------------   -------------

Total comprehensive earnings                        $   5,760        $   5,062
                                                       
                                                  =============   =============
</TABLE>


4.   SEGMENT DATA
     ------------

     The Company operates in three principal product segments: Engine/Mobile
     Filtration, Industrial/Environmental Filtration, and Packaging. The segment
     data for the quarters ended February 27, 1999 and February 28, 1998,
     respectively, are shown below. Net sales represent sales to unaffiliated
     customers, as reported in the consolidated condensed statements of
     earnings. Intersegment sales were not material.

<TABLE>
<CAPTION>
                                                      Quarter Ended
                                          --------------------------------------
                                            February 27,         February 28,
                                                1999                 1998
                                          -----------------    -----------------
<S>                                             <C>                  <C>       
Net sales by segment:
   Engine/Mobile Filtration                     $   53,576           $   51,625
                                                                
   Industrial/Environmental Filtration              32,698               31,621
                                                                
   Packaging                                        12,892               14,540
                                          -----------------    -----------------

                                                $   99,166           $   97,786
                                          =================    =================
Operating profit by segment:
   Engine/Mobile Filtration                     $    8,854           $    7,418
                                                                          
   Industrial/Environmental Filtration                 626                  538
                                                                            
   Packaging                                           558                  934
                                          -----------------    -----------------

                                                $   10,038           $    8,890
                                          =================    =================
</TABLE>


5.    RECLASSIFICATIONS
      -----------------

      Certain reclassifications have been made to conform prior years' data to
      the current presentation. These reclassifications had no effect on 
      reported earnings.


                                  Page 7 of 13

<PAGE>   9


Part I - Item 2
---------------
                      MANAGEMENT'S DISCUSSION AND ANALYSIS 
                      ------------------------------------
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ------------------------------------------------


RESULTS OF OPERATIONS: FIRST QUARTER OF 1999 COMPARED WITH FIRST QUARTER OF
1998.

CLARCOR reported a solid first quarter with record sales, operating profit, net
earnings and earnings per share in the first quarter of 1999.

Net sales of $99,166,000 increased 1.4% from $97,786,000 reported for the first
quarter of 1998. Increased sales from the Company's two filtration segments were
partially offset by lower sales from the Packaging segment. The Engine/Mobile
Filtration segment reported increased sales of 3.8% to $53,576,000 from
$51,625,000 recorded in 1998. A significant increase in sales for the segment's
light-duty filter brand was combined with strong sales to the heavy-duty
aftermarket and railroad industry. The Company's Industrial/Environmental
Filtration segment recorded a 3.4% increase in sales for the quarter. The
additional sales recorded in first quarter 1999 from several 1998 acquisitions
principally offset a significant sale in 1998 of gas turbine filtration
equipment and filters that did not recur in the 1999 quarter. The Packaging
segment reported an 11.3% decrease in sales for the 1999 quarter primarily as a
result of lower sales of promotional packaging and plastic closures. The lower
promotional sales were partially due to the bankruptcy of a major customer in
August of 1998.

Operating profit for first quarter 1999 was $10,038,000 which compares to
$8,890,000 in 1998, an increase of 12.9%. Operating profit was 10.1% of net
sales in 1999 compared to 9.1% in 1998. Continued cost reduction initiatives
throughout the Company positively impacted the operating margin in 1999.

The Engine/Mobile Filtration segment recorded an operating profit increase in
1999 that resulted in an operating margin of 16.5% compared to 14.4% in 1998.
The increased profit for first quarter 1999 resulted primarily from higher sales
volumes and profit for the light-duty filter brand, continued productivity
improvements, and significantly lower material costs. The improvement in
operating profit was partially offset by continued competitive pricing
discounts. The Industrial/Environmental Filtration segment reported an increase
in operating profit in 1999 primarily due to the integration of the 1998
acquisitions and productivity improvements while costs related to new product
introductions reduced the reported operating profit in 1999. The Packaging
segment's 40.3% decrease in operating profit resulted from significantly lower
promotional packaging sales and lower sales of plastic closures during the 1999
quarter. Productivity improvements and material cost reductions positively
impacted the operating margin for the 1999 quarter.

Net other expense for the quarter of $235,000 included reduced interest expense
and higher interest income than recorded in 1998 as a result of lower debt and
higher cash balances during the 1999 quarter.

Earnings before income taxes and minority interests for the first quarter of
1999 totaled $9,803,000, up from $8,533,000 in the comparable quarter last year.



                                  Page 8 of 13



<PAGE>   10



                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                      ------------------------------------
           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
           -----------------------------------------------------------

The provision for income taxes in 1999 was $3,602,000, an effective rate of
36.7% and compares to an effective tax rate of 37.6% of pre-tax earnings in the
1998 quarter. The reduction in the effective rate is principally due to reduced
state income taxes.

Net earnings in the first quarter of the current year were $6,210,000, or $0.25
per share on a diluted basis. The 1998 net earnings for the quarter of
$5,337,000, resulted in diluted earnings per share of $0.22. The increase in net
earnings and diluted earnings per share of 16.4% and 13.6%, respectively,
resulted principally from higher sales and improved operating margins.

Average shares outstanding were 23,958,906 and diluted average shares
outstanding were 24,375,879 at the end of the first quarter of 1999.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities totaled $6,003,000 and included increased
net earnings, depreciation and amortization offset partially by increased
investment in assets, net of liabilities, from the first quarter of 1998. Cash
flows used in investing activities increased in the first quarter of 1999
primarily due to the cash used for additions to plant assets of $6,049,000
compared to $2,704,000 in 1998. The 1998 quarter included the payment for the
Air Technologies, Inc. acquisition and also included $2,500,000 received as
payment on a note receivable. Cash flows used by financing activities of
$3,763,000 in 1999 included payments on long-term debt of $214,000 compared to
$736,000 in 1998. During the 1999 quarter, the Company repurchased 50,000 shares
of common stock for $897,000 and paid dividends of $2,690,000. The 1998 dividend
payments during the first quarter totaled $2,659,000.

CLARCOR's current operations continue to generate adequate cash to fund
operating needs, pay dividends, and provide for the repayment of the Company's
long-term debt. Sufficient lines of credit remain available to fund current
operating needs. Anticipated capital expenditures of approximately $25,000,000
for fiscal year 1999 will be greater than the total of $15,825,000 in 1998. The
1999 amounts will be used to increase production capacity, reduce manufacturing
costs and develop new filtration products. In addition, the expansion to the
Kearney, Nebraska facility will be completed.

The Company's financial position at the end of the first quarter was not
significantly different from fiscal year-end 1998. Cash and short-term
investments totaled $29,098,000 at the end of the quarter, a reduction of
$4,223,000 from year-end. The current ratio at the end of the first quarter was
3.0:1 compared to 2.7:1 at the end of fiscal 1998. The current year ratio of
long-term debt to total capitalization was 16.2% and approximated the level at
year-end.

At February 27, 1999, CLARCOR had 23,930,125 shares of common stock outstanding.

YEAR 2000

For several years the Company has been reviewing Year 2000 issues related to the
impact on its computer systems and operating facilities. Management has assigned
internal project teams to review all computer-operated machinery and related
software to assure that key financial,


                                  Page 9 of 13



<PAGE>   11



                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                      ------------------------------------
           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
           -----------------------------------------------------------

information and operating systems have been assessed. Key suppliers and outside
parties that may also have Year 2000 issues which could impact the Company have
been contacted and have been asked to verify their Year 2000 readiness. The
Company is testing interaction with such outside party systems where
appropriate. In addition, the Company has assessed products sold by the Company
and believes that there is no material exposure to contingencies related to the
Year 2000 issue; however, additional testing of date-sensitive components will
continue throughout 1999. Management believes that all key areas that may be
impacted by the Year 2000 date have been assessed and remediation plans have
been developed. As of the end of the first quarter of 1999, no significant
issues have been identified and the Company has not incurred any material costs
related to the assessment of its Year 2000 issues.

Remediation plans have been developed to address systems modifications and most
of these modifications have already been implemented and tested. During 1998 the
Company set a target date for the end of the second quarter of 1999 as a date
for assuring that all information processing and operating systems have been
fully tested and remediation plans implemented. As of the end of the first
quarter of 1999, the Company believes that this target date is attainable in all
material respects. Where outside suppliers are not able to verify their
readiness by that date, backup suppliers will be identified to the extent
possible. The Company is developing contingency plans that will address the
Company's exposure to any material failure as a result of noncompliance by third
parties; however, with respect to certain vendors, particularly utility vendors,
alternative suppliers may not be readily available. Management believes that the
Company is devoting the necessary resources to identify and resolve significant
Year 2000 issues and to minimize the risk of noncompliance in a timely manner.

Based on the assessment and remediation plans implemented at this time, the
total cost of addressing compliance is less than $1.5 million, most of which was
spent prior to fiscal 1999. Any additional costs are not expected to have a
material adverse impact on the Company's financial position, results of
operations or cash flows in the future. However, the Year 2000 problem is
pervasive and complex as virtually every computer operation may be affected in
some way. Consequently, no assurance can be given that year 2000 compliance can
be achieved without costs that might have a material adverse effect upon the
Company's business, financial condition, results of operation, and business
prospects.

OUTLOOK

Sales growth is expected to be stronger over the next three quarters than the
first quarter level. Although the order rate in each of the Company's segments
was somewhat slower than expected during the first quarter, management believes
that business has not generally been lost, but that customers have become more
careful in buying activity and have delayed some orders. The order rate and
customer order patterns continue to be closely monitored. The Packaging segment
is still in the transition to a business model focused on growth in its core
strength of flat sheet metal lithography, and this repositioning is expected to
result in improved sales in the second half of fiscal 1999. Based upon orders
already in-house, a resurgence in plastic closure sales and profitability is
expected for the remainder of fiscal 1999.



                                  Page 10 of 13



<PAGE>   12



                      MANAGEMENT'S DISCUSSION AND ANALYSIS 
                      ------------------------------------
           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
           -----------------------------------------------------------

The profitability improvement in the first quarter was substantially due to the
continued emphasis on cost reduction programs. When slower order rates were
recognized in the first quarter, discretionary spending was curtailed in areas
that do not affect the Company's growth programs. This same emphasis on cost
control is expected to maintain operating margins for the remainder of the year.
Overall, record sales and profits are expected for fiscal 1999. Capital
expenditure spending is expected to continue at the planned rate, as these
investments remain important for the Company's future growth.

FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY

Certain statements quoted in the body of this report, and statements in the
"Outlook" section of this report are forward-looking. These statements involve
risk and uncertainty. Actual future results and trends may differ materially
depending on a variety of factors including: the volume and timing of orders
received during the quarter, the mix of changes in distribution channels through
which the Company's products are sold, the timing and acceptance of new products
and product enhancements by the Company or its competitors, changes in pricing,
product life cycles, purchasing patterns of distributors and customers, raw 
material costs, competitive conditions in the industry, business cycles 
affecting the markets in which the Company's products are sold, the
effectiveness of plant conversions and productivity improvement programs, the
management of both growth and acquisitions, third-party compliance with Year
2000 readiness, the Company's internal Year 2000 readiness, extraordinary
events, such as litigation or acquisitions, including related charges, and
economic conditions generally or in various geographic areas. All of the
foregoing matters are difficult to forecast. The future results of the Company
may fluctuate as a result of these and the other risk factors detailed from time
to time in the Company's Securities and Exchange Commission reports.

Due to the foregoing items, it is possible that, in some future quarters, the
Company's operating results will be below the expectation of some stock market
analysts and investors. In such event, the price of the CLARCOR common stock
could be materially adversely affected.





                                  Page 11 of 13


<PAGE>   13



Part II - Other Information
---------------------------

Item 4  -  Submission of Matters to a Vote of Security Holders
--------------------------------------------------------------

           At the annual meeting of shareholders of CLARCOR Inc. held on March
           23, 1999, all of management's nominees for directors, as listed in
           the proxy statement dated February 18, 1999, were elected. In
           addition, the shareholders approved the Amendment to the Company's
           Second Restated Certificate of Incorporation, as described in the
           proxy statement dated February 18, 1999. The Company had 23,980,125
           shares of common stock outstanding as of the close of business on the
           February 10, 1999 record date, and the holders of 21,502,337 shares
           of common stock were present at the meeting, in person or by proxy.


           The three nominees elected received votes as follows:

<TABLE>
<CAPTION>
                                                            For                     Withheld
                                                            ---                     --------
<S>                                                     <C>                         <C>    
                   Milton R. Brown                      21,369,028                  133,309
                   Robert H. Jenkins                    21,225,061                  277,276
                   Don A. Wolf                          21,365,516                  136,821
</TABLE>

           The proposal to approve the Amendment to the Company's Second
           Restated Certificate of Incorporation received votes as follows:

<TABLE>
<CAPTION>
                           For                   Against                 Withheld               Non-votes
                           ---                   -------                ---------               ---------
<S>                     <C>                     <C>                      <C>                    <C>      
                        15,636,291              4,218,982                210,572                1,436,492
</TABLE>

Item 6a   -  Exhibit 27   Financial Data Schedule.

Item 6b   -  No Form 8-K was filed during the quarter ended February 27, 1999.





                                  Page 12 of 13



<PAGE>   14


                                    SIGNATURE
                                    ---------



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.





                                  CLARCOR INC.
                                  (Registrant)



    March 26, 1999                 By          /s/ Bruce A. Klein
----------------------               ------------------------------------------
       (Date)                          Bruce A. Klein, Vice President - Finance
                                            and Chief Financial Officer






                                  Page 13 of 13