<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                    FORM 10-Q
(Mark One)

 [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1999

                                       OR

 [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

             For the transition period from _________ to __________


                         Commission File Number 0-12659

                            U.S. SHELTER CORPORATION
             (Exact name of registrant as specified in its charter)


              DELAWARE                            57-0769881
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                Identification No.)

                               201 Lavinia Avenue
                              Greenville, SC 29601
                (Address of principal executive office)(Zip code)

                                 (864) 242-6631
                         (Registrant's telephone number)


         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 [ ]

The registrant had 9,629,793 shares of Common Stock outstanding as of August 12,
1999.


                                      -1-
<PAGE>   2

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


U.S. SHELTER CORPORATION

CONDENSED STATEMENTS OF NET ASSETS IN LIQUIDATION
JUNE 30, 1999 (UNAUDITED) AND DECEMBER 31, 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 June 30,            December 31,
                                                                   1999                  1998
                                                               (unaudited)                (1)
<S>                                                            <C>                   <C>
ASSETS
  Investment in common stock of
      Insignia Financial Group, Inc. - New (Note 3)            $3,219,038            $3,717,222
  Investment in common stock of
      Apartment Investment and
      Management Company (Note 3)                               4,704,809                  --
  Investment in preferred convertible class E
      stock of Apartment Investment and
      Management Company (Note 3)                                    --               4,515,998
  Cash and cash equivalents                                       491,019                28,132
  Dividends receivable (Note 3)                                      --                 681,305
                                                               ----------            ----------
          Total Assets                                          8,414,866             8,942,657
                                                               ----------            ----------


LIABILITIES

  Estimated costs during period of liquidation
      and accrued liabilities (Note 4)                            368,842               942,302
  Taxes payable (Note 5)                                          153,000               260,000
                                                               ----------            ----------
          Total Liabilities                                       521,842             1,202,302
                                                               ----------            ----------


NET ASSETS IN LIQUIDATION                                      $7,893,024            $7,740,355
                                                               ==========            ==========
</TABLE>


(1) Derived from audited financial statements as of and for the year ended
December 31, 1998.



See notes to unaudited condensed financial statements.



                                      -2-
<PAGE>   3

U.S. SHELTER CORPORATION

CONDENSED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
THREE MONTHS ENDED JUNE 30, 1999 AND 1998 (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                               1999                    1998

<S>                                                       <C>                      <C>
Net Assets in Liquidation as of April 1                   $  8,342,256             $ 10,910,484
                                                          ------------             ------------

Changes during the period:

    Unrealized loss on common stock                           (376,976)                (234,432)

    Realized loss on sale of common stock                         --                       (871)

    Increase in estimated costs during period                 (153,000)                    --
        of liquidation and accrued liabilities

    Dividends and interest earned                               73,744                     --

    Federal income tax benefit                                   7,000                     --
                                                          ------------             ------------

    Net changes during the period                             (449,232)                (235,303)
                                                          ------------             ------------

Net Assets in Liquidation as of June 30                   $  7,893,024             $ 10,675,181
                                                          ============             ============
</TABLE>

See notes to unaudited condensed financial statements.



                                      -3-
<PAGE>   4

U.S. SHELTER CORPORATION

CONDENSED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                     1999                    1998
<S>                                                             <C>                      <C>

Net Assets in Liquidation as of January 1                       $  7,740,355             $  9,986,756
                                                                ------------             ------------

Changes during the period:

    Unrealized gain on common stock                                  182,774                  709,296

    Unrealized loss on preferred stock                               (53,399)                    --

    Realized gain (loss) on sale of common stock                      13,631                     (871)

    Increase in estimated costs during the period of                (153,000)                    --
      liquidation and accrued liabilities

    Dividends and interest earned                                    155,663                     --

    Federal income tax benefit (expense)                               7,000                  (20,000)
                                                                ------------             ------------

    Net changes during the period                                    152,669                  688,425
                                                                ------------             ------------

Net Assets in Liquidation as of June 30                         $  7,893,024             $ 10,675,181
                                                                ============             ============
</TABLE>



See notes to unaudited condensed financial statements.


                                      -4-
<PAGE>   5

U.S. SHELTER CORPORATION


NOTES TO CONDENSED FINANCIAL STATEMENTS (LIQUIDATION BASIS)
SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (UNAUDITED)
--------------------------------------------------------------------------------


1.    OPERATIONS PRIOR TO PLAN OF LIQUIDATION AND THE COMPANY'S PLAN OF
      LIQUIDATION

      Prior to the sale of substantially all of the Company's operating assets
      and the plan of liquidation, the Company operated in three segments:
      property management and leasing, mortgage banking, and real estate
      interests. The property management and leasing segment managed apartment
      complexes and managed and leased commercial properties. The mortgage
      banking segment originated loans on commercial properties. The real estate
      interests segment sold real estate owned by the Company, held mortgage
      loans issued in connection with sales of properties, and served as a
      general partner in partnerships organized by the Company.

      On December 31, 1990, the Company obtained shareholder approval and the
      Company completed the sale of substantially all of its assets (except
      Malibu Savings Bank, a wholly-owned subsidiary of the Company) to Insignia
      Financial Group, Inc. ("Insignia"). On November 27, 1991, the Company
      filed a certificate of dissolution with the Secretary of the State of
      Delaware. The Delaware Chancery Court ordered the Company's existence to
      continue for the sole purpose of winding up its affairs, including the
      prosecution and defense of suits by or against it, the discharge of its
      liabilities and the distribution to its shareholders of any remaining
      assets.

      On January 11, 1991, the Office of Thrift Supervision declared Malibu
      Savings Bank insolvent, placed it into receivership, and appointed the
      Resolution Trust Company ("RTC") as conservator. Accordingly, Malibu
      Savings Bank ceased to exist as a subsidiary of the Company.

      Subsequent to commencement of dissolution, the Company's activities have
      involved winding up the Company's affairs, including the defense and
      settlement of various claims against the Company. The Company commenced
      liquidation activities in 1991 and management will attempt to implement a
      distribution to shareholders subject to the following conditions being
      met, and subject to the approval of the Delaware Chancery Court (the
      "Court"). These conditions are: (1) finalizing an agreement with a law
      firm for defense and indemnification of certain liabilities (see Note 4),
      and (2) any other matters required to be accomplished by the Court prior
      to the distribution. It is the Company's intention to complete the
      liquidation during the third quarter of fiscal 1999. There were no
      distributions to shareholders under the plan of liquidation in the six
      months ended June 30, 1999 and 1998, respectively.


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      BASIS OF PRESENTATION AND USE OF ESTIMATES - As a result of the
      dissolution of the Company commenced on November 27, 1991, the Company
      changed its basis of accounting from a going-concern basis to the
      liquidation basis of accounting. Under the liquidation basis of
      accounting, assets and liabilities are stated at their estimated net
      realizable value and estimated costs through the liquidation are provided
      to the extent reasonably determinable. All costs incurred in the six
      months ended June 30, 1999 and 1998, respectively, have been charged to
      the liability account, Estimated Costs During Period of Liquidation, that
      was initially established upon adoption of the liquidation basis of
      accounting. During the three months ended June 30,



                                      -5-
<PAGE>   6

      1999 a net provision of $153,000 for net additional estimated costs during
      the period of liquidation was recorded due to the Company's reassessment
      of estimated costs to liquidate.

      As a result of the change in the Company's basis of accounting from the
      going-concern basis to the liquidation basis, assets in all years have
      been valued at estimated net realizable value, and liabilities in all
      years have been reflected at their estimated settlement amounts including
      estimated costs to be incurred during the period of liquidation. The
      valuation of assets and liabilities is based on management's estimates and
      assumptions as of the date of the financial statements; actual realization
      of the assets and settlement of liabilities could be higher or lower than
      the amounts indicated. There are a number of important factors which could
      cause actual results to differ from the estimates, including the
      settlement amount of claims and other liabilities to be paid in the
      liquidation, the amounts to be received for assets which have not yet been
      sold, and the time period and actual costs necessary to complete the plan
      of liquidation.

      The interim financial data as of and for the six months ended June 30,
      1999 and 1998 are unaudited and are presented on the liquidation basis of
      accounting in accordance with generally accepted accounting principles for
      interim financial information. Accordingly, they do not include all of the
      information and notes required by generally accepted accounting principles
      for complete financial statements. In management's opinion, all
      adjustments (consisting only of adjustments of a normal, recurring nature)
      necessary for a fair presentation have been included. The December 31,
      1998 financial information was derived from audited financial statements,
      but excludes certain disclosures included in the Company's audit report.

      These financial statements should be read in conjunction with the audited
      financial statements and notes thereto for the year ended December 31,
      1998, as well as the other information included in the Company's annual
      report filed on Form 10-K. The statements of changes in net assets in
      liquidation for the interim periods presented are not necessarily
      indicative of the results for the year ending December 31, 1999 or any
      other interim period.

      CASH AND CASH EQUIVALENTS - The Company considers all highly liquid
      investments with an original maturity of three months or less when
      purchased to be cash equivalents.


3.    INVESTMENTS

      In September 1998, as a result of the proposed merger of the residential
      property management operations of Insignia with Apartment Investment and
      Management Company ("AIMCO"), Insignia shareholders approved the spin-off
      and distribution by Insignia to its stockholders of all of the outstanding
      common stock of Insignia/ESG Holdings, Inc., a subsidiary of Insignia
      ("Holdings"). Holdings includes primarily the commercial real estate
      service, residential brokerage, and mortgage banking operations of
      Insignia. As a result of this distribution, each holder of shares of Class
      A common stock of Insignia received two shares of Holdings common stock
      for each three shares of Insignia common stock held. The shares of
      Insignia common stock continued to represent issued and outstanding shares
      of Insignia common stock ("Class A New common stock").

      In October 1998, Insignia completed its merger with AIMCO, and on October
      7, 1998, shareholders of Insignia Class A New common stock received AIMCO
      cumulative preferred convertible Class E shares in exchange for shares of
      Insignia Class A New common stock at a rate of approximately 0.262 AIMCO
      cumulative preferred convertible Class E shares per share of Insignia
      Class A New common stock. Accordingly, the Company received 122,054 shares
      of AIMCO preferred stock at that time.

      In November 1998, Holdings reassumed the original corporate name, Insignia
      Financial Group, Inc. Holdings shares also reassumed Insignia's original
      New York Stock Exchange trading symbol, IFS, and trading of the former
      Holdings' common shares under Insignia's original trading symbol commenced
      on



                                      -6-
<PAGE>   7

      November 2, 1998. The name and trading symbol of Holdings common stock
      changed at that time. The shares of the former Holdings common stock are
      included in the statements of net assets in liquidation at June 30, 1999
      and December 31, 1998 as "Insignia Financial Group, Inc. - New" common
      stock.

      On December 21, 1998, AIMCO declared a one-time special dividend of $5.582
      per share of its preferred convertible Class E stock. This dividend was
      payable on January 15, 1999 to the stockholders of record on December 31,
      1998 and was accrued by the Company as a dividend receivable at December
      31, 1998. Upon payment of this one-time special dividend, each share of
      the Series E cumulative preferred convertible stock automatically
      converted into one share of AIMCO Class A common stock.

      The Company owned 306,575 shares of Insignia Financial Group, Inc. - New
      common at June 30, 1999 and December 31, 1998. The closing market price
      was $10.50 and $12.125 per share at June 30, 1999 and December 31, 1998,
      respectively.

      The Company owned 110,054 shares of AIMCO Class A common stock at June 30,
      1999 and 122,054 shares of AIMCO cumulative preferred convertible Class E
      stock at December 31, 1998. The closing market price of the AIMCO Class A
      common stock was $42.75 per share at June 30, 1999 and the closing market
      price of the AIMCO cumulative preferred convertible Class E stock was $37
      per share at December 31, 1998.

      Realized and unrealized gains and losses are included in the accompanying
      statements of changes in net assets in liquidation.


4.    ESTIMATED COSTS DURING PERIOD OF LIQUIDATION AND ACCRUED LIABILITIES

      The Company commenced liquidation activities in 1991 and provided an
      estimate of the costs to liquidate the Company at that time. The actual
      amount of this liability may vary significantly depending on the length of
      time required to complete the plan of liquidation and complexities which
      may arise in disposing of the remaining assets. The remaining estimated
      costs to liquidate at June 30, 1999 and December 31, 1998, represent known
      liabilities and estimated legal, accounting, and other fees necessary to
      liquidate and distribute the remaining assets, if any, of the Company.
      During the three months ended June 30, 1999 a net provision of $153,000
      for net additional estimated costs during the period of liquidation was
      recorded due to the Company's reassessment of estimated costs to
      liquidate.

      Included in the estimated costs to liquidate at June 30, 1999 is an
      accrual for $175,000 which represents the cost of a proposed agreement
      between the Company and a law firm whereby the law firm would agree to
      defend the Company and to indemnify the Company from and against claims or
      other costs arising after distribution of the remaining net assets to the
      Company's shareholders (the "Proposed Defense and Indemnification
      Agreement"). The terms of the Proposed Defense and Indemnification
      Agreement would expire on December 31, 2003. Management expects that the
      Proposed Defense and Indemnification Agreement will be finalized during
      the third quarter of fiscal 1999. Members of the law firm, which is a
      party to the proposed agreement, are also shareholders in the Company.



                                      -7-
<PAGE>   8

5.    TAXES PAYABLE

      Taxes payable consist of the following:

                                               June 30,          December 31,
                                                 1999                1998
                                               --------            --------
      Federal income taxes payable             $153,000            $160,000
      State and local taxes payable                --               100,000
                                               --------            --------
                                               $153,000            $260,000
                                               ========            ========


      The Federal income taxes payable, as described below, represents estimated
      alternative minimum income taxes payable upon the sale of the Company's
      investments.

      The resolution of certain state and local taxes claimed in prior years by
      various state and local taxing authorities is expected by management to be
      assumed by a law firm in accordance with the terms of the Proposed Defense
      and Indemnification Agreement discussed in Note 4. Accordingly, the
      liability for such claims was reduced to zero at June 30, 1999.

      No other taxes have been provided for Federal and state income tax
      purposes due to the availability of net operating loss carryforwards of
      approximately $15.2 million for Federal purposes and $14.9 million for
      state purposes at both June 30, 1999 and December 31, 1998. These net
      operating loss carryforwards are available to offset future income, with
      certain limitations, and begin to expire in 2003. Alternative minimum
      income taxes are expected to be payable under the alternative minimum
      income tax provisions of the Internal Revenue Code because only a portion
      of the Federal net operating loss carryforwards can be utilized to offset
      alternative minimum taxable income. Although the payment of Federal
      alternative minimum income tax usually gives rise to a credit against
      future regular Federal income tax liabilities, the liquidation position of
      the Company makes it unlikely that any deferred tax asset created by the
      payment of the alternative minimum income tax will ever be realized.
      Therefore, the Company has not recorded a deferred tax asset related to
      the payment of Federal alternative minimum tax.


6.    LITIGATION

      The Company was one of several defendants in a lawsuit filed by
      Metropolitan Life Insurance Company ("MetLife"). In the action, MetLife
      sought damages for siding installed on apartment buildings it owns in West
      Palm Beach, Florida. According to the complaint, MetLife purchased the
      property from the Company in 1989 and claimed breach of warranty against
      the Company based on allegedly defective work and improper materials. The
      action was filed in July 1996 and was settled in March 1999. The Company's
      share of the settlement was $625,000. Such amount, net of a $215,000
      reduction in estimated legal fees, was provided as additional Estimated
      Costs During Period of Liquidation at December 31, 1998 (see Note 4).



                                      -8-
<PAGE>   9

7.    COMMON STOCK OF THE COMPANY

      As described in Note 1, the Company has adopted the liquidation basis of
      accounting. Accordingly, the presentation of per share data in the
      accompanying statements of changes in net assets in liquidation has been
      omitted.

      For all periods presented, the Company had 20,000,000 authorized shares of
      common stock, $1 par value and 9,629,793 shares of common stock issued and
      outstanding.


                                    ********



                                      -9-
<PAGE>   10

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

         The following discussion should be read in conjunction with the
Company's financial statements and the notes thereto.

         The Company sold substantially all of its assets to Insignia Financial
Group, Inc. on December 31, 1990, and on November 27, 1991 filed a Certificate
of Dissolution with the Delaware Secretary of State. As a result, the Company
changed its basis of accounting from a going-concern basis to a liquidation
basis. During the period ended June 30, 1999, the Company's activities have been
limited to continuing its winding up and liquidation. Management believes that
the liquidation of the Company will be finalized during the third quarter of
fiscal 1999.

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998

         The Company's net assets in liquidation were $7,893,024 at June 30,
1999, compared to $7,740,355 at December 31, 1998, representing an increase in
net assets in liquidation of $152,669 during the six month period. This is
primarily attributable to dividends received from the Apartment Investment and
Management Company Class A common stock (the "AIMCO Stock") during the six
months ended June 30, 1999 and unrealized gains on the Company's investment in
common stock.

         Realized and unrealized gains and losses on investment securities are
included in determining net assets under the liquidation basis of accounting.
For financial reporting purposes, the Company adjusts its investment in stocks
to market value at the end of each financial reporting period. At June 30, 1999,
the Company's principal assets are the Insignia Stock and the AIMCO Stock. The
AIMCO Stock, formerly AIMCO cumulative convertible Class E preferred stock until
its conversion to Class A common stock during January 1999, was obtained by the
Company in October 1998 as a result of the merger of the residential property
management operations of Insignia with AIMCO.

         The common stock of Insignia held by the Company at June 30, 1999
relates primarily to the commercial real estate services brokerage and mortgage
banking operations of Insignia which were spun-off by Insignia during late 1998.
The Company owned 306,575 shares of the Insignia Stock at June 30, 1999 and
December 31, 1998. The closing price per share of the Insignia Stock at June 30,
1999 and December 31, 1998 was $10.50 and $12.12, respectively. The Company
recorded an unrealized loss on the Insignia Stock of $498,184 for the six months
ended June 30, 1999 compared to an unrealized gain on Insignia Stock of $709,296
for the six months ended June 30, 1998 due primarily to market fluctuations in
the price of the Insignia Stock.

         At the date of the conversion of the AIMCO cumulative convertible Class
E preferred stock during January 1999, the Company received an equivalent number
of shares of AIMCO Common Class A Stock. The Company recorded an unrealized loss
on preferred stock of $53,399 at that time. After the conversion into common
stock, the Company sold 12,000 shares of the AIMCO Stock in order to pay a legal
settlement during the six month period ended June 30, 1999 (see further
discussion regarding settlement below). The Company owned 110,054 shares of the
AIMCO Stock at June 30, 1999. The Company recorded an unrealized gain on AIMCO
common stock of $680,959 from the date of conversion through June 30, 1999.

         The Company earns dividends on its investment in AIMCO Stock, which is
reflected in the six months ended June 30, 1999. No dividends were earned by the
Company in the six months ended June 30, 1998 as the Company's investment in
AIMCO began in the fourth quarter of 1998.

         The Company provided for estimated costs to liquidate effective
beginning in fiscal year 1991, when the Company changed its basis of accounting
from a going-concern basis to the liquidation basis.


                                      -10-
<PAGE>   11

Accordingly, estimated costs through the liquidation period were provided at
that time and all costs since then have been charged against such liability.

         The Company was one of several defendants in a lawsuit named by
Metropolitan Life Insurance Company ("MetLife"). In the action, MetLife sought
damages for siding installed on apartment buildings it owns in West Palm Beach,
Florida. According to the complaint, MetLife purchased the property from the
Company in 1989 and claimed breach of warranty against the Company based on
allegedly defective work and improper materials. The action was filed in July
1996 and was settled during March 1999. The Company provided $625,000 during the
three months ended December 31, 1998 due to the settlement of this matter,
offset by a reduction in estimated legal fees of $215,000 to defend the lawsuit.
See "Legal Proceedings."

         During the six months ended June 30, 1999, the Company recorded a net
provision of $153,000 for net additional estimated costs during the period of
liquidation due to the Company's reassessment of those costs.


QUARTER ENDED JUNE 30, 1999 COMPARED TO QUARTER ENDED JUNE 30, 1998

         The Company's net assets in liquidation were $7,893,024 at June 30,
1999, compared to $8,342,256 at March 31, 1999, representing a decrease in net
assets in liquidation of $449,232 during the three month period. This is
primarily attributable to unrealized losses on the Company's investment in
common stock during the three months ended June 30, 1999.

         Realized and unrealized gains and losses on investment securities are
included in determining net assets under the liquidation basis of accounting.
For financial reporting purposes, the Company adjusts its investment in stocks
to market value at the end of each financial reporting period. At June 30, 1999,
the Company's principal assets are common stock of Insignia Financial Group, Inc
- New (the "Insignia Stock") and Apartment Investment and Management Company
Class A common stock (the "AIMCO Stock"). The AIMCO Stock, formerly AIMCO
cumulative convertible Class E preferred stock until its conversion to Class A
common stock during January 1999, was obtained by the Company in October 1998 as
a result of the merger of the residential property management operations of
Insignia with AIMCO.

         The common stock of Insignia held by the Company at June 30, 1999
relates primarily to the commercial real estate services brokerage and mortgage
banking operations of Insignia which were spun-off by Insignia during late 1998.
The Company owned 306,575 shares of the Insignia Stock at June 30, 1999 and
March 31, 1999. The closing price per share of the Insignia Stock at June 30,
1999 and March 31, 1999 was $10.50 and $14.06, respectively. The Company
recorded an unrealized loss on the Insignia Stock of $1,092,327 for the three
months ended June 30, 1999 compared to an unrealized loss on Insignia Stock of
$234,432 for the three months ended June 30, 1998, due primarily to market
fluctuations in the price of the Insignia Stock.

         At the date of the conversion of the AIMCO cumulative convertible Class
E preferred stock during January 1999, the Company received an equivalent number
of shares of AIMCO Common Class A Stock. The Company recorded an unrealized loss
on preferred stock of $53,399 at that time. After the conversion into common
stock, the Company sold 12,000 shares of the AIMCO Stock in order to pay a legal
settlement during the three month period ended March 31, 1999 (see further
discussion regarding settlement below). The Company owned 110,054 shares of the
AIMCO Stock at March 31, 1999 and June 30, 1999. The Company recorded an
unrealized gain on AIMCO common stock of $715,351 for the quarter ended June 30,
1999.


                                      -11-
<PAGE>   12

         The Company earns dividends on its investment in AIMCO Stock, which is
reflected in the three months ended June 30, 1999. No dividends were earned by
the Company in the three months ended June 30, 1998 as the Company's investment
in AIMCO began in the fourth quarter of 1998.

         The Company provided for estimated costs to liquidate effective
beginning in fiscal year 1991, when the Company changed its basis of accounting
from a going-concern basis to the liquidation basis. Accordingly, estimated
costs through the liquidation period were provided at that time and all costs
since then have been charged against such liability.

         The Company was one of several defendants in a lawsuit named by
Metropolitan Life Insurance Company ("MetLife"). In the action, MetLife sought
damages for siding installed on apartment buildings it owns in West Palm Beach,
Florida. According to the complaint, MetLife purchased the property from the
Company in 1989 and claimed breach of warranty against the Company based on
allegedly defective work and improper materials. The action was filed in July
1996 and was settled during March 1999. The Company provided $625,000 during the
three months ended December 31, 1998 due to the settlement of this matter,
offset by a reduction in estimated legal fees of $215,000 to defend the lawsuit.
See "Legal Proceedings."

         During the three months ended June 30, 1999, the Company recorded a net
provision of $153,000 for net additional estimated costs during the period of
liquidation due to the Company's reassessment of those costs.


LIQUIDITY AND CAPITAL RESOURCES

         The Company has no short-term or long-term debt facilities available.
Cash used to pay the costs of winding up and liquidation comes primarily from
proceeds on the sale of investments held by the Company.


YEAR 2000 COMPLIANCE

         The inability of computers, software, and other equipment utilizing
microprocessors to recognize and properly process data fields containing a
two-digit year is commonly referred to as the "Year 2000 Compliance" issue. As
the year 2000 approaches, such systems may be unable to accurately process
certain databased information.

         The Company is in a state of liquidation and management expects that
the Company will be liquidated during the third quarter of fiscal 1999. The
Company's accounting records consist primarily of manual accounting records;
furthermore, the Company does not use any computer-based operating systems
(other than basic word processing functions) to conduct any of its liquidation
activities.

         The Company has no dependencies on vendors or third parties such that
the Year 2000 could have any material adverse effect on the Company's
activities. The Company does have significant investments (relative to the
Company's financial statements) in AIMCO Stock and Insignia Stock, both of whose
securities are traded on national exchanges. Accordingly, both AIMCO and
Insignia disclose their Year 2000 Compliance progress in their respective
filings on Form 10-K and Form 10-Q.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company does not invest in derivative financial instruments.
However, at June 30, 1999, the Company had significant investments in the Class
A common stock of Apartment Investment and Management Company ("AIMCO Stock")
and in the common stock of Insignia Financial Group, Inc.


                                      -12-
<PAGE>   13

("Insignia Stock"). The Company has reflected these investments in its financial
statements at fair value, as required by the liquidation basis of accounting.
The fair value of the AIMCO Stock was $4,704,809 and the fair value of the
Insignia stock was $3,219,038 at June 30, 1999, based on closing market prices
on national exchanges at that date. These investments are not held by the
Company for trading purposes. These investments are subject to market
fluctuations, however, and the Company believes fluctuations in the value of
these investments could have a material effect on the Company's financial
condition and changes in financial condition.

      The Company does not face other types of market risk.


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

      The Company was one of several defendants in a lawsuit filed by
Metropolitan Life Insurance Company ("MetLife"). In the action, MetLife sought
damages for siding installed on apartment buildings it owns in West Palm Beach,
Florida. According to the complaint, MetLife purchased the property from the
Company in 1989 and claimed breach of warranty against the Company based on
allegedly defective work and improper materials. The action was filed in July
1996 and was settled in March 1999. The Company's share of the settlement was
$625,000. Such amount, net of a $215,000 reduction in estimated legal fees, was
provided as additional Estimated Costs During Period of Liquidation at December
31, 1998.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

         Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         Not applicable.

ITEM 5.  OTHER INFORMATION.

         Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      List of Exhibits.

                  27       Financial Data Schedule.

         (b)      Reports on Form 8-K.

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



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<PAGE>   14

                                   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, on August 12, 1999.

                            U.S. SHELTER CORPORATION


                            By: /s/  William D. Richardson
                                ---------------------------------------
                                     William D. Richardson
                                     Sole Director and President*


*  There are no officers of the registrant other than the President.



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