<PAGE>
 
                                   Form 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
        [ X ]      OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the quarterly period ended September 30, 1996

                                      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 1-5666
                         -----------------------------


                            UNION TANK CAR COMPANY
            (Exact name of registrant as specified in its charter)


         Delaware                                36-3104688
         --------                                ----------
 (State or other jurisdiction of              (I.R.S. Employer
  incorporation or organization)             Identification Number)


              225 West Washington Street, Chicago, Illinois 60606
              ---------------------------------------------------
                   (Address of principal executive offices)

      Registrant's telephone number, including area code:  (312) 372-9500

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

There is no voting stock held by non-affiliates of the registrant. This report
is being filed by the registrant as a result of undertakings made pursuant to
Section 15(d) of the Securities Exchange Act of 1934 with respect to certain
long-term debt of the registrant.

Included in this filing are 10 pages, sequentially numbered in the bottom center
of each page.

                                      -1-
<PAGE>
 
                    UNION TANK CAR COMPANY AND SUBSIDIARIES
                                   FORM 10-Q
                                     INDEX

                                                                            Page
                                                                            ----
Part I.   Financial Information
 
     Item 1.
 
               Condensed consolidated statement of income -
                three and nine month periods ended
                September 30, 1996 and 1995                                  3
 
               Condensed consolidated balance sheet -
                September 30, 1996 and December 31, 1995                     4
 
               Condensed consolidated statement of cash flows -
                nine months ended September 30, 1996 and 1995                5
 
               Notes to condensed consolidated financial
                statements                                                 6 - 7
 
     Item 2.
 
               Management's Discussion and Analysis of
                Financial Condition and Results of Operations                8
 
Part II.  Other Information
 
     Item 1.
 
               Legal Proceedings                                             9
 
     Item 6.
 
               Exhibits and Reports on Form 8-K                              9
 
Signatures                                                                  10

                                      -2-
<PAGE>
 
                       PART I.    FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

                    UNION TANK CAR COMPANY AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENT OF INCOME
                            (Dollars in Thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
 
 
                                    Three Months Ended      Nine Months Ended
                                      September 30,          September 30,
                                   --------------------  ---------------------
                                      1996       1995       1996       1995
                                   ---------  ---------  ---------  ----------
<S>                                <C>        <C>        <C>        <C>
Revenues
   Services (leasing and other)     $131,382   $121,754   $392,397  $351,467
   Net sales                          41,846     82,607    101,922   186,194
                                    --------   --------   --------  --------
 
                                     173,228    204,361    494,319   537,661
   Other income                        5,931      3,636     25,030    13,893
                                    --------   --------   --------  --------
 
                                     179,159    207,997    519,349   551,554
 
Costs and expenses
   Cost of services                   72,799     68,496    218,622   190,640
   Cost of sales                      34,764     72,159     81,573   161,831
   General and administrative         13,775     13,794     40,591    41,900
   Interest                           17,911     20,216     54,589    61,945
                                    --------   --------   --------  --------
 
                                     139,249    174,665    395,375   456,316
                                    --------   --------   --------  --------
 
Income before income taxes            39,910     33,332    123,974    95,238
 
Provision for income taxes
   Current                            14,612     12,425     40,170    32,759
   Deferred income taxes
    and investment tax credits           755      1,259      7,077     3,650
                                    --------   --------   --------  --------
 
                                      15,367     13,684     47,247    36,409
                                    --------   --------   --------  --------
 
Net income                          $ 24,543   $ 19,648   $ 76,727  $ 58,829
                                    ========   ========   ========  ========
 
</TABLE>

           See notes to condensed consolidated financial statements.

                                      -3-
<PAGE>
 
                    UNION TANK CAR COMPANY AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEET
                            (Dollars in Thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>


                                                 September 30,   December 31,
                                                     1996            1995
                                                 -------------   ------------
<S>                                              <C>             <C>
ASSETS

Cash and cash equivalents                           $   58,200    $   28,781
Accounts receivable                                     77,672        71,065
Inventories                                             69,931        68,477
Due from affiliate                                           -        12,828
Prepaid expenses and deferred charges                    9,778         6,479
Advances to parent company,
   principally at LIBOR plus 1%                        136,463       171,161
Railcar lease fleet, net                             1,438,162     1,430,196
Fixed assets, net                                      146,758       148,985
Investment in aircraft direct financing lease           37,651        37,898
Other assets                                            24,785        27,476
                                                    ----------    ----------

                                                    $1,999,400    $2,003,346
                                                    ==========    ==========

</TABLE>
LIABILITIES, DEFERRED ITEMS AND STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>


<S>                                                     <C>           <C>
Accounts payable                                     $   19,433   $   31,795
Accrued liabilities                                     172,297      148,388
Borrowed debt                                           755,220      801,585
                                                     ----------   ----------
                                                        946,950      981,768 
Deferred income taxes                                                        
   and investment tax credits                           498,250      491,105 
                                                                             

Stockholder's equity
   Common stock and additional capital                  111,341      111,341
   Retained earnings                                    442,859      419,132 
                                                     ----------   ---------- 
       Total stockholder's equity                       554,200      530,473
                                                     ----------   ----------
 
                                                     $1,999,400   $2,003,346
                                                     ==========   ==========
</TABLE>
           See notes to condensed consolidated financial statements.

                                      -4-
<PAGE>
 
                    UNION TANK CAR COMPANY AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                            (Dollars in Thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
 
                                                                    Nine Months Ended
                                                                      September 30,
                                                                  ----------------------
                                                                     1996        1995
                                                                  ----------  ----------
<S>                                                               <C>         <C>
Cash flows from operating activities:
  Net income                                                      $  76,727   $  58,829
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                                  80,190      78,695
      Gain on disposition of railcars and other fixed assets        (13,363)     (1,892)
      Other non-cash income and expenses                                816       1,148
      Changes in assets and liabilities:
        Accounts receivable                                          (7,490)    (25,090)
        Inventories                                                  (1,962)    (14,249)
        Prepaid expenses and deferred charges                        (3,299)        414
        Accounts payable and accrued expenses                         7,578      33,091
        Deferred taxes                                                7,077       3,650
                                                                  ---------   ---------
 
Net cash provided by operating activities                           146,274     134,596
 
Cash flows from investing activities:
  Construction and purchase of railcars and other fixed assets     (232,376)   (155,323)
  Decrease (increase) in advance to parent                           34,439     (14,527)
  Proceeds from disposals of railcars and other fixed assets         22,011       5,750
  Repayments from affiliate                                          12,828         713
  Decrease in other assets                                            3,308      14,773
                                                                  ---------   ---------
 
Net cash used in investing activities                              (159,790)   (148,614)
 
Cash flows from financing activities:
  Proceeds from sale-leaseback transactions                         142,382     100,822
  Proceeds from issuance of borrowed debt                            14,231      26,063
  Principal payments of borrowed debt                               (60,716)    (54,211)
  Cash dividends                                                    (53,000)    (41,000)
                                                                  ---------   ---------
 
Net cash provided by financing activities                            42,897      31,674
Effect of exchange rates on cash and cash equivalents                    38       1,492
                                                                  ---------   ---------
 
Net increase in cash and cash equivalents                            29,419      19,148
 
Cash and cash equivalents at beginning of year                       28,781      15,303
                                                                  ---------   ---------
 
Cash and cash equivalents at end of period                        $  58,200   $  34,451
                                                                  =========   =========
 
Cash paid during the period for:
  Interest (net of amount capitalized)                            $  47,650   $  52,385
  Income taxes                                                       39,000      30,981
</TABLE>
           See notes to condensed consolidated financial statements.

                                      -5-
<PAGE>
 
                    UNION TANK CAR COMPANY AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            (Dollars in Thousands)
                                  (Unaudited)


1.  UNION TANK CAR COMPANY (the "Company") is a wholly-owned subsidiary of
    Marmon Industrial Corporation ("Marmon Industrial"). Marmon Industrial is a
    wholly-owned subsidiary of Marmon Holdings, Inc. ("Marmon Holdings"),
    substantially all of the stock of which is owned, directly or indirectly, by
    trusts for the benefit of certain members of the Pritzker family. As used
    herein, "Pritzker family" refers to the lineal descendants of Nicholas J.
    Pritzker, deceased.

2.  The accompanying unaudited condensed consolidated financial statements
    include all adjustments, consisting of normal recurring accruals, which the
    Company considers necessary for a fair presentation. These interim financial
    statements do not include all disclosures normally provided in annual
    financial statements. Accordingly, they should be read in conjunction with
    the consolidated financial statements and notes thereto in the Company's
    1995 Annual Report on Form 10-K/A.

    The 1996 interim results presented herein are not necessarily indicative of
    the results of operations for the full year 1996.

    Certain prior year amounts have been reclassified to conform to the current
    year's presentation.

3.  As more fully described in the Company's 1995 Annual Report on Form 10-K/A,
    under an arrangement with Marmon Industrial, the Company is included in the
    consolidated federal income tax return of Marmon Holdings. As a member of a
    consolidated federal income tax group, the Company is contingently liable
    for the federal income taxes of the other members of the group.

4.  The Company and its subsidiaries have been named as defendants in a number
    of lawsuits, and certain claims are pending. The Company has accrued what it
    reasonably expects to pay in resolution of these matters and, in the opinion
    of management, their ultimate resolution will not have a material effect on
    the Company's consolidated financial position or results of operations.

5.  Foreign currency translation adjustments and transaction gains and losses
    are assumed by the Company's parent. For the nine months ended September 30,
    1996 and 1995, Marmon Industrial absorbed a loss of $56 and a gain of
    $1,690, respectively.

6.  The Company's Canadian subsidiaries enter into foreign currency forward
    contracts to hedge against U.S. dollar exposures. Foreign currency forward
    contracts, all with initial maturities of less than one year, amounted to
    $7,853 at September 30, 1996, and $5,400 at  December 31, 1995.

                                      -6-
<PAGE>
 
7.  Summarized Financial Information of Procor Limited

    Summarized consolidated financial information for the Company's wholly-owned
    subsidiary, Procor Limited, is as follows:

<TABLE>
<CAPTION>
 
                                                             September 30,    December 31,
                                                                 1996             1995
                                                             -------------    ------------
        <S>                                                       <C>             <C>
        Balance Sheet:
           Railcar lease fleet, net                               $219,136        $229,132
           All other assets                                        181,399         177,505
           Borrowed debt                                           139,149         150,665
           All other liabilities                                   150,298         158,356
 
 
                                        Three Months Ended           Nine Months Ended
                                           September 30,               September 30,
                                        ------------------           -----------------
                                          1996       1995              1996      1995
                                        -------     ------           ------    -------     
                                        <C>        <C>               <C>       <C>  
        Statement of Income:
           Services and net sales       $28,844    $33,923           $95,421   $95,494
           Gross profit                   9,633     11,905            30,579    31,749
           Net income                     4,949      4,445            13,292    11,142
 
</TABLE>
8.  In May and June 1996, the Company entered into a sale-leaseback transaction
    with a trust for the benefit of an institutional investor pursuant to which
    it sold and leased back an aggregate of $142,382 in railcars. The Company
    has an option to purchase all or a portion of the railcars at a fixed
    purchase price on (i) July 2, 2006, (ii) July 2, 2012 (the base term lease
    expiration date) and (iii) July 2, 2018.

9.  In May and June 1996, the Company issued $14,231 in long-term equipment
    trust certificates to finance additions to its railcar fleet. The
    certificates bear interest at a rate of 7.21% per annum. Interest is due
    semi-annually through July 2, 2006, commencing in January, 1997. Principal
    will be due July 2, 2006.

                                      -7-
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS

Results of Operations
---------------------
3rd Quarter 1996 versus 1995
----------------------------
Service revenues increased $9.6 million. More than half of the increase resulted
from expansion of the Company's sulphur service processing operations with the
remaining increase primarily due to the effect of railcars added to the lease
fleet.

Sales revenues decreased $40.8 million primarily because of a shift in
proportion of new car deliveries from sale to lease.

Other income increased $2.3 million primarily due to the receipt of certain fees
in connection with the termination of an agreement pursuant to which a
subsidiary of the company was to acquire Hawker Siddeley Canada Inc.

Nine Months 1996 versus 1995
----------------------------
Service revenues increased $40.9 million. More than half of the increase
resulted from increased sulphur service processing operations with the remaining
increase primarily due to the effect of railcars added to the lease fleet. Gross
margin percentages decreased from the comparable period in 1995 primarily due to
the increase in railcar rental expenses from sale-leaseback transactions, which
was offset by decreased interest expense.

Sales revenues decreased $84.3 million primarily because of a shift in
proportion of new car deliveries from sale to lease.

Other income increased $11.1 million primarily due to a gain on the sale of a
storage facility used in the Company's liquefied petroleum gas storage
operations and the receipt of certain fees in connection with an agreement
pursuant to which a subsidiary of the company was to acquire Hawker Siddeley
Canada Inc.

Interest expense decreased $7.4 million primarily due to lower average balances
of debt outstanding and a lower average interest rate on debt outstanding.

Financial Condition
-------------------
1996 versus 1995
----------------
Operating activities provided $146.3 million of cash. These funds, along with
the proceeds from the sale-leaseback transaction, the issuance of borrowed debt
and the collection of funds advanced to parent were used to provide financing
for railcar additions, service borrowed debt obligations and pay dividends to
the Company's stockholder.

Management expects future cash to be provided from operating activities, long-
term railcar financings and collection of funds previously advanced to parent
will be adequate to provide for the continued expansion of the Company's
business and enable it to meet its debt service obligations.

                                      -8-
<PAGE>
 
                          PART II.  OTHER INFORMATION



Item 1.   Legal Proceedings

          Reference is made to "Business - Environmental Matters" in the
          Company's Annual Report on Form 10-K/A for the year ended December 31,
          1995 for a description of certain environmental matters.

          With respect to the administrative complaint filed in June, 1993, by
          the U.S. Environmental Protection Agency alleging the Company violated
          Section 313 of the Emergency Planning and Community Right-to-Know Act
          of 1986, the matter has been settled by the Company's agreement to pay
          a civil penalty of $106 and to complete a supplemental environmental
          project relating to the continued implementation of a low VOC water-
          based coating.

          Reference is made to the "Subsequent Event" reported at Note 21 to the
          Company's Consolidated Financial Statements included in the Company's
          Annual Report on Form 10-K/A for the year ended December 31, 1995, and
          to "Item 1. Legal Proceedings" in the Company's Quarterly report on
          Form 10-Q for the quarter ended March 31, 1996. The Court ruled in
          favor of the plaintiffs in the lawsuit which was filed by GATX
          Corporation and its subsidiaries, General American Transportation
          Company ("GATC") and 314072 Canada Inc., against Hawker Siddeley
          Canada Inc., Hawker Canada Holdings, Marmon Holdings, Inc., Procor
          Limited and others to enjoin the purchase by Procor Limited of Hawker
          Siddeley Canada Inc. As a result of the termination of the proposed
          purchase, Procor Limited received certain fees.


Item 6.   Exhibits and Reports on Form 8-K

     b.   No report on Form 8-K was filed during the quarter ended September 30,
          1996.

                                      -9-
<PAGE>
 
                                  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.



                                      UNION TANK CAR COMPANY

                                      REGISTRANT



Dated:  November 4, 1996              /s/ R.C. Gluth
                                      -----------------------------
                                          R.C. Gluth
                                      Executive Vice President and Director
                                       (principal financial officer and
                                       principal accounting officer)

                                      -10-