<PAGE>   1

                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

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

               For the Quarterly Period Ended September 30, 1999

                                       OR

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

                            Commission File Number:
                          ---------------------------

                                  CUS II, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  Delaware                                25-1832077
      -------------------------------                -------------------
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                 Identification No.)

          3140 William Flinn Highway, Allison Park, Pennsylvania 15101
          ------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

                                  412-486-9100
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                      None
              ----------------------------------------------------
              (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 [ ] No [X].

 All common stock of the registrant is held by an affiliate of the registrant.
               Number of shares outstanding at November 12, 1999:
                   Common stock $0.01 par value - 10 shares.




                                    1 of 13

<PAGE>   2

                                  CUS II, INC.

                                   FORM 10-Q

               For the Quarterly Period Ended September 30, 1999

                                     INDEX

<TABLE>
<CAPTION>

                                                                           Page No.
                                                                           --------
<S>                                                                        <C>
PART I - FINANCIAL INFORMATION

        Item 1.   Financial Statements:

           Condensed Consolidated Statements of Operations and
             Comprehensive Income -
               Three and Nine Months Ended September 30, 1999 and 1998         3

           Condensed Consolidated Balance Sheets -
               September 30, 1999 and December 31, 1998                        4

           Condensed Consolidated Statements of Cash Flows -
               Nine Months Ended September 30, 1999 and 1998                   5

           Notes to Condensed Consolidated Financial Statements                6

        Item 2.   Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                          8

        Item 3.   Quantitative and Qualitative Disclosures About
                  Market Risk                                                 11

PART II - OTHER INFORMATION                                                   12

SIGNATURES                                                                    13
</TABLE>


                                      2

<PAGE>   3

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                  CUS II, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                      Nine Months Ended           Three Months Ended
                                        September 30,               September 30,
                                   ----------------------      ----------------------
                                     1999          1998          1999          1998
                                   --------      --------      --------      --------
<S>                                <C>           <C>           <C>           <C>
Net sales                          $ 64,250      $ 62,435      $ 21,934      $ 18,930

Costs and expenses:
    Cost of products sold            62,420        59,119        20,545        18,252
    Selling and administrative
       expenses                       1,092           758           391           263

Income from operations                  738         2,558           998           415

Other income (expense), net              61            88            14           (12)

Interest expense                     (2,200)       (1,859)         (787)         (763)
                                   --------      --------      --------      --------

Net income (loss)                  $ (1,401)     $    787      $    225      $   (360)
                                   ========      ========      ========      ========

Comprehensive income (loss)        $ (1,401)     $    787      $    225      $   (360)
                                   ========      ========      ========      ========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                      3

<PAGE>   4

                                  CUS II, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                         September 30, 1999   December 31, 1998
                                                         ------------------   -----------------
<S>                                                      <C>                  <C>
ASSETS
Current assets:
     Cash and cash equivalents                                 $    150           $    153
     Accounts receivable                                         10,089              8,457
         Inventories:
       Raw materials and manufacturing supplies                   1,500              2,637
       Finished products                                         12,632             16,703
     Other current assets                                           791                758
                                                               --------           --------
         Total current assets                                    25,162             28,708

Property, plant and equipment, net                               15,013             15,679
Intangible pension asset                                          2,248              2,248
Other assets                                                        317                 58
                                                               --------           --------
                                                               $ 42,740           $ 46,693
                                                               ========           ========
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
 Current liabilities:
     Revolving credit facility                                 $ 10,687           $     --
     Current portion of long-term debt                            1,939                534
     Accounts payable                                             6,299             11,054
     Accrued expenses                                             3,422              2,536
     Accrued interest                                               251                 67
     Accrued employee benefits                                    2,076              2,531
                                                               --------           --------
         Total current liabilities                               24,674             16,722

Long-term debt                                                   20,479             32,351
Long-term pension liabilities                                     7,323              6,643
Long-term post-retirement liabilities                             2,301              2,173
                                                               --------           --------
                                                                 30,103             41,167
Commitments and contingencies

Stockholder's Equity (Deficit):
     Common stock par value $0.01, 3000 shares
         authorized, 10 shares issued and outstanding                --                 --
     Additional paid in capital                                     550                 --
     Accumulated deficit                                         (5,781)                --
     Parent deficit                                                  --             (4,390)
     Additional minimum pension liability                        (6,806)            (6,806)
                                                               --------           --------
                                                                (12,037)           (11,196)
                                                               --------           --------
                                                               $ 42,740           $ 46,693
                                                               ========           ========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                      4

<PAGE>   5

                                  CUS II, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                Nine Months Ended September 30,
                                                                -------------------------------
                                                                    1999                1998
                                                                -----------          ----------
<S>                                                             <C>                  <C>
Cash flows from operating activities:
   Net income (loss)                                              $ (1,401)          $    787
   Adjustments to reconcile net income (loss) to cash
      provided by operating activities:
         Depreciation and amortization                               2,522              3,843
   Increase (decrease) in cash resulting from changes in
      assets and liabilities                                           685             (1,724)
                                                                  --------           --------
                                                                     1,806              2,906
Cash flows from investing activities:
   Expenditures for property, plant and equipment                   (1,856)              (971)
                                                                  --------           --------
                                                                    (1,856)              (971)
Cash flows from financing activities:
   Proceeds from issuance of long-term debt                         15,500                 --
   Principal repayments of long-term debt                          (34,190)              (380)
   Advances from affiliates                                          9,500                 --
   Repayment of advances from affiliates                            (2,000)                --
   Issuance of common stock                                            550                 --
   Net draws on revolving credit facility                           10,687             (1,293)
                                                                  --------           --------
                                                                        47             (1,673)
Cash and equivalents:
   Increase (decrease) in cash and cash equivalents                     (3)               262
   Balance, beginning of period                                        153                 83
                                                                  --------           --------
   Balance, end of period                                         $    150           $    345
                                                                  ========           ========
Supplemental disclosure of cash flow information:
   Interest payments, net                                         $  2,016           $  1,856
                                                                  ========           ========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                      5

<PAGE>   6

                                  CUS II, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

NOTE 1 - ORGANIZATION

        CUS II, Inc. ("CUS II"), a Delaware corporation and a wholly-owned
subsidiary of Consumers Packaging Inc. ("Consumers"), was incorporated in March
1999 to hold an investment in GGC, L.L.C. ("GGC"), a Delaware limited liability
company, which acquired the glass manufacturing net operating assets of
Glenshaw Glass Company, Inc. ("Glenshaw") on June 1, 1999. GGC operates under
the name of Glenshaw Glass Company.

Prior to June 1, 1999, CUS II had no operations.

NOTE 2 - MANAGEMENT'S RESPONSIBILITY

        In the opinion of Management, the accompanying condensed consolidated
financial statements contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the financial position as of
September 30, 1999 and the results of operations for the three and nine months
ended September 30, 1999 and 1998 and cash flows for the nine months ended
September 30, 1999 and 1998.

        Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these condensed
consolidated financial statements be read in conjunction with the Financial
Statements of Glenshaw for the year ended December 31, 1998. The results of
operations for the interim periods are not necessarily indicative of the
results of the full fiscal year.

NOTE 3 - ACQUISITION OF THE COMPANY

        On June 1, 1999, CUS II, through GGC, purchased the glass manufacturing
net operating assets of Glenshaw. The purchase price of approximately $54,000
was paid in the form of equity interests in GGC that are exchangeable for 7.525
million common shares of Consumers, under certain circumstances. On June 1,
1999, Consumers contributed $550 to CUS II in exchange for 10 shares of common
stock of CUS II, $0.01 par value. CUS II made a $550 capital contribution to
GGC in return for 55 Class A Voting Units of GGC and is entitled to 100% of the
net book profits of GGC after the payment of tax distributions to Glenshaw.
Glenshaw made a $10 capital contribution to GGC in return for one Class A
Voting Unit of GGC and contributed its glass manufacturing assets to GGC in
exchange for 5,430 Class B Non-voting Units of GGC.

        The acquisition, between companies under common control, is treated for
accounting purposes as a reorganization, similar to a pooling of interests. The
past glass manufacturing operations of the acquired net assets have been
reflected as operations of GGC. CUS II and GGC are restricted subsidiaries of
Consumers, and as such, are guarantors of certain debt obligations of
Consumers. CUS II pledged its equity interest in GGC in connection with its
guarantee of those debt obligations.

        In conjunction with the acquisition, GGC entered into a new revolving
credit and term loan facility that provides for revolving credit advances, a
term loan of $10,000 and a term loan of $5,500. In June 1999, Consumers
advanced $7,500 to GGC, which was used to repay the $5,500 term loan at its
maturity on June 30, 1999. This advance is included in the caption long-term
debt on the condensed consolidated balance sheet at September 30, 1999. The
revolving credit facility enables GGC to obtain revolving credit loans for
working capital purposes and the issuance of letters of credit for its account
in an aggregate amount not to exceed $20,000. Advances outstanding at any time
cannot exceed an amount equal to the borrowing base as defined in the facility.
At September 30, 1999, under the revolving credit facility, advances
outstanding were $10,687, borrowing availability was $3,576 and total
outstanding letters of credit under this facility were $1,200. The facility
expires May 31, 2004.


                                      6

<PAGE>   7

        In April 1999, G&G Investments, Inc. ("G&G"), the parent company of
Glenshaw, advanced $2,000 to Glenshaw. Glenshaw repaid certain credit facility
advances with the funds received. In July 1999, GGC repaid G&G $2,000 with the
proceeds of the advance from Consumers.



                                      7














<PAGE>   8

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

        CUS II, Inc. ("CUS II"), a Delaware corporation and a wholly-owned
subsidiary of Consumers Packaging Inc. ("Consumers"), was incorporated in March
1999 to hold an investment in GGC, L.L.C. ("GGC"), a Delaware limited liability
company, which acquired the glass manufacturing net operating assets of
Glenshaw Glass Company, Inc. ("Glenshaw"). The acquisition was completed on
June 1, 1999. Because the acquisition was between companies under common
control, it is treated for accounting purposes as a reorganization, similar to
a pooling of interests. As a result, the past operations of the assets acquired
from Glenshaw, have been reflected as operations of GGC. GGC currently operates
under the name of Glenshaw Glass Company.

RESULTS OF OPERATIONS

        Net Sales. Net sales for the 1999 third quarter were $21.9 million
compared to $18.9 million for the third quarter of 1998, an increase of $3.0
million, or 15.9%. Net sales for the first nine months of 1999 were $64.2
million and $62.4 million for the comparable period of 1998. This increase of
$1.8 million, or 2.9%, was principally as a result of a shift from higher
margin sales of food and liquor containers to higher volume, lower margin sales
of beer and tea containers. Unit shipments have been higher in 1999 as compared
to 1998, which also contributed to the increase in net sales.

        Cost of Products Sold. GGC's cost of products sold in the third quarter
and first nine months of 1999 were $20.5 million and $62.4 million,
respectively (or 93.7% and 97.1% of net sales), while the cost of products sold
for the third quarter of 1998 and first nine months of 1998 were $18.3 million
and $59.1 million, respectively (or 96.4% and 94.7% of net sales). The increase
in the percentage of cost of products sold for the first nine months of 1999 as
compared with the same period of 1998 principally reflects the shift in product
mix from food and liquor containers to beer and tea containers as described
above.

        Selling and Administrative Expenses. Selling and administrative
expenses for the nine months ended September 30, 1999 were approximately $1.1
million (or 1.7% of net sales), while selling and administrative expenses for
the comparable period of 1998 were $0.8 million (or 1.2% of net sales). This
increase in selling and administrative expenses principally reflects increased
allocations of overhead expenses from Anchor Glass Container Corporation
("Anchor"), an affiliated company, which assumed, effective January 1, 1998,
the financial and production reporting, as well as sales service, billing,
human resources and other administrative functions for GGC.

        Interest Expense. Interest expense for the nine months ended September
30, 1999 was approximately $2.2 million compared to $1.9 million for the
comparable period of 1998, an increase of $0.3 million.

        Net Income (Loss). As a result of the foregoing, CUS II had net income
in the third quarter of 1999 of approximately $0.2 million as compared to net
loss of approximately $0.4 million in the same period of 1998 and a year to
date net loss of approximately $1.4 million compared to net income of $0.8
million in the comparable period of 1998.

    LIQUIDITY AND CAPITAL RESOURCES

        In the first nine months of 1999, operating activities provided $1.8
million in cash. Operating activities provided $2.9 million of cash in the same
period of 1998. This decrease in cash provided principally reflects the 1999
net loss adjusted for changes in working capital items. Cash consumed in
investing activities for the first nine months of 1999 and 1998 were $1.9
million and $1.0 million, respectively, reflecting capital expenditures. Net
cash of $0.1 million was provided by financing activities in the first nine
months of 1999, principally reflecting the refinancing associated with the
acquisition of Glenshaw's net operating assets on June 1, 1999. The purchase
price of approximately $54.0 million was paid in the form of non-voting Class B
Units of GGC. These units are exchangeable for 7.525 million common shares of
Consumers common stock under certain circumstances.


                                      8

<PAGE>   9

        In conjunction with the acquisition, GGC entered into a new revolving
credit and term loan facility that provides for revolving credit advances, a
term loan of $10.0 million and a term loan of $5.5 million. In June 1999,
Consumers advanced $7.5 million to GGC, which was used to repay the $5.5
million term loan at its maturity on June 30, 1999. The revolving credit
facility enables GGC to obtain revolving credit loans for working capital
purposes and the issuance of letters of credit for its account in an aggregate
amount not to exceed $20.0 million. Advances outstanding at any time cannot
exceed an amount equal to the borrowing base as defined in the facility. At
November 1, 1999, under the revolving credit facility, advances outstanding
were $10.4 million, borrowing availability was $3.6 million and total
outstanding letters of credit under this facility were $1.2 million. The
facility expires May 31, 2004.

        In April 1999, G&G Investments, Inc. ("G&G"), the parent company of
Glenshaw, advanced $2.0 million to Glenshaw. Glenshaw repaid certain credit
facility advances with the funds received. In July 1999, GGC repaid G&G $2.0
million with proceeds of the advance from Consumers.

    IMPACT OF INFLATION

        The impact of inflation on the costs of GGC, and the ability to pass on
cost increases in the form of increased sales prices, is dependent upon market
conditions. While the general level of inflation in the domestic economy has
been relatively low, GGC has experienced pricing pressures in the current
market and has not been fully able to pass on inflationary cost increases to
its customers.

    SEASONALITY

        Due principally to the seasonal nature of the brewing, iced tea and
other beverage industries, in which demand is stronger during the summer
months, GGC's shipment volume is typically higher in the second and third
quarters. Consequently, GGC will build inventory during the first quarter in
anticipation of seasonal demands during the second and third quarters. In
addition, GGC generally schedules shutdowns of its plant for furnace rebuilds
and machine repairs in the first and fourth quarters of the year to coincide
with scheduled holiday and vacation time under its labor union contracts. These
shutdowns and seasonal sales patterns adversely affect profitability during the
first and fourth quarters. GGC has in the past and expects to continue in the
future to implement alternatives to reduce downtime during these periods in
order to minimize disruption to the production process and its negative effect
on profitability.

    YEAR 2000

        General. The Year 2000 issue arises because many computer systems, as
well as equipment with embedded date-sensitive technology, use only the last
two digits of a date to refer to a year and may recognize "00" as the year 1900
rather than 2000. If not corrected, many computer applications could fail or
provide erroneous results.

        CUS II and GGC shares information systems with Anchor. All references
to "the Company" in the following disclosure include Anchor, CUS II and GGC.

        If the Company, or a third party with whom it has a material
relationship, such as a customer, supplier or utility, does not correct a
material Year 2000 issue, its operations and financial results could be
adversely impacted due to:

        o the inability to order raw materials,
        o the malfunctioning of manufacturing or service processes,
        o the inability to properly bill and collect payments from customers,
          and/or
        o errors or omissions in accounting and financial data.

        Compliance Plan and State of Readiness. The Company's plan for
mitigating the impact of Year 2000 on Company operations covers three phases.
The implementation of this plan has not resulted in the deferral of any
information technology projects.


                                      9

<PAGE>   10

        Phase One. The first phase includes an inventory and assessment of Year
2000 issues, including the prioritizing of these issues. The plan requires an
assessment of the scope and extent of Year 2000 issues in the following three
areas:

        o information technology systems known as IT systems;
        o manufacturing operations and process controls known as non-IT
          systems; and
        o impact on operations and business of non-compliant third parties with
          whom the Company has a material relationship.

        The Company's information technology systems cover a broad spectrum of
software applications and hardware custom designed for our manufacturing
processes. After an extensive study of the general technology needs, the
Company decided on its plan to achieve Year 2000 compliance by upgrading both
the packaged and custom-designed software currently in place, along with
certain hardware upgrades.

        In addition to software and hardware considerations, the Company has
completed reviewing the impact of the Year 2000 on the manufacturing operations
and process controls. The Company has prepared an inventory of control and
embedded chip technology and reviewed each for required actions. The Company
continues to identify components requiring modification or replacement.

        Phase Two. The second phase of the Year 2000 plan is remediation in
which the Company takes the actions necessary to upgrade or replace the systems
that are not year 2000 compliant. The upgrade of certain hardware, including
the personal computer-based environment, was completed in December 1998. The
primary accounting software applications were upgraded to a Year 2000 compliant
release in February 1999. The upgrade of other custom-designed software, which
represents a small percentage of the total applications, was completed in
August 1999. Management believes this timetable provides sufficient time to
resolve any unexpected issues. The Company continues to test control and
embedded chip technology as well as non-IT critical control technology and
non-IT non-critical control and reporting systems.

        The Company relies on numerous third-party suppliers for a wide variety
of goods and services, including raw materials, transportation and utilities
such as electricity and natural gas. The Company has initiated formal
communications with all of its significant suppliers to determine the extent to
which we are vulnerable to the failure of such suppliers to remediate their own
Year 2000 problems. The Company is currently in the process of grading the
responses from low to high risk. In addition, although many of the Company's
customers have been communicating with it regarding Year 2000 issues, the
Company has not made any formal assessment of the effect which the failure of
its larger customers to remediate their own Year 2000 problems could have on
the Company's operations. Despite these efforts, there can be no assurance that
the information technology systems of other companies on which the Company
relies, such as utilities, will be timely converted, or that a failure to
remediate by one or more customers, suppliers or utilities would not have a
material adverse effect on the Company's business.

        Phase Three. The third phase of the Year 2000 plan is system testing
and implementation. Many financial information technology systems have
completed the testing phase and are operational. The Company continues to test
manufacturing operations and process controls.

        Costs. The Company anticipates that aggregate expenditures for Year
2000 compliance, system reengineering and system upgrades will approximate $2.5
million in 1998 and 1999, of which, as of September 30, 1999, approximately
$2.3 million has been incurred. However, no assurance can be given that the
Company's actual expenditures for Year 2000 compliance will not be higher. All
of these expenditures have been funded through cash flows from operations.

        Contingency Plan and Risks. The Company's continuing analysis of the
nature and extent of operational problems that would be reasonably likely to
result will provide the information necessary to develop a contingency plan for
dealing with the most likely worst case scenario. The Company has begun
contingency planning and will develop and revise plans as additional
information becomes available. These plans are expected to include increasing
inventory levels of raw materials and finished products and


                                      10

<PAGE>   11

documenting manual contingencies. The Company is continuing to analyze its
potential liability to third parties if its systems are not Year 2000
compliant, but currently has not made any assessment of its potential exposure.

    INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

        With the exception of the historical information contained in this
report, the matters described herein contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, without limitation, any statement that may
predict, forecast, indicate or imply future results, performance or
achievements, and may contain the words "believe," "anticipate," "expect,"
"estimate," "intend," "project," "will be," "will likely continue," "will
likely result," or words or phrases of similar meaning, including statements
concerning:

        o liquidity and capital resources of GGC and CUS II,

        o debt levels and ability to obtain financing and service debt of GGC
          and CUS II,

        o competitive pressures and trends in the glass container industry,

        o prevailing interest rates,

        o legal proceedings and regulatory matters, and

        o general economic conditions.

        Forward-looking statements involve risks and uncertainties (including,
but not limited to, economic, competitive, governmental and technological
factors outside the control of CUS II or GGC) which may cause actual results to
differ materially from the forward-looking statements. These risks and
uncertainties may include the highly competitive nature of the glass container
market and the intense competition from makers of alternative forms of
packaging; GGC's focus on the beer industry and its dependence on certain key
customers; the seasonal nature of brewing, iced tea and other beverage
industries; dependence by CUS II and GGC on management provided by an
affiliated company and changes in environmental and other government
regulations. CUS II and GGC operate in a very competitive environment in which
new risk factors can emerge from time to time. It is not possible for
management to predict all such risk factors, nor can it assess the impact of
all such risk factors on CUS II's business or the extent to which any factor,
or a combination of factors, may cause actual results to differ materially from
those contained in forward-looking statements. Given these risks and
uncertainties, readers are cautioned not to place undue reliance on
forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Certain of GGC's debt instruments are subject to fixed interest rates
and, in addition, the amount of principal to be repaid at maturity is also
fixed. Therefore, GGC is not subject to market risk from these debt
instruments. Less than 1% of GGC's sales are denominated in currencies other
than the U.S. dollar, and CUS II does not believe its total exposure to be
significant.


                                      11

<PAGE>   12

                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.
               CUS II is not party to, and none of its assets are subject to
               any pending legal proceedings, other than ordinary routine
               litigation incidental to its business and against which CUS II
               is adequately insured and indemnified or which is not material.
               CUS II believes that the ultimate outcome of these cases will
               not materially affect future operations.

Item 2.  Changes in Securities and Use of Proceeds.
               None

Item 3.  Defaults Upon Senior Securities.
               None

Item 4.  Submission of Matters to a Vote of Security Holders.
               None

Item 5.  Other Information
               None

Item 6.  Exhibits and Reports on Form 8-K

        a.  Exhibits

               Exhibit 27 - Financial Data Schedule

        b.  Reports on Form 8-K
               None


                                      12






<PAGE>   13

                                   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.

                                           CUS II, INC.

Date: November 12, 1999                    /s/ M. William Lightner, Jr.
                                           ---------------------------------
                                           M. William Lightner, Jr.
                                           Treasurer
                                           (Principal Financial Officer and
                                           Duly Authorized Officer)





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