<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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


                                   FORM 10-QA
                                AMENDMENT NO. 1


                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)

                                     OF THE

                         SECURITIES EXCHANGE ACT OF 1934

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

                  For the First Quarter Ended January 03, 1998
                         Commission File Number: 0-2675

                             United Magazine Company
                               An Ohio Corporation
                            I.R.S. Number: 31-0681050

                                 5131 Post Road
                               Dublin, Ohio 43017
                  Registrant's Telephone Number: (614) 792-0777


         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 twelve 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 ninety days.

                 Yes:                         No:    X
                      -------                     -------

         Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock, as of the latest practicable date.

         The Registrant's number of common shares, without par value,
outstanding as of March 28, 1998 was 7,411,314.

         Traditional Small Business Disclosure Format (check one):

                 Yes:                         No:    X
                      -------                     -------
<PAGE>   2
                             UNITED MAGAZINE COMPANY
                             -----------------------

                                   FORM 10-QA
                                   ----------

                  FOR THE FIRST QUARTER ENDED JANUARY 03, 1998
                  --------------------------------------------


                                      INDEX
                                      -----


<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----
PART I - FINANCIAL INFORMATION
------------------------------
<S>                                                                           <C>
Item 1.    Financial Statements:

           Condensed Consolidated Balance Sheets (Unaudited)
                    January 03, 1998 and September 27, 1997                    1-2

           Condensed Consolidated Statements of Operations (Unaudited)
                    For the Three Months Ended January 03, 1998
                    and December 28, 1996                                       3

           Condensed Consolidated Statements of Cash Flow (Unaudited)
                    For the Three Months Ended January 03, 1998
                    and December 28, 1996                                       4

           Notes to Condensed Consolidated Financial Statements                5-8

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations                                9-15

PART II - OTHER INFORMATION AND SIGNATURES
------------------------------------------

Item 1.    Legal Proceedings                                                   16

Item 2.    Change in Securities                                                16

Item 3.    Default Upon Senior Securities                                      16

Item 4.    Submission of Matters to a Vote of Security Holders                 16

Item 5.    Other Information                                                   16

Item 6.    Exhibits and Reports on Form 8-K                                    16

Signatures                                                                     16
</TABLE>


                                                                               i
<PAGE>   3
                             UNITED MAGAZINE COMPANY
                             -----------------------
                                   FORM 10-QA
                                   ----------
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      -------------------------------------
                  AS OF JANUARY 03, 1998 AND SEPTEMBER 27, 1997
                  ---------------------------------------------

                (Dollar Amounts in Thousands, Except Share Data)


<TABLE>
<CAPTION>
                                                     January 03,  September 27,
                              ASSETS                    1998          1997
                              ------                 -----------  -------------
                                                     (Unaudited)   (Unaudited)
                                                    (As Restated)
<S>                                                  <C>            <C>
CURRENT ASSETS:
   Cash                                               $  3,042      $  2,085
   Trade accounts receivable, net of allowance
   for doubtful accounts:
    -related party                                       2,313         1,579
    -other                                              42,596        43,269
   Inventories                                          37,023        40,534
   Notes receivable from related parties                   431           431
   Advances to related parties                          10,113         9,243
   Prepaids and other                                    1,192           746
                                                      --------      --------
              Total current assets                      96,710        97,887
                                                      --------      --------

PROPERTY AND EQUIPMENT, at cost:
   Land                                                    291           291
   Building and improvements                             2,143         2,143
   Furniture and equipment                               6,291         6,167
   Vehicles                                              3,959         3,932
   Leasehold improvements                                1,183           977
                                                      --------      --------
                                                        13,867        13,510
   Less - accumulated depreciation and amortization     (4,130)       (3,621)
                                                      --------      --------

              Total property and equipment, net          9,737         9,889
                                                      --------      --------

OTHER ASSETS:
   Costs in excess of net assets acquired, net of
   accumulated amortization                            151,622       152,601
   Notes receivable from related parties                 2,228         2,228
   Prepaid signing bonuses                               2,543         3,626
   Other assets, net                                     5,326         5,372
                                                      --------      --------
              Total other assets                       161,719       163,827
                                                      --------      --------

              Total assets                            $268,166      $271,603
                                                      ========      ========
</TABLE>



         The accompanying notes to consolidated financial statements are an
integral part of these consolidated balance sheets.

                                                                               1
<PAGE>   4
                             UNITED MAGAZINE COMPANY
                             -----------------------
                                   FORM 10-QA
                                   ----------
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      -------------------------------------
                  AS OF JANUARY 03, 1998 AND SEPTEMBER 27, 1997
                  ---------------------------------------------

                (Dollar Amounts in Thousands, Except Share Data)

<TABLE>
<CAPTION>
                                                            January 03,  September 27,
               LIABILITIES AND SHAREHOLDERS' EQUITY            1998           1997
               ------------------------------------         -----------  -------------
                                                            (Unaudited)   (Unaudited)
                                                           (As Restated)
<S>                                                          <C>           <C>
CURRENT LIABILITIES:
   Current portion of debt obligations                       $  1,842      $  1,842
   Accounts payable                                           112,926       113,370
   Accrued expenses                                            15,142        13,650
   Accrued interest on debentures                               7,364         6,091
   Income taxes payable                                           827           827
   Reserve for gross profit on sales returns                    9,031         8,351
                                                             --------      --------
              Total current liabilities                       147,132       144,131

LONG-TERM DEBT OBLIGATIONS                                     22,069        22,390

DEBENTURES HELD BY SHAREHOLDERS:
   - Senior                                                    39,920        39,920
   - Subordinated                                              18,560        18,560

DEFERRED COMPENSATION PLAN                                      1,035         1,077

ACCRUED PENSION OBLIGATION                                      1,623         1,623

POST-RETIREMENT OBLIGATION                                      1,604         1,604

DEALER ADVANCE PAYMENTS AND OTHER                                 108           144
                                                             --------      --------
              Total liabilities                               232,051       229,449
                                                             --------      --------

COMMITMENTS AND CONTINGENCIES

COMMON STOCK SUBJECT TO PUT AGREEMENTS,
476,543 shares                                                  4,992         4,833
                                                             --------      --------

SHAREHOLDERS' EQUITY:
   Common stock, no par value, 53,250,000 shares
     authorized, 4,277,909 issued and 2,670,437
     outstanding (including shares subject to Put
     Agreements) and paid in capital                           43,698        43,698
   Obligation to issue shares (4,349,476)                      65,242        65,242
   Treasury stock, at cost                                       (101)         (101)
   Minimum pension liability adjustment                           (58)          (58)
   Retained deficit                                           (77,658)      (71,460)
                                                             --------      --------
              Total shareholders' equity                       31,123        37,321
                                                             --------      --------

              Total liabilities and shareholders' equity     $268,166      $271,603
                                                             ========      ========
</TABLE>


         The accompanying notes to consolidated financial statements are an
integral part of these consolidated balance sheets.

                                                                               2
<PAGE>   5
                             UNITED MAGAZINE COMPANY
                             -----------------------
                                   FORM 10-QA
                                   ----------
                  FOR THE FIRST QUARTER ENDED JANUARY 03, 1998
                  --------------------------------------------
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 -----------------------------------------------
                     JANUARY 03, 1998 AND DECEMBER 28, 1996
                     --------------------------------------

                (Dollar Amounts in Thousands, Except Share Data)



<TABLE>
<CAPTION>
                                                    3 Months     3 Months Ended
                                                     Ended         December 28,
                                                   January 03,        1996
                                                      1998
                                                   -----------   --------------
                                                   (Unaudited)     (Unaudited)
                                                  (As Restated)
<S>                                                <C>             <C>
NET SALES                                          $   77,311      $   74,429

COST OF SALES                                         (61,979)        (57,966)
                                                   ----------      ----------

              Gross profit                             15,332          16,463

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES          (17,629)        (17,376)

DEPRECIATION AND AMORTIZATION                          (2,082)         (2,102)
                                                   ----------      ----------

LOSS FROM OPERATIONS                                   (4,379)         (3,015)
                                                   ----------      ----------

OTHER INCOME (EXPENSES), net:
   Interest expense, net                               (1,819)         (1,793)
   Other, net                                               0             (66)
                                                   ----------      ----------

              Total other income (expenses), net       (1,819)         (1,859)
                                                   ----------      ----------

INCOME (LOSS) BEFORE TAXES                             (6,198)         (4,874)

INCOME TAXES                                             --              --
                                                   ----------      ----------

NET INCOME (LOSS)                                  $   (6,198)     $   (4,874)
                                                   ==========      ==========

WEIGHTED AVERAGE SHARES OUTSTANDING                 7,075,638       7,054,495
                                                   ==========      ==========

EARNINGS (LOSS) PER SHARE                          $     (.88)     $     (.69)
                                                   ==========      ==========

</TABLE>


         The accompanying notes to consolidated financial statements are an
integral part of these consolidated statements.

                                                                               3
<PAGE>   6
                             UNITED MAGAZINE COMPANY
                             -----------------------
                                   FORM 10-QA
                                   ----------
                  FOR THE FIRST QUARTER ENDED JANUARY 03, 1998
                  --------------------------------------------
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                 ----------------------------------------------
                           FOR THE THREE MONTHS ENDED
                           --------------------------
                     JANUARY 03, 1998 AND DECEMBER 28, 1996
                     --------------------------------------

                (Dollar Amounts in Thousands, Except Share Data)

<TABLE>
<CAPTION>
                                                                        3 Months       3 Months
                                                                         Ended           Ended
                                                                       January 03,    December 28,
                                                                          1998            1996
                                                                       -----------    ------------
                                                                       (Unaudited)     (Unaudited)
                                                                      (As Restated)
<S>                                                                      <C>            <C>
NET CASH (USED IN) OPERATING ACTIVITIES                                  $2,183         $ 1,005

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                                     (357)           (380)
   Additions of long-term assets                                           (548)           (514)
   Sale of airplane held for resale                                           0           1,240
                                                                         ------         -------
              Net cash provided by (used in) investing activities          (905)            346
                                                                         ------         -------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payment of debt obligations                                             (321)         (2,726)
                                                                         ------         -------
              Net cash provided by (used in) financing activities          (321)         (2,726)
                                                                         ------         -------

NET INCREASE (DECREASE) IN CASH AND
EQUIVALENTS                                                                 957          (1,375)

CASH, beginning of year                                                   2,085           2,547
                                                                         ------         -------

CASH, end of year                                                        $3,042         $ 1,172
                                                                         ======         =======

Supplemental Disclosure of Cash Flow Information:
-------------------------------------------------

   Cash paid during the period for interest                              $  387         $   487
   Cash paid during the period for taxes                                      0              12


Supplemental Schedule of Noncash Investing and Financing Activities
-------------------------------------------------------------------

1998:  None

1997:  None
</TABLE>


         The accompanying notes to consolidated financial statements are an
integral part of these consolidated statements.

                                                                               4
<PAGE>   7
                             UNITED MAGAZINE COMPANY
                             -----------------------
                                   FORM 10-QA
                                   ----------
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------
                  FOR THE FIRST QUARTER ENDED JANUARY 03, 1998
                  --------------------------------------------
                                   (UNAUDITED)
                                   -----------


1.       GENERAL
         -------


In the opinion of management, the accompanying unaudited condensed consolidated
financial statements, as restated, contain all adjustments necessary to present
fairly the financial position of United Magazine Company and subsidiaries
(UNIMAG or the Company) as of January 03, 1998 and September 27, 1997, and the
results of its operations and cash flows for the three months ended January 03,
1998 and December 28, 1996. All such adjustments were of a normal recurring
nature. The results of operations in any interim period are not necessarily
indicative of results for the full year.


2.       THE BUSINESS
         ------------

United Magazine Company ("UNIMAG" or the "Company") is an Ohio corporation,
which was incorporated on April 8, 1964 under the name Citizens Holding Company.
UNIMAG, both directly and through its subsidiary corporations, is engaged in the
wholesale distribution of magazines, books and other periodicals, and operates
some retail bookstores.

The operations for the quarters ended January 03, 1998 and December 28, 1996
were conducted through its consolidated subsidiaries and also include the impact
of five business combinations, which the Company operated beginning in the
fourth quarter of 1996, and which are more fully discussed below. The following
were the consolidated subsidiaries: Service News Company (of Waterbury,
Connecticut), a Connecticut corporation, doing business as Yankee News Company
("Yankee"); Service News Company (of Wilmington, North Carolina), a North
Carolina corporation ("Wilmington"); and Triangle News Company, Inc., a
Pennsylvania corporation ("Triangle").

Yankee was engaged in wholesale magazine, newspaper and book distribution and
owned and operated four newsstands and one bookstore. Certain operating assets
of Yankee were sold in January of 1998.

Wilmington is engaged in wholesale magazine and book distribution.

Triangle is engaged in wholesale magazine, newspaper and book distribution.

United Magazine Company also completed business combinations with Michiana News
Service, Inc., a Michigan corporation ("Michiana"), The Stoll Companies, an Ohio
corporation ("Stoll"), and The George R. Klein News Co., Central News Co., and
Newspaper Sales, Inc., all Ohio corporations (collectively, "The Klein
Companies" or "Klein"), all independent magazine, book, and newspaper
("periodical") distributors. These transactions were accounted for as a purchase
as of July, 1996 (September 14, 1996 for Klein).

The Company also completed business combinations with a number of companies
affiliated with Ronald E. Scherer, the Company's chairman ("Ronald E. Scherer"),
also engaged in wholesale periodical distribution (the "Scherer Affiliates"):
Ohio Periodical Distributors, Inc., an Ohio corporation ("OPD"); Northern News
Company, a Michigan corporation ("Northern"); Wholesalers Leasing, Corp., a
Delaware corporation

                                                                               5
<PAGE>   8
("Wholesalers"); Scherer Companies, a Delaware corporation ("Scherer
Companies"); and, pursuant to the agreement with Northern (further described
herein), MacGregor News Services, Inc., a Michigan corporation ("MacGregor").
The Company also acquired the stock of Read-Mor Bookstores, Inc., an Ohio
corporation ("Read-Mor"), a company managed by Scherer Companies. Read-Mor owned
six retail bookstore locations and was an insignificant acquisition. These
transactions were accounted for as a purchase as of July, 1996.

Michiana, Stoll, Klein, Read-Mor and Scherer Affiliates are collectively known
as the "Acquisition Parties". The defined terms "UNIMAG" and the "Company" also
include the Acquisition Parties in combination with the other entities of
UNIMAG.

Each of these transactions was closed into escrow pending a favorable vote of
the shareholders of the Company on each of these transactions at the Annual
Meeting of Shareholders held on September 3, 1997. At the Annual Meeting of
Shareholders, the shareholders voted in favor of the acquisitions. Closing
documents were released from escrow in February of 1998, and the transactions
were consummated.

Shareholders who were entitled to vote more than 50% of the stock of the Company
had agreed to vote their shares in favor of the transactions. Since approval of
the transactions was assured and UNIMAG had effective control over the
operations of the companies, the Acquisition Parties were included in the
consolidated financial statements of UNIMAG.

UNIMAG also owns three inactive subsidiaries.

In February of 1998, the Company acquired certain assets and liabilities of SKS
Enterprises, Limited, an Ohio limited liability company ("SKS"), organized by
three directors, Ronald E. Scherer, George R. Klein and Richard H. Stoll, Sr.
SKS had wholesale and retail operations similar to the Company in the states of
Michigan, Ohio, Indiana and Kentucky.


3.      RESTATEMENT OF FINANCIAL INFORMATION
        ------------------------------------

        The Company has historically estimated its gross margin during interim
financial reporting periods. With the changes within the periodical wholesale
distribution industry, the calculation of gross margin has become more complex.
The Company has undergone a comprehensive review of its estimating process and
has implemented changes for fiscal 1999. The impact on the previously reported
Form 10-Q's has been determined and is part of this restatement.

        In addition to the restatement of gross margin, the Company's selling,
general and administrative expenses have been restated due primarily to the
correction of an error relating to monthly provisions for health insurance
costs and for professional fees.

        For the quarter ended January 3, 1998, the restatement is as follows:
<TABLE>
<CAPTION>
                                As Reported        Change        Restated
                                -----------        ------        --------
<S>                             <C>               <C>            <C>
Net Sales                       $  77,311         $     0        $  77,311
Gross Margin                       18,263          (2,931)          15,332
Net Loss                           (2,367)         (3,831)          (6,198)
Loss Per Share                  $    (.33)        $  (.55)       $    (.88)


</TABLE>
4.       PROVISION FOR INCOME TAXES
         --------------------------

The provision (benefit) for income taxes for the quarters ended January 03, 1998
and December 28, 1996 is as follows:

                                         1998           1997
                                         ----           ----

           Current                       $  0           $  0
           Deferred                         0              0
                                         ----           ----

                    Total                $  0           $  0
                                         ====           ====

The Company has provided deferred income taxes at a 40% tax rate which
represents a blended statutory federal and state income tax rate. The types of
differences between the tax bases of assets and liabilities and their financial
reporting amounts that give rise to significant portions of deferred income tax
assets and liabilities are: reserve for gross profit on sales returns, property
and equipment asset valuations, deferred compensation, amortization life of
intangibles and certain taxes.

                                                                               6
<PAGE>   9
The difference between the statutory tax rate and the effective rate of zero is
due primarily to the benefit of the net operating losses generated that may not
be realized in the future. The Company's net deferred tax assets have been fully
reserved due to the uncertainty of future realization.


As of January 03, 1998, UNIMAG has approximately $69 million of Federal net
operating loss (NOL) carryforwards for tax purposes. The amount that UNIMAG can
utilize each year is restricted due to multiple changes in ownership, as defined
under Section 382 of the Internal Revenue Code. The estimated annual limit is
approximately $2 million per year, which could cause up to $39 million of the
$69 million NOL to be lost. The NOL carryforwards will expire in the years 2003
through 2012.



At January 03, 1998, UNIMAG had income taxes payable of approximately $827,000.
This relates primarily to Michiana's tax assessment plus interest for a total of
approximately $1,371,000 due to the Internal Revenue Service as a result of
unfavorable tax settlements relating to years 1994 and prior that was assumed by
UNIMAG, net of certain refund claims. This obligation was paid in full with the
proceeds from the refinancing in February of 1998.

5.       SUBSEQUENT EVENTS
         -----------------

Sale of Certain Operating Assets and Liabilities of Yankee. In January of 1998,
the Company entered into an agreement to sell certain operating assets and
liabilities of Yankee to a third party for approximately $8.3 million.
Consideration was in the form of cash ($2.7 million), notes ($2.5 million) and
UNIMAG stock held by the buyer ($3.1 million). The final selling price will be
determined based partially upon the closing balance sheet of Yankee as of the
transaction date. The Company anticipates that a gain of approximately
$7,800,000 will be recognized on the sale. The total net sales of Yankee
included in the consolidated financial statements for the quarter ended January
03, 1998 was approximately $8.2 million.


Financing Arrangement. On February 6, 1998, the Company entered into a Credit
Agreement with a group of banks that provided a Revolving Credit Commitment of
$30,000,000, a Term Loan of $5,000,000 and a Capital Expenditure Loan of
$3,000,000. The amount available to the Company under the Revolving Credit
Commitment is based on certain amounts of eligible accounts receivable and
eligible inventories. The purpose of the loans was for the Company to refinance
certain debt obligations, finance ongoing working capital requirements, finance
the acquisition of certain machinery, equipment and vehicles and for general
corporate purposes. All the loans have variable interest rates to be designated
by the Company based on the prime rate +.5% or LIBOR +2.5%. The Capital
Expenditure Loan and Revolving Credit Commitments mature in February 2003, and
the Term Loan matures in February 2001.

Quarterly principal payments of $416,667 on the term loan began in April 1998.
The outstanding amount of the Capital Expenditure Loan as of February 2000 is
required to be converted to a term loan that will have consecutive equal monthly
principal and interest payments beginning at the time of conversion through the
maturity of the Capital Expenditure Loan. The agreement is collateralized by
substantially all of the Company's assets. The agreement contains financial and
non-financial covenants, including, among other restrictions, limitations on
capital expenditures, minimum income before interest, taxes, depreciation and
amortization, a minimum cash flow ratio, minimum net worth and a maximum debt to
income before interest, taxes, depreciation and amortization ratio.


The Company was required to meet certain financial covenants beginning in the
fiscal quarter ended March 1998. These covenants were not in effect for the
quarter ended January 3, 1998.



                                                                               7
<PAGE>   10

Acquisition of SKS. In February 1998, the Company acquired certain assets and
liabilities of SKS. The consideration for the acquisition was the assumption of
the related negative net worth of SKS.


                                     Remainder of Page Intentionally Left Blank.

                                                                               8
<PAGE>   11
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS


--------------------------------------------------------------------------------
   Results of Operations of UNIMAG for the three months ended January 03, 1998
                             and December 28, 1996
--------------------------------------------------------------------------------


1.       REVIEW OF OPERATIONS
         --------------------

The results of operations for the quarter ended January 03, 1998 are not
indicative of results from prior quarters, nor are the results for the quarter
indicative of the future.

The following table provides comparative financial information for the first
fiscal quarters of 1998 and 1997.

<TABLE>
<CAPTION>

                                         January 03, 1998    December 28, 1996
                                         ----------------    -----------------
                                           (As Restated)
<S>                                           <C>                 <C>
 Results of Operations ($000):
    Revenue                                   $77,311             $74,429
    Gross Margin                               15,332              16,463
    Selling, General and Administrative        17,629              17,376
    EBITDA                                     (2,297)               (913)
Net Income (Loss)                              (6,198)             (4,874)

As a Percent of Revenue:
    Gross Margin                                 19.8                22.1
    Selling, General and Administrative          22.8                23.3
    EBITDA                                       (3.0)               (1.3)
    Net Income (Loss)                            (8.0)               (6.5)
</TABLE>


The revenue for the Company for the quarter ended January 3, 1998 was
$77,311,000, an increase of 3.9% over revenue for the quarter ended December 28,
1996.


During fiscal 1997 and 1998, the Company and the industry experienced reductions
in gross margins from existing chain customers because of new discounts, rebates
and amortization of up-front signing bonuses. The 1998 gross margin, as
restated, decreased by 2.3% to 19.8%. The decline was due to continued
discounting and to related pricing changes within the industry as competition
and industry consolidations increased.

The restated 1998 selling, general and administrative expenses, as a percent of
revenue, decreased by 0.5% to 22.8% in 1998 versus 23.3% in 1997. The reduction
in selling, general and administrative expenses was due to the Company's
cost-cutting efforts and consolidation of operations, as the Company was able to
control costs while growing revenue.


                                                                               9
<PAGE>   12
The acquisition of Michiana, Stoll, Klein, Read-Mor and Scherer Affiliates was
accounted for using purchase price accounting. Accordingly, goodwill was created
in the approximate amount of $154 million. This goodwill is being amortized over
40 years at an approximate amount of $962,500 per quarter.


All of these changes resulted in an increase in the net loss from operations to
5.7% of revenue in 1998 compared to (4.1)% in 1997.


The acquisition of Michiana, Stoll, Klein, Read-Mor and Scherer Affiliates was
financed by the issuance of Common Stock of the Company, 8% Senior Debentures in
the aggregate amount of $39,920,000 and 10% Subordinated Debentures in the
aggregate amount of $18,560,000. These debentures accrued interest from July 1,
1996 for Michiana, Stoll, Read-Mor and Scherer Affiliates and from August 24,
1996 for Klein. This results in charges for debenture interest expense for the
first quarter of 1998 and 1997 of approximately $1,262,000. Other interest
charges in both periods are for accreted interest on the Puts and interest on
bank and other loans.


Because of the loss for the quarter and because of loss carryforwards, UNIMAG
had no federal income tax expense for the first quarters of 1998 and 1997. The
Company has a net operating loss (NOL) of approximately $69 million at
January 03, 1998; however, the Company has not recognized any benefits from that
NOL through January 03, 1998. Because of a change of control in February of
1998, the Company anticipates the loss of approximately $40 million of the NOL.


The calculation of earnings per common share and weighted average number of
shares outstanding includes the shares issued for Michiana, Stoll, Klein,
Read-Mor and Scherer Affiliates for the periods determined under the respective
agreements. In addition, the calculation of earnings per share reflects the one
for ten reverse split approved by the Shareholders at the 1997 Annual Meeting of
Shareholders.

2.       LIQUIDITY
         ---------

The Company measures its liquidity primarily in Earnings Before Interest, Taxes,
Depreciation and Amortization (EBITDA). However, EBITDA should not be considered
as an alternative to net income or as an indicator of cash flows generated by
operating, investing or financing activities.


EBITDA for the first quarter of 1998 was $(2,297,000) versus $(913,000) for
1997, a decline of $1,384,000. A decrease of $1,131,000 in gross margin and
an increase of $253,000 in selling, general and administrative expenses caused
the decline in EBITDA. The gross margin decline included a reduction in margin
of 2.3% net of a revenue increase of $2,882,000.


The 1997 EBITDA was impacted negatively by the gross margin and payroll
pressures during the quarter, and the Company delayed the implementation of some
expected consolidation synergies with the acquisition companies during the
initial periods of ownership until final consolidation plans could be made.


During the quarter ended January 03, 1998, the working capital deficit increased
by $4,178,000 to $50,422,000, a 9.0% increase.

The Company anticipates improvement in EBITDA, as a percent of revenue, during
the remainder of the fiscal year due to continued sales increases and
continued reductions in selling, general and administrative expenses. During
the second fiscal quarter, the Company sold assets of its Connecticut
operations for a gain of approximately $7.8 million. Also, during the second
quarter, the Company made acquisitions of the operations of two contiguous
businesses with combined annualized sales of approximately $60 million. Due to
their


                                                                              10
<PAGE>   13

contiguous locations, the opportunity exists for incremental profit increases as
that business is assimilated into the existing Company business. During the
second fiscal quarter of 1998, the Company was successful in negotiating margin
recovery programs for a portion of its magazine volume. On a weighted average
basis, these programs should improve margins during the last two fiscal
quarters.


The acquisition transactions of the Company since June 30, 1996 have added $154
million of goodwill to the Company's assets and $58.5 million of Senior and
Subordinated Debentures to the Company's liabilities. On an annual basis, the
Company anticipates future amortization of approximately $3,850,000 related to
this goodwill, and initial annual interest of approximately $5,050,000 related
to these debentures.

3.       CASH FLOWS - OPERATING ACTIVITIES
         ---------------------------------

During the first quarter of 1998, the Company had $2,183,000 in net cash
provided from operations, a $1,178,000 increase over the 1997 amount of
$1,005,000. The increase was attributable to a $1,324,000 increase in the net
loss, offset by increases in current liabilities.


4.       CASH FLOWS - INVESTING ACTIVITIES
         ---------------------------------

The Company spent $357,000 in the first quarter of 1998 for capital expenditures
and $548,000 for display fixtures versus $380,000 and $514,000, respectively,
for 1997. During 1997, the Company also sold an airplane held for resale for
$1,240,000.

5.       CASH FLOWS - FINANCING ACTIVITIES
         ---------------------------------

During the first fiscal quarter of 1998, the Company made payments on debt
obligations of $321,000 versus $2,726,000 in 1997. The 1997 payments included
$1,807,000 of current debt and $919,000 of long-term debt.

6.       CAPITAL RESOURCES
         -----------------


During the first quarter of 1998, the Company negotiated with two banks. Note 5
describes the $38,000,000 loan arrangement obtained by the Company.


7.       CAPITAL REQUIREMENTS
         --------------------

During 1998, as in 1997, the Company expects that its requirements for capital
expenditures will not be significant. Through route consolidations and greater
use of in-store service personnel, the Company anticipates minimal increases in
its delivery fleet. The Company does anticipate additional expenditures for
store fixtures; however, these fixture increases have historically generated
enough additional revenue and gross margin to pay for the fixture costs within
one year.

8.       OPERATIONAL MEASURES
         --------------------

The Company has converted all locations except one to its computer system, and
receivables can now be managed on a more consistent, company-wide basis. The
Company continues to be engaged in collection efforts to reduce the average days
outstanding, with excess cash proceeds earmarked for reductions in vendor
payables.

                                                                              11
<PAGE>   14
9.       OPERATING SYNERGIES
         -------------------




Through the consolidation of the Company's warehouse and office functions,
management expects the Company to achieve considerable cost savings and
operating efficiencies through the elimination of redundant overhead and the
reduction of required facility square footage. Duplicate administrative and
distribution functions are being eliminated, and the costs and benefits of
technology are being spread over a larger customer base. Additionally, the
consolidation of the businesses of the Company should increase purchasing power
and the ability to negotiate favorable quantity discounts with publishers and
national brokers.

10.      MARGIN RECOVERY EFFORTS
         -----------------------


The magazine industry has recognized that the loss of margin sustained by
wholesalers in 1996 and 1997 created a problem that needed to be resolved.
Wholesalers, national distributors and publishers have been working on a
variety of plans to provide margin recovery to wholesalers. Several of these
plans are scheduled for implementation in the third fiscal quarter of 1998,
with the expectation that eventually there will be an annual margin
recovery in excess of 2%.


11.      COMMITMENTS AND CONTINGENCIES
         -----------------------------


The Company has entered into long-term contracts (generally three years) with
its most important customers. These contracts resulted in gross margin
reductions during 1996, 1997 and 1998.


The Company was named as a defendant in various litigation matters. Subsequent
to September 27, 1997, most of the claims were settled. The Company believes it
has an adequate accrual for these claims, and that any current pending or
threatened litigation matters will not have a material adverse impact on the
Company's future results of operations or financial conditions.

                                                                              12
<PAGE>   15
12.      FINANCING ARRANGEMENTS
         ----------------------


Each of the Acquisition Agreements with Stoll, Michiana, Klein and the Scherer
Affiliates contemplated that stock or assets of the various Acquisition Parties
would be contributed to the Company in exchange for Common Stock of the Company,
valued at $15.00 per share, and for Senior and Subordinated Debentures. In
addition, the Company issued a $4,500,000 Subordinated Debenture, the KDR
Debenture, and made a cash payment of $500,000 in exchange for a $5,000,000 note
owed to KDR Limited, an Ohio limited liability company whose owners include R.
David Thomas, a principal shareholder of the Company, and R. L. Richards, a
director of the Company. KDR also received warrants to purchase 187,657 shares
of Common Stock of the Company at $12.00 per share in connection with the
exchange. R. David Thomas also purchased an additional 33,333 shares of Common
Stock of the Company at a price of $15.00 per share. The Company also issued
$242,211 of Senior Debentures and $94,594 of Subordinated Debentures in
connection with the acquisition of Read-Mor.

The Senior Debentures are designated as "8% Senior Debentures Due 2002", mature
on January 1, 2002, and bear interest at the rate of 8% per annum from July 1,
1996, provided, however, that Senior Debentures issued pursuant to the Klein
Exchange Agreement began to accrue interest on August 24, 1996. Interest is
payable quarterly on January 1, April 1, July 1 and October 1. Principal on the
Senior Debentures was to be paid quarterly on each interest payment date in
accordance with the schedule and priority set forth in the Debenture Agreement,
commencing on April 1, 1997; however, the parties to the Debenture Agreements
agreed to accrue the required payments until the date of final closing and
subordinate a portion of the payments in connection with debt refinancing
described below by the Company. The debenture holders subsequently agreed in
February of 1998 to accept Company stock for 2/3 of the accrued interest due at
December 31, 1997, and to receive the balance of the accrued interest due over a
fifteen-month period. During 1999, several of these payments have been deferred.

The Subordinated Debentures are designated as "10% Subordinated Debentures Due
2004," mature on January 1, 2004 and bear interest at the rate of 10% per annum
from July 1, 1996, provided, however, that Subordinated Debentures issued
pursuant to the Klein Exchange Agreement began to accrue interest from August
24, 1996. Interest is payable quarterly on January 1, April 1, July 1 and
October 1. Principal on the Subordinated Debentures is to be paid quarterly on
each interest payment date in accordance with the schedule and priority set
forth in the Debenture Agreement, commencing on April 1, 1999; however, the
parties to the Debenture Agreements agreed to modify the timing of the required
payments and subordinate a portion of the payments in connection with the debt
refinancing described below. The debenture holders subsequently agreed in
February of 1998 to accept Company stock for 2/3 of the accrued interest due at
December 31, 1997, and to receive the balance of the accrued interest due over a
sixteen-month period. During 1999, several of these payments have been deferred.

The KDR Debenture contains terms similar to the Subordinated Debentures. The
holder of the KDR Debenture is not a party to any of the modifications described
above.

In February of 1998, the Company restructured existing bank and third party
debt, including the payment of $5,000,000 of Senior Debentures, and consolidated
banking relationships with both Key Capital, Inc. and The Chase Manhattan Bank.
In connection with this restructuring, the Company expanded its bank lines of
credit to support working capital and other requirements. The credit agreement
entered into provided a revolving credit commitment of $30 million subsequently
increased to $33 million, a term loan of $5 million and a capital expenditure


                                                                              13
<PAGE>   16
loan of $3 million. The amount available to the Company under the revolving
credit commitment is based on certain amounts of eligible accounts receivable
and eligible inventories.

The Company, through an investment advisor, is reviewing other opportunities for
additional debt and/or equity financing for the Company. At present, the Company
has not entered into any agreements for any new debt and/or equity placements.

13.      INFLATION
         ---------

The impact of inflation on wholesale and retail operations is difficult to
measure. The Company cannot easily pass magazine costs on to customers unless
the publisher increases the cover price of the periodical, so it must control
inflation at the point of purchase. The Company is engaged in activities to
control these costs. As a result, the Company believes that the effect of
inflation, if any, on the results of operations and financial condition has been
minor and is expected to remain so in the future.

14.      SEASONALITY
         -----------

The sale of magazines, books, and newspapers is subject to minimal seasonality.

15.      YEAR 2000 ISSUES
         ----------------

The Company is in the process of addressing the Year 2000 Issue. The Company has
hired two additional programmers to free up resources needed to update its
in-house software. The Company also has initiated the process of seeking new
financial reporting software to replace existing software, including general
ledger, payroll, fixed assets, employee benefits and other related areas. The
costs to date have not been material and have been expensed when incurred. The
Company seeks to complete these plans during calendar 1998.

The Company must coordinate with customers, suppliers and creditors, and the
Company is in the process of analyzing the size of this coordination. At
present, the Company is not aware of any material event or uncertainty or
related cost that would negatively impact future reported costs in a material
amount.

The Company may develop some competitive advantages from the Year 2000 Issue if
it continues to modify its industry software in areas where its competition may
fall short.

16.      PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 - SAFE HARBOR
         --------------------------------------------------------------
         CAUTIONARY STATEMENT
         --------------------

This report contains forward-looking statements as defined by the Private
Securities Litigation Reform Act of 1995 (the Reform Act). These forward-looking
statements express the beliefs and expectations of management regarding UNIMAG's
future results and performance and include, without limitation, the following:
statements concerning the Company's outlook for 1998; the Company's plans for
revenue growth and operational cost reductions; the Company's plans for future
acquisitions; the Company's plans for future consolidations and changes in
properties; the Company's plans for future financing and refinancing; the
Company's future operational strategies to improve operating cash flow; the
Company's plans for margin recovery; and other similar expressions concerning
matters that are not historical facts.

Such statements are based on current expectations and involve a number of known
and unknown uncertainties that could cause the actual results, performances,
and/or achievements of the Company to

                                                                              14
<PAGE>   17

differ materially from any future results, performances, or achievements,
expressed or implied by the forward-looking statements, and any such statement
is qualified by reference to the following cautionary statements. In connection
with the safe harbor provisions of the Reform Act, the Company's management is
hereby identifying important factors that could cause actual results to differ
materially from management's expectations including, without limitation, the
following: the loss of chain customer business, the ability to obtain required
levels of product for all geographic markets; the acquisition or disposition of
additional entities; the ability of the Company to integrate the financial
records and related information of acquired companies; the ability of the
Company to obtain additional financing; the timing of the implementation of
operating synergies; further changes in the industry, including margin recovery
results; and other risks described from time to time in the Company's
Securities and Exchange Commission filings. The Company undertakes no
obligation to publicly release any revisions to these forward looking
statements for events occurring after the date hereof or reflect any other
unanticipated events.



                                     Remainder of Page Intentionally Left Blank.

                                                                              15
<PAGE>   18
PART II. OTHER INFORMATION AND SIGNATURES
         --------------------------------

ITEM 1.  LEGAL PROCEEDINGS

         Except as set forth below, there have been no material developments in
legal proceedings involving either the Company or its subsidiaries since the
filing of the Company's Annual Report on Form 10-KSB for the Fiscal Year Ended
September 27, 1997.    None

ITEM 2.  CHANGE IN SECURITIES:     None

ITEM 3.  DEFAULT UPON SENIOR SECURITIES:     None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:     None

ITEM 5.  OTHER INFORMATION


         The Company delayed filing its Form 10-KSB for the fiscal year ended
September 27, 1997 and its Form 10-Q for the quarter ended January 03, 1998
until completion of its financial statements. In August of 1999 the Company
filed its Form 10-K without the Accountant's Opinion.


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

         (a) None

         (b) Change in filing status. Effective October 2, 1997, UNIMAG began
filing as an SB filer. The first such filing was the Company's Form 10-QSB for
the first quarter of fiscal 1995. The Company's SB filing terminated with the
filing of Form 10-KSB for September 27, 1997. The regular filing status resumed
with Form 10-Q for the quarter ended January 03, 1998.

ITEM 7.  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.

                                       UNITED MAGAZINE COMPANY

                                              Registrant

                                       /s/ Ronald E. Scherer
                                       -------------------------------------
                                       Ronald E. Scherer
                                       President and Chief Executive Officer



                                       /s/ John B. Calfee, Jr.
                                       -------------------------------------
                                       John B. Calfee, Jr.
                                       Chief Financial Officer

                                                                              16