<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549

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

                                   FORM 10-QSB

               QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


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


                    For the Third Quarter Ended June 28, 1997
                         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:     x          No:
                               -----              -----

         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 July 25, 1997 was 26,760,334. After adjustment for the
anticipated one for ten reverse split to be effective after the 1997 Annual
Meeting of Shareholders, the adjusted number of common shares is 2,676,034.

            Traditional Small Business Disclosure Format (check one):

                        Yes:     x          No:
                               -----              -----



<PAGE>   2



                             UNITED MAGAZINE COMPANY

                                   FORM 10-QSB

                    FOR THE THIRD QUARTER ENDED JUNE 28, 1997

                                      INDEX


<TABLE>
<CAPTION>
                                                                                               Page
                                                                                               ----

<S>                                                                                              <C>
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements:

         Condensed Consolidated Balance Sheets                                                   1
                  June 28, 1997 and September 28, 1996

         Condensed Consolidated Statements of Operations (Unaudited)                             3
                  For the Three Months and Nine Months Ended June 28, 1997
                  And June 29, 1996

         Condensed Consolidated Statements of Cash Flow (Unaudited)                              4
                  For the Nine Months Ended June 28, 1997 and June 29, 1996

         Notes to Condensed Consolidated Financial Statements                                    5

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

PART II - OTHER INFORMATION AND SIGNATURES

Item 1.  Legal Proceedings                                                                       18

Item 2.  Change in Securities                                                                    18

Item 3.  Default Upon Senior Securities                                                          18

Item 4.  Submission of Matters to a Vote of Security Holders                                     18

Item 5.  Other Information                                                                       18

Item 6.  Exhibits and Reports on Form 8-K                                                        18

Signatures                                                                                       19
</TABLE>


                                       -i-

<PAGE>   3



                             UNITED MAGAZINE COMPANY
                             -----------------------
                                   FORM 10-QSB
                                   -----------
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      -------------------------------------
                   AS OF JUNE 28, 1997 AND SEPTEMBER 28, 1996
                   ------------------------------------------


<TABLE>
<CAPTION>
                                                            June 28,         September 28,
                             ASSETS                           1997                1996
                             ------                      -------------       -------------
                                                           (Unaudited)         (Audited)

<S>                                                      <C>                 <C>          
CURRENT ASSETS:
   Cash                                                  $   1,460.689       $   2,546,785
   Accounts receivable, net                                 41,737,368          29,835,357
   Inventories                                              29,890,358          35,746,922
   Marketable securities                                       278,563             473,556
   Notes receivable from related parties                     1,352,646           1,352,646
   Prepaids and other                                          843,080           1,335,458
                                                         -------------       -------------
              Total current assets                          75,562,704          71,290,724
                                                         -------------       -------------

PROPERTY AND EQUIPMENT, at cost:
   Land                                                        290,706             290,706
   Building and improvements                                 2,260,740           2,260,740
   Furniture and equipment                                   6,592,655           6,174,452
   Vehicles                                                  5,127,110           4,789,336
   Leasehold improvements                                      596,988             522,336
                                                         -------------       -------------
                                                            14,868,199          14,037,570
   Less - accumulated depreciation and amortization         (4,128,981)         (1,585,503)
                                                         -------------       -------------

              Total property and equipment, net             10,739,218          12,452,067
                                                         -------------       -------------

ASSETS HELD FOR SALE                                                 -           1,239,605
                                                         -------------       -------------

OTHER ASSETS:
   Sales orders and regulation records, net                    233,040             423,720
   Costs in excess of net assets acquired, net             151,377,650         154,518,179
   Covenants not to compete, net                               376,131             538,777
   Notes receivable from related parties                     1,788,645           1,788,645
   Prepaids                                                  3,723,378           5,501,703
   Other assets, net                                         3,673,609           3,617,107
                                                         -------------       -------------
              Total other assets                           161,172,453         166,388,131
                                                         -------------       -------------

              Total assets                               $ 247,474,375       $ 251,370,527
                                                         =============       =============
</TABLE>


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


<PAGE>   4


                             UNITED MAGAZINE COMPANY
                             -----------------------
                                   FORM 10-QSB
                                   -----------
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      -------------------------------------
                   AS OF JUNE 28, 1997 AND SEPTEMBER 28, 1996
                   ------------------------------------------



<TABLE>
<CAPTION>
                                                                    June 29,         September 28,
               LIABILITIES AND SHAREHOLDERS' EQUITY                   1997                 1996
               ------------------------------------              -------------       -------------
                                                                  (Unaudited)          (Audited)

<S>                                                              <C>                 <C>          
CURRENT LIABILITIES:
   Current portion of debt obligations                           $   9,511,486       $  10,822,386
   Current portion of Senior debentures                              8,323,236           3,329,295
   Short-term borrowings - related parties                           5,830,960           6,206,853
   Accounts payable                                                 78,016,978          70,302,971
   Accrued expenses                                                 15,309,980          12,762,143
   Accrued interest on debentures                                    4,968,882           1,041,006
   Income taxes payable                                              1,534,602           1,534,602
   Reserve for gross profit on sales returns                         6,821,471          10,474,409
                                                                 -------------       -------------
              Total current liabilities                            130,317,595         116,473,665

LONG-TERM DEBT OBLIGATIONS                                           7,109,828           9,247,711

DEBENTURES:
   - Senior                                                         31,596,579          36,590,520
   - Subordinated                                                   18,559,707          18,559,707

DEFERRED COMPENSATION PLAN                                           1,100,055           1,231,041

ACCRUED PENSION OBLIGATION                                           2,096,735           2,115,478

POST-RETIREMENT OBLIGATION                                           1,283,020           1,450,015

DEALER ADVANCE PAYMENTS AND OTHER                                      166,761             146,938
                                                                 -------------       -------------
              Total liabilities                                    192,230,280         185,815,075
                                                                 -------------       -------------

COMMITMENTS AND CONTINGENCIES

COMMON STOCK SUBJECT TO PUT AGREEMENTS, 482,140 shares
                                                                     4,769,692           4,329,287
                                                                 -------------       -------------

SHAREHOLDERS' EQUITY:
   Common stock, no par value, 53,250,000 shares
     authorized, 4,283,506 issued and 2,676,034 outstanding
     (including shares subject to Put Agreements)                          250                 250
   Paid-in capital                                                  43,416,645          43,079,563
   Obligation to issue shares (4,349,476)                           65,242,138          65,242,138
   Treasury stock, at cost                                             (16,998)            (16,998)
   Unrealized loss                                                    (226,212)            (31,219)
   Minimum pension liability adjustment                               (108,204)           (108,204)
   Retained deficit                                                (57,833,216)        (46,939,365)
                                                                 -------------       -------------
              Total shareholders' equity                            50,474,403          61,226,165
                                                                 -------------       -------------

              Total liabilities and shareholders' equity         $ 247,474,375       $ 251,370,527
                                                                 =============       =============
</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-QSB
                                   -----------
                    FOR THE THIRD QUARTER ENDED JUNE 28, 1997
                    -----------------------------------------
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 -----------------------------------------------
                         JUNE 28, 1997 AND JUNE 29, 1996
                         -------------------------------


<TABLE>
<CAPTION>
                                                       3 Months        3 Months        9 Months            9 Months
                                                      Ended 1997      Ended 1996       Ended 1997         Ended 1996
                                                  ----------------------------------------------------------------------
                                                     (Unaudited)      (Unaudited)     (Unaudited)        (Unaudited)

<S>                                                  <C>            <C>               <C>            <C>             
NET SALES                                             $79,600,935     $14,693,344     $229,704,447       $34,722,433

COST OF SALES                                          62,039,368      11,113,565      179,099,594        26,000,587
                                                  ----------------------------------------------------------------------

              Gross profit                             17,561,567       3,579,779       50,604,853         8,721,846

SELLING, GENERAL AND 
  ADMINISTRATIVE EXPENSES                             (16,109,254)     (3,441,583)     (49,918,166)       (8,374,634)

DEPRECIATION AND AMORTIZATION                          (2,111,547)       (526,005)      (6,393,622)       (1,112,205)

LOSS FROM INVESTMENT IN 
  WILMINGTON                                              -               -               -                  (90,192)
                                                  ----------------------------------------------------------------------

LOSS FROM OPERATIONS                                     (659,234)       (387,809)      (5,706,935)         (855,185)
                                                  ----------------------------------------------------------------------

OTHER INCOME (EXPENSES), net:
   Interest expense, net                               (1,603,505)       (151,414)      (5,317,543)         (428,879)
   Other, net                                             (23,971)         138,102          130,627           180,051
                                                  ----------------------------------------------------------------------

              Total other income (expenses), net       (1,627,476)        (13,312)      (5,186,916)         (248,828)
                                                  ----------------------------------------------------------------------

LOSS BEFORE TAXES                                      (2,286,710)       (401,121)     (10,893,851)       (1,104,013)

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

NET LOSS                                             $ (2,286,710)  $    (401,121)    $(10,893,851)  $    (1,104,013)
                                                  ======================================================================

WEIGHTED AVERAGE SHARES OUTSTANDING
                                                        7,069,413       2,681,836        7,061,978         2,674,870
                                                  ======================================================================

LOSS PER SHARE                                       $       (.32)  $        (.15)    $      (1.54)  $          (.41)
                                                  ======================================================================
</TABLE>


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


                                       3
<PAGE>   6



                             UNITED MAGAZINE COMPANY
                             -----------------------
                                   FORM 10-QSB
                                   -----------
                    FOR THE THIRD QUARTER ENDED JUNE 28, 1997
                    -----------------------------------------
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                 ----------------------------------------------
                            FOR THE NINE MONTHS ENDED
                            -------------------------
                         JUNE 28, 1997 AND JUNE 29, 1996
                         -------------------------------


<TABLE>
<CAPTION>
                                                                       9 Months Ended June    9 Months Ended
                                                                            28, 1997           June 29, 1996
                                                                      --------------------- ------------------
                                                                          (Unaudited)           (Unaudited)

<S>                                                                     <C>                 <C>            
NET CASH PROVIDED  BY (USED IN) OPERATING ACTIVITIES
                                                                         $    3,695,336     $     2,107,890

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                                         (830,629)           (490,688)
   Additions of long-term assets                                             (1,365,732)         -
   Proceeds from sale of Airplane held for resale                             1,239,605          -
                                                                   --------------------  ------------------
              Net cash used in investing activities                            (956,756)           (490,688)
                                                                   --------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payment of debt obligations                                               (3,824,676)           (396,762)
   Other, primarily advances to related parties                             -                    (1,658,067)
                                                                   --------------------  ------------------
              Net cash used in financing activities                          (3,824,676)         (2,054,829)
                                                                   --------------------  ------------------

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
                                                                             (1,086,096)           (437,627)

CASH, beginning of period                                                     2,546,785             755,338
                                                                   --------------------  ------------------

CASH, end of period                                                     $     1,460,689     $       317,711
                                                                   ====================  ==================

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

   Cash paid during the period for interest                             $     1,653,009     $        74,092
   Cash paid during the period for taxes                                         22,600              22,150


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

1997:  None

1996:  During the second quarter of 1996, UNIMAG purchased all of the 
outstanding stock of Triangle News Company, Inc.  See Note 7 to the Financial 
Statements.
</TABLE>

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


                                       4
<PAGE>   7


                             UNITED MAGAZINE COMPANY
                             -----------------------
                                   FORM 10-QSB
                                   -----------
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------
                    FOR THE THIRD QUARTER ENDED JUNE 28, 1997
                    -----------------------------------------
                                   (UNAUDITED)
                                   -----------


1.       GENERAL
         -------

In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments necessary to present fairly the
financial position of United Magazine Company and subsidiaries (UNIMAG or the
Company) as of June 28, 1997 and September 28, 1996, and the results of its
operations and cash flows for the nine months ended June 28, 1997 and June 29,
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
(the Parent) is a holding company. The operations for the quarter ended June 28,
1997 were conducted through its consolidated subsidiaries and also include the
impact of the business combinations in the fourth quarter of 1996 more fully
discussed below. The operations for the quarters ended June 28, 1997 and June
29, 1996 were conducted through its consolidated subsidiaries as follows:
Service News Company of Connecticut, doing business as Yankee News Company
(Yankee) was owned since May of 1993. Service News Company of Wilmington, North
Carolina ("Wilmington") was operated under a management agreement for the
quarter ended December 30, 1995 and was owned since January of 1996. Triangle
News Company, Inc., a Pennsylvania corporation, (Triangle) was acquired in
January of 1996. Reader's Choice (RC) was owned during the first three fiscal
quarters of 1996 and was sold in July of 1996.

Service News Company of Connecticut, (Yankee), is engaged in wholesale magazine,
newspaper and book distribution and owns and operates four newsstands and one
bookstore.

Service News Company of Wilmington, North Carolina (Wilmington) is engaged in
wholesale magazine and book distribution.

Triangle News Company, Inc., (Triangle) is engaged in wholesale magazine,
newspaper and book distribution.

Reader's Choice (RC) was engaged in the business of managing and reporting
information on retail display allowances and collecting these allowances which
are paid by publishers to retailers.

United Magazine Company also is effecting 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.

The Company is also effecting business combinations with a number of companies
affiliated with Ronald E. Scherer ("Ronald E. Scherer"), the Company's chairman,
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 ("Wholesalers"), Scherer Companies, a Delaware corporation
("Scherer Companies") and, pursuant to the agreement with Northern to acquire
all of the stock of MacGregor News Services, Inc., a Michigan corporation
("MacGregor"). The Company also is acquiring the stock of Read-Mor Bookstores,
Inc. (Read-Mor), a company managed by Scherer Companies. Read-Mor owns six
retail locations and is an insignificant acquisition.



                                       5
<PAGE>   8



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

Effective July 29, 1996, the Company entered into an Asset Transfer and Exchange
Agreement with Northern, pursuant to which the Company acquired such of the
assets of that company as are related to the wholesale distribution of
periodicals (and, pursuant to the agreement with Northern, to acquire all of the
stock of MacGregor held by Northern) in exchange for Common Stock of the Company
and Senior and Subordinated Debentures of the Company. Effective July 30, 1996,
the Company entered into a Stock Transfer and Exchange Agreement with Michiana
and the shareholders of Michiana (the "Michiana Shareholders"), pursuant to
which all of the Michiana Shareholders agreed to contribute their shares of
stock of Michiana to the Company in exchange for Common Stock of the Company and
Senior and Subordinated Debentures of the Company. Effective July 31, 1996, the
Company entered into a Stock Transfer and Exchange Agreement with Stoll and the
shareholders of Stoll (the "Stoll Shareholders"), pursuant to which all of the
Stoll Shareholders agreed to contribute their shares of stock of Stoll to the
Company in exchange for Common Stock of the Company and Senior and Subordinated
Debentures of the Company. Effective August 1, 1996, the Company entered into an
Asset Transfer and Exchange Agreement with OPD, subsequently modified to a Stock
Transfer and Exchange Agreement. This agreement was further amended to provide
for the transaction to be effected as a merger. In connection with the Merger
all of the OPD Stock owned by the OPD Shareholders will be converted into common
stock of the Company and Senior and Subordinated Debentures of the Company.
Effective August 2, 1996, the Company entered into an Asset Transfer and
Exchange Agreement with Wholesalers, pursuant to which the Company agreed to
acquire substantially all of the assets and assume substantially all of the
liabilities of that company as are related to the wholesale distribution of
periodicals in exchange for Common Stock of the Company and Senior and
Subordinated Debentures of the Company. Effective August 2, 1996, the Company
entered into a Stock Transfer and Exchange Agreement with Scherer Companies and
the shareholders of Scherer Companies (the "Scherer Shareholders"), pursuant to
which the Scherer Shareholders agreed to contribute their shares of stock of
Scherer Companies to the Company in exchange for Common Stock of the Company and
Senior and Subordinated Debentures of the Company. Effective August 23, 1996,
the Company entered into a Stock Transfer and Exchange Agreement with Klein and
the sole shareholder of Klein (the "Klein Shareholder"), pursuant to which the
Klein Shareholder agreed to contribute his shares of stock of Klein to the
Company in exchange for Common Stock of the Company and Senior and Subordinated
Debentures of the Company.

Each of these transactions has been or is expected to be closed into escrow
pending a favorable vote of the shareholders of the Company on each of these
transactions. Upon the shareholders voting in favor of the acquisitions at the
Annual Meeting of Shareholders scheduled for September 3, 1997, then closing
documents will be released from escrow and the transactions will be consummated.
Ronald E. Scherer, chairman of the Company, OPD, which is controlled by Ronald
E. Scherer, and R. David Thomas, another significant shareholder of the Company,
have each agreed to vote their shares in favor of the transactions with Stoll,
Michiana, Klein and the Scherer Affiliates. Together these shareholders are
entitled to vote more than 50% of the stock of the Company. Since approval of
the transactions is assured and UNIMAG had effective control over the operations
of the companies, the Acquisition Parties have been included in the consolidated
financial statements of UNIMAG as discussed in the footnotes to the financial
statements.

UNIMAG also owns three inactive subsidiaries.

3.       PENDING SHAREHOLDER ACTIONS
         ---------------------------

UNIMAG grew significantly during 1996 by the acquisition of six wholesalers (two
in the second quarter and four in the fourth quarter). Consideration for these
acquisitions was in the form of cash, notes payable, debentures and common stock
of the Company. Due to the significant amount of shares to be issued for the
fourth quarter acquisitions, UNIMAG is required to obtain shareholder approval.
The Company has completed the Proxy Statement for the shareholder vote at the
Annual Meeting of Shareholders to be held September 3, 1997. Upon approval by
the shareholders, the exchanges will occur and legal titles will pass. However,
the Company has already received the necessary approvals from two significant
shareholders who have agreed to vote their shares, which represent a majority of
the outstanding shares, in favor of the acquisitions discussed above, as well as
a 1 for 10 reverse stock split. 



                                       6
<PAGE>   9


Since the approval is assured, the Company has reflected the reverse stock split
for all periods presented and the effects of the acquisitions.

4.       PROVISION FOR INCOME TAXES
         --------------------------

The provision (benefit) for income taxes for the periods ended June 28, 1997 and
June 29, 1996 is as follows:

<TABLE>
<CAPTION>
                                          3 Months          3 Months        9 Months         9 Months
                                         Ended 1997        Ended 1996      Ended 1997       Ended 1996
                                        -------------    -------------   -------------    -------------

<S>                                     <C>              <C>             <C>              <C>          
           Current                      $   (915,000)    $   (160,000)   $ (4,358,000)    $   (442,000)
           Deferred                          915,000          160,000       4,358,000          442,000
                                        ------------     ------------    ------------     ------------

                    Total               $       -        $       -       $       -        $       -
                                        ============     ============    ============     ============
</TABLE>

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.

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 June 28, 1997, UNIMAG has approximately $58 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. The NOL
carryforwards will expire in the years 2003 through 2011. As a result of the
application of the Section 382 limitation, a significant amount of pre-change
net operating losses of the Combined Company should expire unutilized. UNIMAG
estimates that over $20 million of such net operating losses should expire
unutilized as a result of such limitation (assuming that the limitation is not
increased in respect of any built-in gains).

At June 28, 1997, UNIMAG had income taxes payable of $1,534,602. This relates
primarily to Michiana's tax assessment and interest due to the Internal Revenue
Service as a result of unfavorable tax settlements relating to years 1994 and
prior that was assumed by UNIMAG.

5.        PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
          -------------------------------------------

The following unaudited pro forma financial information presents the revenues,
net income and earnings per share from the combination of operations of the
Company and the significant acquisitions. The pro forma information is provided
as if each acquisition had occurred at the beginning of fiscal 1996. The pro
forma information is provided for information purposes only. It is based on
historical information and does not purport to reflect the results that would
have occurred had the acquisition occurred on October 1, 1995. There were two
significant acquisitions, Wilmington and Triangle, during the three months ended
March 30, 1996.

<TABLE>
<CAPTION>
                                                 9 Months Ended               3 Months Ended
                 in 000's, except EPS             June 29, 1996               June 29, 1996
                                                    Pro Forma                   Pro Forma
                                               ---------------------        --------------------

<S>                                                  <C>                       <C>       
                Net Revenue                          $ 208,375                 $   72,377
                Net Loss                               (14,024)                    (8,691)
                EPS                                  $   (1.99)                $    (1.23)
</TABLE>


                                       7
<PAGE>   10



6.        WILMINGTON ACQUISITION
          ----------------------

In April of 1995, UNIMAG entered into a Services and Management Agreement with
Service News Company of Wilmington, North Carolina (Wilmington). Included in the
Agreement was an option to purchase all of the outstanding stock of Wilmington.
As of December 30, 1995, UNIMAG had not exercised its option and, therefore,
treated the option as an investment and accounted for the investment under the
equity method. UNIMAG exercised their option to acquire Wilmington on January
12, 1996. The shareholders of Wilmington have shares, issued as part of the
consideration for the option to purchase the stock of Wilmington, that are
subject to future Put Agreements commencing in April of 1997. Interest is
accreted each quarter for the increase in value of the putable shares during
each quarter.

7.        TRIANGLE (PITTSBURGH) ACQUISITION
          ---------------------------------

On January 23, 1996 UNIMAG purchased all of the outstanding stock of Triangle
News Company, Inc., a Pennsylvania corporation (Triangle). Consideration given
included cash of $1,647,000 and 10,000 shares (post-reverse split) of UNIMAG
stock. In connection with the closing, UNIMAG financed $1,000,000 through its
wholly-owned subsidiary Service News Company of Connecticut, which utilized part
of a line of credit from the Bank of Boston and financed an additional $700,000,
secured by the assets of Triangle, from the Bank of Boston.



                                       8
<PAGE>   11


                             UNITED MAGAZINE COMPANY
                             -----------------------

                              FINANCIAL INFORMATION
                              ---------------------

                    FOR THE THIRD QUARTER ENDED JUNE 28, 1997
                    -----------------------------------------


                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


    Results of Operations of UNIMAG for the three months ended June 28, 1997
                               And June 29, 1996


Review of Operations

The results of operations for the quarter ended June 28, 1997 are not indicative
of results from prior quarters, nor are the results for the quarter indicative
of the future. 1996 was a unique transition year which featured industry wide
consolidations, declines in gross margin as a percent of revenue, and increases
in payroll costs related to increased levels of service. These trends have
continued into 1997, and the Company has continued its consolidation and cost
reduction efforts to offset the impact of these trends.

The following table provides comparative financial information for selected
quarters of 1997 and 1996.

<TABLE>
<CAPTION>
                                                                           Quarter Ended
                                              June 28, 1997      March 29, 1997    December 28, 1996    June 29, 1996
                                              -------------      --------------    -----------------    -------------
<S>                                                <C>                <C>                  <C>              <C>
   Results of Operations ($000):
      Revenue                                       79,601            $75,675              $74,429          $14,693
      Gross Margin                                  17,562             16,580               16,463            3,579
      Selling, General and Administrative           16,109             16,433               17,376            3,442
      EBITDA                                         1,453                147                (913)              137

   Net Loss                                        (2,287)            (3,733)              (4,874)            (401)

   As a Percent of Revenue:
      Gross Margin                                    22.1               21.9                 22.1             24.4
      Selling, General and Administrative             20.2               21.7                 23.3             23.4
      EBITDA                                           1.8                 .2                (1.2)              0.9
      Net Loss                                       (2.9)              (4.9)                (6.5)            (2.7)
   ---------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       9
<PAGE>   12


The following table provides financial information for the two quarters
presented which describes the operating results of the Company for the UNIMAG
entities prior to the acquisitions, for the acquisition companies combined, and
the related cost of goodwill amortization and debenture interest.

<TABLE>
<CAPTION>
                                                                                   Amortization of
                                                                                     Acquisition
                                                                                     Goodwill and
                                                   Prior          Acquisition         Debenture           Combined
                                                  UNIMAG           Companies           Interest            Total
                                                ------------     --------------    -----------------    -------------
<S>                                                 <C>              <C>             <C>                    <C>     
QUARTER ENDED JUNE 28, 1997: 
   Results of operations $(000):
     Revenue                                     $ 16,901           $ 62,700          $        -           $ 79,601
     Gross margin                                   3,721             13,841                   -             17,562
     Selling, general and administrative           (4,169)           (11,940)                  -            (16,109)

   Net income (loss)                                 (962)               818              (2,143)            (2,287)
   As a percent of revenue:
   Gross margin                                     22.02%             22.07%                     -           22.06%
   Selling, general and administrative             (24.67%)           (19.04%)                    -          (20.24%)

   Net income (loss)                                (5.69%)             1.30%                     -           (2.87%)

QUARTER ENDED MARCH 29, 1997: 
   Results of operations $(000):  
   Revenue                                       $ 15,986           $ 59,689          $        -           $ 75,675
   Gross margin                                     3,424             13,156                   -             16,580
   Selling, general and administrative             (3,887)           (12,546)                  -            (16,433)

   Net loss                                        (1,036)              (554)             (2,143)            (3,733)

   As a percent of revenue:
     Gross margin                                   21.42%             22.04%                     -           21.91%
     Selling, general and administrative           (24.32%)           (21.02%)                    -          (21.72%)

   Net loss                                         (6.48%)            (0.93%)                    -           (4.93%)
</TABLE>


The revenue for the Combined Company for the quarter ended June 28, 1997 was
$79,600,935, with approximately $62,700,000, or 79%, derived from the
Acquisition Companies. This was an increase of 442% over revenue for the quarter
ended June 29, 1996 and an increase of 5.2% over the previous fiscal quarter
ended March 29, 1997.

The Acquisition Companies grew by 5.0% from the second quarter to the third
quarter while the Prior Unimag Companies grew by 5.7%.

During 1996 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. As a result of these approximate 5% reductions in
revenue, the gross margin, as a percentage of revenue, declined from 24.4% in
the third fiscal quarter of 1996 and increased from 21.9% in the previous fiscal
quarter to approximately 22.1% in the third fiscal quarter of 1997. The margins
appear to have stabilized and are showing slight improvements during the current
quarter.

Selling, general and administrative expenses, as a percent of revenue, decreased
to 20.2% with prior UNIMAG at 24.7% and acquisition companies at 19.0%, in 1997
versus 23.4% in 1996 and 21.7% in the previous fiscal quarter. The in-store
service component of payroll expense increased in 1997 over 1996 as a result of
increased in-store service for the large retail customers. This increase in
in-store service cost, created by commitments under contract by the Company to
increase the levels of service to the retailers and to assume certain product
management functions previously performed by the retailer, also was
representative of changes occurring in the industry. These increases were more
than fully offset by 


                                       10
<PAGE>   13


the benefit of the reduction of full-time employees in Michigan, Indiana and
Ohio. The Acquisition Parties' percent declined more rapidly because the
synergies from consolidation were in the Acquisition Parties' markets when
warehouses were converted to depots and personnel reductions were made.

Depreciation and amortization expense increased due to the depreciation of fixed
assets acquired from Acquisition Parties and due to the amortization of goodwill
relating to the several business combinations in 1996. The acquisitions of
Wilmington, Triangle, Michiana, Stoll, Klein, Read-Mor and Scherer Affiliates
was accounted for using purchase price accounting. Accordingly, goodwill was
created in the amount of approximately $154,000,000. This goodwill is being
amortized over 40 years at an approximate amount of $962,500 per quarter.

This resulted in a change in the net loss to $2,286,710, or 2.9% of revenue in
the third fiscal quarter of 1997 compared to a loss of $401,121 , or 2.7% in
1996 and a loss of $3,732,832, or 4.9% in the preceding quarter. The net loss
for the quarter ended June 28, 1997 included approximately $962,000 from prior
UNIMAG versus $1,036,000 in the previous quarter, a gain of $818,000 from
Acquisition Companies versus a loss of $554,000 in the previous quarter and
approximately $2,143,000 in amortization of goodwill and debenture interest for
each quarter relating to the Acquisition Parties.

The acquisition of Michiana, Stoll, Klein, Read-Mor and Scherer Affiliates is
being 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 accrue
interest for the entire quarter. This increased interest expense for the third
quarter of 1997 by approximately $1,262,000.

Because of the loss for the quarter and because of loss carryforwards, UNIMAG
had no federal income tax expense for the second quarter of 1997. The Company
has a net operating loss (NOL) of approximately $58,000,000 at June 28, 1997;
however, the Company has not recognized any benefits from that NOL through June
28, 1997. As a result of the application of the Section 382 limitation, a
significant amount of pre-change net operating losses of the Combined Company
should expire unutilized. The Company estimates that over $20 million of such
net operating losses should expire unutilized as a result of such limitation
(assuming that the limitation is not increased in respect of any built-in
gains).

The calculation of earnings per common share and weighted average number of
shares outstanding includes the shares to be 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 to be submitted to the Shareholders for approval at the
1997 Annual Meeting of Shareholders. The effects of the one for ten reverse
stock split have been included because two shareholders holding more than 50% of
the shares of Common Stock of the Company have agreed to vote in favor of the
split.



                                       11
<PAGE>   14



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

     Results of Operations of UNIMAG for the nine months ended June 28, 1997
                                and June 29, 1996

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

Review of Operations

The results of operations for the nine months ended June 28, 1997 are not
indicative of results from prior quarters, nor are the results for the nine
months indicative of the future. The following table provides comparative
financial information for the first nine months of 1997 and 1996.

<TABLE>
<CAPTION>
                                                             June 28,           June 29,
                                                               1997               1996
                                                            ------------      -------------

<S>                                                          <C>               <C>        
     Results of Operations $(000):
        Revenue                                              $  229,705        $    34,722
        Gross Margin                                             50,605              8,722
        Selling, General and Administrative                      49,918              8,375

     Net Loss                                                   (10,894)            (1,104)

     As a Percent of Revenue:
        Gross Margin                                               22.0               25.1
        Selling, General and Administrative                        21.7               24.1
        Net Loss                                                   (4.7)              (3.2)
</TABLE>

The following table provides financial information for the nine months ended
June 28, 1997 presented and describes the operating results of the Company for
the UNIMAG entities prior to the acquisitions, for the acquisition companies
combined, and the related cost of goodwill amortization and debenture interest.


<TABLE>
<CAPTION>
                                                                                   Amortization of
                                                                                     Acquisition
                                                                                     Goodwill and
                                                   Prior          Acquisition         Debenture           Combined
                                                  UNIMAG           Companies           Interest            Total
                                                ------------     --------------    -----------------    -------------

<S>                                                 <C>              <C>             <C>                    <C>     
NINE MONTHS ENDED JUNE 28, 1997: 
   Results of operations $(000):
     Revenue                                        $ 49,390         $180,315        $          -           $229,705
     Gross margin                                     10,943           39,662                   -             50,605
     Selling, general and administrative             (12,087)         (37,831)                  -            (49,918)

   Net loss                                           (2,914)          (1,551)             (6,429)           (10,894)

   As a percent of revenue:
     Gross margin                                      22.16%           22.00%                  -              22.03%
     Selling, general and administrative              (24.47%)         (20.98%)                 -             (21.73)

   Net loss                                            (5.90%)           (.86%)                 -              (4.74%)
</TABLE>

The revenue for the Combined Company for the nine months ended June 28, 1997 was
$229,704,447 with approximately $180,315,000, or 78%, derived from the
Acquisition Companies. This was an increase of 562% over revenue for the nine
months ended June 29, 1996. This increase is primarily attributable to the
inclusion of revenue from the acquisition parties' companies during the entire
nine months ended June 28, 1997 with Acquisition Companies growing at a faster
rate during the third quarter than did prior Unimag companies.


                                       12
<PAGE>   15



During 1996 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. As a result of these approximate 5% reductions in
revenue, the gross margin, as a percentage of revenue, declined from 25.1% in
the first nine months of 1996 to approximately 22.0% in the first nine months of
1997 with the Acquisition Companies having a slightly better percent.

Selling, general and administrative expenses, as a percent of revenue, decreased
to 21.7% with prior UNIMAG at 24.5% and Acquisition Companies at 21.0%, in 1997
versus 24.1% in 1996. The in-store service component of payroll expense
increased in 1997 over 1996 as a result of increased in-store service for the
large retail customers. This increase in in-store service cost, created by
commitments under contract by the Company to increase the levels of service to
the retailers and to assume certain product management functions previously
performed by the retailer, also was representative of changes occurring in the
industry. These increases were more than fully offset by the benefit of the
reduction of full-time employees in Michigan, Indiana and Ohio. As a result, the
Acquisition Companies were able to decrease their percents more efficiently.

Depreciation and amortization expense increased due to the depreciation of fixed
assets acquired from Acquisition Parties and due to the amortization of
goodwill, relating to the several business combinations in 1996. The
acquisitions of Wilmington, Triangle, Michiana, Stoll, Klein, Read-Mor and
Scherer Affiliates was accounted for using purchase price accounting.
Accordingly, goodwill was created in the amount of approximately $154,000,000.
This goodwill is being amortized over 40 years at approximately $3,850,000
annually.

This resulted in an increase in the net loss to $10,893,851 or 4.7% of revenue
in 1997 compared to $1,104,013, or 3.2% in 1996. The net loss for the nine
months included approximately $2,914,000 from prior UNIMAG, $1,551,000 from
Acquisition Companies, and $6,429,000 for amortization of goodwill and debenture
interest, relating to the Acquisition Parties. The loss as a percentage of
revenue was 5.9% for Prior Unimag and 0.9% for the Acquisition Parties before
the impact of purchase accounting. This is reflective of the synergies being
achieved within the Acquisition Parties.

The acquisition of Michiana, Stoll, Klein, Read-Mor and Scherer Affiliates is
being 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 accrue
interest for the entire quarter. This increased interest expense for the first
nine months of 1997 by approximately $2,524,000.

Because of the loss for the quarter and because of loss carryforwards, UNIMAG
had no federal income tax expense for the first nine months of 1997. The Company
has a net operating loss (NOL) of approximately $58,000,000 at June 28, 1997;
however, the Company has not recognized any benefits from that NOL through June
28, 1997.

As a result of the application of the Section 382 limitation, a significant
amount of pre-change net operating losses of the UNIMAG Group should expire
unutilized. The Company estimates that over $20 million of such net operating
losses should expire unutilized as a result of such limitation (assuming that
the limitation is not increased in respect of any built-in gains).

The calculation of earnings per common share and weighted average number of
shares outstanding includes the shares to be 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 to be submitted to the Shareholders for approval at the
1997 Annual Meeting of Shareholders. The effects of the one for ten reverse
stock split have been included because two shareholders holding more than 50% of
the shares of Common Stock of the Company have agreed to vote in favor of the
split.


                                       13
<PAGE>   16


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

                                    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 third quarter of 1997 was $1,453,000 versus $147,000 for the
preceding quarter. EBITDA for the first nine months of 1997 was $687,000 versus
$347,000 for the first nine months of 1996. The 1997 EBITDA has been impacted
negatively by the gross margin and payroll pressures during UNIMAG's period of
ownership of the acquisition companies, and the Company has not received the
full benefits from implementation of expected consolidation synergies with the
acquisition companies because of the time and complexity involved in the
consolidations.

During the quarter ended June 28, 1997, the working capital deficit increased by
$1,241,000 to $54,755,000 with $2,974,000 of the increase due to increases in
current debenture principal and interest owed. Included in the $54,755,000 is
$19,123,000 for related party debt and for debenture principal and interest.

The Company anticipates improvements in EBITDA during the remainder of fiscal
1997 due to continued reductions in selling, general and administrative expenses
through consolidation synergies and through some improvement in gross margins.
It is anticipated that the major reduction in selling, general and
administrative expenses will come primarily from the Acquisition Parties. The
Company is closing or converting to delivery depots several warehouse locations
in the states of Michigan, Indiana and Ohio by consolidating the majority of the
office and warehouse functions in three existing locations. The gross margin
improvement plans include the negotiation of more favorable terms with
suppliers, changing the sales mix to higher margin products, and consolidating
book purchases for volume discounts.

The acquisition transactions of the Company since June 30, 1996 have added
$140,966,000 of goodwill to the Company's assets and $58,480,000 of Senior and
Subordinated Debentures to the Company's liabilities. On an annual basis the
Combined Company anticipates future amortization of approximately $3,524,000 for
this goodwill and initial annual interest of approximately $5,050,000 related to
these transactions.

Cash Flows - Operating Activities

During the first nine months of 1997 the Company experienced an increase in net
cash provided from operations of $3,695,000 compared to $2,108,000 in 1996.
Receivables increased by $4,188,000 more than vendor payables, with both
receivables and payables increasing by about $8,000,000 each during the first
fiscal quarter. Inventory of magazines and books was reduced by $5,857,000
during the nine months ended June 28, 1997, with most of the decrease occurring
in the second fiscal quarter. The loss for the nine months of $10,894,000 was
partially offset by depreciation and amortization of $6,394,000. The operating
cash flow results for the first nine months of fiscal 1996 were due primarily to
changes associated with the acquisitions of Wilmington and Pittsburgh.

Cash Flows - Investing Activities

The Company spent $831,000 in the first nine months of 1997 for capital
expenditures and $1,366,000 for other long term assets. During that same period
the Company sold an airplane held for resale for $1,240,000. The investing cash
flow results for the first nine months of fiscal 1996 included capital
expenditures of $491,000.

Cash Flows - Financing Activities

During the first nine months of 1997 the Company made net reductions of debt
obligations of $3,825,000 including $1,686,000 of current debt and $2,139,000 of
long-term debt. The financing results for the first nine months of fiscal 1996
included debt reductions of $397,000 and advances to related parties, now part
of the Acquisitions Companies, of $1,658,000.


                                       14
<PAGE>   17



Capital Resources

Through its acquisitions the Company has banking relationships with several
banks; however, the Company is seeking to consolidate its borrowing and increase
its borrowing capacity with one or more large financial institutions following
the Annual Meeting of Shareholders.

Capital Requirements

During 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 with one year.

Operational Measures

The receivables of the Company and its Acquisition Parties increased during the
first nine months of 1997 due to an increase in payment time periods by certain
large retailers. This increase in receivables caused a corresponding increase in
trade payables. The Company has centralized and consolidated its chain
collection efforts to improve future cash flow by reducing the number of days
outstanding of receivables.

In addition, through the Company's SMARTS System (which stands for Sales
Magazine Analysis React Transmit System) and related inventory management and
purchasing consolidation efforts, the Company has begun to reduce the amount of
inventory required to maintain and increase sales levels. During the quarter
ended June 28, 1997, the Company accelerated the amount of magazine and book
returns for vendor credit. This caused a decrease in the amount of estimated
reserve for the gross margin on future returns. The Company anticipates a
continuation of this effort during the balance of 1997.

Operating Synergies

The acquisition transactions will enable the Combined Company to successfully
leverage its investment in its sophisticated and proprietary SMARTS System,
acquired from the Scherer Affiliates, for more efficient product allocation and
higher per store revenue. The SMARTS System develops a Distribution Rate Base
("DRB") which is used by publishers to reach targeted customer growth. The
Company charges for the use of the DRB information, and this offsets the cost of
higher levels of service and the use of improved technology. Management believes
that, as the Combined Company continues to expand, the SMARTS System, which
provides a unique competitive advantage, will improve same store revenue as it
is introduced to new retail locations, and it will provide a critical
competitive advantage over other regional wholesalers in obtaining important new
accounts.

In addition to the proprietary SMARTS System, the Combined Company's current and
future high impact marketing programs provide an important competitive advantage
by customizing magazine displays to utilize otherwise wasted space in retail
stores. The implementation of these programs has historically enabled the
Company to improve a specific retail location's sales level by as much as 20-25%
when the program is introduced into the retail location. The Company expects
that the introduction of the high impact marketing program to Acquisition
Parties customers locations not currently using it will improve sales levels of
the Combined Company.

Through the consolidation of the contiguous Acquisition parties, management
expects the Combined Company to achieve considerable cost savings and operating
efficiencies through the elimination of redundant overhead and the consolidation
of overlapping facilities. Duplicate administrative and distribution functions
can be eliminated, and the costs and benefits of technology can be spread over a
larger customer base. Additionally, the consolidation of the businesses of the
Company and the Acquisition Parties should increase purchasing power and the
ability to negotiate favorable quantity discounts with publishers and national
brokers.

Management continues to implement the consolidated staffing plan for the
Combined Company and expects significant employee reductions and labor cost
savings as the operations of the Acquisition Parties are systematically
consolidated in the quarters following the consummation of the proposed


                                       15
<PAGE>   18


transactions. The Company has terminated or sent notices of pending termination
to approximately 15% of the 1996 total initial full-time work force that was in
place at September 28, 1996. The consolidation process focused on Michigan
during the quarter ended December 28, 1996, Ohio during the quarter ended March
29, 1997, and Indiana during the quarter ended June 28, 1997.

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 in the latter half of fiscal 1996 and the first nine months of 1997.

The Company has been named as a defendant in various litigation matters.
Management intends to vigorously defend these outstanding claims. 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 results of operations or financial conditions.

Financing Arrangements

Each of the Exchange Agreements contemplates that stock or assets of the various
Acquisition Parties will be contributed to the Company in exchange for Common
Stock of the Company, valued at $1.50 per share (pre-split), and for Senior and
Subordinated Debentures. The Company has entered into a Debenture Agreement (the
"Debenture Agreement") with the Stoll Shareholders, the Michiana Shareholders,
the Klein Shareholder, the OPD Shareholders, the Scherer Shareholders and the
Scherer Affiliates pursuant to which the Debentures are being issued. In
addition, the Company will issue a $4,5000,000 Subordinated Debenture and make a
cash payment of $500,000 in exchange for a $5,000,000 note owned by OPD 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 nominee.
The Company also will issue $242,211 of Senior Debentures and $94,594 of
Subordinated Debentures in connection with the acquisition of Read-Mor. The
Company anticipates the purchase of an additional $500,000 of common stock by R.
David Thomas after the Annual meeting.

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 will begin to accrue interest from August 24, 1996. Interest
is payable quarterly on January 1, April 1, July 1 and October 1, commencing on
the date of final closing of a particular acquisition. Principal on the Senior
Debentures will be paid quarterly on each interest payment date in accordance
with the schedule and priority set forth in the Debenture Agreement, commencing
on the date of final closing of a particular acquisition.

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 will begin to accrue interest from
August 24, 1996. Interest is payable quarterly on January 1, April 1, July 1 and
October 1, commencing on the date of final closing of a particular acquisition.
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.

The Debenture Agreement pursuant to which the Senior and Subordinated Debentures
are being issued to the Acquisition Parties requires the Company to use its best
efforts to refinance the Senior Debentures, which are expected to aggregate
approximately $39,920,000. In connection with such refinancing, the Company has
engaged Bank of Boston as financial advisor to the Company's Board of Directors.
Bank of Boston has been requested to provide fee based services in connection
with the development of a financing restructuring for the transactions and with
the related placement of debt and/or equity securities. The Company has had
discussions with several different entities, introduced to the Company by Bank
of Boston, interested in providing such financing. However, the Company has not
received a financing commitment nor reached agreement regarding such financing.

The Company also plans to restructure existing Company and Acquisition Parties
bank and third party debt and to consolidate banking relationships. The Company
further plans to expand bank lines of credit 


                                       16
<PAGE>   19



to support working capital and other requirements of the Combined Companies. The
Company has had discussions with several different entities interested in
providing such financing to the Combined Companies. At present, the Company has
not entered into any new debt and/or equity placements through the Bank of
Boston or through any other financial adviser in connection with the
transactions.

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.

Seasonality

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

Private Securities Litigation Reform Act of 1995 - Safe Harbor Cautionary
Statement

This Management's Discussion and Analysis of Financial Condition and Results of
Operations 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 the balance of 1997; the
Company's plans for acquisition transactions to be voted on at the next Annual
Meeting of Shareholders; the Company's plans for revenue growth and operational
cost reductions; the Company's plans for future financing and refinancing; the
Company's future operational strategies to improve operating cash flow; 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, performance,
and/or achievements of the Company to differ materially from any future results,
performances, and/or achievements of the Company, express 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: delays
in the date of the Annual Meeting of Shareholders; 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 obtain
financing and refinancing; the timing of the implementation of operating
synergies; further changes in the industry; 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.


                                       17
<PAGE>   20


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 Form 10-QSB for the Fiscal Quarter Ended March 29, 1997.

         NMDU Claims/WARN Litigation. In June, 1997, the ongoing mediation
between the NMDU and the multiple defendants in the NMDU case resulted in a
settlement recommendation by the mediator which has now been accepted by the
plaintiff and the defendants. Formal settlement documents are now being drafted
by attorneys for the parties. The Company will pay approximately $650,000 in
three annual payments. As an offset against this liability, the Company retains
the $1,000,000 unsecured offset from the Imperial's bankruptcy estate which it
had previously received in exchange for the release of its five claims against
the estate.

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:   None

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

         On June 23, 1997, August 4, 1997 and August 8, 1997, UNIMAG filed Form
8-KA's in connection with the Proxy Statement filed August 11, 1997. These
8-KA's provided supplemental information relating to the acquisitions described
in the Proxy.


                                       18
<PAGE>   21


SIGNATURES:

Pursuant to the requirements of the Securities and 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/ Thomas L. Gerlacher
                                         --------------------------------------
                                         Thomas L. Gerlacher
                                         Chief Financial Officer


                                       19