<PAGE>   1
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

(Mark One)

[X]      Quarterly report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934
         FOR THE QUARTERLY PERIOD ENDED OCTOBER 2, 1999.

                                       OR

[ ]      Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                       Commission file number 333 - 56551

                        EYE CARE CENTERS OF AMERICA, INC.
             (Exact name of registrant as specified in its charter)

            TEXAS                                              74-2337775
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification number)

                                11103 WEST AVENUE
                            SAN ANTONIO, TEXAS 78213
          (Address of principal executive offices, including zip code)

                                 (210) 340-3531
              (Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant has (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:

                        Yes [X]                  No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:

<TABLE>
<CAPTION>
           Class                                 Outstanding at November 5, 1999
           -----                                 -------------------------------
<S>                                              <C>
Common Stock, $.01 par value                             7,414,945 shares
</TABLE>

================================================================================


<PAGE>   2

                        EYE CARE CENTERS OF AMERICA, INC.

                                      INDEX


<TABLE>
<CAPTION>
                                                                                                      PAGE
                                                                                                     NUMBER
                                                                                                     ------
<S>      <C>                                                                                         <C>
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

         Condensed Consolidated Balance Sheets at January 2, 1999
                  and October 2, 1999 (Unaudited)........................................................2

         Condensed Consolidated Statements of Operations for the
                  Thirteen Weeks and Thirty-Nine Weeks Ended October 3, 1998
                  (Unaudited) and October 2, 1999 (Unaudited)............................................3

         Condensed Consolidated Statements of Cash Flows for the
                  Thirty-Nine Weeks Ended October 3, 1998 (Unaudited)
                  and October 2, 1999 (Unaudited)........................................................4

         Notes to Condensed Consolidated Financial Statements.........................................5-11

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations....................................................................12-20

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.....................................20

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings..............................................................................20

Item 6.  Exhibits and Reports on Form 8-K............................................................21-22
</TABLE>



                                       1
<PAGE>   3

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        EYE CARE CENTERS OF AMERICA, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                          JANUARY 2,        OCTOBER 2,
                                                            1999              1999
                                                          ---------         ---------
                                                                            (Unaudited)
<S>                                                       <C>               <C>
ASSETS
CURRENT ASSETS:
      Cash and cash equivalents ..................        $   5,127         $   1,718
      Accounts and notes receivable, net .........            6,453            10,728
      Inventory ..................................           26,977            29,599
      Prepaid expenses and other .................            2,286             5,032
      Deferred income taxes ......................              391               391
                                                          ---------         ---------
Total current assets .............................           41,234            47,468

PROPERTY & EQUIPMENT, net ........................           68,118            73,391
INTANGIBLE ASSETS, net ...........................          102,459           133,912
OTHER ASSETS .....................................           11,096            10,846
                                                          ---------         ---------
Total assets .....................................        $ 222,907         $ 265,617
                                                          =========         =========

LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
      Accounts payable ...........................        $  20,921         $  19,952
      Deferred revenue ...........................            5,331             6,245
      Current maturities of long-term debt .......            3,578             8,793
      Accrued payroll expense ....................            2,788             3,961
      Accrued interest ...........................            3,347             6,767
      Other accrued expenses .....................            8,186            14,744
                                                          ---------         ---------
Total current liabilities ........................           44,151            60,462

LONG-TERM DEBT, less current maturities ..........          242,945           268,581
DEFERRED INCOME TAXES ............................              391               391
DEFERRED RENT ....................................            3,246             3,284
DEFERRED GAIN ....................................            2,175             2,785
                                                          ---------         ---------
Total liabilities ................................          292,908           335,503
                                                          ---------         ---------


SHAREHOLDERS' DEFICIT:
      Common stock ...............................               75                74
      Preferred stock ............................           32,793            36,095
      Additional paid-in capital .................           60,958            56,940
      Accumulated deficit ........................         (163,827)         (162,995)
                                                          ---------         ---------
Total shareholders' deficit ......................          (70,001)          (69,886)
                                                          ---------         ---------
                                                          $ 222,907         $ 265,617
                                                          =========         =========
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.


                                       2
<PAGE>   4

                        EYE CARE CENTERS OF AMERICA, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                             (dollars in thousands)


<TABLE>
<CAPTION>
                                                                        THIRTEEN WEEKS                     THIRTY-NINE WEEKS
                                                                            ENDED                                ENDED
                                                                  ---------------------------------------------------------------
                                                                  OCTOBER 3,        OCTOBER 2,        OCTOBER 3,        OCTOBER 2,
                                                                    1998              1999              1998               1999
                                                                  ---------         ---------         ---------         ---------
                                                                 (Unaudited)       (Unaudited)       (Unaudited)        (Unaudited)
<S>                                                               <C>               <C>               <C>               <C>
NET REVENUES:
      Optical sales ........................................      $  58,707         $  74,587         $ 177,782         $ 217,911
      Management fee .......................................            851               832             2,035             2,355
                                                                  ---------         ---------         ---------         ---------
Total net revenues .........................................         59,558            75,419           179,817           220,266

OPERATING COSTS AND EXPENSES:
      Cost of goods sold ...................................         20,495            25,920            60,983            73,643
      Selling, general and administrative  expenses ........         34,007            43,534            99,349           123,109
      Recapitalization and other expenses ..................            192                --            25,455                --
      Amortization of intangibles ..........................            858             1,295             2,518             3,676
                                                                  ---------         ---------         ---------         ---------
Total operating costs and expenses .........................         55,552            70,749           188,305           200,428
                                                                  ---------         ---------         ---------         ---------

INCOME/(LOSS) FROM OPERATIONS ..............................          4,006             4,670            (8,488)           19,838

INTEREST EXPENSE, NET ......................................          5,239             5,658            13,501            17,541

IN-SUBSTANCE DEFEASED BONDS INTEREST EXPENSE, NET ..........            958                --             2,418                --

INCOME TAX EXPENSE .........................................              5               582                18               974
                                                                  ---------         ---------         ---------         ---------

NET INCOME/(LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE AND EXTRAORDINARY ITEM ................         (2,196)           (1,570)          (24,425)            1,323

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE ........             --                --                --               491

EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF LONG-TERM
DEBT .......................................................          4,200                --             8,355                --
                                                                  ---------         ---------         ---------         ---------

NET INCOME/(LOSS) ..........................................      $  (6,396)        $  (1,570)        $ (32,780)        $     832
                                                                  =========         =========         =========         =========
</TABLE>

            See Notes to Condensed Consolidated Financial Statements


                                       3
<PAGE>   5

                        EYE CARE CENTERS OF AMERICA, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                                 THIRTY-NINE        THIRTY-NINE
                                                                                 WEEKS ENDED        WEEKS ENDED
                                                                                   OCTOBER 3,        OCTOBER 2,
                                                                                     1998               1999
                                                                                 -----------        -----------
                                                                                 (Unaudited)        (Unaudited)
<S>                                                                              <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income/(loss) ...................................................        $ (32,780)        $     832
      Adjustments to reconcile net income to net cash  provided by
               operating activities:
         Depreciation and amortization ....................................           11,613            15,082
         Other amortization ...............................................              947             1,065
         Cumulative effect of change in accounting principle ..............               --               491
         Deferred liabilities and other ...................................              489               783
         Expenses to affect capital lease retirement ......................               --              (431)
         Loss on disposition of property and equipment ....................               81               752
         Extraordinary loss on early extinguishment of long-term debt .....            8,355                --
      Increase/(decrease) in operating assets and liabilities .............            7,809            (2,265)
                                                                                   ---------         ---------
Net cash provided by (used for) operating activities ......................           (3,486)           16,309
                                                                                   ---------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Acquisition of property and equipment ...............................          (12,571)          (16,482)
      Proceeds from sale of property and equipment ........................              766                20
      Purchase of retail outlet ...........................................               --              (368)
      Net outflow for Bizer Acquisition ...................................          (33,077)               --
      Net outflow for Vision Twenty-One Retail Acquisition ................               --           (38,851)
      Payments received on notes receivable ...............................              114               145
                                                                                   ---------         ---------
Net cash used for investing activities ....................................          (44,768)          (55,536)
                                                                                   ---------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Payments on debt and capital leases .................................          (42,780)           (2,656)
      Payments related to deferred compensation ...........................              (10)               --
      Proceeds from issuance of long-term debt ............................          234,611            39,118
      Proceeds from the issuance of common stock ..........................           71,689                64
      Proceeds from the issuance of preferred stock .......................           27,750                --
      Payments to retire redeemable preferred stock .......................          (12,385)               --
      Purchase of investment securities-restricted ........................          (76,618)               --
      Expenses to affect recapitalization .................................          (24,045)               --
      Redemption of common stock ..........................................         (128,365)             (440)
      Equity distribution .................................................               --              (268)
      Other financing activities ..........................................             (374)               --
                                                                                   ---------         ---------
Net cash provided by (used for) financing activities ......................           49,473            35,818
                                                                                   ---------         ---------

NET INCREASE/(DECREASE) IN CASH ...........................................            1,219            (3,409)
CASH AND CASH EQUIVALENTS, beginning of period ............................            7,172             5,127
                                                                                   ---------         ---------
CASH AND CASH EQUIVALENTS, end of period ..................................        $   8,391         $   1,718
                                                                                   =========         =========
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.


                                       4
<PAGE>   6

                        EYE CARE CENTERS OF AMERICA, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION

         The consolidated financial statements include the accounts of Eye Care
Centers of America, Inc., its wholly owned subsidiaries (collectively, unless
the context otherwise requires, the "Company") and certain optometrists to whom
the Company provides management services. All significant intercompany balances
and transactions have been eliminated.

         The accompanying unaudited Condensed Consolidated Financial Statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included and are of a
normal, recurring nature. Operating results for the thirteen week and
thirty-nine week periods ended October 2, 1999 are not necessarily indicative of
the results that may be expected for the fiscal year ended January 1, 2000. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Eye Care Centers of America, Inc.'s Annual
Report on Form 10-K for the year ended January 2, 1999.

2.  RELATED PARTY TRANSACTIONS

         The Company and Thomas H. Lee Company ("THL Co.") entered into a
management agreement (the "Management Agreement"), as of the closing date of the
Company's Recapitalization (defined herein), pursuant to which THL Co. received
a financial advisory fee of $6.0 million in connection with structuring,
negotiating and arranging the Recapitalization of the Company and related debt
financing. In addition, pursuant to the Management Agreement, THL Co. will
initially receive $500,000 per year plus expenses for management and other
consulting services provided to the Company. After a term of ten years from the
closing date, the Management Agreement is automatically renewable on an annual
basis unless either party serves notice of termination at least ninety days
prior to the renewal date. For the thirteen week and thirty-nine week periods
ended October 2, 1999, the Company incurred $125,000 and $375,000, respectively,
related to the agreement.

3.  INCOME TAXES

         Deferred tax assets and liabilities are determined based on differences
between financial reporting and tax basis of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. The Company currently has a net deferred
tax asset related to its temporary differences. Based upon the weight of
available evidence allowed under the criteria set forth under FAS Statement No.
109, including the lack of carryback potential, uncertainties exist as to the
future realization of the deferred tax asset. These uncertainties include lack
of carryback potential as the Company has incurred taxable losses in past years.
The Company has established a full valuation allowance for its deferred tax
assets.


                                       5
<PAGE>   7

4.  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                        THIRTY-NINE           THIRTY-NINE
                                                                        WEEKS ENDED           WEEKS ENDED
                                                                         OCTOBER 3,            OCTOBER 2,
                                                                           1998                  1999
                                                                        -----------           -----------
                                                                        (UNAUDITED)           (UNAUDITED)
<S>                                                                     <C>                   <C>
Cash paid for interest................................................  $     8,509           $   12,889
Dividends accrued on redeemable preferred stock.......................  $       268           $       --
Rollover of preferred stock by management.............................  $     2,250           $       --
Rollover of common stock by management................................  $     5,625           $       --
Dividends accrued on preferred stock..................................  $     1,768           $    3,302
Retirement of capital lease obligation................................  $        --           $    5,652
</TABLE>

5.   INTEREST RATE SWAPS

         The Company does not hold or issue financial instruments for trading
purposes nor is it a party to leveraged derivatives. The Company uses interest
rate swaps that are "vanilla" and involve little complexity as hedge instruments
to manage interest rate risk.

         The counter parties to the Company's derivatives consist of major
international financial institutions. Because of the number of these
institutions and their high credit ratings, management believes these
derivatives do not present significant credit risk to the Company.

<TABLE>
<CAPTION>
                                               Weighted          Weighted
                                                Average           Average
Notional Amounts            Maturity           Fixed Pay      Floating Receive
 October 2, 1999              Date                Rate             Rate
----------------            --------           ---------      ----------------
<S>                         <C>                <C>            <C>
$ 33.3 million                2000                5.9%              5.0%
$ 33.3 million                2001                5.9%              5.0%
</TABLE>


         Interest rate swap agreements effectively convert floating rates on
long-term debt to fixed rates. The Company's intent is to reduce overall
interest expense while maintaining an acceptable level of risk to interest rate
fluctuations. The swap agreements specifically hedge a portion of both $50.0
million aggregate principle amount of the Company's Floating Interest Rate
Subordinated Term Securities due 2008 and $50.0 million of the Company's Credit
Facility, which consists of (i) the $55.0 million term loan facility; (ii) the
$35.0 million revolving credit facility; and (iii) the $100.0 million
acquisition facility. As market interest rates fluctuate, the unrealized gain or
loss on the swap portfolio moves in relationship to the fair value of the
underlying debt. The Company had an unrealized loss on the interest rate swap
portfolio of $0.2 million as of October 2, 1999. The change in the market value
of these interest rate swaps is not recorded in the financial position or
operations of the Company. Interest to be paid or received is accrued as an
adjustment to interest expense. Upon early termination of interest rate swaps,
the fair value of the swaps at termination will be recorded through operations
over the remaining contractual life of the swap. If the hedged item is repaid
early, the Company will evaluate if the swap agreement is to be redesignated or
exited.


                                       6
<PAGE>   8


6.   NEW ACCOUNTING PRONOUNCEMENTS

         Derivatives. In June 1998, the Financial Accounting Standards Board
issued SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, which is required to be adopted in years beginning after June 15,
1999. In June 1999, SFAS No. 137 was issued, which delays the required adoption
of SFAS No. 133 by one year. The statement permits early adoption as of the
beginning of any fiscal quarter after its issuance. The statement will require
the Company to recognize all derivatives on the balance sheet at fair value.
Derivatives that are not hedges must be adjusted to fair value through income.
If the derivative is a hedge, depending on the nature of the hedge, changes in
the fair value of derivatives will either be offset against the change in fair
value of the hedged assets, liabilities, or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is recognized in
earnings. The ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings. The Company has not yet determined what the
effect of SFAS No. 133 will be on the earnings and financial position of the
Company.


7.   CONDENSED CONSOLIDATING INFORMATION

     The $100,000,000 in principal amount of 9 1/8% Senior Subordinated Notes
due 2008 and $50,000,000 in principal amount of Floating Interest Rate
Subordinated Term Securities due 2008 were issued by the Company and are
guaranteed by all of the Company's subsidiaries (the "Guarantor Subsidiaries")
but are not guaranteed by certain private optometrists ("ODs") to whom the
Company provides management services. The guarantor subsidiaries are
wholly-owned by the Company and the guarantees are full, unconditional and joint
and several. The following condensed consolidating financial information
presents the financial position, results of operations and cash flows of (i) the
Company, as parent, as if it accounted for its subsidiaries on the equity
method, (ii) the Guarantor Subsidiaries, and (iii) ODs. Separate financial
statements of the Guarantor Subsidiaries are not presented herein as management
does not believe that such statements would be material to investors. Previous
fiscal years are not presented herein as the non-guarantor OD was consolidated
starting in the fourth quarter of fiscal 1998 and prior to this date all
subsidiaries were guarantors.


                                       7
<PAGE>   9

                           CONSOLIDATING BALANCE SHEET
                                 OCTOBER 2, 1999

<TABLE>
<CAPTION>
                                                                    Guarantor                                        Consolidated
                                                    Parent         Subsidiaries         ODs        Eliminations        Company
                                                  ---------        ------------      ---------     ------------      ------------
<S>                                               <C>              <C>               <C>           <C>               <C>
ASSETS
Current assets:
   Cash and cash equivalents                      $  (1,793)        $   3,511        $      --       $      --         $   1,718
   Accounts and notes receivable                    133,166            25,599              697        (148,734)           10,728
   Inventory                                         15,450            14,149               --              --            29,599
   Prepaid expenses and other                         3,028             2,004               --              --             5,032
  Deferred income taxes                                 391                --               --              --               391
                                                  ---------         ---------        ---------       ---------         ---------
Total current assets                                150,242            45,263              697        (148,734)           47,468

Property and equipment                               43,316            30,075               --              --            73,391
Intangibles                                          20,761           113,055               96              --           133,912
Other assets                                         10,410               436               --              --            10,846
Investment in subsidiaries                            6,850                --               --          (6,850)               --
                                                  ---------         ---------        ---------       ---------         ---------
                                                  $ 231,579         $ 188,829        $     793       $(155,584)        $ 265,617
                                                  =========         =========        =========       =========         =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                               $  32,912         $ 134,847        $     268       $(148,075)        $  19,952
   Deferred revenue                                   4,385             1,860               --              --             6,245
   Current maturities of long-term debt               8,000               793               --              --             8,793
   Accrued payroll expense                            2,161             1,800               --              --             3,961
   Accrued interest                                   6,546               221               --              --             6,767
   Other accrued expenses                             9,757             4,987              280            (280)           14,744
                                                  ---------         ---------        ---------       ---------         ---------
Total current liabilities                            63,761           144,508              548        (148,355)           60,462
Long-term debt, less current maturities             233,698            34,783              100              --           268,581
Deferred income taxes                                   391                --               --              --               391
Deferred rent                                         2,384               900               --              --             3,284
Deferred gain                                         2,055               730               --              --             2,785
                                                  ---------         ---------        ---------       ---------         ---------
Total liabilities                                   302,289           180,921              648        (148,355)          335,503
                                                  ---------         ---------        ---------       ---------         ---------
Shareholders' equity/(deficit):
   Common stock                                          74                --               --              --                74
   Preferred stock                                   36,095                --               --              --            36,095
   Additional paid-in capital                        56,116             1,092             (268)             --            56,940
   Accumulated deficit                             (162,995)            6,816              413          (7,229)         (162,995)
                                                  ---------         ---------        ---------       ---------         ---------
Total shareholders' equity/(deficit)                (70,710)            7,908              145          (7,229)          (69,886)
                                                  ---------         ---------        ---------       ---------         ---------
                                                  $ 231,579         $ 188,829        $     793       $(155,584)        $ 265,617
                                                  =========         =========        =========       =========         =========
</TABLE>


                         CONSOLIDATING INCOME STATEMENT
                 FOR THE THIRTY-NINE WEEKS ENDED OCTOBER 2, 1999

<TABLE>
<CAPTION>
                                                                    Guarantor                                         Consolidated
                                                     Parent        Subsidiaries         ODs         Eliminations        Company
                                                    ---------      ------------      ---------      ------------      ------------
<S>                                                 <C>             <C>              <C>            <C>               <C>
Optical sales                                       $ 122,621       $  67,273        $  28,017        $      --         $ 217,911
Management fees                                            --           7,546               --           (5,191)            2,355
Investment earnings in subsidiaries                       963              --               --             (963)               --
                                                    ---------       ---------        ---------        ---------         ---------
Net revenues                                          123,584          74,819           28,017           (6,154)          220,266
Operating costs and expenses:
   Cost of goods sold                                  41,656          24,622            7,365           73,643
   Selling, general and administrative expenses        63,677          44,610           20,013           (5,191)          123,109
   Amortization of intangibles                            786           2,887                3            3,676
                                                    ---------       ---------        ---------        ---------         ---------
Total operating costs and expenses                    106,119          72,119           27,381           (5,191)          200,428
                                                    ---------       ---------        ---------        ---------         ---------
Income (loss) from operations                          17,465           2,700              636             (963)           19,838
Interest expense, net                                  15,574           1,961                6               --            17,541
Income tax expense                                        694              --              280               --               974
                                                    ---------       ---------        ---------        ---------         ---------
Net income (loss) before extraordinary item             1,197             739              350             (963)            1,323
Cumulative effect of change in accounting
   principle                                              365             126               --               --               491
                                                    ---------       ---------        ---------        ---------         ---------
Net income (loss)                                   $     832       $     613        $     350        $    (963)        $     832
                                                    =========       =========        =========        =========         =========
</TABLE>


                                       8
<PAGE>   10

                         CONSOLIDATING INCOME STATEMENT
                  FOR THE THIRTEEN WEEKS ENDED OCTOBER 2, 1999

<TABLE>
<CAPTION>
                                                                    Guarantor                                        Consolidated
                                                    Parent        Subsidiaries         ODs          Eliminations       Company
                                                   --------       ------------       --------       ------------     ------------
<S>                                                <C>            <C>                <C>            <C>              <C>
Optical sales                                      $ 40,833         $ 24,428         $  9,326         $     --         $ 74,587
Management fees                                          --            2,515               --           (1,683)             832
Investment earnings in subsidiaries                  (4,643)              --               --            4,643
                                                   --------         --------         --------         --------         --------
Net revenues                                         36,190           26,943            9,326            2,960           75,419
Operating costs and expenses:
   Cost of goods sold                                14,937            8,063            2,920               --           25,920
   Selling, general and administrative expenses      13,711           25,056            6,450           (1,683)          43,534
   Amortization of intangibles                          264            1,030                1               --            1,295
                                                   --------         --------         --------         --------         --------
Total operating costs and expenses                   28,912           34,149            9,371           (1,683)          70,749
                                                   --------         --------         --------         --------         --------
Income (loss) from operations                         7,278           (7,206)             (45)           4,643            4,670
Interest expense, net                                 5,038              618                2               --            5,658
Income tax expense                                      569               --               13               --              582
                                                   --------         --------         --------         --------         --------
Net income (loss) before extraordinary item           1,671           (7,824)             (60)           4,643           (1,570)
Cumulative effect of change in accounting
   principle                                             --               --               --               --               --
                                                   --------         --------         --------         --------         --------
Net income (loss)                                  $  1,671         $ (7,824)        $    (60)        $  4,643         $ (1,570)
                                                   ========         ========         ========         ========         ========
</TABLE>

                      CONSOLIDATING STATEMENT OF CASH FLOWS
                 FOR THE THIRTY-NINE WEEKS ENDED OCTOBER 2, 1999

<TABLE>
<CAPTION>
                                                                      Guarantor                                      Consolidated
                                                     Parent          Subsidiaries        ODs        Eliminations       Company
                                                    --------         ------------     --------      ------------     ------------
<S>                                                 <C>              <C>              <C>           <C>              <C>
Cash flows from operating activities:
Net income (loss)                                   $    832         $    613         $    350       $   (963)        $    832
Adjustments to reconcile net income (loss)
     to net
Cash provided by operating activities:
    Depreciation and amortization                      8,660            6,419                3             --           15,082
    Other amortization                                 1,055               10               --          1,065
    Cumulative effect of change in                        --               --
        accounting principle                             365              126              491
    Deferred liabilities and other                     1,000             (217)              --             --              783
    Expenses to affect capital lease
        retirement                                        --             (431)              --             --             (431)
    (Gain) loss on disposition of property
        and equipment                                    505              247               --             --              752
    Increase/(decrease) in operating assets
        and liabilities                              (37,853)          35,673              (85)            --           (2,265)
                                                    --------         --------         --------       --------         --------

Net cash provided by (used in) operating
     activities                                      (25,436)          42,440              268           (963)          16,309
                                                    --------         --------         --------       --------         --------

Cash flows from investing activities:
    Acquisition of property and equipment            (13,217)          (3,265)              --             --          (16,482)
    Proceeds from sale of property and
        equipment                                         18                2               --             --               20
    Purchase of retail outlet                           (368)              --               --             --             (368)
    Purchase of Vision Twenty-One Retail
        Acquisition                                   (1,691)         (37,160)              --             --          (38,851)
    Payment received on notes receivable                   3              142               --             --              145
    Investment in subsidiaries                          (963)              --               --            963               --
                                                    --------         --------         --------       --------         --------

Net cash provided by (used in) investing
     activities                                      (16,218)         (40,281)              --            963          (55,536)
                                                    --------         --------         --------       --------         --------

Cash flows from financing activities:
    Payments on debt and capital leases               (2,000)            (656)              --             --           (2,656)
    Proceeds from issuance of long-term debt          39,118               --               --             --           39,118
    Proceeds from issuance of common stock                64               --               --             --               64
    Repurchase of common stock                          (440)              --               --             --             (440)
    Equity distribution                                   --               --             (268)            --             (268)
                                                    --------         --------         --------       --------         --------

Net cash provided by (used in) financing
     activities                                       36,742             (656)            (268)            --           35,818
                                                    --------         --------         --------       --------         --------

Net decrease in cash and cash equivalents             (4,912)           1,503               --             --           (3,409)

Cash and cash equivalents at beginning of
     period                                            3,119            2,008               --             --            5,127
                                                    --------         --------         --------       --------         --------

Cash and cash equivalents at end of period          $ (1,793)        $  3,511         $     --       $     --         $  1,718
                                                    ========         ========         ========       ========         ========
</TABLE>


                                       9
<PAGE>   11

8.   OTHER ACCRUED EXPENSES

     Other accrued expenses consists of the following:


<TABLE>
<CAPTION>
                                  January 2,     October 2,
                                     1999          1999
                                  ---------      ---------
<S>                               <C>            <C>
Property taxes                     $ 1,159        $ 1,512
Professional fees                      478            276
Payroll and sales/use taxes            622            955
Store expenses                         952          1,117
Insurance                              230          2,111
Construction                         1,083            934
Advertising                          1,598            991
Acquisition liability                   --          4,540
Other                                2,064          2,308
                                   -------        -------

Other accrued expenses             $ 8,186        $14,744
                                   =======        =======
</TABLE>

9.   ACQUISITION

         On August 31, 1999, the Company acquired from Vision Twenty-One, Inc.
("Vision Twenty-One") and its subsidiary, The Complete Optical Laboratory, Ltd.,
Corp. (the "Subsidiary"), substantially all of the assets used to operate 76
retail eyewear outlets pursuant to that certain Asset Purchase Agreement, dated
July 7, 1999, by and among the Company, Vision Twenty-One and the Subsidiary
(the "VTO Retail Acquisition"). As a result of this acquisition, the Company
(through its subsidiaries) (i) owns and operates 39 stores under the name
"Vision World" in Minnesota, North Dakota, Iowa, South Dakota, and Wisconsin and
18 stores under the name "Stein Optical" in Wisconsin, and (ii) manages 19
stores under the name "Eye Drx" in New Jersey pursuant to a business management
agreement with a private optometrist (collectively, the "Acquired Businesses").
The results of operations from these Acquired Businesses have been included in
the Company's operating results from the date of acquisition.

         The estimated aggregate cash consideration paid at the closing by the
Company to Vision Twenty-One and the Subsidiary in the VTO Retail Acquisition
was $36.5 million (the purchase price being subject to an adjustment based upon
a final audit of these retail operations as of August 31, 1999, which the
Company believes will impact the final purchase price). The Company utilized its
existing $100.0 million acquisition facility to finance the transaction.

         The VTO Retail Acquisition was accounted for using the purchase method
of accounting. Accordingly, a portion of the purchase price has been
preliminarily allocated to the identifiable net assets acquired based on their
estimated fair values with the balance of the purchase price included in
goodwill. The cost in excess of identifiable net assets acquired is being
amortized over 25 years on a straight-line basis.

         Simultaneously with the closing, the Company entered into a strategic
alliance with Vision Twenty-One involving their respective managed care
programs, optometry and ophthalmology practices and the co-marketing of Vision
Twenty-One's refractive surgery program. On October 25, 1999, Vision Twenty-One
announced it has developed an initial plan to substantially exit the business of
managing practices of optometry and ophthalmology and the discontinuation of
select managed care contracts that are not consistent with the business plan. In
light of the foregoing, the status of the strategic alliance with


                                       10
<PAGE>   12

Vision Twenty-One is being evaluated. Additionally, Vision Twenty-One
currently manages 21 optometric practices in Florida, 9 in Arizona and 6 in
Texas which are located within or adjacent to the Company's stores.


                                       11
<PAGE>   13

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


INTRODUCTION

         Eye Care Centers of America, Inc. is the fourth largest retail optical
chain in the United States as measured by net revenues, operating 354 stores,
275 of which are optical superstores. The Company operates predominately under
the trade name "EyeMasters," and in certain geographical regions under the trade
names "Binyon's," "Visionworks", "Hour Eyes", "Dr. Bizer's VisionWorld", "Dr.
Bizer's ValuVision", "Doctor's ValuVision", "Vision World", "Stein Optical" and
"Eye Drx". The Company operates in the $15.8 billion optical retail market.
Management believes that key drivers of growth for retail optical chains include
(i) the aging of the United States population, (ii) the increased role of
managed vision care, (iii) the consolidation of the industry and (iv) new
product innovations.

         The industry is highly fragmented and is undergoing significant
consolidation. Since 1996, the Company has acquired and integrated four
acquisitions. The following describes the two most recent acquisitions in 1998
and 1999. In September 1998, the Company acquired certain assets of Dr. Bizer's
VisionWorld, PLLC and related entities (the "Bizer Entities"), a nineteen store
optical retailer located primarily in Kentucky and Tennessee, and simultaneously
entered into long-term management agreements with a private optometrist to
manage such nineteen stores (collectively, the "Bizer Acquisition"). The results
of operations from the date of acquisition from these nineteen stores are
included in the Company's consolidated results of operations. In August 1999,
the Company consummated the VTO Retail Acquisition acquiring substantially all
of the assets used to operate 76 retail eyewear outlets from Vision Twenty-One,
Inc. in Minnesota, North Dakota, Iowa, South Dakota, Wisconsin and New Jersey
and simultaneously entering into a long-term business management agreement with
a private optometrist to manage the nineteen New Jersey locations.

         On March 6, 1998, ECCA Merger Corp. ("Merger Corp."), a Delaware
corporation formed by Thomas H. Lee Company ("THL Co."), and the Company entered
into a recapitalization agreement (the "Recapitalization Agreement") providing
for, among other things, the merger of such corporation with and into the
Company (the "Merger" and, together with the financing of the recapitalization
and related transactions described below, the "Recapitalization"). Upon
consummation of the Recapitalization on April 24, 1998, Thomas H. Lee Equity
Fund IV, L.P. ("THL Fund IV") and other affiliates of THL Co. (collectively with
THL Fund IV and THL Co., "THL") owned approximately 89.7% of the issued and
outstanding shares of common stock of the Company ("Common Stock"), existing
shareholders (including management) of the Company retained approximately 7.3%
of the issued and outstanding Common Stock and management purchased additional
shares representing approximately 3.0% of the issued and outstanding Common
Stock. The total transaction value of the Recapitalization was approximately
$323.8 million, including related fees and expenses, and the implied total
equity value of the Company following the Recapitalization was approximately
$107.3 million.

         Certain of the funds needed to consummate the Recapitalization were
obtained through the sale, pursuant to Rule 144A promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), of $100,000,000 in
principal amount of 9 1/8% Senior Subordinated Notes due 2008 (the "Fixed Rate
Notes") and $50,000,000 in principal amount of Floating Interest Rate
Subordinated Term Securities due 2008 (the "Floating Rate Notes" and, together
with the Fixed Rate Notes, the "Initial Notes"). The Initial Notes were issued
by the Company and guaranteed by the Company's subsidiaries (the "Subsidiary
Guarantors"). Under that certain Indenture, dated April 24, 1998 (the
"Indenture"), by and among the Company, the Subsidiary Guarantors, and the
United States Trust Company of New York as Trustee


                                       12
<PAGE>   14

governing the Initial Notes, the Company and the Subsidiary Guarantors are
jointly and severally liable for payment of the Initial Notes. The Company filed
a registration statement with the Securities and Exchange Commission with
respect to an offer to exchange the Initial Notes for notes which have terms
substantially identical in all material respects to the Initial Notes, except
such notes are freely transferable by the holders thereof and are issued without
any covenant regarding registration (the "Exchange Notes"). The registration
statement was declared effective on January 28, 1999. The exchange period ended
March 4, 1999. The Exchange Notes are the only notes of the Company which are
currently outstanding. In addition to the net proceeds from the sale of the
Initial Notes, the Recapitalization was financed with (a) approximately $55.0
million of borrowings under the Credit Facility (defined herein) and (b)
approximately $99.4 million from the sale of capital stock to THL, Bernard W.
Andrews and other members of management (the "Equity Contribution") consisting
of (i) approximately $71.6 million from the sale of Common Stock and (ii)
approximately $27.8 million from the sale of shares of a newly created series of
preferred stock of the Company ("New Preferred Stock"). The Company used the
proceeds from such bank borrowings, the sale of the Exchange Notes, and the
Equity Contribution principally to finance the conversion into cash of the
shares of Common Stock which were not retained by existing stockholders, to
refinance certain existing indebtedness of the Company, to redeem certain
outstanding preferred stock of the Company and to pay related fees and expenses
of the Recapitalization. In connection with the Recapitalization, the Company
in-substance defeased its previously issued 12% Senior Notes due 2003 (the
"Senior Notes") by depositing with the trustee for the Senior Notes (i) an
irrevocable notice of redemption of the Senior Notes on October 1, 1998 and (ii)
United States government securities in an amount necessary to yield on October
1, 1998, $78.4 million, which constituted the principal amount, premium and
interest payable on the Senior Notes on the October 1, 1998 redemption date. The
Senior Notes were defeased as scheduled on October 1, 1998.


                                       13
<PAGE>   15

RESULTS OF OPERATIONS

The following table sets forth for the periods indicated certain statement of
income data as a percentage of net revenues:

<TABLE>
<CAPTION>
                                                                      THIRTEEN                    THIRTY-NINE
                                                                     WEEKS ENDED                  WEEKS ENDED
                                                              --------------------------     ------------------------
                                                              OCTOBER 3,      OCTOBER 2,     OCTOBER 3,    OCTOBER 2,
                                                                1998            1999           1998          1999
                                                              ----------      ----------     ----------    ----------
<S>                                                           <C>             <C>            <C>           <C>
STATEMENT OF INCOME DATA:
NET REVENUES:
      Optical sales                                              98.6%          98.9%          98.9%          98.9%
      Management fee                                              1.4            1.1            1.1            1.1
                                                                -----          -----          -----          -----
Total net revenues                                              100.0          100.0          100.0          100.0

OPERATING COSTS AND EXPENSES:
      Cost of goods sold                                         34.9*          34.8*          34.3*          33.8*
      Selling, general and administrative expenses               57.9*          58.4*          55.9*          56.5*
      Recapitalization and other expenses                         0.3             --           14.2             --
      Amortization of intangibles                                 1.4            1.7            1.4            1.7
                                                                -----          -----          -----          -----

Total operating costs and expenses                               93.3           93.8          104.7           91.0
                                                                -----          -----          -----          -----

INCOME/(LOSS) FROM OPERATIONS                                     6.7            6.2           (4.7)           9.0

INTEREST EXPENSE, NET                                             8.8            7.5            7.6            8.0


IN-SUBSTANCE DEFEASED BONDS INTEREST EXPENSE, NET                21.6             --            1.3             --

INCOME TAX EXPENSE                                                0.0            0.8            0.0            0.4
                                                                -----          -----          -----          -----


NET INCOME/(LOSS) BEFORE CHANGE IN ACCOUNTING PRINCIPLE
AND EXTRAORDINARY LOSS                                           (3.7)          (2.1)         (13.6)           0.6

CHANGE IN ACCOUNTING PRINCIPLE                                     --             --             --            0.2

EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF LONG-TERM
DEBT                                                              7.0             --            4.6             --
                                                                -----          -----          -----          -----


NET INCOME/(LOSS)                                               (10.7)%         (2.1)%        (18.2)%          0.4%
                                                                =====          =====          =====          =====
</TABLE>

*  Percentages based on optical sales only


                                       14
<PAGE>   16


THE THIRTEEN WEEKS ENDED OCTOBER 2, 1999 COMPARED TO THE THIRTEEN WEEKS ENDED
OCTOBER 3, 1998.


Net Revenues. The increase in net revenues to $75.4 million for the thirteen
weeks ended October 2, 1999 from $59.6 million for the thirteen weeks ended
October 3, 1998 was largely the result of the Bizer Acquisition and VTO
Acquisition and an increase in comparable store sales of 0.1%. The Bizer and VTO
Retail Acquisitions resulted in an increase in net revenues of $9.3 million and
$4.4 million, respectively, during the third thirteen weeks of fiscal 1999.

Gross Profit. Gross profit increased to $48.7 million for the thirteen weeks
ended October 2, 1999 from $38.2 million for the thirteen weeks ended October 3,
1998. Gross profit as a percentage of optical sales increased to 65.2% for the
thirteen weeks ended October 2, 1999 as compared to 65.1% for the thirteen weeks
ended October 3, 1998. This percentage increase was primarily due to increased
productivity within the store labs.

Selling General & Administrative Expenses (SG&A). SG&A increased to $43.5
million for the thirteen weeks ended October 2, 1999 from $34.0 million for the
thirteen weeks ended October 3, 1998. SG&A as a percentage of optical sales
increased to 58.4% for the thirteen weeks ended October 2,1999 from 57.9% for
the thirteen weeks ended October 3, 1998. This percentage increase was primarily
due to the inclusion of doctor payroll expenses for the stores acquired through
the Bizer Acquisition, which were not included in the third quarter of 1998
results. This percentage increase was offset by increased leveraging of
advertising expenditures.

Amortization Expense. Amortization expense (excluding the amortization of store
pre-opening costs) increased to $1.3 million for the thirteen weeks ended
October 2, 1999 from $0.9 million for the thirteen weeks ended October 3, 1998.
This increase was due to amortization of the goodwill related to the Bizer
Acquisition, which was consummated on September 30, 1998.

Net Interest Expense. Net interest expense decreased to $5.7 million for the
thirteen weeks ended October 2, 1999 from $6.2 million for the thirteen weeks
ended October 3, 1998. This decrease was due to the repayment of interest
related to the defeasance of the $70.0 million Senior Notes and was offset by
the increased borrowings related to the Bizer and VTO Retail Acquisitions.

Net Income. Net loss decreased to $1.6 million for the thirteen weeks ended
October 2, 1999 from a net loss of $6.4 million for the thirteen weeks ended
October 3, 1998.

THE THIRTY-NINE WEEKS ENDED OCTOBER 2, 1999 COMPARED TO THE THIRTY-NINE WEEKS
ENDED OCTOBER 3, 1998.

Net Revenues. The increase in net revenues to $220.3 million for the thirty-nine
weeks ended October 2, 1999 from $179.8 million for the thirty-nine weeks ended
October 3, 1998 was largely the result of the Bizer Acquisition, the VTO Retail
Acquisition and an increase in comparable store sales of 1.1%. The Bizer
Acquisition and the VTO Retail Acquisition resulted in an increase in net
revenues of $28.0 million and $4.4 million, respectively, during the thirty-nine
weeks of fiscal 1999.

Gross Profit. Gross profit increased to $144.3 million for the thirty-nine weeks
ended October 2, 1999 from $116.8 million for the thirty-nine weeks ended
October 3, 1998. Gross profit as a percentage of optical sales increased to
66.2% for the thirty-nine weeks ended October 2, 1999 as compared to 65.7%


                                       15
<PAGE>   17

for the thirty-nine weeks ended October 3, 1998. This percentage increase was
primarily due to increased productivity within the store labs.

Selling General & Administrative Expenses (SG&A). SG&A increased to $123.1
million for the thirty-nine weeks ended October 2, 1999 from $99.3 million for
the thirty-nine weeks ended October 3, 1998. SG&A as a percentage of optical
sales increased to 56.5% for the thirty-nine weeks ended October 2, 1999 from
55.9% for the thirty-nine weeks ended October 3, 1998. This percentage increase
was primarily due to the inclusion of doctor payroll expenses for the stores
acquired through the Bizer Acquisition, which were not included in the third
quarter of 1998 results. This percentage increase was offset by increased
leveraging of advertising expenditures and other general selling expenses.

Amortization Expense. Amortization expense (excluding the amortization of store
pre-opening costs) increased to $3.7 million for the thirty-nine weeks ended
October 2, 1999 from $2.5 million for the thirty-nine weeks ended October 3,
1998. This increase was due to amortization of the goodwill related to the Bizer
Acquisition, which was consummated on September 30, 1998, and amortization of
the debt issuance costs related to the Recapitalization.

Net Interest Expense. Net interest expense increased to $17.5 million for the
thirty-nine weeks ended October 2, 1999 from $15.9 million for the thirty-nine
weeks ended October 3, 1998. This increase was due to the increased borrowings
related to the Recapitalization, the Bizer Acquisition and the VTO Retail
Acquisition.

Net Income. Net income increased to $0.8 million for the thirty-nine weeks ended
October 2, 1999 from a net loss of $32.8 million for the thirty-nine weeks ended
October 3, 1998.

LIQUIDITY AND CAPITAL RESOURCES

         Cash flows from operating activities have provided net cash of $16.3
million for the thirty-nine weeks ended October 2, 1999 as compared to a use of
$3.5 million for the thirty-nine weeks ended October 3, 1998. As of October 2,
1999, the Company had $1.7 million of cash available to meet the Company's
obligations.

         Capital expenditures are related to the construction of new stores,
repositioning of existing stores in some markets, new computer systems for the
stores and maintenance of existing facilities. Capital expenditures for the
thirty-nine weeks ended October 2, 1999 were $16.5 million. Capital expenditures
for 1999 are anticipated to be approximately $22.0 million. Of the 1999 capital
expenditures, approximately $11.0 million are expected to be related to new
stores, approximately $5.0 million are expected to be for maintenance of
existing facilities and the remaining approximately $6.0 million represents the
funds necessary to complete the Company's point-of-sale and equipment upgrade
programs, which management believes are non-recurring in nature.

         In connection with the Recapitalization, the Company entered into a
credit agreement (the "Credit Facility") which consists of (i) the $55.0 million
term loan facility (the "Term Loan Facility"); (ii) the $35.0 million revolving
credit facility (the "Revolving Credit Facility"); and (iii) the $100.0 million
acquisition facility (the "Acquisition Facility"), of which $50.0 million was
committed at April 24, 1998. At October 2, 1999, the Company had $53.0 million
in term loans outstanding under the Term Loan Facility and $69.2 million
outstanding under the Acquisition Facility, which funded the Bizer and VTO
Acquisitions. At October 2, 1999, the Company had $35.0 million under the
Revolving Credit Facility and $30.8 million under the Acquisition Facility
uncommitted. Borrowings made under the Credit Facility bear interest at a rate
equal to, at the Company's option, LIBOR plus 2.25% or the Base Rate (as defined
in the Credit Facility) plus 1.25%. The Term Loan Facility matures five years
from the closing date of the Credit Facility and will amortize quarterly in
aggregate annual principal amounts of approximately $0.0 million, $4.0 million,
$12.0


                                       16
<PAGE>   18

million, $18.0 million, and $21.0 million, respectively, for years one through
five after the closing of the Credit Facility.

         In connection with the Recapitalization, the Company completed a debt
offering of the Initial Notes, which were subsequently exchanged for the
Exchange Notes. Interest on the Exchange Notes will be payable semiannually on
each May 1 and November 1, commencing on November 1, 1998. Interest on the Fixed
Rate Notes accrues at the rate of 9 1/8% per annum. The Floating Rate Notes bear
interest at a rate per annum, reset semiannually, and equal to LIBOR (as
defined) plus 3.98%. The Exchange Notes will not be entitled to the benefit of
any mandatory sinking fund. On April 24, 1998, the Company entered into an
interest rate swap agreement which converts a portion of the Floating Rate Notes
to a fixed rate.

         During 1996, the Company issued 110,000 shares of Series A Cumulative
Mandatorily Redeemable Exchangeable Pay-in-Kind Preferred Stock ("Preferred
Stock"). In conjunction with the Recapitalization, the Company repurchased the
Preferred Stock, canceled it and issued 300,000 shares of a new series of
preferred stock (the "New Preferred Stock"), par value $ .01 per share.
Dividends on shares of New Preferred Stock are cumulative from the date of issue
(whether or not declared) and will be payable when and as may be declared from
time to time by the Board of Directors of the Company. Such dividends accrue on
a daily basis from the original date of issue at an annual rate per share equal
to 13% of the original purchase price per share, with such amount to be
compounded quarterly. The New Preferred Stock will be redeemable at the option
of the Company, in whole or in part, at $100 per share plus (i) the per share
dividend rate and (ii) all accumulated and unpaid dividends, if any, to the date
of redemption, upon occurrence of an offering of equity securities, a change of
control or certain sales of assets.

         Based upon current operations, anticipated cost savings and future
growth, the Company believes that its cash flow from operations, together with
available borrowings under the Revolving Credit Facility, will be adequate to
meet its anticipated requirements for working capital, capital expenditures and
scheduled principal and interest payments. However, the Company believes that
its ability to repay the Exchange Notes and amounts outstanding under the
Revolving Credit Facility and the Acquisition Facility at maturity may require
additional financing. The ability of the Company to meet its debt service
obligations and reduce its debt will be dependent on the future performance of
the Company, which in turn, will be subject to general economic conditions and
to financial, business, and other factors, including factors beyond the
Company's control. A portion of the Company's debt bears interest at floating
rates; therefore, its financial condition is and will continue to be affected by
changes in prevailing interest rates.

SYSTEMS CONVERSION; YEAR 2000 ISSUE

         The Company is aware of the potential for industry wide business
disruption which could occur due to problems related to the "Year 2000" issue.
It is the belief of the Company's management that it has a prudent plan in place
to address these issues within the Company and with its suppliers. The
components of the Company's plan include: an assessment of internal systems for
modification and/or replacement; communication with external vendors to
determine their state of readiness to maintain an uninterrupted supply of goods
and services to the Company; an evaluation of the Company's production equipment
as to its ability to function properly after the turn of the century; an
evaluation of facility-related issues; the retention of technical and advisory
expertise to ensure that the Company is taking prudent action steps; and the
development of a contingency plan.


                                       17
<PAGE>   19

State of Readiness

         The Company has developed a comprehensive plan to reduce the
probability of operational difficulties due to Year 2000 related failures. The
Company believes that it is on track towards a timely completion at the
beginning of December of 1999. Overall the Company estimates that it has
substantially completed the Year 2000 issue identification process, and
estimates that approximately 90% of the Year 2000 issues identified have been
remediated.

Internal Systems (Information Technology)

         To date, the Company has fully completed its assessment of all
information technology systems that could be significantly affected by the Year
2000 issue. The completed assessment indicated that certain systems are already
Year 2000 compliant while others are still in the process of being remediated.
Compliant systems include the Company's general ledger system, the managed
vision care system, the merchandising system and the point-of-sale system. The
system remaining to be remediated is the payroll/human resources system, which
should be compliant by the end of November 1999.

Suppliers

         The Company is in the process of communicating with its external
vendors to gain an understanding of their state of readiness to maintain an
uninterrupted supply of goods and services to the Company. Although the Company
believes that its products may be purchased from a number of vendors on
comparable terms and that therefore it is not dependent on any individual or
group of vendors for frames or lenses, the Company has identified vendors that
may otherwise be viewed as important to its business. The Company is defining a
critical vendor as one whose inability to continue to provide goods and services
could have a serious adverse impact on the Company's ability to produce,
deliver, and collect payment for eyewear and/or services. To date the Company is
not aware of any supplier with a Year 2000 issue that would materially impact
the results of operations, liquidity or capital resources. However, the Company
has no means of ensuring that suppliers will be Year 2000 ready. Although the
Company believes it does not have any vendor which is individually critical, the
inability of suppliers to complete their Year 2000 resolution process in a
timely fashion could materially impact the Company.

Production Equipment

         The Company has completed an inventory of production equipment
currently used at the Company. The Company has determined the Year 2000
readiness of this equipment through communication with the equipment
manufacturers and testing where appropriate. The Company is not aware of any
production equipment that is affected by the Year 2000 issue.

Facility-Related Issues

         The Company is in the process of evaluating facilities-related
equipment with the potential for Year 2000 related failures. The Company will
determine the Year 2000 readiness of this equipment through communication with
the equipment manufacturers and testing where appropriate. It is the Company's
intention to repair or replace non-compliant equipment prior to operating
difficulties. The Company remains aware of the potential for imbedded logic
within microchips to cause equipment failure. The Company believes that it has a
prudent approach towards evaluating facilities equipment, however, it may be
impracticable or impossible to test certain items of equipment for Year 2000
readiness. To the extent such untested equipment is not Year 2000 ready, it may
fail to operate on or after January 1, 2000, resulting in possible interruptions
of security, heating, elevator, telephone and other services.


                                       18
<PAGE>   20

Technical and Advisory Expertise

         The Company has engaged outside consultants to assist it in project
planning, testing methodologies, and evaluating our Year 2000 remediation
activities.

Costs

         The Company is evaluating the total cost of Year 2000 compliance. At
this time, the Company estimates the total cost of Year 2000 related activities
to be approximately $2,000,000, with $500,000 of that amount yet to be incurred.
This amount is incremental spending and has been budgeted within the normal
magnitude of Information Technology spending. This amount includes the
replacement of hardware and applications that are outdated and were due for
replacement regardless of Year 2000 issues.

Contingency Plan

         Although the Company believes that it is taking prudent action related
to the identification and resolution of issues related to the Year 2000, its
assessment is still in progress. The Company may never be able to know with
certainty whether certain key vendors are compliant. Failure of key vendors to
make their computer systems Year 2000 compliant could result in delayed
deliveries of products to the Company. If such delays are extended they could
have a material adverse effect on the Company's business, financial condition,
and results of operations. There are also technical vagaries to logic imbedded
within microchips, which may prove impracticable or impossible to test. To the
extent such microchips are not Year 2000 compliant, this could have a material
adverse effect on the Company's business, financial condition, and results of
operations.

Risks

     The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity and financial condition. Due to the general
uncertainty inherent in the Year 2000 problem, resulting in part from the
uncertainty of the Year 2000 readiness of third-party suppliers, the Company is
unable to determine at this time whether the consequences of Year 2000 failures
will have a material impact on the Company's results of operations, liquidity or
financial condition. The Company's efforts related to the Year 2000 issue are
expected to significantly reduce the Company's level of uncertainty about the
Year 2000 problem and, in particular, about the Year 2000 compliance and
readiness of its critical vendors. The Company believes that, with the
implementation of new business systems and completion of the plans set in place
related to the Year 2000 issue, the possibility of significant interruptions of
normal operations should be reduced.


INFLATION

         The impact of inflation on the Company's operations has not been
significant to date. While the Company does not believe its business is highly
sensitive to inflation, there can be no assurance that a high rate of inflation
would not have an adverse impact on the Company's operations.


                                       19
<PAGE>   21

SEASONALITY AND QUARTERLY RESULTS

         The Company's sales fluctuate seasonally. Historically, the Company's
highest sales and earnings occur in the first and third fiscal quarters;
however, the opening of new stores and the Bizer Acquisition and the VTO Retail
Acquisition may affect seasonal fluctuations. Hence, quarterly results are not
necessarily indicative of results for the entire year.


FORWARD LOOKING STATEMENTS

         The foregoing Form 10-Q contains various "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements represent the Company's expectations or belief concerning future
events, including the following: any statements regarding future sales and gross
profit percentages, any statements regarding the continuation of historical
trends, and any statements regarding the sufficiency of the Company's cash
balances and cash generated from operating and financing activities for the
Company's future liquidity and capital resource needs. Without limiting the
foregoing, the words "believes," "anticipates," "plans," "expects," and similar
expressions are intended to identify forward-looking statements. The Company
cautions that these statements are further qualified by important economic and
competitive factors that could cause actual results to differ materially from
those in the forward-looking statements, including, without limitation, risks of
the eye care industry, including a highly competitive industry with many
well-established competitors with greater financial and other resources than the
Company, and the impact of changes in consumer tastes, local, regional and
national economic conditions, demographic trends, traffic patterns, employee
availability and cost increases. In addition, the Company's ability to expand is
dependent upon various factors, such as the availability of attractive sites for
new stores, the ability to negotiate suitable lease terms, the ability to
generate or borrow funds to develop new stores and obtain various government
permits and licenses and the recruitment and training of skilled management and
employees. Accordingly, such forward-looking statements do not purport to be
predictions of future events or circumstances and may not be realized.


ITEM 3.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is exposed to various market risks. Market risk is the
potential loss arising from adverse changes in market prices and rates. The
Company does not enter into derivative or other financial instruments for
trading or speculative purposes. There have been no material changes in the
Company's market risk during the third quarter of fiscal 1999. For further
discussion, refer to the Eye Care Centers of America, Inc.'s annual report on
Form 10-K for the year ended January 2, 1999.


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     The Company is a party to routine litigation in the ordinary course of its
business. There have been no such pending matters, individually or in the
aggregate, that are deemed to be material to the business or financial condition
of the Company that have arisen during the third quarter of fiscal 1999. For
further discussion, refer to the Eye Care Centers of America, Inc.'s annual
report on Form 10-K for the year ended January 2, 1999.


                                       20
<PAGE>   22

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report.



         2.1      Stock Purchase Agreement dated August 15, 1996 by and between
                  Eye Care Centers of America, Inc., Visionworks Holdings, Inc.
                  and the Sellers listed therein. (a)

         2.2      Stock Purchase Agreement, dated September 30, 1997, by and
                  among Eye Care Centers of America, Inc., a Texas corporation,
                  Robert A. Samit, O. D. and Michael Davidson, O. D. (a)

         2.3      Recapitalization Agreement dated as of March 6, 1998 among
                  ECCA Merger Corp., Eye Care Centers of America, Inc. and the
                  sellers Listed therein. (a)

         2.4      Amendment No. 1 to the Recapitalization Agreement dated as of
                  April 23, 1998 among ECCA Merger Corp., Eye Care Centers of
                  America, Inc., and the sellers listed therein. (a)

         2.5      Amendment No. 2 to the Recapitalization Agreement dated as of
                  April 24, 1998 among ECCA Merger Corp., Eye Care Centers of
                  America, Inc. and the sellers listed therein. (a)

         2.6      Articles of Merger of ECCA Merger Corp. with and into Eye Care
                  Centers of America, Inc. dated April 24, 1998. (a)

         2.7      Master Asset Purchase Agreement, dated as of August 22, 1998,
                  by and among Eye Care Centers of America, Inc., Mark E. Lynn,
                  Dr. Mark Lynn & Associates, PLLC; Dr. Bizer's Vision World,
                  PLLC and its affiliates. (a)

         2.8      Letter Agreement, dated October 1, 1998, amending and
                  modifying that certain Master Asset Purchase Agreement, dated
                  as of August 22, 1998, by and among Eye Care Centers of
                  America, Inc.; Mark E. Lynn; Dr. Mark Lynn & Associates, PLLC;
                  Dr. Bizer's VisionWorld, PLLC and its affiliates. (a)

         2.9      Asset Purchase Agreement, dated July 7, 1999 by and among Eye
                  Care Centers of America, Inc., Vision Twenty-One, Inc., and
                  The Complete Optical Laboratory, Ltd., Corp. (c) (*)

         2.10     Letter Agreement, dated August 31, 1999, amending and
                  modifying that certain Asset Purchase Agreement, dated July 7,
                  1999 by and among Eye Care Centers of America, Inc., Vision
                  Twenty-One, Inc., and The Complete Optical Laboratory, Ltd.,
                  Corp. (d)

         3.1      Restated Articles of Incorporation of Eye Care Centers of
                  America Inc. (a)

         3.2      Statement of Resolution of the Board of Directors of Eye Care
                  Centers of America, Inc. designating a series of Preferred
                  Stock. (a)


                                       21
<PAGE>   23

         3.3      Amended and Restated By-laws of Eye Care Centers of America,
                  Inc. (a)

         3.4      Certificate of Incorporation of Eye Drx Retail Management,
                  Inc. (a)

         3.5      Certificate of Incorporation of Stein Optical, Inc. (a)

         3.6      Certificate of Incorporation of Vision World, Inc. (a)

         4.1      Indenture dated as of April 24, 1998 among Eye Care Centers of
                  America, Inc., the Guarantors named therein and United States
                  Trust Company of New York, as Trustee for the 9 1/8% Senior
                  Subordinated Notes Due 2008 and Floating Interest Rate
                  Subordinated Term Securities. (a)

         4.2      Form of Fixed Rate Exchange Note (included in Exhibit 4.1
                  Hereto). (a)

         4.3      Form of Floating Rate Exchange Note (included in Exhibit 4.1
                  Hereto). (a)

         4.4      Form of Guarantee (included in Exhibit 4.1 hereto). (a)

         4.5      Registration Rights Agreement dated April 24, 1998 between Eye
                  Care Centers of America, Inc., the subsidiaries of the Company
                  named as guarantors therein, BT Alex. Brown Incorporated and
                  Merrill Lynch, Pierce, Fenner & Smith Incorporated. (a)

         27.1     Financial Data Schedule. (d)


----------

        +  Portions of this Exhibit have been omitted pursuant to an application
           for an order declaring confidential treatment filed with the
           Securities and Exchange Commission.

        *  Portions of this Exhibit have been omitted pursuant to Rule 601 of
           the Securities Act and a copy will be furnished supplementally upon
           request.

       (a) Incorporated by reference from the Registration Statement on Form S-4
           (File No. 333 - 56551).

       (b) Incorporated by reference from the Company's Annual Report on Form
           10-K for the year ended January 2, 1999.

       (c) Incorporated by reference from the Company's Quarter Report on Form
           10-Q for the period ended July 3, 1999.

       (d) Filed herewith.


(b)      Report on Form 8-K
         Form 8-K dated September 15, 1999, Item 5 reporting VTO Retail
         Acquisition


                                       22
<PAGE>   24

                                   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.



                                             EYE CARE CENTERS OF AMERICA, INC.




November 15, 1999                            /s/ Alan E. Wiley
-------------------------                    -----------------------------------
Dated                                        Alan E. Wiley
                                             Executive Vice President and
                                             Chief Financial Officer


                                       23
<PAGE>   25

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
       Exhibit
         No.      Description
       -------    -----------
<S>               <C>
         2.1      Stock Purchase Agreement dated August 15, 1996 by and between
                  Eye Care Centers of America, Inc., Visionworks Holdings, Inc.
                  and the Sellers listed therein. (a)

         2.2      Stock Purchase Agreement, dated September 30, 1997, by and
                  among Eye Care Centers of America, Inc., a Texas corporation,
                  Robert A. Samit, O. D. and Michael Davidson, O. D. (a)

         2.3      Recapitalization Agreement dated as of March 6, 1998 among
                  ECCA Merger Corp., Eye Care Centers of America, Inc. and the
                  sellers Listed therein. (a)

         2.4      Amendment No. 1 to the Recapitalization Agreement dated as of
                  April 23, 1998 among ECCA Merger Corp., Eye Care Centers of
                  America, Inc., and the sellers listed therein. (a)

         2.5      Amendment No. 2 to the Recapitalization Agreement dated as of
                  April 24, 1998 among ECCA Merger Corp., Eye Care Centers of
                  America, Inc. and the sellers listed therein. (a)

         2.6      Articles of Merger of ECCA Merger Corp. with and into Eye Care
                  Centers of America, Inc. dated April 24, 1998. (a)

         2.7      Master Asset Purchase Agreement, dated as of August 22, 1998,
                  by and among Eye Care Centers of America, Inc., Mark E. Lynn,
                  Dr. Mark Lynn & Associates, PLLC; Dr. Bizer's Vision World,
                  PLLC and its affiliates. (a)

         2.8      Letter Agreement, dated October 1, 1998, amending and
                  modifying that certain Master Asset Purchase Agreement, dated
                  as of August 22, 1998, by and among Eye Care Centers of
                  America, Inc.; Mark E. Lynn; Dr. Mark Lynn & Associates, PLLC;
                  Dr. Bizer's VisionWorld, PLLC and its affiliates. (a)

         2.9      Asset Purchase Agreement, dated July 7, 1999 by and among Eye
                  Care Centers of America, Inc., Vision Twenty-One, Inc., and
                  The Complete Optical Laboratory, Ltd., Corp. (c) (*)

         2.10     Letter Agreement, dated August 31, 1999, amending and
                  modifying that certain Asset Purchase Agreement, dated July 7,
                  1999 by and among Eye Care Centers of America, Inc., Vision
                  Twenty-One, Inc., and The Complete Optical Laboratory, Ltd.,
                  Corp. (d)

         3.1      Restated Articles of Incorporation of Eye Care Centers of
                  America Inc. (a)

         3.2      Statement of Resolution of the Board of Directors of Eye Care
                  Centers of America, Inc. designating a series of Preferred
                  Stock. (a)
</TABLE>


<PAGE>   26

<TABLE>
<S>               <C>
         3.3      Amended and Restated By-laws of Eye Care Centers of America,
                  Inc. (a)

         3.4      Certificate of Incorporation of Eye Drx Retail Management,
                  Inc. (a)

         3.5      Certificate of Incorporation of Stein Optical, Inc. (a)

         3.6      Certificate of Incorporation of Vision World, Inc. (a)

         4.1      Indenture dated as of April 24, 1998 among Eye Care Centers of
                  America, Inc., the Guarantors named therein and United States
                  Trust Company of New York, as Trustee for the 9 1/8% Senior
                  Subordinated Notes Due 2008 and Floating Interest Rate
                  Subordinated Term Securities. (a)

         4.2      Form of Fixed Rate Exchange Note (included in Exhibit 4.1
                  Hereto). (a)

         4.3      Form of Floating Rate Exchange Note (included in Exhibit 4.1
                  Hereto). (a)

         4.4      Form of Guarantee (included in Exhibit 4.1 hereto). (a)

         4.5      Registration Rights Agreement dated April 24, 1998 between Eye
                  Care Centers of America, Inc., the subsidiaries of the Company
                  named as guarantors therein, BT Alex. Brown Incorporated and
                  Merrill Lynch, Pierce, Fenner & Smith Incorporated. (a)

         27.1     Financial Data Schedule. (d)
</TABLE>


----------

        +  Portions of this Exhibit have been omitted pursuant to an application
           for an order declaring confidential treatment filed with the
           Securities and Exchange Commission.

        *  Portions of this Exhibit have been omitted pursuant to Rule 601 of
           the Securities Act and a copy will be furnished supplementally upon
           request.

       (a) Incorporated by reference from the Registration Statement on Form S-4
           (File No. 333 - 56551).

       (b) Incorporated by reference from the Company's Annual Report on Form
           10-K for the year ended January 2, 1999.

       (c) Incorporated by reference from the Company's Quarter Report on Form
           10-Q for the period ended July 3, 1999.

       (d) Filed herewith.