<PAGE>
================================================================================

                       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 MARCH 31, 2002

                                       OR

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

     FOR THE TRANSITION PERIOD FROM              TO

                         COMMISSION FILE NUMBER: 1-16057

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


                         SYBRON DENTAL SPECIALTIES, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                           33-0920985
   (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                            Identification No.)

               1717 WEST COLLINS AVENUE, ORANGE, CALIFORNIA 92867
               (Address of principal executive offices) (Zip Code)

                                 (714) 516-7400
              (Registrant's Telephone Number, Including Area Code)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         At May 1, 2002, there were 37,942,339 shares of the Registrant's Common
Stock, par value $.01 per share, outstanding.

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

<PAGE>
                SYBRON DENTAL SPECIALTIES, INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>
                                                                                                            PAGE
                                                                                                            ----
<S>                                                                                                         <C>
Part I - FINANCIAL INFORMATION

      Item 1.      Financial Statements..................................................................       1

                   Consolidated Balance Sheets, March 31, 2002 and September 30, 2001....................       1

                   Consolidated Statements of Income for the three and six months ended
                   March 31, 2002 and 2001...............................................................       2

                   Consolidated Statement of Stockholders' Equity and Comprehensive Income for
                   the six months ended March 31, 2002...................................................       3

                   Consolidated Statements of Cash Flows for the six months ended
                   March 31, 2002 and 2001...............................................................       4

                   Notes to Unaudited Consolidated Financial Statements..................................       5

      Item 2.      Management's Discussion and Analysis of Financial Condition and
                   Results of Operations.................................................................      10

      Item 3.      Quantitative and Qualitative Disclosures about Market Risk............................      27

PART II - OTHER INFORMATION

      Item 4.      Submission of Matters to a Vote of Security Holders...................................      29

      Item 6.      Exhibits and Reports on Form 8-K......................................................      29

SIGNATURE          ......................................................................................      30
</TABLE>



<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                SYBRON DENTAL SPECIALTIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                                  MARCH 31,         SEPTEMBER 30,
                                                                                                     2002               2001
                                                                                                     ----               ----
<S>                                                                                             <C>                <C>
ASSETS
Current assets:
   Cash and cash equivalents............................................................          $     13,643       $       8,319
   Accounts receivable (less allowance for doubtful receivables of
         $1,562 and $1,657 at March 31, 2002 and September 30, 2001, respectively)......                87,262              92,172
    Inventories (note 2)................................................................                94,947              85,765
    Deferred income taxes...............................................................                 6,036               4,801
    Prepaid expenses and other current assets...........................................                16,875              12,998
                                                                                                ---------------    ----------------
          Total current assets..........................................................               218,763             204,055

    Property, plant and equipment, net of accumulated depreciation of $81,764
       and $78,890 at March 31, 2002 and September 30, 2001, respectively.......                        70,006              68,919
   Intangible assets, net...............................................................               253,146             252,581
   Deferred income taxes................................................................                 9,397              10,382
   Other assets.........................................................................                14,468              13,111
                                                                                                ---------------    ----------------
        Total assets....................................................................          $    565,780       $     549,048
                                                                                                ===============    ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable.....................................................................               $12,930             $17,336
   Current portion of long-term debt....................................................                28,046              25,969
     Income taxes payable...............................................................                 6,069               6,727
    Accrued payroll and employee benefits...............................................                18,695              21,315
    Restructuring reserve (note 4)......................................................                 2,688               2,775
    Deferred income taxes...............................................................                 5,584               5,200
   Accrued rebates......................................................................                 2,599               5,421
   Other current liabilities............................................................                 9,788               9,154
                                                                                                ---------------    ----------------
          Total current liabilities.....................................................                86,399              93,897

Long-term debt..........................................................................               323,935             321,536
Deferred income taxes...................................................................                20,878              17,163
Other liabilities.......................................................................                12,881              16,806
Commitments and contingent liabilities:
Stockholders' equity:
       Preferred stock, $.01 par value; authorized 20,000,000 shares, none outstanding                      --                  --
       Common stock, $.01 par value; authorized 250,000,000 shares,
             37,935,133 and 37,891,458 issued and outstanding at March 31, 2002
             and September 30, 2001, respectively.......................................                   379                 379
   Additional paid-in capital...........................................................                75,277              74,661
   Retained earnings....................................................................                60,373              38,511
   Accumulated other comprehensive (loss)...............................................              (14,342)            (13,905)
                                                                                                ---------------    ----------------
        Total stockholders' equity......................................................               121,687             99,646
                                                                                                ---------------    ----------------
        Total liabilities and stockholders' equity......................................          $    565,780       $    549,048
                                                                                                ===============    ================
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       1
<PAGE>
                SYBRON DENTAL SPECIALTIES, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                                     MARCH 31,                        MARCH 31,
                                                               2002            2001              2002            2001
                                                               ----            ----              ----            ----
<S>                                                        <C>            <C>               <C>             <C>
    Net sales..........................................     $    124,694   $     112,843     $     222,459   $     211,301
    Cost of sales......................................           53,191          48,820            95,348          91,345
                                                           -------------- ---------------   --------------- ---------------
    Gross profit.......................................           71,503          64,023           127,111         119,956

    Selling, general and administrative expenses.......           39,615          33,902            72,278          66,970
    Amortization of goodwill and other intangible
       assets..........................................            2,511           2,079             5,029           4,285
                                                           -------------- ---------------   --------------- ---------------
         Total selling, general and administrative
    expenses...........................................           42,126          35,981            77,307          71,255
                                                           -------------- ---------------   --------------- ---------------
    Operating income...................................           29,377          28,042            49,804          48,701
    Other income (expense):
         Interest expense..............................          (6,490)         (9,080)          (13,603)        (16,703)

         Amortization of deferred financing fees.......            (211)           (196)             (443)           (303)
         Other, net....................................             (51)             (2)                82            (27)
                                                           -------------- ---------------   --------------- ---------------
    Income before income taxes and extraordinary item..           22,625          18,764            35,840          31,668
    Income taxes.......................................            8,824           7,599            13,978          12,826
                                                           -------------- ---------------   --------------- ---------------
    Income before extraordinary item...................           13,801          11,165            21,862          18,842

    Extraordinary item, net of tax (note 7)............               --              --                --           (498)
                                                           -------------- ---------------   --------------- ---------------
         Net income....................................     $     13,801   $      11,165     $      21,862   $     18,344
                                                           ============== ===============   =============== ===============

    Basic earnings per share (note 6):
         Basic earnings per share before extraordinary
            item........................................     $       0.36   $        0.32     $        0.58   $       0.54

         Extraordinary item............................               --              --                --          (0.02)
                                                           -------------- ---------------   --------------- ---------------
         Basic earnings per share......................     $       0.36   $        0.32     $        0.58   $       0.52
                                                           ============== ===============   =============== ===============

    Diluted earnings per share (note 6):
         Diluted earnings per share before
            extraordinary item.........................     $       0.35   $        0.31     $        0.56   $       0.53

         Extraordinary item............................               --              --                --          (0.02)
                                                           -------------- ---------------   --------------- ---------------
         Diluted earnings per share....................     $       0.35   $        0.31     $        0.56   $       0.51
                                                           ============== ===============   =============== ===============
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       2
<PAGE>
                SYBRON DENTAL SPECIALTIES, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                            AND COMPREHENSIVE INCOME
                     FOR THE SIX MONTHS ENDED MARCH 31, 2002
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                     COMMON STOCK                                  ACCUMULATED
                                     ------------         ADDITIONAL                  OTHER          TOTAL           TOTAL
                                NUMBER OF                  PAID-IN     RETAINED   COMPREHENSIVE   STOCKHOLDERS'  COMPREHENSIVE
                                  SHARES     PAR VALUE     CAPITAL     EARNINGS   INCOME (LOSS)      EQUITY         INCOME
                                  ------     ---------     -------     --------   -------------      ------         ------
<S>                             <C>          <C>          <C>          <C>        <C>             <C>            <C>
  Balance at September 30,
  2001........................  37,891,458   $      379    $ 74,661    $  38,511   $    (13,905)   $    99,646
  Comprehensive income:

      Net income..............          --           --          --       21,862              --        21,862   $       21,862

      Translation adjustment..          --           --          --           --         (2,898)       (2,898)          (2,898)
      Unrealized gain on
       derivative instruments..         --           --          --           --           2,461         2,461            2,461
                                ----------- ------------  ----------  ----------- --------------- ------------- ----------------
      Total comprehensive
       income.................          --           --          --       21,862           (437)                 $       21,425
                                                                                                                ================
  Issuance of common stock
   from options exercised,
   including tax benefit......      43,675           --         616           --              --           616
                                ----------- ------------  ----------  ----------- --------------- -------------
  Balance at March 31, 2002...  37,935,133   $      379    $ 75,277    $  60,373   $    (14,342)   $   121,687
                                =========== ============  ==========  =========== =============== =============
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.



                                       3
<PAGE>
                SYBRON DENTAL SPECIALTIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)
<Table>
<Caption>
                                                                                                      SIX MONTHS ENDED MARCH 31,
                                                                                                      --------------------------
                                                                                                       2002               2001
                                                                                                       ----               ----
<S>                                                                                               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income..........................................................................           $     21,862      $      18,344
    Adjustments to reconcile net income to net cash provided by operating activities:
        Depreciation....................................................................                  5,234              5,744
        Amortization....................................................................                  5,029              4,285
        Gain on sales of property, plant and equipment..................................                  (380)               (50)
        Provision for losses on doubtful receivables....................................                    300                551
        Inventory provisions............................................................                    374              1,157
        Deferred income taxes...........................................................                  3,849                482
        Tax benefit from issuance of stock under employee stock plan....................                    135                 --
    CHANGES IN ASSETS AND LIABILITIES, NET OF EFFECTS OF BUSINESSES ACQUIRED:
        Decrease in accounts receivable.................................................                  5,576              2,575
        Increase in inventories.........................................................                (9,806)            (4,118)
        Increase in prepaid expenses and other current assets...........................                (3,780)            (5,606)
        Increase/(decrease) in accounts payable.........................................                (4,793)              1,263
        Increase/(decrease) in income taxes payable.....................................                  (658)              1,453
        Decrease in accrued payroll and employee benefits...............................                (2,620)              (322)
        Decrease in restructuring reserve...............................................                   (87)              (520)
        Decrease in other current liabilities...........................................                (2,720)            (1,746)
        Net change in other assets and liabilities......................................                    361              1,071
                                                                                                  --------------    ---------------
           Net cash provided by operating activities....................................                 17,876             24,563
                                                                                                  --------------    ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures...............................................................                (7,054)            (5,206)
     Proceeds from sales of property, plant, and equipment..............................                    505                 81
     Net payments for businesses acquired...............................................                (8,235)            (1,596)
                                                                                                  --------------    ---------------
           Net cash used in investing activities........................................               (14,784)            (6,721)
                                                                                                  --------------    ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from credit facility......................................................                134,000            426,160
     Principal payments on credit facility..............................................              (129,558)          (378,807)
     Proceeds from long-term debt.......................................................                    749                250
     Payments on long-term debt.........................................................                  (542)               (93)
     Payment of deferred financing fees.................................................                     --            (5,494)
     Payment of Apogent dividend........................................................                     --           (67,927)
     Capital contributions from Apogent.................................................                     --              4,612
     Cash received from exercise of stock options.......................................                    481                585
     Net change in advances and loans to Apogent........................................                     --              (404)
                                                                                                  --------------    ---------------
           Net cash provided by (used in) financing activities..........................                  5,130           (21,118)
                                                                                                  --------------    ---------------
Effect of exchange rate changes on cash and cash equivalents............................                (2,898)                366
Net increase (decrease) in cash and cash equivalents....................................                  5,324            (2,910)
Cash and cash equivalents at beginning of period........................................                  8,319              5,783
                                                                                                  --------------    ---------------
Cash and cash equivalents at end of period..............................................           $     13,643      $       2,873
                                                                                                  ==============    ===============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
      Cash paid during the period for interest..........................................           $     13,788      $      13,292
                                                                                                  ==============    ===============
      Cash paid during the period for income taxes......................................           $     12,511      $       6,050
                                                                                                  ==============    ===============
</Table>

     See accompanying notes to unaudited consolidated financial statements.


                                       4
<PAGE>
                SYBRON DENTAL SPECIALTIES, INC. AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
               (IN THOUSANDS, EXCEPT FOR SHARE OR PER SHARE DATA)

OVERVIEW AND BASIS OF PRESENTATION

1.       Sybron Dental Specialties, Inc. ("SDS" or the "Company") was
         incorporated in Delaware on July 17, 2000. The Company was created to
         effect the spin-off by Apogent Technologies Inc. ("Apogent") of its
         dental business. As a part of the spin-off, which occurred on December
         11, 2000, Apogent transferred to SDS, along with certain other assets,
         all of the capital stock of Sybron Dental Management, Inc. ("SDM"),
         which owned, directly or indirectly, the stock or other equity interest
         in the subsidiaries that held substantially all of the assets and
         liabilities of Apogent's then dental business. Apogent then distributed
         to its shareholders, by means of pro rata distribution, all of the
         Company's outstanding common stock together with related preferred
         stock purchase rights (the "spin-off"). As a result, SDS became an
         independent, publicly traded company. The subsidiaries of SDS market
         their products under brand names such as Kerr(R), Belle(TM), Metrex(R),
         Ormco(R), "A" Company(R) Orthodontics, Pinnacle(R), Demetron(R),
         Hawe(R) and AOA(TM), which are well recognized in the dental,
         orthodontics and infection prevention industries. SDS has three
         business segments: a) Professional Dental, b) Orthodontics and c)
         Infection Prevention Products.

         The unaudited consolidated financial statements reflect the operations
         of SDS and its wholly owned subsidiaries and affiliates. The term
         "Apogent" as used herein refers to Apogent Technologies Inc. and its
         subsidiaries. The Company's fiscal year ends on September 30. All
         significant intercompany balances and transactions have been eliminated
         in consolidation. The fiscal periods ended March 31, 2002 and March 31,
         2001 are hereinafter referred to as "2002" and "2001," respectively.

         In the opinion of management, all adjustments, which are necessary for
         a fair presentation of the results for the interim periods presented,
         have been included. Except as described in notes 4 and 7 below, all
         such adjustments were of a normal recurring nature. The results for the
         period ended March 31, 2002 are not necessarily indicative of the
         results to be expected for the full year. Because certain disclosures
         have been omitted from these statements, this information should only
         be read in conjunction with the Company's Annual Report on Form 10-K
         for the fiscal year ended September 30, 2001.

INVENTORIES

2.       Inventories at March 31, 2002 and September 30, 2001 consist of the
         following:

<TABLE>
<CAPTION>
                                                                                   MARCH 31,       SEPTEMBER 30,
                                                                                     2002              2001
                                                                                     ----              ----
<S>                                                                            <C>               <C>
Raw materials and supplies.................................................    $       19,752    $       27,753
Work in process............................................................            25,405            14,432
Finished goods.............................................................            49,581            41,323
Inventory reserves.........................................................            (5,448)           (1,544)
LIFO reserve...............................................................             5,657             3,801
                                                                               --------------    --------------
                                                                               $       94,947    $       85,765
                                                                               ==============    ==============
</TABLE>

ACQUISITION

3.       In the second quarter of fiscal 2002, the Company completed one
         acquisition. On February 1, 2002, Kerr Corporation, a subsidiary of
         SDS, acquired certain assets of Surgical Acuity, Inc. ("Surgical
         Acuity"), the leading manufacturer of magnification and fiber-optic
         lighting systems for the dental industry. Located in Middleton,
         Wisconsin, Surgical Acuity's magnification and lighting systems,
         marketed in the dental market under the Orascoptic Research brand,
         provide the magnification and illumination needed in performing many


                                       5
<PAGE>

         dental procedures, and are frequently used by specialists in
         endodonics, cosmetic dentistry, orthodontics, periodontics, and
         prosthetic dentistry.

RESTRUCTURING CHARGES

4.       In September 2001, the Company recorded a restructuring charge of
         approximately $2.4 million ($1.5 million after tax) consisting
         primarily of severance and termination for approximately sixty-three
         employees located at Ormco's San Diego, California manufacturing
         facility as a result of the closing of this facility. Of the $2.4
         million restructuring charge, approximately $1.7 million is a cash
         related charge for severance and contractual obligations, while the
         balance of approximately $0.7 million represents non-cash charges
         related to exited capital and other assets. SDS believes that the
         planned sale of the San Diego manufacturing facility will offset the
         restructuring charge. The proceeds from the planned gain on the sale
         will be used to pay down debt and reduce interest charges. Work
         functions currently performed at the facility will be absorbed into the
         Ormco Glendora, California facility. The closing is expected to be
         completed by June 30, 2002.

         In September 2000, the Company recorded a restructuring charge of
         approximately $9.3 million ($5.8 million after tax) consisting
         primarily of exited product lines (approximately $5.3 million, $1.7
         million and $0.6 million in the Orthodontics, Professional Dental and
         Infection Prevention Products business segments, respectively), and
         severance and termination for approximately sixty-five employees
         (fifty-six located at the Metrex Research Corporation facility in
         Parker, Colorado, eight located at the Ormco facility in San Diego,
         California, and one located at the Ormco facility in Amersfort/Europe),
         as a result of the 2000 restructuring plan. Of the $9.3 million
         restructuring charge, approximately $7.8 million represented non-cash
         charges related to the exited products and capital, while the balance
         of approximately $1.5 million is a cash related charge for severance
         and contractual obligations. The Company completed the 2000
         restructuring plan in the first quarter of 2002, along with the
         remainder of the cash charges.

         In June 1998, SDS recorded a restructuring charge of approximately
         $14.6 million (approximately $10.7 million after tax) for the
         rationalization of certain acquired companies, combination of certain
         duplicate production facilities, movement of certain customer service
         and marketing functions, and the exiting of several product lines.

         The 2001 restructuring charge activity since September 30, 2001 and its
         components are as follows:


<TABLE>
<CAPTION>
                                               LEASE   SHUT-DOWN  INVENTORY   FIXED           CONTRACTUAL
                                   SEVERANCE  PAYMENTS   COSTS    WRITE-OFF   ASSETS    TAX   OBLIGATIONS   OTHER     TOTAL
                                   ---------  --------   -----    ---------   ------    ---   -----------   -----     -----
                                      (A)       (B)       (B)        (C)       (C)      (D)       (E)
<S>                                <C>        <C>      <C>         <C>        <C>     <C>       <C>        <C>      <C>
2001 Restructuring Charge........  $  1,050    $   --   $    --     $   --    $  250  $    --   $   775    $   325  $  2,400
Fiscal 2001 Non-Cash Charges.....        --        --        --         --       250       --       100        300       650
                                   --------    ------   -------     ------    ------  -------   -------    -------  --------
September 30, 2001 and
   March 31, 2002 balances.......  $  1,050    $   --   $    --     $   --    $   --  $    --   $   675    $    25  $  1,750
                                   ========    ======   =======     ======    ======  =======   =======    =======  ========
</TABLE>


         The 2000 restructuring charge activity since September 30, 2000 and its
components are as follows:

<TABLE>
<CAPTION>
                                               LEASE   SHUT-DOWN  INVENTORY   FIXED           CONTRACTUAL
                                   SEVERANCE  PAYMENTS   COSTS    WRITE-OFF   ASSETS    TAX   OBLIGATIONS   OTHER     TOTAL
                                   ---------  --------   -----    ---------   ------    ---   -----------   -----     -----
                                      (A)       (B)       (B)        (C)       (C)      (D)       (E)
<S>                                <C>        <C>      <C>        <C>        <C>      <C>       <C>        <C>      <C>

2000 Restructuring Charge........  $  1,300    $   --   $    --     $7,600    $  200   $    --  $   100    $   100  $  9,300
Fiscal 2000 Non-Cash Charges.....        --        --        --      7,600       200        --       --         --     7,800
                                   --------    ------   -------     ------    ------   -------  -------    -------  --------
September 30, 2000 balance.......     1,300        --        --         --        --        --      100        100     1,500
Fiscal 2001 Cash Payments........     1,175        --        --         --        --        --       75        100     1,350
                                   --------    ------   -------     ------    ------   -------  -------    -------  --------
September 30, 2001 balance.......       125        --        --         --        --        --       25         --       150
Fiscal 2002 Cash Payments........       125        --        --         --        --        --       25         --       150
                                   --------    ------   -------     ------    ------   -------  -------    -------  --------
March 31, 2002 balance...........  $     --    $   --   $    --     $   --    $   --   $    --  $    --    $    --  $     --
                                   ========    ======   =======     ======    ======   =======  =======    =======  ========
</TABLE>

                                       6
<PAGE>

         The 1998 restructuring charge activity since June 30, 1998 and its
components are as follows:

<TABLE>
<CAPTION>
                                               LEASE   SHUT-DOWN  INVENTORY   FIXED           CONTRACTUAL
                                   SEVERANCE  PAYMENTS   COSTS    WRITE-OFF   ASSETS    TAX   OBLIGATIONS   OTHER     TOTAL
                                   ---------  --------   -----    ---------   ------    ---   -----------   -----     -----
                                      (A)       (B)       (B)        (C)       (C)      (D)       (E)
<S>                                <C>        <C>      <C>        <C>        <C>      <C>       <C>        <C>      <C>

1998 Restructuring Charge........  $  4,300    $  300   $   400     $4,600    $1,300   $   700  $   900    $ 2,100  $ 14,600
Fiscal 1998 Cash Payments........     1,800        --       100         --        --        --      300      1,400     3,600
Fiscal 1998 Non-Cash Charges.....        --        --        --      4,600     1,300        --       --         --     5,900
                                   --------    ------   -------     ------    ------   -------  -------    -------  --------
September 30, 1998 balance.......     2,500       300       300         --        --       700      600        700     5,100
Fiscal 1999 Cash Payments........     1,300       300       300         --        --        --      300        400     2,600
Adjustments (a)..................     1,200        --        --         --        --        --       --         --     1,200
                                   --------    ------   -------     ------    ------   -------  -------    -------  --------
September 30, 1999 balance.......        --        --        --         --        --       700      300        300     1,300
Fiscal 2000 Cash Payments........        --        --        --         --        --        --      300        100       400
                                   --------    ------   -------     ------    ------   -------  -------    -------  --------
September 30, 2001 and
   March 31, 2002 balances.......  $     --    $   --   $    --     $   --    $   --   $   700  $    --    $   200  $    900
                                   ========    ======   =======     ======    ======   =======  =======    =======  ========
</TABLE>


(a)      Amount represents the 2001 restructuring charge for severance and
         termination costs for approximately 63 employees at the Ormco San Diego
         facility, whose employment will be terminated as a result of the
         September 2001 restructuring plan (all of whom were notified before
         September 30, 2001 of the intent to terminate their employment). The
         planned sale of the Ormco San Diego facility is expected to offset the
         cost of closing the facility. The closing of the facility is expected
         to be completed by June 30, 2002. The 2000 restructuring charge
         represents severance and termination costs for approximately 65
         employees whose employment was terminated (primarily at the Metrex
         facility in Parker, Colorado) as a result of the 2000 restructuring
         plan. As of September 30, 2001 all employment terminations were
         completed under the 2000 restructuring plan. The 1998 restructuring
         charge represents severance and termination costs for approximately 165
         employees (primarily sales and marketing personnel). As of March 31,
         2002, 154 employees have been terminated as a result of the 1998
         restructuring plan. An adjustment of approximately $1.2 million was
         made in fiscal 1999 to adjust the accrual primarily representing over
         accruals for anticipated costs associated with outplacement services,
         accrued fringe benefits, and severance associated with employees who
         were previously notified of termination and subsequently filled other
         Company positions. No additional employees will be terminated under
         this restructuring plan.

(b)      Amount represents lease payments and shutdown costs on exited
         facilities.

(c)      Amount represents write-offs of inventory and fixed assets associated
         with discontinued product lines.

(d)      Amount represents a statutory tax relating to assets transferred from
         an exited sales facility in Switzerland.

(e)      Amount represents certain terminated contractual obligations.



                                       7
<PAGE>

SEGMENT INFORMATION

5.       The Company's operating subsidiaries are engaged in the manufacture and
         sale of dental, orthodontics and infection prevention products in the
         United States and other countries. The Company's products are
         categorized in the following business segments: a) Professional Dental,
         b) Orthodontics and c) Infection Prevention Products.

         Information on these business segments is summarized as follows:

<TABLE>
<CAPTION>
                                                                           INFECTION
                                             PROFESSIONAL                 PREVENTION
                                                DENTAL     ORTHODONTICS    PRODUCTS     ELIMINATIONS   TOTAL SDS
                                                ------     ------------    --------     ------------   ---------
<S>                                          <C>           <C>           <C>            <C>            <C>

THREE MONTHS ENDED MARCH 31, 2002
Revenues:
   External customer.......................   $   69,175  $     46,369   $     9,150   $        --   $    124,694
   Intersegment (a)........................          193         2,093             5        (2,291)            --
      Total revenues.......................       69,368        48,462         9,155        (2,291)       124,694
Gross profit...............................       40,143        26,184         5,176            --         71,503
Selling, general and administrative........       21,143        16,986         3,997            --         42,126
Operating income...........................       19,000         9,198         1,179            --         29,377

THREE MONTHS ENDED MARCH 31, 2001
Revenues:
   External customer.......................   $   59,147  $     47,246   $     6,450   $        --   $    112,843
   Intersegment (a)........................          553         1,766             1        (2,320)            --
      Total revenues.......................       59,700        49,012         6,451        (2,320)       112,843
Gross profit...............................       33,104        27,580         3,339            --         64,023
Selling, general and administrative........       16,780        16,149         3,052            --         35,981
Operating income...........................       16,324        11,431           287            --         28,042


(a) Includes the elimination of intergroup activity in the three months ended
    March 31, 2002 and 2001.

<CAPTION>

                                                                           INFECTION
                                             PROFESSIONAL                 PREVENTION
                                                DENTAL     ORTHODONTICS    PRODUCTS     ELIMINATIONS   TOTAL SDS
                                                ------     ------------    --------     ------------   ---------
<S>                                         <C>            <C>            <C>           <C>          <C>

SIX MONTHS ENDED MARCH 31, 2002
Revenues:
   External customer.......................   $  120,246  $     86,448   $    15,765   $        --   $    222,459
   Intersegment (a)........................          520         3,888             8        (4,416)            --
      Total revenues.......................      120,766        90,336        15,773        (4,416)       222,459
Gross profit...............................       69,607        48,996         8,508            --        127,111
Selling, general and administrative........       36,990        33,310         7,007            --         77,307
Operating income...........................       32,617        15,686         1,501            --         49,804
Segment assets
   (as of March 31, 2002)..................      336,727       180,837        48,216            --        565,780

</TABLE>

                                       8
<PAGE>

<TABLE>
<S>                                         <C>          <C>            <C>           <C>          <C>

SIX MONTHS ENDED MARCH 31, 2001
Revenues:
   External customer.......................   $  108,487  $     89,934   $    12,880   $        --   $    211,301
   Intersegment (a)........................          915         3,335             1        (4,251)            --
      Total revenues.......................      109,402        93,269        12,881        (4,251)       211,301
Gross profit...............................       60,214        53,332         6,410            --        119,956
Selling, general and administrative........       32,151        33,088         6,016            --         71,255
Operating income...........................       28,063        20,244           394            --         48,701

</TABLE>

(a)      Includes the elimination of intergroup activity in the six months ended
         March 31, 2002 and 2001.

EARNINGS PER SHARE

6.       Basic earnings per share are calculated by dividing net income
         available to common stockholders by the weighted average number of
         common shares outstanding during the period. Diluted earnings per share
         are calculated by using the weighted average number of common shares
         outstanding adjusted to include the potentially dilutive effect of
         outstanding stock options. The basic weighted average number of shares
         outstanding were 37,918,209 and 35,136,095 for the quarters ended March
         31, 2002 and 2001, respectively. For the six month periods ended March
         31, 2002 and 2001, the basic weighted average number of shares
         outstanding were 37,906,240 and 35,122,241, respectively. The number of
         incremental fully diluted shares were 1,414,577 and 1,332,741 for the
         quarters ended March 31, 2002 and 2001, respectively. For the six month
         periods ended March 31, 2002 and 2001, the number of incremental fully
         diluted shares were 1,399,569 and 688,534, respectively, and represent
         the dilutive effect of options outstanding. The number of anti-dilutive
         shares for the quarter and six month period ended March 31, 2001 was
         1,461 for both periods. There were no anti-dilutive shares for the
         quarter and six month periods ended March 31, 2002.

EXTRAORDINARY CHARGE

7.       The extraordinary item represents the SDS allocation of the write-off
         of Apogent's deferred financing fees associated with the termination of
         Apogent's credit agreement due to the spin-off.

SUBSEQUENT EVENT

8.       The Company has signed a commitment letter to replace the current
         credit facility with a combination of a new credit facility and senior
         subordinated debt. The anticipated benefits associated with the
         refinancing include, among others; establishing part of the capital
         structure long-term at an attractive rate, facilitation of financing
         for future acquisitions, greater liquidity, and reduced reliance on
         banks as a source of capital. The anticipated risks associated with the
         refinancing include, among others, refinancing costs which could reduce
         the Company's net income, the impact on the Company's hedging strategy
         and one-time charges associated with the replacement of the current
         credit facility. The Company anticipates having the new credit facility
         and senior subordinated debt in place by the end of the third fiscal
         quarter.

                                       9
<PAGE>


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

         When we use the terms "we", "us" or "our" in this report, we are
referring to Sybron Dental Specialties, Inc. and its subsidiaries and their
respective predecessors. Our fiscal year ends on September 30 and, accordingly,
all references to quarters refer to our fiscal quarters. The quarters ended
March 31, 2002 and 2001 refer to the second quarters of fiscal 2002 and 2001,
respectively.

GENERAL

         Our subsidiaries are leading manufacturers of value-added consumable
products for the dental and orthodontic professions and products for use in
infection prevention.

         Our subsidiaries operate in three business segments:

         -         Professional Dental--we develop, manufacture, market, and
                   distribute a comprehensive line of consumable products to the
                   dental industry worldwide;

         -         Orthodontics--we engineer, manufacture, market, and
                   distribute an array of consumable orthodontic products, and
                   endodontic products used in root canal therapy, worldwide;
                   and

         -         Infection Prevention Products--we develop, manufacture,
                   market, and distribute consumable infection prevention
                   products to the dental and medical markets. Prior to fiscal
                   year 2002 this segment was referred to as the Infection
                   Control Products segment. The name was changed to more
                   accurately describe the products of this segment.

         Our primary subsidiaries in each of our business segments are as
follows:

<TABLE>
<CAPTION>


PROFESSIONAL DENTAL                     ORTHODONTICS
-------------------                     ------------
<S>                                     <C>

Kerr Corporation                        Ormco Corporation
Kerr Italia S.p.A.                      Ormco B.V.
Sybron Canada Limited                   Ormodent Group
Pinnacle Products, Inc.                 Allesee Orthodontic Appliances, Inc.
Hawe Neos Holdings S.A.

</TABLE>

INFECTION PREVENTION PRODUCTS
-----------------------------

Metrex Research Corporation

         Our goals are to consistently grow sales and earnings. Key elements of
our strategy to achieve these goals are: a focus on product innovation, ongoing
cost reduction, and selective acquisitions, while continuing to pursue a
strategy of debt reduction.

         Net sales for the fiscal quarter and year to date periods ended March
31, 2002 grew from the corresponding prior year periods. Net sales for the
second quarter of fiscal 2002 increased by 10.5% from the corresponding fiscal
2001 period, while year to date net sales increased by 5.3% from the comparable
prior year period. Operating income for the second quarter of fiscal 2002
increased by 4.8% from the corresponding fiscal 2001 period, while year to date
operating income increased by 2.3% from the comparable prior year period,
primarily due to increased net sales.

         Domestic sales for the quarter and year to date periods ended March 31,
2002 were higher by 11.4% and 3.3%, respectively, from the corresponding fiscal
2001 periods. International sales increased by 9.1% and 8.2% for the quarter and
year to date periods ended March 31, 2002, respectively, from the corresponding
fiscal 2001 periods. Without the

                                       10

<PAGE>





negative currency effects, international sales growth would have been 13.2% and
10.0% for the quarter and year to date periods, respectively, from the
corresponding fiscal 2001 periods.

         Substantial portions of our sales, income and cash flows are derived
internationally. The financial position and the results of operations from
substantially all of our international operations, other than most U.S. export
sales, are measured using the local currency of the countries in which such
operations are conducted and are then translated into U.S. dollars. While the
reported income of foreign subsidiaries will be impacted by a weakening or
strengthening of the U.S. dollar in relation to a particular local currency, the
effects of foreign currency fluctuations are partially mitigated by the fact
that our subsidiaries' operations are conducted in numerous foreign countries
and, therefore, in numerous foreign currencies. In addition, our U.S. export
sales may be impacted by foreign currency fluctuations relative to the value of
the U.S. dollar as foreign customers may adjust their level of purchases upward
or downward according to the weakness or strength of their respective currencies
versus the U.S. dollar.

FUTURE CHARGES AND EVENTS

         We are in the process of evaluating the impact of changing to the FIFO
method of inventory valuation on all of our inventories. In the event that we
adopt such a change, we will recognize certain non-cash charges and we will
restate our current and prior period consolidated financial statements in
accordance with Accounting Principles Board Opinion No. 20, "Accounting
Changes". Based on preliminary estimates, we expect that, if we implement the
change, our restated results of operations will be lower than our historically
depicted results of operations. In addition, we expect that we would record a
one-time charge directly to stockholders equity.

         We are formulating a restructuring plan for our European operations
which we expect to finalize in fiscal 2002. The amount of the resulting
restructuring charge, and the portion which will represent cash charges, will
not be known until the plan is finalized. However, based on our current,
preliminary estimates, we expect this charge to be in the $2.0 to $3.0 million
range.

RESULTS OF OPERATIONS

QUARTER ENDED MARCH 31, 2002 COMPARED TO THE QUARTER ENDED MARCH 31, 2001

         Net Sales
<TABLE>
<CAPTION>

                                                     FISCAL           FISCAL          DOLLAR          PERCENT
NET SALES: (IN THOUSANDS)                             2002             2001           CHANGE          CHANGE
                                                      ----             ----           ------          ------
<S>                                            <C>               <C>              <C>               <C>


Professional Dental.........................    $       69,175    $      59,147    $      10,028            17.0%
Orthodontics................................            46,369           47,246             (877)           (1.9)
Infection Prevention Products...............             9,150            6,450            2,700            41.9
                                                --------------    -------------    -------------    ------------
Total Net Sales.............................    $      124,694    $     112,843    $      11,851            10.5%
                                                ==============    =============    =============    ============
</TABLE>

         Overall Company. Net sales for the second quarter of fiscal 2002
increased by $11.9 million or 10.5% from the corresponding fiscal 2001 quarter.

         Professional Dental. Increased net sales in the Professional Dental
segment resulted primarily from: (a) net sales of products from acquired
companies (approximately $6.7 million), (b) increased net sales of existing
products (approximately $3.3 million), and (c) net sales of new products
(approximately $1.1 million). The increase in net sales was partially offset by:
(a) unfavorable foreign currency fluctuations (approximately $0.8 million) and
(b) increased rebate expense (approximately $0.2 million).

         Orthodontics. Decreased net sales in the Orthodontics segment resulted
primarily from: (a) decreased net sales of existing products (approximately $1.2
million), (b) unfavorable foreign currency fluctuations (approximately $1.0
million), and (c) increased rebate expense (approximately $0.1 million). The
decrease in net sales was partially offset by the net sales of new products
(approximately $1.4 million).

         Infection Prevention Products. Increased net sales in the Infection
Prevention Products segment resulted primarily from: (a) increased net sales of
existing products (approximately $1.7 million) and (b) net sales of products
from an acquired company (approximately $1.0 million).

         Gross Profit
<TABLE>
<CAPTION>


                                FISCAL        PERCENT OF      FISCAL     PERCENT OF       DOLLAR       PERCENT
GROSS PROFIT: (IN THOUSANDS)     2002            SALES         2001         SALES         CHANGE       CHANGE
                                 ----            -----         ----         -----         ------       ------
<S>                            <C>            <C>            <C>         <C>              <C>         <C>

Professional Dental.........  $   40,143         58.0%      $  33,104        56.0%      $   7,039        21.3%
Orthodontics................      26,184         56.5          27,580        58.4          (1,396)       (5.1)
Infection Prevention
    Products................       5,176         56.6           3,339        51.8           1,837        55.0
                              ----------      -------       ---------     -------       ---------     -------
    Total Gross Profit......  $   71,503         57.3%      $  64,023        56.7%      $   7,480        11.7%
                              ==========      =======       =========     =======       =========     =======
</TABLE>


                                       11


<PAGE>


         Overall Company. Gross profit for the quarter ended March 31, 2002
increased by $7.5 million or 11.7% from the corresponding fiscal 2001 quarter.

         Professional Dental. Increased gross profit in the Professional Dental
segment resulted primarily from: (a) margins relating to the net sales of
products from acquired companies (approximately $3.4 million), (b) increased
unit volume of existing products (approximately $1.8 million), (c) a favorable
product mix (approximately $1.8 million), (d) unit volume relating to new
products (approximately $0.8 million), and (e) favorable manufacturing variances
(approximately $0.7 million). The increase in gross profit was partially offset
by: (a) inventory reserve adjustments (approximately $1.1 million, of which
approximately $0.3 million is due to standard cost adjustments, physical
inventory adjustments of approximately $0.3 million, increased royalty expense
of approximately $0.3 million, an increase in obsolescence of approximately $0.1
million and an increase in the LIFO provision of approximately $0.1 million),
(b) increased rebate expense (approximately $0.2 million), and (c) an
unfavorable exchange rate effect (approximately $0.1 million).

         Orthodontics. Decreased gross profit in the Orthodontics segment
resulted primarily from: (a) an unfavorable exchange rate effect (approximately
$1.0 million), (b) decreased net sales of existing products (approximately $0.7
million), (c) unfavorable product mix margins (approximately $0.7 million), (d)
increased rebate expense (approximately $0.1 million), and (e) unfavorable
manufacturing variances (approximately $0.1 million). The decrease in gross
profit was partially offset by: (a) unit volume relating to new products
(approximately $0.8 million) and (b) inventory reserve adjustments
(approximately $0.4 million, of which approximately $2.4 million is due to a
reduction in the LIFO provision, partially offset by an increase in obsolescence
of approximately $1.8 million and an increase in royalty expense of
approximately $0.2 million).

         Infection Prevention Products. Gross profit in the Infection Prevention
Products segment increased primarily from: (a) increased unit volume of existing
products (approximately $1.3 million), (b) margins relating to the net sales of
products from the acquired company (approximately $0.4 million), and (c)
inventory reserve adjustments (approximately $0.1 million which is related to a
decrease in obsolescence).

         Selling, General and Administrative Expenses

<TABLE>
<CAPTION>

SELLING GENERAL AND ADMINISTRATIVE      FISCAL         PERCENT OF     FISCAL      PERCENT OF      DOLLAR       PERCENT
EXPENSES: (IN THOUSANDS)                 2002            SALES         2001         SALES         CHANGE       CHANGE
                                         ----            -----         ----         -----         ------       ------
<S>                                  <C>             <C>           <C>          <C>            <C>            <C>

Professional Dental.........          $   21,143         30.6%      $  16,780        28.4%      $   4,363        26.0%
Orthodontics................              16,986         36.6          16,149        34.2             837         5.2
Infection Prevention
    Products................               3,997         43.7           3,052        47.3             945        31.0
                                      ----------      -------       ---------     -------       ---------     -------
Total Selling General and
    Administrative
    Expenses................          $   42,126         33.8%      $  35,981        31.9%      $   6,145        17.1%
                                      ==========      =======       =========     =======       =========     =======
</TABLE>

         Overall Company. Selling, general and administrative expenses for the
quarter ended March 31, 2002 increased by $6.1 million or 17.1% from the
corresponding fiscal 2001 quarter.

                  Professional Dental. Increased selling, general and
administrative expenses in the Professional Dental segment resulted primarily
from: (a) expenses related to acquisitions (approximately $2.6 million), (b)
increased general and administrative expenses (approximately $1.1 million), (c)
increased research and development expenses (approximately $0.3 million), (d) an
increase in amortization expense of goodwill and other intangible assets
(approximately $0.3 million), and (e) increased selling and marketing expenses
(approximately $0.2 million). The increase in selling, general and
administrative expenses was partially offset by a decrease in expenses relating
to foreign currency fluctuations (approximately $0.2 million).

         Orthodontics. Increased selling, general and administrative expenses in
the Orthodontics segment resulted primarily from: (a) increased selling and
marketing expenses (approximately $1.3 million) and (b) increased research and
development expenses (approximately $0.1 million). The increase in selling,
general and administrative expenses

                                       12

<PAGE>



was partially offset by: (a) a decrease in expenses related to foreign currency
fluctuations (approximately $0.4 million) and (b) decreased general and
administrative expenses (approximately $0.2 million).

         Infection Prevention Products. Increased selling, general and
administrative expenses in the Infection Prevention Products segment resulted
primarily from: (a) increased selling and marketing expenses (approximately $0.5
million), (b) increased general and administrative expenses (approximately $0.3
million), (c) expenses related to acquisition (approximately $0.1 million), and
(d) an increase in amortization expense of goodwill and other intangible assets
(approximately $0.1 million).

         Operating Income
<TABLE>
<CAPTION>

OPERATING INCOME:               FISCAL        PERCENT OF      FISCAL     PERCENT OF       DOLLAR       PERCENT
(IN THOUSANDS)                   2002            SALES         2001         SALES         CHANGE       CHANGE
                                 ----            -----         ----         -----         ------       ------
<S>                          <C>             <C>           <C>          <C>            <C>           <C>

Professional Dental.........  $   19,000         27.5%      $  16,324        27.6%      $   2,676        16.4%
Orthodontics................       9,198         19.8          11,431        24.2          (2,233)      (19.5)
Infection Prevention
    Products................       1,179         12.9             287         4.4             892       310.8
                              ----------      -------       ---------     -------       ---------     -------
Total Operating Income......  $   29,377         23.6%      $  28,042        24.9%      $   1,335         4.8%
                              ==========      =======       =========     =======       =========     =======
</TABLE>

         As a result of the foregoing, operating income in the second quarter of
fiscal 2002 increased by 4.8% or $1.3 million above operating income in the
corresponding quarter of fiscal 2001.

         Interest Expense

         Interest expense was $6.5 million in the second quarter of fiscal 2002,
a decrease of $2.6 million from the corresponding fiscal 2001 quarter. The
decrease resulted from reduced average debt balances in the second quarter of
fiscal 2002 and reduced average interest rates on our credit facility.

         Income Taxes

         Taxes on income in the second quarter of fiscal 2002 were approximately
$8.8 million, an increase of $1.2 million for the corresponding fiscal 2001
quarter. The increase was due primarily to higher taxable earnings.

         Net Income

         As a result of the foregoing, we had net income of $13.8 million in the
quarter ended March 31, 2002, as compared to net income of $11.2 million in the
corresponding fiscal 2001 period.

         Depreciation and Amortization

         Depreciation and amortization expense of goodwill and other intangible
assets is allocated among the cost of sales, selling, general and administrative
expenses and other expense. Depreciation and amortization expense of goodwill
and other intangible assets decreased $0.1 million in the second quarter of
fiscal 2002 compared to the same period in the prior year primarily due to
foreign currency impact on routine depreciation expense of capital equipment,
and the impact of fully depreciated assets.

                                       13


<PAGE>


SIX MONTHS ENDED MARCH 31, 2002 COMPARED TO THE SIX MONTHS ENDED MARCH 31, 2001

         Net Sales
<TABLE>
<CAPTION>


                                                     FISCAL           FISCAL          DOLLAR           PERCENT
NET SALES: (IN THOUSANDS)                             2002             2001           CHANGE           CHANGE
                                                      ----             ----           ------           ------
<S>                                            <C>              <C>               <C>               <C>

Professional Dental.........................    $      120,246    $     108,487    $      11,759            10.8%
Orthodontics................................            86,448           89,934           (3,486)           (3.9)
Infection Prevention Products...............            15,765           12,880            2,885            22.4
                                                --------------    -------------    -------------    ------------
Total Net Sales.............................    $      222,459    $     211,301    $      11,158             5.3%
                                                ==============    =============    =============    ============
</TABLE>

         Overall Company. Net sales for the first six months of fiscal 2002
increased by $11.2 million or 5.3% from the corresponding fiscal 2001 period.

         Professional Dental. Increased net sales in the Professional Dental
segment resulted primarily from: (a) the net sales of products from acquired
companies (approximately $11.5 million), (b) net sales of new products
(approximately $1.4 million), (c) net sales of existing products (approximately
$0.2 million), and (d) reduced rebate expense (approximately $0.2 million). The
increase in net sales was partially offset by: (a) the loss of the net sales of
last year's exited product lines (approximately $0.8 million) and (b)
unfavorable foreign currency fluctuations (approximately $0.7 million).

         Orthodontics. Decreased net sales in the Orthodontics segment resulted
primarily from: (a) decreased net sales of existing products (approximately $3.3
million), (b) the loss of the net sales of last year's exited product lines
(approximately $1.3 million), and (c) unfavorable foreign currency fluctuations
(approximately $0.8 million). The decrease in net sales was partially offset by:
(a) net sales of new products (approximately $1.7 million), (b) reduced rebate
expenses (approximately $0.1 million), and (c) the net sales of products from an
acquired company (approximately $0.1 million).

         Infection Prevention Products. Increased net sales in the Infection
Prevention Products segment resulted primarily from: (a) increased net sales of
existing products (approximately $1.4 million) and (b) the net sales of products
from an acquired company (approximately $1.5 million).

         Gross Profit
<TABLE>
<CAPTION>

                                FISCAL        PERCENT OF      FISCAL     PERCENT OF       DOLLAR       PERCENT
GROSS PROFIT: (IN THOUSANDS)     2002            SALES         2001         SALES         CHANGE       CHANGE
                                 ----            -----         ----         -----         ------       ------
<S>                          <C>             <C>           <C>          <C>            <C>            <C>

Professional Dental.........  $   69,607         57.9%      $  60,214        55.5%      $   9,393        15.6%
Orthodontics................      48,996         56.7          53,332        59.3          (4,336)       (8.1)
Infection Prevention
    Products................       8,508         54.0           6,410        49.8           2,098        32.7
                              ----------      -------       ---------     -------       ---------     -------
    Total Gross Profit......  $  127,111         57.1%      $ 119,956        56.8%      $   7,155         6.0%
                              ==========      =======       =========     =======       =========     =======
</TABLE>

         Overall Company. Gross profit for the six months ended March 31, 2002
increased by $7.2 million or 6.0% from the corresponding fiscal 2001 period.

         Professional Dental. Increased gross profit in the Professional Dental
segment resulted primarily from: (a) margins relating to the net sales of
products from acquired companies (approximately $5.9 million), (b) a favorable
product mix (approximately $2.2 million), (c) favorable manufacturing variances
(approximately $2.1 million), (d) unit volume relating to new products
(approximately $1.0 million), and (e) decreased rebate expense (approximately
$0.2 million). The increase in gross profit was partially offset by: (a)
inventory reserve adjustments (approximately $1.2 million, of which
approximately $0.5 million is due to physical inventory adjustments, increased
royalty expense of $0.3 million, standard cost revisions of approximately $0.3
million and an increase in obsolescence of approximately $0.1 million), (b)
margins lost from the prior year's exited products lines (approximately $0.4
million), (c) an unfavorable

                                       14



<PAGE>

exchange rate effect (approximately $0.3 million), and (d) decreased net sales
of existing products (approximately $0.1 million).

         Orthodontics. Decreased gross profit in the Orthodontics segment
resulted primarily from: (a) decreased net sales of existing products
(approximately $2.0 million), (b) unfavorable product mix margins (approximately
$1.7 million), (c) unfavorable manufacturing variances (approximately $1.4
million), (d) margins lost from the prior year's exited products (approximately
$0.8 million), and (e) an unfavorable exchange rate effect (approximately $0.8
million). The decrease in gross profit was partially offset by: (a) inventory
reserve adjustments (approximately $1.2 million, of which approximately $2.7
million is due to a decrease in the LIFO provision, standard cost revisions of
approximately $0.2 million, partially offset by an increase in obsolescence of
approximately $1.3 million, an increase in royalty expense of approximately $0.2
million, and a decrease in royalty income of approximately $0.2 million), (b)
unit volume relating to new products (approximately $1.0 million), (c) margins
relating to the net sales of products from acquired companies (approximately
$0.1 million), and (d) decreased rebate expense (approximately $0.1 million).

         Infection Prevention Products. Increased gross profit in the Infection
Prevention Products segment resulted primarily from: (a) increased net sales of
existing products (approximately $1.3 million), (b) margins relating to the net
sales of products from the acquired company (approximately $0.7 million), and
(c) inventory reserve adjustments (approximately $0.1 million which is related
to a decrease in obsolescence).

         Selling, General and Administrative Expenses


<TABLE>
<CAPTION>

SELLING GENERAL AND ADMINISTRATIVE    FISCAL      PERCENT OF      FISCAL     PERCENT OF       DOLLAR       PERCENT
EXPENSES: (IN THOUSANDS)               2002         SALES          2001        SALES          CHANGE       CHANGE
                                       ----         -----          ----        -----          ------       ------
<S>                                <C>             <C>           <C>          <C>            <C>            <C>

Professional Dental.........       $   36,990         30.8%      $  32,151        29.6%      $   4,839        15.1%
Orthodontics................           33,310         38.5          33,088        36.8             222         0.7
Infection Prevention
    Products................            7,007         44.4           6,016        46.7             991        16.5
                                   ----------      -------       ---------     -------       ---------     -------
Total Selling General and
    Administrative
    Expenses................       $   77,307         34.8%      $  71,255        33.7%      $   6,052         8.5%
                                   ==========      =======       =========     =======       =========     =======
</TABLE>

         Overall Company. Selling, general and administrative expenses for the
six months ended March 31, 2002 increased by $6.1 million or 8.5% from the
corresponding fiscal 2001 period.

         Professional Dental. Increased selling, general and administrative
expenses in the Professional Dental segment resulted primarily from: (a)
expenses related to acquisitions (approximately $4.0 million), (b) increased
amortization expense of goodwill and other intangible assets (approximately $0.6
million), (c) increased research and development expenses (approximately $0.3
million), (d) increased general and administrative expenses (approximately $0.2
million), and (e) increased selling and marketing expenses (approximately $0.1
million). The increase in selling, general and administrative expenses was
partially offset by a decrease in expenses related to foreign currency
fluctuations (approximately $0.4 million).

         Orthodontics. Increased selling, general and administrative expenses in
the Orthodontics segment resulted primarily from: (a) increased selling and
marketing expenses (approximately $1.9 million), (b) increased research and
development expenses (approximately $0.3 million), and (c) expenses related to
acquisitions (approximately $0.1 million). The increase in selling, general and
administrative expenses was partially offset by: (a) decreased general and
administrative expenses (approximately $1.4 million), (b) a decrease in expenses
related to foreign currency fluctuations (approximately $0.6 million), and (c)
decreased amortization expense of goodwill and other intangible assets
(approximately $0.1 million).

         Infection Prevention Products. Increased selling, general and
administrative expenses in the Infection Prevention Products segment resulted
primarily from: (a) increased general and administrative expenses (approximately
$0.4 million), (b) increased selling and marketing expenses (approximately $0.3
million), (c) increased amortization


                                       15

<PAGE>



expense of goodwill and other intangible assets (approximately $0.2 million),
and (d) expenses related to acquisitions (approximately $0.1 million).

         Operating Income

<TABLE>
<CAPTION>

OPERATING INCOME:               FISCAL        PERCENT OF      FISCAL     PERCENT OF       DOLLAR       PERCENT
(IN THOUSANDS)                   2002            SALES         2001         SALES         CHANGE       CHANGE
                                 ----            -----         ----         -----         ------       ------
<S>                          <C>             <C>           <C>          <C>            <C>            <C>

Professional Dental.........  $   32,617         27.1%      $  28,063        25.9%      $   4,554        16.2%
Orthodontics ...............      15,686         18.1          20,244        22.5          (4,558)      (22.5)
Infection Prevention
    Products................       1,501          9.5             394         3.1           1,107       281.0
                              ----------      -------       ---------     -------       ---------     -------
Total Operating Income......  $   49,804         22.4%      $  48,701        23.0%      $   1,103         2.3%
                              ==========      =======       =========     =======       =========     =======
</TABLE>

         As a result of the foregoing, operating income in the first six months
of fiscal 2002 increased by 2.3% or $1.1 million above operating income in the
corresponding period of fiscal 2001.

         Interest Expense

         Interest expense was $13.6 million in the first six months of fiscal
2002, a decrease of $3.1 million from the corresponding fiscal 2001 period. The
decrease resulted from reduced average debt balances in the first six months of
fiscal 2002 and reduced average interest rates on our credit facility.

         Income Taxes

         Taxes on income in the first six months of fiscal 2002 were $14.0
million, an increase of $1.2 million from the corresponding fiscal 2001 period.
Increased taxable earnings in the current period were offset by a slightly lower
tax rate.

         Income Before Extraordinary Item

         As a result of the foregoing, we had income before extraordinary item
of $21.9 million in the first six months of fiscal 2002 as compared to income
before extraordinary item of $18.8 million in the corresponding fiscal 2001
period.

         Extraordinary Item

         Due to the spin-off of SDS, Apogent terminated its credit agreement and
wrote off the associated deferred financing fees in the quarter ending December
31, 2000. This resulted in an after tax write-off of $0.5 million that was
allocated to SDS.

         Net Income

         As a result of the foregoing, we had net income of $21.9 million in the
first six months of fiscal 2002, as compared to net income of $18.3 million in
the corresponding fiscal 2001 period.

         Depreciation and Amortization

         Depreciation and amortization expense of goodwill and other intangible
assets is allocated among the cost of sales, selling, general and administrative
expenses and other expense. Depreciation and amortization expense of goodwill
and other intangible assets increased $0.2 million in the first six months of
fiscal 2002 compared to the same period in the prior year primarily due to
amortization expenses of goodwill and other intangible assets related to
acquisitions of approximately $0.7 million, offset by a reduction in
depreciation expense of capital equipment due to foreign currency fluctuations
and the impact of fully depreciated assets.


                                       16
<PAGE>




         Critical Accounting Policies

         We believe the following critical accounting policies, among others,
affect significant judgments and estimates used in the preparation of our
consolidated financial statements. We base our estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources and are inherently uncertain. As a
result, changes in estimates, assumptions and general market conditions on which
our judgments and estimates are based, could cause actual results to differ
materially from future expected results.

-    Intangible Assets - Intangible assets, other than goodwill, are recorded at
     cost and are amortized, using the straight-line method, over their
     estimated useful lives. Goodwill (excess costs over net asset values of
     acquired businesses) recorded prior to June 30, 2001, is amortized over 5
     to 40 years, proprietary technology, trademarks, and other intangibles are
     amortized over 7 to 40 years, 9 years, and 3 to 17 years, respectively.
     Goodwill recorded subsequent to June 30, 2001 is not being amortized to
     earnings, but is to be reviewed for impairment on an annual basis in
     accordance with the implementation of the Financial Accounting Standards
     Board's ("FASB") Statement of Financial Accounting Standards ("SFAS") No.
     142 "Goodwill and Other Intangible Assets". We have applied SFAS No. 141 in
     our preliminary allocation of the purchase price of the Surgical Acuity
     business. Accordingly, we identified and allocated a value to the purchase
     of the intangible assets of less than $0.1 million related to licensing
     agreements, and goodwill related to the purchase of $5.9 million. The
     intangible relating to licensing is being amortized to earnings over a
     period of 15 years, while the goodwill related to the purchase is not being
     amortized to earnings, but reviewed on an annual basis for impairment, in
     accordance with SFAS No. 142. See "New Accounting Pronouncements" below for
     additional information relating to the treatment of goodwill beginning
     October 1, 2002.

-    Revenue Recognition - We recognize revenue upon shipment of products, when
     the risks and rewards of ownership are passed, when persuasive evidence of
     a sales arrangement exists, the price to the buyer is fixed and
     determinable and collectability of the sales price is reasonably assured. A
     large portion of our sales of Professional Dental products is sold through
     distributors. Revenues associated with sales to distributors are also
     recognized upon shipment of products when all risks and rewards of
     ownership of the product are passed. We are not obligated to allow for
     returns. Additionally, we accrue rebates based upon our various pricing
     programs. These rebates are accounted for as a reduction of revenue. The
     allowance for doubtful receivables is reviewed and adjusted periodically.
     Accounts that are judged to have a collection uncertainty are reserved for,
     in part or in total, based on management's estimate of the collectable
     balance.

 -   Inventories - Periodically we review our inventory for potentially excess
     and/or obsolete items by comparing the historical demand to the expected
     future demand and adjust our obsolescence reserves accordingly. Certain
     domestic inventories are valued on the last-in, first-out (LIFO) method
     with the remaining inventories valued on the first-in, first-out method
     (FIFO). If circumstances change (i.e., unexpected shifts in market demand)
     there could be a material impact on the net realizable value of the
     inventory. We are in the process of evaluating the impact of changing to
     the FIFO method of inventory valuation on all of our inventories. In the
     event that we adopt such a change, we will recognize certain non-cash
     charges and we will restate our current and prior period consolidated
     financial statements in accordance with Accounting Principles Board Opinion
     No. 20, "Accounting Changes". Based on preliminary estimates, we expect
     that, if we implement the change, our restated results of operations will
     be lower than our historically depicted results of operations. In addition,
     we expect that we would record a one-time charge directly to stockholders
     equity.

-    Derivative Financial Instruments - We use derivative financial instruments
     to manage our foreign currency, interest rate exposures, and a certain net
     investment. We do not hold or issue financial instruments for trading
     purposes. The notional amounts of these contracts do not represent amounts
     exchanged by the parties and, thus, are not a measure of our risk. The net
     amounts exchanged are calculated on the basis of the notional amounts and
     other terms of the contracts, such as interest rates or exchange rates, and
     only represent a small portion of the notional amounts. The credit and
     market risk under these agreements is minimized through diversification
     among counter parties with high credit ratings. Depending on the item being
     hedged, gains and losses on derivative financial instruments are either
     recognized in the results of operations as they occur or are deferred until
     the hedged transaction occurs. Derivatives used as hedges are effective at
     reducing the risk associated with the exposure being hedged and are
     designated as a hedge at the inception of the derivative contract.
     Accordingly, changes in the fair value of the derivative are highly
     correlated with changes in the fair value of the underlying hedged item at
     the inception of the hedge and over the life of the hedge contract.




                                       17
<PAGE>



         New Accounting Pronouncements

         In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets," and SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 142 requires that goodwill no longer be amortized to
earnings, but instead reviewed for impairment. Under SFAS No. 142, the
amortization of goodwill ceases upon adoption of the Statement and is effective
for fiscal years beginning after December 15, 2001, which for calendar year-end
companies is January 1, 2002. Early application is permitted for entities with
fiscal years beginning after March 31, 2001, provided that the first interim
financial statements have not been previously issued. In all cases, the
provisions of SFAS No. 142 shall be initially applied at the beginning of a
fiscal year.

         We have historically amortized our goodwill and other intangible assets
over their estimated useful lives. Beginning with the adoption of SFAS No. 142,
we will cease amortizing our goodwill and certain intangible assets as defined
in SFAS No. 142. We anticipate adopting SFAS No. 142 as of the beginning of
fiscal year 2003 (i.e. October 1, 2002). We recorded amortization expense of
goodwill and other intangible assets in the amount of $5.0 million and $4.3
million for the six month periods ended March 31, 2002 and 2001, respectively.
Upon adoption of SFAS No. 142, amortization of goodwill and certain intangible
assets will not be recorded in future periods.

         Further, to the extent an intangible asset is identified as having an
indefinite useful life, we will be required to test the intangible asset and
goodwill for impairment in accordance with the provisions of SFAS No. 142 within
the first interim period. Any impairment loss will be measured as of the date of
the adoption and recognized as the cumulative effect of a change in accounting
principle. Impairment will first be assessed by identifying our reporting units
and determining the carrying value of each reporting unit by assigning the
assets and liabilities, including the existing goodwill and intangible assets to
those reporting units, and comparing the fair value of each reporting unit to
the reporting unit's carrying amount. To the extent that the carrying amount of
each reporting unit exceeds its fair value, impairment will be measured as the
amount by which the reporting unit's net assets and liabilities (recorded and
unrecorded) exceed its fair value. We have not fully determined the effect of
adopting SFAS No. 142.

         SFAS No. 143 requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made. We are required and plan to adopt
the provisions of SFAS No. 143 in the quarter ending December 31, 2002. We
believe the adoption of SFAS No. 143 will not have a material impact on our
financial position, results of operations, or cash flows.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which supersedes both SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" (SFAS No. 121) and the accounting and reporting
provisions of APB Opinion No. 30, "Reporting the Results of Operations --
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions (Opinion 30)," for
the disposal of a segment of a business (as previously defined in that Opinion).
SFAS No. 144 retains the fundamental provisions in SFAS No. 121 for recognizing
and measuring impairment losses on long-lived assets held for use and long-lived
assets to be disposed of by sale, while also resolving significant
implementation issues associated with SFAS No. 121. SFAS No. 144 retains the
basic provisions of Opinion 30 on how to present discontinued operations in the
income statement but broadens that presentation to include a component of an
entity (rather than a segment of a business). Unlike SFAS No. 121, an impairment
assessment under SFAS No. 144 will never result in a write-down of goodwill.
Rather, goodwill is evaluated for impairment under SFAS No. 142.

         We are required to adopt SFAS No. 144 no later than our first fiscal
year beginning after December 15, 2001, and plan to adopt its provisions in the
quarter ending December 31, 2002. We do not expect the adoption of SFAS No. 144
for long-lived assets held for use to have a material impact on our consolidated
financial statements because the impairment assessment under SFAS No. 144 is
largely unchanged from SFAS No. 121. The provisions of SFAS No. 144 for assets
held for sale or other disposal generally are required to be applied
prospectively after the adoption date to newly initiated disposal activities.
Therefore, we cannot determine the potential effects that adoption of SFAS No.
144 will have on our consolidated financial statements.



                                       18
<PAGE>

         Liquidity and Capital Resources

         As a result of the acquisition of Apogent's predecessor in 1987 and the
acquisitions we have completed since 1987, we have increased the carrying value
of certain tangible and intangible assets consistent with generally accepted
accounting principles. Accordingly, our results of operations include a
significant level of non-cash expenses related to the depreciation of fixed
assets and the amortization of intangible assets, including goodwill.

         Approximately $17.9 million of cash was generated from operating
activities in the first six months of fiscal 2002, as compared to approximately
$24.6 million from the same period of the prior year. The approximate $6.7
million decrease in cash flows from operations was primarily due to: (a) a
decrease in the net change in accounts payable from the prior year period of
approximately $6.1 million, (b) an increase in the net change in inventories
from the comparable prior year period of approximately $5.7 million, (c) a
decrease in the net change in accrued payroll and employee benefits for the
current year period as compared to the prior year of approximately $2.3 million,
(d) a decrease in the net change of income taxes payable from the prior year
period of approximately $2.1 million, (e) a decrease in the net change in other
current liabilities from the prior year period of approximately $1.0 million,
(f) a decrease in inventory provisions from the prior year period of
approximately $0.8 million, (g) a decrease in the net change in other assets and
liabilities of approximately $0.7 million from the prior year period, (h) a
decrease in depreciation expense from the prior year period of approximately
$0.5 million, (i) a net change in the gain on sale of property, plant and
equipment from the prior year period of approximately $0.3 million and (j) a
decrease in the provision for losses on doubtful accounts from prior year period
of approximately $0.2 million. The decreases in cash flows from operations were
partially offset by the following: (a) increased earnings compared to the prior
year period of approximately $3.5 million, (b) an increase in the net change in
deferred income taxes from the prior year period of approximately $3.4 million
(c) an increase in the net change in accounts receivable from the prior year
period of approximately $3.0 million, (d) an increase in the net change in
prepaid expenses and other current assets from the prior year period of
approximately $1.8 million, (e) an increase in amortization expense of goodwill
and other intangible assets from the prior year period of approximately $0.7
million, (f) an increase in the net change in the restructuring reserve of
approximately $0.4 million, and (g) a tax benefit from issuance of our common
stock under our employee stock option plan of approximately $0.1 million
recorded in fiscal 2002.

         Approximately $14.8 million of cash was used in investing activities in
the first six months of 2002, an increase of approximately $8.1 million from the
same period of fiscal 2001. The increase was primarily due to: (a) the increase
in payments for acquisitions from the prior year period of approximately $6.6
million and (b) an increase in capital expenditures of approximately $1.8
million from the prior year period, partially offset by increased proceeds from
the sales of property, plant and equipment from the prior year of approximately
$0.4 million.

         Approximately $5.1 million of cash was provided by financing activities
in the first six months of fiscal 2002 as compared to cash used in the prior
year financing activities of approximately $21.1 million. The approximate $26.2
million increase in cash provided by financing activities from the prior year
was primarily attributed to: (a) the elimination of cash dividend payments to
Apogent in fiscal 2002 from the prior year period of approximately $67.9 million
(as a result of the spin-off), (b) the decrease in deferred financing fees from
the prior year period of approximately $5.5 million, and (c) the net change in
advances and loans to Apogent from the prior year period of approximately $0.4
million (also as a result of the spin-off). The increase in cash provided by
financing activities was partially offset by: (a) an increase in the net loan
payments of approximately $42.9 million from the prior year period, (b) the
decrease in capital contributions from Apogent from the prior year period of
approximately $4.6 million (as a result of the spin-off), and (c) a decrease in
cash received from the exercise of stock options of approximately $0.1 million.

         Credit Facilities: We obtained a new credit facility (the "SDS Credit
Facility") in connection with the spin-off which allows for borrowings up to
$450 million from ABN AMRO Bank N.V. and certain other lenders. The SDS Credit
Facility is comprised of a $150 million five year tranche A term loan (the
"Tranche A Term Loan"), a $150 million seven year tranche B term loan (the
"Tranche B Term Loan"), under which Kerr and Ormco, two of our subsidiaries, are
borrowers (the "Term Loan Borrowers"), and a five year revolving credit facility
up to $150 million (the "Revolving Credit Facility"), under which SDM, another
one of our subsidiaries, is the borrower.





                                       19
<PAGE>

         The Tranche A Term Loan bears interest, at the option of the Term Loan
Borrowers, equal to: (a) the higher of (i) the rate from time to time publicly
announced by ABN AMRO Bank N.V. as its prime rate plus 1% to 1.75% or (ii) the
federal funds rate plus an additional 1.5% to 2.25% depending upon certain
financial ratios or (b) the adjusted interbank offered rate for Eurodollar
deposits with an additional 2% to 2.75% depending upon certain financial ratios.
The highest applicable percentage on the grid was in place through March 31,
2002. Repayments under the Tranche A Term Loan are due in quarterly
installments, which began on March 31, 2001. As of March 31, 2002, the remaining
amounts due in fiscal 2002, 2003, 2004 and 2005 are $12.5 million, $28.75
million, $33.75 million and $37.23 million, respectively. As of March 31, 2002
the amount outstanding on the Tranche A Term Loan was $112.2 million. The
average interest rate at March 31, 2002 on the Tranche A Term Loan was 6.72%.

         The Tranche B Term Loan bears interest, at the option of the Term Loan
Borrowers, equal to: (a) the higher of (i) the rate from time to time publicly
announced by ABN AMRO Bank N.V. as its prime rate plus 2.75% or (ii) the federal
funds rate plus 3.25% depending upon certain financial ratios or (b) the
adjusted interbank offered rate for Eurodollar deposits plus 3.75%. Repayments
under the Tranche B Term Loan are due in quarterly installments, which began on
March 31, 2001. As of March 31, 2002, the remaining amounts due in 2002, 2003,
2004, 2005, 2006, and 2007 are $0.7 million, $1.5 million, $1.5 million, $1.5
million, $53.8 million and $71.3 million, respectively, with the final payment
of $12.3 million due in November 2007. As of March 31, 2002 the amount
outstanding on the Tranche B Term Loan was $142.6 million. The average interest
rate at March 31, 2002 on the Tranche B Term Loan was 8.32%.

         Borrowings under the Revolving Credit Facility generally bear interest
on the same terms as those under Tranche A Term Loan. In addition, SDM pays a
commitment fee on the average unused portion of the Revolving Credit Facility
ranging from 0.375% to 0.5% depending on certain financial ratios. As of March
31, 2002, we were required to pay the highest end of the range. The Revolving
Credit Facility also provides for the issuance of standby letters of credit and
swing line loans of credit as required in the ordinary course of business,
subject to certain sublimits. As of March 31, 2002 the amount outstanding under
the Revolving Credit Facility was $84.5 million. The average interest rate at
March 31, 2002 on the Revolving Credit Facility was 6.71%.

         The SDS Credit Facility contains numerous financial and operating
covenants, including, among others: restrictions on acquisitions and
investments; requirements that we maintain certain financial ratios;
restrictions on our ability to incur indebtedness or to create or permit liens,
or to pay cash dividends; and limitations on incurrence of additional
indebtedness. Our ability to meet our debt service requirements and to comply
with such covenants is dependent upon our future performance, which is subject
to financial, economic, competitive and other factors affecting us, many of
which are beyond our control. We were in compliance with all such covenants at
March 31, 2002.

         The SDS Credit Facility is secured by our domestic real and personal
property assets and a pledge of capital stock of SDM, Kerr, Ormco, and certain
other material domestic and foreign SDS subsidiaries.

         As a result of the terms of the SDS Credit Facility, we are sensitive
to a rise in interest rates. A rise in interest rates would result in increased
interest expense on our outstanding debt. In order to reduce our sensitivity to
interest rate increases, from time to time we enter into interest rate swap
agreements. As of March 31, 2002, we had six interest rate swaps outstanding
aggregating a notional amount of $199.7 million. Under the terms of the swap
agreements, we are required to pay fixed rate amounts equal to the swap
agreement rates listed below. In exchange for the payment of the fixed rate
amounts, we receive floating rate amounts equal to the three-month LIBOR rate in
effect on the date of the swap agreements and the subsequent reset dates. For
the swap agreements, the rate resets on the quarterly anniversary of the swap
agreement dates until the swaps' expiration dates. The net interest rate paid by
us is approximately equal to the sum of the swap agreement rates plus the
applicable Eurodollar Rate Margin. The swap agreement rates and durations are as
follows:


                                       20
<PAGE>


<TABLE>
<CAPTION>


EXPIRATION DATE            NOTIONAL AMOUNT      SWAP AGREEMENT DATE       SWAP AGREEMENT RATE       SWAP EFFECTIVE DATE
---------------            ---------------      -------------------       -------------------       -------------------
<S>                       <C>                  <C>                        <C>                       <C>

September 15, 2002           $25.0 million           February 23, 2001          5.00%                    March 15, 2001
September 15, 2002           $35.0 million           February 23, 2001          5.00%                    June 15, 2001
January 18, 2005             $70.0 million           December 22, 2000          5.78%                    January 16, 2001
February 16, 2005            $10.0 million           January 24, 2001           5.69%                    February 16, 2001
March 31, 2005               $29.9 million           January 2, 2001            5.65%                    March 30, 2001
March 31, 2005               $29.9 million           January 2, 2001            5.58%                    March 30, 2001
</TABLE>

         We intend to fund our acquisitions, working capital requirements,
capital expenditure requirements, principal and interest payments, obligations
under the Sale/Leaseback (defined below), restructuring expenditures, other
liabilities and periodic expansion of facilities, to the extent available, with
funds provided by operations and short-term borrowings under the Revolving
Credit Facility. To the extent that funds are not available from those sources,
particularly with respect to our acquisition strategy, we would have to raise
additional capital.

         The Revolving Credit Facility provides up to $150 million in available
credit. At March 31, 2002, there was approximately $63.6 million of available
credit under the Revolving Credit Facility. The Tranche A Term Loan had an
outstanding balance of $112.2 million at March 31, 2002, and the Tranche B Term
Loan had an outstanding balance of $142.6 million at March 31, 2002.

         While cash provided from operating activities may be impacted by lower
revenues due to the slowing economy and the continued risk of a competitive
market and changes in demand for our products, we believe that our cash flow
from operations, unused amounts available under the SDS Credit Facility, and
access to capital markets will be sufficient to satisfy our future working
capital, capital investment, acquisition and other financing requirements for
the foreseeable future. However, there can be no assurance that will be the
case.

         Sale/Leaseback: In 1988, we completed the sale and leaseback (the
"Sale/Leaseback") of our then principal domestic manufacturing and office
facilities with an unaffiliated third party. The transaction has been accounted
for as a financing for financial statement purposes, thus the facilities remain
in property, plant and equipment. The transaction was treated as a sale for
income tax purposes. The financing obligation is being amortized over the
initial 25-year lease term.

         The initial term of each lease is 25 years with five five-year renewal
options. On the fifth anniversary of the leases and every five years thereafter
(including renewal terms), the rent is increased by the percentage equal to 75%
of the percentage increase in the Consumer Price Index over the preceding five
years. The percentage increase to the rent in any five-year period is capped at
15%. Beginning January 1, 1999 annual payments increased from $1.3 million to
$1.5 million. The next adjustment will occur January 1, 2004. As a result of the
spin-off, the Sale/Leaseback was amended to extend the leases an additional 5
years, increase the basic rent by $0.15 million per year, and provides us the
option to purchase the leased premises at fair market value from June 1, 2008 to
May 31, 2009.

         We pay all costs of maintenance and repair, insurance, taxes and all
other expenses associated with the properties. In addition, each of the leases
is unconditionally guaranteed by us.

         We have the option to purchase the facilities according to the terms of
any bona fide offer received by the lessor from a third party at any time during
the term of the leases. We may be obligated to repurchase the property upon the
event of a breach of certain covenants or occurrence of certain other events.


                                       21
<PAGE>






         Disclosures of Commitments and Contingencies Table

         The following table represents a comprehensive list of our contractual
obligations and commitments for the twelve month periods ending March 31:

<TABLE>
<CAPTION>

                                                                   PAYMENTS DUE BY PERIOD
                                                                   ----------------------
                                                                       (IN THOUSANDS)

                                             2003       2004      2005       2006       2007     THEREAFTER    TOTAL
                                             ----       ----      ----       ----       ----     ----------    -----
<S>                                     <C>          <C>      <C>        <C>        <C>        <C>           <C>

Long-term debt.......................     $ 28,046   $ 33,211   $ 38,169   $ 36,731   $ 71,701   $ 144,123   $ 351,981
Standby letters of credit............        1,853         --         --         --         --       1,629       3,482
Operating leases.....................        4,952      4,210      3,303      2,486      1,935       5,968      22,854
                                          --------   --------   --------   --------   --------   ---------   ---------
    Total Contractual Cash
      Obligation.....................     $ 34,851   $ 37,421   $ 41,472   $ 39,217   $ 73,636   $ 151,720   $ 378,317
                                          ========  =========   ========  =========   ========  ==========   =========
</TABLE>


         We believe that the cash flow from our operations, unused amounts
available under our credit facility, and access to capital markets will be
sufficient to satisfy our future working capital, capital investment,
acquisition and other financing requirements for the foreseeable future.
However, there can be no assurance that will be the case.

         We have signed a commitment letter to replace our current credit
facility with a combination of a new credit facility and senior subordinated
debt. See note 8 of the Notes to Unaudited Consolidated Financial Statements,
"Subsequent Event."

CAUTIONARY FACTORS

         This report contains, and other disclosures that we make from time to
time may contain, forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as "anticipate," "believe,"
"continue," "estimate," "expect," "goal," "objective," "outlook," "could,"
"intend," "may," "might," "plan," "potential," "predict," "should," or "will" or
the negative of these terms or other comparable terminology signify
forward-looking statements. You should read statements that contain these words
carefully because they: discuss our future expectations; contain projections of
our future results of operations or our financial conditions; or state other
forward-looking information.

         Forward-looking statements involve known and unknown risks,
uncertainties, and other factors that may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by any forward-looking statements. Although we
believe the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results. In addition to the assumptions
and other factors referenced specifically in connection with such statements,
the following factors could impact our business and financial prospects:

         -        As of March 31, 2002, we had $352.0 million in total debt, and
                  $121.7 million in stockholders' equity. This level of
                  indebtedness could have significant consequences, including:
                  (a) limiting the cash flow available for working capital,
                  capital expenditures, acquisitions, and other corporate
                  purposes because a significant portion of our cash flow from
                  operations must be dedicated to servicing our debt; (b)
                  limiting our ability to obtain additional financing in the
                  future for working capital or other purposes; (c) limiting our
                  ability to create or permit liens or to pay cash dividends;
                  and (d) limiting our flexibility to react to competitive or
                  other changes in our industry, and to economic conditions
                  generally.

                  In addition, our credit facilities contain numerous
                  restrictive operating and financial covenants, which could
                  limit our operating flexibility. Our ability to pay or
                  refinance our indebtedness will depend upon our future
                  operating performance, which will be affected by general
                  economic, financial, competitive,



                                       22
<PAGE>



                  legislative, regulatory, and other factors beyond our control.
                  At March 31, 2002, approximately $84.5 million of our
                  indebtedness was incurred under our Revolving Credit Facility.
                  Increases in interest rates would adversely affect our cash
                  flows and therefore our results of operations. In addition,
                  the terms of any additional debt or equity financing that we
                  may incur could restrict our operational flexibility and
                  prevent us from pursuing business opportunities of value to
                  our stockholders.

         -        Numerous competitors participate in our business segments,
                  some of which have substantially greater financial and other
                  resources than we do. Our principal competitors in the
                  Professional Dental Business segment include 3M Corporation
                  and its affiliate ESPE GmbH & Co., Dentsply International
                  Inc.; Ivoclar and GC America, Inc., in the Orthodontics
                  business segment, we compete with companies such as American
                  Orthodontics, GAC Orthodontics, a subsidiary of Dentsply, and
                  Unitek, a subsidiary of 3M Corporation; and in the Infection
                  Prevention Products business segment, our principal
                  competitors include Johnson and Johnson, Steris Corporation,
                  and Ecolab, Inc. We may face increased competition from them
                  in the future and we may not be able to achieve or maintain
                  adequate market share or margins, or compete effectively, in
                  any of our markets. Any of the foregoing factors could
                  adversely affect our revenues and operating profits and hinder
                  our future expansion.

         -        We measure our financial position and results of operations
                  from substantially all of our international operations, other
                  than most U.S. export sales, using local currency of the
                  countries in which we conduct such operations and then
                  translate them into U.S. dollars. The reported income of our
                  foreign subsidiaries will be impacted by a weakening or
                  strengthening of the U.S. dollar in relation to a particular
                  local currency. Our U.S. export sales may also be affected by
                  foreign currency fluctuations relative to the value of the
                  U.S. dollar as foreign customers may adjust their level of
                  purchases according to the weakness or strength of their
                  respective currencies versus the U.S. dollar. In addition, any
                  future increases in the inflation rate in any country where we
                  have operations may negatively affect our results of
                  operations. To the extent these local currencies appreciate
                  against the U.S. dollar, our business, financial condition and
                  results of operations could be adversely affected.

         -        We have engaged in currency hedges to mitigate the impact of
                  foreign currency fluctuations. If we are unable to, or elect
                  not to continue to employ currency hedges, it could have a
                  material adverse effect on our net sales and profitability.

         -        Our foreign operations include manufacturing facilities in
                  Canada, Switzerland, Italy, and Mexico. Accordingly, an event
                  that has a material adverse impact on our foreign operations
                  may materially adversely affect our operations as a whole. The
                  business, regulatory and political environments in countries
                  where we have operations differ from those in the United
                  States and our foreign operations are exposed to a number of
                  inherent risks, including but not limited to: changes in
                  international trade laws, such as the North American Free
                  Trade Agreement, or NAFTA, affecting our activities in Mexico
                  and Canada; changes in local labor laws and regulations
                  affecting our ability to hire and retain local employees;
                  currency exchange restrictions and fluctuations in the value
                  of foreign currency; potentially adverse tax consequences;
                  longer payment cycles; greater difficulties in accounts
                  receivable collection; political conditions in countries where
                  we have operations; unexpected changes in the regulatory
                  environment; and changes in general economic conditions in
                  countries, such as Italy and Mexico, that have historically
                  been less stable than the United States. If any of the events
                  described in these risks were to occur, it could have a
                  material adverse effect on our business, financial condition
                  and result of operations.





                                       23
<PAGE>
         -        Our business strategy includes continued growth through
                  strategic acquisitions, which depends upon the availability of
                  suitable acquisition candidates at reasonable prices and our
                  ability to quickly resolve transitional challenges. Failure to
                  consummate appropriate acquisitions would adversely impact our
                  growth and failure to successfully integrate them would
                  adversely affect our results. These challenges include
                  integration of product lines, sales forces and manufacturing
                  facilities and decisions regarding divestitures, cost
                  reductions, and realizing other synergies. Also, these
                  challenges involve risks of employee turnover, disruption in
                  product cycles and the loss of sales momentum. We cannot be
                  certain that we will successfully manage them in the future.
                  Also, our credit facilities limit our ability to consummate
                  acquisitions without the consent of our lenders.

         -        Our ability to increase sales, and to profitably distribute
                  and sell our products, is subject to a number of risks,
                  including any changes in our business relationships with our
                  principal distributors, competitive risks such as the entrance
                  of additional competitors into our markets, pricing and
                  technological competition, risks associated with the
                  development and marketing of new products in order to remain
                  competitive with dental, orthodontic and infection prevention
                  innovations; and risks associated with changes in demand for
                  our products which can be affected by economic conditions,
                  health care reform, government regulation, and more stringent
                  limits on expenditures by dental insurance providers or
                  governmental programs.

         -        We strive to increase our margins by controlling our costs and
                  by improving our manufacturing efficiencies. There can be no
                  assurance, however, that our efforts will continue to be
                  successful. Margins can be affected by many factors, including
                  competition, product mix, and the effect of acquisitions.

         -        We intend to continue to expand our business over time into
                  new geographic regions and additional products and services,
                  subject to the sufficiency of our cash resources and our
                  ability to comply with the covenants in our various debt
                  instruments. Our future performance will depend, in large
                  part, upon our ability to implement and manage our growth
                  effectively. Our growth in the future will continue to place a
                  significant strain on our administrative, operational, and
                  financial resources. We anticipate that, if we are successful
                  in expanding our business, we will be required to recruit and
                  hire a substantial number of new managerial, finance,
                  accounting, and support personnel. Failure to retain and
                  attract additional management personnel who can manage our
                  growth effectively would have a material adverse effect on our
                  performance. To manage our growth successfully, we will also
                  have to continue to improve and upgrade operational, financial
                  and accounting systems, controls and infrastructure as well as
                  expand, train and manage our employees. Our failure to manage
                  the future expansion of our business could have a material
                  adverse effect on our revenues and profitability.

         -        Our ability to continue manufacturing and selling those of our
                  products that are subject to regulation by the United States
                  Food and Drug Administration or other domestic or foreign
                  governments or agencies is subject to a number of risks,
                  including the promulgation of stricter laws or regulations,
                  reclassification of our products into categories subject to
                  more stringent requirements, or the withdrawal of the approval
                  needed to sell one or more of our products. The costs of
                  complying with these regulations and the delays in receiving
                  required regulatory approvals or the enactment of new adverse
                  regulations or regulatory requirements may force us to cut
                  back our operations, increase our costs, and hinder our
                  growth.

         -        Because many of our products are designed for use in and
                  around a patient's mouth, and because many of these products
                  contain chemicals, metals, and other materials, we are subject
                  to claims and litigation brought by patients or dental
                  professionals alleging harm caused by the use of or exposure
                  to our products. We may need to devote substantial amounts of
                  time and attention to defending ourselves and may also be
                  required to pay large amounts in settlement or upon judgment.
                  Litigation could divert significant amounts of our
                  management's time from other important matters. Our business
                  could also be adversely affected by public perceptions about
                  the safety of our products, whether or not any concerns are
                  justified.





                                       24
<PAGE>
         -        In fiscal 2001, approximately 24% of our sales were made
                  through our top five independent distributors. Mergers and
                  consolidation of our distributors have temporarily slowed
                  sales of our products in the past and may do so in the future.
                  We believe that the loss of either Henry Schein, Inc. or
                  Patterson Dental Co., the only distributors who account for
                  more than 5% of our sales, could have a temporary material
                  adverse effect on our results of operations or financial
                  condition until we find alternative means to distribute our
                  products.

         -        Our ability to hire and retain competent employees is also
                  subject to a number of risks, including unionization of our
                  non-union employees and changes in relationships with our
                  unionized employees. In particular, many of our non-management
                  employees in Europe are subject to national labor contracts,
                  which are negotiated from time to time at the national level
                  between the national labor union and employees' council. There
                  is a risk of strikes or other labor disputes at our locations
                  that are unionized or are subject to national contracts which
                  could affect our operations.

         -        Our business is subject to quarterly variations in operating
                  results caused by a number of factors, including business and
                  industry conditions, the timing of acquisitions, distribution
                  chain issues, and other factors beyond our control. All these
                  factors make it difficult to predict operating results for any
                  particular period.

         -        We have engaged in interest rate hedges to mitigate the impact
                  of interest rate fluctuations. If we are unable to, or elect
                  not to continue to employ interest rate hedges, it could have
                  a material adverse effect on our profitability.

         -        We may be subject to risks arising from other business and
                  investment considerations that may be disclosed from time to
                  time in our Securities and Exchange Commission filings or in
                  other publicly written documents.

         -        Under new accounting pronouncements issued by the Financial
                  Accounting Standards Board, we will be required to test
                  goodwill and other intangible assets for impairment on an
                  annual basis, using new guidelines specified in SFAS No. 142,
                  and recognize any impairment loss at the date of adoption, as
                  well as recognize and measure impairment losses on long-lived
                  assets held for use and long-lived assets to be disposed of by
                  sale (SFAS No. 144). See "New Accounting Pronouncements" above
                  for additional information regarding these pronouncements.
                  While we have yet to fully determine the effects of adopting
                  SFAS No. 142 and SFAS No. 144, we generally believe the
                  adoption of these statements will not have a material impact
                  on our financial position, results of operations, or cash
                  flows. However, we recognize that until completion of the
                  evaluation and testing of goodwill, intangibles and other
                  long-lived assets, there remains a possibility of a material
                  impact on our future consolidated financial statements.


         -        Pursuant to the terms of the agreements executed in connection
                  with our spin-off from Apogent, we and our U.S. subsidiaries,
                  in general, indemnify Apogent and its subsidiaries and
                  affiliates against liabilities, litigation and claims actually
                  or allegedly arising out of the dental business, including
                  discontinued operations relating to our business. Similarly,
                  Apogent and its U.S. subsidiaries indemnify us and our
                  subsidiaries and affiliates against liabilities, litigation
                  and claims actually or allegedly arising out of Apogent's
                  business, including discontinued operations related to the
                  laboratory business, and other items not transferred to us.
                  These indemnification obligations could be significant. The
                  availability of these indemnities will depend upon the future
                  financial strength of each of the companies. We cannot
                  determine whether we will have substantial indemnification
                  obligations to Apogent and its affiliates in the future. We
                  also cannot be assured that, if Apogent has substantial
                  indemnification obligations to us and our affiliates, Apogent
                  will have the ability to satisfy those obligations.


                                       25
<PAGE>



         -        In connection with the spin-off, Apogent received rulings from
                  the Internal Revenue Service that, for federal income tax
                  purposes, the transactions undertaken in connection with the
                  spin-off, and the spin-off itself, would be tax free to
                  Apogent and its shareholders. These rulings are subject to the
                  validity of factual representations made to the IRS and
                  assumptions and conditions set out in the ruling request. In
                  order to assure that the representations made in connection
                  with the ruling request are true, we have agreed with Apogent
                  to certain restrictions on future actions for a period of time
                  following the spin-off. In particular, we have agreed to
                  continue the active conduct of our historic business for a
                  minimum of two years, and we have agreed not to issue stock,
                  merge with another corporation, or dispose of our assets in a
                  manner that would cause the spin-off to be treated as part of
                  a plan pursuant to which one or more persons acquire a 50% or
                  greater interest in our stock. We have agreed to indemnify
                  Apogent if the spin-off is treated as having been taxable by
                  reason of any breach of these agreements. Our indemnification
                  of Apogent for these liabilities may have a material adverse
                  effect on our financial condition and results of operations.

         Except as may be required by applicable securities laws or regulations,
we undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.



                                       26
<PAGE>





ITEM 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FOREIGN EXCHANGE CURRENCY RISK MANAGEMENT

         We operate internationally; therefore, our earnings, cash flows, and
financial position are exposed to foreign currency risk from foreign currency
denominated receivables and payables, forecasted sales transactions, as well as
net investments in certain foreign operations. These items are denominated in
foreign currencies, including but not limited to the euro, Japanese yen, Swiss
franc, Canadian dollar, and the Australian dollar.

         We believe it is prudent to minimize the variability caused by foreign
currency risk. We attempt to minimize foreign currency risk by using derivative
instruments when prudent. We do not use derivative instruments for purposes
other than hedging.

         Although we have a U.S. dollar functional currency, a substantial
portion of our sales, income, and cash flow are derived from foreign currencies.
Our foreign currency exposure exists primarily in the euro, Japanese yen,
Canadian dollar, and Australian dollar versus the U.S. dollar. With the
acquisition of Hawe Neos on May 31, 2001, we now consider the Swiss franc a
currency exposure.

         For fiscal year 2002, our projected total foreign currency exposure is
approximately 49.8 million euros, 915.7 million Japanese yen, 16.9 million
Canadian dollars, 13.7 million Australian dollars, and 11.8 million Swiss
francs. We have put in place a strategy to manage our euro and yen cash flow
exposure through the use of zero cost collar contracts. There were no such
contracts in place for the Canadian dollar, Australian dollar, and Swiss franc
at March 31, 2002.

         In August 2001, we entered into a series of zero cost collar contracts
to hedge intercompany transactions with a remaining notional amount of 20.1
million euros for fiscal year 2002. In addition, we entered into a zero cost
collar contract to hedge a remaining notional amount of 330.0 million Japanese
yen for fiscal year 2002.

         At March 31, 2002, approximately $0.5 million of gain (net of income
tax) representing the fair value of the zero cost collars, is included in
accumulated other comprehensive income, related to the foreign currency zero
cost collar transactions. In addition, none of the foreign currency cash flow
hedges have been discontinued.

         Remaining amounts under the zero cost collar contracts in place as of
March 31, 2002 are as follows (in thousands, except rates):

<TABLE>
<CAPTION>
                                                                     LOCAL
                  TRADE            EFFECTIVE       MATURITY        CURRENCY        FLOOR RATE     CEILING RATE
CURRENCY          DATE               DATE            DATE           AMOUNT         PER U.S. $      PER U.S. $
--------          ----               ----            ----           ------         ----------      ----------
<S>             <C>              <C>             <C>              <C>             <C>          <C>

Euro            8/29/2001         10/29/2001       9/27/2002         4,050            0.89                  0.92
Euro            8/29/2001         10/29/2001       9/27/2002         6,000            0.89                  0.92
Euro            8/29/2001         10/29/2001       9/26/2002         4,050            0.89                  0.92
Euro            8/29/2001         10/29/2001       9/26/2002         6,000            0.89                  0.92
Yen             9/25/2001         10/29/2001       9/26/2002       330,000          120.00      112.05 to 109.80

</TABLE>

         As of March 31, 2002, the maximum length of time over which we are
hedging our exposure to the variability in future cash flows associated with
foreign currency forecasted transaction is six months.

         During the year ending September 30, 2002, approximately $0.5 million
of gains in accumulated other comprehensive income (loss) related to the zero
cost collars are expected to be reclassified into foreign exchange gain as a
yield adjustment of the hedged foreign currency representing the fair value of
the zero cost collars.

         In September 2001, we entered into a cross currency debt swap
transaction to hedge our net investment in Hawe Neos. The agreement has an
effective date of October 16, 2001, and is a contract to exchange a U.S. dollar
principal amount of $45 million in exchange for a Swiss franc principal amount
of 71.73 million at the termination date


                                       27
<PAGE>




of October 16, 2006. The interest rate to be paid to us on the U.S. dollar
principal amount of $45 million is a fixed rate of 5.79%, and the interest rate
to be paid by us on the Swiss franc principal amount of 71.73 million is a fixed
rate of 4.40%, with the interest payments due quarterly on both the Swiss franc
loan and the U.S. dollar loan.

         At March 31, 2002, the fair value of the cross currency debt swap
transaction gain (net of income tax) included in translation adjustments was
approximately $1.1 million.

INTEREST RATE EXPOSURE--INTEREST RATE RISK MANAGEMENT

         We use variable-rate debt (primarily the SDS Credit Facility) to
finance our operations. These debt obligations expose us to variability in
interest payments due to changes in interest rates. If interest rates increase,
interest expense increases. Conversely, if interest rates decrease, interest
expense also decreases. Under the SDS Credit Facility, we are required to have
interest rate protection for a minimum of fifty percent of the aggregate
outstanding principal amount of the Tranche A Term Loan and Tranche B Term Loan
for not fewer than four years.

         To meet this requirement we have entered into several interest rate
swap agreements to manage fluctuations in cash flows resulting from interest
rate risk.

         The interest rate swaps change the variable-rate cash flow exposure on
a portion of the Tranche A Term Loan and Tranche B Term Loan to fixed-rate cash
flows by entering into receive-variable, pay-fixed interest rate swaps.

         We do not enter into speculative contracts and we continue to assess
our exposure to interest rate risk on an ongoing basis.

         For the quarter ended March 31, 2002, the total net cost of converting
from floating rate (3-month Libor) to fixed rate from a portion of the interest
payments of the debt obligation was approximately $1.8 million. At March 31,
2002, approximately $3.5 million loss (net of income tax) is included in
accumulated other comprehensive income (loss). Below is a table listing the
interest expense exposure detail and the fair value of the interest rate swap
agreements as of March 31, 2002 (in thousands):

<TABLE>
<CAPTION>
                                                                                          FISCAL 2002  FAIR VALUE
LOAN                      AMOUNT        TERM         TRADE       EFFECTIVE   MATURITY        COST       (PRE-TAX)
----                      ------        ----         -----       ---------   --------        ----       ---------
<S>                  <C>             <C>         <C>           <C>         <C>          <C>           <C>

Kerr B ...........    $      35,000   4 years     12/22/2000    1/16/2001   1/18/2005   $    343.7     $ 1,465.6
Ormco B...........           35,000   4 years     12/22/2000    1/16/2001   1/18/2005        343.7       1,465.6
Revolver..........           10,000   4 years     1/24/2001     2/16/2001   2/16/2005         93.1         348.8
Revolver..........           25,000   1.5 years   2/23/2001     3/15/2001   9/15/2002        194.1         348.7
Kerr A ...........           29,871   4 years     1/2/2001      3/30/2001   3/31/2005        292.7         833.5
Ormco A ..........           29,871   4 years     1/2/2001      3/30/2001   3/31/2005        287.2         788.1
Ormco B...........           35,000   1.25 years  2/23/2001     6/15/2001   9/15/2002        271.6         490.0
                      -------------                                                     ----------     ---------
Totals............    $     199,742                                                     $  1,826.1     $ 5,740.3
                      =============                                                     ==========     =========
</TABLE>

         The fair value of interest rate swap agreements designated as hedging
instruments of the variability of cash flows associated with floating-rate,
long-term debt obligations are reported in accumulated other comprehensive
income (loss). These amounts subsequently are reclassified into interest expense
as a yield adjustment in the same period in which the related interest on the
floating-rate debt obligations affects earnings.


                                       28
<PAGE>





                           PART II - OTHER INFORMATION

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Company, a Delaware corporation, held its Annual Meeting of
Stockholders on February 8, 2002. A quorum was present at the Annual Meeting,
with 35,169,016 shares out of a total of 37,904,159 shares entitled to cast
votes represented in person or by proxy at the meeting. Further information
regarding our Annual Meeting of Shareholders was previously reported in our Form
10-Q for the quarter ended December 31, 2001.


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS:

         See the Exhibit Index following the Signature page in this report,
which is incorporated herein by reference.

         (b)      REPORTS ON FORM 8-K:

         No reports on Form 8-K were filed during the quarter for which this
report is filed.

























                                       29





<PAGE>


                                    SIGNATURE

         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.

                           SYBRON DENTAL SPECIALTIES, INC
                           (Registrant)

Date: May 10, 2002         /s/ GREGORY D. WALLER
                           --------------------------------------------
                               Gregory D. Waller
                               Vice President - Finance,
                               Chief Financial Officer & Treasurer*

                           *      executing as both the principal financial
                                  officer and the duly authorized officer of the
                                  Company.


                                       30
<PAGE>





                         SYBRON DENTAL SPECIALTIES, INC.
                               (THE "REGISTRANT")
                          (COMMISSION FILE NO. 1-16057)
                                  EXHIBIT INDEX
                                       TO
       QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2002
<TABLE>
<CAPTION>

                                                                   INCORPORATED
EXHIBIT                                                              HEREIN BY                            FILED
NUMBER                DESCRIPTION                                  REFERENCE TO                          HEREIN
------                -----------                                  ------------                          ------
<S>        <C>                                               <C>                                     <C>

3.1        (a)    Restated Certificate of Incorporation       Exhibit 3.1 to Amendment
                  of the Registrant                           No. 2 to the Registrant's
                                                              Registration Statement on
                                                              Form 10/A filed on
                                                              November 9, 2000 (File
                                                              No. 1-16057) (the "Form
                                                              10/A No. 2")

           (b)    Certificate of Designation, Preferences     Exhibit 3.1(b) to the
                  and Rights of Series A Preferred Stock      Registrant's Form 10-K for
                                                              the fiscal year ended
                                                              September 30, 2000

3.2        Bylaws of the Registrant                           Exhibit 3.2 to the Form
                                                              10/A No. 2

4.2        Rights Agreement, dated as of December 8,          Exhibit 4 to the Registrant's
           2000, between the Registrant and EquiServe         Current Report on Form 8-K
           Trust Company, N.A., as Rights Agent,              dated December 8, 2000 and filed
           including the Form of Certificate of               on December 12, 2000
           Designation, Preferences and Rights of
           Series A Preferred Stock (Exhibit A), Form
           of Rights Certificate (Exhibit B) and Form
           of Summary of Rights (Exhibit C)

10.1       2000 Long-Term Incentive Plan (As Amended          Exhibit 10.1 to the Registrant's
           by the Board of Directors on February 8, 2002)     Form 10-Q for the quarter ended
                                                              December 31, 2001

10.3       2000 Outside Directors' Stock Option Plan (As      Exhibit 10.3 to the Registrant's
           Amended by the Board of Directors on               Form 10-Q for the quarter ended
           February 8, 2002)                                  December 31, 2001

10.5       Senior Executive Incentive Compensation Plan       Exhibit A to the Registrant's Proxy
                                                              Statement dated December 28, 2001
                                                              for the 2002 Annual Meeting of
                                                              Stockholders

10.14      2001 Long-Term Incentive Plan (As Amended          Exhibit 10.14 to the Registrant's
           by the Board of Directors on February 8, 2002)     Form 10-Q for the quarter ended
                                                              December 31, 2001

12.1       Computation of Ratio of Earnings to Fixed
           Charges                                                                                            x
</TABLE>