<PAGE>   1

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999


                          Commission File Number 0-2604

                           GENERAL BINDING CORPORATION
             (Exact name of registrant as specified in its charter)

                                   36-0887470
                      (I.R.S. employer identification No.)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)


                                 ONE GBC PLAZA,
                           NORTHBROOK, ILLINOIS 60062
          (Address of principal executive offices, including zip code)

                                 (847) 272-3700
              (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
                                     -----    -----

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

                                                      OUTSTANDING AT
CLASS                                                 APRIL 30, 1999
Common Stock,  $.125 par value                            13,338,248
Class B Common Stock, $.125 par value                      2,398,275


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



<PAGE>   2



                  GENERAL BINDING CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 1999
                                TABLE OF CONTENTS




PART I.  FINANCIAL INFORMATION                                            Page
                                                                          ----
Item 1.  Financial statements (unaudited)
         Condensed consolidated balance sheets as of
         March 31, 1999 and December 31, 1998                              2

         Condensed consolidated statements of income for the three
         months ended March 31, 1999 and 1998                              3

         Condensed consolidated  statements of cash flows for the
         three months ended March 31, 1999 and 1998                        4

         Notes to condensed consolidated financial statements              5

Item 2.  Management's discussion and analysis of financial condition
         and results of operations                                         15


PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                  20

         Signatures                                                        21



                                       1



<PAGE>   3
                  GENERAL BINDING CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (000's omitted)

                                                  March 31,       December 31,
                                                    1999              1998
                                                 (unaudited)
                                                 -----------      ------------
ASSETS
Current assets:
    Cash and cash equivalents                     $   7,287            6,095
    Receivables, less allowances for 
        doubtful accounts and sales 
        returns: 1999 - $9,395, 1998 - $9,871       180,471          187,939
    Inventories:
        Raw materials                                50,311           53,848
        Work in process                               6,549            6,533
        Finished goods                              115,044          104,136
                                                  ---------        ---------
          Total inventories                         171,904          164,517
    Deferred tax assets                              11,658           12,429
    Other                                            30,760           27,663
                                                  ---------        ---------
          Total current assets                      402,080          398,643

Property, plant and equipment                       216,368          217,179
Less - accumulated depreciation                     (92,202)         (90,743)
                                                  ---------        ---------
    Net property, plant and equipment               124,166          126,436
Goodwill, net of amortization                       306,188          304,649
Other                                                50,879           56,110
                                                  ---------        ---------
    Total assets                                  $ 883,313        $ 885,838
                                                  =========        =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable                              $  56,954        $  51,669
    Accrued liabilities                              70,352           77,115
    Notes payable                                    46,302           27,462
    Current maturities of long-term debt                793              972
                                                  ---------        ---------
            Total current liabilities               174,401          157,218
Long-term debt, less current maturities             472,282          490,591
Other long-term liabilities                          15,515           13,760
Deferred tax liabilities                             20,382           21,082
Stockholders' equity:
    Common stock                                      1,962            1,962
    Class B common stock                                300              300
    Additional paid-in capital                       11,458           10,976
    Retained earnings                               224,543          225,112
    Treasury stock                                  (27,002)         (26,632)
    Accumulated other comprehensive income          (10,528)          (8,531)
                                                  ---------        ---------
            Total stockholders' equity              200,733          203,187
                                                  ---------        ---------
Total liabilities and stockholders' equity        $ 883,313        $ 885,838
                                                  =========        =========

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


                                        2



<PAGE>   4

                  GENERAL BINDING CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                     (000's omitted, except per share data)

                                                     Three months ended
                                                           March 31,
                                                  --------------------------
                                                     1999            1998
                                                  ---------        ---------
Net sales                                         $ 221,082        $ 213,944
Cost of sales, including development 
   and engineering                                  127,069          122,004
Selling, service and administrative                  78,940           69,664
Amortization of goodwill and related intangibles      2,664            2,470
                                                  ---------        ---------
   Operating income                                  12,409           19,806

Interest expense                                     10,388            7,472
Other (income) expense, net                            (192)             509
                                                  ---------        ---------
   Income before taxes                                2,213           11,825

Income taxes                                            897            4,730
                                                  ---------        ---------
   Net income                                     $   1,316        $   7,095
                                                  =========        =========

Other comprehensive income, net of taxes:
   Foreign currency translation adjustments          (1,997)            (938)
                                                  ---------        ---------
Comprehensive (loss) income                       $    (681)       $   6,157
                                                  =========        =========
Net income per common share: (1)
   Basic                                          $    0.08        $    0.45
   Diluted                                             0.08             0.45

Weighted average number of common shares
outstanding: (2)
   Basic                                             15,729           15,761
   Diluted                                           15,862           15,878



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

(1) Amounts represent per share amounts for both Common Stock and Class B 
    Common Stock. 
(2) Weighted average shares includes both Common Stock and Class B Common 
    Stock.


                                        3


<PAGE>   5




                  GENERAL BINDING CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (000's omitted)

                                                      Three Months Ended
                                                           March 31,
                                                  --------------------------
                                                     1999             1998
                                                  ---------        ---------
OPERATING ACTIVITIES:
Net income                                        $   1,316        $   7,095
Adjustments to reconcile net income to net 
  cash provided by operating activities
    Depreciation                                      4,454            4,387
    Amortization                                      4,790            3,634
    Provision for doubtful accounts                     482              392
    Increase in non-current deferred taxes                -             (170)
    (Increase) in other long-term assets             (3,386)          (3,466)
    Other                                               243              357
Changes in current assets and liabilities:
    Decrease (increase) in receivables                5,553           (4,033)
    (Increase) decrease in inventories               (8,047)           4,001
    (Increase) in other current assets               (2,172)          (5,039)
    Decrease in deferred tax assets                     811            1,558
    (Decrease) in accounts payable and accrued 
      liabilities                                      (372)          (5,434)
    Increase in income taxes payable                    476            1,365
                                                  ---------        ---------
        Net cash provided by operating 
          activities                                  4,148            4,647

INVESTING ACTIVITIES:
    Capital expenditures                             (5,183)          (6,385)
    Payments for acquisitions and investments 
      (net of cash acquired)                              -         (137,983)
    Proceeds from sale of plant and equipment           199               42
                                                  ---------        ---------
        Net cash (used in) investing activities      (4,984)        (144,326)

FINANCING ACTIVITIES:
    Increase in notes payable                        18,840           30,274
    Increase in long-term debt                      182,537          122,888
    Repayment of long-term debt                    (196,718)            (104)
    (Reduction) in current portion of 
      long-term debt                                   (229)              (1)
    Payments of debt issuance costs                     (42)               -
    Dividends paid                                   (1,887)          (1,736)
    Purchases of treasury stock                        (429)          (2,601)
    Proceeds from the exercise of stock options         541              509
                                                  ---------        ---------
        Net cash provided by financing activities     2,613          149,229
Effect of exchange rates on cash                       (585)              44
                                                  ---------        ---------
    Net increase in cash and cash equivalents         1,192            9,594

Cash and cash equivalents at the beginning 
    of the year                                       6,095            3,753
                                                  ---------        ---------
Cash and cash equivalents at the end of 
    the period                                    $   7,287        $  13,347
                                                  =========        =========
Supplemental disclosure:
    Interest paid                                 $   5,687        $   6,891
    Income taxes paid                                 1,250            4,239



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

                                       4

<PAGE>   6


                  GENERAL BINDING CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(1)      BASIS OF PRESENTATION

         The condensed consolidated financial statements include the accounts of
         General Binding Corporation and its subsidiaries ("GBC" or the
         "Company"). These financial statements have been prepared by GBC,
         pursuant to the rules and regulations of the Securities and Exchange
         Commission. Certain information and disclosures normally included in
         financial statements prepared in accordance with generally accepted
         accounting principles have been condensed or omitted pursuant to such
         rules and regulations. GBC believes that the disclosures included in
         these condensed consolidated financial statements are adequate to make
         the information presented not misleading. It is suggested that these
         condensed consolidated financial statements be read in conjunction with
         the financial statements and the notes thereto included in GBC's 1998
         Annual Report on Form 10-K. In the opinion of GBC, all adjustments
         necessary to present fairly the financial position of GBC as of March
         31, 1999 and December 31, 1998 and the results of their operations for
         the three months ended March 31, 1999 and 1998 have been included.
         Operating results for any interim period are not necessarily indicative
         of results that may be expected for the full year.

(2)      LONG-TERM DEBT

         Long-term debt consists of the following at March 31, 1999 and December
         31, 1998 - outstanding borrowings denominated in foreign currencies
         have been converted to U.S. dollars (000's omitted):

                                                     March 31,   December 31,
                                                       1999         1998
                                                       ----         ----
         REVOLVING CREDIT FACILITY
         U.S. Dollar borrowings - (weighted 
            average floating interest rate 
            of 5.92% at March 31, 1999 and 
            6.20% at  December 31, 1998)             $274,000      $288,300
         British Pound borrowings - (floating 
            interest rate of 6.37% at March 31, 
            1999 and 7.80% at December 31, 1998)       15,796        19,416
         Swiss Franc borrowings - (floating 
            interest rate of 2.13% at March 31, 
            1999 and 2.33% at December 31, 1998)        9,315         7,785
         Dutch Guilder borrowings - (floating 
            interest rate of 3.90% at March 31, 
            1999 and 4.30% at December 31, 1998)        5,153         5,394
         INTERNATIONAL CREDIT AGREEMENT
         Australian Dollar borrowings - due July 
            2000 (floating interest rate of 6.70%
            at March 31, 1999 and 6.50% at 
            December 31, 1998)                          2,537         2,449
         INDUSTRIAL REVENUE BONDS
         Industrial Revenue Bond - due March 2026 
            (floating interest rate of 3.05% at
            March 31, 1999 and 4.20% at December
            31, 1998)                                   7,511         7,511
         Industrial Revenue Bond - due annually 
            from July 1994 to July 2008 (floating
            interest rate of 3.12% at March 31, 
            1999 and 3.60% at December 31, 1998)        1,750         1,750
         Industrial Revenue Bond - due annually 
            from June 2002 to June 2007 (floating 
            interest rate of 2.91% at March 31, 
            1999 and 3.45% at December 31, 1998)        1,050         1,050
         NOTES PAYABLE
         Senior Subordinated Notes, U.S. borrowing
            - due 2008 (fixed interest rate of 
            9.375%)                                   150,000       150,000


                                       5


<PAGE>   7


         Note payable, Dutch Guilder borrowing - 
            due monthly from November 1994 to
            October 2004 (fixed interest rate 
            of 8.85%)                                   1,630         1,782
         Note payable, Dutch guilder borrowing - 
            due June 2000 (fixed interest rate of
            7.05%)                                      1,626         1,701
         OTHER BORROWINGS                               2,707         4,425
                                                     --------      --------
            Total debt                                473,075       491,563
         Less - current maturities                        793           972
                                                     --------      --------
            Total long-term debt                     $472,282      $490,591
                                                     ========      ========

(3)      EARNINGS PER SHARE

         In accordance with SFAS No. 128, net income per common share was
         computed as follows (000's omitted, except per share amounts):

                                                  Three months ended March 31,
                                                  ----------------------------
                                                       1999          1998
                                                     --------      --------

         (A) Net income available to common 
               shareholders                          $  1,316      $  7,095
                                                     ========      ========

         (B) Weighted average number of common 
               shares outstanding (1)                  15,729        15,761

             Additional common shares issuable 
               under employee stock options using
               the treasury stock method                  133           117
                                                     --------      --------
         (C) Weighted average number of common 
               shares outstanding assuming the
               exercise of stock options (1)           15,862        15,878
                                                     ========      ========

         Net income per common share (2)  (A) / (B)  $   0.08      $   0.45
                                                     ========      ========

         Net income per common share, assuming 
             dilution (2)  (A) / (C)                 $   0.08      $   0.45
                                                     ========      ========

         (1) Weighted average shares includes both Common Stock and Class B 
             Common Stock.
         (2) Amounts represent per share amounts for both Common Stock and 
             Class B Common Stock.

(4)      BUSINESS SEGMENTS

         In accordance with SFAS No. 131, GBC has identified three reportable
         operating segments based on the amount of revenues and operating income
         of these segments. GBC's operating segments are based on the
         organization of GBC into business groups comprised of similar products
         and services. The Document Finishing Group's revenues are primarily
         derived from sales of binding and punching equipment and related
         supplies, custom binders and folders, and maintenance and repair
         services. The Films Group's revenues are primarily derived through
         sales of thermal films, mid-range and commercial high-speed laminators
         and large-format digital print laminators. The Document Finishing Group
         and the Films Group's products and services are sold through direct
         channels to the general office markets, commercial reprographic
         centers, educational and training markets, commercial printers, and to
         government agencies. The Office Products Group's revenues are primarily
         derived from the sale of binding and laminating equipment and supplies,
         document shredders, visual communications products and desktop
         accessories through indirect channels including office product
         superstores, contract/commercial stationers, wholesalers, mail order
         companies and retail dealers. Expenses incurred by the three reportable
         segments described above relate to costs incurred to 


                                       6


<PAGE>   8


         manufacture or purchase products and selling, general and
         administrative costs. The All Others category presented below
         primarily represents expenses of a corporate nature and revenues and
         expenses for certain entities not assigned to one of the other three
         reportable segments.

<TABLE>
<CAPTION>

                                                Three months ended March 31, 1999 (000's omitted):
                                                --------------------------------------------------
                                      Document       Film        Office
                                      Finishing    Products     Products      All
                                        Group       Group         Group      Others   Eliminations   Total
                                        -----       -----         -----      ------   ------------   -----
         <S>                          <C>          <C>          <C>        <C>         <C>          <C>
         Sales:
            Unaffiliated customers    $57,557      $36,921      $115,908   $10,696     $     --     $221,082
            Affiliated entities        18,476        5,433        18,294        67      (42,270)          --
         Operating income               7,310        7,217         9,080   (11,198)          --       12,409
</TABLE>


<TABLE>
<CAPTION>

                                                Three months ended March 31, 1998 (000's omitted):
                                               --------------------------------------------------
                                      Document       Film        Office
                                      Finishing    Products     Products     All
                                        Group       Group        Group      Others    Eliminations   Total
                                        -----       -----         -----      ------   ------------   -----
         <S>                          <C>          <C>          <C>        <C>         <C>          <C>
         Sales:
             Unaffiliated customers   $59,375      $35,899      $103,711   $14,959     $     --     $213,944
             Affiliated entities       12,130        7,040         1,010       874      (21,054)          --
         Operating income               8,766        7,760        12,692    (9,412)          --       19,806

</TABLE>

         Financial information for the three months ended March 31, 1999 and
         1998 by geographical area is summarized below.

<TABLE>
<CAPTION>

                                         Three months ended March 31, 1999 (000's omitted):
                                         -------------------------------------------------
                                            United    
                                            States    Europe   International      Total
                                           --------  -------   -------------    --------
         <S>                               <C>       <C>          <C>           <C>

         Sales to unaffiliated customers   $149,843  $43,614      $27,625       $221,082
</TABLE>
<TABLE>
<CAPTION>

                                         Three months ended March 31, 1998 (000's omitted):
                                         -------------------------------------------------
                                            United    
                                            States    Europe   International      Total
                                           --------  -------   -------------    --------
         <S>                               <C>       <C>          <C>           <C>
         Sales to unaffiliated customers   $152,743  $35,993      $25,208       $213,944
</TABLE>


(5)      SUBSIDIARY GUARANTOR  INFORMATION

         During 1998, GBC issued $150 million of 9.375% Senior Subordinated
         Notes due 2008 in order to finance the acquisition of Ibico AG. Each of
         GBC's domestic restricted subsidiaries have jointly and severally and
         fully and unconditionally guaranteed the Senior Subordinated Notes. See
         Note 2 to the Consolidated Financial Statements for additional
         information. Rather than filing separate financial statements for each
         guarantor subsidiary with the Securities and Exchange commission, GBC
         has elected to present the following condensed consolidating results of
         operations, financial position and cash flows of the Parent, Guarantors
         and Non-Guarantors (in each case carrying investments under the equity
         method) and the eliminations necessary to arrive at the information for
         GBC on a consolidated basis:



                                       7

<PAGE>   9
CONSOLIDATING BALANCE SHEETS (000'S OMITTED):

<TABLE>
<CAPTION>
                                                                            March 31, 1999
                                               -------------------------------------------------------------------------
                                                Parent        Guarantors    Non-Guarantors  Eliminations   Consolidated
                                               ---------      ----------    --------------  ------------   -------------
<S>                                            <C>             <C>             <C>           <C>             <C>

Assets
Current assets:
     Cash and cash equivalents                 $   2,596       $    (441)      $   5,132     $        -      $     7,287
     Receivables, net                            109,590           1,263          69,618              -          180,471
     Inventories, at lower of cost or market      88,470             414          83,020              -          171,904
     Deferred tax assets                           9,989             353           1,404            (88)          11,658
     Other                                        20,497               -          10,263              -           30,760
     Due from affiliates                          79,016           1,128             243        (80,387)               -
                                               ---------       ---------       ---------     ----------      -----------
           Total current assets                  310,158           2,717         169,680        (80,475)         402,080
                                       
Net property, plant and equipment                 87,065           8,695          28,406              -          124,166
Goodwill, net of amortization                    197,438          24,458          84,292              -          306,188
Other                                             43,248          11,094           7,761        (11,224)          50,879
Investment in subsidiaries                       169,292         139,543               -       (308,835)               -
                                               ---------       ---------       ---------     ----------      -----------
     Total assets                              $ 807,201       $ 186,507       $ 290,139     $ (400,534)     $   883,313
                                               =========       =========       =========     ==========      ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                          $  34,951       $     910       $  21,093     $        -      $    56,954
     Accrued liabilities                          47,846             381          22,125              -           70,352
     Notes payable                                17,300               -          29,002              -           46,302
     Current maturities of long-term debt            417               -             376              -              793
     Due to affiliates                            23,816             304          57,200        (81,320)               -
                                               ---------       ---------       ---------     ----------      -----------
           Total current liabilities             123,290           1,925         130,506        (81,320)         174,401

Long-term debt, less current maturities          459,894               -          23,318        (10,930)         472,282
Other long-term liabilities                        8,933             332           6,250                          15,515
Deferred tax liabilities                          13,311           3,079           3,992                          20,382
Stockholders' equity:                                                                                                  -

     Common stock                                  1,962               5           4,296         (4,301)           1,962
     Class B common stock                            300               -               -                             300
     Additional paid-in capital                   11,458          53,423         107,864       (161,287)          11,458
     Retained earnings                           224,543         126,615          24,583       (151,198)         224,543
     Treasury stock                              (27,002)              -               -              -          (27,002)
     Accumulated other comprehensive income      (10,528)          1,458          (9,960)         8,502          (10,528)
                                               ---------       ---------       ---------     ----------      -----------
           Total stockholders' equity            200,733         180,726         126,073       (306,799)         200,733
                                               ---------       ---------       ---------     ----------      -----------
Total liabilities and stockholders' equity     $ 807,201       $ 186,507       $ 290,139     $ (400,534)         883,313
                                               =========       =========       =========     ==========      ===========
</TABLE>



                                       8
<PAGE>   10
<TABLE>
<CAPTION>
                                                                           December 31, 1998
                                               ----------------------------------------------------------------------------
                                                Parent      Guarantors    Non-Guarantors     Eliminations     Consolidated
                                               --------     ----------    --------------     ------------     ------------
<S>                                            <C>          <C>           <C>                <C>              <C>          
ASSETS
Current assets:
     Cash and cash equivalents                 $   4,049    $    (650)          2,696          $    --               6,095 
     Receivables, net                            118,477        1,609          67,853               --             187,939 
     Inventories, at lower of cost or market      79,657        7,033          77,760                 67           164,517 
     Deferred tax assets                           9,386          957           2,160                (74)           12,429 
     Other                                        18,667          559           8,437               --              27,663 
     Due from affiliates                          84,457       53,169           2,465           (140,091)             --   
                                               ---------    ---------       ---------           --------           ------- 
           Total current assets                  314,693       62,677         161,371           (140,098)          398,643 

Net property, plant and equipment                 85,589       11,307          29,540               --             126,436 
Goodwill, net of amortization                    191,511       31,264          82,073               (199)          304,649 
Other                                             45,732        1,622          10,460             (1,704)           56,110 
Investment in subsidiaries                       168,617      152,006            --             (320,623)             --   
                                               ---------    ---------       ---------           --------         --------- 
Total assets                                   $ 806,142    $ 258,876       $ 283,444          $(462,624)        $ 885,838 
                                               =========    =========       =========          =========         ========= 
                                                                                                                           
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                       
Current liabilities:                                                                                                       
     Accounts payable                          $  30,775    $   3,187       $  17,707          $    --           $  51,669 
     Accrued liabilities                          53,757         (253)         23,611               --              77,115 
     Notes payable                                  --           --            27,462               --              27,462 
     Current maturities of long-term debt            413           15             544               --                 972 
                                                                                                                           
Due to affiliates                                 21,910       58,956          60,057           (140,923)             --   
                                               ---------    ---------       ---------           --------           ------- 
             Total current liabilities           106,855       61,905         129,381           (140,923)          157,218 
                                                                                                                           
Long-term debt - affiliated                        1,704         --              --               (1,704)             --
Long-term debt, less current maturities          473,559        1,050          15,982               --             490,591 
Other long-term liabilities                        7,901          226           5,633               --              13,760 
Deferred tax liabilities                          12,936        3,454           4,692               --              21,082 

Stockholders' equity:                                                                                                      
     Common stock                                  1,962            5           5,171             (5,176)            1,962 
     Class B common stock                            300         --              --                 --                 300 
     Additional paid-in capital                   10,976       53,421         102,788           (156,209)           10,976 
     Retained earnings                           225,112      143,616          27,847           (171,463)          225,112 
     Treasury stock                              (26,632)        --              --                 --             (26,632)
     Accumulated other comprehensive income       (8,531)      (4,801)         (8,050)            12,851            (8,531)
                                               ---------    ---------       ---------           --------           ------- 
           Total stockholders' equity            203,187      192,241         127,756           (319,997)          203,187 
                                               ---------    ---------       ---------           --------           ------- 
Total liabilities and stockholders' equity     $ 806,142    $ 258,876       $ 283,444           (462,624)          885,838 
                                               =========    =========       =========           ========           ======= 
</TABLE>


                                       9


<PAGE>   11

CONSOLIDATING INCOME STATEMENTS (000's OMITTED):


<TABLE>
<CAPTION>
                                                                              Three months ended March 31, 1999
                                                  ----------------------------------------------------------------------------
                                                    Parent     Guarantors(a)  Non-Guarantors     Eliminations     Consolidated
                                                  ----------   ------------   --------------     ------------     ------------
<S>                                                <C>          <C>           <C>                <C>              <C>       
Unaffiliated sales                                 $ 149,843         --            71,239         $    --          $ 221,082 
Affiliated sales                                      16,574         --            20,314           (36,888)            --   
                                                   ---------    ---------       ---------         ---------        --------- 
     Net sales                                       166,417         --            91,553           (36,888)         221,082 
Cost of sales, including development                                                                                         
     and engineering                                  99,683          185          64,123           (36,922)         127,069 
Selling, service and administrative                   53,800           27          25,113              --             78,940 
Amortization of goodwill and related intangibles       1,785          331             548              --              2,664 
                                                   ---------    ---------       ---------         ---------        --------- 
     Operating income                                 11,149         (543)          1,769                34           12,409 
                                                                                                                             
Interest                                               9,708          327           1,015              (662)          10,388 
Other (income) expense                                  (852)         (56)             54               662             (192)
                                                   ---------    ---------       ---------         ---------        --------- 
     Income before taxes and undistributed                                                                                   
       earnings of wholly owned subsidiaries           2,293         (814)            700                34            2,213 
Income taxes                                             929         (330)            284                14              897 
                                                   ---------    ---------       ---------         ---------        --------- 
     Income before undistributed earnings of                                                                                 
       wholly owned subsidiaries                       1,364         (484)            416                20            1,316 
Undistributed earnings of (loss) of wholly-                                                                                   
     owned subsidiaries                                  (48)         594            --                (546)             --   
                                                   ---------    ---------       ---------         ---------        --------- 
Net income                                         $   1,316    $     110             416         $    (526)       $   1,316 
                                                   =========    =========       =========         =========        ========= 
</TABLE>



(a) Effective January 1, 1999 the Protech and Sickenger subsidiaries were merged
    into the Parent company.

                                       10


<PAGE>   12
<TABLE>
<CAPTION>
                                                                         Three months ended March 31, 1998
                                                  ---------------------------------------------------------------------------
                                                    Parent      Guarantors   Non-Guarantors     Eliminations     Consolidated
                                                  ----------    ----------   --------------     ------------     ------------
<S>                                               <C>           <C>          <C>              <C>                <C>          
Unaffiliated sales                                $ 140,580     $   7,318      $  66,046        $    --            $ 213,944  
Affiliated sales                                     15,739         3,739          3,795          (23,273)              --    
                                                  ---------     ---------      ---------           ------          ---------  
     Net sales                                      156,319        11,057         69,841          (23,273)           213,944  
Cost of sales, including development                                                                                          
     and engineering                                 90,865        11,277         43,612          (23,750)           122,004  
Selling, service and administrative                  46,732         1,602         21,330             --               64,664  
Amortization of goodwill and related intangibles      1,878           321            271             --                2,470  
                                                  ---------     ---------      ---------           ------          ---------  
     Operating income                                16,844        (2,143)         4,628              477             19,806
  
Interest                                              9,220           332          1,033           (3,113)             7,472  
Other (income) expense                                 (604)       (2,435)           435            3,113                509  
                                                  ---------     ---------      ---------           ------          ---------  
     Income before taxes and undistributed                                                                                    
       earnings of wholly-owned subsidiaries          8,228           (40)         3,160              477             11,825  
Income taxes                                          3,069           186          1,282              193              4,730  
                                                  ---------     ---------      ---------           ------          ---------  
     Income before undistributed earnings of                                                                                  
       wholly-owned subsidiaries                      5,159          (226)         1,878              284              7,095  
Undistributed earnings (loss) of wholly                                                                                       
     owned subsidiaries                               1,936           685           --             (2,621)              --    
                                                  ---------     ---------      ---------           ------          ---------  
Net income                                        $   7,095     $     459      $   1,878           (2,337)         $   7,095  
                                                  =========     =========      =========           ======          =========  
                                                                                                                              
</TABLE>  


                                       11
<PAGE>   13

CONSOLIDATING STATEMENTS OF CASH FLOWS (000's OMITTED):


<TABLE>
<CAPTION>
                                                                        Three months ended March 31, 1999                        
                                                      ------------------------------------------------------------------------
                                                        Parent     Guarantors   Non-Guarantors   Eliminations     Consolidated    
                                                      ----------   ----------   --------------   ------------     ------------    
<S>                                                   <C>          <C>          <C>               <C>               <C>         
NET CASH PROVIDED BY (USED IN) OPERATING              
     ACTIVITIES                                       $   3,972    $   2,409    $  (2,233)        $   --            $   4,148   

INVESTING ACTIVITIES:                                                                                                           
     Capital expenditures                                (2,184)        (310)      (2,689)            --               (5,183)  
     Payments for acquisitions and investments,                                                                                 
          net of cash acquired                             --           --           --               --                 --     
     Proceeds from sale of plant and equipment              194         --              5             --                  199
     Capital contributions to subsidiaries                 --           --           --               --                 --     
                                                      ---------    ---------    ---------         --------          ---------   
          Net cash used in investing activities          (1,990)        (310)      (2,684)            --               (4,984)  

FINANCING ACTIVITIES:                                                                                                           
     Increase (reduction) in notes payable/                                                                                     
          intercompany balances                          13,416       (1,890)       7,314             --               18,840   
     (Repayment) of long-term debt                     (196,426)        --           (292)            --             (196,718)  
     Increase in long-term debt                         181,274         --          1,263             --              182,537   
     Increase in current portion of long-term debt         (105)        --           (124)            --                 (229)  
     Dividends paid                                      (1,887)        --           --               --               (1,887)  
     Purchase of treasury stock                            (429)        --           --               --                 (429)  
     Proceeds from the exercise of stock options            541         --           --               --                  541   
     Payments for debt issuance costs                       (42)        --           --               --                 (42)  
     Capital contributions from parent company             --           --           --               --                 --     
                                                      ---------    ---------    ---------         --------          ---------   
          Net cash provided by financing activities      (3,658)      (1,890)       8,161             --                2,613   

Effect of exchange rates on cash                            223         --           (808)            --                 (585)  
                                                      ---------    ---------    ---------         --------          ---------   
NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS       (1,453)         209        2,436             --                1,192   

Cash and cash equivalents at the beginning of                                                                                   
     the year                                             4,049         (650)       2,696             --                6,095   
                                                      ---------    ---------    ---------         --------          ---------   
                                                                                                                              
CASH AND CASH EQUIVALENTS AT THE END OF THE                                                                                     
     PERIOD                                           $   2,596    $    (441)   $   5,132         $   --            $   7,287   
                                                      =========    =========    =========         ========          =========   
                                                                                                                                
                                                                                                                                
                                                                                                                                

</TABLE>
                                       12


<PAGE>   14


<TABLE>
<CAPTION>
                                                                        Three months ended March 31, 1998                       
                                                     ----------------------------------------------------------------------
                                                       Parent     Guarantors   Non-Guarantors   Eliminations   Consolidated
                                                     ----------   ----------   --------------   ------------   ------------
<S>                                                  <C>          <C>          <C>              <C>            <C>         
NET CASH PROVIDED BY (USED IN) OPERATING
     ACTIVITIES                                      $  11,556    $   9,821      $ (16,880)       $    150       $   4,647 

INVESTING ACTIVITIES:                                                                                                      
     Capital expenditures                               (3,972)      (1,437)          (976)          --            (6,385) 
     Payments for acquisitions and investments,                                                                            
         net of cash acquired                             --       (137,983)          --             --          (137,983) 
     Proceeds from sale of plant and equipment            --              7             35           --                42  
     Capital contributions to subsidiaries             (15,045)      15,045           --             --              --    
                                                     ---------    ---------      ---------       --------       ---------  
         Net cash used in investing activities         (19,017)    (124,368)          (941)          --          (144,326) 

FINANCING ACTIVITIES:                                                                                                      
     Increase in notes payable/intercompany                                                                                
         balances (a)                                 (108,769)     114,935         24,108           --            30,274
     Repayments of long-term debt                         --           --             (104)          --              (104)  
     Increase in long-term debt                        121,716           11          1,311           (150)        122,888  
     Increase in current portion of long-term debt        --           --               (1)          --                (1) 
     Dividends paid                                     (1,736)        --             --             --            (1,736) 
     Purchase of treasury stock                         (2,601)        --             --             --            (2,601) 
     Proceeds from the exercise of stock options           509         --             --             --               509  
                                                     ---------    ---------      ---------       --------       ---------  
         Net cash provided by financing activities       9,119      114,946         25,314           (150)        149,229  

Effect of exchange rates on cash                          --           --               44           --                44  
                                                     ---------    ---------      ---------       --------       ---------  
NET INCREASE IN CASH AND CASH EQUIVALENTS                1,658          399          7,537           --             9,594  

Cash and cash equivalents at the beginning of                                                                              
     the year                                            1,098          (26)         2,681           --             3,753  
                                                     ---------    ---------      ---------       --------       ---------  
CASH AND CASH EQUIVALENTS AT THE END OF THE                                                                                
     PERIOD                                          $   2,756    $     373      $  10,218       $   --         $  13,347  
                                                     =========    =========      =========       ========       =========  
</TABLE>


(a)  During the three months ended March 31, 1998, the Parent repaid an
     intercompany balance due to one of the Guarantor companies in the amount of
     $114,935. This amount was used to purchase Ibico AG.



                                       13


<PAGE>   15



(6)      SUBSEQUENT EVENT

         On April 30, 1999, GBC announced a restructuring program that is
         expected to result in a pre-tax charge to second quarter 1999 earnings
         of approximately $15.0 - $18.0 million. The restructuring effort will
         be focused in three primary areas:

         -  Consolidating European distribution, logistics and accounting 
            operations;
         -  Streamlining the sales functions of the Document Finishing Group's
            North American direct sales operations; and
         -  Closing or consolidating several worldwide distribution centers 
            and manufacturing facilities.

         It is estimated that approximately 435 positions, or about 8% of
         GBC's workforce, will be affected.


                                       14


<PAGE>   16


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

         The following narrative discusses the results of operations,
         liquidity and capital resources for GBC on a consolidated
         basis. This section should be read in conjunction with GBC's
         Annual Report on Form 10-K for the fiscal year ended December
         31, 1998. See "Management's Discussion and Analysis of
         Financial Condition and Results of Operations" contained
         therein.

         FORWARD LOOKING STATEMENTS

         Certain statements under the caption "Management's Discussion
         and Analysis of Financial Condition and Results of Operations"
         and elsewhere in this Report constitute "forward looking
         statements" within the meaning of Section 21E(I) (1) of the
         Exchange Act. Such forward-looking statements involve known
         and unknown risks, uncertainties and other factors which may
         cause actual results and performance of GBC to be materially
         different than anticipated future results and performance
         expressed or implied by such forward-looking statements. Such
         factors include, among other things, the following:
         competition within the office products and lamination film
         products markets, the effects of economic conditions, the
         issues associated with the acquisition and integration of
         recently acquired operations, including Ibico AG ("Ibico"),
         operating risks, the ability of GBC's distributors to
         successfully market and sell the Company's products, the
         ability of GBC to obtain capital to finance planned growth,
         the availability and price of raw materials, dependence on
         certain suppliers of manufactured products, the effect of
         consolidation in the office products industry and other
         factors indicated in GBC's registration statements and reports
         filed with the SEC. These important factors may also cause the
         forward-looking statements made by GBC in this Report,
         including but not limited to those contained under the caption
         "Management's Discussion and Analysis of Financial Condition
         and Results of Operations," to be materially different from
         the actual results achieved by the Company. In light of these
         and other uncertainties, the inclusion of any forward-looking
         statements herein should not be regarded as a representation
         by GBC that the Company's plans and objectives will be
         achieved.

         RESULTS OF OPERATIONS - QUARTER ENDED MARCH 31, 1999 COMPARED
         TO QUARTER ENDED MARCH 31, 1998

         Sales
         Net sales for the first quarter of 1999 totaled $221.1
         million, an increase of 3.4% as compared to the first quarter
         of 1998. The acquisition of Ibico contributed approximately
         $19.0 million in sales for the quarter. Sales by U.S.
         RingBinder, which was sold on June 30, 1998, were $6.1 million
         during the first quarter of 1998. Excluding the impact of
         Ibico and U.S. RingBinder, sales decreased approximately 2.7%
         in the first quarter of 1999 compared to 1998. Sales for both
         the Document Finishing and Films groups were relatively flat
         after considering the impact of transferring certain European
         business from the Document Finishing to the Films Group during
         the first quarter of 1999. Sales in the Office Products Group
         increased $12.2 million during the first quarter of 1999
         compared to 1998. Excluding the impact of Ibico, sales for the
         Office Products Group decreased approximately $7.0 million.
         The primary reason for the decrease was a sharp decline in
         sales of personal shredders.


                                       15


<PAGE>   17



         Gross Margin, Costs and Expenses 
         The Company's overall gross profit margin declined to 42.5% in the
         first quarter of 1999 compared to 43.0% in 1998. Both the Films and
         Office Products Groups experienced lower gross profit margins in the
         first quarter of 1999 compared to 1998, while margins in the Document
         Finishing Group were flat. Gross profit margins declined in the Films
         Group primarily due to price competition. The Office Products Group
         gross profit margin was unfavorably impacted as a result of lower
         margins on Ibico products along with an unfavorable mix of certain
         lower-margin products.

         Selling, service and administrative expenses increased $9.2 million in
         the first quarter of 1999 compared to 1998. As a percentage of sales,
         operating expenses were 35.7% in the first quarter of 1999 compared to
         32.6% in 1998. The increase in selling, service and administrative
         expenses was primarily due to higher costs in the Office Products
         Group. The increased costs resulted from higher rebate programs,
         higher distribution expenses associated with servicing certain Ibico
         customers and costs associated with integrating the Group's operations
         in the United Kingdom.

         Amortization of goodwill and related intangibles increased to $2.7
         million in the first quarter of 1999 compared to $2.5 million in the
         first quarter of 1998, primarily as a result of the Ibico acquisition.

         Interest expense for the first quarter of 1999 increased to $10.4
         million compared to $7.5 million in 1998. The primary reasons for the
         increase were higher average debt levels as a result of the financing
         of the Ibico acquisition and higher interest expense associated with
         the Senior Subordinated Notes.

         Other income was $0.2 million in the first quarter of 1999 compared to
         an expense of $0.5 million in 1998. The primary reason for the change
         was foreign currency transaction gains in 1999 compared to losses in
         1998.

         Income Taxes
         GBC's overall effective income tax rate was 40.5% for the first
         quarter of 1999 compared to 40.0% in 1998. The mix of income and
         losses in certain of GBC's international operations was the primary
         reason for the increase.

         Net Income
         As a result of the factors described above, net income for the first
         quarter of 1999 was $1.3 million, or $0.08 per share basic, compared
         to $0.45 per share basic in the first quarter of 1998.

         LIQUIDITY AND CAPITAL RESOURCES

         GBC's cash requirements for operations and capital expenditures during
         the first quarter of 1999 were financed by internally-generated cash
         flow and borrowings under GBC's revolving credit facilities and other
         short-term facilities from banks.


                                       16


<PAGE>   18


         Despite sharply lower earnings, net cash provided by operating
         activities was $4.1 million for the first quarter of 1999 compared to
         $4.6 million in the first quarter of 1998.

         Capital expenditures during the first quarter of 1999 were $5.2
         million compared to $6.3 million during the first quarter of 1998.

         Cash dividends paid during the first quarter of both 1999 and 1998
         were $0.12 and $0.11 per share, respectively.

         As of March 31, 1999, GBC had access to various U.S. and international
         credit facilities, including a multicurrency revolving credit facility
         (the "Revolving Credit Facility") with a group of international banks
         providing for up to $475.0 million of unsecured revolving credit
         borrowings through January 2002. The Revolving Credit Facility,
         established on January 13, 1997 contains, among other things, certain
         restrictive covenants which require GBC to maintain certain ratios
         regarding current assets and liabilities, leverage and interest
         coverage.

         As of March 31, 1999, GBC had the equivalent of $304.3 million
         outstanding under the Revolving Credit Facility.

         GBC believes that funds generated from operations, combined with
         existing credit facilities, are sufficient to meet
         currently-anticipated capital and operating requirements.



                                       17



<PAGE>   19



YEAR 2000 COMPLIANCE

In 1997 GBC began identifying issues and formulating plans to address Year 2000
matters that might impact its operations. The Year 2000 problem consists of
shortcomings in certain electronic data processing systems that make them unable
to process year-date data accurately beyond the year 1999. Essentially, certain
systems were designed to abbreviate dates by eliminating the first two digits of
the year under the assumption that these digits would always be 19. As a result,
such applications could fail or create erroneous results if they recognize "00"
as the year 1900 rather than 2000.

GBC's State of Readiness
In early 1998, GBC established a Year 2000 Task Force which is directed by GBC's
Vice President of Business Technology. The Task Force has identified and
reviewed GBC's hardware and software systems, embedded technological systems,
GBC's product offerings, and material third party relationships. GBC's state of
readiness is as follows:

- Substantially all of its hardware systems are Year 2000 compliant.

- Certain software systems are being modified or replaced to become Year 2000
  compliant.

- Surveys have been sent to more than 375 material third party suppliers.
  Approximately 83% of the surveys have been returned and are currently being
  assessed by management of GBC's Business Units to determine if the failure
  of any material supplier to have its products or services compliant could
  have a materially adverse affect on the results of GBC's business or
  operations.

- The significant projects currently in process are summarized below:
<TABLE>
<CAPTION>

Operating Function        Project                         Current Status            Target Completion
------------------------------------------------------------------------------------------------------
<S>                       <C>                             <C>                       <C>

North American Document   Remediate order processing,     Completed                 Completed
Finishing and films       distribution and financial 
                          systems

                          Replace manufacturing           Implemented at one of     September 1999
                          systems at five sites           five sites

North American Office     Remediate order processing,     Completed                 Completed
Products                  distribution and financial 
                          systems

European Document         Replace order processing,       Implemented at 11 of 23   December 1999
Finishing and Office      manufacturing, distribution     sites
Products                  and financial systems
------------------------------------------------------------------------------------------------------
</TABLE>

Costs to Address the Company's Year 2000 Issues
The total cost of GBC's Year 2000 projects is estimated to be approximately $3.0
million (a majority of the expenditures are in North America). Such costs
include new software purchased and outside consultants hired to remediate
non-compliant systems. GBC's estimated Year 2000 costs do not include efforts to
replace certain systems, as those projects were not accelerated to ensure Year
2000 compliance; nor does 


                                       18


<PAGE>   20



GBC's estimate include the costs of company employees that may devote a portion
of their efforts towards Year 2000 remediation projects. These costs have not
had, nor are expected to have, a material effect on GBC's financial position,
results of operations or cash flows in any of the years in which spending has or
will occur. This expectation assumes that GBC will not be obligated to incur
significant Year 2000 related costs on behalf of its customers or suppliers.

The Risks of the Company's Year 2000 Issues and Contingency Plans
GBC believes that any Year 2000 issues that could significantly impact its
operations have been identified and that replacement or remediation efforts will
be implemented on time. GBC has prioritized its European implementation project
focusing on early readiness for its most significant European operations. GBC
believes that non-compliance of any European operation on January 1, 2000 will
not cause any material disruption to its business or operations as a whole and
that, in such event, contingency plans will have been implemented to bridge any
period of non-compliance. GBC has not determined the most likely worst-case
scenarios related to Year 2000 issues, but continues to monitor the projects in
process and will develop contingency plans, if necessary, to ensure that it will
be able to operate critical areas of the business.


                                       19

<PAGE>   21




PART II. OTHER INFORMATION

Item 6:  Exhibits

         (a)   Exhibits: Exhibit No. 27 Financial Data Schedule

         (b)   Reports on Form 8-K: None

               
                                       20

<PAGE>   22



SIGNATURE
---------

Pursuant to the requirements of Section 13 or 19(d) 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.

                           GENERAL BINDING CORPORATION

                                 By: /s/ William R. Chambers, Jr.
                                     -----------------------------------

                                         William R. Chambers, Jr.
                                         Vice President and Chief
                                         Financial Officer


                                       21