<PAGE>

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

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

                                  FORM 10-Q/A
(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, 2000
                    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:    33-93464

                            DICTAPHONE CORPORATION
            (Exact Name of Registrant as Specified in its Charter)


              DELAWARE                                   04-3506655
 (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)


                            3191 BROADBRIDGE AVENUE
                              STRATFORD, CT 06614
                                (203) 381-7000
         (Address of principal executive offices, including zip code,
                  and telephone number, including area code)

      ------------------------------------------------------------------
             (Former name, former address and former fiscal year,
                         if changed since last report)


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

Number of shares of Common Stock, par value $.01 per share, outstanding as of
May 12, 2000:  1,000

The Common Stock of the registrant is not publicly traded.
<PAGE>


                            DICTAPHONE CORPORATION
                            ----------------------

                                     INDEX
                                     -----

<TABLE>
<CAPTION>
                                                                        Page No.
                                                                        --------
<S>                                                                     <C>
PART I.  FINANCIAL INFORMATION
------------------------------

ITEM 1.  Condensed Consolidated Financial Statements

         Condensed Consolidated Statements of Operations for the

         Three Months Ended March 31, 1999 and March 31, 2000 (Unaudited)   2

         Condensed Consolidated Balance Sheets as of  December 31, 1999
         and March 31, 2000 (Unaudited)                                     3

         Unaudited Condensed Consolidated Statements of Cash Flow for the
         Three Months Ended March 31, 1999 and March 31, 2000               4

         Notes to Unaudited Consolidated Financial Statements               5

</TABLE>

                                       1
<PAGE>

                        PART I - FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
         -------------------------------------------

                            DICTAPHONE CORPORATION

          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
                            (Dollars in thousands)
<TABLE>
<CAPTION>

                                               THREE MONTHS     THREE MONTHS
                                                   ENDED            ENDED
                                              MARCH 31, 1999   MARCH 31, 2000
                                              ---------------  ---------------
<S>                                           <C>              <C>
       Revenues:
          Product sales and rentals                  $48,228         $ 44,245
          Contract manufacturing sales                10,348            9,154
          Support services                            24,035           27,859
                                                     -------         --------
            Total revenue                             82,611           81,258
                                                     -------         --------

       Costs and expenses:

          Cost of:
            Product sales and rentals                 21,323           31,014
            Contract manufacturing sales               8,718            7,979
            Support services                          13,409           15,197
                                                     -------         --------
               Total costs                            43,450           54,190
                                                     -------         --------

          Selling and administrative                  26,955           26,148

          Amortization of intangibles                  3,239            2,209

          Research and development                     2,438            1,777
                                                     -------         --------

       Operating profit (loss)                         6,529           (3,066)

       Interest expense                               10,139           10,494

       Other expense (income) - net                      331             (210)
                                                     -------         --------

       Loss before income taxes                       (3,941)         (13,350)

       Income tax expense                                225                5
                                                     -------         --------

          Net loss                                    (4,166)         (13,355)

          Stock dividends on PIK Preferred
            Stock                                      1,231            1,649
                                                     -------         --------

          Net loss applicable to Common Stock        $(5,397)        $(15,004)
                                                     =======         ========

</TABLE>
    See accompanying notes to condensed consolidated financial statements.

                                       2
<PAGE>

                            DICTAPHONE CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                       DECEMBER 31,   MARCH 31,
                                                          1999         2000
                                                         ----------  ---------
                                                                    (Unaudited)
<S>                                                     <C>          <C>
ASSETS
Current assets:
  Cash and cash equivalents                             $   6,190    $   5,002
  Accounts receivable, less allowances of $1,801
   and $1,851, respectively                               100,834      100,242
  Inventories                                              49,759       39,470
  Other current assets                                      6,152        6,321
                                                        ---------    ---------
    Total current assets                                  162,935      151,035
Property, plant and equipment, net                         37,489       38,888
Deferred financing costs, net of accumulated
 amortization of $16,145 and $16,749, respectively          8,141        7,538
Intangibles, net of accumulated amortization of
 $133,964 and $136,173 respectively                       194,865      192,489
Deferred tax asset                                         39,934       40,220
Other assets                                               17,774       18,359
                                                        ---------    ---------
    Total assets                                        $ 461,138    $ 448,529
                                                        =========    =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                      $  11,755    $  11,251
  Interest payable                                          9,965        4,165
  Accrued liabilities                                      30,928       20,419
  Advance billings                                         49,100       56,625
  Current portion of long-term debt                           790          788
                                                        ---------    ---------
    Total current liabilities                             102,538       93,248
Long-term debt                                            353,443      363,965
Accrued pension liability                                   9,953        9,914
Other liabilities                                          12,806       12,462
                                                        ---------    ---------
    Total liabilities                                     478,740      479,589
                                                        ---------    ---------
Contingencies and concentrations of risk (Note 5)
Stockholders' equity:
  Preferred stock ($.01 par value; 7,500,000 shares
   authorized; 2,742,400 and 2,840,400 shares of
   14% PIK perpetual preferred stock issued and
   outstanding, liquidation values of $27,424 and
   $28,404 at December 31, 1999 and March 31, 2000,
   respectively)                                           27,424       28,404
  Preferred stock ($.01 par value; 10,000,000 shares
   authorized; 2,000,000 shares of 12% Convertible PIK
   preferred stock issued and outstanding, liquidation
   value of $22,975 at March 31, 2000)                     22,306       22,975
  Common stock ($.01 par value; 30,000,000 shares
   authorized; 12,934,000 shares outstanding at
   December 31, 1999 and March 31, 2000)                      130          130
  Notes receivable from stockholders                         (741)        (741)
  Additional paid-in capital                              115,140      113,491
  Treasury stock, at cost (66,000 shares at December 31,
   1999 and March 31, 2000, respectively)                    (660)        (660)
  Accumulated deficit                                    (179,360)    (192,715)
  Accumulated other comprehensive loss                     (1,841)      (1,944)
                                                        ---------    ---------
    Total stockholders' equity (deficit)                  (17,602)     (31,060)
                                                        ---------    ---------
    Total liabilities and stockholders' equity          $ 461,138    $ 448,529
                                                        =========    =========
</TABLE>
     See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

                            DICTAPHONE CORPORATION
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)
                            (Dollars in thousands)
<TABLE>
<CAPTION>


                                                  THREE MONTHS     THREE MONTHS
                                                     ENDED            ENDED
                                                 MARCH 31, 1999   MARCH 31, 2000
                                                 --------------   --------------
<S>                                              <C>             <C>
   Operating activities:
     Net loss                                      $ (4,166)        $(13,355)
     Adjustments to reconcile net loss to net
      cash provided by (used in) operating
      activities:
       Depreciation and amortization                  6,140            7,215
       Provision for deferred income taxes               25             (314)
       Non-cash provision for inventory
        obsolescence (Note 2)                           ---            9,206
       Changes in assets and liabilities:
         Accounts receivable                        (12,023)             575
         Inventories                                  4,443            1,070
         Other current assets                         1,803             (206)
         Accounts payable and accrued liabilities   (13,887)         (16,708)
         Advance billings                             4,825            7,524
         Other assets and other                      (3,036)          (3,119)
                                                   --------         --------
           Net cash used in operating activities    (15,876)          (8,112)
                                                   --------         --------

   Investing activities:
     Net investment in fixed assets                  (3,733)          (3,360)
                                                   --------         --------
       Net cash used in investing activities         (3,733)          (3,360)
                                                   --------         --------

   Financing activities:
     Sale of preferred stock                         20,000              ---
     Borrowings under revolving credit facility      12,500           13,000
     Repayments under revolving credit facility     (19,500)          (2,000)
     Repayments under term loans                        ---             (439)
     Other                                             (316)            (278)
                                                   --------         --------
       Net cash provided by financing activities     12,684           10,283
                                                   --------         --------

   Effect of exchange rate changes on cash              (42)               1
                                                   --------         --------

   Decrease in cash                                  (6,967)          (1,188)

   Cash and cash equivalents, beginning of period    11,727            6,190
                                                   --------         --------
   Cash and cash equivalents, end of period        $  4,760         $  5,002
                                                   ========         ========

   SUPPLEMENTAL CASH FLOW INFORMATION:

   Interest paid                                   $ 15,817         $ 15,559
                                                   ========         ========
   Income taxes paid                               $     15         $  1,063
                                                   ========         ========

</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>

                             DICTAPHONE CORPORATION
c       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
               (Dollars in thousands, or as otherwise indicated)


1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

       On March 7, 2000, the Company entered into a definitive agreement to be
   acquired by Lernout & Hauspie Speech Products, N.V. ("Lernout & Hauspie").
   On May 5, 2000 Lernout & Hauspie purchased all of the outstanding stock of
   the Company for approximately 4.7 million shares of L&H Common Stock.  In
   connection with the acquisition, a portion of the Company's approximately
   $430 million of debt and other obligations were paid off or refinanced by
   Lernout & Hauspie.

       The condensed consolidated financial statements of Dictaphone Corporation
   (the "Company") are unaudited, as of and for the three month periods ended
   March 31, 1999 and March 31, 2000, but in the opinion of management contain
   all adjustments which are of a normal and recurring nature necessary to
   present fairly the financial position and results of operations and cash
   flows for the periods presented.  These financial statements should be read
   in conjunction with the financial statements and notes thereto included in
   the Company's Annual Report on Form 10-K for the year ended December 31,
   1999.

       The preparation of financial statements in conformity with generally
   accepted accounting principles requires management to make estimates and
   assumptions that affect the reported amount of assets and liabilities and
   disclosure of contingent assets and liabilities at the date of the financial
   statements and reported amounts of revenues and expenses during the reporting
   period.  Actual results could differ from those estimates.

       Revenue.  Revenue is recognized when earned.  In accordance with American
   Institute of Certified Public Accountants Statements of Position 97-2
   "Software Revenue Recognition" and related amendments, for products with a
   significant software element (primarily voice processing and communication
   recording systems), the Company records revenue attributable to the hardware
   and software elements upon shipment and defers revenue attributable to
   undelivered elements (principally installation and training) to the periods
   in which the related obligations are performed. Vendor specific objective
   evidence exists for each of these elements, derived from the sale prices of
   each element of the sales arrangement when sold separately. Revenue for other
   products (primarily analog desktop and portable dictation products that do
   not have significant software content) is recognized upon shipment. Revenue
   from maintenance and support services is recognized ratably over the relevant
   contractual period. The Company may grant sales discounts to customers. Such
   sales discounts are reflected as a reduction in the associated revenue from
   product sales and rentals.

       Costs and expenses.  Operating expenses of field sales and service
   offices which represent the cost of support services revenue are included in
   cost of sales.

                                       5
<PAGE>

1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       Derivative Financial Instruments.  The Company has only limited
   involvement with derivative financial instruments and does not use them for
   trading purposes.  The Company enters into interest rate swap and cap
   agreements to reduce its exposure to interest rate fluctuations.  The net
   gain or loss from exchange of interest payments is included in interest
   expense in the condensed consolidated financial statements and interest paid
   in the condensed consolidated statements of cash flow.  The Company is
   required to implement the Statement of Financial Accounting Standards No. 133
   "Accounting for Derivative Financial Instruments and Hedging Activities" in
   the first quarter of 2001.  The Company believes the impact of the new
   pronouncement on the financial statements will be immaterial.

2. INVENTORIES
<TABLE>
<CAPTION>

       Inventories consist of the following:
                                            DECEMBER 31,   MARCH 31,
                                               1999         2000
                                            ------------  ----------
<S>                                         <C>           <C>
       Raw materials and work in process     $ 23,376      $ 24,094
       Supplies and service parts              11,083         3,979
       Finished products                       15,300        11,397
                                             --------      --------
       Total inventories                     $ 49,759       $39,470
                                             ========      ========
</TABLE>

       During the three months ended March 31, 2000, the Company recorded a non-
   cash charge of $9.2 million associated with the provision for excess field
   service parts and inventory primarily related to products recently replaced
   by newly introduced products. With the production of Freedom(TM) in the first
   quarter of 2000, the Company provided for excess inventory associated with
   those products that the Freedom(TM) product would replace, recording this
   charge as an inventory provision.

3. INTANGIBLES

       The following summarizes intangible assets, net of accumulated
   amortization and writedowns of $133,964 and $136,173 at December 31, 1999 and
   March 31, 2000, respectively. Amortization expense for the three months ended
   March 31, 1999 was $3,239 and $2,209, respectively.

<TABLE>
<CAPTION>
                                            DECEMBER 31,   MARCH 31,
                                               1999         2000
                                           ------------  ----------
<S>                                        <C>            <C>
       Goodwill                              $123,737      $122,700
       Tradenames                              69,318        68,831
       Non-compete agreement                    1,041           623
       Patents                                    769           335
                                             --------      --------
                                             $194,865      $192,489
                                             ========      ========
</TABLE>
4. INCOME TAXES

       The income tax expense for the three months ended March 31, 2000 is $5.
   The income tax expense relates to income attributable to the Company's Non-
   U.S. Operations.

                                       6
<PAGE>

4. INCOME TAXES (CONTINUED)

       The Company has recorded a gross deferred tax asset of $109.8 million
   reflecting the benefit of net operating loss carryforwards and various book
   tax temporary differences.  The net operating loss carryforward for federal
   income tax purposes as of March 31, 2000 is $154.0 million, of which $13.7
   million of the net operating loss carryforward will expire in the year 2010,
   $33.2 million will expire in the year 2011, $40.0 million will expire in the
   year 2012, $35.6 million will expire in the year 2018, $24.2 million will
   expire in the year 2019, and $7.3 million will expire in 2020.  In order to
   fully realize the deferred tax asset, the Company will need to generate
   future taxable income prior to expiration of the net operating loss
   carryforwards.  In  1997, the Company established a valuation allowance of
   $24.1 million against the deferred tax asset.  During 1998 and 1999, the
   Company increased its valuation allowance by $20.8 and $3.9 million,
   respectively.  During the first three months of 2000, the Company increased
   its valuation allowance by $5.1 million resulting in a deferred tax asset of
   $55.9 million.   Including a deferred tax liability of $15.7 million, the net
   deferred tax asset at March 31, 2000, totalled $40.2 million.  Management
   believes, based upon the Company's history of prior operating results, its
   current circumstances, and its expectations for the future, that taxable
   income of the Company will more likely than not be sufficient to fully
   utilize the deferred tax asset of $40.2 million recorded at March 31, 2000,
   prior to expiration.  The amount of the deferred tax asset considered
   realizable, however, could be reduced if estimates of future taxable income
   during the net operating loss carryforward period are reduced.

5. CONTINGENCIES AND CONCENTRATIONS OF RISK

   CONCENTRATIONS OF RISKS

       A substantial portion of the Company's revenues are derived from the sale
   of products manufactured at the Company's manufacturing facility which is
   located in Melbourne, Florida. This manufacturing facility is subject to the
   normal hazards of any such facility that could result in damage to the
   facility. Any such damage to this facility or prolonged delay in the
   operations of this facility for repairs or other reason would have a
   materially adverse effect on the Company's financial position and results of
   operations.

   CONTINGENCIES

       On February 14, 1995, Pitney Bowes, Inc. ("Pitney Bowes") filed a
   complaint against Sudbury Systems, Inc. ("Sudbury") in the United States
   District court for the District of Connecticut alleging intentional and
   wrongful interference with Pitney Bowes's plans to sell the Company.  The
   complaint seeks damages and a declaratory judgment relating to the validity
   of a patent owned by Sudbury entitled "Rapid Simultaneous Multiple Access
   Information Storage and Retrieval System" and the alleged infringement
   thereof by the Company.  Sudbury responded by answering the complaint and
   filing a third-party complaint against the Company alleging patent
   infringement and seeking preliminary and permanent injunctive relief and
   treble damages.  Sudbury's patent expired in April 1998.  As a result,
   injunctive relief is no longer available to Sudbury.  Pretrial proceedings,
   including claim construction and dispositive motions are continuing.  A trial
   date in 2000 is likely.

       Management believes the Company has meritorious defenses to the claims
   against it.  Consequently, the Company has not provided for any loss exposure
   in connection with this complaint.  Additionally, regardless of the outcome
   of this litigation, Pitney Bowes has agreed to defend this action and to
   indemnify the Company for any liabilities arising from such litigation.

                                       7
<PAGE>

5. CONTINGENCIES AND CONCENTRATIONS OF RISK

   CONTINGENCIES (CONT.)

       The Company is subject to federal, state and local laws and regulations
   concerning the environment and is currently participating in administrative
   proceedings as a participant in a group of potentially responsible parties in
   connection with two third party disposal sites.  These proceedings are in the
   preliminary stage, and it is currently impossible to reasonably estimate the
   potential costs of remediation, the timing and extent of remedial actions
   which may be required by governmental authorities, and the amount of the
   liability, if any, of the Company alone or in relation to that of any other
   responsible parties.  When it is possible to make a reasonable estimate of
   the Company's liability with respect to such a matter, a provision will be
   made as appropriate.  Additionally, the Company has settled and paid its
   liability at three other third party disposal sites.  At a fourth site, the
   Company has paid approximately $11 thousand for its share of the costs of the
   first phase of the clean up of the site and management believes that it has
   no continuing material liability for any later phases of the cleanup.
   Consequently, management believes that its future liability, if any, for
   these four sites is not material.  In addition, regardless of the outcome of
   such matters, Pitney Bowes has agreed to indemnify the Company in connection
   with retained environmental liabilities and for breaches of the environmental
   representations and warranties in the Stock and Asset Purchase Agreement,
   originally executed on April 25, 1995 and amended August 11, 1995 between
   Dictaphone Acquisition Corporation and Pitney Bowes subject to certain
   limitations.

       The Company is a defendant in a number of additional lawsuits and
   administrative proceedings, none of which will, in the opinion of management,
   have a material adverse effect on the Company's consolidated financial
   position or results of operations.

       The Company does not believe that the ultimate resolution of the
   litigation, administrative proceedings and environmental matters described
   above in the aggregate will have a material adverse effect on the Company's
   consolidated financial position or results of operations.

6. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT
   INFORMATION

       The following consolidated financial statements include the Company and
   all majority-owned subsidiaries as follows: Dictaphone Canada Ltd/Ltee,
   Dictaphone Company Ltd., Dictaphone Deutschland GmbH and Dictaphone
   International A.G. (together "Dictaphone Non-U.S.").

       Dictaphone Corporation (U.S.), the Company's wholly owned U.S.
   subsidiary, has fully and unconditionally guaranteed the repayment of $200.0
   million of 11-3/4% Senior Subordinated Notes Due 2005 (the "Notes") issued to
   finance the acquisition of the Company from Pitney Bowes.  The Notes are
   subordinate to financing of the Credit Agreement, dated August 7, 1995, as
   amended by five amendments to the Credit Agreement, dated June 28, 1996, June
   27, 1997, July 21, 1997,  November 14, 1997 and December 31, 1998
   (collectively, the "Credit Agreement"), and other senior indebtedness as
   defined in the indenture pursuant to which the Notes were issued (the "Note
   Indenture").  As of March 31, 2000 the Credit Agreement consisted of a $75.0
   million Tranche B Term Loan due June 30, 2002 (the "Tranche B Loan"), a
   $62.75 million Tranche C Term Loan due June 30, 2002 (the "Tranche C Loan"
   and together with the Tranche B Loan, the "Term Loans") and a six-year
   revolving credit facility of up to $40.0 million (the "Revolving Credit
   Facility").  The Company repaid the Term Loans

                                       8
<PAGE>

6. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT
   INFORMATION (Continued)

   and the Revolving Credit Facility with an advance from Lernout & Hauspie
   immediately following the acquisition of the Company by Lernout & Hauspie on
   May 5, 2000.  Dictaphone Non-U.S. is not a guarantor of the Notes.  In
   January 1998, Dictaphone Corporation was merged into Dictaphone Corporation
   (U.S.), whereupon the surviving corporation changed its name to "Dictaphone
   Corporation".

       The following are the supplemental consolidating statements of operations
   for the three month periods ended March 31, 1999 and 2000, the supplemental
   consolidating balance sheet information as of December 31, 1999 and March 31,
   2000, and cash flow information for the three month periods ended March 31,
   1999 and 2000.


                            DICTAPHONE CORPORATION
   SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION
                       THREE MONTHS ENDED MARCH 31, 1999
<TABLE>
<CAPTION>
                                                  DICTAPHONE   DICTAPHONE  CONSOLIDATING
                                                 CORPORATION    NON-U.S.    ADJUSTMENTS    CONSOLIDATED
                                                 ------------  ----------  --------------  -------------
<S>                                              <C>           <C>         <C>             <C>
   Revenue from:
    Product sales and rentals                       $ 44,776      $ 5,722       $ (2,270)      $ 48,228
    Contract manufacturing sales                      10,348          ---            ---         10,348
    Support services                                  21,931        2,104            ---         24,035
                                                    --------      -------       --------       --------
       Total revenues                                 77,055        7,826         (2,270)        82,611
                                                    --------      -------       --------       --------
   Costs and expenses:
    Cost of:
      Product sales and rentals                       20,394        3,217         (2,288)        21,323
      Contract manufacturing sales                     8,718          ---            ---          8,718
      Support services                                12,200        1,209            ---         13,409
                                                    --------      -------       --------       --------
       Total cost                                     41,312        4,426         (2,288)        43,450
                                                    --------      -------       --------       --------
    Selling and administrative                        27,956        2,238            ---         30,194
    Research and development                           2,438          ---            ---          2,438
    Interest expense - net and other                   9,486          984            ---         10,470
                                                    --------      -------       --------       --------
       Total costs and expenses                       81,192        7,648         (2,288)        86,552
                                                    --------      -------       --------       --------
   Equity earnings (loss)                                605          ---           (605)           ---
                                                    --------      -------       --------       --------
   (Loss) income before income taxes                  (3,532)         178           (587)        (3,941)

   Income tax expense                                    (22)        (196)            (7)          (225)
                                                    --------      -------       --------       --------
   Net loss                                         $ (3,554)     $   (18)      $   (594)      $ (4,166)
                                                    ========      =======       ========       ========
</TABLE>

                                       9
<PAGE>

6. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT
   INFORMATION (Continued)


                             DICTAPHONE CORPORATION
    SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS INFORMATION
                       THREE MONTHS ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
                                                  DICTAPHONE   DICTAPHONE  CONSOLIDATING
                                                 CORPORATION    NON-U.S.    ADJUSTMENTS    CONSOLIDATED
                                                 ------------  ----------  --------------  -------------
<S>                                              <C>           <C>         <C>             <C>
   Revenue from:
    Product sales and rentals                       $ 42,051      $ 6,138       $ (3,944)      $ 44,245
    Contract manufacturing sales                       9,154          ---            ---          9,154
    Support services                                  25,891        1,968            ---         27,859
                                                    --------      -------       --------       --------
       Total revenues                                 77,096        8,106         (3,944)        81,258
                                                    --------      -------       --------       --------
   Costs and expenses:
    Cost of:
      Product sales and rentals                       30,225        4,571         (3,782)        31,014
      Contract manufacturing sales                     7,979          ---            ---          7,979
      Support services                                13,685        1,512            ---         15,197
                                                    --------      -------       --------       --------
       Total cost                                     51,889        6,083         (3,782)        54,190
                                                    --------      -------       --------       --------
    Selling and administrative                        26,487        1,870            ---         28,357
    Research and development                           1,777          ---            ---          1,777
    Interest expense - net and other                   9,945          339            ---         10,284
                                                    --------      -------       --------       --------
       Total costs and expenses                       90,098        8,292         (3,782)        94,608
                                                    --------      -------       --------       --------

   Equity earnings (loss)                                404          ---           (404)           ---
                                                    --------      -------       --------       --------

   (Loss) income before income taxes                 (12,598)        (186)          (566)       (13,350)

   Income tax expense (benefit)                           21           50            (66)             5
                                                    --------      -------       --------       --------
   Net loss                                         $(12,619)     $  (236)      $   (500)      $(13,355)
                                                    ========      =======       ========       ========

</TABLE>

                                       10
<PAGE>

6. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT
   INFORMATION  (Continued)


                             DICTAPHONE CORPORATION
         SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION
                               DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                  DICTAPHONE   DICTAPHONE  CONSOLIDATING
                                                 CORPORATION    NON-U.S.    ADJUSTMENTS    CONSOLIDATED
                                                 ------------  ----------  --------------  -------------
<S>                                              <C>           <C>         <C>             <C>
   ASSETS
   Current assets:
    Cash and cash equivalents                       $  4,595      $ 1,595       $    ---       $  6,190
    Accounts receivable, less allowances              92,608       10,822         (2,596)       100,834
    Inventories                                       47,765        2,199           (205)        49,759
    Other current assets                               3,351        2,718             83          6,152
                                                    --------      -------       --------       --------
      Total current assets                           148,319       17,334         (2,718)       162,935

   Investments in subsidiaries                        30,883          ---        (30,883)           ---
   Property, plant and equipment, net                 34,444        3,045            ---         37,489
   Deferred financing costs, net                       8,141          ---            ---          8,141
   Intangibles, net                                  182,241       12,624            ---        194,865
   Other assets                                       53,333        4,375            ---         57,708
                                                    --------      -------       --------       --------
   Total assets                                     $457,361      $37,378       $(33,601)      $461,138
                                                    ========      =======       ========       ========

   LIABILITIES AND STOCKHOLDERS'
   EQUITY
   Current liabilities:
    Accounts payable, interest payable
     and accrued liabilities                        $ 43,915      $11,329       $ (2,596)      $ 52,648
    Advance billings                                  46,571        2,529            ---         49,100
    Current portion of long-term debt                    628          162            ---            790
                                                    --------      -------       --------       --------
      Total current liabilities                       91,114       14,020         (2,596)       102,538
   Long-term debt                                    353,317       17,117        (16,991)       353,443
   Accrued pension liability                           9,953          ---            ---          9,953
   Other liabilities                                  12,270          536            ---         12,806
   Stockholders' equity (deficit)                     (9,293)       5,705        (14,014)       (17,602)
                                                    --------      -------       --------       --------
   Total liabilities and stockholders' equity       $457,361      $37,378       $(33,601)      $461,138
                                                    ========      =======       ========       ========

</TABLE>

                                       11
<PAGE>

6. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT
   INFORMATION  (Continued)


                             DICTAPHONE CORPORATION
         SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION
                                 MARCH 31, 2000
<TABLE>
<CAPTION>
                                                  DICTAPHONE   DICTAPHONE  CONSOLIDATING
                                                 CORPORATION    NON-U.S.    ADJUSTMENTS    CONSOLIDATED
                                                 ------------  ----------  --------------  -------------
<S>                                              <C>           <C>         <C>             <C>
   ASSETS
   Current assets:
    Cash and cash equivalents                       $  2,752      $ 2,250       $    ---       $  5,002
    Accounts receivable, less allowances              94,404       10,839         (5,001)       100,242
    Inventories                                       38,074        1,763           (367)        39,470
    Other current assets                               3,479        2,693            149          6,321
                                                    --------      -------       --------       --------
      Total current assets                           138,709       17,545         (5,219)       151,035

   Investments in subsidiaries                        30,863          ---        (30,863)           ---
   Property, plant and equipment, net                 36,205        2,683            ---         38,888
   Deferred financing costs, net                       7,538          ---            ---          7,538
   Intangibles, net                                  180,117       12,372            ---        192,489
   Other assets                                       53,872        4,707            ---         58,579
                                                    --------      -------       --------       --------
   Total assets                                     $447,304      $37,307       $(36,082)      $448,529
                                                    ========      =======       ========       ========

   LIABILITIES AND STOCKHOLDERS'
   EQUITY
   Current liabilities:
    Accounts payable, interest payable
     and accrued liabilities                        $ 28,938      $11,974       $ (5,077)      $ 35,835
    Advance billings                                  53,889        2,736            ---         56,625
    Current portion of long-term debt                    628          160            ---            788
                                                    --------      -------       --------       --------
      Total current liabilities                       83,455       14,870         (5,077)        93,248
   Long-term debt                                    363,878       16,578        (16,491)       363,965
   Accrued pension liability                           9,914          ---            ---          9,914
   Other liabilities                                  11,969          493            ---         12,462
   Stockholders' equity (deficit)                    (21,912)       5,366        (14,514)       (31,060)
                                                    --------      -------       --------       --------
   Total liabilities and stockholders' equity       $447,304      $37,307       $(36,082)      $448,529
                                                    ========      =======       ========       ========

</TABLE>

                                       12
<PAGE>

6. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT
   INFORMATION  (Continued)


                            DICTAPHONE CORPORATION
   SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION
                       THREE MONTHS ENDED MARCH 31, 1999
<TABLE>
<CAPTION>
                                                  DICTAPHONE   DICTAPHONE  CONSOLIDATING
                                                 CORPORATION    NON-U.S.    ADJUSTMENTS    CONSOLIDATED
                                                 ------------  ----------  --------------  -------------
<S>                                              <C>           <C>         <C>             <C>
   Operating activities:
    Net loss                                        $ (3,554)     $   (18)       $  (594)      $ (4,166)
    Adjustments to reconcile net loss
     to net cash (used in) provided by
     operating activities:
      Depreciation and amortization                    5,693          447            ---          6,140
      Provision for deferred income taxes                ---           25            ---             25
      Change in assets and liabilities:
       Accounts receivable                            (9,125)      (1,731)        (1,167)       (12,023)
       Inventories                                     3,816          645            (18)         4,443
       Other current assets                            1,755           41              7          1,803
       Accounts payable and accrued
       liabilities                                   (14,942)          28          1,027        (13,887)
       Advance billings                                4,108          717            ---          4,825
       Other assets and other                         (3,878)          97            745         (3,036)
                                                    --------      -------       --------       --------
   Net cash (used in) provided by operating
    activities                                       (16,127)         251            ---        (15,876)
                                                    --------      -------       --------       --------

   Investing activities:
    Net investment in fixed assets                    (3,467)        (266)           ---         (3,733)
                                                    --------      -------       --------       --------
   Net cash used in investing activities              (3,467)        (266)           ---         (3,733)
                                                    --------      -------       --------       --------

   Financing activities:
    Sale of preferred stock                           20,000          ---            ---         20,000
    Borrowings from revolving credit facility         12,500          ---            ---         12,500
    Repayments under revolving credit facility       (19,500)         ---            ---        (19,500)
    Other                                               (347)          31            ---           (316)
                                                    --------      -------       --------       --------
   Net cash provided by financing activities          12,653           31            ---         12,684
                                                    --------      -------       --------       --------

   Effect of exchange rate changes on cash               ---          (42)           ---            (42)
                                                    --------      -------   ------------       --------

   Decrease in cash                                   (6,941)         (26)           ---         (6,967)

   Cash and cash equivalents,
    beginning of period                               10,114        1,613            ---         11,727
                                                    --------      -------       --------       --------

   Cash and cash equivalents,
    end of period                                   $  3,173      $ 1,587        $   ---       $  4,760
                                                    ========      =======       ========       ========

</TABLE>

                                       13
<PAGE>

6. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT
   INFORMATION  (Continued)


                            DICTAPHONE CORPORATION
   SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION
                       THREE MONTHS ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
                                                  DICTAPHONE   DICTAPHONE  CONSOLIDATING
                                                 CORPORATION    NON-U.S.    ADJUSTMENTS    CONSOLIDATED
                                                 ------------  ----------  --------------  -------------
<S>                                              <C>           <C>         <C>             <C>
   Operating activities:
     Net loss                                       $(12,619)     $  (236)       $  (500)      $(13,355)
     Adjustments to reconcile net loss
     to net cash provided by (used in)
     operating activities:
      Depreciation and amortization                    6,829          386            ---          7,215
      Provision for deferred income taxes                ---         (314)           ---           (314)
      Non-cash provision for inventory
      obsolescence (Note 2)                            7,919        1,287            ---          9,206
      Change in assets and liabilities:
       Accounts receivable                            (1,796)         (34)         2,405            575
       Inventories                                     1,772         (864)           162          1,070
       Other current assets                             (128)         (12)           (66)          (206)
       Accounts payable and accrued
        liabilities                                  (14,977)         750         (2,481)       (16,708)
       Advance billings                                7,318          206            ---          7,524
       Other assets and other                         (3,115)        (484)           480         (3,119)
                                                    --------      -------        -------       --------
   Net cash (used in) provided by operating
    activities                                        (8,797)         685            ---         (8,112)
                                                    --------      -------        -------       --------
   Investing activities:
     Net investment in fixed assets                   (3,359)          (1)           ---         (3,360)
                                                    --------      -------        -------       --------

   Net cash used in investing activities              (3,359)          (1)           ---         (3,360)
                                                    --------      -------        -------       --------
   Financing activities:
     Sale of Preferred Stock                             ---          ---            ---            ---
     Borrowing from revolving credit facility         13,000          ---            ---         13,000
     Repayment under revolving credit facility        (2,000)         ---            ---         (2,000)
     Repayment under term loan                          (439)         ---            ---           (439)
     Other                                              (248)         (30)           ---           (278)
                                                    --------      -------        -------       --------
   Net cash provided by (used in) financing
    activities                                        10,313          (30)           ---         10,283
                                                    --------      -------        -------       --------

   Effect of exchange rate changes on cash               ---            1            ---              1
                                                    --------      -------        -------       --------

   (Decrease) increase in cash                        (1,843)         655            ---         (1,188)

   Cash and cash equivalents,
    beginning of period                                4,595        1,595            ---          6,190
                                                    --------      -------        -------       --------

   Cash and cash equivalents,
    end of period                                   $  2,752      $ 2,250        $   ---       $  5,002
                                                    ========      =======        =======       ========
</TABLE>

                                       14
<PAGE>

7.   COMPREHENSIVE LOSS

       The Company adopted Statement of Financial Accounting Standards No.
     130, "Reporting Comprehensive Income" ("SFAS 130") as of January 1, 1998.
     SFAS 130 establishes standards for reporting and display of comprehensive
     income and its components.

       Total comprehensive loss for the three months ending March 31, 1999 and
   2000 consists of the following:
<TABLE>
<CAPTION>
                                   THREE MONTHS ENDED
                                         MARCH 31,
                                   -------------------
<S>                                <C>       <C>
                                      1999        2000
                                   -------    --------
   Net loss                        $(4,166)   $(13,355)
   Foreign currency translation
    adjustments                       (114)       (103)
                                   -------    --------
   Total comprehensive loss        $(4,280)   $(13,458)
                                   =======    ========
</TABLE>
8.   DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED
     INFORMATION

       Dictaphone has two reportable segments: System Products and Services,
     and Contract Manufacturing.  The System Products and Services segment
     consists of  the sale and service of system-related products to dictation
     and voice management and communications recording system customers in
     selected vertical markets.  The Contract Manufacturing segment consists of
     the Manufacturing Operations of Dictaphone which provides outside
     electronics manufacturing services to original equipment manufacturers in
     the telecommunications, data management, computer and electronics
     industries.

       The accounting policies of the segments are the same as those
     described in the summary of significant accounting policies.  Dictaphone
     evaluates performance based on profit or loss from operations before income
     taxes, including nonrecurring gains and losses and foreign exchange gains
     and losses.

                             DICTAPHONE CORPORATION
                            SEGMENT PROFIT AND LOSS
<TABLE>
<CAPTION>

                                                System
                                              Products &     Contract
                                               Services    Manufacturing    Total
                                              ----------   -------------  --------
<S>                                     <C>   <C>          <C>            <C>
     Revenue from external customers
      Three months ended March 31,      2000    $ 72,104         $ 9,154  $ 81,258
      Three months ended March 31,      1999      72,263          10,348    82,611
     Intersegment revenues
      Three months ended March 31,      2000         ---           7,678     7,678
      Three months ended March 31,      1999         ---          10,527    10,527
     Segment profit (loss)
      Three months ended March 31,      2000     (13,481)            126   (13,355)
       Three months ended March 31,     1999      (5,095)          1,154    (3,941)
     Segment assets
      As of March 31,                   2000     400,646          47,883   448,529
      As of December 31,                1999    $416,523         $44,615  $461,138

</TABLE>

                                       15
<PAGE>


                                   SIGNATURES


   Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Dated:  Nov. 20, 2000                    Dictaphone Corporation
                                 -----------------------------------------------
                                             (Registrant)


                          By:                /s/ John H. Duerden
                                 -----------------------------------------------
                          Name:                John H. Duerden
                          Title: Chairman, Chief Executive Officer and President
                                        (Principal Executive Officer)


                          By:            /s/  Joseph D. Skrzypczak
                                 -----------------------------------------------
                          Name:             Joseph D. Skrzypczak
                          Title:  Chief Operating Officer and Chief Financial
                                      Officer (Principal Financial and
                                             Accounting Officer)

                                      16