<PAGE>   1


                                    FORM 10-Q

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549

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

                   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: 01-10920
                                                --------


                      FISHER SCIENTIFIC INTERNATIONAL INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter.)

                 DELAWARE                                  02-0451017
 ----------------------------------------       -------------------------------
     (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                   Identification No.)

                Liberty Lane
           Hampton, New Hampshire                            03842
 ----------------------------------------       -------------------------------
 (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code: (603) 926-5911
                                                    --------------

     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 [ ].

The number of shares of Common Stock outstanding at May 10, 1999 was 40,048,514.


<PAGE>   2

                      FISHER SCIENTIFIC INTERNATIONAL INC.

                                    FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 1999

                                      INDEX

                                                                        PAGE NO.
                                                                        --------
Part I - Financial Information:

     Item 1 - Financial Statements:

          Introduction to the Financial Statements..................       3

          Statements of Operations -
          Three Months Ended March 31, 1999 and 1998................       4

          Balance Sheets -
          March 31, 1999 and December 31, 1998......................       5

          Statements of Cash Flows -
          Three Months Ended March 31, 1999 and 1998................       6

          Notes to Financial Statements.............................       7

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

     Item 3 - Quantitative and Qualtitative Disclosures about
                   Market Risk......................................       17

Part II - Other Information:

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

SIGNATURE...........................................................       19

EXHIBIT INDEX.......................................................       20








                                       2


<PAGE>   3


                      FISHER SCIENTIFIC INTERNATIONAL INC.

                         PART 1 - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                    INTRODUCTION TO THE FINANCIAL STATEMENTS

     The condensed financial statements included herein have been prepared by
Fisher Scientific International Inc. ("Fisher" or the "Company"), without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote 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. The
December 31, 1998 balance sheet is the balance sheet included in the audited
financial statements as shown in the Company's 1998 Annual Report on Form 10-K.
The Company believes that the disclosures are adequate to make the information
presented not misleading when read in conjunction with the financial statements
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1998.

     The financial information presented herein reflects all adjustments
(consisting only of normal-recurring adjustments) that are, in the opinion of
management, necessary for a fair presentation of the results for the interim
periods presented. The results for interim periods are not necessarily
indicative of the results to be expected for the full year.














                                       3






<PAGE>   4


                      FISHER SCIENTIFIC INTERNATIONAL INC.
                            STATEMENTS OF OPERATIONS
                     (in millions, except per share amounts)
                                   (unaudited)


<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                               March 31,
                                                          -------------------
                                                            1999      1998
                                                           ------    ------
<S>                                                        <C>       <C>   
Sales                                                      $600.9    $549.1

Cost of sales                                               427.4     398.0
Selling, general and administrative expense                 133.2     123.2
Transaction-related costs                                      --      71.0
Loss from operations to be disposed of                        8.7       2.5
                                                           ------    ------

Income (loss) from operations                                31.6     (45.6)

Interest expense                                             26.8      24.9
Other income                                                 (2.6)     (2.4)
                                                           ------    ------
Income (loss) before income taxes                             7.4     (68.1)
Income tax provision (benefit)                                3.9     (26.2)
                                                           ------    ------
Net income (loss)                                          $  3.5    $(41.9)
                                                           ======    ======
Earnings (loss) per common share:

Basic                                                      $ 0.09    $(1.05)
                                                           ======    ======
Diluted                                                    $ 0.08    $(1.05)
                                                           ======    ======
</TABLE>


                    
               See the accompanying notes to financial statements.

                                       4

<PAGE>   5

                      FISHER SCIENTIFIC INTERNATIONAL INC.
                                 BALANCE SHEETS
                                  (in millions)

<TABLE>
<CAPTION>

                                             March 31,           December 31,
                                               1999                 1998
                                            -----------          ------------
                                            (unaudited)
<S>                                         <C>                 <C>
ASSETS
Current assets:
     Cash and cash equivalents               $   32.4            $   65.6
     Receivables, net                           173.5               205.6
     Inventories                                231.1               220.9
     Other current assets                        70.3                69.0
                                             --------            --------
          Total current assets                  507.3               561.1

Property, plant and equipment, net              242.8               246.0
Goodwill                                        409.4               385.9
Other assets                                    144.1               149.9
Net assets from operations to be
 disposed of                                     20.7                14.7
                                             --------            --------
                                             $1,324.3            $1,357.6
                                             ========            ========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
     Short-term debt                         $   23.5            $   19.7
     Accounts payable                           243.9               246.3
     Accrued and other current liabilities      166.8               187.2
                                             --------            --------
          Total current liabilities             434.2               453.2

Long-term debt                                1,023.9             1,022.0
Other liabilities                               193.7               207.1
                                             --------            --------
          Total liabilities                   1,651.8             1,682.3

Commitments and Contingencies

Stockholders' deficit:
     Preferred stock                               --                  --
     Common Stock                                 0.4                 0.4
     Capital in excess of par value             313.3               313.3
     Retained deficit                          (614.7)             (618.2)
     Accumulated other comprehensive loss       (26.0)              (19.7)
     Treasury stock                              (0.5)               (0.5)
                                             --------            --------
          Total stockholders' deficit          (327.5)             (324.7)
                                             ========            ========
                                             $1,324.3            $1,357.6
                                             ========            ========
</TABLE>





               See the accompanying notes to financial statements.

                                       5

<PAGE>   6

                      FISHER SCIENTIFIC INTERNATIONAL INC.
                            STATEMENTS OF CASH FLOWS
                                  (in millions)
                                   (unaudited)




<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                            March 31,
                                                       -------------------
                                                         1999        1998
                                                       --------    -------
<S>                                                    <C>        <C>
Cash flows from operating activities:
     Net income (loss)                                 $   3.5     $  (41.9)
     Adjustments to reconcile net income (loss)
      to cash provided (used) by operating 
      activities:
          Transaction-related costs, net of
            cash expended                                   --         70.5
          Depreciation and amortization                   15.3         13.3
          (Gain) loss on sale of property, plant
            and equipment and write-off of assets          3.2           --
          Deferred income taxes                           (0.8)       (15.3)
          Changes in working capital:
               Receivables, net                          (11.8)       (15.4)
               Inventories                                (7.3)         5.4
               Payables, accrued and other
                current liabilities                      (30.7)        37.1
               Other working capital changes              (1.4)       (12.3)
          Net cash flow from operations to be
           disposed of                                    (2.4)         0.5
          Other assets and liabilities                   (10.3)        (2.0)
                                                      --------     --------
               Cash (used in) provided by operating
                activities                               (42.7)        39.9
                                                      --------     --------

Cash flows from investing activities:
     Acquisitions, net of cash acquired                  (41.9)        (0.8)
     Capital expenditures                                 (9.0)       (12.0)
     Proceeds from sale of property, plant
      and equipment                                        3.7           --
                                                      --------     --------
               Cash used in investing activities         (47.2)       (12.8)

Cash flows from financing activities:
     Common stock repurchased and conversion of
      stock to cash                                         --       (955.1)               
     Proceeds from common stock sold to FSI                 --        303.0
     Transaction-related fees and expenses                  --        (67.5)
     Proceeds from accounts receivable
      securitization, net                                 49.5        170.0
     Proceeds from long-term debt                          9.4        694.5
     Payments of long-term debt                           (2.2)      (154.3)
                                                      --------     --------
               Cash provided by (used in)
                 financing activities                     56.7         (9.4)
                                                      --------     --------
Net change in cash and cash equivalents                  (33.2)        17.7
Cash and cash equivalents - beginning of period           65.6         18.2
                                                      --------     --------
Cash and cash equivalents - end of period             $   32.4     $   35.9
                                                      ========     ========
</TABLE>



               See the accompanying notes to financial statements.

                                       6

<PAGE>   7
                      FISHER SCIENTIFIC INTERNATIONAL INC.

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION AND RESULTS OF OPERATIONS

     Fisher Scientific International Inc. ("Fisher" or the "Company") was formed
in September 1991. The Company's operations are conducted by wholly owned and
majority-owned subsidiaries, joint ventures, equity interests and agents,
located in North and South America, Europe, the Far East, the Middle East and
Africa. The Company is managed in four business segments: domestic distribution,
international distribution, laboratory workstations and technology. The domestic
and international distribution segments engage in the supply, marketing, service
and manufacture of scientific, clinical, educational, occupational health and
safety products. The laboratory workstations segment manufactures and sells
laboratory workstations and computer (LAN) furniture. Fisher's technology
segment includes the procurement outsourcing services and supply chain
management technology and the Unikix Technology software business.

     Certain prior year amounts have been reclassified to conform to their
current presentation.

RESTRUCTURING CHARGES

     In the fourth quarter of 1998, the Company recorded $26.5 million of
restructuring and other charges related to the 1998 Restructuring Plan. The 1998
Restructuring was adopted in December 1998 and affects the Company's domestic
and international distribution segments. The charges included asset impairment
charges internationally attributable to the economic slowdown in the Far East
and write-offs of information systems due to a change in management's global
information system strategy. The charges also included employee separation and
other exit costs due to a restructuring in Europe and a restructuring
domestically of the Company's management team and selected components of its
sales force. The  1998 charges consisted of $13.6 million related to noncash
asset impairments, $12.0 million of accruals for employee separation
arrangements and $0.9 million of exit costs. The 1998 Restructuring Plan
continues to proceed as planned and is expected to be completed and the related
accruals substantially expended by the end of 1999.

     Following the consummation of the Transaction (defined below), during the
fourth quarter of 1997 in conjunction with the annual business planning process,
the Company evaluated its business strategy for both its domestic and
international operations, and, as a result, adopted the 1997 Restructuring Plan
and recorded restructuring and other charges of $51.8 million. The charges
included costs associated with the closure of additional logistics and
customer-service centers and related asset write-offs in the United States and
internationally and the impairment of goodwill and property, plant and equipment
related to certain international operations and the impairment of
systems-related assets. The restructuring and other charges consisted of $38.3
million related to noncash asset impairments, $9.1 million of accruals for
employee separation arrangements and $4.4 million of exit costs. The 1997
Restructuring Plan continues to proceed as planned and is expected to be
substantially completed and the related accruals expended by the end of 2000.   

NOTE 2 - RECAPITALIZATION AND MERGER

     Pursuant to the Second Amended and Restated Agreement and Plan of Merger
dated as of November 14, 1997, amending an Agreement and Plan of Merger dated
August 7, 1997 (as amended, the "Merger Agreement") between the Company and FSI
Merger Corp. ("FSI"), a Delaware corporation formed by Thomas H. Lee Company
("THL"), providing for the merger of FSI with and into Fisher and the
recapitalization of Fisher (collectively, "the Transaction"), which Transaction
was consummated on January 21, 1998, approximately 87% of the fully diluted
shares of common stock of Fisher were converted into the right to receive $9.65
per share in cash (approximately $955 million in the aggregate) pursuant to an
election process that provided stockholders the right to elect, subject to
proration, for each share of Fisher common stock held, either $9.65 in cash or
to retain one share of common stock, $.01 par value ("Common Stock"), in the
recapitalized company. Pursuant to the Merger Agreement, vesting of all
outstanding options accelerated.

     In connection with the Transaction in the first quarter of 1998, the
Company recorded $71.0 million of expenses consisting primarily of non-cash
compensation expense relating to the conversion of employee stock options, the
implementation of certain executive employment agreements and the grant of
options to certain executives in accordance with the terms of the Transaction.

     On March 9, 1998, Fisher's Board of Directors declared a five-for-one stock
split on the Company's Common Stock. As a result of the stock split, four
additional shares of Common Stock were issued for each share of Common Stock
held by the shareholders of record as of the close of business on March 19,
1998. All references in this report to the number of shares and per-share
amounts have been restated as appropriate to give effect to the stock split.

NOTE 3 - ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activity," which is expected to be effective for the fiscal years
beginning January 1, 2000. Management does not anticipate that the adoption of
this statement will have a material effect on the Company's financial
statements.

     During 1998, the Accounting Standards Executive Committee of the AICPA
(AcSEC) released Statement of Position 98-1 (SOP 98-1), "Accounting for the Cost
of Computer Software Developed or Obtained for Internal Use," and Statement of
Position 98-5 (SOP 98-5), "Reporting on the Cost of Start-Up Activities." SOP
98-1 requires the capitalization of certain costs related to the development of
software for internal use, and SOP 98-5 requires entities to expense, as
incurred, costs associated with start-up activities. As the Company's prior
practice was generally consistent with these new standards, their adoption
during the first quarter of 1999 did not have a material effect on the Company's
financial statements.

                                       7

<PAGE>   8

NOTE 4 - ACQUISITIONS

     In December 1998, Fisher purchased for approximately $138 million in cash
approximately 90% of Bioblock Scientific S.A. ("Bioblock"), a leading
distributor of scientific and laboratory instrumentation in France. In January
1999, the Company acquired the remaining Bioblock shares for an additional $14
million, bringing Fisher's total ownership position to 100%.

     In January 1999, the Company acquired Columbia Diagnostics Inc., a
Virginia-based provider of laboratory products and supplies to the healthcare
industry, which is included in the domestic distribution segment, and Structured
Computer Systems ("SCS"), a Connecticut-based provider of procurement and
materials management solutions to businesses acquired by Fisher's ProcureNet
Business (defined below), which is included in the technology segment. Fisher
recorded a $5.2 million write-off for in-process research and development costs
related to the acquisition of SCS. Total cash consideration paid for
acquisitions in the first quarter was approximately $42 million.

     The Company's March 31, 1999 balance sheet includes estimates of fair
market value of assets and liabilities acquired in connection with these
acquisitions. The excess of the purchase price over the fair value of net assets
acquired reflects certain estimates based upon preliminary studies; final
allocation of the purchase price will be made after appraisals, valuations and
other studies relating to the acquired assets and liabilities are completed. The
excess of the purchase price over the estimated fair value of all net assets
acquired in these first quarter transactions was approximately $27.9 million.
The 1999 acquisitions are not material to the Company's financial position or
results of operations.

NOTE 5 - OPERATIONS TO BE DISPOSED OF

     During the fourth quarter of 1998, management decided to dispose of its
technology segment, which consists of its procurement outsourcing services and
supply chain management technology business (the "ProcureNet Business") and its
UniKix Technology software business. In December 1998, the Company's Board of
Directors approved a plan to (i) spin off the ProcureNet Business to Fisher
stockholders (the "Spinoff") and (ii) sell the UniKix Technology software
business (the "UniKix Sale"). Following the Spinoff, which was consummated on
April 15, 1999, the Company and ProcureNet began to operate as separate,
stand-alone companies. As part of the Spinoff, the Company and ProcureNet
entered into a transitional services agreement pursuant to which Fisher
provides ProcureNet with certain management and other administrative services
and ProcureNet continued to provide Fisher and its customers third party
procurement and electronic commerce support and services. As of March 31, 1999,
ProcureNet has entered into debt obligations to Fisher totaling $19 million.
These obligations are not reflected in the Balance Sheet as all intercompany
activity is eliminated in the Financial Statements. Subsequent to the Spinoff,
these amounts will be reflected as notes receivable on Fisher's Balance Sheet.
These notes bear interest at an annual rate of 9% and are due and payable on
December 31, 2007. It is not expected that the Spinoff will have a material
effect on Fisher's business or operations.

     Revenues, costs and expenses, assets and liabilities, and cash flows of the
new company have been excluded from their respective captions in the Statements
of Operations, Balance Sheet, and Statements of Cash Flows. These items have
been reported as "loss from operations to be disposed of," "net assets from
operations to be disposed of" and "net cash flows from operations to be disposed
of."



                                       8

<PAGE>   9


     Summarized financial information for the technology segment is set forth
below (in millions, except per share amounts):

<TABLE>
<CAPTION>
                                March 31,     March 31,
                                 1999           1998
                               ---------     ---------
<S>                             <C>            <C>  
     Net sales                  $16.5          $12.4
     Operating loss              (8.7)          (2.5)
     Net loss                    (5.2)          (1.5)
     Diluted loss per share      (0.12)         (0.04)
</TABLE>


<TABLE>
<CAPTION>
                                March 31,   December 31,
                                 1999          1998
                               ---------    ------------
<S>                             <C>            <C>  
     Current Assets             $19.6          $12.2
     Current Liabilities         15.4           10.1
     Total Assets                36.4           24.6
     Total Liabilities           15.7            9.9
                                -----          -----
        Net assets from
          operations to be
          disposed of           $20.7          $14.7
                                =====          =====
</TABLE>


     The operating loss for the period ended March 31, 1999 includes a $5.2
million write-off for in-process research and development costs related to the
acquisition of SCS.

NOTE 6 - INVENTORIES

     The following is a summary of inventories by major category (in millions):

<TABLE>
<CAPTION>
                                March 31,   December 31,
                                 1999          1998
                               ---------    ------------
<S>                             <C>            <C>  
     Raw material               $ 19.1         $ 19.5
     Work in process               4.5            3.7
     Finished products           207.5          197.7
                                ------         ------
     Total                      $231.1         $220.9
                                ======         ======

</TABLE>




                                       9

<PAGE>   10

NOTE 7 - STOCKHOLDERS' DEFICIT

     The following is a summary of the changes in stockholders' deficit for the
period ended March 31, 1999. Total comprehensive income components included in
stockholders' deficit include any changes in equity during a period that are not
the result of transactions with the Company's stockholders.

<TABLE>
<CAPTION>
                                                              Shares                   Accumulated
                                   Capital in     Shares       To Be                      Other                         Subtotal-
                         Common     Excess of    Held in     Distributed   Retained   Comprehensive  Treasury          Comprehensive
                          Stock     Par Value     Trust      From Trust     Deficit        Loss       Stock     Total      Loss
                        --------   ----------    -------     -----------   --------   -------------  --------   -----  -------------
<S>                       <C>        <C>         <C>           <C>         <C>           <C>         <C>       <C>     <C>
Balance, January 1,
  1999                    $0.4       $313.3      $(29.8)       $29.8       $(618.2)      $(19.7)     $(0.5)    $(324.7)
Comprehensive income                       
  (loss):
  Net income                --           --          --           --           3.5           --         --         3.5     $ 3.5
  Foreign currency 
   translation
   adjustments              --           --          --           --            --         (6.3)        --        (6.3)     (6.3)
                                                                                                                           -----
  Subtotal-
   comprehensive loss                                                                                                      $(2.8)
                                                                                                                           =====
Shares withdrawn from 
 Rabbi Trust                --           --         0.1         (0.1)           --           --         --          --
                          ----       ------      ------        -----       -------       ------      -----     ------- 
Balance, March 31, 1999   $0.4       $313.3      $(29.7)       $29.7       $(614.7)      $(26.0)     $(0.5)    $(327.5)  
                          ====       ======      ======        =====       =======       ======      =====     =======   
</TABLE>


     Effective March 29, 1999 certain equity investors exchanged 9,000,000
shares of common stock for the same amount of non-voting common stock.



                                       10

<PAGE>   11


NOTE 8 - EARNINGS PER SHARE

     The following is a reconciliation of the numerators and denominators for
computing basic and diluted earnings per share for the three and nine months
ended March 31, 1999 and 1998 (in millions):

<TABLE>
<CAPTION>
                                            Three Months Ended
                                                March 31,
                                           --------------------
                                             1999       1998
                                           --------   ---------
     <S>                                   <C>         <C>
     Basic Earnings (Loss) Per Share:
     --------------------------------
     Net Income (Loss)                      $ 3.5      $(41.9)
                                            =====      ======
     Average Shares of Common Stock
      Outstanding                            40.0        40.0
                                            =====      ======
     Basic Earnings (Loss) Per Share        $0.09      $(1.05)
                                            =====      ======

     Diluted Earnings (Loss) Per Share:
     ----------------------------------
     Net Income (Loss)                      $ 3.5      $(41.9)
                                            =====      ======
     Average Shares of Common Stock
      Outstanding                            40.0        40.0

     Common Stock Equivalents(a)              2.9          --
                                            -----      ------
     Diluted Potential Common Stock
      Outstanding                            42.9        40.0
                                            =====      ======
     Diluted Earnings (Loss) Per 
      Share                                 $0.08      $(1.05)
                                            =====      ======
         
</TABLE>

     (a)   As of March 31, 1999 and 1998, the Company had options and warrants
           outstanding to purchase 2.8 million shares and 6.6 million shares,
           respectively, that could potentially dilute basic earnings per share.
           These options and warrants were excluded from the diluted earnings
           per share computation because to include such shares would have been
           antidilutive.

NOTE 9 - SEGMENT AND GEOGRAPHICAL FINANCIAL INFORMATION

     Selected business segment financial information for the three months ended
March 31, 1999, and 1998 is shown below (in millions):


<TABLE>
<CAPTION>
                                                                             Income (loss) from   
                                                Sales                            Operations    
                                       -------------------------           -----------------------
                                          1999          1998                 1999           1998
                                       ---------      --------             --------      ---------
<S>                                    <C>            <C>                   <C>          <C>
     Domestic distribution               $474.8        $452.3               $32.6         $ 24.7
     International distribution           120.0          95.9                 1.2           (1.5)
     Laboratory workstations               40.9          34.3                 5.9            4.4
     Technology                              --            --                (8.7)          (2.5)
     Transaction-related costs               --            --                  --          (71.0)
     Eliminations                         (34.8)        (33.4)                0.6            0.3
                                         ------        ------               -----         ------
       Total                             $600.9        $549.1               $31.6         $(45.6)
                                         ======        ======               =====         ======
</TABLE>




     Income (loss) from operations is revenue less related costs and direct and
allocated expenses. Intercompany sales and transfers between segments were not
material for the three months ended March 31, 1999 and 1998.


                                       11



<PAGE>   12

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

     This Form 10-Q contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The Company's actual results could differ materially from
those set forth in the forward-looking statements. Certain factors that might
cause such a difference include those discussed in the section entitled
"Management's Discussion and Analysis of Results of Operations and Financial
Condition - Cautionary Factors Regarding Forward-Looking Statements" contained
in the Company's Form 10-K for the year ended December 31, 1998.

RECAPITALIZATION AND MERGER

     Pursuant to the Second Amended and Restated Agreement and Plan of Merger as
of November 14, 1997, amending an Agreement and Plan of Merger dated August 7,
1997, (as amended, the "Merger Agreement") between the Company and FSI Merger
Corp. ("FSI"), a Delaware corporation formed by Thomas H. Lee Company ("THL"),
providing for the merger of FSI with and into Fisher and the recapitalization of
Fisher (collectively, "the Transaction"), which Transaction was consummated on
January 21, 1998, approximately 87% of the fully diluted shares of common stock
of Fisher were converted into the right to receive $9.65 per share in cash
(approximately $955 million in the aggregate) pursuant to an election process
that provided stockholders the right to elect for each share of Fisher common
stock held, subject to proration, either $9.65 in cash or to retain one share of
common stock, $.01 par value ("Common Stock"), in the recapitalized company.
Pursuant to the Merger Agreement, vesting of all outstanding options
accelerated.

     On March 9, 1998, Fisher's Board of Directors declared a five-for-one stock
split on the Company's Common Stock. As a result of the stock split, four
additional shares of Common Stock were issued for each share of Common Stock
held by the shareholders of record as of the close of business on March 19,
1998. All references in this report to the number of shares and per share
amounts have been restated as appropriate to give effect to the stock split.

RESULTS OF OPERATIONS

         The following table sets forth the Company's sales and income (loss)
from operations by segment:




<TABLE>
<CAPTION>
                                                                             Income (loss) from   
                                                Sales                            Operations    
                                       -------------------------           -----------------------
                                          1999          1998                 1999           1998
                                       ---------      --------             --------      ---------
<S>                                   <C>             <C>                  <C>           <C>
     Domestic distribution               $474.8        $452.3               $32.6         $ 24.7
     International distribution           120.0          95.9                 1.2           (1.5)
     Laboratory workstations               40.9          34.3                 5.9            4.4
     Technology                              --            --                (8.7)          (2.5)
     Transaction-related costs               --            --                  --          (71.0)
     Eliminations                         (34.8)        (33.4)                0.6            0.3
                                         ------        ------               -----         ------
       Total                             $600.9        $549.1               $31.6         $(45.6)
                                         ======        ======               =====         ======
</TABLE>



     SALES

     Sales for the three months ended March 31, 1999 increased 9.4% to $600.9
million from $549.1 million for the comparable period in 1998. Sales growth in
Fisher's domestic distribution, international distribution and laboratory
workstations segments in 1999 was primarily due to sales of companies acquired
during the second half of 1998 and the first quarter of 1999 as well as internal
growth.





                                       12


<PAGE>   13





     GROSS PROFIT

     Fisher's gross profit for the three month period ended March 31, 1999
increased 14.8% to $173.5 million from $151.1 million for the comparable period
in 1998, primarily as a result of increased sales volume. Gross profit as a
percent of sales increased to 28.9% for the three months ended March 31, 1999,
from 27.5% for the same period in 1998. The increase in gross profit as a
percent of sales largely reflects the higher margins of businesses acquired in
the second half of 1998 and first quarter of 1999 as well as improvements in
gross margins of Fisher's domestic operations.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

     Selling, general and administrative expense for the three months ended
March 31, 1999 increased 8.1% to $133.2 million from $123.2 million for the
comparable period in 1998. The increase in selling, general and administrative
expense in 1999 is primarily due to the selling, general and administrative
expense of companies acquired since March 31, 1998 and increased sales volume.
Selling, general and administrative expense in both periods includes
nonrecurring costs associated with the temporary duplication of operations,
relocation of inventories and employees, hiring and training new employees, and
other one-time and redundant costs. For the three months ended March 31, 1999,
$0.7 million of such costs were included in selling, general and administrative
expense, compared with $1.8 million for the corresponding period in 1998.
Excluding such costs, selling, general and administrative expense as a
percentage of sales was 22.1% for the three months ended March 31, 1999 and the
same for the comparable period in 1998.

     The international distribution segment continues to have significantly
higher selling, general and administrative expenses as a percentage of sales as
compared with that of Fisher's domestic distribution segment. These higher costs
are being incurred as part of a plan to develop an integrated worldwide supply
capability, the benefit of which has not been fully realized.

     TRANSACTION-RELATED COSTS

     During the first quarter of 1998, the Company recorded $71.0 million of
expenses consisting primarily of non-cash compensation expense relating to the
conversion of employee stock options, the implementation of certain executive
severance agreements and the grant of options to certain executives in
accordance with the terms of the Transaction.

     LOSS FROM OPERATIONS TO BE DISPOSED OF

     As discussed above, Management plans to dispose of its technology segment.
Accordingly, the 1999 and 1998 results of operations of this segment are
reported separately in the statements of operations. Loss from operations to be
disposed of increased $6.2 million to $8.7 million from $2.5 million primarily
as a result of a $5.2 million write-off of in-process research and development
costs associated with an acquisition during the first quarter of 1999.

     INCOME (LOSS) FROM OPERATIONS

     Income from operations for the three months ended March 31, 1999 increased
to $31.6 million from ($45.6) million for the corresponding period in 1998 due
to the factors discussed above. Excluding nonrecurring and Transaction-related
costs of $5.9 million in the first quarter of 1999 and $72.8 million in the
first quarter of 1998, operating income was $37.5 million and $27.2 million,
respectively.

     INTEREST EXPENSE

     Interest expense increased to $26.8 million for the three months ended
March 31, 1999 from $24.9 million for the comparable period in 1998. The
increase is the result of a full quarter of interest expense in 1999 resulting
from the January 21, 1998 Transaction and additional indebtedness resulting from
the $200 million 9% Senior Subordinated Notes issued in November 1998, both
partially offset by one-time charges in the first quarter of 1998 related to the
consummation of the Transaction.







                                       13


<PAGE>   14


     INCOME TAX PROVISION (BENEFIT)

     The income tax provision (benefit) for the three months ended March 31,
1999 was $3.9 million compared with ($26.2) million for the corresponding period
in 1998. The effective income tax rate for the three months ended March 31, 1999
was 53% compared with 38% for the corresponding period in 1998. Excluding the
$71.0 million of Transaction-related costs in 1998, of which a portion was not
deductible, the effective income tax rates for these periods were comparable.

     NET INCOME (LOSS)

     Net income (loss) for the three months ended March 31, 1999 increased to
$3.5 million from ($41.9) million for the comparable period in 1998, due to the
factors discussed above.

     LIQUIDITY AND CAPITAL RESOURCES

     During the three months ended March 31, 1999, the Company's operations used
$42.7 million of cash compared with providing $39.9 million for the same period
in 1998. This change in cash used in operating activities primarily reflects a
decrease in cash flows. The decrease in cash flows results from changes in
working capital due to a decrease in cash provided by payables, accruals and
other current liabilities. The payables and accruals change is primarily due to
the timing of payments of accounts payable and interest and increased payments
of accrued compensation amounts.

     The Company's operating working capital (defined as receivables plus
inventories less accounts payable and accrued liabilities) changed to ($6.1)
million at March 31, 1999 from ($7.0) million at December 31, 1998. A decrease
in accruals was primarily offset by a decrease in accounts receivable. The
decrease in accrued liabilities is principally attributable to payments of
accrued interest and compensation amounts. The decrease in accounts receivable
is primarily the result of the sale of additional receivables under a
receivables securitization facility.

     Currently, the Company is evaluating a number of potential acquisitions in
the United States and Europe and implementing the planned consolidation and
relocation of its logistical facilities in North America and Europe. While there
is no guarantee that any of these potential acquisitions will be consummated or
that the Company's consolidation and relocation activities will occur, one or
more acquisitions and implementation of the Company's relocation activities
could have a material effect on the Company's working capital requirements
throughout the remainder of 1999.

     During the three months ended March 31, 1999, the Company used $47.2
million of cash for investing activities compared with $12.8 million for the
same period in 1998. The increase in cash used for investing activities is
primarily due to increases in acquisition spending. During the last three months
the Company completed two acquisitions and acquired the remaining shares of
Bioblock for an aggregate purchase price of $41.9 million. The acquisitions were
funded with cash on hand and through the sale of receivables under a receivables
securitization facility. For the three months ended March 31, 1999 and 1998, the
Company had capital expenditures of $9.0 million and $12.0 million,
respectively. This decrease in capital expenditures is primarily due to timing.
The Company anticipates its 1999 annual capital expenditures will approximate
total 1998 expenditures as it continues its consolidation and relocation of
logistics facilities in North America and Europe and its project to upgrade
global computer systems.

     During the three months ended March 31, 1999, the Company's financing
activities provided $56.7 million compared with using $9.4 million for the same
period in 1998. Financing activities in the first quarter of 1998 primarily
related to the Transaction described in Note 2 to the Financial Statements.
Financing activities in the first quarter of 1999 primarily relate to cash flows
from the sale of additional receivables, which were used to fund operating and
investing activities.

     Fisher expects that cash flows from operations, together with cash and cash
equivalents on hand and funds available under existing credit facilities, will
be sufficient to meet ongoing operating and capital expenditure requirements.




                                       14

<PAGE>   15


     EUROPEAN ECONOMIC AND MONETARY UNION

     The Company conducts business in many of the 11 countries that have agreed
to join the European Economic and Monetary Union (the "EMU") and, among other
things, adopt a single currency called the Euro. On January 1, 1999, a
three-year transition period for the Euro began and the conversion rates between
the Euro and the national currencies were fixed. Business enterprises have the
option of switching to the single currency at any time prior to January 1, 2002.
In connection with the upgrade of its management information systems, the
Company is incorporating the necessary changes to allow it to conduct business
in Euros and the national currencies during the transition period and entirely
in Euros thereafter. The Company is not able to accurately estimate or segregate
the costs relating to the conversion to the Euro, but management does not
believe that such costs are material. The Company does not anticipate that the
conversion to the Euro will have a material impact on its future results of
operation.

     DEPENDENCE ON INFORMATION SYSTEMS; SYSTEMS CONVERSION; YEAR 2000 ISSUE

     The statements in the following section include "Year 2000 readiness
disclosure" within the meaning of Year 2000 Information and Readiness Disclosure
Act.

     The Company's business is dependent in large part on its information
systems. These systems play an integral role in: tracking product offerings
(including pricing and availability); processing and shipping more than 20,000
items per day; warehouse operations; purchasing from more than 3,000 vendors;
inventory management; financial reporting; and other operational functions.

     Year 2000 issues exist when dates in computer systems are recorded using
two digits (rather than four) and are then used for arithmetic operations,
comparisons or sorting. A two-digit date recording may recognize a date using
"00" as 1900 rather than 2000, which could cause the Company's computer systems
to perform inaccurate computations. The Company's Year 2000 issues relate not
only to its own systems but also to those of its customers and suppliers.

     Based upon assessments of each of the Company's business units and the
information systems supporting those operations, the Company is implementing a
program having the following major elements and a target completion date no
later than December 31, 1999:

     First, the applications and other software supporting each business unit
have been inventoried and analyzed and either: (a) confirmed as Year 2000
compliant, (b) scheduled for upgrade to a Year 2000 compliant version, (c)
scheduled for remediation to become Year 2000 compliant or (d) scheduled for
replacement by other software which provides Year 2000 compliance and other
benefits. For example, certain of the financial applications supporting the U.S.
distribution business have been replaced by Oracle software; most of the
remaining software supporting the U.S. distribution businesses has been
remediated, tested by software professionals and end-users, and implemented in
regular business operations. A limited number of other software applications are
scheduled for upgrade or replacement prior to September 30, 1999.

     The primary methods of assuring Year 2000 compliance for core business
systems are: (a) remediation for the U.S., Canadian and U.K. distribution
systems, (b) replacement by new Year 2000 and Euro compliant software for the
other European businesses, (c) upgrade to Year 2000 versions for certain
manufacturing businesses and (d) replacement by new Year 2000 software for the
remaining manufacturing businesses and overseas distribution businesses.

     Second, the Company has initiated programs to assure Year 2000 compliance
for the equipment and software licenses that it currently markets to customers
and to obtain and transmit to customers information about the equipment and
software licenses which customers may have purchased in the past. Various units
of the Company are also assisting customers in developing plans to replace or
upgrade any non-compliant equipment or software, especially in laboratories,
whether or not the products were acquired from the Company.

     Third, the Company has initiated programs to identify those suppliers whose
own systems could lead to delays or interruptions in supply, either because of
Year 2000 non-compliance or because of the necessity of extensive systems
upgrades or replacements to avoid Year 2000 issues. The Company is addressing
such system changes by suppliers, where appropriate, by adjusting inventory
levels and order lead times to reduce any delays or interruptions of product
supply to the Company's customers and is developing similar contingency plans,
on a supplier-specific basis to assure availability of products from suppliers
making future systems changes 







                                       15


<PAGE>   16
or not providing adequate assurances of readiness to fill orders at the
beginning of 2000 and in order to prevent or reduce any adverse effect on fill
rates to the Company's customers.

     Fourth, with particular regard to Electronic Data Interchange ("EDI"), the
Company has developed plans to work with trading partners, including both
suppliers and customers, to either work around the requirement for six digit
date fields in the prior EDI standards or to migrate, with the trading partner,
to ANSI version 4010, which employs eight digit data fields. The Company has
begun exchanging ANSI Version 4010 transactions with customers and suppliers and
has identified many of the customers and suppliers who plan to migrate to
Version 4010 and many of the customers and suppliers who plan to remain on
earlier levels, windowing the transmitted six digit date at both ends and
recognizing the correct year. The Company is scheduling test sessions with
customers and suppliers requesting either migration to Version 4010 or testing
of Year 2000 compliance of such windowing.

     Fifth, the Company is implementing a project involving testing with
available test software personal computers and associated software at various
Company locations, followed by upgrade or replacement where appropriate. In
addition, the Company has implemented projects which include inventory,
identification, assessment (through vendor contacts, testing or both), planning,
implementation (replacement, repair or upgrade) and testing of manufacturing
equipment, environmental control equipment, elevators, security systems,
telecommunications software and equipment and similar purchased equipment,
software and systems. While this portion of the overall program is targeted for
completion by June 30, 1999, it is currently anticipated that a limited amount
of this activity of certain of the Company's sites would remain incomplete until
a date no later than September 1999. Contingency plans may be developed to work
around these sites not fully compliant by June 30, 1999.

     With regard to financial cost, implementation of the program has resulted
in and will continue to result in significant time expenditure by Company
personnel and outside software and equipment providers and some expenditures for
equipment and software upgrades and replacements. Because many of these efforts
have been designed to achieve other functional or systems improvements, in
addition to Year 2000 compliance, and are being carried out by operational
personnel within each business unit, it is difficult to allocate particular
funding levels solely to the Year 2000 compliance activities. In general,
however, the Company has spent approximately $4 million in operating expenses
and approximately $30 million in capital expenditures on Year 2000 activities to
date and estimates incurring an additional $4 million in operating expenses and
$7 million in capital expenditures to complete its Year 2000 programs.

     Although the Company believes that its present remediation and replacement
programs will adequately address the Year 2000 issues with respect to its
internal systems, there can be no assurance that the Company's belief is correct
or that its present assessment is in fact accurate. There can be no assurance
that the remediation and replacement programs will be completed prior to the
Year 2000 or that if completed prior to the Year 2000 that disruption will not
occur. In addition, there can be no assurance that the Company's vendors,
suppliers and the myriad of other financial, transportation, utility and other
service providers will successfully resolve their own Year 2000 issues in a
manner which avoids significant impact to the Company. The Company has received
written assurances from many of its suppliers and other providers acknowledging
the Year 2000 issues and stating their present intention to be compliant. The
Company has not received assurances from all of its suppliers and other
providers and there is no guarantee that one or more key suppliers and other
providers will not fail to become compliant in time to avoid a disruption to the
Company's business which, in spite of the Company's contingency plans, would
have a significant adverse impact on the Company. Because of the complexity of
the Company's systems, the number of transactions processed and the number of
third parties with whom the Company interacts, certain failures of the Company
or its suppliers, vendors and other service providers to completely overcome the
Year 2000 issue could result in substantial and material impact on the Company's
business, operations and financial results.

     The Company's forecasted costs and timing for completion of its Year 2000
programs are based on its best estimates, which in turn are based on numerous
assumptions of future events, including the continued availability and cost of
necessary personnel and other resources, third party modification plans, and
other factors. However, the Company cannot be certain that these estimates will
be achieved and actual results could differ materially from these estimates.

     The preceding "Year 2000 Readiness Disclosure" contains various
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934 and the Section 27A Securities Act of 1933. These
forward-looking statements represent the Company's beliefs or expectations
regarding future events. When used in the "Year 2000 Readiness Disclosure," the
words "believes," "expects," "estimates," and similar expressions are intended
to identify forward-looking statements. Forward-looking statements include,
without limitation, the Company's expectations as to when it will complete the
modification and testing phases of its Year 2000 project plans as well as its
Year 2000 contingency plans; its estimated cost of achieving Year 2000
readiness; and the Company's belief that its internal systems will be Year 2000
compliant in a timely manner. All forward-looking statements involve a 


                                       16


<PAGE>   17


number of risks and uncertainties that could cause the actual results to differ
materially from the projected results. Factors that may cause these differences
include, but are not limited to, the availability of qualified personnel and
other information technology resources; the ability to identify and remediate
all date sensitive lines of computer code or to replace embedded computer chips
in affected systems or equipment; and the actions of governmental agencies or
other third parties with respect to Year 2000 problems.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company's primary interest rate exposures relate to its cash, fixed
and variable rate debt and interest rate swaps. The potential loss in fair
values is based on an immediate change in the net present values of the
Company's interest rate sensitive exposures resulting from a 10% change in
interest rates. The potential loss in cash flows and earnings is based on the
change in the net interest income/expense over a one-year period due to an
immediate 10% change in rates. A hypothetical 10% change in interest rates does
not have a material effect on the fair values, cash flows or earnings of the
Company.

         The Company's primary currency rate exposures are to its foreign
denominated debt, intercompany debt, cash and foreign currency forward exchange
contracts. The potential loss in fair values is based on an immediate change in
the U.S. dollar equivalent balances of the Company's currency exposures due to a
10% shift in exchange rates. The potential loss in cash flows and earnings is
based on the change in cash flow and earnings over a one-year period resulting
from an immediate 10% change in currency exchange rates. A hypothetical 10%
change in the currency exchange rates does not have a material effect on the
fair values, cash flows or earnings of the Company.





                                       17


<PAGE>   18


PART II - OTHER INFORMATION

ITEM 6 -  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

          Exhibit 2.01  - Distribution Agreement, dated March 29, 1999, among
                          Fisher Scientific International Inc. and ProcureNet, 
                          Inc.*

          Exhibit 10.01 - Amended and Restated Investors' Agreement dated as of
                          March 29, 1999 among Fisher Scientific International,
                          Inc., Thomas H. Lee Equity Fund III, L.P., THI-CCI
                          Limited Partnership, THL Foreign Fund III, L.P., THL
                          FSI Equity Investors, L.P., DLJ Merchant Banking
                          Partners II, L.P., DLJ Merchant Banking Partners II --
                          A, L.P., DLJ Offshore Partners, II, C.V., DLJ
                          Diversified Partners, L.P., DLJ Diversified Partners,
                          A.L.P., DLJ Millennium Partners, L.P., DLJ Millennium
                          Partners -- A, L.P., DLJMB Funding II, Inc., UK
                          Investment Plan 1997 Partners, DLJ EAB Partners, L.P.,
                          DLJ ESC II, L.P., DLJ First ESC, L.P., Chase Equity
                          Associates, L.P., Merrill Lynch Kecalp L.P. 1997,
                          Kecalp Inc., ML IBK Positions, Inc. and certain other
                          persons named therein

          Exhibit 27    - Financial Data Schedule

          ------------------
          * Included as an exhibit to the Company's Current Report on Form 8-K
          dated April 15, 1999 filed with the Securities and Exchange Commission
          on April 30, 1999.

     (b)  Reports on Form 8-K:

          The Company filed the following Current Report on Form 8-K during the
          period covered by this report:

          1.   Current Report on Form 8-K/A (Registration No. 1-10920) was filed
               with the Securities and Exchange Commission on February 17, 1999
               which amends and restates the Current Report on Form 8-K which
               was filed with the Securities and Exchange Commission on
               December 4, 1998 reporting the acquisition by the Company of
               Bioblock Scientific S.A. under Item 2 -- Acquisition or
               Disposition of Assets.


                                       18


<PAGE>   19


                                    SIGNATURE

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

                                      FISHER SCIENTIFIC INTERNATIONAL INC.

Date:  May 14, 1999                   /s/ PAUL M. MEISTER                       
       ------------                   ------------------------------------------
                                      PAUL M. MEISTER
                                      Vice Chairman of the Board,
                                      Executive Vice President - Chief Financial
                                      Officer and Director









                                       19



<PAGE>   20

EXHIBIT INDEX


        Exhibit No.                                   Description
------------------------------         -----------------------------------------

10.01                                  Amended and Restated Investors' Agreement
                                       dated as of March 29, 1999 among Fisher
                                       Scientific International, Inc., Thomas H.
                                       Lee Equity Fund III, L.P., THI-CCI
                                       Limited Partnership, THL Foreign Fund
                                       III, L.P., THL FSI Equity Investors,
                                       L.P., DLJ Merchant Banking Partners II,
                                       L.P., DLJ Merchant Banking Partners II --
                                       A, L.P., DLJ Offshore Partners, II, C.V.,
                                       DLJ Diversified Partners, L.P., DLJ
                                       Diversified Partners, A.L.P., DLJ
                                       Millennium Partners, L.P., DLJ Millennium
                                       Partners -- A, L.P., DLJMB Funding II,
                                       Inc., UK Investment Plan 1997 Partners,
                                       DLJ EAB Partners, L.P., DLJ ESC II, L.P.,
                                       DLJ First ESC, L.P., Chase Equity
                                       Associates, L.P., Merrill Lynch Kecalp
                                       L.P. 1997, Kecalp Inc., ML IBK Positions,
                                       Inc. and certain other persons named
                                       therein

27                                     Financial Data Schedule












                                       20