<PAGE>   1
--------------------------------------------------------------------------------

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(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, 2001

                                       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: 333-81631


                           O'SULLIVAN INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                                       <C>
                              Delaware                                                    43-1659062
   (State or other jurisdiction of incorporation or organization)            (I.R.S. Employer Identification No.)

                  1900 Gulf Street, Lamar, Missouri                                       64759-1899
              (Address of principal executive offices)                                    (ZIP Code)
</TABLE>

                                 (417) 682-3322
              (Registrant's telephone number, including area code)


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

     As of May 10, 2001, 100 shares of Common Stock of O'Sullivan Industries,
Inc., par value $1.00 per share, were outstanding.

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

                    The Index to Exhibits begins on page 19.

<PAGE>   2
                                     PART I

ITEM 1.  FINANCIAL STATEMENTS.

                  O'SULLIVAN INDUSTRIES, INC. AND SUBSIDIARIES
       (A wholly owned subsidiary of O'Sullivan Industries Holdings, Inc.)
                      UNAUDITED CONSOLIDATED BALANCE SHEETS
                      (in thousands, except for share data)

<TABLE>
<CAPTION>
                                                                                       March 31,        June 30,
                                                                                         2001             2000
                                                                                      ----------       ----------
<S>                                                                                   <C>              <C>
                                        Assets:
Current assets:
   Cash and cash equivalents                                                          $  13,433        $  11,867
   Trade receivables, net of allowance for doubtful accounts
      of $3,312 and $3,095, respectively                                                 56,691           58,975
   Inventories, net                                                                      55,517           65,256
   Prepaid expenses and other current assets                                              7,145            6,432
                                                                                      ---------        ---------
         Total current assets                                                           132,786          142,530

Property, plant and equipment, net                                                       95,445           99,548
Other assets                                                                             12,422           13,935
Goodwill, net of accumulated amortization                                                38,504           39,755
Receivable from parent                                                                      138              521
                                                                                      ---------        ---------
         Total assets                                                                 $ 279,295        $ 296,289
                                                                                      =========        =========

                        Liabilities and Stockholder's Deficit:

Current liabilities:
   Accounts payable                                                                   $  15,106        $  15,399
   Current portion of long-term debt                                                     14,000            3,000
   Accrued liabilities                                                                   24,975           30,597
                                                                                      ---------        ---------
         Total current liabilities                                                       54,081           48,996

Long-term debt, less current portion                                                    222,928          235,708
Other liabilities                                                                         3,464            1,816
Deferred income taxes                                                                    14,719           17,626
                                                                                      ---------        ---------
         Total liabilities                                                              295,192          304,146

Commitments and contingencies (Note 8)

Stockholder's deficit:
   Common stock; $1.00 par value, 100 shares authorized, issued and outstanding            --               --
   Retained deficit                                                                     (15,586)          (7,843)
   Accumulated other comprehensive loss                                                    (311)             (14)
                                                                                      ---------        ---------
         Total stockholder's deficit                                                    (15,897)          (7,857)
                                                                                      ---------        ---------
         Total liabilities and stockholder's deficit                                  $ 279,295        $ 296,289
                                                                                      =========        =========
</TABLE>

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

                                       -2-


<PAGE>   3




                  O'SULLIVAN INDUSTRIES, INC. AND SUBSIDIARIES
       (A wholly owned subsidiary of O'Sullivan Industries Holdings, Inc.)
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                 Three months ended               Nine months ended
                                                                     March 31,                         March 31,
                                                            --------------------------        --------------------------
                                                               2001             2000            2001             2000
                                                            ---------        ---------        ---------        ---------
<S>                                                         <C>              <C>              <C>              <C>
Net sales                                                   $ 101,145        $ 116,686        $ 288,243        $ 329,701

Cost of sales                                                  72,545           82,732          208,586          232,180
                                                            ---------        ---------        ---------        ---------
Gross profit                                                   28,600           33,954           79,657           97,521
                                                            ---------        ---------        ---------        ---------

Operating expenses:
   Selling, marketing and administrative                       17,459           21,357           56,045           64,513
   Restructuring charge                                          --               --             10,506             --
   Compensation expense associated with stock options            --               --               --             10,627
   Loss on settlement of interest rate swap                      --               --               --                408
                                                            ---------        ---------        ---------        ---------
Total operating expenses                                       17,459           21,357           66,551           75,548
                                                            ---------        ---------        ---------        ---------

Operating income                                               11,141           12,597           13,106           21,973
Other income (expense):
   Interest expense                                            (9,069)          (7,403)         (25,279)         (10,734)
   Interest income                                                170              207              407              447
                                                            ---------        ---------        ---------        ---------

Income (loss) before income tax provision,
   extraordinary item and cumulative effect of
  accounting change                                             2,242            5,401          (11,766)          11,686
Income tax provision (benefit)                                    891            1,969           (4,118)           4,232
                                                            ---------        ---------        ---------        ---------

Income (loss) before extraordinary item and
   cumulative effect of accounting change                       1,351            3,432           (7,648)           7,454
Extraordinary loss from early extinguishment
   of debt, net of income tax benefit of $171                    --               --               --               (305)
Cumulative effect of accounting change, net of income
   tax benefit of $53                                            --               --                (95)            --
                                                            ---------        ---------        ---------        ---------

Net income (loss)                                           $   1,351        $   3,432        $  (7,743)       $   7,149
                                                            =========        =========        =========        =========
</TABLE>


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

                                       -3-


<PAGE>   4




                  O'SULLIVAN INDUSTRIES, INC. AND SUBSIDIARIES
       (A wholly owned subsidiary of O'Sullivan Industries Holdings, Inc.)
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                         Nine months ended
                                                                                             March 31,
                                                                                    ---------------------------
                                                                                       2001            2000
                                                                                    -----------     -----------
<S>                                                                                 <C>             <C>
Cash flows provided by operating activities:
        Net income (loss)                                                           $  (7,743)       $   7,149
        Adjustments to reconcile net income (loss) to net
          cash provided by operating activities:
           Depreciation and amortization                                               11,248           11,340
           Amortization of debt issuance cost                                           1,397              655
           Bad debt expense                                                               241              856
           Loss on disposal of assets                                                     112              125
           Impairment of long-lived assets to be sold                                   8,677             --
           Deferred income taxes                                                       (2,907)           1,025
           Compensation expense associated with stock options                            --             10,627
        Changes in current assets and liabilities:
           Trade receivables                                                            2,043          (11,412)
           Inventories                                                                  9,739              604
           Other assets                                                                (1,023)          (2,339)
               Accounts payable, accrued liabilities and income taxes payable          (4,267)          14,871
                                                                                    ---------        ---------
                Net cash provided by operating activities                              17,517           33,501
                                                                                    ---------        ---------

Cash flows used for investing activities:

        Capital expenditures                                                          (14,334)          (7,719)
                                                                                    ---------        ---------

Cash flows provided (used) by financing activities:

        Proceeds from borrowings, including issuance of warrants                         --            233,533
        Repayment of borrowings                                                        (2,000)         (20,000)
        Dividend to parent                                                               --           (186,827)
        Debt issuance costs                                                              --            (12,668)
        Advances (repayment) on intercompany loans                                        383          (28,804)
                                                                                    ---------        ---------
                Net cash flows used by financing activities                            (1,617)         (14,766)
                                                                                    ---------        ---------

Net increase in cash and cash equivalents                                               1,566           11,016
Cash and cash equivalents, beginning of period                                         11,867            3,740
                                                                                    ---------        ---------
Cash and cash equivalents, end of period                                            $  13,433        $  14,756
                                                                                    =========        =========
</TABLE>

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

                                       -4-


<PAGE>   5




                  O'SULLIVAN INDUSTRIES, INC. AND SUBSIDIARIES
       (A wholly owned subsidiary of O'Sullivan Industries Holdings, Inc.)
      UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S DEFICIT

                    For the nine months ended March 31, 2001
                                 (in thousands)


<TABLE>
<CAPTION>
                                                            Accumulated
                                                              other            Total
                                             Retained      comprehensive    stockholder's    Comprehensive
                                             deficit           loss            deficit           loss(1)
                                            ----------    ---------------   -------------    -------------
<S>                                         <C>           <C>               <C>              <C>
Balance, June 30, 2000                      $   (7,843)        $ (14)         $ (7,857)
   Net loss                                     (7,743)                         (7,743)          $(7,743)
   Other comprehensive loss                                     (297)             (297)             (297)
                                            ----------         -----          --------           -------
Balance, March 31, 2001                     $  (15,586)        $(311)         $(15,897)          $(8,040)
                                            ==========         =====          ========           =======
</TABLE>


(1) Comprehensive income for the three months ended March 31, 2001 was $1,260.
Comprehensive income for the three and nine months ended March 31, 2000 was
$3,250 and $7,138, respectively.

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

                                      -5-
<PAGE>   6

              O'SULLIVAN INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES
       (A WHOLLY OWNED SUBSIDIARY OF O'SULLIVAN INDUSTRIES HOLDINGS, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001

NOTE 1--BASIS OF PRESENTATION

         The unaudited consolidated financial statements of O'Sullivan
Industries, Inc. and subsidiaries ("O'Sullivan"), a wholly owned subsidiary of
O'Sullivan Industries Holdings, Inc., included herein have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with instructions to Form 10-Q and Article 10 of Regulation S-X.
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. In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. The financial
statements should be read in conjunction with the audited financial statements
and notes thereto included in O'Sullivan's Annual Report on Form 10-K for the
fiscal year ended June 30, 2000. The interim results are not necessarily
indicative of the results that may be expected for a full year.

NOTE 2--RESTRUCTURING CHARGE

         On November 17, 2000, O'Sullivan announced a restructuring plan to
reduce operating expenses, increase operating capital and align production
capacity with anticipated levels of business in 2001 and beyond. During the
quarter ended December 31, 2000, O'Sullivan recorded a restructuring charge of
$10.5 million which included $9.7 million for exit costs associated with the
January 19, 2001 closing of the Cedar City, Utah manufacturing facility and
approximately $807,000 of cash termination benefits associated with a reduction
in the support staff of about 40 employees in the corporate offices in Lamar,
Missouri.

         O'Sullivan is actively attempting to sell the Utah land, building and
excess equipment as soon as practicable. Fixed assets with a net book value of
$20.3 million were written down to estimated fair value, resulting in an
impairment charge of approximately $8.7 million. The impairment charge is
reflected in accumulated depreciation on the accompanying consolidated balance
sheet.

         Included in the Utah exit costs were $495,000 of cash termination
benefits associated with the involuntary separation of approximately 325
management and non-management employees. Other exit costs totaling approximately
$527,000 for property taxes, increased workers' compensation claims and security
expenses were also recorded.

         Substantially all of the Utah cash termination benefits were paid
during the quarter ended March 31, 2001. Approximately one-half of the corporate
office termination benefits will be paid by the end of fiscal 2001, with the
remainder paid in fiscal 2002. Costs that benefit continuing activities were
excluded from the restructuring charge and are included in cost of sales on the
accompanying consolidated statement of operations.

         The components of the restructuring charge and an analysis of the
amounts charged against the accrual are outlined below:

<TABLE>
<CAPTION>
                                                    Restruct-
                                                      uring          Charges
                                                     Accrual         through         Balance
        Restructuring Charges                       12/31/00         3/31/01         3/31/01
        ---------------------                     -------------    -----------    -------------
                                                                  (in thousands)
<S>                                               <C>              <C>            <C>

Employee termination benefits (1)                 $   1,302        $   772        $    530
Other Utah facility exit costs (1)                      527            152             375
                                                  -------------    -----------    -------------
Total                                             $   1,829        $   924        $    905
                                                  =============    ===========    =============
</TABLE>

(1) Included in accrued liabilities in the accompanying consolidated balance
sheet.

                                       -6-





<PAGE>   7

         Accumulated depreciation was increased $8.7 million to record asset
impairments.

NOTE 3--LEVERAGED RECAPITALIZATION

         On November 30, 1999, O'Sullivan Industries Holdings, Inc. ("O'Sullivan
Holdings") completed a recapitalization and merger through which the outstanding
stock of O'Sullivan Holdings was purchased by an investment firm, Bruckmann,
Rosser, Sherrill & Co. II, LLC ("BRS"), certain directors and members of
O'Sullivan's senior management. The leveraged recapitalization required
approximately $357 million to complete the merger and pay related fees and
expenses. Approximately $264 million was funded via debt proceeds.

         O'Sullivan incurred approximately $10.6 million in compensation expense
associated with stock options as part of the merger. Of this amount, $6.0
million was exchanged for options to purchase shares of Series A junior
preferred stock, $5.9 million in cash was paid and $1.1 million in liquidation
value of senior preferred stock was distributed to the option holders.
O'Sullivan had previously incurred approximately $2.3 million in compensation
expense for the options prior to the merger. The compensation expense relating
to the options has been included as a separate line item in the accompanying
consolidated statement of operations.

         Also on November 30, 1999, O'Sullivan terminated an interest rate swap
agreement, as required by the counter-party due to the merger and
recapitalization, incurring a loss of $408,000. The loss on the settlement of
the interest rate swap has been included as a separate line item in the
accompanying consolidated statement of operations.

         At the time of the merger, O'Sullivan repaid private placement notes
held with a principal amount of $16.0 million for $16.5 million. The $476,000
prepayment fee has been recognized as a $305,000 extraordinary loss, net of
related tax benefit.

NOTE 4--ADOPTION OF SFAS 133

         O'Sullivan adopted SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities ("FAS 133") on July 1, 2000. O'Sullivan currently has a
costless interest rate collar hedging the variability of interest rates on
approximately one-half of the original borrowings under the senior credit
facilities term loans, less scheduled principal payments. As of March 31, 2001,
the notional amount of the collar was $66.0 million. The collar is designated as
a cash flow hedge. As required by the transition provisions of FAS 133,
O'Sullivan recorded a net-of-tax cumulative-effect type adjustment of $95,000 in
current earnings to recognize the fair value of this derivative on July 1, 2000.
O'Sullivan also recognized additional interest expense of approximately $1.1
million for the quarter ended March 31, 2001 and $2.0 million for the fiscal
year to date. The charges represent the change in fair value of the interest
rate collar.

         O'Sullivan's derivative instruments are recognized on the balance sheet
at their fair value. On the date a derivative contract is entered into,
O'Sullivan designates its derivative as either a hedge of the fair value of a
recognized asset or liability ("fair value" hedge), as a hedge of the
variability of cash flows to be received or paid ("cash flow" hedge), or as a
foreign-currency cash flow hedge ("foreign currency" hedge).

         Changes in the fair value of a derivative that is highly effective
as--and that is designated and qualifies as--a cash-flow hedge are recorded in
accumulated other comprehensive income, until earnings are affected by the
variability of cash flows. The interest rate collar is not currently effective,
as the current interest rate on the hedged debt is below the upper range of the
collar. The ineffective portion of the cash flow hedge is recorded in current
period earnings as interest expense.

         O'Sullivan formally documents all relationships between hedging
instruments and hedged items, as well as its risk-management objective and
strategy for undertaking various hedge transactions. This process includes
linking all derivatives that are designated as fair-value, cash-flow or
foreign-currency hedges to specific assets and liabilities on the balance sheet
or to specific firm commitments or forecasted transactions. O'Sullivan also
formally assesses, both at the hedge's inception and on an ongoing basis,
whether the derivatives that are used in hedging transactions are highly
effective in offsetting changes in fair values or cash flows of hedged items.

                                      -7-




<PAGE>   8


         O'Sullivan discontinues hedge accounting prospectively when (1) it is
determined that the derivative is no longer effective in offsetting changes in
the fair value or cash flows of a hedged item (including firm commitments or
forecasted transactions); (2) the derivative expires or is sold, terminated or
exercised; (3) the derivative is de-designated as a hedge instrument, because it
is unlikely that a forecasted transaction will occur; (4) a hedged firm
commitment no longer meets the definition of a firm commitment; or (5)
management determines that designation of the derivative as a hedge instrument
is no longer appropriate. In most situations, when hedge accounting is
discontinued, the derivative will be carried at its fair value on the balance
sheet, with changes in its fair value recognized in current-period earnings.

NOTE 5--INVENTORY

         Inventory consists of the following:

<TABLE>
<CAPTION>
                     March 31,     June 30,
                       2001          2000
                     ---------     --------
                         (in thousands)
<S>                  <C>           <C>
Finished goods        $38,273       $47,350
Work in process         5,977         6,258
Raw materials          11,267        11,648
                      -------       -------
                      $55,517       $65,256
                      =======       =======
</TABLE>


NOTE 6--AMENDMENT TO SENIOR CREDIT FACILITIES

         O'Sullivan's credit facilities and notes are subject to certain
financial and operational covenants and other restrictions, including among
others, a requirement to maintain certain financial ratios and restrictions on
O'Sullivan's ability to incur additional indebtedness. In addition, the
agreements effectively prohibit the payment of dividends on O'Sullivan's stock.
The senior credit facilities agreement was amended as of January 30, 2001. The
primary changes to the credit facilities were to the covenants for minimum
consolidated EBITDA, consolidated leverage ratios, consolidated interest
coverage ratio and the consolidated fixed charge coverage ratio. The amended
covenants are less restrictive than those in the original credit facilities. The
amendment also required a $10.0 million prepayment of the term loans on or
before June 30, 2001. At March 31, 2001, O'Sullivan was in compliance with all
debt covenants, as amended.

         On March 30, 2001, O'Sullivan transferred $5.0 million to the loan
syndicate administrator for dispersal to the note holders. The money was
subsequently paid to reduce the balance of the senior term notes; $1.2 million
reduced the balance of the tranche A senior term notes and $3.8 million reduced
the balance of the tranche B senior term notes. Because the liability had not
been extinguished on March 31, 2001, the $5.0 million is included with the
current portion of long term debt and with the cash and cash equivalents on the
accompanying consolidated balance sheet. The remaining $5.0 million of the $10.0
million prepayment was paid on May 1, 2001, and reduced the tranche A senior
term notes by $1.2 million and the tranche B senior term notes by $3.8 million.

NOTE 7--RELATED PARTY TRANSACTIONS

         O'Sullivan entered into a management services agreement with BRS for
strategic and financial advisory services on November 30, 1999. The annual fee
for these services is the greater of (a) 1% of O'Sullivan's consolidated
earnings before interest, taxes, depreciation and amortization or (b) $300,000.
Under the management services agreement, BRS can also receive reimbursement for
expenses, which are limited to $50,000 a year under the senior credit
facilities.

         The senior credit facilities and the management services agreement both
contain certain restrictions on the payment of the management fee. The
management services agreement provides that no cash payment for the management
fee can be made unless the fixed charge coverage ratio for O'Sullivan's most
recently ended four full fiscal quarters was at least 2.0 to 1.0. All fees and
expenses under the management services agreement are subordinated to the senior
subordinated notes.

         In September 2000, O'Sullivan paid BRS $682,000 under the management
services agreement, of which $266,000 was a prepayment of a portion of the
fiscal 2001 management fees. The management fee expense of $143,000 and $345,000
recognized during the quarter and nine months ended March 31, 2001,
respectively, is included in selling, marketing and administrative expense in
the accompanying consolidated statement of




                                      -8-
<PAGE>   9

operations. Additionally, O'Sullivan paid BRS $49,000 in fiscal 2001 to
reimburse BRS for expenses. The amount due BRS at March 31, 2001, approximately
$79,000, is included in accrued liabilities on the accompanying consolidated
balance sheet.

NOTE 8--COMMITMENTS AND CONTINGENCIES

RADIOSHACK LITIGATION

         On June 29, 1999, RadioShack Corporation (formerly Tandy Corporation)
filed a complaint against O'Sullivan Holdings in the District Court of Texas in
Tarrant County. The complaint related to a potential reduction in O'Sullivan
Holdings' tax benefit payments to RadioShack that would result from increased
interest expense after the completion of the merger. RadioShack claims that this
reduction would violate the tax sharing and tax reimbursement agreement. The
complaint sought a court order compelling O'Sullivan Holdings to submit to a
dispute resolution process. Alternately, the complaint sought a declaratory
judgment that after the merger O'Sullivan Holdings must continue to make
tax-sharing payments to RadioShack as if the merger had not occurred.

         On September 9, 1999, RadioShack filed a motion for summary judgment in
its lawsuit against O'Sullivan Holdings. The motion argued that RadioShack was
entitled to a court order requiring O'Sullivan Holdings to commence dispute
resolution procedures under the tax sharing agreement. Because O'Sullivan
Holdings had made all payments required under the tax sharing agreement and
because no merger had occurred, O'Sullivan Holdings believed that RadioShack's
lawsuit was premature since there could not be a dispute under the tax sharing
agreement with respect to the increased interest resulting from the merger
before the merger was completed. Alternately, RadioShack argued that it was
entitled to a court order preventing O'Sullivan Holdings from deducting the
interest expense related to the merger from O'Sullivan Holdings' tax-sharing
payments to RadioShack.

         On October 8, 1999, the District Court ruled on RadioShack's motion for
summary judgment. It found that the dispute resolution provision of the tax
sharing agreement was triggered, and ordered that O'Sullivan Holdings begin the
dispute resolution process according to the terms of the tax sharing agreement.
The District Court denied all other relief sought by RadioShack. Pursuant to the
dispute resolution provisions, RadioShack and O'Sullivan Holdings
representatives have discussed the issues in the dispute but did not reach a
resolution. Arbitrators have been selected, and discovery is progressing.

         For the nine months ended March 31, 2001, O'Sullivan Holdings made no
payment to RadioShack pursuant to the tax sharing agreement. If the arbitration
ruling is in RadioShack's favor, O'Sullivan Holdings' payments would be
substantially higher; the amount would depend on O'Sullivan Holdings' taxable
income.

NOTE 9--SUBSIDIARY FINANCIAL INFORMATION

         The following summarized financial information for O'Sullivan
Industries - Virginia, Inc. is presented as if O'Sullivan Industries - Virginia
had existed as a corporation separate from O'Sullivan during the periods
presented and include the historical assets, liabilities, revenues and expenses
that are directly related to O'Sullivan Industries - Virginia's operations. All
material intercompany transactions have been eliminated. For the periods
presented, certain expenses reflected in the combined financial statements
included allocations of corporate expenses from O'Sullivan to O'Sullivan
Industries - Virginia. These allocations include expenses for general
management, management information systems, treasury, legal, benefits
administration, insurance, tax compliance and other miscellaneous services. The
allocation of expenses was generally based on actual costs
incurred, and such costs were apportioned to O'Sullivan Industries - Virginia
using varying methods including volume of sales and number of employees. In
addition, O'Sullivan Industries - Virginia sells all customer trade receivables
to O'Sullivan immediately after consummation of the sale.

         Management believes that the foregoing allocations were made on a
reasonable basis; however, the allocations of cost and expenses do not
necessarily indicate the costs that would have been incurred by O'Sullivan
Industries - Virginia on a stand-alone basis. Also, the financial information
included in accompanying consolidated statements may not necessarily reflect
what the financial position, results of operation and cash flows the
consolidated entity would have been had O'Sullivan and O'Sullivan Industries -
Virginia been separate, stand-alone companies during the periods presented.


                                      -9-
<PAGE>   10

<TABLE>
<CAPTION>
                         Three months ended         Nine months ended
                              March 31,                   March 31,
                      -----------------------     ----------------------
                         2001          2000         2001           2000
                      ---------     ---------     ----------    ---------
                                        (in thousands)
<S>                   <C>           <C>           <C>           <C>


Net sales              $30,580       $23,951       $79,097       $69,376
Gross profit             8,347         4,527        18,071        14,789
Operating income         4,046         1,230         6,501         5,142
Net income               2,513           624         3,825         2,708
                       -------       -------       -------       -------
</TABLE>





<TABLE>
<CAPTION>
                              Balance Sheet Data
                            ----------------------
                            March 31,     June 30,
                              2001          2000
                            ---------     --------
                                (in thousands)
<S>                         <C>           <C>

Current assets               $15,005       $16,403
Noncurrent assets             33,354        27,405
Current liabilities            8,109         4,923
Noncurrent liabilities         7,293         9,750
                             -------       -------
</TABLE>

                                      -10-
<PAGE>   11

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

OVERVIEW

     We are a leading ready-to-assemble furniture manufacturer in the United
States with over 45 years of experience. We design, manufacture and distribute a
broad range of RTA furniture products - bookcases, cabinets, computer
workcenters, desks, entertainment centers and stereo racks with retail prices
ranging from $20 to $999. In recent years, we have committed substantial
resources to the development and implementation of a diversified sales,
marketing and product strategy in order to capitalize on growth opportunities
presented by emerging retail channels of distribution and changes in consumer
demographics and preferences. We have structured our business to offer a wide
variety of RTA furniture products through increasingly popular retail
distribution channels, including office superstores, discount mass merchants,
electronic superstores, department stores, home improvement centers and home
furnishing retailers. We continue to strive towards building long-term
relationships with quality retailers in existing and emerging distribution
channels to develop and sustain our future growth.

     In fiscal 1999 and 2000, net sales increased in excess of 10% per year,
reflecting the strong growth for the RTA furniture market and the strong U.S.
economy generally. For the nine months ending March 31, 2001, sales fell 12.6%,
a reflection of the industry slowdown and the slowing of consumer spending. Due
to the weak retail environment, especially in the office superstore channel, we
expect our fourth quarter sales to be flat to down in the mid-single digits from
last year's fourth quarter sales of $93.7 million. However, our sales could be
lower if the weak retail environment does not improve.

     Steps have been taken to rationalize our operations with our revised sales
expectations. The Cedar City, Utah facility was closed January 19, 2001 and
support staff was reduced at the Lamar, Missouri facility. See "Restructuring
Charge" below.

     While we have confidence in the long-term future of the RTA furniture
industry, we cannot yet predict when our sales will return to a pattern of sales
growth.

     We purchase large quantities of raw materials including particleboard and
fiberboard. We are dependent on our outside suppliers for all these raw
materials. Therefore, we are subject to changes in the prices charged by our
suppliers. In fiscal 2000, our profits were reduced by price increases of these
commodities. While we have seen some price decreases that reduced our costs in
the second and third quarters of fiscal 2001, raw material prices may increase
significantly in the future.

RESULTS OF OPERATIONS

     Net Sales. Net sales for the quarter ended March 31, 2001 decreased by
$15.5 million, or 13.3%, to $101.1 million, down from $116.7 million for the
quarter ended March 31, 2000. For the nine-month period ended March 31, 2001,
sales decreased $41.5 million, or 12.6%, to $288.2 million from $329.7 million.
Sales decreases were caused by the following:

     o    A general weakening in retail sales, especially in the office
          superstore and department store channels, which may be due to higher
          energy costs and waning consumer confidence.

     o    The decision by Service Merchandise to stop selling home office and
          home entertainment furniture and the liquidation of Montgomery Ward.
          Sales to Service Merchandise and Montgomery Ward declined from 6% of
          our gross sales in the third quarter of fiscal 2000 to a negligible
          amount in the third quarter of fiscal 2001. Year-to-date sales to
          Service Merchandise and Montgomery Ward declined from about 8% of
          gross sales in fiscal 2000 to less than 1% in fiscal 2001.

     o    Some of our large customers reduced their inventories of our product
          in response to the slowing economy.

     In January 2001, some of our largest customers announced store closings.
Office Depot closed 70 stores in North America, while planning to open 50 new
stores in 2001. OfficeMax closed 50 stores and will reduce its new

                                      -11-
<PAGE>   12

store openings in 2001 and 2002 to 25 stores per year. ShopKo also closed 23
stores. The store closings are reducing our sales at least temporarily, although
the magnitude and duration of the reduction is difficult to estimate.

     Gross Profit. Gross profit decreased to $28.6 million or 28.3% of sales for
the three-month period ended March 31, 2001, from $34.0 million or 29.1% of
sales, for the comparable prior year quarter. For the nine months ended March
31, 2001, gross profit decreased to $79.7 million, or 27.6% of sales, from $97.5
million, or 29.6% of sales. The decrease in gross profit for both periods was
primarily caused by decreased sales volume.

     Commodity prices of particleboard and fiberboard, major components of our
products, were generally higher during the first quarter of fiscal 2001 compared
to the first quarter of fiscal 2000. However, we experienced a weakening in
particleboard prices in September 2000 that continued into the quarter ended
March 31, 2001. These price declines helped our gross profit somewhat in the
second quarter of fiscal 2001 and made a significant contribution in the third
quarter. We do not anticipate further decreases in particleboard pricing during
the remainder of this fiscal year, although prices should remain considerably
lower than during the same period of the previous year.

     Production volumes decreased in conjunction with lower sales, resulting in
less overhead absorption. By closing the Utah facility, we have eliminated
overhead expenses in Utah and increased production volume at the Missouri and
Virginia plants. The increased volume is resulting in greater absorption of
fixed overhead expenses and improved production efficiencies.

     Selling, Marketing and Administrative Expenses. Selling, marketing and
administrative expenses decreased to $17.5 million or 17.3% of sales for the
quarter ended March 31, 2001, from $21.4 million or 18.4% of sales for the
quarter ended March 31, 2000. For the nine-month period ended March 31, 2001,
selling, marketing and administrative expenses decreased $8.5 million, to $56.0
million or 19.4% of sales from $64.5 million or 19.6% of sales in fiscal 2000.
Selling, marketing and administrative expenses declined due to lower promotional
and freight costs primarily caused by decreased sales volume. Profit sharing and
incentive compensation expenses decreased in both the quarter and year-to-date
periods of fiscal 2001 compared to fiscal 2000 because of lower sales and profit
levels and decreased headcount as a result of the restructuring plan.

     Restructuring Charge. In November 2000, we announced a strategic
restructuring plan intended to ensure long-term stability and prosperity. The
slowdown in sales during the first half of this fiscal year caused us to
reassess our business plan, specifically expenses and available production
capacity. It became evident that the sales downturn, combined with improvements
in production efficiencies and expansions at the Missouri and Virginia plants
during the past few years, provided production capacity that exceeded near term
sales requirements. Based on forecasted sales, the Missouri and Virginia plants
will provide sufficient production for the next two and possibly three fiscal
years with minimal capital expenditures for increased capacity after ongoing
projects are completed. Accordingly, we closed the Utah facility on January 19,
2001.

     While some equipment will be relocated to the operating plants, excess
equipment as well as the building and land will be sold. We have written the
fixed assets to be sold down to estimated fair value and recognized a loss of
approximately $8.7 million on the asset impairment. The fair value is an
estimate, and the impairment may be adjusted in the future. We have also
recognized a $495,000 expense for the involuntary termination of 325 employees
at the Utah facility as well as exit costs of approximately $527,000 for
increased workers' compensation claims expenses, real and personal property
taxes and security expenses applicable to the Utah facility closure.

     In conjunction with the Utah plant closing, we reduced the administrative
and support staff at the Lamar, Missouri headquarters through voluntary and
involuntary terminations. About 40 employees have received termination packages
totaling approximately $807,000. The restructuring charge of $10.5 million is
included as a separate line item on the accompanying consolidated statement of
operations.


                                      -12-
<PAGE>   13


The following summarizes the fiscal 2001 restructuring charge:

<TABLE>
<CAPTION>
                                                   Restructuring       Charges
                                                      accrual          through         Balance
             Restructuring Charges                    12/31/00         3/31/01         3/31/01
             ---------------------                  ------------     ------------    ------------
                                                                   (in thousands)
<S>                                              <C>              <C>              <C>
Employee termination benefits (1)                   $  1,302         $    772        $    530
Other Utah facility exit costs (1)                       527              152             375
                                                    ------------     ------------    ------------
TOTAL                                               $  1,829         $    924        $    905
                                                    ============     ============    ============
</TABLE>

     (1) Included in accrued liabilities in the consolidated balance sheet.

     Accumulated depreciation was increased by $8.7 million to record asset
impairments.

     Costs that benefit continuing activities were excluded from the
restructuring charge and are included in cost of sales on the consolidated
statement of operations. The unusual and non-recurring portion of these costs
associated with the shutdown of the Utah facility was approximately $700,000
during the quarter ended March 31, 2001.

     We expect approximately $5.0 million of annual net savings from closing our
Utah facility. We realized some benefits from the restructuring during the
quarter ended March 31, 2001, though the full benefits will not be realized
until the fourth quarter. The following will offset these benefits somewhat
during the remainder of this fiscal year:

     o    freight and installation costs to relocate certain equipment; and
     o    freight costs to consolidate certain inventory.

     Compensation Expense Associated with Stock Options. O'Sullivan incurred
approximately $10.6 million in compensation expense associated with stock
options as part of the merger and recapitalization of November 30, 1999. Of this
amount, $6.0 million was exchanged for options to purchase shares of Series A
junior preferred stock, $5.9 million in cash was paid and $1.1 million in
liquidation value of senior preferred stock was distributed to the option
holders. O'Sullivan had previously incurred approximately $2.3 million in
compensation expense for the options prior to the merger. The compensation
expense relating to the options has been included as a separate line item in the
accompanying consolidated statement of operations.

     Loss on Settlement of Interest Rate Swap. On November 30, 1999, O'Sullivan
terminated an interest rate swap agreement, as required by the counter-party due
to the merger and recapitalization, incurring a loss of $408,000. The loss on
the settlement of the interest rate swap has been included as a separate line
item in the accompanying consolidated statement of operations.

     Depreciation and Amortization. Depreciation and amortization expenses were
$3.4 million in the third quarter of fiscal 2001 as compared to $4.0 million for
the third quarter of fiscal 2000. For the nine months ended March 31, 2001,
depreciation and amortization expenses decreased $92,000 or 0.8% to $11.2
million from $11.3 million for the nine months ended March 31, 2000. The
majority of the decrease was due to the discontinuance of depreciation expense
upon the closing of the Utah facility in January 2001.

     Operating Income. Operating income, including restructuring and other
one-time charges, decreased $1.5 million to $11.1 million for the three-month
period ended March 31, 2001, from $12.6 million in the three months ended March
31, 2000. Operating income, including restructuring and other special charges,
decreased $8.9 million from $22.0 million for the first nine months of fiscal
2000 to $13.1 million during the nine-month period ended March 31, 2001.
Restructuring costs of $10.5 million decreased operating income in fiscal 2001.
Sales decreases of approximately 13% materially reduced operating profits in
both the quarter and nine months ended March 31, 2001 when compared to the same
periods of the prior year.

                                      -13-
<PAGE>   14


     Net Interest Expense. Net interest expense increased significantly for both
the quarter and nine months ended March 31, 2001 when compared to the same
periods in fiscal 2000. For the quarter, interest expense increased principally
due to the senior credit amendment fee paid in January 2001 and non-cash charges
for the interest rate collar. Net interest expense increased for the nine months
ended March 31, 2001 for the reasons stated above and due to the increased
indebtedness incurred in the November 1999 recapitalization and merger. Another
non-cash interest item affecting both fiscal years was amortization of loan
discounts and fees. The following table describes the components of net interest
expense for the periods indicated:

<TABLE>
<CAPTION>
                                                           Three months ended                       Nine months ended
                                                                March 31,                               March 31,
                                                       ---------------------------            -----------------------------
                                                          2001             2000                   2001             2000
                                                      ------------     -----------             ----------       -----------
                                                                                  (in thousands)
<S>                                                   <C>              <C>                     <C>              <C>
Interest expense                                      $      6,954     $     6,944             $   21,293       $    10,109
Senior credit facility amendment fee                           574               -                    574                 -
Interest rate collar                                         1,074               -                  2,034                 -
Amortization of discount                                        80              72                    221                92
Amortization of loan fees                                      387             387                  1,157               533
Interest income                                               (170)           (207)                  (407)             (447)
                                                      ------------     -----------             ----------       -----------
                                                      $      8,899     $     7,196             $   24,872       $    10,287
                                                      ============     ===========             ==========       ===========
</TABLE>

     Income Taxes. Income tax expense decreased from $2.0 million in the third
quarter of fiscal 2000 to $891,000 in the third quarter of fiscal 2001. The
income tax benefit for the first nine months of fiscal 2001 was $4.1 million
compared to the income tax expense of $4.2 million in the nine months ended
March 31, 2000.

     Extraordinary Item. On November 30, 1999, we repaid private placement notes
held with a principal amount of $16.0 million for $16.5 million. The $476,000
prepayment fee was recognized as an extraordinary loss of $305,000 net of the
related tax benefit.

     Cumulative Effect of Accounting Change. Upon the July 1, 2000 adoption of
FAS 133, we recognized a liability based upon the fair value of a costless
interest rate collar initiated on February 28, 2000. That portion of the
liability incurred prior to the current fiscal year, $148,000, is included, net
of income tax benefit of $53,000, as a cumulative effect of accounting change on
the accompanying consolidated statement of operations.

     Net Income. Net income decreased to $1.4 million or 1.3% of sales for the
three-month period ended March 31, 2001, from $3.4 million or 2.9% of sales for
the quarter ended March 31, 2000. For the nine-month period ended March 31,
2001, the net loss was $7.7 million or 2.7% of sales, compared to net income of
$7.1 million, or 2.2% of sales in fiscal 2000.

     EBITDA. EBITDA, or earnings before interest income and interest expense,
income taxes, depreciation and amortization, decreased by $2.0 million to $14.5
million for the quarter ended March 31, 2001 from $16.6 million for the prior
year quarter. For the nine months ended March 31, 2001, EBITDA decreased $9.0
million to $24.4 million from $33.3 million for the comparable period a year
ago. The sales decrease this fiscal year compared to fiscal 2000 adversely
affected EBITDA for both the quarter and nine months ending March 31, 2001.

     EBITDA is presented to provide additional information about our operations.
This item should be considered in addition to, but not as a substitute for or
superior to, operating income, net income, operating cash flow and other
measures of financial performance prepared in accordance with generally accepted
accounting principles. EBITDA may differ in the method of calculation from
similarly titled measures used by other companies.

     Adjusted EBITDA. Our adjusted EBITDA, which excludes the termination
benefits and other restructuring charges, compensation expense associated with
stock options and the loss on the termination of the interest rate swap,
decreased by $2.0 million to $14.8 million for the quarter ended March 31, 2001,
compared to $16.8 million


                                      -14-
<PAGE>   15


in the prior year quarter. For the nine-month period ended March 31, 2001,
adjusted EBITDA decreased $9.1 million to $35.6 million from $44.6 million for
the nine months ended March 31, 2000. The decrease in adjusted EBITDA for the
quarter and nine-month period was primarily driven by decreased sales volumes
and under absorption of fixed costs associated with the lower production levels.

LIQUIDITY AND CAPITAL RESOURCES

     Our primary sources of liquidity are cash flows from operations and
borrowings under our senior secured credit facility, which is discussed below.
Our liquidity requirements will be to pay our debt, including interest expense
under the senior credit facilities and our notes, payments to RadioShack and to
provide for working capital and capital expenditures.

     Working Capital. As of March 31, 2001, we had cash and cash equivalents of
$13.4 million. Net working capital was $78.7 million at March 31, 2001 compared
to $93.5 million at June 30, 2000. Cash and cash equivalents increased by $1.6
million from the end of fiscal 2000. Inventories have decreased $9.7 million in
response to decreased manufacturing levels and to the closure of the Utah
facility. Accrued liabilities have decreased as sales volumes have decreased.
The current portion of long-term debt increased by $11.0 million due primarily
to the senior credit facilities amendment calling for prepayments of $10.0
million by June 30, 2001.

     Operating Activities. Net cash provided by operating activities for the
nine months ended March 31, 2001 was $17.5 million compared to $33.5 million for
the nine months ended March 31, 2000. The net loss for the nine months ending
March 31, 2001 was $15.0 million less than the net profit for the same prior
year period.

     Investments in receivables and inventories also decreased this fiscal year
by $11.8 million compared to an increase of $10.8 million last year. During the
year, we reduced our payables, accrued liabilities and other liabilities payable
by $4.3 million compared to a $14.8 million increase during the same period in
fiscal 2000. Decreased sales activity this fiscal year accounted for most of the
decreases in current assets and liabilities.

     Investing Activities. We invested $14.3 million for capital expenditures
for the nine months ended March 31, 2001 compared to $7.7 million for the prior
year nine-month period. We currently estimate that the total capital expenditure
requirements for the remainder of the fiscal year will be approximately $5.0
million, which we expect to fund from cash flow from operations or cash on hand.
Our ability to make future capital expenditures is subject to certain
restrictions under our senior credit facilities.

     Financing Activities. On November 30, 1999 we completed our merger and
recapitalization. Our consolidated indebtedness at March 31, 2001 was $242.0
million, consisting of:

     o    $132.0 million in senior secured credit facilities consisting of a
          $32.3 million term loan with quarterly installments through September
          2005, a $99.8 million term loan with quarterly installments through
          June 2007 and a $40.0 million revolving line of credit, with no
          borrowings at March 31, 2001. The revolving line of credit has a $15.0
          million sub-limit for letters of credit, of which we are currently
          utilizing approximately $13.3 million.

     o    $100.0 million in 13-3/8% senior subordinated notes due 2009 issued
          with warrants to purchase 6.0% of our common and Series B junior
          preferred stock on a fully diluted basis. These warrants were assigned
          a value of $3.5 million. These notes were issued at a price of 98.046%
          providing $98.0 million in cash proceeds before expenses related to
          the issuance.

     o    $10.0 million in variable rate industrial revenue bonds.

     During the quarter we made regularly scheduled principal payments of $1.0
million against term loans that are included in our senior secured credit
facility. We expect to fund principal and interest payments on our debt from
cash flow from operations, cash on hand or borrowings under our revolver. Our
borrowing availability under our revolver was approximately $26.7 million at
March 31, 2001, of which approximately $19.8 million was available due to
covenant restrictions.

     The credit facilities and notes are subject to certain financial and
operational covenants and other restrictions, including among others,
requirements to maintain certain financial ratios and restrictions on our
ability to incur additional indebtedness. In addition, the agreements
effectively prohibit the payment of dividends on our stock. The bank credit
agreement was amended in January 2001 to make certain covenants less
restrictive. The

                                      -15-
<PAGE>   16


amendment also requires a $10.0 million prepayment of the term loans on or
before June 30, 2001. We paid $5.0 million of this amount on April 4, 2001 and
the remaining $5.0 million on May 1, 2001. At March 31, 2001 we were in
compliance with all debt covenants as amended.

     As required under our senior credit facilities, we hedged one-half of our
term loans with an initial notional amount of $67.5 million with a costless
interest rate collar. The collar is based on three-month LIBOR with a floor of
6.43% and a ceiling of 8.75%. To terminate this contract at March 31, 2001, we
would have been required to pay the counter-party approximately $2.2 million.

     Tax Sharing Agreement. During the quarter ended March 31, 2001, O'Sullivan
made no payment to RadioShack pursuant to the Tax Sharing and Tax Reimbursement
Agreement between us. The effect of the merger upon our payments to RadioShack
under this agreement is the subject of an arbitration proceeding. If the ruling
in the arbitration proceeding is in RadioShack's favor, our payments under the
tax sharing agreement would be substantially higher; the amount would depend on
our taxable income.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     Our market risk is impacted by changes in interest rates, foreign currency
exchange rates and certain commodity prices. Pursuant to our policies, we may
use natural hedging techniques and derivative financial instruments to reduce
the impact of adverse changes in market prices. We do not hold or issue
derivative instruments for trading purposes.

     Interest rate swaps may be used to adjust interest rate exposures when
appropriate based on market conditions. For qualifying hedges, the interest
differential of swaps is included in interest expense. We believe that our
foreign exchange risk is not material.

     We have market risk in interest rate exposure, primarily in the United
States. We manage interest rate exposure through our mix of fixed and floating
rate debt. As required under our credit facilities, we hedged one-half of our
term loans with an initial notional amount of $67.5 million with a costless
interest rate collar. The collar is based on three-month LIBOR with a floor of
6.43% and a ceiling of 8.75%. To terminate this contract at March 31, 2001, we
would have been required to pay the counter-party approximately $2.2 million.

     Due to the nature of our product lines, O'Sullivan has material sensitivity
to some commodities, including particleboard, fiberboard, corrugated cardboard
and hardware. We manage commodity price exposures primarily through the duration
and terms of our vendor contracts. A one percent change in these commodity
prices, assuming none of the increase could be passed on to customers, would
affect our cost of sales by approximately $1.1 million annually.

     As noted above, in fiscal 2000 we encountered price increases in certain
commodities, which reduced our gross margin during the last six months of fiscal
2000 and the first six months of fiscal 2001. During fiscal 2001, these
commodity prices declined. We do not expect further decreases in particleboard
prices during the remainder of fiscal 2001, although prices should remain
considerably lower than during the same period of fiscal 2000. Raw material
prices may increase substantially in the future.


                                      -16-
<PAGE>   17

                          PART II -- OTHER INFORMATION

ITEM 5.  OTHER INFORMATION.

FORWARD LOOKING STATEMENTS.

         Cautionary Statement Regarding Forward Looking Information.

     Certain portions of this Report, and particularly the Notes to the
Consolidated Financial Statements and the Management's Discussion and Analysis
of Financial Condition and Results of Operation, contain forward-looking
statements. These statements can be identified by the use of future tense or
dates or terms such as "believe,""would," "expect," "anticipate" or "plan."
These forward-looking statements involve risks and uncertainties. Actual results
may differ materially from those predicted by the forward-looking statements.
Factors and possible events which could cause results to differ include:

     o    significant indebtedness and the related covenant requirements that
          may limit our financial and operational flexibility;
     o    changes from anticipated levels of sales, whether due to future
          national or regional economic and competitive conditions, including
          new domestic or foreign entrants into the industry, customer
          acceptance of existing and new products, or otherwise, as we have
          experienced in fiscal 2001;
     o    pricing pressures due to excess capacity in the ready-to-assemble
          furniture industry, as occurred in 1995, or customer demand in excess
          of our ability to supply product;
     o    raw material cost increases, particularly in particleboard and
          fiberboard, as occurred in 1994 and 1995 and to a lesser extent in
          fiscal 2000;
     o    transportation cost increases, due to higher fuel costs or otherwise;
     o    loss of or reduced sales to significant customers as a result of a
          merger, acquisition, bankruptcy, liquidation or any other reason, as
          occurred with the reorganization of Service Merchandise in 2000 and
          the liquidation of Montgomery Ward in 2001;
     o    actions of current or new competitors that increase competition with
          our products or prices;
     o    the consolidation of manufacturers in the ready-to-assemble furniture
          industry;
     o    increased advertising costs associated with promotional efforts;
     o    increased interest rates;
     o    pending or new litigation or governmental regulations such as the
          pending arbitration involving RadioShack;
     o    other uncertainties which are difficult to predict or beyond our
          control; and
     o    the risk that we incorrectly analyze these risks and forces, or that
          the strategies we develop to address them could be unsuccessful.

     Because these forward-looking statements involve risks and uncertainties,
actual results may differ significantly from those predicted in these
forward-looking statements. You should not place a lot of weight on these
statements. These statements speak only as of the date of this document or, in
the case of any document incorporated by reference, the date of that document.

     All subsequent written and oral forward-looking statements attributable to
O'Sullivan or any person acting on our behalf are qualified by the cautionary
statements in this section. We will have no obligation to revise these
forward-looking statements.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)  Exhibits:

          A list of exhibits required to be filed as part of this Report is set
     forth in the Index to Exhibits, which immediately precedes such exhibits,
     and is incorporated herein by reference.

         (b)  Reports on Form 8-K:

              None

                                      -17-
<PAGE>   18


                                   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.

                                            O'SULLIVAN INDUSTRIES, INC.



Date:   May 14, 2001                By:         /s/ Richard D. Davidson
                                       -----------------------------------------
                                                    Richard D. Davidson
                                                       President and
                                                  Chief Executive Officer

Date:   May 14, 2001                By:        /s/ Phillip J. Pacey
                                       -----------------------------------------
                                                   Phillip J. Pacey
                                              Senior Vice President and
                                               Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



                                      -18-
<PAGE>   19

                                INDEX TO EXHIBITS

 Exhibit No.                              Description

          2.1       Amended and Restated Agreement and Plan of Merger, dated as
                    of October 18, 1999, between O'Sullivan Industries Holdings,
                    Inc. and OSI Acquisition, Inc. (incorporated by reference
                    from Appendix A to Proxy Statement/Prospectus included in
                    Amendment No. 5 to Registration Statement on Form S-4 (File
                    No. 333-81631))

        3.1 & 4.1   Certificate of Incorporation of O'Sullivan (incorporated
                    by reference from Exhibit 3.1 to Registration Statement on
                    Form S-4 (File No. 333-31282))

        3.2 & 4.2   Bylaws of O'Sullivan (incorporated by reference from Exhibit
                    3.3 to Registration Statement on Form S-4 (File No.
                    333-31282))

          10.1      Second Amendment dated as of January 25, 2001 to Credit
                    Agreement among O'Sullivan Industries, Inc., as Borrower,
                    O'Sullivan Industries Holdings, Inc., the several lenders
                    from time to time parties thereto, Lehman Brothers, Inc., as
                    lead arranger and book manager, Wachovia Bank, N.A., as
                    syndication agent, Lehman Commercial Paper, Inc., as
                    administrative agent and General Electric Capital
                    Corporation, as documentation agent (incorporated by
                    reference to Exhibit 10.1 to Quarterly Report on Form 10-Q
                    for the quarter ended December 31, 2000 (File No. 0-28493))

          10.2      First Amendment to O'Sullivan Industries Holdings, Inc.
                    2000 Common Stock Option Plan (incorporated by reference to
                    Exhibit 10.2 to Quarterly Report of Form 10-Q for the
                    quarter ended March 31, 2001 (File No. 0-28493))

                                      -19-
<PAGE>   20


     Pursuant to Item 601(b)(4)(iii) of Regulation S-K, O'Sullivan has not filed
agreements relating to certain long-term debt of O'Sullivan aggregating $10
million. O'Sullivan agrees to furnish the Securities and Exchange Commission a
copy of such agreements upon request.


                                      -20-