<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1998

                       COMMISSION FILE NUMBER: 1-14234

                         Caribiner International, Inc.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

            Delaware                                             13-3466655
-------------------------------                               ----------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

   16 West 61st Street, New York, NY                                    10023
----------------------------------------                               -------
(Address of principal executive offices)                              (Zip Code)

      Registrant's telephone number, including area code: (212) 541-5300

         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 registrant had 23,693,529 shares of Common Stock (par value $0.01 per
share) outstanding as of February 5, 1999.

<PAGE>

                                     INDEX

<TABLE>
<CAPTION>
PART I.  Financial Information
<S>                                                                                                        <C>
         Item 1.       Financial Statements (Unaudited)

                       Review Report of Independent Accountants...........................................  2

                       Consolidated Balance Sheets as of
                       December 31, 1998 and September 30, 1998...........................................  3

                       Consolidated Statements of Operations for
                       the three months ended December 31, 1998 and 1997..................................  4

                       Consolidated Statements of Cash Flows for
                       the three months ended December 31, 1998 and 1997..................................  5

                       Consolidated Statement of Changes in Stockholders' Equity for the three months
                       ended December 31, 1998 and 1997...................................................  6

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

         Item 2.       Management's Discussion and Analysis of
                       Financial Condition and Results of Operations......................................  9

PART II. Other Information

         Item 4.       Submission of Matters to a Vote of Security Holders...............................  13

         Item 6.       Exhibits and Reports on Form 8-K..................................................  15

SIGNATURES...............................................................................................  17
</TABLE>

                                     -1-
<PAGE>


Review Report of Independent Accountants

Stockholders and Board of Directors
Caribiner International, Inc.

We have reviewed the accompanying consolidated balance sheet of Caribiner
International, Inc. as of December 31, 1998, and the related consolidated
statements of operations for the three months ended December 31, 1998 and
1997, the consolidated statement of changes in stockholders' equity for the
three months ended December 31, 1998 and 1997 and the consolidated statements
of cash flows for the three months ended December 31, 1998 and 1997. These
financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data, and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, which will
be performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.

Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying consolidated financial statements in order
for them to be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Caribiner International, Inc. as
of September 30, 1998, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the year then ended, not presented
herein, and in our report dated December 18, 1998, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying consolidated balance sheet as of
September 30, 1998, is fairly stated, in all material respects, in relation to
the consolidated balance sheet from which it has been derived.

                                                   /s/ Ernst & Young LLP

New York, New York
February 10, 1999

                                                                            -2-
<PAGE>



                                            Caribiner International, Inc.
                                             Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                     December 31,               September 30,           
ASSETS                                                                   1998                       1998                
                                                                     (unaudited)                  (Note 1)              
                                                                   -----------------         ------------------        
                                                                             (amounts in thousands)
<S>                                                                <C>                       <C>   
Current Assets:                                                                      
                                                                                     
Cash and cash equivalents                                          $        12,538           $         15,117        
Trade accounts receivable - net of allowance for doubtful                            
   accounts of $1,966 and $2,150 at December 31, 1998 and                            
   September 30, 1998, respectively                                        114,770                    124,936          
Deferred charges                                                            16,943                     12,923          
Prepaid expenses and other current assets                                   14,428                     11,610          
                                                                   ---------------           ----------------        
           Total Current Assets                                            158,679                    164,586          
                                                                                     
Property and equipment - net                                                96,751                     98,070          
Goodwill - net                                                             423,585                    419,581          
Taxes receivable                                                             7,735                      4,479          
Deferred tax asset                                                             653                        362          
Other assets                                                                10,782                     10,871          
                                                                   ---------------           ----------------          
           TOTAL ASSETS                                            $       698,185           $        697,949                 
                                                                   ===============           ================        
                                                                                     
LIABILITIES AND STOCKHOLDERS' EQUITY                                                 
                                                                                     
Current Liabilities:                                                                 
                                                                                     
Current portion of long-term debt                                  $           913           $          1,000                   
Trade accounts payable                                                      18,526                     23,739          
Accrued expenses and other current liabilities                              30,447                     39,449          
Accrued production costs                                                    17,843                     25,331          
Deferred income                                                             30,311                     18,093          
                                                                   ---------------           ----------------  
           Total Current Liabilities                                        98,040                    107,612          
                                                                                     
Long-term debt                                                             405,948                    396,240          
Deferred income                                                             12,956                      8,409          
Other liabilities                                                           14,237                      9,913          
                                                                   ---------------           ----------------  
           TOTAL LIABILITIES                                               531,181                    522,174          
                                                                                     
Stockholders' Equity:                                                                
                                                                                     
Preferred stock, $0.01 par value:                                                    
   2,000 shares authorized, none issued and outstanding at 
   December 31, 1998 and September 30, 1998, respectively                       --                         --         
Common stock, $0.01 par value:                                                       
   40,000 voting shares authorized, 23,693 and 23,689 shares 
   issued and outstanding at December 31, 1998 and September
   30, 1998, respectively                                                      236                        236          
Additional paid-in capital                                                 167,652                    167,608          
Accumulated other comprehensive income                                      (6,494)                    (3,714)         
Retained earnings                                                            5,610                     11,645          
                                                                   ---------------           ----------------        
           TOTAL STOCKHOLDERS' EQUITY                                      167,004                    175,775          
                                                                   ---------------           ----------------  
                                                                                     
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $       698,185           $        697,949                 
                                                                   ===============           ================        
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                                                             -3-
<PAGE>


                         Caribiner International, Inc.
                     Consolidated Statements of Operations
                          For the Three Months Ended
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                  December 31,
                                                         1998                       1997          
                                                   ------------------         -----------------   
                                                               (amounts in thousands)
<S>                                                  <C>                      <C>                 
Service revenue                                      $      53,205            $        56,178     
Rental revenue                                             111,715                     68,442     
Intercompany eliminations                                   (4,937)                    (2,171)    
                                                     ----------------         -----------------   
                                                                      
Total revenue                                              159,983                    122,449     
                                                                      
Cost of service revenue                                     35,443                     37,873     
Cost of rental revenue                                      88,760                     49,307     
Intercompany eliminations                                   (4,937)                    (2,171)    
                                                     ----------------         -----------------   
                                                                      
Total cost of revenue                                      119,266                     85,009     
                                                     ----------------         -----------------   
                                                                      
Gross profit                                                40,717                     37,440     
                                                                      
Operating expenses:                                                   
                                                                      
    Selling, general and administrative expenses            36,093                     31,362     
    Depreciation and amortization                            7,156                      3,631     
                                                     ----------------         -----------------   
Total operating expenses                                    43,249                     34,993     
                                                     ----------------         -----------------   
                                                                      
Equity in income of affiliated company                          --                        688     
                                                     ----------------         -----------------   
                                                                      
Operating (loss) income                                     (2,532)                     3,135     
                                                                      
Interest expense, net                                        7,527                      2,922     
                                                     ----------------         -----------------   
                                                                      
(Loss) income before taxes and extraordinary charge        (10,059)                       213     
                                                                      
Provision for taxes                                         (4,024)                        85     
                                                     ----------------         -----------------   
                                                                      
(Loss) income before extraordinary charge                   (6,035)                       128     
                                                                      
Extraordinary charge on early extinguishment of 
  debt (net of income taxes of $403)                            --                       (605)    
                                                     ----------------         -----------------   
                                                                      
Net loss                                             $      (6,035)           $          (477)             
                                                     ================         =================   
                                                                      
Basic and diluted earnings (loss) per common share:                   
                                                                      
(Loss) income before extraordinary charge            $       (0.25)           $          0.01              
                                                                      
Extraordinary charge                                            --                      (0.03)   
                                                     ----------------         -----------------   
                                                                      
Net loss per common share                            $       (0.25)           $         (0.02)            
                                                     ================         =================   
</TABLE>                                           

See accompanying notes to the unaudited consolidated financial statements.

                                     -4-
<PAGE>


                         Caribiner International, Inc.
                     Consolidated Statements of Cash Flows
                          For the Three Months Ended
                                  (unaudited)

<TABLE>
<CAPTION>

                                                                                   December 31,
                                                                           1998                   1997           
                                                                     ------------------      ----------------    
                                                                               (amounts in thousands)
<S>                                                                  <C>                     <C>                 

Cash flows from operating activities:                                                   
      Net loss                                                        $        (6,035)       $          (477)             
                                                                                        
      Adjustments to reconcile net income to net cash used in                           
        operating activities:                                                                   
                                                                                        
          Depreciation and amortization                                        10,781                  5,985     
          Extraordinary charge (net of tax) for refinancing debt                    --                   605     
                                                                                        
      Change in assets and liabilities, net of amounts acquired:                        
                                                                                        
          Decrease (increase) in trade accounts receivable                     10,166                 (7,463)    
          Increase in deferred charges                                         (4,019)                  (600)    
          Increase in prepaid expenses and                                            
               other current assets                                            (4,164)                (4,985)    
          Decrease in other assets                                              1,020                    837     
          Decrease in trade accounts payable                                   (5,213)               (20,872)    
          Increase in deferred income                                          16,765                  3,486     
          (Decrease) increase in accrued expenses and                                   
               other liabilities                                              (16,939)                14,394
          Decrease in taxes payable                                            (3,547)                (3,990)
                                                                      -----------------      ----------------    
      Net cash used in operating activities                                    (1,185)               (13,080)   
                                                                      -----------------      ----------------    
                                                                                        
Cash flow used in investing activities:                                                 
                                                                                        
          Purchase of property and equipment                                   (6,537)                (9,085)    
          Acquisition of intangibles and businesses, net of                             
               cash acquired                                                   (3,455)              (255,906)   
                                                                                        
                                                                      -----------------      ----------------    
      Net cash used in investing activities                                    (9,992)              (264,991)
                                                                      -----------------      ----------------    
                                                                                        
Cash flow provided by financing activities:                                             
                                                                                        
          Repayments of long-term debt                                        (29,929)               (74,800)    
          Proceeds from long-term debt                                         39,550                358,019     
          Payment of debt issuance fees                                          (931)                (4,499)
                                                                      -----------------      ----------------    
      Net cash provided by financing activities                                 8,690                278,720     
                                                                      -----------------      ----------------    
                                                                                        
Translation effect on cash and cash equivalents                                   (92)                  (133)    
                                                                                        
Net (decrease) increase in cash                                                (2,579)                   516     
Cash, beginning of period                                                      15,117                 10,253     
                                                                      -----------------      ----------------    
Cash, end of period                                                            12,538        $        10,769            
                                                                      =================      ================    
Supplemental disclosure of cash flow information:                                       
                                                                                        
               Interest paid                                                      8,149      $         1,090
                                                                     ==================      ================    
               Income taxes paid                                                    179      $         3,990
                                                                     ==================      ================    
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                                                            -5-
<PAGE>


                         Caribiner International, Inc.
           Consolidated Statement of Changes in Stockholders' Equity
              For the Three Months Ended December 31, 1998 and 1997
                                  (unaudited)
                            (amounts in thousands)



<TABLE>
<CAPTION>
                                                                                                      Accumulated
                                                      Common Stock        Additional                     Other           Total
                                                 ----------------------     Paid-in     Retained     Comprehensive   Stockholders'
                                                   Shares      Amount       Capital     Earnings         Income         Equity
                                                   ------      ------       -------     --------         ------         ------
<S>                                                <C>       <C>         <C>           <C>           <C>             <C>        
For the three months ended December 31, 1998:

Balance at September 30, 1998                       23,689   $    236    $   167,608   $   11,645    $   (3,714)     $   175,775

Net income (loss)                                        -          -              -       (6,035)            -           (6,035)

Foreign currency translation adjustment                  -          -              -            -        (2,780)          (2,780)

                                                                                                                     ------------
Other comprehensive income (loss)                        -          -              -            -             -           (8,815)
                                                                                                                     ------------
Issuance of common stock                                 4        *               44            -             -               44

                                                 ---------   --------    -----------   -----------   -----------     ------------
Balance at December 31, 1998                        23,693   $    236    $   167,652   $    5,610    $   (6,494)     $   167,004
                                                 =========   ========    ===========   ===========   ===========     ============


For the three months ended December 31, 1997:

Balance at September 30, 1997                       23,417   $    234    $   159,874   $   11,315    $      11      $   171,434

Net income (loss)                                        -          -              -         (477)            -             (477)

Foreign currency translation adjustment                  -          -              -            -          (132)            (132)

                                                                                                                     ------------
Other comprehensive income (loss)                        -          -              -            -             -             (609)
                                                                                                                     ------------

Issuance of common stock upon acquisitions              92          1          3,877            -             -            3,878

Issuance of common stock upon exercise
 of stock options                                        4        *               67            -             -               67

                                                 ---------   --------    -----------   -----------   -----------     ------------
Balance at December 31, 1997                        23,513   $    235    $   163,818   $   10,838    $     (121)     $   174,770
                                                 =========   ========    ===========   ===========   ===========     ============

</TABLE>


*Amount less than $1 thousand

See accompanying notes to the unaudited consolidated financial statements.

                                                                            -6-
<PAGE>


                         Caribiner International, Inc.

                  Notes To Consolidated Financial Statements
                                  (Unaudited)

1.   Interim Financial Information

     The accompanying unaudited consolidated financial statements of Caribiner
     International, Inc. (the "Company") have been prepared in accordance with
     generally accepted accounting principles for interim financial
     information and the instructions to Form 10-Q and Article 10 of
     Regulation S-X. Accordingly, they do not include all of the information
     and footnotes required by generally accepted accounting principles for
     complete financial statements. In the opinion of management, the
     consolidated financial statements contain all adjustments, consisting of
     normal recurring adjustments, considered necessary to present fairly the
     consolidated financial position, results of operations and cash flows of
     the Company. The results of operations for the three months ended
     December 31, 1998 are not necessarily indicative of the results of
     operations that may be expected for any other interim periods or for the
     fiscal year ending September 30, 1999.

     The balance sheet at September 30, 1998 has been derived from the
     Company's audited financial statements at that date, but does not include
     all of the information and footnotes required by generally accepted
     accounting principles for complete financial statements.

     As of October 1, 1998, the Company adopted Statement of Financial
     Accounting Standards No. 130, "Reporting Comprehensive Income" ("Statement
     130"). Statement 130 establishes new rules for the reporting and display of
     comprehensive income and its components; however, the adoption of Statement
     130 had no impact on the Company's net income or stockholders' equity.
     Statement 130 requires foreign currency translation adjustments, which
     prior to the adoption of the new accounting rule were reported separately
     in stockholders' equity, to be included in other comprehensive income.
     Prior year financial statements have been reclassified to conform to the
     requirements of Statement 130.

     Certain reclassifications have been made to the consolidated statement of
     operations for the three months ending December 31, 1997 to conform to
     the current period's presentation. 

2.   Business Dispositions

     In December, 1998, the Company announced that it intends to dispose of
     certain non-core assets. The Company expects the net proceeds from any
     such sales to be approximately $70 million to $100 million, which it will
     use to repay bank debt. The Company does not expect to incur any
     significant gain or loss on such transactions.

3.   Stock Option Re-Pricing

     In December, 1998, the Company adopted a stock option re-pricing program
     pursuant to which the Company offered all employees, excluding executive
     management, the opportunity to re-price all outstanding options granted
     prior thereto under the Company's 1996 Stock Option Plan, as amended. The
     vesting schedule for all so re-priced stock options was restarted, with 
     all other terms and conditions of such stock options remaining the same. 
     The re-priced stock options have an exercise price equal to the average of
     the high and low sales price of the common stock as of the re-pricing date.

                                                                             -7-
<PAGE>

4.   Earnings Per Common Share

     A reconciliation of the number of shares used for the calculation of
     basic and diluted earnings per common share is as follows (in thousands):


<TABLE>
<CAPTION>
                                                 Three months Ended December 31,
                                                      1998             1997          
                                                  ------------     -------------     
<S>                                               <C>              <C>               
Weighted average number of common                              
         shares outstanding                             23,693       23,469          
Effect of stock options                                      2          199          
                                                  ------------     -------------     
Weighted average number of common                              
         shares outstanding, including                         
         effect of dilutive securities                  23,695       23,668          
                                                        ======       ======          
</TABLE>                                                       
                                                  
                                                                             -8-
<PAGE>


                         Caribiner International, Inc.

          Management's Discussion and Analysis of Financial Condition
                           and Results of Operations

Results of Operations

Three months Ended December 31, 1998 Compared to
Three months Ended December 31, 1997

Revenue. Revenue increased $37.6 million, or 30.7%, from $122.4 million in the
three months ended December 31, 1997 to $160.0 million in the three months
ended December 31, 1998. The increase in total revenue is attributable mainly
to the Company's audio visual services division, primarily as a result of the
acquisition of Visual Action Holdings plc ("Visual Action"), effective December
1, 1997, offset by a slight decrease in service revenue from the Company's
Communications division resulting from changes in the mix of business.

Gross profit. Total gross profit increased $3.3 million, or 8.8%, from $37.4
million in the three months ended December 31, 1997 to $40.7 million in the
comparable period of 1998. As a percentage of service revenue, the gross 
profit margin increased from 32.6% in the three months ended December 31, 1997 
to 33.4% in the three months ended December 31, 1998. The increased gross profit
margin is due to the specific production requirements of the contracts
completed during the period. Gross profit as a percentage of rental revenue
was 21% for the three months ended December 31, 1998 compared to 28% in the
prior year's comparable quarter. Profits from the audio visual businesses were
adversely impacted by the continuing higher cost structure of transitioning
operations, particularly in the hotel audio visual outsourcing operations.
Gross profit on rental revenue for the three months ended December 31, 1997
and 1998 was also impacted by $2.7 million and $4.0 million, respectively, of
depreciation expense related to rental equipment used in the audio visual
services businesses. Such depreciation expense is included in cost of rental
revenue.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased $4.7 million, or 15.1%, from $31.4 million
in the three months ended December 31, 1997 to $36.1 million in the three
months ended December 31, 1998. The increase was due primarily to the
Company's growth resulting from the acquisition of Visual Action, as well as
to normal inflationary increases and expenses relating to the restructuring of
the audio visual businesses. Selling, general and administrative expenses, as a
percentage of total revenue, decreased from 25.6% during the three months ended
December 31, 1997 to 22.6% in the three months ended December 31, 1998.

Depreciation and amortization. Depreciation and amortization expense for the
three months ended December 31, 1998 was $7.2 million, an increase of $3.5
million from the 

                                                                            -9-
<PAGE>

corresponding period in the prior year. Property and equipment acquired
through acquisitions and the continued investment in information technology
resulted in increased depreciation expense of $2.1 million. Amortization
expense increased $1.4 million resulting primarily from increased goodwill.

Equity in Income of Affiliated Company. In November, 1997, the Company acquired
a minority interest in Visual Action through open market purchases resulting in
the equity in income reflected for the period. The Company began consolidating
the financial results of Visual Action as of December 1, 1997.

Interest expense, net. Interest expense, net increased by $4.6 million due to
higher average outstanding indebtedness previously incurred to finance
acquisitions as well as higher borrowing costs.

Provision for taxes. Taxes reflect an allocation based on the full year
anticipated effective tax rate. The provision for taxes as a percentage of
income before taxes was 40% for the three months ended December 31, 1997 and
1998.

Extraordinary Charge on Early Extinguishment of Debt. In connection with the
acquisition of Visual Action, the Company entered into a new credit facility
in October, 1997. As a result, during the three months ended December 31,
1997, the Company wrote off approximately $0.6 million (net of taxes of $0.4
million) of the remaining unamortized debt issuance costs related to its
former bank facilities.

Net loss. The Company realized a net loss of $6.0 million in the three months
ended December 31, 1998 compared to a net loss of $0.5 million in the three
months ended December 31, 1997. The loss per common share for the three months
ended December 31, 1998 was $0.25 as compared with a loss per common share of
$0.02 for the comparable period in fiscal 1997. Earnings per common share
before the extraordinary charge would have been $0.01 for the three months
ended December 31, 1997.

                                                                           -10-
<PAGE>


Liquidity and Capital Resources

On October 28, 1997, the Company entered into a loan agreement with a
syndicate of banks pursuant to which the Company increased its aggregate
available bank financing from $100 million to $550 million, consisting of a
$300 million six year revolving line of credit (the "Revolving Facility") to
be utilized in connection with future acquisitions and for working capital and
general corporate purposes and a $250 million six year term loan (the "Term
Facility" and together with the Revolving Facility, the "Credit Agreement") to
be utilized in connection with the acquisition of Visual Action. The Company
recognized an extraordinary loss of $0.6 million, net of taxes of $0.4
million, in the quarter ending December 31, 1997 resulting from the write-off
of the unamortized debt issuance fees relating to the Company's former bank
facilities. The Company incurred approximately $4.8 million of debt issuance
fees in connection with the Credit Agreement. Such fees are being amortized 
over  the term of the Credit Agreement, which is approximately six years.

In May, 1998, the Company repaid approximately $26 million under the Term
Facility thereby permanently reducing availability thereunder by such amount.
In December, 1998, the terms of the Revolving Facility were amended to reduce
the aggregate availability thereunder from $300 million to $250 million, to
amend certain financial covenants contained therein and to increase the
interest rate on amounts outstanding under the Credit Agreement. Fees of
approximately $1.2 million were incurred in connection with the amendments
made to the Credit Agreement in December, 1998. Such fees will be amortized
over the remaining term of the Credit Agreement. As of February 9, 1999, the
Company had approximately $413.0 million outstanding under the Credit Agreement.
Cash on hand as of such date was $13.0 million.

The maturity date of each of the Term Facility and the Revolving Facility is
September 30, 2003. Interest on outstanding amounts under the Credit Agreement
is payable quarterly in arrears and at the option of the Company accrues at
either (i) LIBOR plus an applicable margin or (ii) an alternate base rate
based upon the greatest of (a) the agent bank's prime rate, (b) the
three-month secondary certificate of deposit rate and (c) the federal funds
rate. The interest rate on the Credit Agreement is presently LIBOR plus 2.75%.

Principal on the Term Facility is payable in quarterly installments beginning
on December 31, 1998 with the final scheduled payment due on September 30,
2003. Subject to reductions in such quarterly installments for prepayments
made under the Term Facility, at present, the Company will be required to
repay an aggregate of: (i) $22.4 million in fiscal 1999, (ii) $33.6 million in
fiscal 2000, (iii) $44.8 million in fiscal 2001, (iv) $56 million in fiscal
2002 and (v) $67.8 million in fiscal 2003. The Company is permitted and
intends to draw on the Revolving Facility to make certain of the above
payments.

The Credit Agreement is secured by substantially all of the assets of the
Company and its subsidiaries, and the Company and its subsidiaries have
pledged the stock of their respective subsidiaries for the ratable benefit of
its lending banks. The Credit Agreement contains certain financial and other
covenants and restrictions, including without limitation restrictions on the
ability of the Company to pay dividends.

                                                                           -11-
<PAGE>

The following table sets forth certain information from the Company's
Consolidated Statement of Cash Flows for the three months ended December 31,
1998 and 1997:

<TABLE>
<CAPTION>
                                                          Three months Ended December 31,
                                                            1998                 1997              
                                                         -----------         ------------          
<S>                                                      <C>                 <C>                   
Net cash provided by (used in):                                      
                                                                     
     Operating activities                                $  (1,185)          $  (13,080)           
     Investing activities                                   (9,992)            (264,991)
     Financing activities                                    8,690              278,720
</TABLE>

For the three months ended December 31, 1998, $1.2 million was used in operating
activities. The net loss adjusted for depreciation and amortization provided
$4.7 million. The net change in working capital used $5.9 million, with
decreases in accrued expenses and other liabilities and accounts payable and an
increase in prepaid expenses, other current assets and deferred charges, offset
by decreases in accounts receivable and other assets and an increase in deferred
income. Cash used in investing activities was $10.0 million due to property and
equipment purchases and acquisition-related expenditures. Financing activities
provided $8.7 million, of which was $40.0 million was drawn under the Company's
Credit Agreement, offset by debt repayments of $30.0 million. In addition, debt
issuance fees of $0.9 million were paid in connection with the amendments made
to the Credit Agreement in December, 1998.

For the three months ended December 31, 1997, $13.1 million was used in
operating activities. The net loss adjusted for depreciation and amortization
and the extraordinary charge provided $6.1 million. The net change in working
capital used $19.2 million, with increases in accrued expenses, other
liabilities and deferred income and a decrease in other assets, which were
more than offset by decreases in accounts receivable, prepaid expenses and
other current assets and deferred charges. Investing activities required
$265.0 million due to acquisition-related expenditures and property and
equipment additions. Financing activities provided $278.7 million in the three
months ended December 31, 1997, of which $358.0 million was provided by
drawings under the Company's Credit Agreement, offset by repayments on former
bank facilities.

Capital expenditures were $9.1 million and $6.5 million during the three
months ended December 31, 1997 and 1998, respectively. During the three months
ended December 31, 1997, the purchase of additional personal computers and
expanded capabilities for the computer system accounted for the largest areas
of expenditure. During the three months ended December 31, 1998, the purchase
of audio visual equipment used in operations comprised the major portion of
capital expenditures.


YEAR 2000 COMPLIANCE

The Year 2000 Issue is the result of computer software and hardware, as well as
chips and processors embedded in various products ("Computer Applications"),
using two digits rather than four digits to define the applicable year.
Consequently, these Computer Applications may not be able to properly recognize
dates beginning with the year 2000 which could result in miscalculations or
system failures.

The Company's Computer Applications consist of both internal systems and systems
provided by third parties. The Company is in the process of examining and
testing its Computer Applications. Based on internal assessments completed to
date and upon third party representations, the Company believes that its
exposure to Year 2000 problems is not significant.

The Company has identified non-compliant systems in certain business units.
However, notwithstanding the Year 2000 Issue, the Company had planned to replace
those systems. The Company plans to achieve Year 2000 compliance across all
business lines by September 30, 1999 and is in the process of developing a
contingency plan in the event that it is not able to convert the non-compliant
systems in a timely manner. Such plan includes processing the affected
businesses temporarily on other existing Year 2000 compliant systems.

Although the Company believes that it will be able to resolve the Year 2000
Issue, there can be no assurance that the Company will identify all susceptible
systems or that systems provided by third parties will be Year 2000 compliant or
that any resulting Year 2000 Issues would not have an adverse effect on the
results of operations of the Company.

The Company has not incurred any significant costs to date that are specifically
attributable to resolving the Year 2000 issue and does not estimate the future
costs related to the resolution of this matter to be material.

                                                                           -12-
<PAGE>


                                    PART II

OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES

(a)  Not Applicable

(b)  Not Applicable

(c) The Company issued and sold the following unregistered securities during
    the three months ended December 31, 1998:

     1.  In October, 1998, the Company granted to one employee options to
         purchase an aggregate of 3,000 shares of Common Stock at an exercise
         price per share of $8.1875 pursuant to a stock option agreement under
         the Company's 1996 Stock Option Plan (the "1996 Option Plan"). Pursuant
         to the terms of such stock option agreement, one-third of such options
         vest and become exercisable in October, 1999; one-third of such options
         vest and become exercisable in October, 2000; and one-third of such
         options vest and become exercisable in October, 2001.

     2.  In November, 1998, the Company issued and sold an aggregate of 4,484 
         shares to Lois Jacobs, an employee of the Company, pursuant to the
         terms of her employment compensation arrangement with the Company.

     3.  In connection with the re-pricing of stock options that had been
         granted previously to non-executive employees of the Company, in
         December, 1998, the Company granted to approximately 300 non-executive 
         employees options to purchase an aggregate of approximately 650,000
         shares of Common Stock at an exercise price per share of $7.625
         pursuant to stock option agreements under the Company's 1996 Option
         Plan. Pursuant to the terms of the re-pricing program in respect of
         such options, all employees choosing to participate in such program
         were required to forfeit all stock options which had theretofore
         been granted to them under the 1996 Option Plan. Pursuant to the terms
         of the stock option agreements under which such stock options were
         granted, one-third of such re-priced options vest and become
         exercisable in December, 1999; one-third of such re-priced options
         vest and become exercisable in December, 2000; and one-third of such
         re-priced options vest and become exercisable in December, 2001.

     4.  In December, 1998, the Company granted to 25 employees options to
         purchase an aggregate of 642,500 shares of Common Stock at an
         exercise price per share of $7.625 pursuant to stock option
         agreements under the Company's 1996 Option Plan. Pursuant to
         the terms of such stock option agreements, one-third 

                                                                            -13-

<PAGE>

         of such options vest and become exercisable in December, 1999;
         one-third of such options vest and become exercisable in December,
         2000; and  one-third of such options vest and become exercisable in
         December,  2001.

     5.  In December, 1998, the Company granted to Christopher A. Sinclair, its
         President and Chief Executive Officer, options to purchase an aggregate
         of 600,000 shares of Common Stock. Of such options, 350,000 are
         exercisable at a price per share of $8.5625 and 250,000 are exercisable
         at a price per share of $15.00. Pursuant to the terms of the stock
         option agreements under which such options were granted, one-third of
         such options vest and become exercisable in December, 1999; one-third
         of such options vest and become exercisable in December, 2000; and
         one-third of such options vest and become exercisable in December,
         2001.

There were no underwriters employed in connection with any of the transactions
set forth above.

The transactions described above were effected in reliance upon an exemption
from the registration requirements of the securities Act of 1933, as amended,
on the basis that such transactions did not involve any public offering. The
recipients of securities in each such transaction represented their intentions
to acquire the securities for investment only and not with a view to sell or
offer for sale the securities in connection with any distribution thereof and
appropriate legends were affixed to the securities issued in such
transactions.

(d)   Not applicable.

                                                                           -14-
<PAGE>


ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits Required by Item 601 of Regulation S-K:

         3.1      Restated Certificate of Incorporation of the Company, filed 
                  March 15, 1996, with the Secretary of State of the State of 
                  Delaware (filed as Exhibit 3.1 to the Company's Quarterly 
                  Report on Form 10-Q for the three months ended March 31, 1996 
                  and incorporated herein by reference).

         3.2      Certificate of Amendment to the Restated Certificate of
                  Incorporation of the Company, filed March 30, 1998, with the
                  Secretary of State of the State of Delaware (filed as
                  Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q
                  for the quarterly period ended March 31, 1998 and
                  incorporated herein by reference). 

         3.3      Third Amended and Restated By-Laws of the Company.

        10.1      Second Amendment and Waiver, dated as of December 18, 1998,
                  to the Credit Agreement, dated as of October 28, 1997, among
                  the Company, Caribiner, Inc., the several lenders named
                  therein, The Chase Manhattan Bank, as Administrative Agent, 
                  and Merrill Lynch Capital Corporation, as Syndication Agent 
                  (schedules and exhibits omitted--the Company agrees to furnish
                  a copy of any schedule or exhibit to the Commission upon
                  request) (filed as Exhibit 10.14 to the Company's Annual
                  Report on Form 10-K for the fiscal year ended September 30, 
                  1998 and incorporated herein by reference).

         10.2     (a) Option Agreement, dated as of December 21, 1998, by and 
                      between the Company and Christopher A. Sinclair in
                      respect of the grant of options to purchase an aggregate 
                      of 350,000 shares of common stock.

                  (b) Option Agreement, dated as of December 21, 1998, by
                      and between the Company and Christopher A. Sinclair in
                      respect of the grant of options to purchase an aggregate 
                      of 250,000 shares of common stock.

                                                                           -15-
<PAGE>

(b)      Reports on Form 8-K:

                       None.

                                                                           -16-
<PAGE>


                                  SIGNATURES

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

                                       CARIBINER INTERNATIONAL, INC.
                                       (Registrant)

Date: February 12, 1999

                                       By: /s/ Robert F. Burlinson
                                          --------------------------------------
                                          Robert F. Burlinson
                                          Duly authorized officer of the 
                                          Registrant and Executive Vice
                                          President and Chief Financial Officer
                                          (Principal Financial and
                                          Accounting Officer)

                                                                           -17-
<PAGE>


                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
                                                                                Page Number
<S>      <C>                                                                    <C>
3.1      Restated Certificate of Incorporation of the Company, filed March 15,
         1996, with the Secretary of State of the State of Delaware (filed as
         Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
         three months ended March 31, 1996 and incorporated herein by
         reference).

3.2      Certificate of Amendment to the Restated Certificate of Incorporation
         of the Company, filed March 30, 1998, with the Secretary of State of
         the State of Delaware (filed as Exhibit 3.2 to the Company's
         Quarterly Report on Form 10-Q for the quarterly period ended March
         31, 1998 and incorporated herein by reference). 

3.3      Third Amended and Restated By-Laws of the Company.

10.1     Second Amendment and Waiver, dated as of December 18, 1998, to the 
         Credit Agreement, dated as of October 28, 1997, among the Company,
         Caribiner, Inc., the several lenders named therein, The Chase 
         Manhattan Bank, as Administrative Agent, and Merrill Lynch Capital 
         Corporation, as Syndication Agent (schedules and exhibits 

</TABLE>

                                                                           -18-
<PAGE>

         omitted--the Company agrees to furnish a copy of any schedule or 
         exhibit to the Commission upon request) (filed as Exhibit 10.14 to the 
         Company's Annual Report on Form 10-K for the fiscal year ended
         September 30, 1998 and incorporated herein by reference).

10.2     (a) Option Agreement, dated as of December 21, 1998, by and between 
             the Company and Christopher A. Sinclair in respect of the grant of
             options to purchase an aggregate of 350,000 shares of common stock.

         (b) Option Agreement, dated as of December 21, 1998, by and between
             the Company and Christopher A. Sinclair in respect of the grant of
             options to purchase an aggregate of 250,000 shares of common stock.

27.1     Financial Data Schedule.

                                                                            -19-