<PAGE>   1
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                       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


         (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, 1998

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
                  FROM                                               
                       ---------------------------------------------

                           COMMISSION FILE NO. 0-23311


                        AMERICAN PHYSICIAN PARTNERS, INC.
             (Exact name of registrant as specified in its charter)


                DELAWARE                                    75-2648089
        (State or other jurisdiction                      (I.R.S. Employer
           of incorporation or                             Identification)
              organization)


                             2301 NATIONSBANK PLAZA
                                 901 MAIN STREET
                               DALLAS, TEXAS 75202
          (Address of principal executive offices, including zip code)


                                 (214) 761-3100
              (Registrant's telephone number, including area code)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                Yes [ X ] No [ ]

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

<TABLE>
<CAPTION>

             Class                                 Outstanding at May 11, 1998
             -----                                 ---------------------------
  <S>                                              <C> 
  COMMON STOCK, $0.0001 PAR VALUE                      17,973,268  SHARES
</TABLE>


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<PAGE>   2


                        AMERICAN PHYSICIAN PARTNERS, INC.

                                    FORM 10-Q

                                      INDEX

<TABLE>
<CAPTION>

FORM 10-Q ITEM                                                                                                 PAGE
--------------                                                                                                 ----
PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

          <S>                                                                                                  <C>
                  Consolidated Balance Sheets as of March 31, 1998 (Unaudited) and December 31, 1997..........   1

                  Consolidated Statements of Income (Unaudited) for the three months
                  ended March 31, 1998 and 1997...............................................................   2

                  Consolidated Statements of Cash Flows (Unaudited) for the three months
                  ended March 31, 1998 and 1997...............................................................   3

                  Notes to Consolidated Financial Statements..................................................   4

         Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations ......   6

         Item 3.  Quantitative and Qualitative Disclosures About Market Risk .................................   9

PART II.  OTHER INFORMATION

         Item 1.  Legal Proceedings..........................................................................    9

         Item 2.  Changes in Securities.......................................................................   9

         Item 3.  Defaults Upon Securities....................................................................   9

         Item 4.  Submission of Matters to a Vote of Security Holders.........................................   9

         Item 5.  Other Information ..........................................................................   9

         Item 6.  Exhibits and Reports on Form 8-K............................................................   9

SIGNATURES....................................................................................................  10
</TABLE>


                                       2

<PAGE>   3




               AMERICAN PHYSICIAN PARTNERS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

                                     ASSETS
<TABLE>
<CAPTION>

                                                                 MARCH 31,   DECEMBER 31,
                                                                  1998           1997
                                                               ---------      ---------
                                                               (UNAUDITED)
CURRENT ASSETS:
<S>                                                            <C>            <C>      
   Cash and cash equivalents .............................     $   6,933      $   4,572
   Accounts receivable, net of allowances ................        29,314         21,398
   Due from affiliated practices .........................           282          3,651
   Other current assets ..................................         2,888          2,651
                                                               ---------      ---------
      Total current assets ...............................        39,417         32,272
PROPERTY AND EQUIPMENT, net of accumulated depreciation ..        30,200         22,395
INVESTMENTS IN JOINT VENTURES ............................         4,418          3,725
INTANGIBLE ASSETS, net ...................................        29,772           --
DEFERRED FINANCING COSTS .................................         2,296          2,395
OTHER ASSETS .............................................         1,109          1,979
                                                               ---------      ---------
      Total assets .......................................     $ 107,212      $  62,766
                                                               =========      =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Accounts payable and accrued expenses .................     $   9,254      $  12,689
   Accrued physician retention ...........................         5,470          4,330
   Accrued salaries and benefits .........................         2,146          1,514
   Due to joint ventures .................................         1,280            639
   Current portion of long-term debt .....................           821            858
   Current portion of capital lease obligations ..........         3,287          1,791
   Deferred income taxes .................................         4,447          6,124
   Other current liabilities .............................         1,457            651
                                                               ---------      ---------
      Total current liabilities ..........................        28,162         28,596
DEFERRED INCOME TAXES ....................................         1,694          3,872
LONG-TERM DEBT, net of current portion ...................        82,365         51,734
CAPITAL LEASE OBLIGATIONS, net of current portion ........         4,004          1,482
OTHER LIABILITIES ........................................           501            297
                                                               ---------      ---------
      Total liabilities ..................................       116,725         85,981

MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES ..........           768            820

STOCKHOLDERS' DEFICIT:
   Common stock ..........................................             2              2
   Additional paid-in capital ............................        (7,780)       (18,460)
   Accumulated deficit ...................................        (2,504)        (5,577)
                                                               ---------      ---------
      Total stockholders' deficit ........................       (10,282)       (24,035)
                                                               ---------      ---------
      Total liabilities and stockholders' deficit ........     $ 107,212      $  62,766
                                                               =========      =========
</TABLE>


                                       1


<PAGE>   4



               AMERICAN PHYSICIAN PARTNERS, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                        (IN THOUSANDS, EXCEPT SHARE DATA)


<TABLE>
<CAPTION>

                                                 FOR THE THREE MONTHS ENDED MARCH 31,
                                                     1998              1997
                                                 ------------      ------------
                                                           (UNAUDITED)
REVENUES:
<S>                                              <C>               <C>       
  Physician groups revenue, net ............     $     47,008      $       --
  Less: amounts retained by physician groups          (17,292)             --
                                                 ------------      ------------
       Service fee revenue .................           29,716              --

COSTS AND EXPENSES:
  Salaries and benefits ....................            9,368              --
  Practice supplies ........................            2,186              --
  Practice rent and lease expense ..........            2,360              --
  Other practice expenses ..................            5,343              --
  Corporate general and administrative .....            2,010               844
  Depreciation and amortization ............            2,472                 4
                                                 ------------      ------------
       Total costs and expenses ............           23,739               848
                                                 ------------      ------------

OPERATING INCOME (LOSS) ....................            5,977              (848)

OTHER EXPENSES:
  Interest expense, net ....................            1,400                32
                                                 ------------      ------------
       Total other expenses ................            1,400                32
                                                 ------------      ------------

INCOME (LOSS) BEFORE TAXES, MINORITY
INTERESTS IN CONSOLIDATED SUBSIDIARIES
AND EQUITY IN EARNINGS OF INVESTMENTS ......            4,577              (880)

EQUITY IN EARNINGS OF INVESTMENTS ..........              651              --

MINORITY INTERESTS IN INCOME OF
CONSOLIDATED SUBSIDIARIES ..................             (106)             --
                                                 ------------      ------------

INCOME (LOSS) BEFORE TAXES .................            5,122              (880)

INCOME TAX EXPENSE .........................           (2,049)             --
                                                 ------------      ------------

NET INCOME (LOSS) ..........................     $      3,073      $       (880)
                                                 ============      ============

NET INCOME (LOSS) PER COMMON SHARE
  Basic ....................................     $       0.17      $      (0.44)
  Diluted ..................................     $       0.16      $      (0.44)

WEIGHTED AVERAGE SHARES OUTSTANDING
  Basic ....................................       18,054,221         2,000,000
  Diluted ..................................       18,840,770         2,000,000
</TABLE>




                                       2

<PAGE>   5



               AMERICAN PHYSICIAN PARTNERS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>

                                                            FOR THE THREE MONTHS ENDED MARCH 31,
                                                                   1998          1997
                                                                 --------      --------
                                                                       (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                              <C>           <C>      
   Net income (loss) .......................................     $  3,073      $   (880)
   Adjustments to reconcile net income (loss) to net cash
      provided by (used in) operating activities --
      Minority interests ...................................          106          --
      Depreciation and amortization ........................        2,472             4
      Equity in earnings of investments ....................         (651)         --
      Changes in assets and liabilities- net of acquisitions
          Accounts receivable, net .........................       (2,269)         --
          Other receivables and other current assets .......        2,138          (584)
          Other noncurrent assets ..........................          302            (3)
          Accounts payable and accrued expenses ............       (6,603)          720
          Accrued salaries and benefits ....................          297          --
          Due to joint ventures ............................          484          --
          Other liabilities ................................        1,010          --
                                                                 --------      --------
             Net cash provided by (used in)
             operating activities ..........................          359          (743)
                                                                 --------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment .....................       (1,797)          (91)
   Cash paid for acquisitions ..............................      (26,054)         --
   Contributions to joint ventures .........................         (130)         --
   Distributions from joint ventures .......................           88          --
                                                                 --------      --------
             Net cash used in investing activities .........      (27,893)          (91)
                                                                 --------      --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of long-term debt ................       30,800          --
   Payments on long-term debt ..............................         (206)         --
   Payments on capital leases ..............................         (699)         --
                                                                 --------      --------
             Net cash provided by financing activities .....       29,895          --
                                                                 --------      --------

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS .......................................        2,361          (834)

CASH AND CASH EQUIVALENTS, beginning of period .............        4,572         2,491
                                                                 --------      --------

CASH AND CASH EQUIVALENTS, end of period ...................     $  6,933      $  1,657
                                                                 ========      ========
</TABLE>


                                       3
<PAGE>   6



               AMERICAN PHYSICIAN PARTNERS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

       The accompanying consolidated unaudited financial statements have been
prepared by American Physician Partners, Inc. (the "Company" or "APPM") pursuant
to the rules and regulations of the Securities and Exchange Commission, and
reflect all adjustments (all of which are of a normal recurring nature) which,
in the opinion of management, are necessary for a fair statement of the results
of the interim periods presented. These financial statements do not include all
disclosures associated with the annual financial statements and, accordingly,
should be read in conjunction with the attached Management's Discussion and
Analysis of Financial Condition and Results of Operations and the consolidated
financial statements and footnotes for the year ended December 31, 1997,
included in APPM's Form 10-K filed with the Securities and Exchange Commission
on March 31, 1998.

1.   BASIS OF PRESENTATION

      The consolidated financial statements have been prepared on the accrual
basis of accounting and include the accounts of the Company and its wholly-owned
subsidiaries. All intercompany accounts and transactions have been eliminated in
consolidation.

      The Company does not consolidate the operating results and accounts of the
physician practices with which it affiliates (the "Affiliated Practices"). For
display purposes, the Company has presented physician groups revenue and amounts
retained by physician groups in the accompanying consolidated statements of
income to arrive at the Company's service fee revenue.

Service Fee Revenue

      Service fee revenue represents physician groups revenue less amounts
retained by physician groups. The amounts retained by physician groups
represents amounts paid to the physicians pursuant to the service agreements
between the Company and the Affiliated Practices. Under the service agreements,
the Company provides each physician group with the facilities and equipment used
in its medical practice, assumes responsibility for the management of the
operations of the practice, and employs substantially all of the non-physician
personnel utilized by the group.

      The Company's service fee revenues are dependent upon the operating
results of the Affiliated Practices. Where state law allows, service fees due
under the service agreements are derived from two distinct revenue streams: (1)
a negotiated percentage (typically 20% to 30%) of the adjusted professional
revenues as defined in the service agreement; and (2) 100% of the adjusted
technical revenues as defined in the service agreements. In states where the law
requires a flat fee structure, the Company has negotiated a base service fee,
which is equal to the fair market value of the services provided under the
service agreement and which is renegotiated each year to equal the fair market
value of the services provided under the service agreement. The fixed fee
structure should result in the Company receiving substantially the same amount
of service fee as it would have received under its negotiated percentage fee
structure. The service fees received by the Company under either fee structure
provide the Company with a net profits or equivalent interest in the Affiliated
Practices and, as a result, the Company displays the revenues, net of amounts
retained by physicians, and expenses of the Affiliated Practices. Adjusted
professional revenues and adjusted technical revenues are determined by
deducting certain contractually agreed-upon expenses (non-physician salaries and
benefits, rent, depreciation, insurance, interest and other physician costs)
from physician groups revenue.

      Service fee revenue in the first quarter of 1998 consists of the following
(in thousands):

<TABLE>

<S>                                      <C>     
Professional component                   $  7,722
Technical component                        21,994
                                         --------
                                         $ 29,716
                                         ========
</TABLE>


                                       4
<PAGE>   7


2.   ACQUISITIONS AND PRACTICE AFFILIATIONS

      In January 1998, the Company announced its affiliation with Community
Radiology Associates, Inc., a ten-physician radiology practice based in
Rockville, Maryland. The Company also announced the acquisition of Community
Radiology Associates' seven imaging centers and the acquisition of four
independent imaging centers in the Greater Bay Area of Northern California. The
total consideration for these transactions was approximately $41,133,000
consisting of issuance of (or the obligation to issue) 1,019,018 shares of the
Company's common stock, cash and assumed debt. These transactions will be
accounted for under the purchase method.

3.   EARNINGS PER SHARE

      Net income (loss) per share (basic and diluted) were calculated using the
weighted average number of common shares outstanding during the period plus the
net additional number of shares which would be issuable upon the exercise of
stock options, assuming the Company used the proceeds received to purchase
additional shares at market value. The Company adopted Statement of Financial
Accounting Standards No. 128 ("SFAS 128"), "Earnings per Share," effective
December 15, 1997. SFAS 128 requires that the calculation of basic earnings per
share be calculated by dividing net income by the weighted average number of
shares of common stock outstanding during the period and diluted earnings per
common share be calculated using the weighted average number of shares of common
stock and common stock equivalents. As required, the Company reported earnings
per share in accordance with SFAS 128.

4.   SUBSEQUENT EVENTS

      In April 1998, the Company announced its affiliation with Radiology
Imaging Associates, Inc., an eight-physician radiology practice based in Fort
Pierce, Florida. The total consideration for this transaction was approximately
$11,800,000 consisting of the issuance of 433,662 shares of the Company's common
stock, cash and assumed debt. This transaction will be accounted for under the
purchase method.



                                       5

<PAGE>   8



ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
                  AND RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS)

         The following discussion of the results of operations and financial
condition of the Company should be read in conjunction with the Company's
consolidated financial statements and notes thereto included in the Annual
Report on Form 10-K for the year ended December 31, 1997, and with the
consolidated financial statements included in this Form 10-Q.

OVERVIEW

         American Physician Partners, Inc. ("APPM" or the "Company") is a
leading provider of physician practice management services to radiology
practices. The Company's focus is on the development, consolidation and
management of integrated radiology and imaging center networks. As of May 12,
1998, APPM provided management services to nine Affiliated Practices consisting
of 241 physicians practicing at 47 hospitals and 70 owned, operated or managed
diagnostic imaging centers ("ICs") in California, Florida, Kansas, Maryland, New
York and Texas. The Company provides Affiliated Practices with the capital
resources and expertise to invest in new technologies, complete consolidating
acquisitions, implement sophisticated management information systems, promote
efficient practice patterns, develop coordinated marketing efforts and realize
purchasing economies of scale.

RESULTS OF OPERATIONS

Three Months Ended March 31, 1998

      The Company conducted no significant operations before its initial public
offering ("IPO") in November 1997 when the Company acquired the tangible and
intangible non-medical assets and certain liabilities, and entered into service
agreements with seven radiology practices (the "Founding Affiliated Practices").
The acquisitions that occurred simultaneously with the IPO are referred to 
herein as the "Reorganizations". As a result, the Company's comparative 
first-quarter 1997 results are not meaningful.

Service Fee Revenue

      The Company generated service fee revenue of $29,716 for the three months
ended March 31, 1998. There was no service fee revenue generated during the same
period ended March 31, 1997.

Salaries and Benefits

      Salaries and benefits for the three months ended March 31, 1998, were
$9,368. Salaries and benefits include certain costs of non-physician clinical
employee expenses paid by the Company pursuant to the terms of the service
agreements. The percentage of salaries and benefits to total service fee revenue
was 31.5% for the three months ended March 31, 1998.

Practice Supplies

      Practice supplies expenses for the three months ended March 31, 1998, were
$2,186. Practice supplies expenses include costs of film, contrast and other 
related supplies paid by the Company pursuant to the terms of the service
agreements. The percentage of practice supplies expenses to total service fee
revenue was 7.4% for the three months ended March 31, 1998.

Practice Rent and Lease Expense

      Practice rent and lease expenses for the three months ended March 31,
1998, were $2,360. Practice rent and lease expenses include costs of the
facilities used to provide the medical services and lease costs for equipment
used in the performance of certain medical procedures. The percentage of
practice rent and lease expenses to total service fee revenue was 7.9% for the
three months ended March 31, 1998. 



                                       6
<PAGE>   9

Other Practice Expenses

      Other practice expenses for the three months ended March 31, 1998, were
$5,343. Other practice expenses include all other costs associated with the
maintenance and continued operation of the Affiliated Practices. The percentage
of other practice expenses to total service fee revenue was 18.0% for the three
months ended March 31, 1998.

Corporate General and Administrative

      Corporate general and administrative expenses for the three months ended
March 31, 1998, were $2,010 compared to $844 for the three months ended March
31, 1997 representing an increase of $1,166 or 138.2%. The percentage of
corporate general and administrative expenses to total service fee revenue was
6.8% for the three months ended March 31, 1998. Corporate general and
administrative expenses increased due to the continued building of the Company's
infrastructure prior to and following its IPO.

Depreciation and Amortization

      Depreciation and amortization expenses for the three months ended March
31, 1998, were $2,472 compared to $4 for the three months ended March 31, 1997
representing an increase of $2,468. The percentage of depreciation and
amortization expenses to total service fee revenue was 8.3% for the three months
ended March 31, 1998. Depreciation and amortization expenses increased from the
1997 amount due to the Reorganizations and the subsequent acquisitions completed
in the first quarter of 1998.

Interest Expense

      Interest expense for the three months ended March 31, 1998, was $1,400
compared to $32 for the three months ended March 31, 1997 representing an
increase of $1,368. The percentage of interest expense to total service fee
revenue was 4.7% for the three months ended March 31, 1998. Interest expense
increased due the cost of borrowings under the Company's $115 million credit
facility (the "Credit Facility") entered into on November 26, 1997, the 
assumption of certain indebtedness of the Founding Affiliated Practices in
connection with the Reorganizations and certain capital lease obligations.

Income Taxes

      Income taxes were provided on the taxable income of the Company for
federal and state reporting purposes using the applicable effective rates. The
Company did not recognize any income tax benefit for the operating losses
incurred in prior periods. The Company will recognize these benefits in future
periods.

Net Income

     As a result of the foregoing factors, the Company generated a net income of
$3,073 for the three months ended March 31, 1998, or diluted income per share of
$0.16 on 18,841,000 shares outstanding, compared to a net loss of $880 for the
three months ended March 31, 1997, or diluted loss per share of $(0.44) on
2,000,000 shares outstanding.

Three Months Ended March 31, 1997

      Prior to November 26, 1997, the Company had no revenue while incurring
corporate overhead expenses associated with building its management
infrastructure. As a result, the Company's comparative first-quarter 1997
results are not meaningful.

Liquidity and Capital Resources

      Net cash from operations for the three months ended March 31, 1998, was
$359. Net cash from operations includes a use of cash in the amount of $3,400
for deferred income taxes as a result of the conversion of the Founding
Affiliated Practices from cash basis to accrual basis. The Company files a
consolidated annual return on the accrual basis. The 



                                       7
<PAGE>   10

Company also experienced an increase in its accounts receivable due to the time
required to obtain new Medicare provider numbers for several of the Founding
Affiliated Practices. The Company was successful in obtaining the required
provider numbers in the latter half of the first quarter.

      Net cash used in investing activities for the three months ended March 31,
1998, was $27,893. During the three months ended March 31,1998, the Company
expended $26,054 in consideration for acquisitions. These expenditures were
funded primarily from borrowings under the Company's Credit Facility.

      Net cash flows from financing activities for the three months ended March
31, 1998, were $29,895. Borrowings during the three months ended March 31,
1998, under the Credit Facility were $30,800 and were used to finance the 
Company's ongoing development activities, the acquisition of equipment and for
working capital purposes.

      Under the terms of the Credit Facility dated November 26, 1997, the
Company may borrow, repay and reborrow amounts during the first three years of
the Credit Facility. Amounts outstanding under the Credit Facility at the end of
three years are required to be repaid in quarterly installments of varying
amounts commencing September 30, 2000. The Credit Facility expires and all loans
thereunder mature on the sixth anniversary of the closing date of the Credit
Facility. Borrowings under the Credit Facility at any time may not exceed the
lesser of $115.0 million or 2.75 times the consolidated EBITDA of the Company
giving pro forma effect to acquisitions made with such borrowings. At March 31,
1998, the Company was eligible to borrow up to $115.0 million under the Credit
Facility, and the Company had outstanding borrowings of $80.4 million under the
Credit Facility. At the Company's option, the interest rate is (i) an adjusted
LIBOR rate plus an applicable margin which can vary from 1.0% to 1.75% dependent
on certain financial ratios or (ii) the prime rate plus an applicable margin
which can vary from 0% to 0.75%. In each case the applicable margin varies based
on financial ratios maintained by the Company. The Credit Facility includes
certain restrictive covenants including prohibitions on the payment of dividends
and the maintenance of certain financial ratios (including minimum debt-service
coverage and maximum debt-to-EBITDA coverage, as defined). Borrowings under the
Credit Facility are secured by all service agreements of which the Company is or
becomes a party and a pledge of the stock of the Company's subsidiaries.
Approximately $21.5 million of borrowings under the Credit Facility were used to
pay a portion of the cash portion due pursuant to the Reorganizations.

      On April 13, 1998, the Company announced that it planned to make a private
offering of $100.0 million aggregate principal amount of Senior Subordinated
Notes Due 2008 (the "Notes") to certain initial purchasers who will resell the
Notes in reliance on the exemption from registration contained in Rule 144A
under the Securities Act of 1933, as amended.

      On May 12, 1998, the Company announced that it received a firm commitment
from its existing group of lenders to increase its Credit Facility to $160 
million from the current $115 million. Closing is conditioned upon execution of
an amended credit agreement, which is anticipated before the end of May 1998. As
a result, the Company has elected not to pursue the previously announced private
offering of Notes.

      The Company anticipates that funds generated from operations, cash and
cash equivalents, and funds available under the Credit Facility will be
sufficient to meet the Company's working capital requirements and debt
obligations and to finance any necessary capital expenditures at least through
the end of 1998. Expansion of the Company's business through acquisitions may
require additional funds, which, to the extent not provided by
internally-generated sources, cash, and the Credit Facility, would require the
Company to seek additional debt or equity financing.

Forward-Looking Statements

      This report contains or may contain forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934 including
statements of the Company's and management's expectations, intentions, plans and
beliefs, including those contained in or implied by "Management's Discussion and
Analysis of Financial Condition and Results of Operations." These
forward-looking statements, as defined in Section 21E of the Securities Exchange
Act of 1934, are dependent on certain events, risks and uncertainties that may
be outside of the Company's control. These forward-looking statements may
include statements of management's plans and objectives for the Company's future
operations and statements of future economic performance; the Company's capital
budget and future 



                                       8
<PAGE>   11


capital requirements, and the Company's meeting its future capital needs; and
the assumptions described in this report underlying such forward-looking
statements. Actual results and developments could differ materially from those
expressed in or implied by such statements due to a number of factors,
including, without limitation, those described in the context of such
forward-looking statements.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's exposure to market risk for changes in interest rates
relates primarily to the Company's cash equivalents and its Credit Facility.

                           PART II: OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

      The Company is a party to one suit relating to services provided by a
Founding Affiliated Practice. There can be no assurances that additional claims
will not be asserted against the Company in the future. The Company became
subject to certain pending claims as the result of successor liability in
connection with the acquisition of the Founding Affiliated Practices; however,
the Company believes that the ultimate resolution of such claims will not have a
material adverse effect on the business, financial condition or results of
operations of the Company.

      There can be no assurance that the Company will not subsequently be named
as a defendant in additional lawsuits. Each existing Affiliated Practice has
retained responsibility for, and agreed to indemnify the Company in full
against, the liabilities associated with these lawsuits. In the event the
Company is subsequently added as a party in any of these lawsuits, or a monetary
judgment is entered against the Company and indemnification is unavailable for
any reason, the Company's business, financial condition and results of
operations could be materially adversely affected.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

      Not Applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

      Not Applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      Not Applicable

ITEM 5.  OTHER INFORMATION

      Not Applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

   (a)    Exhibits.  See Index to Exhibits following signatures.
   (b)  Reports on Form 8-K

      Form 8-K, dated April 13, 1998, American Physician Partners, Inc. (the
"Company") announced that it planned to make a private offering of $100.0
million aggregate principal amount of Senior Subordinated Notes Due 2008 (the
"Notes") to certain initial purchasers who will resell the Notes in reliance on
the exemption from registration contained in Rule 144A under the Securities Act
of 1933, as amended (the "Act").


                                       9
<PAGE>   12


                                   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.


                                             AMERICAN PHYSICIAN PARTNERS,INC.


Date: May 15, 1998                              /s/ GREGORY L. SOLOMON
                                                ----------------------
                                                Gregory L. Solomon
                                                President, Chief Executive 
                                                Officer, and Director (Principal
                                                 Executive Officer)

Date: May 15, 1998                              /s/ SAMI S. ABBASI
                                                ------------------
                                                Sami S. Abbasi
                                                Senior Vice  President and Chief
                                                Financial Officer
                                                (Principal Financial Officer)


Date: May 15, 1998                              /s/ DAVID W. YOUNG
                                                ------------------
                                                David W. Young
                                                Controller
                                                (Principal Accounting Officer)



                                       10
<PAGE>   13

                                INDEX TO EXHIBITS


     EXHIBIT                         DESCRIPTION
      NUMBER                         -----------
     --------
           2.1 Agreement and Plan of Reorganization and Merger, dated June 27,
               1997 by and among American Physician Partners, Inc., Carroll
               Imaging Associates, P.A., Diagnostic Imaging Associates, P.A.,
               Drs. Copeland, Hyman and Shackman, P.A., Drs. Decarlo, Lyon,
               Hearn & Pazourek, P.A., Drs. Thomas, Wallop, Kim & Lewis, P.A.,
               Harbor Radiologists, P.A., and Perilla, Syndler & Associates,
               P.A. **

           2.2 Agreement and Plan of Reorganization and Merger, dated June 27,
               1997 by and between American Physician Partners, Inc., Radiology
               and Nuclear Medicine, A Professional Association. **

           2.3 Agreement and Plan of Reorganization and Merger, dated June 27,
               1997 by and between American Physician Partners, Inc., and Mid
               Rockland Imaging Associates, P.C.**

           2.4 Agreement and Plan of Reorganization and Merger, dated June 27,
               1997 by and between American Physician Partners, Inc., and
               Rockland Radiological Group, P.C.**

           2.5 Agreement and Plan of Reorganization and Merger, dated June 27,
               1997 by and between American Physician Partners, Inc., and
               Advanced Imaging of Orange County, P.C. **

           2.6 Agreement and Plan of Reorganization and Merger, dated June 27,
               1997 by and between American Physician Partners, Inc., and
               Central Imaging Associates, P.C. **

           2.7 Agreement and Plan of Reorganization and Merger, dated June 27,
               1997 by and between American Physician Partners, Inc., and Nyack
               Magnetic Resonance Imaging, P.C. **

           2.8 Agreement and Plan of Reorganization and Merger, dated June 27,
               1997 by and between American Physician Partners, Inc., and Pelham
               Imaging Associates, P.C. **

           2.9 Agreement and Plan of Reorganization and Merger, dated June 27,
               1997 by and between American Physician Partners, Inc., and
               Women's Imaging Consultants, P.C. **

          2.10 Agreement and Plan of Reorganization and Merger, dated June 27,
               1997 by and between American Physician Partners, Inc., and
               Pacific Imaging Consultants, A Medical Group, Inc. **

          2.11 Agreement and Plan of Reorganization and Merger, dated June 27,
               1997 by and between American Physician Partners, Inc., and Total
               Medical Imaging, Inc.**

          2.12 Agreement and Plan of Reorganization and Merger, dated June 27,
               1997 by and between American Physician Partners, Inc., and Valley
               Radiologists Medical Group, Inc. **

          2.13 Agreement and Plan of Reorganization and Merger, dated June 27,
               1997 by and between American Physician Partners, Inc., and The
               Ide Group, P.C. **

          2.14 Agreement and Plan of Reorganization and Merger, dated June 27,
               1997 by and between American Physician Partners, Inc., and M&S
               X-Ray Associates, P.A. **

          2.15 Agreement and Plan of Reorganization and Merger, dated June 27,
               1997 by and between American Physician Partners, Inc., and South
               Texas MR, Inc. **

          2.16 Agreement and Plan of Reorganization and Merger, dated June 27,
               1997 by and between American Physician Partners, Inc., and San
               Antonio MR, Inc. **

          2.17 Agreement and Plan of Exchange, dated June 27, 1997 by and among
               American Physician Partners, Inc., Lexington MR, Ltd. and the
               Sellers **

          2.18 Agreement and Plan of Exchange, dated June 27, 1997 by and among
               American Physician Partners, Inc., Madison Square Joint Venture
               and the Sellers **

          2.19 Agreement and Plan of Exchange, dated June 27, 1997 by and among
               American Physician Partners, Inc., South Texas No. 1 MRI Limited
               Partnership, a Texas limited partnership, and the Sellers **

          2.20 Agreement and Plan of Exchange, dated June 27, 1997 by and among
               American Physician Partners, Inc., San Antonio MRI Partnership
               No. 2 Ltd., a Texas limited partnership, and the Sellers **

          2.21 Agreement and Plan of Exchange, dated June 27, 1997 by and
               between American Physician Partners, Inc., and the Sellers **


<PAGE>   14
       EXHIBIT
       NUMBER                         DESCRIPTION
       -------                        -----------

          2.22 Amendment No. 1 to the Agreement and Plan of Reorganization and
               Merger, dated as of September 30, 1997, by and among American
               Physician Partners, Inc., Carroll Imaging Associates, P.A.,
               Diagnostic Imaging Associates, P.A., Drs. Thomas, Wallop, Kim &
               Lewis, P.A., Drs. Copeland, Hyman & Shackman, P.A., Drs. DeCarlo,
               Lyon, Hearn & Pazourek, P.A., Harbor Radiologists, P.A., and
               Perilla, Sindler & Associates, P.A.**

          2.23 Amendment No. 1 to the Agreement and Plan of Reorganization and
               Merger, dated as of September 30, 1997, by and between American
               Physician Partners, Inc., and Radiology and Nuclear Medicine, A
               Professional Association.**

          2.24 Amendment No. 1 to the Agreement and Plan of Reorganization and
               Merger, dated as of September 30, 1997, by and between American
               Physician Partners, Inc., and Mid Rockland Imaging Associates,
               P.C.**

          2.25 Amendment No. 1 to the Agreement and Plan of Reorganization and
               Merger, dated as of September 30, 1997, by and between American
               Physician Partners, Inc., and Rockland Radiological Group, P.C.**

          2.26 Amendment No. 1 to the Agreement and Plan of Reorganization and
               Merger, dated as of September 30, 1997, by and between American
               Physician Partners, Inc., and Advanced Imaging of Orange County,
               P.C.**

          2.27 Amendment No. 1 to the Agreement and Plan of Reorganization and
               Merger, dated as of September 30, 1997, by and between American
               Physician Partners, Inc., and Central Imaging Associates, P.C.**

          2.28 Amendment No. 1 to the Agreement and Plan of Reorganization and
               Merger, dated as of September 30, 1997, by and between American
               Physician Partners, Inc., and Nyack Magnetic Resonance Imaging,
               P.C.**

          2.29 Amendment No. 1 to the Agreement and Plan of Reorganization and
               Merger, dated as of September 30, 1997, by and between American
               Physician Partners, Inc., and Pelham Imaging Associates, P.C.**

          2.30 Amendment No. 1 to the Agreement and Plan of Reorganization and
               Merger, dated as of September 30, 1997, by and between American
               Physician Partners, Inc., and Women's Imaging Consultants, P.C.**

          2.31 Amendment No. 1 to the Agreement and Plan of Reorganization and
               Merger, dated as of September 30, 1997, by and between American
               Physician Partners, Inc., and Pacific Imaging Consultants, A
               Medical Group, Inc.**

          2.32 Amendment No. 1 to the Agreement and Plan of Reorganization and
               Merger, dated as of September 30, 1997, by and between American
               Physician Partners, Inc., and Total Medical Imaging, Inc.**

          2.33 Amendment No. 1 to the Agreement and Plan of Reorganization and
               Merger, dated as of September 30, 1997, by and between American
               Physician Partners, Inc., and Valley Radiologists Medical Group,
               Inc.**

          2.34 Amendment No. 1 to the Agreement and Plan of Reorganization and
               Merger, dated as of September 30, 1997, by and between American
               Physician Partners, Inc., and The Ide Group, P.C.**

          2.35 Amendment No. 1 to the Agreement and Plan of Reorganization and
               Merger, dated as of September 30, 1997, by and between American
               Physician Partners, Inc., and M & S X-Ray Associates, P.A.**

          2.36 Amendment No. 1 to the Agreement and Plan of Reorganization and
               Merger, dated as of September 30, 1997, by and between American
               Physician Partners, Inc., and South Texas MR, Inc.**

          2.37 Amendment No. 1 to the Agreement and Plan of Reorganization and
               Merger, dated as of September 30, 1997, by and between American
               Physician Partners, Inc., and San Antonio MR, Inc.**

          2.38 Amendment No. 1 to the Agreement and Plan of Exchange, dated
               September 30, 1997, by and between American Physician Partners,
               Inc., and Lexington MR, Ltd.**

          2.39 Amendment No. 1 to the Agreement and Plan of Exchange, dated
               September 30, 1997, by and between American Physician Partners,
               Inc., and Madison Square Joint Venture.**

          2.40 Amendment No. 1 to the Agreement and Plan of Exchange, dated
               September 30, 1997, by and between American Physician Partners,
               Inc., and South Texas No. 1 MRI Limited Partnership.**

          2.41 Amendment No. 1 to the Agreement and Plan of Exchange, dated
               September 30, 1997, by and between American Physician Partners,
               Inc., and San Antonio MRI Partnership No. 2, Ltd.**

          2.42 Asset Purchase Agreement, dated as of January 1, 1998, by and
               among American Physician Partners, Inc., Community Radiology
               Associates, Inc., Drs. Korsower and Pion Radiology, P.A., and the
               Principal Stockholders *

          2.43 Asset Purchase Agreement, dated as of January 12, 1998, by and
               among American Physician Partners, Inc., Valley Imaging Partners,
               Inc., Questar Imaging, Inc. and Questar Imaging VR, Inc. *

          2.44 Asset Purchase Agreement, dated as of January 23, 1998, by and
               among American Physician Partners, Inc., Valley Imaging Partners,
               Inc., PAL Imaging Corp. and the Principal Stockholders *




<PAGE>   15
      EXHIBIT
      NUMBER                         DESCRIPTION
      -------                        -----------

          3.2  Amended and Restated Bylaws of American Physician Partners,
               Inc.***

          4.1  Form of certificate evidencing ownership of Common Stock of
               American Physician Partners, Inc.***

          4.2  Form of Convertible Promissory Note of American Physician
               Partners, Inc.**

         10.1  American Physician Partners, Inc. 1996 Stock Option Plan **

         10.2  Employment Agreement between American Physician Partners, Inc.
               and Gregory L. Solomon **

         10.3  Employment Agreement between American Physician Partners, Inc.
               and Mark S. Martin **

         10.4  Employment Agreement between American Physician Partners, Inc.
               and Sami S. Abbasi **

         10.5  Employment Agreement between American Physician Partners, Inc.
               and Paul M. Jolas **

         10.6  Form of Indemnification Agreement for certain Directors and
               Officers ***

         10.7  Form of Registration Rights Agreement **

         10.8  Service Agreement dated November 26, 1997, by and among American
               Physician Partners, Inc., APPI-Advanced Radiology, Inc. and
               Carroll Imaging Associates, P.A., Diagnostic Imaging Associates,
               P.A., Drs. Thomas, Wallop, Kim & Lewis, P.A., Drs. Copeland,
               Hyman and Shackman, P.A., Drs. Decarlo, Lyon, Hearn & Pazourek,
               P.A., Harbor Radiologists, P.A., Perilla, Sindler & Associates,
               P.A.**

         10.9  Service Agreement dated November 26, 1997, by and among American
               Physician Partners, Inc., Ide Admin Corp. and Ide Imaging Group,
               P.C.**

         10.10 Service Agreement dated November 26, 1997, by and among American
               Physician Partners, Inc., M & S X-Ray Associates, P.A. and M&S
               Imaging Associates, P.A.**

         10.11 Service Agreement dated November 26, 1997, by and among American
               Physician Partners, Inc., Rockland Radiological Group, P.C. and
               The Greater Rockland Radiological Group, P.C.**

         10.12 Service Agreement dated November 26, 1997, by and among American
               Physician Partners, Inc., Advanced Imaging of Orange County, P.C.
               and The Greater Rockland Radiological Group, P.C.**

         10.13 Service Agreement dated November 26, 1997, by and among American
               Physician Partners, Inc., Central Imaging Associates, P.C. and
               The Greater Rockland Radiological Group, P.C.**

         10.14 Service Agreement dated November 26, 1997, by and among American
               Physician Partners, Inc., Nyack Magnetic Resonance Imaging, P.C.
               and The Greater Rockland Radiological Group, P.C.**

         10.15 Service Agreement dated November 26, 1997, by and among American
               Physician Partners, Inc., Pelham Imaging Associates, P.C. and The
               Greater Rockland Radiological Group, P.C.**

         10.16 Service Agreement dated November 26, 1997, by and among American
               Physician Partners, Inc., Women's Imaging Consultants, P.C. and
               The Greater Rockland Radiological Group, P.C.**

         10.17 Service Agreement dated November 26, 1997, by and among American
               Physician Partners, Inc., APPI-Pacific Imaging Inc. and PIC
               Medical Group, Inc.**

         10.18 Service Agreement dated November 26, 1997, by and among American
               Physician Partners, Inc., Radiology and Nuclear Medicine, a
               Professional Association and RNM L.L.C.**

         10.19 Service Agreement dated November 26, 1997, by and among American
               Physician Partners, Inc., APPI-Valley Radiology, Inc. and Valley
               Radiology Medical Associates, Inc.**

         10.20 Consulting Agreement between American Physician Partners, Inc.
               and Michael L. Sherman, M.D.***

         10.21 Office Building Lease Agreement between Dallas Main Center
               Limited Partnership and American Physician Partners, Inc.***

         10.22 First Amendment to Office Building Lease Agreement between Dallas
               Main Center Limited Partnership and American Physician Partners,
               Inc.***

         10.23 Credit Agreement by and among American Physician Partners, Inc.,
               GE Capital Corporation and the other credit parties signatory
               thereto.***

         10.24 Consulting Agreement between American Physician Partners, Inc.
               and Lawrence R. Muroff, M.D.***

         10.25 Side Letter dated November 12, 1997 by and between American
               Physician Partners, Inc. and Lawrence Muroff, M.D.***

         10.26 Side Letter dated November 12, 1997 by and between American
               Physician Partners, Inc. and Mark Martin.***

         10.27 Side Letter dated November 12, 1997 by and between American
               Physician Partners, Inc. and Sami Abbasi.***

         10.28 Side Letter dated November 12, 1997 by and between American
               Physician Partners, Inc. and Gregory L. Solomon.***

         10.29 First Amendment to Consulting Agreement between American
               Physician Partners, Inc. and Lawrence R. Muroff, M.D.***


               
<PAGE>   16
<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                         DESCRIPTION
       -------                        -----------
         <S>   <C>
         10.30 Side Letter dated November 12, 1997 by and between American
               Physician Partners, Inc. and Michael Sherman, M.D.***

         10.31 Side Letter dated November 12, 1997 by and between American
               Physician Partners, Inc. and Paul M. Jolas.***

         10.32 Side Letter dated November 12, 1997 by and between American
               Physician Partners, Inc. and Derace Schaffer, M.D.***

         10.33 Side Letter dated November 12, 1997 by and between American
               Physician Partners, Inc. and John Pappajohn.***

         10.34 Side Letter dated November 12, 1997 by and between American
               Physician Partners, Inc. and Mary Pappajohn.***

         10.35 Side Letter dated November 12, 1997 by and between American
               Physician Partners, Inc. and Thebes Ltd.***

         10.36 Side Letter dated November 12, 1997 by and between American
               Physician Partners, Inc. and Halkis Ltd.***

         10.37 Service Agreement dated January 1, 1998, by and among American
               Physician Partners, Inc., Community Imaging Partners, Inc.,
               Community Radiology Associates, Inc. and Drs. Korsower and Pion
               Radiology, P.A. *

         11.1  Statement re: computation of per share earnings * 

         27    Financial Data Schedule *
</TABLE>

--------------
*        File herewith.

**       Incorporated by reference to the corresponding Exhibit number to the 
         Registrant's Registration Statement No. 333-31611 on Form S-4.

***      Incorporated by reference to the corresponding Exhibit number to the 
         Registrant's Registration Statement No. 333-30205 on Form S-1.