<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
                  JUNE 30, 1999

         [ ]      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                                 (I.R.S. Employer
          jurisdiction of                                  Identification)
         incorporation or
           organization)

                                2200 ROSS AVENUE
                                3600 CHASE TOWER
                               DALLAS, TEXAS 75201
          (Address of principal executive offices, including zip code)

                                 (214) 303-2776
              (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 August 11, 1999
                    -----                       ------------------------------
<S>                                                     <C>
     COMMON STOCK, $0.0001 PAR VALUE                    19,312,213  SHARES
</TABLE>


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<PAGE>   2


                        AMERICAN PHYSICIAN PARTNERS, INC.

                                    FORM 10-Q

                                      INDEX

<TABLE>
<CAPTION>
FORM 10-Q ITEM                                                                                                 PAGE
--------------                                                                                                 ----
<S>                                                                                                            <C>
PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Consolidated Balance Sheets as of June 30, 1999 (Unaudited) and December 31, 1998...........   1

                  Consolidated Statements of Income (Unaudited) for the three months and six months
                  ended June 30, 1999 and 1998................................................................   2

                  Consolidated Statements of Cash Flows (Unaudited) for the three months and six months
                  ended June 30, 1999 and 1998................................................................   3

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

         Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations ......   8

         Item 3.  Quantitative and Qualitative Disclosures About Market Risk .................................  14

PART II.  OTHER INFORMATION

         Item 1.  Legal Proceedings..........................................................................   15

         Item 2.  Changes in Securities.......................................................................  15

         Item 3.  Defaults Upon Securities....................................................................  15

         Item 4.  Submission of Matters to a Vote of Security Holders.........................................  15

         Item 5.  Other Information ..........................................................................  16

         Item 6.  Exhibits and Reports on Form 8-K............................................................  16

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

<PAGE>   3


               AMERICAN PHYSICIAN PARTNERS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                     ASSETS
                                                                    JUNE 30,     DECEMBER 31,
                                                                     1999           1998
                                                                  -----------     ---------
                                                                  (UNAUDITED)
<S>                                                                <C>            <C>
CURRENT ASSETS:
   Cash and cash equivalents .................................     $   3,291      $   6,485
   Accounts receivable, net of allowances ....................        49,285         36,789
   Due from affiliated practices .............................         1,982          1,412
   Other current assets ......................................         2,929          2,835
                                                                   ---------      ---------
      Total current assets ...................................        57,487         47,521
PROPERTY AND EQUIPMENT, net of accumulated depreciation ......        51,359         37,002
INVESTMENTS IN JOINT VENTURES ................................         6,591          5,424
INTANGIBLE ASSETS, net .......................................        65,839         61,119
DEFERRED FINANCING COSTS, net ................................         3,159          3,408
OTHER ASSETS .................................................           112          2,165
                                                                   ---------      ---------
      Total assets ...........................................     $ 184,547      $ 156,639
                                                                   =========      =========

                       LIABILITES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued expenses .....................     $   9,361      $  13,884
   Accrued physician retention ...............................         7,120          6,319
   Accrued salaries and benefits .............................         5,670          3,893
   Current portion of long-term debt .........................         1,125            840
   Current portion of capital lease obligations ..............         1,723          1,677
   Deferred income taxes .....................................           617            636
   Other current liabilities .................................           345            894
                                                                   ---------      ---------
      Total current liabilities ..............................        25,961         28,143
DEFERRED INCOME TAXES ........................................         2,406          2,406
LONG-TERM DEBT, net of current portion .......................       134,630        113,807
CAPITAL LEASE OBLIGATIONS, net of current portion ............         4,370          3,887
OTHER LIABILITIES ............................................           167            243
                                                                   ---------      ---------
      Total liabilities ......................................       167,534        148,486

MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES ..............         1,490          1,107

STOCKHOLDERS' EQUITY:
   Common stock ..............................................             2              2
   Additional paid-in capital ................................          (605)          (910)
   Retained earnings .........................................        16,126          7,954
                                                                   ---------      ---------
      Total stockholders' equity .............................        15,523          7,046
                                                                   ---------      ---------
      Total liabilities and stockholders' equity .............     $ 184,547      $ 156,639
                                                                   =========      =========
</TABLE>



                                       1

<PAGE>   4

               AMERICAN PHYSICIAN PARTNERS, INC. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                               FOR THE THREE MONTHS          FOR THE SIX MONTHS
                                                   ENDED JUNE 30,              ENDED JUNE 30,
                                                 1999          1998          1999         1998
                                               --------      --------      --------      --------
                                                                   (UNAUDITED)
<S>                                            <C>           <C>           <C>           <C>
SERVICE  FEE REVENUE .....................     $ 42,751      $ 33,556      $ 81,946      $ 63,272

COSTS AND EXPENSES:
  Salaries and benefits ..................       12,780        10,342        24,623        19,709
  Practice supplies ......................        2,838         1,971         5,319         4,157
  Practice rent and lease expenses .......        3,738         3,167         7,561         5,527
  Other practice expenses ................        7,646         6,061        14,318        11,404
  Corporate general and administrative ...        2,664         2,429         5,293         4,440
  Depreciation and amortization ..........        4,244         2,907         7,856         5,379
  Interest expense, net ..................        2,574         1,688         4,913         3,088
                                               --------      --------      --------      --------
     Total costs and expenses ............       36,484        28,565        69,883        53,704
                                               --------      --------      --------      --------

INCOME BEFORE TAXES, MINORITY
INTERESTS IN CONSOLIDATED SUBSIDIARIES
AND EQUITY IN EARNINGS OF INVESTMENTS ....        6,267         4,991        12,063         9,568

EQUITY IN EARNINGS OF INVESTMENTS ........          883           596         1,556         1,247

MINORITY INTERESTS IN INCOME OF
CONSOLIDATED SUBSIDIARIES ................         (230)         (117)         (435)         (223)
                                               --------      --------      --------      --------

INCOME BEFORE TAXES ......................        6,920         5,470        13,184        10,592

INCOME TAX EXPENSE .......................        2,632         2,079         5,012         4,128
                                               --------      --------      --------      --------

NET INCOME ...............................     $  4,288      $  3,391      $  8,172      $  6,464
                                               ========      ========      ========      ========


NET INCOME PER COMMON SHARE
  Basic ..................................     $   0.22      $   0.18      $   0.42      $   0.35
  Diluted ................................     $   0.22      $   0.17      $   0.41      $   0.34

WEIGHTED AVERAGE SHARES OUTSTANDING
  Basic ..................................       19,297        18,744        19,296        18,401
  Diluted ................................       19,738        19,449        19,734        19,148
</TABLE>



                                       2

<PAGE>   5

               AMERICAN PHYSICIAN PARTNERS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      FOR THE THREE MONTHS         FOR THE SIX MONTHS
                                                                          ENDED JUNE 30,             ENDED JUNE 30,
                                                                        1999          1998          1999         1998
                                                                      --------      --------      --------      --------
                                                                                       (UNAUDITED)
<S>                                                                   <C>           <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income ...................................................     $  4,288      $  3,391      $  8,172      $  6,464
   Adjustments to reconcile net income to net cash
      provided by (used in) operating activities --
      Minority interests ........................................          230           117           435           223
      Depreciation and amortization .............................        4,244         2,907         7,856         5,379
      Equity in earnings of investments .........................         (883)         (596)       (1,556)       (1,247)
      Changes in assets and liabilities- net of acquisitions
          Accounts receivable, net ..............................       (8,106)        1,274       (11,640)         (995)
          Other current assets ..................................         (337)         (187)         (531)        1,950
          Other assets ..........................................        2,300           211         2,123           513
          Accounts payable and accrued expenses .................       (3,736)       (4,920)       (3,826)      (11,523)
          Accrued salaries and benefits .........................        1,040           136         1,777           433
          Other liabilities .....................................       (1,281)        2,934          (648)        4,429
                                                                      --------      --------      --------      --------
             Net cash provided by (used in)
             operating activities ...............................       (2,241)        5,267         2,162         5,626
                                                                      --------      --------      --------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment ..........................      (11,718)       (2,914)      (17,779)       (4,711)
   Cash paid for acquisitions ...................................       (2,129)      (12,927)       (6,590)      (38,981)
   Contributions to joint ventures ..............................          (65)         (497)         (115)         (627)
   Distributions from joint ventures ............................          443           974           534         1,062
                                                                      --------      --------      --------      --------
             Net cash used in investing activities ..............      (13,469)      (15,364)      (23,950)      (43,257)
                                                                      --------      --------      --------      --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of long-term debt, net ................       15,237         6,565        19,714        37,159
   Payments on capital leases ...................................         (655)         (291)       (1,120)         (990)
   Proceeds from the exercise of options ........................           --            15            --            15
                                                                      --------      --------      --------      --------
             Net cash provided by financing activities ..........       14,582         6,289        18,594        36,184
                                                                      --------      --------      --------      --------

NET DECREASE IN CASH
AND CASH EQUIVALENTS ............................................       (1,128)       (3,808)       (3,194)       (1,447)

CASH AND CASH EQUIVALENTS, beginning of period ..................        4,419         6,933         6,485         4,572
                                                                      --------      --------      --------      --------

CASH AND CASH EQUIVALENTS, end of period ........................     $  3,291      $  3,125      $  3,291      $  3,125
                                                                      ========      ========      ========      ========
</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., a Delaware corporation, (together
with its subsidiaries, "APPM" or the "Company") 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 notes thereto for the year ended December 31, 1998,
included in APPM's Form 10-K/A filed with the Securities and Exchange Commission
on May 12, 1999.

1. DESCRIPTION OF BUSINESS:

      APPM develops, consolidates and manages radiology service networks. These
networks consist primarily of free-standing diagnostic imaging centers and
locations at which the Company provides radiology services that have been
outsourced by hospitals. The Company's objective is to develop and operate
networks of radiology facilities to provide a full spectrum of radiology
services and extend geographic coverage in existing market areas and in selected
new markets. At July 29, 1999, APPM owns, operates or maintains an ownership
interest in imaging equipment at 90 locations and provides management services
to ten radiology practices consisting of 260 physicians who provide professional
radiology services at the Company's imaging centers and at 58 hospitals. APPM's
radiology networks are concentrated in geographic markets located in California,
Florida, Kansas, Maryland, New York, Texas, Virginia and Washington, D.C.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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
majority-owned subsidiaries. All intercompany accounts and transactions have
been eliminated in consolidation.

New Accounting Standard - Revenue Presentation

      The Financial Accounting Standards Board's Emerging Issues Task Force
issued its abstract, Issue 97-2, "Application of FASB Statement No. 94 and
Accounting Principles Board ("APB") Opinion No. 16 to Physician Practice
Management Entities and Certain Other Entities with Contractual Arrangements"
("EITF 97-2"). EITF 97-2 addresses issues relating to (1) whether a "controlling
financial interest" can be established through a contractual management
agreement under FASB Statement No. 94, (2) whether a transaction between a
physician practice management entity ("PPM") and a physician practice in which
the PPM enters into a management agreement with the physician practice should be
considered a business combination and thus accounted for under APB No. 16, (3)
whether the pooling-of-interests method of accounting may be followed in certain
circumstances, (4) what are common types of intangibles that should be
considered in performing the purchase price allocation, and (5) whether an
employee of the physician practice should be considered an employee of the PPM
for purposes of accounting for stock-based compensation.

      In 1998, the Company displayed physician group revenue in its consolidated
statements of income. Since the Company has not established a "controlling
financial interest" under EITF 97-2, the 1998 display has been restated to
reflect the service fees earned as revenues. This change had no effect on the
Company's financial position, results of operations, or liquidity.



                                       4
<PAGE>   7

      The following table sets forth the amounts of physician groups revenue
that would have been presented in the consolidated statements of income had the
Company met the provisions of EITF 97-2 (in thousands):

<TABLE>
<CAPTION>
                                                    For the Three Months Ended    For the Six Months Ended
                                                             June 30,                      June 30,
                                                        1999           1998           1999           1998
                                                     ---------      ---------      ---------      ---------
<S>                                                  <C>            <C>            <C>            <C>
Physician groups revenue, net ..................     $  64,878      $  51,131      $ 123,378      $  98,139
Less: amounts retained by physician groups .....       (22,127)       (17,575)       (41,432)       (34,867)
                                                     ---------      ---------      ---------      ---------
Service fee revenue, as reported ...............     $  42,751      $  33,556      $  81,946      $  63,272
                                                     =========      =========      =========      =========
</TABLE>

Service Fee Revenue

      Service fee revenue represents radiology practices revenue less amounts
retained by radiology practices. The amounts retained by radiology practices
represent amounts paid to the radiology practices pursuant to the service
agreements between the Company and the radiology 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. Although the Company assists
in negotiating managed care contracts for the radiology practices, it assumes no
risk under these arrangements.

      The Company's service fee revenue is dependent upon the operating results
of the radiology 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 results in the Company receiving substantially the same amount of
service fee as it would have received under its negotiated percentage fee
structure. 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 the radiology practices' revenue.

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

<TABLE>
<CAPTION>
                               For the Three Months Ended    For the Six Months Ended
                                        June 30,                      June 30,
                                    1999        1998              1999        1998
                                  -------     -------           -------     -------
<S>                               <C>         <C>               <C>         <C>
Professional component ......     $ 9,143     $ 9,372           $19,423     $17,094
Technical component .........      33,608      24,184            62,523      46,178
                                  -------     -------           -------     -------
                                  $42,751     $33,556           $81,946     $63,272
                                  =======     =======           =======     =======
</TABLE>

3.   ACQUISITION

      In a series of transactions, the Company acquired a ninety-percent
interest in an imaging center located in Olney, Maryland. The total
consideration for the transaction was approximately $1,900,000, which included
the assumption of approximately $1,000,000 of outstanding debt. This transaction
was accounted for using the purchase method.



                                       5

<PAGE>   8

4.   EARNINGS PER SHARE

      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 applicable to common stock 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 outstanding during the period. As required,
the Company has reported earnings per share in accordance with SFAS 128.

5. SEGMENT REPORTING

         The Company has four reportable segments: Mid-Atlantic Region,
Northeastern Region, Central Region, and Western Region. The Company's
reportable segments are strategic business units defined by geography. Each owns
and operates imaging centers and provides management services to the radiology
practices within their respective regions.

         The accounting policies of the segments are the same as those described
in the summary of significant accounting policies except that the Company does
not allocate taxes associated with income to any of the regions. They are
managed separately because each region operates under different contractual
arrangements, providing service to a diverse mix of patients and payors.

                     FOR THE SIX MONTHS ENDED JUNE 30, 1999

<TABLE>
<CAPTION>
                                   Mid-Atlantic     Northeastern       Central          Western
                                    Region (1)       Region (2)       Region (3)       Region (4)         Total
                                     --------         --------         --------         --------         --------
<S>                                  <C>              <C>              <C>              <C>              <C>
Service fee revenue .........        $ 35,756         $ 25,297         $  9,772         $ 11,121         $ 81,946
Total operating expenses ....          22,682           16,111            5,690            7,338           51,821
                                     --------         --------         --------         --------         --------
Segment contribution ........          13,074            9,186            4,082            3,783           30,125
Contribution margin .........              37%              36%              42%              34%              37%
Depreciation and
    amortization expense ....           3,195            1,493              400              921            6,009
Interest expense ............             542              486               99              360            1,487
Segment profit ..............          10,091            7,207            3,950            2,502           23,750
Segment assets ..............          54,087           30,901           15,715           15,130          115,833
Expenditures for
   segment assets ...........           8,852            1,694            1,834            2,707           15,087
</TABLE>

(1)   Includes the Mid-Atlantic Market.

(2)   Includes the Finger Lakes and Hudson Valley Markets.

(3)   Includes the South Texas, Treasure Coast and Northeast Kansas Markets.

(4)   Includes the Bay Area Market.

                     FOR THE SIX MONTHS ENDED JUNE 30, 1998

<TABLE>
<CAPTION>
                                  Mid-Atlantic    Northeastern      Central         Western
                                     Region          Region          Region          Region           Total
                                     -------         -------         -------         -------         -------
<S>                                  <C>             <C>             <C>             <C>             <C>
Service fee revenue .........        $28,926         $18,313         $ 7,196         $ 8,837         $63,272
Total operating expenses ....         18,732          12,468           3,979           5,618          40,797
                                     -------         -------         -------         -------         -------
Segment contribution ........         10,194           5,845           3,217           3,219          22,475
Contribution margin .........             35%             32%             45%             36%             36%
Depreciation and
    amortization expense ....          2,509             903             364             775           4,551
Interest expense ............            446             328              85             312           1,171
Segment profit ..............          7,948           4,614           3,083           2,132          17,777

Segment assets ..............         37,043          17,658          11,130          17,721          83,552
Expenditures for
   segment assets ...........          1,424             942             216             422           3,004
</TABLE>



                                       6

<PAGE>   9

<TABLE>
<CAPTION>
Reconciliation of profits                                       1998            1999
                                                              ---------      ---------
<S>                                                           <C>            <C>
     Segment profit .....................................     $  17,777      $  23,750
     Unallocated amounts:
         Corporate general and administrative ...........        (4,440)        (5,293)
         Corporate depreciation and amortization ........          (828)        (1,847)
         Corporate interest expense .....................        (1,917)        (3,426)
                                                              ---------      ---------
     Income before taxes ................................     $  10,592      $  13,184
                                                              =========      =========
</TABLE>

<TABLE>
<CAPTION>
Reconciliation of assets and expenditures                        1998           1999
                                                              ---------      ---------
<S>                                                           <C>            <C>
Assets:
     Segment amounts ....................................     $  83,552      $ 115,833
     Corporate assets (including intangible assets) .....        38,699         68,714
                                                              ---------      ---------
     Total assets .......................................     $ 122,251      $ 184,547
                                                              =========      =========

Expenditures:
     Segment amounts ....................................     $   3,004      $  15,087
     Corporate expenditures .............................         1,707          2,692
                                                              ---------      ---------
     Total expenditures .................................     $   4,711      $  17,779
                                                              =========      =========
</TABLE>

6. SUBSEQUENT EVENTS


        On July 1, 1999, the Company acquired two imaging centers in the
Baltimore/Washington D.C. market. The total consideration for the transaction
was approximately $25,000 in cash, plus the assumption of certain liabilities.
This transaction will be accounted for using the purchase method.

        On August 1, 1999, the Company acquired all the outstanding stock of
Questar Imaging, Inc. of Tampa, Florida ("Questar"), a private operator of
state-of-the-art radiology centers. Questar currently offers magnetic resonance
imaging (MRI) and other diagnostic imaging services at 27 centers in 14 states,
and is in the process of developing 17 additional MRI centers. The total
consideration for the transaction will be approximately $26,825,000 in cash.
This transaction will be accounted for using the purchase method.

        In connection with the Questar transaction, the Company issued
$20,000,000 of eight-percent convertible junior subordinated notes. The notes
are convertible into the Company's common stock at a conversion price of $8.625
per share. The notes were issued to DB Capital Partners, a private equity arm
and affiliate of Deutsche Bank.



                                       7

<PAGE>   10


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/A for the year ended December 31, 1998, and with the
consolidated financial statements included in this Form 10-Q.

OVERVIEW

      American Physician Partners, Inc., a Delaware corporation, (together with
its subsidiaries, "APPM" or the "Company") develops, consolidates and manages
radiology and imaging networks. The Company was incorporated in 1996, but
conducted no significant operations until November 26, 1997, when the Company
consummated an initial public offering ("IPO") and simultaneously exchanged cash
and shares of its common stock for certain assets of and liabilities associated
with seven radiology practices. These exchanges were accounted for using the
historical cost basis with the stock being valued at the historical cost of the
net assets received by the Company. Cash consideration given in these exchanges
was treated for accounting purposes as a dividend from the Company.

      APPM develops, consolidates and manages radiology service networks. These
networks consist primarily of free-standing diagnostic imaging centers and
locations at which the Company provides radiology services that have been
outsourced by hospitals. The Company's objective is to develop and operate
networks of radiology facilities to provide a full spectrum of radiology
services and extend geographic coverage in existing market areas and in selected
new markets. At July 29, 1999, APPM owns, operates or maintains an ownership
interest in imaging equipment at 90 locations and provides management services
to ten radiology practices consisting of 260 physicians who provide professional
radiology services at the Company's imaging centers and at 58 hospitals. APPM's
radiology networks are concentrated in geographic markets located in California,
Florida, Kansas, Maryland, New York, Texas, Virginia and Washington, D.C.

      Physician services are provided at all of APPM's locations under the terms
of service agreements with ten radiology practices, seven of which expire in
November 2037, with the other three expiring in 2038. Under the terms of the
service agreements, the Company provides management, administrative, technical
and non-medical services to radiology practices in return for service fees. The
service agreements cannot be terminated by either party without cause,
consisting primarily of bankruptcy or material default. However, under certain
conditions, the Company can terminate the service agreement if the number of
physicians in a practice falls below a certain percentage.

RESULTS OF OPERATIONS

Three Months Ended June 30, 1999

Service Fee Revenue

      Service fee revenue increased $9,195,000 or 27.4% in the second quarter of
1999 to $42,751,000 from $33,556,000 in the second quarter of 1998. Of the
increase from 1998 to 1999, $5,853,000 resulted from increased business within
existing facilities (17.4% same store increase), $1,488,000 resulted from
practices acquired and developed in 1998, and $1,854,000 resulted from "tuck-in"
acquisitions of imaging centers in 1998 and 1999.

Salaries and Benefits

      Salaries and benefits increased $2,438,000 or 23.6% in the second quarter
of 1999 to $12,780,000 from $10,342,000 in the second quarter of 1998. Of the
increase from 1998 to 1999, $1,557,000 resulted from existing facilities
representing a 15.3% same store increase, consistent with the revenue growth of
those centers. An increase of $526,000 resulted from practices acquired and
developed in the latter half of 1998 and the remaining $355,000 increase
resulted from "tuck-in" acquisitions of imaging centers in 1998 and 1999. As a
percentage of service fee revenue, these costs were 29.9% and 30.8% in 1999 and
1998, respectively.



                                       8

<PAGE>   11

 Practice Supplies

       Supplies increased $867,000 or 44.0% in the second quarter of 1999 to
$2,838,000 from $1,971,000 in the second quarter of 1998. Of the increase from
1998 to 1999, $575,000 resulted from existing facilities representing a 29.2%
same store increase. In 1998 supplies expenses were lower than expected due to
the run off of excess inventories of supplies at the existing centers. An
increase of $91,000 resulted from practices acquired and developed in the latter
half of 1998 and the remaining $201,000 resulted from "tuck-in" acquisitions of
imaging centers in 1998 and 1999. As a percentage of service fee revenue, these
costs were 6.6% and 5.9% in 1999 and 1998, respectively.

 Practice Rent and Lease Expense

       Rent and lease expense increased $571,000 or 18.0% in the second quarter
of 1999 to $3,738,000 from $3,167,000 in the second quarter of 1998. Of the
increase from 1998 to 1999, $158,000 resulted from existing facilities
representing a 5.0% same store increase. An increase of $98,000 resulted from
practices acquired and developed in the latter half of 1998 and the remaining
$315,000 resulted from "tuck-in" acquisitions of imaging centers in 1998 and
1999. As a percentage of service fee revenue, these costs were 8.7% and 9.4% in
1999 and 1998, respectively.

Other Practice Expenses

      Other expenses increased $1,585,000 or 26.2% in the second quarter of 1999
to $7,646,000 from $6,061,000 in the second quarter of 1998. Of the increase
from 1998 to 1999, $1,104,000 resulted from existing facilities representing a
18.2% same store increase. An increase of $265,000 resulted from practices
acquired and developed in 1998, and $216,000 resulted from "tuck-in"
acquisitions of imaging centers in 1998 and 1999. As a percentage of service fee
revenue, these costs were 17.9% and 18.1% in 1999 and 1998, respectively.

Corporate General and Administrative

      Corporate general and administrative increased $235,000 or 9.7% in the
second quarter of 1999 to $2,664,000 from $2,429,000 in the second quarter of
1998. This increase was principally due to the continued development of the
Company's infrastructure. As a percentage of service fee revenue, these costs
were 6.2% and 7.2% in 1999 and 1998, respectively.

Depreciation and Amortization

      Depreciation and amortization increased $1,337,000 or 46.0% in the second
quarter of 1999 to $4,244,000 from $2,907,000 in the second quarter of 1998.
This increase was principally due to amortization of goodwill resulting from the
Company's acquisition of additional practices and facilities. In addition, the
Company has continued to upgrade its radiology equipment resulting in increased
deprecation expense. As a percentage of service fee revenue, these costs were
9.9% and 8.7% in 1999 and 1998, respectively.

Interest Expense, net

      Interest expense, net increased $886,000 or 52.5% in the second quarter of
1999 to $2,574,000 from $1,688,000 in the second quarter of 1998. As a
percentage of service fee revenue, these costs were 6.0% and 5.0% in 1999 and
1998, respectively. The increase as a percentage of service fee revenue is a
result of the Company's acquisitions throughout 1999, resulting in higher debt
levels.

Income Taxes

      The Company's effective tax rate for the second quarters of 1999 and 1998
was 38.0%. The Company has not recognized any income tax benefit for operating
losses incurred in 1997 and 1996. The Company will continue to carry the losses
with a fully reserved valuation allowance. The Company will recognize the tax
benefit at such time as it is deemed reasonably certain that it will not be
challenged.



                                       9

<PAGE>   12

Net Income

      As a result of the foregoing factors, the Company generated a net income
of $4,288,000 for the three months ended June 30, 1999, or diluted income per
share of $0.22 on 19,738,000 shares outstanding, compared to a net income of
$3,391,000 for the three months ended June 30, 1998, or diluted income per share
of $0.17 on 19,449,000 shares outstanding.

Six Months Ended June 30, 1998

Service Fee Revenue

      Service fee revenue increased $18,674,000 or 29.5% in the first six months
of 1999 to $81,946,000 from $63,272,000 in the first six months of 1998. Of the
increase from 1998 to 1999, $10,914,000 resulted from increased business within
existing facilities (17.6% same store increase), $5,668,000 resulted from
practices acquired and developed in 1998, and $2,092,000 resulted from "tuck-in"
acquisitions of imaging centers in 1998 and 1999.

Salaries and Benefits

      Salaries and benefits increased $4,914,000 or 24.9% in the first six
months of 1999 to $24,623,000 from $19,709,000 in the first six months of 1998.
Of the increase from 1998 to 1999, $2,329,000 resulted from existing facilities
representing a 12.9% same store increase, consistent with the revenue growth of
those centers. An increase of $1,706,000 resulted from practices acquired and
developed in 1998 and the remaining $879,000 increase resulted from "tuck-in"
acquisitions of imaging centers in 1998 and 1999. As a percentage of service fee
revenue, these costs were 30.3% and 31.2% in 1999 and 1998, respectively.

 Practice Supplies

       Supplies increased $1,162,000 or 28.0% in the first six months of 1999 to
$5,319,000 from $4,157,000 in the first six months of 1998. Of the increase from
1998 to 1999, $505,000 resulted from existing facilities representing a 12.4%
same store increase, which is consistent with the revenue growth at the
facilities. An increase of $370,000 resulted from practices acquired and
developed in 1998 and the remaining $287,000 resulted from "tuck-in"
acquisitions of imaging centers in 1998 and 1999. As a percentage of service fee
revenue, these costs were 6.5% and 6.6% in 1999 and 1998, respectively.

 Practice Rent and Lease Expense

       Rent and lease expense increased $2,034,000 or 36.8% in the first six
months of 1999 to $7,561,000 from $5,527,000 in the first six months of 1998. Of
the increase from 1998 to 1999, $1,168,000 resulted from existing facilities
representing a 21.5% same store increase, which is largely due to increased
rental payments based on number of diagnostic imaging procedures performed. An
increase of $323,000 resulted from practices acquired and developed in 1998 and
the remaining $543,000 resulted from "tuck-in" acquisitions of imaging centers
in 1998 and 1999. As a percentage of service fee revenue, these costs were 9.2%
and 8.7% in 1999 and 1998, respectively.

Other Practice Expenses

      Other expenses increased $2,914,000 or 25.5% in the first six months of
1999 to $14,318,000 from $11,404,000 in the first six months of 1998. Of the
increase from 1998 to 1999, $1,674,000 resulted from existing facilities
representing a 15.1% same store increase. An increase of $1,185,000 resulted
from practices acquired and developed in 1998, and $55,000 resulted from
"tuck-in" acquisitions of imaging centers in 1998 and 1999. As a percentage of
service fee revenue, these costs were 17.5% and 18.0% in 1999 and 1998,
respectively.



                                       10

<PAGE>   13

Corporate General and Administrative

      Corporate general and administrative increased $853,000 or 19.2% in the
first six months of 1999 to $5,293,000 from $4,440,000 in the first six months
of 1998. This increase was principally due to the continued development of the
Company's infrastructure. As a percentage of service fee revenue, these costs
were 6.2% and 7.0% in 1999 and 1998, respectively.

Depreciation and Amortization

      Depreciation and amortization increased $2,477,000 or 46.0% in the first
six months of 1999 to $7,856,000 from $5,379,000 in the first six months of
1998. This increase was principally due to amortization of goodwill resulting
from the Company's acquisition of additional practices and facilities. In
addition, the Company has continued to upgrade its radiology equipment resulting
in increased deprecation expense. As a percentage of service fee revenue, these
costs were 9.6% and 8.5% in 1999 and 1998, respectively.

Interest Expense, net

      Interest expense, net increased $1,825,000 or 59.1% in the first six
months of 1999 to $4,913,000 from $3,088,000 in the first six months of 1998. As
a percentage of service fee revenue, these costs were 6.0% and 4.9% in 1999 and
1998, respectively. The increase as a percentage of service fee revenue is a
result of the Company's acquisitions throughout 1999, resulting in higher debt
levels.

Income Taxes

      The Company's effective tax rate for the first six months of 1999 and 1998
was 38.0% and 39.0%, respectively. The Company has not recognized any income tax
benefit for operating losses incurred in 1997 and 1996. The Company will
continue to carry the losses with a fully reserved valuation allowance. The
Company will recognize the tax benefit at such time as it is deemed reasonably
certain that it will not be challenged.

Net Income

      As a result of the foregoing factors, the Company generated a net income
of $8,172,000 for the six months ended June 30, 1999, or diluted income per
share of $0.41 on 19,734,000 shares outstanding, compared to a net income of
$6,464,000 for the six months ended June 30, 1998, or diluted income per share
of $0.34 on 19,148,000 shares outstanding.

Liquidity and Capital Resources

      At June 30, 1999, the Company had $31,526,000 in working capital, an
increase of $12,148,000 from December 31, 1998. The Company's principal sources
of liquidity consist of (i) cash and cash equivalents aggregating $3,291,000,
(ii) net accounts receivable of $49,285,000, and (iii) approximately $10,798,000
in borrowing capacity under the Company's bank credit facility (the "Credit
Facility").

      For the six months ended June 30, 1999, $2,162,000 was provided by
operations. Cash of $23,950,000 was used in investing activities in the first
six months of 1999, $6,590,000 of which was related to certain acquisitions,
$17,779,000 related to the purchase of property and equipment and $419,000 net
was received from joint ventures. Cash of $18,594,000 was provided by financing
activities in the first six months of 1999, substantially all of which was
provided under the Credit Facility.

      For the six months ended June 30, 1998, $5,626,000 was provided by
operations. Cash of $43,257,000 was used in investing activities, primarily
related to certain acquisitions. Cash of $36,184,000 was provided by financing
activities, primarily through borrowings under the Credit Facility.



                                       11

<PAGE>   14
        On November 26, 1997, the Company entered into the Credit Facility. The
Credit Facility was amended May 19, 1998. The loan agreement provides for
revolving loans of up to $160,000,000 to be used by the Company for acquisitions
and general working capital needs. 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 $160,000,000 or 3.0 times the
consolidated EBITDA of the Company, giving pro forma effect to acquisitions made
with such borrowings. At June 30, 1999, the Company's debt could not exceed
$152,646,000 under the Credit Facility. As of June 30, 1999, the Company had
outstanding borrowings of $133,000,000 under the Credit Facility and an
additional $8,848,000 outstanding under other credit arrangements. At the
Company's option, the interest rate under the Credit Facility is (i) an adjusted
LIBOR rate, plus an applicable margin which can vary from 1.5% to 2.5% dependent
on certain financial ratios or (ii) the prime rate, plus an applicable margin
which can vary from 0.5% to 1.5%. 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,
which the Company is, or becomes a party to, and a pledge of the stock of the
Company's subsidiaries.

        On August 3, 1999, the Company issued $20,000,000 of eight-percent
convertible junior subordinated notes. The notes are convertible into the
Company's common stock at a conversion price of $8.625 per share. The notes were
issued to DB Capital Partners, a private equity arm and affiliate of Deutsche
Bank. The Company may source other debt or equity financing to facilitate its
growth strategy. In the event the Company is unsuccessful in obtaining
additional financing, 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 through
the end of 1999.

YEAR 2000 ISSUE

Impact of Year 2000

        The Year 2000 Issue exists because many computer systems and
applications currently use two-digit date fields to designate a year. As the
century date occurs, computer programs, computers and embedded microprocessors
controlling equipment with date-sensitive systems may recognize Year 2000 as
1900, or not at all. This inability to recognize or properly treat the Year 2000
date fields may result in computer system failures or miscalculations of
critical financial and operational information, as well as failures of equipment
controlling date-sensitive microprocessors. In addition, there are two other
related issues which could also lead to miscalculations or failures: (i) some
older systems assign special meaning to certain dates, such as 9/9/99, and (ii)
the Year 2000 is a leap year.

State of Readiness

        The Company started to formulate a plan to address the Year 2000 Issue
in the third quarter of 1998. The Company's Year 2000 Plan focuses on (i)
diagnostic imaging equipment utilized in its imaging operations, (ii) internal
information technology systems, including all types of systems used by the
Company in its operations, finance and human resources departments, and (iii)
information systems of its customers, payors and vendors. The Year 2000 Plan for
each of these areas involves the following phases: awareness, assessment,
renovation, testing and implementation. The Company has completed the awareness
and assessment phases and has made significant progress in renovating
noncompliant systems. In addition, the Company has established a timeline for
the testing and implementation phases. In general, the Company's goal is to
complete all phases of the Year 2000 Plan by November 30, 1999, although
complications arising from vendor delays may cause some delay.

        Most of the Company's diagnostic imaging equipment used to provide
imaging services in the Company's imaging centers have computer systems and
applications, and in some cases, embedded microprocessors, that could be
affected by Year 2000 Issues. The Company assessed the impact on its diagnostic
imaging equipment by contacting the vendors of


                                       12
<PAGE>   15

such equipment to determine their state of readiness in relation to each piece
of equipment. The vendors with respect to the majority of imaging equipment used
by the Company have informed the Company that (i) certain identified imaging
equipment is Year 2000 compliant, (ii) they have developed software for the
functional work arounds to ensure Year 2000 compliance with respect to the
balance of their noncompliant imaging equipment, and (iii) renovation will be
made during future regular maintenance visits. The Company expects that
renovation will be completed by November 30, 1999, and that, as of June 30,
1999, 70 percent of its diagnostic imaging equipment was Year 2000 compliant.

        The Company has completed the renovation of approximately 85 percent of
its information technology systems, including modifying and upgrading software
and developing and purchasing new software. The Company continues to renovate
and test the remaining portions of such systems and to assess the potential for
Year 2000 problems with the embedded microprocessors in its other equipment,
facilities and corporate and regional offices, including telecommunications
systems, utilities, dictation systems, security systems and HVACS. The Company
expects to complete the renovation and testing phases for such systems by
November 30, 1999.

        During the second quarter of 1999, the Company implemented a plan to
assess the potential for Year 2000 problems with the information systems of its
customers, payors and vendors. The Company prepared and sent questionnaires to
its customers, vendors and other third parties with which the Company has a
material relationship. The Company recently completed its assessment with
respect to such parties. While the Company has received preliminary information
concerning the Year 2000 readiness of many of its customers, vendors and other
third parties with which the Company has material relationships, the Company
does not have sufficient information to provide an estimated timetable for
completion of renovation and testing that such third parties with which the
Company has a material relationship may undertake. As a result, the Company is
unable to estimate the costs that it may incur to remedy the Year 2000 issues
relating to such parties. The Company expects to engage in discussions with the
noncompliant parties in an attempt to determine the extent to which the Company
is vulnerable to those parties' possible failure to become Year 2000 compliant.

Costs to Address Year 2000 Issue

        The Company estimates, on a preliminary basis, that the cost of
assessment, renovation, testing and implementation of its internal systems will
range from approximately $500,000 to $1,500,000. The major components of these
costs are: consultants, additional personnel costs, programming, new software
and hardware, software upgrades and travel expenses. The Company expects that
such costs will be funded through operating cash flows. This estimate, based on
currently available information, will be updated as the Company continues its
assessment and proceeds with renovation, testing and implementation, and may be
adjusted upon receipt of more information from the Company's vendors, customers
and other third parties and upon the design and implementation of the Company's
contingency plan. In addition, the availability and cost of consultants and
other personnel trained in this area and unanticipated acquisitions might
materially affect the estimated costs. The effects of the aforementioned costs
have had no material impact on the Company's progress as it relates to other
information system projects and implementation.

Risks to the Company

        The Company's Year 2000 Issue involves significant risks. There can be
no assurance that the Company will succeed in implementing all of its Year 2000
Plan. The following describes the Company's most reasonably likely worst-case
scenario, given current uncertainties. If the Company's renovated or replaced
internal information technology systems fail the testing phase, or any software
application or embedded microprocessors central to the Company's operations are
overlooked in the assessment or implementation phases, significant problems,
including delays, may be incurred in billing the Company's major customers
(Medicare, HMOs or private insurance carriers) for services performed. If its
major customers' systems do not become Year 2000 compliant on a timely basis,
the Company will have problems and incur delays in receiving and processing
correct reimbursements. If the computer systems of third parties (including
hospitals) with which the Company's systems exchange data do not become Year
2000 compliant, both on a timely basis and in a manner compatible with continued
data exchange with the Company's information technology systems, significant
problems may be incurred in billing and reimbursement. If the systems on the
diagnostic imaging equipment utilized by the Company are not Year 2000
compliant, the Company may not be able to provide imaging services to patients.
If the Company's vendors or suppliers of the Company's necessary power,
telecommunications,


                                       13
<PAGE>   16

transportation and financial services fail to provide the Company with equipment
and services, the Company will be unable to provide services to its customers.
If any of these uncertainties were to occur, the Company's business, financial
condition and results of operations would be adversely affected. The Company is
unable to assess the likelihood of such events occurring or the extent of the
effect on the Company.

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 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.


                                       14
<PAGE>   17

                           PART II: OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

        From time to time the Company is subject to certain legal proceedings
and claims which arise in the normal course of its business. Pending matters
include claims relating to professional 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 of the 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 net of applicable
indemnification and available insurance 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 certain lawsuits. In the event the
Company is named or subsequently added as a party of these lawsuit, 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

        The annual meeting of shareholders of the Company was held on Wednesday,
May 5, 1999. At this meeting, the following matters were voted upon by the
Company's shareholders:

        (A) ELECTION OF DIRECTORS

        Less T. Chafen, M.D., John W. Colloton, John Pappajohn, Derace L.
Schaffer, M.D., Michael L. Sherman, M.D. and Mark L. Wagar were elected to serve
as directors of the Company until the annual meeting of stockholders held in
1999. The vote was as follows:

<TABLE>
<CAPTION>
                                       Votes Cast              Votes Cast
        Name                            In Favor           Against or Withheld
        ----                            --------           -------------------
        <S>                            <C>                 <C>
        Less T. Chafen, M.D.           14,063,613                144,486
        John W. Colloton               14,063,613                144,486
        John Pappajohn                 13,921,681                286,418
        Derace L. Schaffer, M.D.       13,931,561                276,538
        Michael L. Sherman, M.D.       13,903,968                304,131
        Mark L. Wagar                  14,063,613                144,486
</TABLE>


                                       15
<PAGE>   18

        (B) SELECTION OF AUDITORS

        The shareholders of the Company ratified the appointment of Arthur
Andersen LLP as the Company's independent auditors for the fiscal year ended
December 31, 1999, by the following vote:

<TABLE>
<CAPTION>
               Votes Cast In Favor      Votes Cast Against      Abstentions
               -------------------      ------------------      -----------
               <S>                      <C>                     <C>
                   13,676,369                386,289              145,441
</TABLE>

        (C) AMEND THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION

        The shareholders of the Company ratified the proposal to amend the
        Company's Restated Certificate of Incorporation to authorize the Board
        of Directors to adopt, alter or amend the Company's Amended and Restated
        Bylaws, by the following vote:

<TABLE>
<CAPTION>
               Votes Cast In Favor      Votes Cast Against      Abstentions
               -------------------      ------------------      -----------
               <S>                      <C>                     <C>
                    10,193,532               1,097,572            326,155
</TABLE>

        (D) AMEND THE COMPANY'S 1996 STOCK OPTION PLAN

        The shareholders of the Company ratified the proposal to amend the
        Company's 1996 Stock Option Plan to increase the number of shares
        reserved for the issuance thereunder by 1,000,000 shares, by the
        following vote:

<TABLE>
<CAPTION>
               Votes Cast In Favor      Votes Cast Against      Abstentions
               -------------------      ------------------      -----------
               <S>                      <C>                     <C>
                     8,576,271               2,495,548            545,440
</TABLE>

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


                                       16
<PAGE>   19

                                   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: August 16, 1999                 /s/ MARK L. WAGAR
                                      -----------------
                                      Mark L. Wagar
                                      Chairman of the Board of Directors,
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)

Date: August 16, 1999                 /s/ SAMI S. ABBASI
                                      ------------------
                                      Sami S. Abbasi
                                      Senior Vice President and Chief Financial
                                        Officer
                                      (Principal Financial Officer)


Date: August 16, 1999                 /s/ DAVID W. YOUNG
                                      ------------------
                                      David W. Young
                                      Controller and Treasurer
                                      (Principal Accounting Officer)


                                       17
<PAGE>   20

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
      EXHIBIT
       NUMBER                      DESCRIPTION
      -------                      -----------
      <S>      <C>
          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 Exchange, 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**
</TABLE>
<PAGE>   21

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<S>            <C>
          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.**
</TABLE>

<PAGE>   22

<TABLE>
<S>            <C>
          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****

          2.45 Asset Purchase Agreement, dated as of April 1, 1998, by and among
               American Physician Partners, Inc., Treasure Coast Imaging
               Partners, Inc. and Radiology Imaging Associates, Basilico,
               Gallagher and Raffa, M.D., P.A. and Robert F. Basilico, M.D.,
               Edward Gallagher, M.D., R.J. Raffa, M.D., Joseph T. Charles,
               M.D., Alex N. Vennos, M.D., and Robin J. Connolly, M.D.*****

          2.46 Asset Purchase Agreement, dated as of April 1, 1998, by and among
               American Physician Partners, Inc., Treasure Coast Imaging
               Partners, Inc. and St. Lucie Imaging and Breast Center, Inc. and
               Robert F. Basilico, M.D., Edward Gallagher, M.D., R.J. Raffa,
               M.D., Joseph T. Charles, M.D., Alex N. Vennos, M.D., and Robin J.
               Connolly, M.D.*****

          2.47 Asset Purchase Agreement, dated as of April 28, 1998, by and
               among American Physician Partners, Inc., Valley Imaging Partners,
               Inc., LXL, Ltd. and the Partners of LXL, Ltd.*****

          2.48 Asset Purchase Agreement, dated as of June 1, 1998, by and among
               American Physician Partners, Inc., Mid Rockland Imaging Partners,
               Inc., Empire State Imaging Partners, Inc., RF Management Corp.
               and Modern Medical Modalities Corporation*****

          2.49 Asset Purchase Agreement, dated as of June 23, 1998, by and among
               American Physician Partners, Inc., Valley Imaging Partners, Inc.,
               Brewster Imaging Center, Inc. and Each Principal Stockholder*****

          2.50 Asset Purchase Agreement, dated as of June 29, 1998, by and among
               American Physician Partners, Inc., Valley Imaging Partners, Inc.
               and Bryan M. Shieman, M.D., a sole proprietorship d/b/a El Camino
               Center for Osteoporosis and/or ECOO II*****

          2.51 Stock Purchase Agreement, dated September 1, 1998, by and among
               American Physician Partners, Inc., WB&A Imaging Partners, Inc.
               and Vimla Bhooshan, M.D., John B. DeGrazia, M.D., Edwin
               Goldstein, M.D., Paul T. Lubar, M.D., Calvin D. Neithamer, M.D.,
               William P. O'Grady, M.D., Robert A. Olshaker, M.D., Stanley M.
               Perl, M.D., Michael S. Usher, M.D., Alan B. Kronthal, M.D.,
               Steven A. Meyers, M.D., Victor A. Bracey, M.D. and Larry W.
               Busching******

          2.52 Asset Purchase Agreement, dated September 1, 1998, by and among
               American Physician Partners, Inc., Ormond Imaging Partners, Inc.,
               Magnetic Resonance Imaging Associates Limited Partnership and
               Paul T. Lubar, Stanley M. Perl, Michael S. Usher, John B.
               DeGrazia, Larry W. Busching, Vimla Bhooshan, William P. O'Grady,
               Robert A. Olshaker, and Calvin D. Neithamer******

          2.53 Asset Purchase Agreement, dated September 1, 1998, by and among
               American Physician Partners, Inc., Ormond Imaging Partners, Inc.,
               Duke Associates Limited Partnership and Paul T. Lubar, Stanley M.
               Perl, Michael S. Usher, John B. DeGrazia, Larry W. Busching,
               Vimla Bhooshan, William P. O'Grady, Edwin Goldstein, Robert A.
               Olshaker, Calvin D. Neithamer and Alan J. Kronthal******

          3.1  Restated Certificate of Incorporation of American Physician
               Partners, Inc.***

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

          3.3  Amendment to Restated Certificate of Incorporation of American
               Physician Partners, Inc.*

          3.4  Amendment to Restated Bylaws of American Physician Partners,
               Inc.*

          4.1  Form of certificate evidencing ownership of Common Stock of
               American Physician Partners, Inc.***
</TABLE>

<PAGE>   23

<TABLE>
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      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 , 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.***
</TABLE>

<PAGE>   24

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

      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.****

      10.38 Service Agreement dated April 1, 1998, by and among American
            Physician Partners, Inc., Treasure Coast Imaging Partners, Inc. and
            Radiology Imaging Associates - Basilico, Gallagher & Raffa, M.D.,
            P.A.*****

      10.39 First Amendment to Credit Agreement and Consent dated May 19, 1998,
            by and among American Physician Partners, Inc., General Electric
            Capital Corporation and the other credit parties signatory
            thereto*****

      10.40 Employment Agreement between American Physician Partners, Inc. and
            Mark L. Wagar*****

      10.41 Service Agreement dated September 1, 1998, by and among American
            Physician Partners, Inc., WB&A Imaging Partners, Inc. and WB&A
            Imaging, P.C.******

      10.42 Office Building Lease Agreement between The Equitable-Nissei Dallas
            Company and Fibreboard Corporation******

      10.43 Office Building Sublease Agreement by and between Fibreboard
            Corporation and American Physician Partners, Inc.******

      10.44 First Amendment to Employment Agreement between American Physician
            Partners, Inc. and Mark L. Wagar*******

      10.45 First Amendment to Employment Agreement between American Physician
            Partners, Inc. and Mark S. Martin*******

      10.46 First Amendment to Employment Agreement between American Physician
            Partners, Inc. and Sami S. Abbasi*******

      10.47 First Amendment to Employment Agreement between American Physician
            Partners, Inc. and Paul M. Jolas*******

      10.48 Amendment No. 1 to American Physician Partners, Inc. 1996 Stock
            Option Plan*

         27 Financial Data Schedule *
</TABLE>

--------------
*       Filed 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.

****    Incorporated by reference to the corresponding Exhibit number to the
        registrant's Form 10-Q filed on May 15, 1998.


<PAGE>   25

*****   Incorporated by reference to the corresponding Exhibit number to the
        registrant's Form 10-Q filed on August 14, 1998.

******  Incorporated by reference to the corresponding Exhibit number to the
        registrant's Form 10-Q filed on November 13, 1998.

******* Incorporated by reference to the corresponding Exhibit number to the
        registrant's Form 10-Q filed on May 17, 1999