<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


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

For the quarterly period ended March 31, 1999

                                       OR

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
-----    EXCHANGE ACT OF 1934

For the transition period from _____________ to _______________

Commission file number 1-6868

                              SIENA HOLDINGS, INC.
                              --------------------

             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                            <C>
                        Delaware                                                    75-1043392     
            -------------------------------                                     -------------------
            (State or other jurisdiction of                                      (I.R.S. employer
             incorporation or organization)                                     identification no.)

   5068 West Plano Parkway,  Suite 345,  Plano, Texas                                  75093   
   --------------------------------------------------                                ----------
        (Address of principal executive offices)                                     (Zip code)
</TABLE>

                                 (972) 381-4255
              ----------------------------------------------------
              (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
                                       ---     ---

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                        DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                                    YES X   NO
                                       ---     ---

On October 10, 1995, the Registrant and certain of its subsidiaries filed
bankruptcy proceedings under Chapter 11 of the Federal Bankruptcy Code in the
District of Delaware.

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of each of the issuer's classes of common stock
as of April 30, 1999: Common Stock, $.10 par value -- 6,000,000 shares.
<PAGE>   2

                      SIENA HOLDINGS, INC. AND SUBSIDIARIES


                 FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1999

                                      INDEX
<TABLE>
<CAPTION>
                                                                                                                  PAGE
                                                                                                                  ----
                                       PART I -- FINANCIAL INFORMATION
<S>                                                                                                               <C>
Item 1.  Financial Statements (Unaudited)

         Consolidated Balance Sheets - March 31, 1999 and June 30, 1998...........................................  2
         Statements of Consolidated Operations - Quarters and Nine Months Ended March 31, 1999 and 1998...........  3
         Statements of Consolidated Cash Flows - Nine Months Ended March 31, 1999 and 1998........................  4
         Notes to Consolidated Financial Statements...............................................................  5

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

         Results of Operations.................................................................................... 10
         Liquidity and Capital Resources.......................................................................... 12

                                       PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings........................................................................................ 12

Item 3.  Defaults Upon Senior Securities.......................................................................... 13

Item 6.  Exhibits and Reports on Form 8-K......................................................................... 13
</TABLE>


                                       1
<PAGE>   3

                         PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                           CONSOLIDATED BALANCE SHEETS

                      SIENA HOLDINGS, INC. AND SUBSIDIARIES
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                            March 31, 1999         June 30, 1998
                                                                          -------------------   --------------------
                                                                              (Unaudited)
<S>                                                                       <C>                   <C>
ASSETS

Current Assets:
    Cash and cash equivalents...........................................   $            4,166    $            2,475
    Receivables.........................................................                  116                   119
    Prepaid expenses....................................................                  138                    54
                                                                           -------------------   -------------------
                                                                                        4,420                 2,648
                                                                           -------------------   -------------------
Long Term Investments:
    Investment in real estate...........................................                4,870                 4,800
                                                                           -------------------   -------------------
                                                                           $            9,290    $            7,448
                                                                           ===================   ===================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts payable and accrued expenses...............................   $              281    $              594
Long Term Liabilities:
    Accrued medical insurance premiums..................................                  664                   711
                                                                           -------------------   -------------------
                                                                                          945                 1,305
                                                                           -------------------   -------------------
Stockholders' Equity:
    Preferred stock--($1.00 par value, 1,000 shares authorized, 0 
      shares issued and outstanding ...................................                   --                    --
    Common stock--($.10 par value, 15,000 shares authorized, 6,000
      shares issued and outstanding and 4,000 shares issued and
      outstanding, respectively)........................................                  600                   400   
    Other paid-in capital...............................................                7,804                 5,782
    Accumulated deficit.................................................                  (59)                  (39)
                                                                           -------------------   -------------------
                                                                                        8,345                 6,143
                                                                           -------------------   -------------------
                                                                           $            9,290    $            7,448
                                                                           ===================   ===================
</TABLE>


See notes to consolidated financial statements.


                                       2
<PAGE>   4

                STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)

                      SIENA HOLDINGS, INC. AND SUBSIDIARIES
          (IN THOUSANDS, EXCEPT NET EARNINGS (LOSS) PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                Quarter Ended                  Nine Months Ended
                                                                  March 31                         March 31
                                                        -------------- --------------    -------------- --------------
                                                             1999           1998              1999           1998
                                                        -------------- --------------    -------------- --------------
<S>                                                     <C>            <C>               <C>            <C>
Revenues:
         Commissions and fees.........................  $         116             56               395            267
         Interest.....................................             46             25               123             72
         Trust expense reimbursement..................             43            105               186            263
         Other........................................              1              1                 9             50
                                                        -------------- --------------    -------------- --------------
                                                                  206            187               713            652
                                                        -------------- --------------    -------------- --------------
Expenses:
         Personnel....................................            109             91               333            240
         Other operating..............................             95            111               400            341
                                                        -------------- --------------    -------------- --------------
                                                                  204            202               733            581
                                                        -------------- --------------    -------------- --------------
Income (loss) from operations before federal            
         income tax...................................              2            (15)              (20)            71
Federal income tax (expense) benefit..................            --               5               --             (25)
                                                        -------------- --------------    -------------- --------------
Net income (loss).....................................  $           2            (10)              (20)            46
                                                        ============== ==============    ============== ==============

Basic earnings (loss) per share:
         Net income (loss)............................  $        0.00* $       (0.00)*   $      (0.00)* $        0.01*
Average number of shares..............................          6,000*         4,000 *          5,073 *         4,000*

Diluted earnings (loss) per share:
         Net income (loss)............................  $        0.00* $       (0.00)*   $      (0.00)* $        0.01*
Average number of shares..............................          6,000*         4,093 *          5,073 *         4,033*
</TABLE>

* Per share amounts are based on shares issued or reserved for issuance to
  creditors.

See notes to consolidated financial statements.


                                       3
<PAGE>   5
                STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)

                      SIENA HOLDINGS, INC. AND SUBSIDIARIES
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                              Nine Months Ended  Nine Months Ended
                                                                                March 31, 1999     March 31, 1998
                                                                              ------------------ ------------------
<S>                                                                           <C>                <C>
Operating activities:
     Net income (loss)....................................................... $             (20) $              46
     Adjustments to reconcile net income (loss) to net cash provided (used)
     by operating activities:
          Compensation expense for stock options.............................                22                  6
          Federal income tax expense charged to other paid-in capital due to 
             the utilization of pre-reorganization tax attributes............               --                  25
     (Increase) decrease in receivables and prepaid expenses.................               (81)               183
     Increase (decrease) in current accounts payable and accrued expenses....              (313)               (15)
     Decrease in long term accrued medical insurance premiums................               (47)               (42)
                                                                              ------------------ ------------------
                 Net cash provided (used) by operating activities............              (439)               203
                                                                              ------------------ ------------------
Investing activities:
     Increase in investment in real estate...................................               (70)               --
                                                                              ------------------ ------------------
                 Net cash provided (used) by investing activities............               (70)               --
                                                                              ------------------ ------------------

Financing activities:
     Issuance of common stock                                                             2,200                --
                                                                              ------------------ ------------------
                 Net cash provided (used) by financing activities............             2,200                --
                                                                              ------------------ ------------------

Net increase (decrease) in cash and cash equivalents.........................             1,691                203
Cash and cash equivalents at beginning of period.............................             2,475              1,941
                                                                              ------------------ ------------------
Cash and cash equivalents at end of period................................... $           4,166  $           2,144
                                                                              ================== ==================

Cash payments for:
     Interest................................................................ $             --   $             --
     Federal income tax...................................................... $             --   $             --

Non-cash transactions:
     Issuance of stock options............................................... $              22  $               6
</TABLE>

See notes to consolidated financial statements.


                                       4
<PAGE>   6

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                      SIENA HOLDINGS, INC. AND SUBSIDIARIES

                                 MARCH 31, 1999


NOTE A -- BASIS OF FINANCIAL STATEMENT PRESENTATION

     The accompanying unaudited consolidated financial statements include the
accounts of Siena Holdings, Inc. ("SHI"), formerly Lomas Financial Corporation
("LFC"), and its subsidiaries (collectively, the "Company"). SHI's wholly-owned,
principal subsidiaries are Siena Housing Management Corp. and LLG Lands, Inc.
Prior to October 1, 1996, SHI's wholly-owned principal subsidiary was Lomas
Mortgage USA, Inc. ("LMUSA"), now known as Nomas Corp. As a result of the
confirmation of LMUSA's Chapter 11 reorganization plan (see "Note B -
Reorganization"), the Company's interest in LMUSA was extinguished effective
October 1, 1996. LFC's plan of reorganization was confirmed on October 4, 1996,
but not effective until March 1997.

     In accordance with the American Institute of Certified Public Accountants'
Statement of Position 90-7, "Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code", the Company adopted fresh-start accounting as of
April 1, 1997, after all material conditions required by the Plan were
satisfied. The delay in the adoption of fresh-start accounting was due to
uncertainties surrounding the resolution of claims and intercompany disputes
between the LMUSA Creditors' Committee and the LFC Creditors' Committee. Since
April 1, 1997, the Company's financial statements have been prepared as if it is
a new reporting entity. Under fresh-start accounting, all assets and liabilities
were restated to reflect their reorganization value, which approximated fair
value at the date of reorganization. See "Item 8. Financial Statements and
Supplementary Data" in the Company's annual report on Form 10-K for the year
ended June 30, 1998 for more details on fresh-start reporting.

     The financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates. Certain reclassifications have been made to prior quarters' financial
statements to conform to the current presentation. Operating results for the
quarter are not necessarily indicative of the results that may be expected for
the fiscal year. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-K for the year ended June 30, 1998.

NOTE B -- REORGANIZATION

     On October 10, 1995, LFC, two subsidiaries of LFC and LMUSA (collectively
the "Debtor Corporations") filed separate voluntary petitions for reorganization
under Chapter 11 of the Federal Bankruptcy Code in the District of Delaware. The
petitioning subsidiaries were Lomas Information Systems, Inc. ("LIS") and Lomas
Administrative Services, Inc. ("LAS").

     The Debtor Corporations filed two separate plans of reorganization with the
Bankruptcy Court. An order confirming the second amended joint plan of
reorganization filed on October 4, 1996 for LFC, LIS and LAS (the "Joint
Debtors") and a stipulation and order among the Joint Debtors and the appointed
statutory committee of unsecured creditors of LFC (the "LFC Creditors'
Committee") regarding technical modifications to the plan of reorganization and
confirmation order filed on January 27, 1997 together with the second amended
joint plan of reorganization filed on July 3, 1996 are collectively referred to
herein as the "Joint Plan".


                                       5
<PAGE>   7
     The Joint Plan was confirmed on October 4, 1996, by the Bankruptcy Court.
An agreement in respect of intercompany claims between the LFC Creditors'
Committee and the appointed statutory committee of the unsecured creditors of
LMUSA (the "Intercompany Agreement") was approved by the Bankruptcy Court on
February 21, 1997, and became effective in March 1997. Additionally, the Company
transferred $3 million in cash to partially fund a litigation trust to pursue
third-party claims pursuant to the LFC/LMUSA joint litigation trust agreement
among LFC and its subsidiaries and LMUSA, dated March 6, 1997 (the "LFC/LMUSA
Litigation Trust"), filed as an exhibit to the Company's annual report on Form
10-K for the year ended June 30, 1997. Subject to certain exceptions in the
Intercompany Agreement, the LFC Creditors' Trust (as defined herein) and the
creditors' trust established pursuant to the LMUSA Plan will receive sixty and
forty percent, respectively, of net proceeds from litigation. There can be no
assurance that the LFC/LMUSA Litigation Trust will produce any proceeds which
will benefit the Creditors Trust and former creditors. The LFC Creditors'
Committee waived all other conditions and the Joint Plan became effective March
7, 1997 and the Company emerged with a new name, Siena Holdings, Inc. For more
information on the reorganization process, refer to the Company's annual report
on Form 10-K for the year ended June 30, 1998.

     Pursuant to the Joint Plan, the Class 3 unsecured creditors will receive a
combination of cash and new common stock as settlement of their allowed claim.
On November 12, 1997, the initial distribution date (the "Initial Distribution
Date"), $12.5 million was disbursed to the distribution agent for the Class 3
unsecured creditors. On May 11, 1998, a second distribution in the amount of
$6.2 million was disbursed to the distribution agent for benefit of the Class 3
unsecured creditors. The third cash distribution was made to the distribution
agent on April 21, 1999, in the amount of $4.3 million, for a total cash
distribution through April 21, 1999, of approximately $23 million. In addition,
as assets in the Creditors' Trust (see "Note C - Creditors' Trust") are
liquidated and/or the contingent obligations are favorably resolved, additional
distributions will be made to the Class 3 unsecured creditors.

     Also, on the Initial Distribution Date pursuant to the Joint Plan and a
decision by the LFC Creditors' Committee, 4,000,000 shares of the new common
stock were issued by the stock transfer agent. For balance sheet presentation
and earnings (loss) per share, the 4,000,000 shares were considered issued as of
April 1, 1997. The process by the stock distribution agent resulted in 3,986,720
shares of common stock actually distributed to former creditors through March 7,
1999. As of that date, there were 13,280 shares of common stock issued but not
delivered related to bonds not exchanged for stock by the March 7, 1999 deadline
and 164,599 shares of common stock held for disputed claims that have been
resolved. The Company expects the total of 177,879 shares to be redistributed by
the stock distribution agent in the fourth quarter of fiscal year 1999 to all
allowed creditors that have received prior stock distributions.

     Recognizing the need of the Company for additional working capital, the
Chairman of the Company offered to make a cash investment for a certain number
of shares of the Company's common stock. This offer was considered and accepted
by the Company's Board of Directors at its regularly scheduled quarterly meeting
held in Wilmington, Delaware on September 23, 1998. The Chairman did not
participate in the vote of the Board accepting this offer. On November 5, 1998,
the Company received $2.2 million in exchange for 2 million shares of the
Company's common stock. This transaction increased the number of outstanding
shares of common stock to 6 million.

     THE 6,000,000 SHARES OF THE NEW COMMON STOCK ARE RESTRICTED IF THE EFFECT
OF A TRANSFER WOULD RESULT IN AN OWNERSHIP INCREASE TO 4.5 PERCENT OR ABOVE OF
THE TOTAL OUTSTANDING SHARES OR FROM 4.5 PERCENT TO A GREATER PERCENTAGE OF THE
TOTAL OUTSTANDING SHARES, WITHOUT PRIOR APPROVAL BY THE BOARD OF DIRECTORS AS
DESCRIBED IN THE RESTATED CERTIFICATE OF INCORPORATION. SEE EXHIBITS TO THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED JUNE 30, 1997.

     The amounts ultimately distributed to the former creditors will be solely
dependent on the success of the Company, the amounts realized from the
collection of assets and the settlement of liabilities for both the Creditors'
Trust and the Litigation Trust. See "Note C - Creditors' Trust".


                                       6
<PAGE>   8

     THE LFC CREDITORS TRUST AND ANY PROCEEDS FROM THE LFC/LMUSA LITIGATION
TRUST ARE SOLELY FOR THE BENEFIT OF THE FORMER CREDITORS OF THE JOINT DEBTORS.
STOCKHOLDERS WILL NOT BENEFIT FROM THESE TRUSTS UNLESS THEY HELD CLASS 3 -
GENERAL UNSECURED CLAIMS AS DEFINED IN THE JOINT PLAN. SEE "NOTE C - CREDITORS'
TRUST".

NOTE C -- CREDITORS' TRUST

     The Joint Plan established a creditors' trust (the "Creditors' Trust") in
which the Company serves as trustee. The Creditors' Trust holds the
non-reorganized assets of the Company in trust pending their disposition and/or
distribution to the creditors in accordance with the terms of the Joint Plan.
The Creditors' Trust is organized for the sole purpose of liquidating the
non-reorganized assets including proceeds, if any from the LFC/LMUSA Litigation
Trust and will terminate on October 4, 2001, unless an extension is approved by
the Bankruptcy Court. The assets and liabilities of the Creditors' Trust are not
reflected in the accompanying Consolidated Balance Sheets as the Company is not
the beneficiary of the Trust. Accordingly, revenues and expenses related to the
Creditors' Trust assets and liabilities since April 1, 1997, are not reflected
in the accompanying Statements of Consolidated Operations. The allocation of
costs between the Creditors' Trust and the Company is based on management's
estimate of each entity's proportional share of costs. Gains and losses from the
Creditors' Trust are solely for the former creditors' benefit and the Company
has no risk of loss on the assets or liabilities. The amounts ultimately
distributed to the former creditors will be solely dependent on the success of
the Company, the amounts realized from the collection of assets and settlement
of liabilities for both the Creditors' Trust and the LFC/LMUSA Litigation Trust.
Stockholders who are not former creditors of the Joint Debtors are not
beneficiaries of the Creditors' Trust.

     There can be no assurance that the LFC/LMUSA Litigation Trust will produce
any proceeds which will benefit the Creditors' Trust and former creditors.

     The following is a summary of the non-reorganized assets and liabilities
held in the Creditors' Trust as of March 31, 1999 (in thousands) (unaudited):

<TABLE>
<S>                                                                                               <C>            
       Cash held in reserve for payment of administrative expenses and other trust liabilities..  $           196
       Accounts payable and accrued expenses....................................................               (9)
                                                                                                  ---------------
              Cash available for future trust expenses*.........................................  $           187
                                                                                                  ===============

       Cash held in reserve for payment of certain claims.......................................  $            85
                                                                                                  ===============

       Net assets of the Creditors' Trust:
              Cash**............................................................................  $         5,378
              Cash reserved for contingent obligations..........................................            3,500
              Investments.......................................................................               21
                                                                                                  ---------------
                         Net assets of the Creditors' Trust.....................................  $         8,899 
                                                                                                  ===============
</TABLE>


        * Pursuant to the Joint Plan, an additional $300,000 of cash was set
        aside during the year ended June 30, 1998, and depleted during the
        second quarter of fiscal year 1999. Beginning October 1, 1998, all
        interest earned from the cash held by the Creditors' Trust has been used
        to increase the cash held in reserve for payment of administrative
        expenses and other trust liabilities. The interest income added to the
        reserve amounted to $212,000 for the period October 1, 1998 through
        March 31, 1999.

        ** On April 21, 1999, $4.3 million was disbursed to the distribution
        agent for distribution to the Class 3 unsecured creditors, for a total
        cash distribution through April 21, 1999, to the Class 3 unsecured
        creditors of approximately $23 million. See "Note B - Reorganization".


                                       7
<PAGE>   9

     The Company charged to the Creditors' Trust expenses of $43,000 and
$186,000 for the quarter and nine months ended March 31, 1999, respectively, and
$105,000 and $263,000 for the quarter and nine months ended March 31, 1998,
respectively, reported as trust expense reimbursement on the Company's Statement
of Consolidated Operations. The expenses consisted of an overhead allocation
from the Company, based upon management's estimate of resources used by the
Creditors' Trust. The allocation of overhead to the Creditors' Trust is expected
to continue to decrease during fiscal year 1999.

     The cash reserve for contingent obligations in the amount of $3.5 million
as of March 31, 1999, includes $1.0 million for a contingent liability to SHI
related to insurance retention, $1.0 million for possible additional legal
expense related to the LFC/LMUSA Litigation Trust and $1.5 million for other
legal and administrative expenses.

     In February 1999, the Creditors' Trust received a distribution of $268,000
from the investment it carried in two limited partnerships which funded
institutional mortgage loans. The funds received reduced the $440,000 writeoff
which occurred in the first quarter of fiscal year 1999.

     On July 1, 1998, a federal district court approved a settlement of the
funds held in the Management Security Plan ("MSP") trust whereby the Creditors'
Trust and the MSP beneficiaries would equally share the assets remaining after
payment of certain legal expenses and MSP trust fees, in the amount of $0.4
million. Accordingly, on July 10, 1998, the Creditors' Trust received $4.085
million pursuant to the final settlement. Refer to the Company's annual report
on Form 10-K for the year ended June 30, 1998, for more information on the MSP
trust.

     THE LFC CREDITORS TRUST AND ANY PROCEEDS FROM THE LFC/LMUSA LITIGATION
TRUST ARE SOLELY FOR THE BENEFIT OF THE FORMER CREDITORS OF THE JOINT DEBTORS.
STOCKHOLDERS WILL NOT BENEFIT FROM THESE TRUSTS UNLESS THEY HELD CLASS 3 -
GENERAL UNSECURED CLAIMS AS DEFINED IN THE JOINT PLAN. SEE "NOTE B -
REORGANIZATION".

NOTE D -- STOCK AND COMPENSATION PLANS

     Compensation Plans. Separate retention agreements (the "Retention
Agreements"), filed as an exhibit to the Company's quarterly report on Form 10-Q
for the period ended December 31, 1997, were approved by the Board of Directors
effective December 1, 1997, for the Company's two executive officers, John P.
Kneafsey - Chief Executive Officer and W. Joseph Dryer - President. The
Retention Agreements, with a five year term, provide for the payment of: (1) a
monthly retainer, (2) severance upon early termination of the contract by the
Company, and (3) a success bonus based upon certain performance criteria of the
Company and its subsidiaries and the Company's results as trustee of the
Creditors' Trust.

     In accordance with the success bonus defined above, the Board of Directors
approved a bonus payable in the fourth quarter of fiscal year 1998 to the
executive officers of the Company based on cash received by the Creditors' Trust
in excess of the book value upon liquidation of a subordinated promissory note
held in the Creditors' Trust. The Company received $590,000 in May 1998 for the
bonus pool from the proceeds received by the Creditors' Trust. The Board of
Directors approved an aggregate bonus amount of $492,000 for the executive
officers. One payment was made in May 1998 and the remaining balance of $295,000
was paid in February 1999. A payable of $0 and $295,000 is included in accounts
payable and accrued expenses on the Company's Consolidated Balance Sheet as of
March 31, 1999 and June 30, 1998, respectively.

         Directors' Compensation Plans. At the annual meeting on December 16,
1998, the shareholders of SHI (the "Shareholders") approved additional
compensation with a retroactive effective date of December 1, 1997, for the
non-officer members of the Board of Directors (the "Directors' Additional
Compensation Plan"), as described in the SHI Proxy Statement dated November 9,
1998. The Directors' Additional Compensation Plan, with a five year term,
provides for a success bonus for each non-officer director based on the same
performance criteria as the success bonuses for the officers. During the year
ended June 30, 1998, two transactions were closed that resulted in an aggregate
bonus to the non-officer directors under the Directors' Additional Compensation
Plan of $98,000. One payment was made in December 1998, after


                                       8
<PAGE>   10

approval by the Shareholders. The three other non-officer directors elected to
defer the payments pursuant to the SHI Deferred Compensation Plan (the "Deferred
Compensation Plan"), approved by the Board of Directors on December 16, 1998.
The SHI Deferred Compensation Plan Document is expected to be finalized and
filed in the fourth quarter of fiscal year 1999.

     The Deferred Compensation Plan, with an effective date of December 16,
1998, allows the members of the Board of Directors to defer annual director
fees, meeting fees, and success bonus payments for a given calendar year. A
deferred compensation balance of $101,000 and a payable balance of $98,000 is
included in accounts payable and accrued expenses on the Company's Consolidated
Balance Sheet as of March 31, 1999 and June 30, 1998, respectively.

     Stock Option Plan. The Retention Agreements also awarded stock options to
Mr. Kneafsey and Mr. Dryer pursuant to the SHI Nonqualified Stock Option
Agreements (the "Stock Option Plan"), included as exhibits to the Company's
quarterly report on Form 10-Q for the period ended December 31, 1997. The Stock
Option Plan granted the officers options to purchase an aggregate of 434,750
shares of the Company's common stock, with an effective date of December 1, 1997
(the "Date of Grant").

     The options granted under the Stock Option Plan have an exercise price of
$0.92 per common share and vest at a rate of twenty percent per year for five
years on the anniversary of the Date of Grant. The fair market value of the
common stock on the Date of Grant was $1.109. Upon the event of any
change-in-control of the Company the stock options shall be 100% vested. The
stock options resulted in compensation expense of $4,000 and $12,000, with a
corresponding increase in additional paid-in capital, for the quarter and nine
months ended March 31, 1999, respectively, and $4,000 and $6,000 for the quarter
and nine months ended March 31, 1998, respectively. Additional stock options or
other forms of long-term incentive compensation arrangements may from time to
time be granted by the Board of Directors.

         Directors' Stock Option Plan. The Nonqualified Stock Option Agreements
for the Board of Directors (the "Directors' Stock Option Plan") were also
approved by the Shareholders on December 16, 1998, and are included as Exhibits
10.1 - 10.4 to this quarterly report on Form 10-Q for the period ended March 31,
1999. The Directors' Stock Option Plan granted each of the five directors' the
option to purchase 40,000 shares of the Company's common stock, with an
effective date of December 1, 1997 (the "Date of Grant").

     The options granted under the Directors' Stock Option Plan have an exercise
price of $0.92 per common share and vest at a rate of twenty percent per year
for five years on the anniversary of the Date of Grant. The fair market value of
the common stock on the Date of Grant was $1.109. Upon the event of any
change-in-control of the Company the stock options shall be 100% vested. The
directors' stock options resulted in compensation expense of $2,000 and $10,000,
with a corresponding increase in additional paid-in capital, for the quarter and
nine months ended March 31, 1999, respectively. The compensation expense
recognized in the second quarter was for the period December 1, 1997 through
December 31, 1998.

NOTE E -- EARNINGS (LOSS) PER SHARE

     During the second quarter of fiscal year 1998 the Company adopted SFAS No.
128 "Earnings Per Share" ("SFAS No. 128") which replaces the presentation of
primary earnings per share ("EPS") with a presentation of basic EPS and requires
dual presentation of basic and diluted EPS. SFAS No. 128 is effective for both
interim and annual financial statements issued after December 15, 1997. The
Company retroactively applied SFAS No. 128 to the quarter ended September 30,
1997. Adoption of FAS 128 did not have a material impact on the earnings (loss)
per share.

     On November 5, 1998, the Company received $2.2 million in exchange for 2
million shares of the Company's common stock. This transaction increased the
number of outstanding shares of common stock to 6 million.

     Earnings (loss) per common share for the quarters ended March 31, 1999 and
1998, were determined using the weighted average shares issued or reserved for
issuance as of March 31, 1999 and 1998, respectively. Effective December 1, 1997
the Company granted options under the Stock Option Plan and the Directors' Stock
Option Plan. The effects of outstanding options are included in the calculation
of diluted earnings per common share to the extent that they are dilutive to
earnings. The options under the Directors' Stock Option Plan were not included
in the calculation of diluted earnings


                                       9
<PAGE>   11
per common share until the second quarter of fiscal year 1999 as they were not
approved by the Shareholders until December 16, 1998.

NOTE F -- ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

     In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related Information"
("SFAS No. 131"). This statement requires that companies disclose segment data
on the basis that it is used internally by management for evaluating segment
performance and allocating resources to segments. This statement requires that a
company report a measure of segment profit or loss, certain specific revenue and
expense items, and segment assets. It also requires various reconciliations of
total segment information to amounts in the consolidated financial statements.
The Company's current definition of its business segments will not materially
change from the current presentation. SFAS No. 131 is effective for fiscal years
beginning after December 31, 1997, thus the Company will adopt this statement as
of June 30, 1999.


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

RESULTS OF OPERATIONS

     Statements contained herein that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including
but not limited to statements regarding the Company's expectations, hopes,
beliefs, intentions or strategies regarding the future. Actual results could
differ materially from those projected in any forward-looking statements as a
result of a number of factors, including those detailed in this Management's
Discussion and Analysis of Financial Condition and Results of Operations, as
well as those set forth elsewhere herein. The forward-looking statements are
made as of the date of these financial statements and the Company undertakes no
obligation to update or revise the forward-looking statements, or to update the
reasons why actual results could differ materially from those projected in the
forward-looking statements.

     In accordance with the American Institute of Certified Public Accountants'
Statement of Position 90-7, "Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code", the Company adopted fresh-start accounting as of
March 31, 1997. See "Note A - Basis of Financial Statement Presentation". Since
April 1, 1997, the Company's financial statements have been prepared as if it is
a new reporting entity.

     The operating results of the Company during the quarters and nine months
ended March 31, 1999 and 1998 were as follows (in thousands):

<TABLE>
<CAPTION>
                                                                    Quarter Ended                Nine Months Ended
                                                                       March 31                       March 31
                                                             ----------------------------  -----------------------------
                                                                  1999          1998            1999          1998
                                                             ----------------------------  -----------------------------
<S>                                                          <C>             <C>           <C>             <C>
Operating income (loss):
         Assisted care management..........................  $        77     $        31   $        269    $        191
         Real estate.......................................           (4)             (2)           (13)              8
         Other.............................................           84             127            302             336
                                                              -----------    ------------  -------------   -------------
                                                                     157             156            558             535
Expenses:
         General and administrative........................         (155)           (171)          (578)           (464)
                                                              -----------    ------------  -------------   -------------
Income (loss) before federal income tax expense............            2             (15)           (20)             71
Federal income tax (expense) benefit.......................          --                5            --              (25)
                                                              -----------    ------------  -------------   -------------
                   Net income (loss).......................   $        2     $       (10)  $        (20)   $         46
                                                              ===========    ============  =============   =============
</TABLE>


                                       10
<PAGE>   12

     Assisted Care Management. The increase in the profitability of the assisted
care management operations from $31,000 and $191,000 for the quarter and nine
months ended March 31, 1998, respectively, to $77,000 and $269,000 for the
quarter and nine months ended March 31, 1999, respectively, is primarily
attributable to the increased management fee received by Siena Housing
Management, Inc. ("SHM"), a wholly-owned subsidiary of the Company.

     SHM manages and maintains an assisted care facility in Houston, Texas under
a management agreement into which it entered on June 27, 1977 with Treemont,
Inc. ("Treemont"). Treemont elected to make significant capital improvements for
fire protection that were funded by operations. These expenditures decreased the
quarterly management fee received by SHM beginning with the second quarter of
fiscal year 1998 through the first quarter of fiscal year 1999. Upon completion
of the fire protection capital improvements, Treemont reduced the related
accrual to actual costs incurred. As SHM receives a fee based on Treemont's net
income, the elimination of this accrual resulted in a non-recurring increase to
SHM's management fee income in the amount of $61,000 and a related increase in
personnel expense of $15,000, for the quarter ended December 31, 1998. Refer to
the Company's annual report on Form 10-K for the fiscal year ended June 30, 1998
for more information on the Company's assisted care business and management
contract.

     In the fourth quarter of fiscal year 1998, the owners of Treemont contacted
the Company's management and requested a legal review of the management
agreement as they believed certain parts of the contract were illegal. The
Company's position is that the agreement is substantially secured at this time
by the Treemont property in Houston. There have been no further discussions
related to this matter.

     Real Estate. The Company's investment in real estate is owned by LLG Lands,
Inc. ("LLG"), a wholly-owned subsidiary of the Company. The Company holds
approximately 150 net acres of undeveloped land in Allen, Texas. Of this total,
approximately 37 net acres are zoned for multi-family use, the remaining net
acreage was zoned for single family use and commercial use. The Company
attempted to increase the values of the property through the re-zoning and
relocation of zoning in certain tracts. The Company has been notified that its
re-zoning application has been approved. By this application the Company
relocated its multi-family tract to a more accessible location and changed the
single family zoning to light industrial. Refer to the Company's annual report
on Form 10-K for the fiscal year ended June 30, 1998 for more information on the
Company's real estate investment.

     The decrease in operating income for the nine months ended March 31, 1999
from the same period in fiscal year 1998 is primarily due to decreased interest
income as a result of a decision by management to maintain a smaller cash
balance at the subsidiary company. Costs related to the re-zoning, marketing and
developing the property were consistent between periods and will continue, some
of which may be capitalized.

     Other Operations. The Company reported other operating income of $84,000
and $302,000 for the quarter and nine months ended March 31, 1999, respectively,
and $127,000 and $336,000 for the quarter and nine months ended March 31, 1998,
respectively. This included an overhead allocation based upon management's
estimate of resources used by the Creditors' Trust and charged to the Creditors'
Trust of $43,000 and $186,000 for the quarter and nine months ended March 31,
1999, respectively, as compared to $105,000 and $263,000 for the quarter and
nine months ended March 31, 1998, respectively. The allocation of overhead to
the Creditors' Trust is expected to decrease during fiscal year 1999.

     The remaining income consisted primarily of interest income of $40,000 and
$109,000 for the quarter and nine months ended March 31, 1999, respectively,
compared to only $21,000 and $28,000 for the quarter and nine months ended March
31, 1998, respectively. This increase is due to a decision by management to
maintain a larger cash balance at the parent company and the $2.2 million
increase in cash as a result of the issuance of additional common stock on
November 5, 1998.

     Expenses. General and administrative expenses were $155,000 and $578,000
for the quarter and nine months ended March 31, 1999, respectively, as compared
to $171,000 and $464,000 for the quarter and nine months ended March 31, 1998,
respectively. The increase for the nine month period is attributable to: (1)
non-recurring consulting expenses of $90,000 in the first quarter of fiscal
1999, (2) an increase in the monthly retainer as a result of the officers' new
retention agreements effective December 1, 1997, for an increase of $48,000 for
the nine months ended March 31, 1999, (3) additional directors fees of $22,000
as compared to the same nine month period in the prior year resulting from the
accrual of the directors' 1999 annual fee and two additional meetings (the
directors' fiscal 1998 annual fee was paid and expensed


                                       11
<PAGE>   13
in the fourth quarter of fiscal 1997), and (4) stock options for the officers
and directors resulted in related expense of $22,000 for the nine month period
ended March 31, 1999 as compared to only $6,000 in the prior year. These
increases were offset slightly by decreases in corporate insurance, accounting,
and SEC reporting and stockholder expenses. The decrease for the quarter is
primarily due to a decrease in corporate insurance expense.

     Due to the Company's lack of dependence on computer software, the Company
does not expect the cost of addressing the Year 2000 issue to have a material
impact on the Company's future operating results.

LIQUIDITY AND CAPITAL RESOURCES

     As of March 31, 1999, the only liabilities of the Company were accounts
payable and accrued expenses which will be paid from current operating cash
available as of March 31, 1999.

     In December 1997, the Company received a letter from the attorney of the
insurance company that carried the former directors and officers insurance
coverage, stating that there is a $1.0 million per claim retention which must be
completely exhausted before the insurance company is implicated. Management at
this time believes that the Company is not responsible for this retention amount
as a result of the Joint Plan.

     Management has reviewed the Company's position pursuant to the trustee
agreement and the Joint Plan to lend additional funds to the LFC/LMUSA
Litigation Trust and believes the Company has no financial obligation.

     On September 25, 1998 the Company was advised that it was named as a
Counter-Defendant in the counterclaim filed by the defendants of the LFC/LMUSA
Litigation Trust's lawsuit against certain former officers and directors of
Lomas Financial Corporation and subsidiaries. The counterclaim seeks joint and
several liability. The Company has responded to the counterclaim denying
liability and preserving the Company's rights and defenses. Separately the
Company initiated litigation in the Delaware Bankruptcy Court to obtain a
declaration of rights and an order to turn over records. A successful outcome in
the Delaware court should resolve the counterclaim.

     Recognizing the need of the Company for additional working capital, the
Chairman of the Company offered to make a cash investment for a certain number
of shares of the Company's common stock. This offer was considered and accepted
by the Company's Board of Directors at its regularly scheduled quarterly meeting
held in Wilmington, Delaware on September 23, 1998. The Chairman did not
participate in the vote of the Board accepting this offer. On November 5, 1998,
the Company received $2.2 million in exchange for 2 million shares of the
Company's common stock. This transaction increased the number of outstanding
shares of common stock to 6 million.


PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     In December 1997, the Company received a letter from the attorney of the
insurance company that carried the former directors and officers insurance
coverage, stating that there is a $1.0 million per claim retention which must be
completely exhausted before the insurance company is implicated. Management at
this time believes that the Company is not responsible for this retention amount
as a result of the Joint Plan.

     Management has reviewed the Company's position pursuant to the trustee
agreement and the Joint Plan to lend additional funds to the LFC/LMUSA
Litigation Trust and believes the Company has no financial obligation.

     On September 25, 1998 the Company was advised that it was named as a
Counter-Defendant in the counterclaim filed by the defendants of the LFC/LMUSA
Litigation Trust's lawsuit against certain former officers and directors of
Lomas Financial Corporation and subsidiaries. The counterclaim seeks joint and
several liability. The Company has responded to the counterclaim denying
liability and preserving the Company's rights and defenses. Separately the
Company initiated litigation in the Delaware Bankruptcy Court to obtain a
declaration of rights and an order to turn over records. A successful outcome in
the Delaware court should resolve the counterclaim.


                                       12
<PAGE>   14

     The LFC Creditors' Trust and any proceeds from the LFC/LMUSA Litigation
Trust are solely for the benefit of the former creditors of the Joint Debtors.
Stockholders will not benefit from these trusts unless they held Class 3 -
general unsecured claims as defined in the Joint Plan.

     The assisted care facility management subsidiary, SHM, is a wholly-owned
subsidiary of the Company, and conducts business in Houston, Texas pursuant to a
management agreement. SHM manages and maintains an assisted care facility in
Houston, Texas under a management agreement into which it entered on June 27,
1977 with Treemont. In the fourth quarter of fiscal year 1998, the owners of
Treemont contacted the Company's management and requested a legal review of the
management agreement as they believed certain parts of the contract were
illegal. The Company's position is that the agreement is substantially secured
at this time by the Treemont property in Houston. There have been no further
discussions related to this matter.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     Refer to the Company's annual report on Form 10-K for the year ended June
30, 1998, for information regarding defaults by the Company relating to the debt
obligations of the Predecessor Company.


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

         (a) Exhibits:

<TABLE>
<CAPTION>
                 Exhibit
                 Number   
                 -------
                  <S>     <C>
                  (10.1)  Siena Holdings, Inc. Nonqualified Stock Option Agreement,  effective December 1, 1997
                          and approved by shareholders December 16, 1998, by and between SHI and Eric M. Bodow

                  (10.2)  Siena Holdings, Inc. Nonqualified Stock Option Agreement,  effective December 1, 1997
                          and approved by shareholders December 16, 1998, by and between SHI and James D. Kemp

                  (10.3)  Siena Holdings, Inc. Nonqualified Stock Option Agreement,  effective December 1, 1997
                          and approved by shareholders December 16, 1998, by and between SHI and Matthew S.
                          Metcalfe

                  (10.4)  Siena Holdings, Inc. Nonqualified Stock Option Agreement,  effective December 1, 1997
                          and approved by shareholders December 16, 1998, by and between SHI and Frank B. Ryan

                  (11)    Computation of Earnings (Loss) Per Share

                  (27)    Financial Data Schedule (submitted to the Securities
                          and Exchange Commission for its information).
</TABLE>

         (b) Reports on Form 8-K: None.


                                       13
<PAGE>   15

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.


                                                  SIENA HOLDINGS, INC.
                                             ---------------------------------
                                                      (Registrant)


Date: May   12, 1999                      By: /s/ W. JOSEPH DRYER 
                                             ---------------------------------
                                                     President


Date: May   12, 1999                      By:/s/  W. JOSEPH DRYER            
                                             ---------------------------------
                                               Principal Accounting Officer


                                       14
<PAGE>   16

                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                 Exhibit
                 Number     Description
                 -------  ---------------
                  <S>     <C>
                  (10.1)  Siena Holdings, Inc. Nonqualified Stock Option Agreement, effective December 1, 1997
                          and approved by shareholders December 16, 1998, by and between SHI and Eric M. Bodow

                  (10.2)  Siena Holdings, Inc. Nonqualified Stock Option Agreement, effective December 1, 1997
                          and approved by shareholders December 16, 1998, by and between SHI and James D. Kemp

                  (10.3)  Siena Holdings, Inc. Nonqualified Stock Option Agreement, effective December 1, 1997
                          and approved by shareholders December 16, 1998, by and between SHI and Matthew S.
                          Metcalfe

                  (10.4)  Siena Holdings, Inc. Nonqualified Stock Option Agreement, effective December 1, 1997
                          and approved by shareholders December 16, 1998, by and between SHI and Frank B. Ryan

                  (11)    Computation of Earnings (Loss) Per Share

                  (27)    Financial Data Schedule (submitted to the Securities and Exchange Commission for its
                          information).
</TABLE>