<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-Q

(MARK ONE)

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

         FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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: 001-12391

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

                                 PANAVISION INC.
             (Exact name of Registrant as specified in its charter)


                   DELAWARE                                  13-3593063
-----------------------------------------------       -------------------------
       (State or other jurisdiction of                    (I.R.S. Employer
        incorporation or organization)                    Identification No.)

             6219 DE SOTO AVENUE
          WOODLAND HILLS, CALIFORNIA                           91367
-----------------------------------------------       -------------------------
   (Address of principal executive offices)                  (Zip code)

                                 (818) 316-1000

                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 CORPORATE ISSUERS:

     INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES
OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.

     As of May 12, 1999, there were 8,055,619 shares of Panavision Inc. Common
Stock outstanding.


<PAGE>





                                 PANAVISION INC.

                     INDEX TO QUARTERLY REPORT ON FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 1999



PART I.  FINANCIAL INFORMATION

<TABLE>
<CAPTION>
<S>      <C>                                                                                          <C>
Item 1.  Financial Statements

         Condensed Consolidated Statements of Operations...............................................3

         Condensed Consolidated Balance Sheets.........................................................4

         Condensed Consolidated Statements of Cash Flows...............................................5

         Notes to Condensed Consolidated Financial Statements..........................................6

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



PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.............................................................13



SIGNATURES............................................................................................14
</TABLE>




                                       2
<PAGE>


                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

     The financial information herein, and management's discussion thereof,
include consolidated data for Panavision Inc. ("Registrant" or "Panavision") and
its subsidiaries. Registrant and its subsidiaries are sometimes herein referred
to collectively as the "Company".

                                 PANAVISION INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                     QUARTER ENDED
                                                                                       MARCH 31,
                                                                             ----------------------------
                                                                                 1999             1998
                                                                             ------------    ------------
<S>                                                                          <C>             <C>         
Camera rental..........................................................      $     31,113    $     29,926
Lighting rental........................................................             7,148           4,998
Sales and other........................................................             8,756           8,230
                                                                             ------------    ------------
Total rental revenue and sales.........................................            47,017          43,154
Cost of camera rental..................................................            15,575          14,542
Cost of lighting rental................................................             6,173           4,601
Cost of sales and other................................................             5,003           4,950
                                                                             ------------    ------------
Gross margin...........................................................            20,266          19,061
Selling, general and administrative expenses...........................            14,139          13,512
Research and development expenses......................................             1,357           1,057
                                                                             ------------    ------------
Operating income.......................................................             4,770           4,492
Interest income........................................................                91             166
Interest expense.......................................................           (10,202)         (2,294)
Foreign exchange gain (loss)...........................................              (736)            277
Other income, net......................................................               205             994
                                                                             ------------    ------------
Income (loss) before income taxes......................................            (5,872)          3,635
Income tax provision...................................................              (201)         (1,163)
                                                                             ------------    ------------
Net income (loss)......................................................      $     (6,073)   $      2,472
                                                                             ============    ============
Basic earnings (loss) per share........................................      $       (.75)   $        .13
                                                                             ============    ============
Diluted earnings (loss) per share......................................      $       (.75)   $        .13
                                                                             ============    ============

Shares used in computation - Basic.....................................             8,056          18,929

Shares used in computation - Diluted...................................             8,056          19,354
</TABLE>


                             See accompanying notes.



                                       3
<PAGE>


                                 PANAVISION INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT PAR VALUE DATA)

<TABLE>
<CAPTION>
                                                          MARCH 31, 1999 DECEMBER 31, 1998
                                                          -------------- -----------------
                                                           (UNAUDITED)

                         ASSETS

Current assets:
<S>                                                         <C>          <C>      
   Cash and cash equivalents ............................   $   4,193    $   9,772
   Accounts receivable
     (net of allowance of $3,192 and $3,391) ............      29,277       28,716
   Inventories ..........................................       9,937        9,648
   Prepaid expenses .....................................       3,272        3,142
   Income tax receivable ................................       1,621        1,678
   Other current assets .................................         862          415
                                                            ---------    ---------
Total current assets ....................................      49,162       53,371

Property, plant and equipment, net ......................     213,240      213,306
Goodwill ................................................       9,677        9,858
Other ...................................................      14,464       15,222
                                                            ---------    ---------
Total assets ............................................   $ 286,543    $ 291,757
                                                            =========    =========
    LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIENCY)
Current liabilities:
   Accounts payable .....................................   $   9,028    $   7,470
   Accrued liabilities ..................................      17,991       20,794
   Current maturities of long-term debt .................       6,009        4,814
                                                            ---------    ---------

Total current liabilities ...............................      33,028       33,078

Long-term debt ..........................................     465,998      463,605
Deferred tax liabilities ................................       6,755        6,862
Other liabilities .......................................       2,046        1,977

Commitments and Contingencies

Stockholders' equity/(deficiency):
   Preferred stock, $.01 par value; 2,000 shares
     authorized;
     no shares issued and outstanding ...................        --           --   
   Common stock, $.01 par value; 50,000 shares
     authorized; 8,056 shares issued and outstanding
     at March 31, 1999, and December 31, 1998 ...........          81           81
   Additional paid-in capital ...........................     168,032      168,032
   Accumulated deficit ..................................    (385,337)    (379,264)
   Accumulated other comprehensive loss .................      (4,060)      (2,614)
                                                            ---------    ---------

     Total stockholders' equity/(deficiency) ............    (221,284)    (213,765)
                                                            ---------    ---------

Total liabilities and stockholders' equity/(deficiency) .   $ 286,543    $ 291,757
                                                            =========    =========
</TABLE>


                             See accompanying notes.



                                       4
<PAGE>

                                 PANAVISION INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)


                                                      QUARTER ENDED MARCH 31,
                                                      -----------------------
                                                         1999        1998
                                                       ---------   --------
OPERATING ACTIVITIES
Net income (loss) ..................................   $ (6,073)   $  2,472
Adjustments to derive net cash provided by operating
activities:
     Depreciation and amortization .................      8,808       7,549
     Gain on sale of property and equipment ........       (537)     (1,021)
     Amortization of discount on subordinated notes       3,894        --
     Changes in operating assets and liabilities:
       Accounts receivable .........................       (561)       (287)
       Inventories .................................       (289)         30
       Prepaid expenses and other current assets ...       (577)     (3,490)
       Accounts payable ............................      1,558          (9)
       Accrued liabilities .........................     (2,803)       (968)
     Other, net ....................................        559       2,892
                                                       ---------   --------
Net cash provided by operating activities ..........      3,979       7,168
INVESTING ACTIVITIES
Capital expenditures ...............................     (9,938)    (15,627)
Proceeds from dispositions of fixed assets .........        735       4,187
                                                       ---------   --------
Net cash used in investing activities ..............     (9,203)    (11,440)
FINANCING ACTIVITIES
Borrowings under notes payable and credit agreement       3,000        --
Repayments of notes payable and credit agreement ...     (3,314)     (3,869)
Contribution from Warburg ..........................       --         3,041
Notes receivable from officers and key employees ...       --          (103)
                                                       ---------   --------
Net cash used in financing activities ..............       (314)       (931)
Effect of exchange rate changes on cash ............        (41)         18
                                                       ---------   --------
Net decrease in cash and cash equivalents ..........     (5,579)     (5,185)
Cash and cash equivalents at beginning of period ...      9,772      11,020
                                                       ---------   --------
Cash and cash equivalents at end of period .........   $  4,193    $  5,835
                                                       =========   ========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid during the period ....................   $  6,109    $  2,316
Income taxes paid during the period ................   $    597    $    226




                             See accompanying notes.


                                       5
<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   BASIS OF PREPARATION

     The accompanying condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. The results of operations for interim periods are not
necessarily indicative of the results that may be expected for the fiscal year.
The condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and accompanying notes included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1998.
All terms used but not defined elsewhere herein have the meaning ascribed to
them in the Company's 1998 Annual Report on Form 10-K.

     The condensed consolidated financial statements include the accounts of
Panavision, Panavision International, L.P. ("PILP") and PILP's majority-owned
subsidiaries. All significant intercompany amounts and transactions have been
eliminated.

     Certain amounts in previously issued financial statements have been
reclassified to conform to the 1999 presentation.

2.   THE PANAVISION RECAPITALIZATION

     On June 4, 1998, as contemplated by (i) an Agreement of Recapitalization
and Merger, dated as of December 18, 1997 (the "Recapitalization Agreement"), by
and among PX Holding Corporation ("PX Holding"), PX Merger Corporation (the
"Merger Sub") and Panavision Inc. (the "Company"), and (ii) an Amended and
Restated Voting and Stockholders Agreement, dated as of April 16, 1998 (the
"Stockholders Agreement"), by and among Warburg Pincus Capital Company, L.P., a
Delaware limited partnership ("Warburg"), the Company and Mafco Holdings Inc.
("Mafco"), a Delaware corporation, the Company consummated a merger whereby
Merger Sub was merged with and into the Company (the "Merger"), with the Company
remaining as the surviving corporation.

     As a result of the Merger, PX Holding, a wholly owned subsidiary of Mafco,
the sole stockholder of which is Ronald O. Perelman, has acquired an
approximately 91% controlling interest in the Company. Other stockholders own
approximately 9% of Panavision Common Stock.

     The Merger has been accounted for as a leveraged recapitalization as there
has been a significant continuation of stockholder ownership.



                                       6
<PAGE>

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED)
                                   (UNAUDITED)

3.   INVENTORIES

     Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                   MARCH 31, 1999   DECEMBER 31, 1998
                                                   --------------   -----------------
<S>                                                    <C>                <C>   
Finished goods ...........................             $4,856             $4,608
Work-in-process ..........................                164                100
Component parts ..........................              1,977              1,930
Supplies .................................              2,940              3,010
                                                       ------             ------
                                                       $9,937             $9,648
                                                       ======             ======
</TABLE>


4.   USE OF ESTIMATES AND OTHER UNCERTAINTIES

     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 such estimates.

     The Company's future results could be adversely affected by a number of
factors, including without limitation, (a) a significant reduction in the number
of feature films produced; (b) competitive pressures arising from changes in
technology, customer requirements and industry standards; (c) an increase in
expenses related to new product initiatives and product development efforts; (d)
unfavorable foreign currency fluctuations; and (e) significant increases in
interest rates.


5.   EARNINGS (LOSS) PER SHARE

     The following table sets forth the computation for basic and diluted
earnings (loss) per share (in thousands, except per share information):

<TABLE>
<CAPTION>

                                                                FIRST QUARTER ENDED
                                                                     MARCH 31,
                                                                -------------------
                                                                  1999       1998
                                                                -------------------
<S>                                                             <C>        <C>    
Numerator for basic and diluted earnings (loss) per share-net
   income (loss) ............................................   $(6,073)   $ 2,472
                                                                -------    -------
Denominator:
     Denominator for basic earnings (loss) per
       share-weighted-average shares ........................     8,056     18,929
     Effect of dilutive securities-employee stock options ...      --          425
                                                                -------    -------
     Denominator for diluted earnings (loss)per
       share-adjusted weighted-average shares ...............     8,056     19,354
Basic earnings (loss) per share .............................   $  (.75)   $   .13
                                                                =======    =======
Diluted earnings (loss) per share ...........................   $  (.75)   $   .13
                                                                =======    =======
</TABLE>


                                       7
<PAGE>

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED)
                                   (UNAUDITED)


6. GEOGRAPHICAL AND BUSINESS SEGMENT INFORMATION

     The following table presents revenue and other financial information by
business segment (in thousands):

<TABLE>
<CAPTION>
                                     ------------ ------------- ------------ ------------ -------------
THREE MONTHS ENDED                      NORTH                      ASIA
MARCH 31, 1999                         AMERICA       EUROPE       PACIFIC     CORPORATE      TOTAL
                                     ------------ ------------- ------------ ------------ -------------
<S>                                  <C>          <C>           <C>             <C>         <C>     
Revenue from
  external customers...........      $   24,036   $   18,324    $    4,657            -     $ 47,017
Intersegment revenue...........           2,595          779             -            -        3,374
Operating profit (loss)........           4,141          770         1,055       (1,196)       4,770



                                     ------------ ------------- ------------ ------------ -------------
THREE MONTHS ENDED                      NORTH                      ASIA
MARCH 31, 1998                         AMERICA       EUROPE       PACIFIC     CORPORATE      TOTAL
                                     ------------ ------------- ------------ ------------ -------------
Revenue from
  external customers...........      $   22,930   $   15,788    $    4,436            -     $ 43,154
Intersegment revenue...........           1,908          734             -            -        2,642
Operating profit (loss)........           4,492         (271)        1,124         (853)       4,492
</TABLE>


7.   COMPREHENSIVE INCOME (LOSS)

     For the first quarter ended March 31, 1999 and 1998, comprehensive income
(loss) amounted to $(7,519,000) and $2,823,000, respectively. The difference
between net income (loss) and comprehensive income (loss) relates to the
Company's change in foreign currency translation adjustments.



                                       8
<PAGE>


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

RESULTS OF OPERATIONS

QUARTER ENDED MARCH 31, 1999 COMPARED TO QUARTER ENDED MARCH 31, 1998

     Camera rental revenue increased $1.2 million, or 4.0%, to $31.1 million for
the quarter ended March 31, 1999 from $29.9 million for the quarter ended March
31, 1998. This increase was primarily due to an increase in commercial
production and television series in the Los Angeles market which resulted in
increased camera rental revenue of $1.9 million. This increase was partially
offset by a decrease in revenue from agents of $0.7 million.

     Lighting rental revenue increased $2.1 million, or 42.0%, to $7.1 million
for the quarter ended March 31, 1999 from $5.0 million for the quarter ended
March 31, 1998. This increase was primarily due to an increase in revenue at Lee
Lighting in the U.K. of $2.1 million resulting from increased feature activity.

     Sales and other revenue increased $0.6 million, or 7.3%, to $8.8 million
for the quarter ended March 31, 1999 from $8.2 million for the quarter ended
March 31, 1998. This increase was due primarily to an increase in sales at
Panavision Australia of $0.2 million, an increase in sales at the Lee Filters
operations of $0.2 million and other small increases throughout the Company.

     Cost of camera rental increased $1.1 million, or 7.6%, to $15.6 million for
the quarter ended March 31, 1998 from $14.5 million for the quarter ended March
31, 1998. This increase was primarily due to increased cost of camera rental at
Panavision Woodland Hills of $0.6 million, at Panavision New Zealand of $0.2
million and other small increases throughout the Company. The increased costs
relate to the growth in camera rental revenue as well as additional depreciation
expense for newly manufactured equipment.

     Cost of lighting rental increased $1.6 million, or 34.8%, to $6.2 million
for the quarter ended March 31, 1999 from $4.6 million for the quarter ended
March 31, 1998. The increase was primarily due to increased lighting rental
costs at Lee Lighting of $1.5 million resulting from the growth in lighting
rental revenue.

     Cost of sales and other was $5.0 million for the quarter ended March 31,
1999 and 1998. Although sales and other revenue increased, cost of sales
remained constant primarily due to better overall margins in Australia.

     Selling, general and administrative expenses increased $0.6 million, or
4.4%, to $14.1 million for the quarter ended March 31, 1999 from $13.5 million
for the quarter ended March 31, 1998. The increase was primarily due to an
increase in selling and distribution expenses at Panavision Woodland Hills of
$0.2 million, at Panavision U.K. of $0.2 million as well as other small
increases throughout the Company. The increases reflect an increase in salaries
and wages and sub-rental equipment expense.

     Research and development expenses increased $0.3 million, or 27.3%, to $1.4
million for the quarter ended March 31, 1990 from $1.1 million for the quarter
ended March 31, 1998. This increase was primarily due to a change in timing of
material costs for projects within the quarter.

     Net interest expense increased $8.0 million, to $10.1 million for the
quarter ended March 31, 1999 from $2.1 million for the quarter ended March 31,
1998. The increase was due to additional borrowings under the New Credit
Agreement and the Notes in connection with the Panavision Recapitalization.


                                       9
<PAGE>

     Net other expense was $0.5 million for the quarter ended March 31, 1999 as
compared to net other income of $1.3 million for the quarter ended March 31,
1998. This change was due to the fluctuation of foreign exchange rates between
quarters and a gain from the sale of two buildings in the U.K. of $0.8 million,
which was recognized in the first quarter of 1998.

     The effective tax rates for the quarters ended March 31, 1999 and 1998 were
3.4% and 32.0%, respectively. The change in the effective tax rates between
periods was primarily due to the elimination of federal and state income taxes
(other than certain state minimum taxes) as a result of additional interest
expense related to the Panavision Recapitalization. The Company has not
reflected a federal tax benefit relating to its losses as it is more likely than
not that it will not be able to realize benefit for such losses in the future.

LIQUIDITY AND CAPITAL RESOURCES

     The following table sets forth certain information from the Company's
Condensed Consolidated Statements of Cash Flows for the periods indicated (in
thousands):

                                                            THREE MONTHS
                                                            ENDED MARCH 31,
                                                      -------------------------
                                                        1999             1998
Net cash provided by (used in):                       --------         --------
Operating activities .........................        $  3,979         $  7,168
Investing activities .........................          (9,203)         (11,440)
Financing activities .........................            (314)            (931)

     For the quarter ended March 31, 1999, cash provided by operating activities
was $4.0 million. Net loss of $6.1 million, adjusted for depreciation and
amortization of $12.7 million provided $6.6 million, which was decreased by $2.6
million from the net change in non-cash working capital and miscellaneous items.
Total investing activities of $9.2 million were comprised of capital
expenditures of $9.9 million, offset by $0.7 million of proceeds received from
the disposition of fixed assets. The majority of the capital expenditures were
used to manufacture camera rental systems and accessories. Cash used in
financing activities of $0.3 million was used as a reduction of outstanding
borrowings.

     For the quarter ended March 31, 1998, cash provided by operating activities
was $7.2 million. Net income of $2.5 million, adjusted for depreciation and
amortization of $7.5 million, provided $10.0 million, which was decreased by
$2.8 million from the net change in non-cash working capital and miscellaneous
items. Total investing activities of $11.4 million were comprised of capital
expenditures of $15.6 million, offset by $4.2 million of proceeds received from
the disposition of fixed assets. The majority of the capital expenditures were
used to manufacture camera rental systems. Cash used in financing activities of
$0.9 million was used as a reduction of outstanding borrowings of $3.9 million
offset by a contribution from Warburg of $3.0 million.

     The Company intends to use the cash provided by operating activities to
make additional capital expenditures to manufacture camera systems and
accessories and to purchase other rental equipment. Additional cash flow
provided by operating activities will be used to repay debt outstanding under
the New Credit Agreement. Although there can be no assurance, the Company
believes that its existing working capital together with borrowings under the
New Credit Agreement and anticipated cash flow from operating activities will be
sufficient to meet its expected operating and capital spending requirements for
the foreseeable future. The Company will not be required to pay interest on the
New Notes until August 1, 2002, which management believes will assist the
Company in implementing its growth strategy.


                                       10
<PAGE>


     Panavision currently anticipates that in order to pay the principal amount
at maturity of the New Notes or upon the occurrence of an Event of Default (as
defined in the New Notes), to redeem the New Notes or to repurchase the New
Notes upon the occurrence of a Change of Control (as defined in the New Notes),
Panavision will be required to adopt one or more alternatives, such as seeking
capital contributions or loans from its affiliates, refinancing its indebtedness
or selling its equity securities. None of the affiliates of the Company will be
required to make any capital contributions or other payments to the Company with
respect to the Company's obligations on the New Notes, and the obligations of
the Company with respect to the New Notes will not be guaranteed by any
affiliate of the Company or any other person. There can be no assurance that any
of the foregoing actions could be effected on satisfactory terms, that they
would be sufficient to enable the Company to make any payments in respect of the
New Notes when required or that any of such actions would be permitted by the
terms of the Indenture or the debt instruments of Panavision then in effect.

     Panavision is a holding company whose only material asset is the capital
stock of and partnership interests in its subsidiaries. Panavision's principal
business operations are conducted by its subsidiaries, and Panavision has no
operations of its own. Accordingly, Panavision's only source of cash to pay its
obligations, is expected to be distributions with respect to its ownership
interests in its subsidiaries. There can be no assurance that Panavision's
subsidiaries will generate sufficient cash flow to pay dividends or distribute
funds to Panavision or that applicable state law and contractual restrictions,
including negative covenants contained in the debt instruments of such
subsidiaries, will permit such dividends or distributions.

YEAR 2000 COMPLIANCE

     The Year 2000 problem is the result of computer programs that were written
using two digits rather than four to define the applicable year. Accordingly,
computer programs that have time-sensitive software may recognize a date using
'00' as the year 1900 rather than the year 2000. This could result in complete
system failure or improper operation of systems, such as miscalculations.
Potential problems of this nature could cause disruptions to operations
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar activities. To address the Year 2000 issues,
the Company is using a multi-phased concurrent approach. The phases include
awareness, assessment, remediation, validation and implementation.

     The Company has completed its awareness and assessment phases of the Year
2000 project at all owned-and-operated locations. These phases centered on the
collection of information worldwide relative to system hardware, software and
programming issues which would need modification or replacement to ensure Year
2000 compliance. The assessment phase of the project with respect to the
Company's major customers and vendors is viewed as an ongoing process. The
Company has received a majority of the responses to its original information
requests circulated in 1998. However, the Company continues to request and
review updated information from certain key vendors and customers regarding the
continuing progress of their Year 2000 projects. At this time, the Company does
not believe that the costs associated with the Year 2000 issues applicable to
our vendors and customers will be material.

     The remediation and validation phases of the project are complete as they
relate to the main computer system and programs in operation at the Company's
headquarters in Woodland Hills, California. The main accounting software and
proprietary rental tracking software have been corrected to allow for the Year
2000 issues. At most other entities, the remediation phase is substantially
complete and we are well into the validation phase. Both of these phases are
expected to be complete prior to June 30, 1999. The Company also anticipates
completing the validation phase relative to its major vendors and customers
prior to June 30, 1999. At that time, if there are key vendors who are not Year
2000 compliant, the Company's contingency plan is to locate replacement vendors
whose operations are Year 2000 compliant.

     The Company estimates that it will have completed the implementation phase
relative to its internal systems and computer programs prior to June 30, 1999.
The Company currently believes that it will be able to modify, replace or
mitigate its affected systems in time to avoid any material detrimental impact
on its operations.


                                       11
<PAGE>

     The Company has incurred immaterial costs to date relative to Year 2000
issues. At this time, the Company does not believe that the upgrade costs
necessary for equipment and software will be material. The Company estimates
that future costs associated with Year 2000 issues may be approximately
$500,000.

     While the Company is not presently aware of any significant exposure
relative to its systems not being properly remediated in a timely manner, there
can be no assurance that all Year 2000 remediation processes will be completed
and properly tested before the Year 2000, or that contingency plans will
sufficiently mitigate the risk of a Year 2000 readiness problem. If the Company
determines that it may be unable to remediate and properly test affected systems
in a timely manner, the Company intends to develop appropriate contingency plans
for any critical systems at the time such determination is made. An interruption
of the Company's ability to conduct its business, due to a Year 2000 readiness
problem, could have a material adverse effect on the Company. However, the
amount of potential liability and lost revenue, if any, cannot be reasonably
estimated at this time nor can the Company identify specifically the most likely
worst-case scenario.

     Panavision is a leading designer and manufacturer of high-precision film
camera systems, comprising cameras, lenses and accessories for the motion
picture and television industries. Panavision systems are rented through its
domestic and international owned-and-operated facilities and agent network.





                                       12
<PAGE>

                                     PART II


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)           Exhibits

3.1           Restated Certificate of Incorporation of the Company.
3.2           Restated By-Laws of the Company.
27.           Financial Data Schedule.


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

(b) There are no Current Reports on Form 8-K filed in the first quarter of 1999.


                                       13
<PAGE>

                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                                 PANAVISION INC.



Date:      May 13, 1999             By:   /S/ JOHN S. FARRAND
      -------------------------        ----------------------------------------
                                                  John S. Farrand
                                          President and Chief Executive Officer
                                                   and Director



Date:      May 13, 1999             By:   /S/ JOSEPH P. PAGE
      -------------------------        ----------------------------------------
                                                        Joseph P. Page
                                                   Vice Chairman, Director,
                                              Chief Administrative Officer and
                                               acting Chief Financial Officer