<PAGE>   1

                                  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:  May 1, 1999

                                      -OR-

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

         For the transaction period from__________to__________

                         COMMISSION FILE NUMBER 0-20664

                              BOOKS-A-MILLION, INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)


   DELAWARE                                               63-0798460
   --------                                               ----------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

       402 INDUSTRIAL LANE, BIRMINGHAM, ALABAMA          35211
       ----------------------------------------          -----
       (Address of principal executive offices)        (Zip Code)

                                 (205) 942-3737
                                 --------------
                 (Registrant's phone number including area code)

                                      NONE
                                      ----
              (Former name, former address and former fiscal year,
                         if changed since last period)

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


                                Yes [X]  No [ ]

Indicate the number of shares outstanding of each of the issuer's common stock,
as of the latest practicable date: Shares of common stock, par value $.01 per
share, outstanding as of May 1, 1999 were 18,059,486 shares.


<PAGE>   2

                          PART 1. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                      BOOKS-A-MILLION, INC. & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          May 1, 1999   January 30, 1999
                                                                          -----------   ----------------

<S>                                                                       <C>           <C>
ASSETS
CURRENT ASSETS:
   Cash and temporary cash investments                                     $   5,739        $   4,322
   Accounts receivable                                                         9,893           12,282
   Related party receivable                                                    3,401            3,998
   Inventories                                                               189,383          175,211
   Prepayments and other                                                       3,370            2,938
   Deferred income taxes                                                       3,901            3,715
                                                                           ---------        ---------
       TOTAL CURRENT ASSETS                                                  215,687          202,466
                                                                           ---------        ---------

PROPERTY AND EQUIPMENT:
   Land                                                                          628              628
   Buildings                                                                   5,379            7,142
   Equipment                                                                  33,120           33,087
   Furniture and fixtures                                                     34,243           34,416
   Leasehold improvements                                                     41,895           41,434
   Construction-in-process                                                       902              299
                                                                           ---------        ---------
                                                                             116,167          117,006
   Less-accumulated depreciation and amortization                             52,019           49,629
                                                                           ---------        ---------
     NET PROPERTY AND EQUIPMENT                                               64,148           67,377
                                                                           ---------        ---------

OTHER ASSETS:
   Goodwill, net                                                               1,485            1,495
   Other                                                                         195              213
                                                                           ---------        ---------
     TOTAL OTHER ASSETS                                                        1,680            1,708
                                                                           ---------        ---------
     TOTAL ASSETS                                                          $ 281,515        $ 271,551
                                                                           =========        =========

LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
   Accounts payable:
     Trade                                                                 $  85,453        $  94,249
     Related party                                                             7,324            9,014
   Accrued expenses                                                           12,191           14,705
   Accrued income taxes                                                           --              476
   Notes payable                                                              22,971               --
                                                                           ---------        ---------
       TOTAL CURRENT LIABILITIES                                             127,939          118,444
                                                                           ---------        ---------

LONG TERM DEBT                                                                36,944           36,944
                                                                           ---------        ---------
DEFERRED INCOME TAXES                                                          1,126            1,141
                                                                           ---------        ---------

STOCKHOLDERS' INVESTMENT:
   Preferred stock, $.01 par value, 1,000,000 shares authorized, no               --               --
   shares outstanding
   Common stock, $.01 par value, 30,000,000 shares authorized,
   18,059,486 and 18,016,525 shares issued and outstanding at May 1,
   1999 and January 30, 1999, respectively                                       180              180
   Additional paid-in capital                                                 70,298           70,124
   Treasury stock at cost (81,600 shares at May 1, 1999)                        (252)            (252)
   Retained earnings                                                          45,280           44,970
                                                                           ---------        ---------
       TOTAL STOCKHOLDERS' INVESTMENT                                        115,506          115,022
                                                                           ---------        ---------
       TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT                      $ 281,515        $ 271,551
                                                                           =========        =========
</TABLE>


                             See accompanying notes



                                       2
<PAGE>   3

                      BOOKS-A-MILLION, INC. & SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                                     Thirteen Weeks Ended
                                                               ---------------------------------
                                                               May 1, 1999           May 2, 1998
                                                               -----------           -----------

<S>                                                            <C>                   <C>
NET SALES                                                        $85,127               $74,469
   Cost of products sold including warehouse
   distribution and store occupancy costs (1)                     62,770                55,474
                                                                 -------               -------

GROSS PROFIT                                                      22,357                18,995
   Operating, selling and administrative expenses                 17,498                14,717
   Depreciation and amortization                                   3,342                 3,143
                                                                 -------               -------

OPERATING INCOME                                                   1,517                 1,135
   Interest expense, net                                           1,017                 1,119
                                                                 -------               -------

INCOME BEFORE INCOME TAXES                                           500                    16
   Provision for income taxes                                        190                     6
                                                                 -------               -------

NET INCOME                                                       $   310               $    10
                                                                 =======               =======
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - BASIC                                        17,946                17,436
                                                                 =======               =======

NET INCOME PER SHARE - BASIC                                     $  0.02               $  0.00
                                                                 =======               =======
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - DILUTED                                      18,318                17,459
                                                                 =======               =======

NET INCOME PER SHARE - DILUTED                                   $  0.02               $  0.00
                                                                 =======               =======
</TABLE>




(1) Inventory purchases from related parties were $8,676 and $8,724
respectively, for each of the periods presented above.









                             See accompanying notes



                                       3
<PAGE>   4

                      BOOKS-A-MILLION, INC. & SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                                               THIRTEEN WEEKS ENDED
                                                                            ---------------------------
                                                                            MAY 1, 1999     MAY 2, 1998
                                                                            -----------     -----------

<S>                                                                         <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                 $    310        $     10
                                                                              --------        --------
   Adjustments to reconcile net income to net cash used in operating
   activities:
     Depreciation and amortization                                               3,342           3,143
     Loss on disposal of property and equipment                                     68              15
     Change in deferred income taxes                                              (201)            (89)
     (Increase) decrease in current assets:
        Accounts receivable                                                      2,986           1,879
        Inventories                                                            (14,172)        (13,882)
        Prepayments and other                                                     (432)           (675)
     Increase (decrease) in current liabilities:
        Accounts payable                                                       (10,486)           (275)
        Accrued income taxes                                                      (476)         (2,730)
        Accrued expenses                                                        (2,512)         (1,554)
                                                                              --------        --------
        Total adjustments                                                      (21,883)        (14,168)
                                                                              --------        --------

        Net cash used in operating activities                                  (21,573)        (14,158)
                                                                              --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                         (1,873)         (2,109)
   Proceeds from sale of equipment                                               1,718               4
                                                                              --------        --------
        Net cash used in investing activities                                     (155)         (2,105)
                                                                              --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Borrowings under credit facilities                                           50,191          45,750
   Repayments under credit facilities                                          (27,220)        (29,320)
   Proceeds from sale of common stock, net                                         174              78
                                                                              --------        --------

        Net cash provided by financing activities                               23,145          16,508
                                                                              --------        --------

Net increase in cash and temporary cash investments                              1,417             245
Cash and temporary cash investments at beginning of period                       4,322           3,909
                                                                              --------        --------

Cash and temporary cash investments at end of period                          $  5,739        $  4,154
                                                                              ========        ========
</TABLE>




                             See accompanying notes



                                       4
<PAGE>   5

                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

1.  BASIS OF PRESENTATION

         The accompanying unaudited consolidated financial statements of
Books-A-Million, Inc. and its Subsidiaries (the "Company") for the thirteen week
period ended May 1, 1999 have been prepared in accordance with generally
accepted accounting principles for interim financial information and are
presented in accordance with the requirements of Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. These financial statements should be read in conjunction
with the consolidated financial statements and notes thereto for the fiscal year
ended January 30, 1999, included in the Company's 1999 Annual Report on Form
10-K. In the opinion of management, the consolidated financial statements
included herein contain all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation of the Company's
financial position as of May 1, 1999, and the results of its operations and cash
flows for the thirteen week period then ended.

         The Company has experienced, and expects to continue to experience,
significant variability in sales and net income from quarter to quarter.
Therefore, the results of the interim periods presented herein are not
necessarily indicative of the results to be expected for any other interim
period or the full year.

2.  NET INCOME PER SHARE

         Basic net income per share ("EPS") excludes dilution and is computed by
dividing income available to common shareholders by the weighted average number
of common shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
are exercised or converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the Company. Diluted EPS has
been computed based on the average number of shares outstanding including the
effect of outstanding stock options, if dilutive, in each respective thirteen
week period. A reconciliation of the weighted average shares for basic and
diluted EPS is as follows:


<TABLE>
<CAPTION>
                                                              For the Thirteen Weeks Ended
                                                                     (in thousands)
                                                           May 1, 1999           May 2, 1998
                                                           ---------------------------------

    <S>                                                    <C>                   <C>
    Weighted average shares outstanding:
    Basic                                                     17,946                  17,436
    Dilutive effect of stock options outstanding                 372                      23
                                                              ------------------------------
    Diluted                                                   18,318                  17,459
                                                              ------------------------------
</TABLE>


         Options outstanding of 117,000 and 773,000 for the thirteen weeks ended
May 1, 1999 and May 2, 1998, respectively, were not included in the table above
as they were anti-dilutive.



                                       5
<PAGE>   6

                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.  PENDING ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for
Derivative Instruments and Hedging Activities, which establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. This
statement is effective for fiscal years beginning after June 15, 1999. This
statement is not expected to have a material effect on the Company's financial
statements.

         In March 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use. This statement
requires capitalization of certain costs of internal-use software. This
statement was adopted in fiscal 2000 and did not have a significant impact on
the Company's financial statements.

         The AICPA has issued SOP 98-5, Reporting on the Costs of Start-up
Activities. This statement provides guidance on the financial reporting of
start-up costs and organization costs, and requires these costs to be expensed
as incurred. This statement was adopted in fiscal 2000 and did not have a
significant impact on the Company's financial statements.

 4.  CONTINGENCIES

         The Company is a party to various legal proceedings incidental to its
business. In the opinion of management, after consultation with legal counsel,
the ultimate liability, if any, with respect to those proceedings is not
presently expected to materially affect the financial position or results of
operations of the company.



                                       6
<PAGE>   7

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         This document contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, that involve a
number of risks and uncertainties. A number of factors could cause actual
results, performance, achievements of the Company, or industry results to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. These factors include,
but are not limited to, the competitive environment in the book retail industry
in general and in the Company's specific market area; inflation; economic
conditions in general and in the Company's specific market areas; the number of
store openings and closings; the profitability of certain product lines, capital
expenditures and future liquidity; liability and other claims asserted against
the Company; uncertainties related to Year 2000 issues; uncertainties related to
the Internet and the Company's Internet initiative; and other factors referenced
herein. In addition, such forward-looking statements are necessarily dependent
upon the assumptions, estimates and dates that may be incorrect or imprecise and
involve known and unknown risks, uncertainties and other factors. Accordingly,
any forward-looking statements included herein do not purport to be predictions
of future events or circumstances and may not be realized. Given these
uncertainties, shareholders and prospective investors are cautioned not to place
undue reliance on such forward-looking statements. The Company disclaims any
obligations to update any such factors or to publicly announce the results of
any revisions to any of the forward-looking statements contained herein to
reflect future events or developments.

RESULTS OF OPERATIONS

         Net sales increased 14.3% to $85.1 million in the thirteen weeks ended
May 1, 1999, from $74.5 million in the thirteen weeks ended May 2, 1998. The
increase in net sales resulted from comparable store sales increase of 4.9% for
the thirteen weeks ended May 1, 1999 as well as net sales from new stores.
During the thirteen weeks ended May 1, 1999, three new superstores were opened
and the assets of three superstores were acquired.

         Gross profit increased $3.4 million or 17.7% to $22.4 million in the
thirteen weeks ended May 1, 1999 from $19.0 million in the thirteen weeks ended
May 2, 1998. Gross profit as a percentage of net sales for the thirteen weeks
ended May 1, 1999 was 26.3% versus 25.5% in the same period last year. The
increase as a percentage of net sales for the thirteen week period was primarily
due to lower warehouse distribution costs and lower occupancy costs as a
percentage of sales.

         Operating, selling and administrative expenses increased $2.8 million
or 18.9% to $17.5 million in the thirteen weeks ended May 1, 1999 from $14.7
million in the thirteen weeks ended May 2, 1998. Operating, selling and
administrative expenses as a percentage of net sales for the thirteen weeks
ended May 1, 1999 increased to 20.6% from 19.8% in the same period last year.
The increase in this percentage for the thirteen week period was primarily due
to additional expenses for Internet operations and Information Systems.

         Depreciation and amortization increased $199,000 or 6.3% to $3.3
million in the thirteen weeks ended May 1, 1999 from $3.1 million in the
thirteen weeks ended May 2, 1998. The increase in depreciation and amortization
is primarily the result of the increased number of superstores operated by the
Company.

         Interest expense was $1.0 million in the thirteen weeks ended May 1,
1999, versus $1.1 million for the same period last year. This decrease in
interest expense reflects reduced borrowings as the result of proceeds received
from stock issuances made under the stock option purchase plan during fiscal
1999.

LIQUIDITY AND CAPITAL RESOURCES

         During the first thirteen weeks of fiscal 2000, the Company's cash
requirements have been funded with net cash from operations and with borrowings
under the Company's credit facilities. Similar to many retailers, the Company's
business is seasonal, with its highest retail sales, gross profits and net
income traditionally occurring during the fourth fiscal quarter, reflecting the
increased demand for books and gifts during the year-end, holiday selling
season. Working capital requirements are generally highest during the third
fiscal quarter and the early part of the fourth fiscal quarter due to the
seasonality of the Company's business.



                                       7
<PAGE>   8

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

         The Company has a revolving credit facility that allows borrowings up
to $90 million for which no principal repayments are due until the facility
expires on June 18, 2003, and an unsecured working capital line of credit for
$10 million, which is subject to annual renewal. As of May 1, 1999, $52.4
million was outstanding under these facilities combined. Both credit facilities
have certain financial and non financial covenants with which the Company is in
compliance. Additionally, as of May 1, 1999, the Company has outstanding
borrowings associated with the issuance of an industrial revenue bond totaling
$7.5 million.

         The Company's capital expenditures totaled $1.9 million during the
first thirteen weeks of fiscal 2000. These expenditures were primarily used to
open new stores, perform renovations and make improvements to existing stores
and investments in management information systems. Management estimates that
capital expenditures for the remainder of fiscal 2000 will be approximately
$16.0 million, and that such amounts will be used primarily for new stores,
renovations and remodeling of certain existing stores and investments in
management information systems. Management believes that existing cash reserves
and net cash from operating activities, together with borrowings under the
Company's credit facilities, will be adequate to finance the Company's planned
capital expenditures and to meet the Company's working capital requirements for
the remainder of fiscal 2000.

RELATED PARTY ACTIVITIES

         Certain principal stockholders of the Company have controlling
ownership interests in other entities with which the Company conducts business.
Significant transactions between the Company and these various other entities
(described as "related parties") are summarized in the following paragraph.

         The Company purchases a portion of its inventories for resale from
related parties; such purchases were relatively constant at $8.7 million in the
thirteen weeks ended May 1, 1999, versus $8.7 million in the thirteen weeks
ended May 2, 1998. The Company sells a portion of its inventories to related
parties; such sales amounted to $500,000 and $700,000 in the thirteen weeks
ended May 1, 1999 and May 2, 1998, respectively. This decrease in related party
sales is primarily due to decreased sales of bargain books to related parties.
The Company utilizes the logistics services of a related party; such services
amounted to $101,000 and $0 in the thirteen weeks ended May 1, 1999 and May 2,
1998, respectively. Management believes these related party activities do not
have a significant impact on gross profit.

FINANCIAL POSITION

         During the thirteen weeks ended May 1, 1999, the Company opened three
superstores and acquired the assets of three superstores. Inventory and debt
balances at May 1, 1999 increased as compared to January 30, 1999 due to
seasonal fluctuations in inventory levels and the new superstores opened and
acquired during the first quarter of fiscal 2000.

YEAR 2000 COMPLIANCE

         During the thirteen weeks ended May 1, 1999, the Company has continued
to evaluate its management information systems to identify and address Year 2000
issues. As part of this evaluation, the Company has classified its Year 2000
issues into the following categories:

                  1.     Key information systems that are required for standard
                  operations (including major merchandising, financial,
                  distribution and warehouse systems).

                  2.     Other information systems that are important but not
                  required for daily operations (electronic data transfer of
                  purchase orders and invoices, selling cost tracking reports,
                  automated sales tax reporting, etc.).

                  3.     Non-information systems items (phone system, security
                  system, heating and air conditioning systems, etc.).

                  4.     Third party compliance (vendors, wholesale customers,
                  service organizations such as banks and utilities, etc.).



                                       8
<PAGE>   9

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

         The Company has reviewed the Year 2000 compliance issues and developed
an implementation program that is classified into the following categories:

         1.       Evaluation and Initial Assessment

         2.       Remediation/Reprogramming

         3.       Testing

         4.       Contingency Planning

         The Company has completed the evaluation, assessment and reprogramming
of all systems, except the point of sale system, and expects to complete Year
2000 testing of all systems by the quarter ending October 30, 1999. The Company
plans to continue to rely primarily on internal resources in order to complete
these steps. However, third party services will be employed as necessary to meet
deadlines.

         The Company's financial systems (excluding sales audit) are third party
vendor software programs which have been upgraded and have been certified as
Year 2000 compliant by the software vendors. These upgrades were previously
planned and were not accelerated due to Year 2000 issues.

         The sales audit system is an in-house program which is not Year 2000
compliant. The system evaluation and reprogramming have been completed and the
Company expects to complete testing during the quarter ending July 31, 1999.

         The Company's distribution systems (excluding the returns system) are
third party vendor software programs which are certified as Year 2000 compliant
by the software vendor.

         The returns system was evaluated during fiscal 1999. Few date sensitive
processes were identified in the programs, which mitigates the Year 2000
compliance risk. The system will be modified as necessary to make the programs
Year 2000 compliant during the quarter ending July 31, 1999.

         The Company's merchandising systems are supported by a combination of
in-house developed software and third party software. All third party
merchandising software programs are certified as Year 2000 compliant by the
software vendor. The in-house merchandising programs are not currently Year 2000
compliant. Evaluation and reprogramming of the in-house programs are complete
and testing of the changes to the system for Year 2000 compliance will be
completed during the quarter ending July 31, 1999.

         The Company's point of sale system operates the cash registers in the
stores. The registers run on a personal computer system using a third party
software. Although the point of sale operating system is not Year 2000
compliant, the software has been upgraded in order to accept credit cards with
expiration dates beyond December 31, 1999. The system evaluation and
reprogramming will be completed during the quarter ending July 31, 1999, with
the testing completed by the quarter ending October 30, 1999 to make the system
Year 2000 compliant.

         Other information systems that are not critical to daily operations
were assessed during the fourth quarter of fiscal 1999 and will be upgraded, if
necessary, by the quarter ending October 30, 1999.

         The Company has not deferred any significant information technology
projects in order to address the Year 2000 issue.



                                       9
<PAGE>   10

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

         Based on present information, the Company believes that its current
plans as outlined above will substantially mitigate the risk of a material
disruption in the Company's operations due to internal Year 2000 factors.
However, possible consequences of the Company not being Year 2000 compliant
include, but are not limited to, loss of revenues, loss of communication
capability with stores, inability to process or quantify merchandise, and
inability to engage in other operational and financial activities.

         The Company expects to consider contingency plans based on the results
of its Year 2000 testing and its assessment of related risks. The Company
intends to have this contingency plan for possible Year 2000 issues completed by
the quarter ending October 30, 1999.

         Additionally, the Company is in the process of communicating with third
parties in order to assess their Year 2000 readiness and the extent to which the
Company may be vulnerable to any third parties' failure to remediate their Year
2000 issues. The Company is trying to obtain written confirmation of third
parties Year 2000 compliance. However, the Company cannot assure timely
compliance of third parties and may be adversely affected by failure of a
significant third party to become Year 2000 compliant.

         Amounts expended to date related to Year 2000 compliance have been
approximately $90,000. The Company currently expects that the total costs of
Year 2000 compliance for the Company's current systems will not exceed $400,000,
which may include the lease or purchase of a system on which to do Year 2000
testing. These costs are not expected to have a significant impact on the
Company's financial reporting.

         The costs associated with Year 2000 compliance are based on
management's current views with respect to future events and may be updated as
additional information becomes available. Please refer to the Special Note
Regarding Forward Looking Statements.

MARKET RISK

         The Company is subject to market risk from interest rate fluctuations
involving its credit facilities. The average amount of debt outstanding under
the Company's credit facilities was $59.0 million during fiscal 1999. However,
the Company utilizes both fixed and variable debt to manage this exposure. On
February 9, 1998, the Company entered into an interest rate swap agreement which
carries a notional principal amount of $30.0 million. The swap effectively fixes
the interest rate on $30.0 million of variable rate debt at 6.73%. The swap
agreement expires on February 9, 2003. A hypothetical increase or decrease of
10% in interest rates would not have a material impact on the Company's
financial condition and results of operations.



                                       10
<PAGE>   11

                             II - OTHER INFORMATION

ITEM 1:  Legal Proceedings

         The Company is a party to various legal proceedings incidental to its
         business. In the opinion of management, after consultation with legal
         counsel, the ultimate liability, if any, with respect to those
         proceedings is not presently expected to materially affect the
         financial position or results of operations of the Company.

ITEM 2:  Changes in Securities

         None

ITEM 3:  Defaults Upon Senior Securities

         None

ITEM 4:  Submission of Matters of Vote of Security-Holders

   -     Date of Meeting - June 3, 1999

   -     Annual Meeting

   -     Name of each director elected at meeting:

                  Terry C. Anderson

   -     Name of each other director whose term of office as director continued
         after the meeting:

                  Charles C. Anderson
                  Clyde B. Anderson
                  Ronald G. Bruno
                  J. Barry Mason

   -     Other matters voted on at Annual Meeting:

                  i)       Ratify the appointment by the Audit Committee of the
                           Board of Directors of Arthur Andersen LLP to serve as
                           the Company's independent auditor for fiscal 2000.

                  ii)      Approve an amendment and restatement of the Company's
                           Employee Stock Purchase Plan that will increase the
                           number of shares of Common Stock reserved for
                           purchase by employees under the plan from 100,000 to
                           200,000.

   -     Results of votes:

<TABLE>
<CAPTION>

                                          Number of Votes      Number of Votes      Number of Votes
                                              Cast For           Cast Against          Abstaining
                                              --------           ------------          ----------

                  <S>                     <C>                  <C>                  <C>
                  Election of                14,417,461             284,042                   0
                  Terry C. Anderson

                  Item i) above              14,221,887             216,435              44,261

                  Item ii) above             14,589,213              88,702              23,588
</TABLE>

ITEM 5:  Other Information

         None



                                       11
<PAGE>   12

ITEM 6:  Exhibits and Reports on Form 8-K

     (A) Exhibits
         Exhibit 3i Certificate of Incorporation of Books-A-Million, Inc.
         (incorporated herein by reference to Exhibit 3.1 in the Company's
         Registration Statement on Form S-1 (Capital Registration No. 33-52256))

         Exhibit 3ii By-Laws of Books-A-Million, Inc. (incorporated herein by
         reference to Exhibit 3.2 in the Company's Registration Statement on
         Form S-1 (Capital Registration No. 33-52256))

         Exhibit 27 Financial Data Schedule (for SEC use only)

     (B) Reports on Form 8-K
         There were no reports filed on Form 8-K during the thirteen week period
         ended May 1, 1999



                                       12
<PAGE>   13

                                   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 duly authorized.









                              BOOKS-A-MILLION, INC.


Date: June 15, 1999

                              by: /s/ Clyde B. Anderson
                                  ----------------------------------------------
                              Clyde B. Anderson
                              President and
                              Chief Executive Officer



Date: June 15, 1999

                              by: /s/ Sandra B. Cochran
                                  ----------------------------------------------
                              Sandra B. Cochran
                              Executive Vice President,
                              Chief Financial Officer
                              and Secretary