<PAGE>   1
================================================================================


                       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 ACT OF 1934

For quarterly period ended December 31, 1998

                                  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:     0-23335

                       MPW INDUSTRIAL SERVICES GROUP, INC.
             (Exact name of registrant as specified in its charter)

              Ohio                                   31-1567260
(State or other jurisdiction of                   (I.R.S. employer
 incorporation or organization)                 identification no.)

9711 Lancaster Road, S.E., Hebron, Ohio                  43025
(Address of principal executive offices)              (Zip code)

                                 (740) 927-8790
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

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 the issuer's classes of common
stock, as of the latest practicable date.

As of January 31, 1999, 10,784,945 shares of the issuer's common stock, without
par value, were outstanding.


================================================================================


<PAGE>   2


                      MPW INDUSTRIAL SERVICES GROUP, INC.
                                        
                                     INDEX
<TABLE>
<CAPTION>
PART I.       FINANCIAL INFORMATION                                                                      PAGE
<S>                                                                                                       <C>
Item 1.       Financial Statements

              Consolidated Balance Sheets as of December 31, 1998 (unaudited) and June 30, 1998............3

              Consolidated Statements of Operations for the three and six months ended December 31,
              1998 and 1997 (unaudited)....................................................................4

              Consolidated Statements of Cash Flows for the six months ended December 31, 1998
              and 1997 (unaudited).........................................................................5

              Notes to Consolidated Financial Statements (unaudited).......................................6

Item 2.       Management's Discussion and Analysis of Financial Condition and Results of Operations.......10

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


PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings...........................................................................14

Item 2.       Changes in Securities and Use of Proceeds...................................................14

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

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

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

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


SIGNATURES    ............................................................................................17

EXHIBIT INDEX ............................................................................................18
</TABLE>



                                                                          Page 2
<PAGE>   3



                        PART I. -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
                                             MPW INDUSTRIAL SERVICES GROUP, INC.
                                                 CONSOLIDATED BALANCE SHEETS
                                              (in thousands, except share data)

                                                                                                DECEMBER 31,      JUNE 30,
                                                                                                    1998            1998
                                                                                                ------------      --------
                                                                                                 (UNAUDITED)
<S>                                                                                              <C>               <C>
                                            ASSETS
Current assets:
   Cash and cash equivalents                                                                     $    165          $   507
   Accounts receivable, net of allowances                                                          31,907           19,386
   Inventories                                                                                      7,672            4,959
   Deferred income taxes                                                                            1,446            1,439
   Prepaid expenses                                                                                 1,376            1,178
   Other current assets                                                                             1,021              351
                                                                                                 --------          -------
                                                                                                   43,587           27,820

Property and equipment, net                                                                        35,159           28,593

Noncurrent assets:
   Intangibles                                                                                     45,082           15,514
   Other assets                                                                                       562              440
                                                                                                 ========          =======

Total assets                                                                                     $124,390          $72,367
                                                                                                 ========          =======

                              LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                                              $  9,329          $ 6,279
   Accrued compensation and related taxes                                                           3,213            3,729
   Current maturities of noncurrent liabilities                                                       467            2,615
   Other accrued liabilities                                                                        6,564            3,768
                                                                                                 --------          -------
                                                                                                   19,573           16,391
Noncurrent liabilities:
   Long-term debt                                                                                  55,185           14,296
   Deferred income taxes                                                                            1,447            1,192
   Other                                                                                              535              767
                                                                                                 --------          -------
                                                                                                   57,167           16,255

Minority interest                                                                                   1,200               --

Shareholders' equity:
   Preferred stock, $0.01 par value; 5,000,000 shares authorized; no shares issued and                 --               --
     outstanding
   Common stock, no par value; 30,000,000 shares authorized; 10,784,945 and 10,496,647
     shares issued and outstanding at December 31, 1998 and June 30, 1998, respectively               108              105
   Additional paid-in capital                                                                      40,454           37,591
   Retained earnings                                                                                5,888            2,025
                                                                                                 --------          -------
                                                                                                   46,450           39,721
                                                                                                 ========          =======

Total liabilities and shareholders' equity                                                       $124,390          $72,367
                                                                                                 ========          =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial 
statements.


                                                                          Page 3

<PAGE>   4



<TABLE>
                                          MPW INDUSTRIAL SERVICES GROUP, INC.
                                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                         (in thousands, except per share data)

<CAPTION>
                                                                      THREE MONTHS ENDED          SIX MONTHS ENDED
                                                                          DECEMBER 31,               DECEMBER 31,
                                                                     ---------------------      ---------------------
                                                                       1998         1997          1998         1997
                                                                     --------     --------      --------     --------
                                                                         (UNAUDITED)                  (UNAUDITED)
<S>                                                                  <C>          <C>           <C>          <C>     
Revenues                                                             $ 38,414     $ 24,078      $ 68,251     $ 45,834

Costs and expenses:
   Cost of services                                                    25,689       16,237        45,647       30,508
   Selling, general and administrative expenses                         6,510        4,216        11,852        7,761
   Depreciation and amortization                                        1,593          864         2,932        1,730
   Deferred stock option compensation                                      --        3,255            --        3,415
                                                                     --------     --------      --------     --------
   Total costs and expenses                                            33,792       24,572        60,431       43,414
                                                                     --------     --------      --------     --------

Income (loss) from operations                                           4,622         (494)        7,820        2,420
Interest expense, net                                                     780          216         1,269          551
Minority earnings                                                          --           20            --          119
                                                                     --------     --------      --------     --------
Income (loss) before taxes                                              3,842         (730)        6,551        1,750
Provision (benefit) for income taxes                                    1,575       (1,418)        2,685       (1,269)
                                                                     --------     --------      --------     --------

Net income                                                           $  2,267     $    688      $  3,866     $  3,019
                                                                     ========     ========      ========     ========

Pro forma information:

   Historical income (loss) before taxes                             $  3,842     $   (730)     $  6,551     $  1,750

   Pro forma taxes on income                                            1,575         (292)        2,685          700
                                                                     --------     --------      --------     --------

   Pro forma net income (loss)                                       $  2,267     $   (438)     $  3,866     $  1,050
                                                                     ========     ========      ========     ========

   Pro forma net income (loss) per share                             $   0.21     $  (0.06)     $   0.36     $   0.15
                                                                     ========     ========      ========     ========

   Pro forma net income (loss) per share, assuming dilution          $   0.20     $  (0.06)     $   0.34     $   0.14
                                                                     ========     ========      ========     ========

   Weighted average common shares outstanding                          10,757        7,531        10,683        6,866
   Weighted average common shares outstanding, assuming dilution       11,452        7,531        11,389        7,550
</TABLE>


The accompanying notes are an integral part of these consolidated financial 
statements.



                                                                          Page 4

<PAGE>   5



<TABLE>
                                  MPW INDUSTRIAL SERVICES GROUP, INC.
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                             (in thousands)

<CAPTION>
                                                                                   SIX MONTHS ENDED
                                                                                      DECEMBER 31,
                                                                                ----------------------
                                                                                  1998          1997
                                                                                --------      --------
                                                                                     (UNAUDITED)
<S>                                                                             <C>           <C>     
CASH FLOW FROM OPERATING ACTIVITIES:
Net income                                                                      $  3,866      $  3,019
Adjustments to reconcile net income to net cash provided by
 (used in) operating activities:
   Depreciation                                                                    2,262         1,585
   Amortization                                                                      670           145
   (Gain) loss on disposals of assets                                                 74            (5)
   Minority interest                                                                  --           119
   Effect of exchange rate changes on cash                                            (3)           --
   Deferred stock option compensation                                                 --         3,415
   Change in deferred income taxes                                                   248          (363)
   Changes in operating assets and liabilities:
     Accounts receivable                                                          (7,744)       (3,502)
     Inventories                                                                    (320)          167
     Prepaid expenses and other assets                                            (1,915)           98
     Accounts payable                                                              1,158           411
     Other accrued liabilities                                                    (1,214)       (2,223)
                                                                                --------      --------
Net cash provided by (used in) operating activities                               (2,918)        2,866

CASH FLOW USED IN INVESTING ACTIVITIES:
Purchases of property and equipment                                               (6,401)       (2,538)
Purchase of businesses, net of acquired cash                                     (24,658)       (3,077)
Proceeds from the disposal of property and equipment                                  46            66
                                                                                --------      --------
Net cash used in investing activities                                            (31,013)       (5,549)

CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net                                           14        30,250
Proceeds from revolving credit facility                                           79,485        17,949
Payments on revolving credit facility                                            (29,801)      (24,484)
Proceeds from notes payable                                                        6,804         3,000
Payments on notes payable                                                        (22,833)       (9,297)
Payments on AAA Notes                                                                 --       (13,400)
Payments on capital lease obligations                                                (80)          (27)
Proceeds from capital contributions                                                   --           233
Distributions to shareholders                                                         --        (1,242)
                                                                                --------      --------
Net cash provided by financing activities                                         33,589         2,982
                                                                                --------      --------
Increase (decrease) in cash and cash equivalents                                    (342)          299
Cash and cash equivalents at beginning of year                                       507           489
                                                                                ========      ========

Cash and cash equivalents at end of period                                      $    165      $    788
                                                                                ========      ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial 
statements.



                                                                          Page 5

<PAGE>   6



                       MPW INDUSTRIAL SERVICES GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1998
                                   (Unaudited)

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS MPW Industrial
Services Group, Inc. and its subsidiaries (the "Company") provide
technology-based services to both industrial and non-industrial facilities
including industrial cleaning and maintenance, facility management and support
services, filtration media and related engineering services, container cleaning,
process water purification, critical cleanroom cleaning and related services and
other specialized services. Such services are primarily provided at customer
facilities. The Company serves customers in numerous industries including
automotive, electric power, pulp and paper, chemical, steel, transportation,
semiconductor, microelectronics and pharmaceutical. The Company provides
services throughout the United States, Mexico and Canada.

         During the three months ended December 31, 1998, the Company entered
into a new service line effective with its acquisitions of five technical
cleanroom cleaning and related services companies (see Note 2 below for further
information about the individual acquisitions). These five acquisitions were
made by a newly-created, wholly-owned subsidiary of the Company, Pentagon
Technologies Group, Inc. ("Pentagon").

         The accompanying unaudited consolidated financial statements include
the accounts of the Company and all of its wholly-owned subsidiaries, including
Aquatech Environmental, Inc. ("Aquatech"), which was 70% owned by the Company
until December 5, 1997, at which time the Company purchased the remaining
minority shareholders' interests of Aquatech, and it became wholly-owned. The
minority shareholders' interests in the equity and net income of Aquatech are
presented separately in the accompanying unaudited consolidated financial
statements for the three and six months ended December 31, 1997. All material
intercompany transactions and balances have been eliminated in consolidation.

         The accompanying unaudited consolidated financial statements presented
herein have been prepared by the Company and reflect all adjustments of a normal
recurring nature that are, in the opinion of management, necessary for a fair
presentation of financial results for the three and six months ended December
31, 1998 and 1997, in accordance with generally accepted accounting principles
for interim financial reporting and pursuant to Article 10 of Regulation S-X.
Certain footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations. These interim consolidated
financial statements should be read in conjunction with the Company's Annual
Report on Form 10-K for the year ended June 30, 1998 (the "Annual Report"). The
results of operations for the three and six months ended December 31, 1998 and
1997 are not necessarily indicative of the results for the full year (see Note 9
for further information regarding fluctuations in quarterly results).

         INTANGIBLES Intangibles include costs in excess of net assets of
acquired businesses ("goodwill"), patents, covenants not-to-compete and customer
lists. Goodwill, resulting primarily from certain acquisitions accounted for
using the purchase method of accounting, is amortized on a straight-line basis
over periods not exceeding 25 years. The remaining intangibles are amortized on
a straight-line basis over periods ranging from 5 to 20 years.

         MINORITY INTEREST Minority interest as of December 31, 1998 represents
certain equity interests in Pentagon that were issued in connection with certain
of its recent acquisitions. These equity interests are in the form of a
preferred stock of Pentagon. The amount presented in the balance sheet as of
December 31, 1998 represents the estimated value of the preferred stock, based
on 16% of the underlying equity of Pentagon. See Note 7.

         USE OF ESTIMATES The preparation of the financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the
accompanying consolidated financial statements. Actual results could differ from
those estimates.

         RECLASSIFICATIONS Certain amounts presented as of June 30, 1998 have
been reclassified to conform to the December 31, 1998 presentation.



                                                                          Page 6

<PAGE>   7



NOTE 2.  ACQUISITIONS

         TANK MANAGEMENT Effective August 1, 1998, the Company purchased
substantially all of the assets of Tank Management, Inc. ("TMI") for an
aggregate consideration of $5,750,000. The consideration included the issuance
of 114,318 shares of common stock of the Company, representing an aggregate
value of $1,250,000. The purchase price may be increased upon the achievement of
certain new customer sales objectives for the TMI facility over the three-year
period following the date of acquisition. The acquisition has been accounted for
using the purchase method of accounting. The accompanying financial statements
include the results of operations of TMI from the effective acquisition date
through December 31, 1998.

         GAUTHIER Effective August 1, 1998, the Company acquired all of the
outstanding stock of Gauthier Enterprises, Inc., a Michigan corporation
("Gauthier"), for an aggregate consideration of $3,000,000. The consideration
included the issuance of 89,236 shares of common stock of the Company,
representing an aggregate value of $1,000,000. The purchase price may be
increased by $3,000,000, or more or less, contingent upon the achievement of
certain revenue and operating objectives over the three-year period following
the date of acquisition. The acquisition has been accounted for using the
purchase method of accounting. The accompanying financial statements include the
results of operations of Gauthier from the effective acquisition date through
December 31, 1998.

         SSI Effective November 1, 1998, the Company acquired all of the
outstanding stock of Support Systems, Inc., a New York corporation ("SSI"), for
an aggregate consideration of $6,011,000. The consideration included the
issuance of preferred stock of Pentagon, representing 2% of the equity of
Pentagon. The purchase price may be increased by $3,000,000, or more or less,
contingent upon the achievement of certain revenue and operating objectives over
the three-year period following the date of acquisition. The acquisition has
been accounted for using the purchase method of accounting. The accompanying
financial statements include the results of operations of SSI from the effective
acquisition date through December 31, 1998.

         ENVIROSAFE Effective November 1, 1998, the Company acquired all of the
outstanding stock of Envirosafe Technical Cleaning, Inc., an Arizona corporation
("Envirosafe"), for an aggregate consideration of $2,500,000. The consideration
included the issuance of 57,266 shares of common stock of the Company,
representing an aggregate value of $500,000. The acquisition has been accounted
for using the purchase method of accounting. The accompanying financial
statements include the results of operations of Envirosafe from the effective
acquisition date through December 31, 1998.

         TEC Effective November 1, 1998, the Company purchased substantially all
of the assets of Technological Environment Cleaning International Company
("TEC") for an aggregate consideration of $6,000,000. The consideration included
the issuance of preferred stock of Pentagon, representing 8% of the equity of
Pentagon. The acquisition has been accounted for using the purchase method of
accounting. The accompanying financial statements include the results of
operations of TEC from the effective acquisition date through December 31, 1998.

         SURESCO Effective November 1, 1998, the Company purchased substantially
all of the assets of Suresco, Inc. ("Suresco") for an aggregate consideration of
$1,375,000. The consideration included the issuance of 11,478 shares of common
stock of the Company, representing an aggregate value of $100,000. The
consideration also included the issuance of preferred stock of Pentagon,
representing 2% of the equity of Pentagon. The acquisition has been accounted
for using the purchase method of accounting. The accompanying financial
statements include the results of operations of Suresco from the effective
acquisition date through December 31, 1998.

         DRYDEN Effective December 31, 1998, the Company acquired all of the
outstanding stock of Dryden Engineering, Inc., a California corporation
("Dryden"), for an aggregate consideration of $3,325,000. The consideration
included the issuance of preferred stock of Pentagon, representing 4% of the
equity of Pentagon. The purchase price may be increased by $250,000 contingent
upon the achievement of certain operating objectives over the six-month period
following the date of acquisition. The acquisition has been accounted for using
the purchase method of accounting.

         WTW Effective December 31, 1998, the Company purchased substantially
all of the assets of WTW Systems, Inc. ("WTW") for an aggregate cash
consideration of $1,265,000. The acquisition has been accounted for using the
purchase method of accounting.


                                                                          Page 7


<PAGE>   8

         The terms of certain of the Company's other acquisition agreements also
provide for additional consideration to be paid based on the achievement of
certain objectives. Such additional consideration is paid in cash, common stock
of the Company, or a combination thereof, and is capitalized as goodwill. During
the six months ended December 31, 1998, the Company paid additional
consideration of $304,000. No common stock of the Company was issued in
connection with this consideration.

NOTE 3.  INTANGIBLES

         Intangibles are summarized as follows:

<TABLE>
<CAPTION>
                                                    DECEMBER 31,       JUNE 30,
                                                    ------------       --------
                                                       1998              1998
                                                    ------------       --------
                                                            (in thousands)
<S>                                                    <C>              <C>    
                   Goodwill                            $38,142          $15,115
                   Customer lists                        5,242               --
                   Patents                               1,334               --
                   Non-compete agreements                  364              399
                                                       =======          ======= 
                                                       $45,082          $15,514
                                                       =======          =======
</TABLE>

         Accumulated amortization of intangibles as of December 31, 1998 and
June 30, 1998 was $1,250,000 and $580,000, respectively.

NOTE 4.  INCOME TAXES

         Prior to October 31, 1997, the income of MPW Industrial Services, Inc.
("Industrial") was taxed under the provisions of Subchapter S of the Internal
Revenue Code of 1986, as amended, which provides that in lieu of corporate
income taxes, the shareholders of the S Corporation were taxed on their
proportionate share of Industrial's taxable income. Therefore, no provision or
liability for federal income tax has been included in historical financial
statements related to Industrial prior to October 31, 1997. The accompanying
financial statements do, however, include provisions for income taxes for
federal, state, provincial and local tax purposes for the other subsidiaries of
the Company that were subject to corporate income taxes prior to October 31,
1997.

         Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant
components of the Company's deferred tax asset and liability as of December 31,
1998 are related to the use of accelerated depreciation rates on property and
equipment for tax purposes and the carryforward of tax adjustments related to
the termination of Industrial's S Corporation status.

         The pro forma income taxes presented in the Consolidated Statements of
Operations for the three and six months ended December 31, 1997 represent the
estimated income taxes that would have been reported had Industrial been subject
to federal and state income taxes for that period.

NOTE 5.  LONG-TERM DEBT

         Effective November 2, 1998, the Company entered into a new credit
agreement with its principal banks (the "Credit Facility") to replace the
previous credit agreement (the "Previous Credit Agreement"). The Previous Credit
Agreement, as amended, provided the Company with $50,000,000 of available
credit, of which $35,000,000 was available in the form of term notes. The Credit
Facility provides the Company with $75,000,000 of revolving credit availability
for a three-year period, subject to extension by the banks each year on the
anniversary of the agreement. Under the terms of the Credit Facility, the entire
$75,000,000 is available for general corporate purposes, including working
capital, capital expenditures and acquisitions. Borrowing under the Credit
Facility currently bears interest at the prime rate or, at the Company's option,
the Eurodollar market rate plus 1.625%. The interest rate is subject to change
based on interest rate formulas tied to the ratio of consolidated funded debt to
earnings before interest, taxes, depreciation and amortization. Availability of
borrowing is subject to the maintenance of a minimum level of net worth, certain
levels of interest coverage and maintenance of a certain ratio of funded debt to
earnings before interest, taxes, depreciation and amortization. As of 



                                                                          Page 8

<PAGE>   9


December 31, 1998, $54,242,000 had been drawn against the Credit Facility. The
Company also pays a commitment fee for unused portions of the Credit Facility of
0.35%.

NOTE 6.  EARNINGS PER SHARE

         In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 ("SFAS No. 128"), Earnings per Share,
effective for periods ending after December 15, 1997. SFAS No. 128 replaced the
previously reported primary and fully diluted earnings per share with basic and
diluted earnings per share. Unlike primary earnings per share, basic earnings
per share excludes any dilutive effects of options, warrants and convertible
securities. Diluted earnings per share is similar to the previously reported
fully diluted earnings per share. All earnings per share amounts for all periods
have been presented to conform to the SFAS No. 128 requirements.

         The following table sets forth the computation of pro forma basic and
diluted earnings per share (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED          SIX MONTHS ENDED
                                                                        DECEMBER 31,               DECEMBER 31,
                                                                   --------------------        ------------------
                                                                    1998          1997          1998        1997
                                                                   -------       ------        ------      ------
<S>                                                                <C>           <C>           <C>         <C>   
                  Numerator for basic earnings per share - pro
                    forma net income (loss)                        $ 2,267       $ (438)       $3,866      $1,050
                     Effect of assumed exercise of equity
                       interest in Pentagon (Note 7)                     7           --             7          --
                                                                   -------       ------        ------      ------

                  Numerator for diluted earnings per share -
                    pro forma net income (loss) after assumed
                    conversions                                    $ 2,260       $ (438)       $3,859      $1,050
                                                                   =======       ======        ======      ======

                  Denominator for basic earnings per share -
                    weighted average common shares                  10,757        7,531        10,683       6,866
                     Effect of dilutive securities:
                       Dilutive employee stock options                 668           --           679         684
                       Preferred stock of Pentagon (Note 7)             27           --            27          --
                                                                   -------       ------        ------      ------
                     Dilutive potential common shares                  695           --           706         684

                  Denominator for diluted earnings per share -
                    adjusted weighted average common shares and
                    assumed conversions                             11,452        7,531        11,389       7,550
                                                                   -------       ------        ------      ------

                  Pro forma net income (loss) per share              $0.21       $(0.06)        $0.36       $0.15
                                                                   -------       ------        ------      ------

                  Pro forma net income (loss) per share,
                     assuming dilution                               $0.20       $(0.06)        $0.34       $0.14
                                                                   =======       ======        ======      ======
</TABLE>


NOTE 7.  EQUITY INTERESTS IN PENTAGON

         Preferred stock of Pentagon was issued in connection with certain of
its recent acquisitions. The Pentagon Series A Preferred Stock pays dividends
only when and if declared by the Board of Directors of Pentagon and is
convertible into shares of Common Stock of Pentagon immediately prior to an
initial public offering of, or sale of all or substantially all the stock or
assets of, Pentagon. The shares of preferred stock may be sold or transferred to
a third party only subject to a right of first refusal on the part of Pentagon.
The holders of preferred stock have the right, commencing three years after
issuance of the preferred stock, to sell shares of preferred stock to Pentagon
or the Company at a purchase price based on the earnings before interest, taxes,
depreciation and amortization times a multiple based on certain trading
multiples of the Company or an assumed multiple of Pentagon. The amount of
preferred stock of Pentagon to be purchased by the Company or Pentagon will be
determined by the Board of Directors annually. The purchase price will be paid
in common stock of the Company, or at the option of the Company, in cash.



                                                                          Page 9


<PAGE>   10



         In addition to preferred stock, Pentagon has issued a common stock
option to its Chief Executive Officer representing a 9% equity interest in
Pentagon upon exercise.

NOTE 8.  SUBSEQUENT EVENTS

         In January 1999, the Company acquired substantially all of the assets
of Biocon, a division of Performance Solutions-Biocon, LLC. The purchase price,
paid through a combination of cash and preferred stock of Pentagon, represented
an aggregate of approximately $2,125,000.

         In February 1999, the Company acquired substantially all of the assets
of Mid-Ohio Industrial Services, Inc. ("Mid-Ohio"). The purchase price, paid in
cash, represented an aggregate of approximately $2,600,000.

NOTE 9. FLUCTUATIONS IN QUARTERLY RESULTS

         The Company's revenues and results of operations tend to vary
seasonally as a result of a number of factors over which the Company has no
control, including its customers' budgetary constraints, the timing and duration
of its customers' planned maintenance activities and shutdowns, changes in its
competitors' pricing policies and general economic conditions. Also, certain
operating and fixed costs remain relatively constant throughout the fiscal year,
which when offset by differing levels of revenues may result in fluctuations in
quarterly operating results. Because of these factors, the Company typically
generates the least amount of revenues in the third quarter, higher revenues in
the second quarter and the greatest amount of revenues in the first and fourth
quarters. Although the Company believes that the historical trend in quarterly
revenue for the first and fourth quarters are generally higher than the second
and third quarters, there can be no assurance that this will occur in future
periods. Accordingly, quarterly or other interim results should not be
considered indicative of results to be expected for any quarter or for the full
year.


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

         Except for historical information, certain statements in this
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") are forward looking. These forward looking statements are
based on current expectations that are subject to a number of uncertainties and
risks, and actual results may differ materially. The uncertainties and risks
include, but are not limited to, competitive and other market factors, customer
purchasing behavior, general economic conditions and other facets of the
Company's business operations as well as other risk factors identified in
"Investment Considerations" in the Company's Annual Report. The Company
undertakes no obligation and does not intend to update, revise or otherwise
publicly release the result of any revisions to these forward looking statements
that may be made to reflect future events or circumstances.

         The following information should be read in conjunction with the
Unaudited Consolidated Financial Statements and Notes included herein. The
following information should also be read in conjunction with the Audited
Consolidated Financial Statements and Notes and MD&A for the year ended June 30,
1998 as contained in the Company's Annual Report.

OVERVIEW

         In fiscal 1998, the Company completed the acquisitions of four
companies, ESI International, the Vinewood Companies, Straightline Optical
Service and Maintenance Concepts (collectively, the "fiscal 1998 acquisitions").
During the six months ended December 31, 1998 ("six month fiscal 1999 period"),
the Company completed the acquisitions of eight companies, TMI, Gauthier, SSI,
Envirosafe, TEC, Suresco, Dryden and WTW (collectively, the "fiscal 1999
acquisitions"). See Note 2 to the Consolidated Financial Statements.
Collectively, the fiscal 1999 and 1998 acquisitions contributed $10.2 million
and $17.3 million of revenues in the three months ended December 31, 1998
("fiscal 1999 quarter") and the six month fiscal 1999 period, respectively.

         On December 1, 1997, the registration statement related to the
Company's initial public offering of its common stock (the "Offering") was
declared effective by the Securities and Exchange Commission and its stock began
trading on the NASDAQ national market system on December 2, 1997. During the
three month period ended December 31, 1997, 



                                                                         Page 10


<PAGE>   11



numerous events occurred and certain transactions were recorded that were
directly related to the Offering and affect the comparability of the results of
operations for the Company for the three and six month periods ended December
31, 1998 to the same periods in the prior year. For purposes of this MD&A,
adjusted pro forma results of operations for the three and six months ended
December 31, 1997 are being utilized. Adjusted pro forma information for each of
the quarters in fiscal 1998 is described in the Company's Annual Report and its
Prospectus dated December 2, 1997, filed in connection with the Company's
Registration Statement on Form S-1 (File number 333-36887).

RESULTS OF OPERATIONS

         The following table sets forth, for the periods indicated, consolidated
statement of income data as a percentage of revenues for actual results for the
three and six months ended December 31, 1998 and adjusted pro forma results for
the same periods of the prior year:

<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED          SIX MONTHS ENDED
                                                                          DECEMBER 31,               DECEMBER 31,
                                                                       ------------------         ------------------
                                                                        1998        1997           1998         1997
                                                                       ------      ------         ------       ------
<S>                                                                     <C>         <C>            <C>         <C>   
         Revenues                                                       100.0%      100.0%         100.0%      100.0%
         Costs and expenses:                                                     
            Cost of services                                             66.9        67.4           66.9        66.6
            Selling, general and administrative expenses                 16.9        17.6           17.4        17.1
            Depreciation and amortization                                 4.1         3.6            4.3         3.7
                                                                        -----       -----          -----       ----- 
            Total costs and expenses                                     88.0        88.6           88.5        87.3
                                                                        -----       -----          -----       ----- 
         Income from operations                                          12.0        11.4           11.5        12.7
         Interest expense, net                                            2.0          --            1.9          --
                                                                        -----       -----          -----       ----- 
         Income before taxes                                             10.0        11.4            9.6        12.7
         Provision for income taxes                                       4.1         4.6            3.9         5.0
                                                                        -----       -----          -----       ----- 
                                                                                 
         Net income                                                       5.9%        6.9%           5.7%        7.6%
                                                                        =====       =====          =====       =====
</TABLE>                                                                        

     THREE MONTHS ENDED DECEMBER 31, 1998 COMPARED TO THREE MONTHS ENDED 
     DECEMBER 31, 1997

         Basis of Presentation. Management's analysis of the fiscal 1999 quarter
compared to the three months ended December 31, 1997 ("fiscal 1998 quarter")
utilizes adjusted pro forma information for the fiscal 1998 quarter.

         Revenues. Revenues increased by $14.3 million, or 59.5%, to $38.4
million for the fiscal 1999 quarter from $24.1 million for the fiscal 1998
quarter. This increase was primarily the result of the twelve acquisitions that
were completed since October 1, 1997, which contributed an aggregate of $10.2
million of revenues. The internal rate of growth in revenues in the fiscal 1999
quarter was 17.3%.

         Cost of Services. Cost of services increased by $9.5 million, or 58.2%,
to $25.7 million for the fiscal 1999 quarter from $16.2 million for the fiscal
1998 quarter. Cost of services as a percentage of revenues decreased to 66.9%
for the fiscal 1999 quarter from 67.4% for the fiscal 1998 quarter. The decrease
in cost of services as a percentage of revenues is primarily due to improved
operating efficiency in the Company's filtration management service line.
Additionally, the Company's container cleaning service line became more cost
efficient by better utilization of its Chesterfield, MI facility.

         Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $2.3 million, or 53.9%, to $6.5 million for
the fiscal 1999 quarter from $4.2 million for the fiscal 1998 quarter. Selling,
general and administrative expenses decreased as a percentage of revenues to
16.9% for the fiscal 1999 quarter from 17.6% for the fiscal 1998 quarter. The
increase in selling, general and administrative expenses is primarily due to the
overhead costs assumed in the twelve acquisitions noted above, costs associated
with the Company's status as a public company and other investments in the
Company's infrastructure to support overall growth.

         Depreciation and Amortization. Depreciation and amortization increased
by $737,000, or 86.1%, to $1.6 million for the fiscal 1999 quarter from $856,000
for the fiscal 1998 quarter. Depreciation and amortization increased as a
percentage of revenues to 4.1% for the fiscal 1999 quarter from 3.6% for the
fiscal 1998 quarter. This increase is a result of 




                                                                         Page 11



<PAGE>   12


additional capital expenditures related to the Company's growth and additional
goodwill and other intangible assets arising out of the twelve acquisitions
noted above.

         Income from Operations. Income from operations increased $1.9 million,
or 67.8%, to $4.6 million for the fiscal 1999 quarter from $2.8 million for the
fiscal 1998 quarter. Income from operations increased as a percentage of
revenues to 12.0% for the fiscal 1999 quarter from 11.4% for the fiscal 1998
quarter. The increase in income from operations and operating margin are due to
the factors discussed above.

         Interest Expense, net. Immediately following the Offering, the Company
had no borrowings under the Previous Credit Agreement with its banks. For this
reason, interest expense has been eliminated in the adjusted pro forma
information for the fiscal 1998 quarter to give effect as if the repayment of
the Company's debt obligations from the proceeds of the Offering had occurred as
of the beginning of the period. Reported interest expense in the fiscal 1999
quarter is the result of new borrowings subsequent to the Offering, primarily
resulting from the twelve acquisitions noted above.

         Provision for Income Taxes. Prior to October 31, 1997, Industrial was
an S Corporation for income tax purposes and did not record a provision for
federal and certain state income taxes. The provision for income taxes in the
adjusted pro forma information for the fiscal 1998 quarter reflects an effective
rate of 40%. The provision for income taxes for the fiscal 1999 quarter reflects
an effective rate of 41%.

         Net Income and Net Income per Share. Net income increased $614,000, or
37.1%, to $2.3 million for the fiscal 1999 quarter from $1.7 million for the
fiscal 1998 quarter. Assuming dilution, net income per share increased to $0.20
for the fiscal 1999 quarter from $0.15 for the fiscal 1998 quarter. These
increases are due to the factors discussed above. Weighted average common shares
outstanding used in the calculation of net income per share for the fiscal 1998
quarter assumes that the Offering and repurchase of minority interests had
occurred at the beginning of the period.

     SIX MONTHS ENDED DECEMBER 31, 1998 COMPARED TO SIX MONTHS ENDED 
     DECEMBER 31, 1997

         Basis of Presentation. Management's analysis of the six month fiscal
1999 period compared to the six months ended December 31, 1997 ("six month
fiscal 1998 period") utilizes adjusted pro forma information for the six month
fiscal 1998 period.

         Revenues. Revenues increased by $22.4 million, or 48.9%, to $68.3
million for the six month fiscal 1999 period from $45.8 million for the six
month fiscal 1998 period. This increase was primarily the result of the twelve
acquisitions that were completed since October 1, 1997, which contributed an
aggregate of $17.3 million of revenues. Despite the impact of the General Motors
strike, the internal rate of growth in revenues in the six month fiscal 1999
period was 11.2%.

         Cost of Services. Cost of services increased by $15.1 million, or
49.6%, to $45.6 million for the six month fiscal 1999 period from $30.5 million
for the six month fiscal 1998 period. Cost of services as a percentage of
revenues increased to 66.9% for the six month fiscal 1999 period from 66.6% for
the six month fiscal 1998 period. The increase in cost of services as a
percentage of revenues is the result of the loss of revenues related to the
General Motors strike offset by the improved operating efficiencies at the
Company's filtration management and container cleaning service lines.

         Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $4.0 million, or 51.6%, to $11.9 million
for the six month fiscal 1999 period from $7.8 million for the six month fiscal
1998 period. Selling, general and administrative expenses increased as a
percentage of revenues to 17.4% for the six month fiscal 1999 period from 17.1%
for the six month fiscal 1998 period. The increase in selling, general and
administrative expenses is primarily due to the overhead costs assumed in the
twelve acquisitions noted above, costs associated with the Company's status as a
public company and other investments in the Company's infrastructure to support
overall growth.

         Depreciation and Amortization. Depreciation and amortization increased
by $1.2 million, or 72.8%, to $2.9 million for the six month fiscal 1999 period
from $1.7 million for the six month fiscal 1998 period. Depreciation and
amortization increased as a percentage of revenues to 4.3% for the six month
fiscal 1999 period from 3.7% for the six month fiscal 1998 period. This increase
is a result of additional capital expenditures related to the Company's growth
and additional goodwill and other intangible assets arising out of the twelve
acquisitions noted above.

         Income from Operations. Income from operations increased $2.0 million,
or 34.5%, to $7.8 million for the six month fiscal 1999 period from $5.8 million
for the six month fiscal 1998 period. Income from operations decreased as a



                                                                         Page 12


<PAGE>   13


percentage of revenues to 11.5% for the six month fiscal 1999 period from 12.7%
for the six month fiscal 1998 period. The increase in income from operations and
the decrease in operating margin are due to the factors discussed above.

         Interest Expense, net. Immediately following the Offering, the Company
had no borrowings under the Previous Credit Agreement with its banks. For this
reason, interest expense has been eliminated in the adjusted pro forma
information for the six month fiscal 1998 period to give effect as if the
repayment of the Company's debt obligations from the proceeds of the Offering
had occurred as of the beginning of the period. Reported interest expense in the
six month fiscal 1999 period is the result of new borrowings subsequent to the
Offering, primarily resulting from the twelve acquisitions noted above.

         Provision for Income Taxes. Prior to October 31, 1997, Industrial was
an S Corporation for income tax purposes and did not record a provision for
federal and certain state income taxes. The provision for income taxes in the
adjusted pro forma information for the six month fiscal 1998 period reflects an
effective rate of 40%. The provision for income taxes for the six month fiscal
1999 period reflects an effective rate of 41%.

         Net Income and Net Income per Share. Net income increased $365,000, or
10.4%, to $3.9 million for the six month fiscal 1999 period from $3.5 million
for the six month fiscal 1998 period. Assuming dilution, net income per share
increased to $0.34 for the six month fiscal 1999 period from $0.33 for the six
month fiscal 1998 period. These increases are due to the factors discussed
above. Weighted average common shares outstanding used in the calculation of net
income per share for the six month fiscal 1998 period assumes that the Offering
and repurchase of minority interests had occurred at the beginning of the
period.


QUARTERLY RESULTS AND SEASONALITY

         The Company's results of operations tend to vary seasonally, with the
least amount of revenues generated in the third quarter, higher revenues in the
second quarter and the greatest amount of revenues in the first and fourth
quarters. The Company's quarterly results of operations may fluctuate
significantly as a result of a number of factors over which the Company has no
control, including its customers' budgetary constraints, the timing and duration
of its customers' planned maintenance activities and shutdowns, changes in its
competitors pricing policies and general economic conditions. Also, certain
operating and fixed costs remain relatively constant throughout the fiscal year
that, when offset by differing levels of revenues, may result in fluctuations in
quarterly results.


LIQUIDITY AND CAPITAL RESOURCES

         As of December 31, 1998, the Company had cash and cash equivalents of
$165,000 and working capital of $24.0 million. During the six month fiscal 1999
period, the Company used $2.9 million in operating activities and made capital
investments of $6.4 million.

         In the six month fiscal 1999 period, the Company completed eight
acquisitions that required an aggregate of $24.6 million in cash and the
issuance of 272,298 shares of the Company's common stock.

         Prior to November 2, 1998, the Company operated under the Previous
Credit Agreement with its principal banks, which, as amended, provided the
Company with $50.0 million of credit availability. Effective November 2, 1998,
the Company entered into the Credit Facility to replace the Previous Credit
Agreement. This Credit Facility provides the Company with $75.0 million of
revolving credit availability for a three-year period, subject to extension by
the banks each year on the anniversary of the agreement. Under the terms of the
Credit Facility, the entire $75.0 million is available for general corporate
purposes, including working capital, capital expenditures and acquisitions.
Borrowing under the Credit Facility is at rates, based on the prime or
Eurodollar rate, that the Company believes to be very favorable. Availability of
borrowing is subject to the maintenance of a minimum level of net worth, certain
levels of interest coverage and maintenance of a certain ratio of funded debt to
earnings before interest, taxes, depreciation and amortization that the Company
believes will not affect the availability of borrowings under the Credit
Facility. As of December 31, 1998, $54.2 million had been drawn on the Credit
Facility

         In January 1999, the Company completed the acquisition of a sixth
cleanroom services company, Biocon, which provides technical services to
cleanroom environments. The purchase price, paid through a combination of cash
and 


                                                                         Page 13


<PAGE>   14


preferred stock of Pentagon, was an aggregate of approximately $2.1 million.
In February 1999, the Company completed the acquisition of Mid-Ohio which
provides industrial cleaning and maintenance services in southwest Ohio. The
purchase price, paid in cash, was an aggregate of approximately $2.6 million.

         The Company intends to continue its strategy of complementing its
internal growth and to expand its service offerings through acquisitions. In the
six month fiscal 1999 period, the Company completed eight acquisitions that
utilized $24.6 million of cash, and following that period, the Company completed
two additional acquisitions, which utilized $4.7 million in cash. Subsequent to
these acquisitions, the total amount outstanding under the Credit Facility was
$58.9 million. Although the Company continues to explore acquisition
alternatives, the Company currently has no agreements in principle to purchase
any other companies that may require the utilization of borrowings under the
Credit Facility.

         The Company believes that cash on hand as of December 31, 1998, cash
flow from operations and available borrowings under the Credit Facility will be
sufficient to fund its currently planned capital projects and operations for at
least the next 24 months. However, as a result of its anticipated growth, the
Company has, from time to time, explored the availability of raising additional
capital with its banks and other advisors. The Company believes that such
additional capital will be available to support its anticipated growth.


YEAR 2000 ISSUE

         Many computer systems in use today were designed and developed using
two digits, rather than four, to specify the year. As a result, such systems
will recognize a date using "00" as the year 1900 rather than the year 2000.
This could cause many computer applications to fail completely or to create
erroneous results unless corrective measures are taken.

         The Company recognizes the need to ensure its operations will not be
adversely impacted by year 2000 software failures. Major areas of potential
business impact have been identified and initial conversion efforts are
underway. The Company is also addressing this risk with its suppliers, dealers,
financial institutions and others with which it does business to coordinate year
2000 conversion. The Company's main operating and financial system became year
2000 compliant effective with the recent normal software upgrade completed in
December 1997. The cost of achieving year 2000 compliance for the remaining
systems is estimated to be less than $100,000 over the cost of normal software
upgrades and replacements and will be incurred through the end of the fourth
quarter of fiscal 1999, at which time the Company expects that all of its
financial and operating systems will be year 2000 compliant.

INFLATION

         The effects of inflation on the Company's operations were not
significant during the periods presented in the Consolidated Financial
Statements.


ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

             The Company's exposures to market risk are not material.


                          PART II. -- OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS.

             Various legal actions arising in the ordinary course of business
             are pending against the Company. None of the litigation pending
             against the Company, individually or collectively, is expected to
             have a material adverse effect on the Company.

ITEM 2.      CHANGES IN SECURITIES AND USE OF PROCEEDS.

             (a)   Not Applicable.


                                                                         Page 14


<PAGE>   15



             (b)      Not Applicable.

             (c)      On November 3, 1998, in connection with, and as
                      partial consideration for, the acquisition of
                      Envirosafe, the Company issued an aggregate of 57,266
                      shares of its common stock to the owners of
                      Envirosafe. The issuance of the shares of common
                      stock pursuant to the Envirosafe Agreement was
                      pursuant to Section 4(2) of the Securities Act of
                      1933, as amended (the "Act").

                      On November 4, 1998, in connection with, and as
                      partial consideration for, the acquisition of
                      Suresco, the Company issued 11,478 shares of its
                      common stock to Suresco. The issuance of the shares
                      of common stock pursuant to the Suresco Agreement was
                      pursuant to Section 4(2) of the Act.

                      In connection with, and as partial consideration for,
                      the acquisitions of SSI, TEC and Suresco and Dryden,
                      Pentagon issued an aggregate of 300 shares of
                      preferred stock on November 3, 1998, November 4, 1998
                      and December 23, 1998, respectively, to shareholders
                      of such companies. The issuance of shares of
                      preferred stock was pursuant to Section 4(2) of the Act.

             (d)      Not Applicable.

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES.

             Not Applicable.

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

             (a)      The Company held its annual meeting of the shareholders on
                      November 11, 1998.

             (b)      Each of the following nominees for election the Board of
                      Directors of the Company were elected by the shareholders
                      who were present or represented by proxy: Monte R. Black,
                      Ira O. Kane, Pete A. Klisares, Gerald Nilsson-Weiskott,
                      Robert E. Oyster, Timothy A. Walsh and Scott N. Whitlock.

             (c)      Of the 8,822,480 shares present in person or represented
                      by proxy at the meeting, the number of shares voted for
                      and the number of shares as to which the authority to vote
                      in the election was withheld, were as follows with respect
                      to each director nominee:


<TABLE>
<CAPTION>
                                                              VOTES FOR ELECTION OF        AUTHORITY TO VOTE
                                           NAME                      DIRECTOR                   WITHHELD
                                 --------------------------   ---------------------        -----------------
<S>                                                                 <C>                          <C>  
                                 Monte R. Black                     8,819,630                    2,850

                                 Ira O. Kane                        8,819,630                    2,850

                                 Pete A. Klisares                   8,818,630                    3,850

                                 Gerald Nilsson-Weiskott            8,818,430                    4,050

                                 Robert E. Oyster                   8,819,830                    2,650

                                 Timothy A. Walsh                   8,818,430                    4,050

                                 Scott N. Whitlock                  8,819,830                    2,650
</TABLE>


                      The shareholders were also asked to consider and vote upon
                      a proposal to approve the adoption of an amendment to the
                      Company's 1997 Stock Option Plan (the "1997 Plan") to
                      increase the aggregate number of shares of Common Stock
                      that may be sold upon the exercise of stock options


                                                                         Page 15


<PAGE>   16



                      granted under the 1997 Plan from 700,000 to 1,200,000. Of
                      the 8,822,480 shares present in person or represented by
                      proxy at the meeting, 7,791,614 shares were voted for the
                      proposal, 981,205 shares were voted against the proposal
                      and 49,661 shares abstained from voting with respect to
                      the proposal.

             (d)      Not Applicable.


ITEM 5.      OTHER INFORMATION.

             None.

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

             (a)    Exhibits.

                    3(a)     Amended and Restated Articles of Incorporation of
                             the Company effective October 30, 1997 (filed as
                             Exhibit 3(a) to the Company's Registration
                             Statement on Form S-1 (File No. 333-36887), and
                             incorporated herein by reference).

                    3(b)     Amended and Restated Code of Regulations of the
                             Company effective October 30, 1997 (filed as
                             Exhibit 3(b) to the Company's Registration
                             Statement on Form S-1 (File No. 333-36887), and
                             incorporated herein by reference).

                    4        Revolving Credit Loan Agreement, dated as of
                             November 2, 1998, among the Company and its
                             subsidiaries and affiliates, Bank One, NA and
                             National City Bank of Columbus (filed as Exhibit 4
                             to the Company's Quarterly Report on Form 10-Q for
                             the quarter ended September 30, 1998, and
                             incorporated herein by reference).

                   10        Amended and Restated 1997 Stock Option Plan of 
                             the Company.

                   27        Financial Data Schedule.

             (b)   No reports on Form 8-K were filed during the period.


                                                                         Page 16


<PAGE>   17



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf by the
undersigned thereunto duly authorized.

                                 MPW INDUSTRIAL SERVICES GROUP, INC.,
                                 an Ohio corporation


Dated:   February 16, 1999       By: /s/ Daniel P. Buettin
      ----------------------        --------------------------------
                                    Daniel P. Buettin
                                    Vice President and Chief Financial Officer
                                    (on behalf of the Registrant and as 
                                    Principal Financial Officer)




                                                                         Page 17



<PAGE>   18



                                  EXHIBIT INDEX


    Exhibit
    Number        Description of Exhibit
    ------        ----------------------

     3(a)         Amended and Restated Articles of Incorporation of the Company
                  effective October 30, 1997 (filed as Exhibit 3(a) to the
                  Company's Registration Statement on Form S-1 (File No.
                  333-36887), and incorporated herein by reference).

     3(b)         Amended and Restated Code of Regulations of the Company
                  effective October 30, 1997 (filed as Exhibit 3(b) to the
                  Company's Registration Statement on Form S-1 (File No.
                  333-36887), and incorporated herein by reference).

       4          Revolving Credit Loan Agreement, dated as of November 2,
                  1998, among the Company and its subsidiaries and affiliates,
                  Bank One, NA and National City Bank of Columbus (filed as
                  Exhibit 4 to the Company's Quarterly Report on Form 10-Q for
                  the quarter ended September 30, 1998, and incorporated herein
                  by reference).

      10          Amended and Restated 1997 Stock Option Plan of the Company.

      27          Financial Data Schedule.



                                                                        Page 18