<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 EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
              JUNE 30, 1999

                                       OR

         [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
              ________________ TO ________________

              Commission file number:  0-20828


                           DANKA BUSINESS SYSTEMS PLC
                           --------------------------
             (Exact name of registrant as specified in its charter)

             ENGLAND                                     98-0052869
             -------                                     ----------
 (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

   11201 DANKA CIRCLE NORTH
   ST. PETERSBURG, FLORIDA                                  33716
   ------------------------                                 -----
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:       727-576-6003
                                                          ------------
                                 NOT APPLICABLE
                                 --------------
         (Former name or former address, 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 [ ]

The registrant had 227,067,865 Ordinary Shares outstanding as of June 30, 1999.



===============================================================================
<PAGE>   2


                                     INDEX



<TABLE>
<CAPTION>

                                                                                      Page
                                                                                      ----
<S>                                                                                   <C>
PART I - FINANCIAL INFORMATION

     Item 1 - Consolidated Financial Statements

              Consolidated Statements of Earnings for the three months ended
              June 30, 1999 and 1998 (Unaudited)                                        3

              Condensed Consolidated Balance Sheets as of June 30, 1999
              (Unaudited) and March 31, 1998 (Audited)                                  4

              Consolidated Statements of Cash Flows for the three months
              ended June 30, 1999 and 1998 (Unaudited)                                  5

              Consolidated Statement of Shareholders' Equity for the three months
              ended June 30, 1999 (Unaudited)                                           6

              Notes to Consolidated Financial Statements (Unaudited)                    7


     Item 2 - Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                                13




PART II - OTHER INFORMATION

      Item 1 - Legal Proceedings                                                       24
      Item 2 - Changes in Securities                                                   24
      Item 3 - Defaults upon Senior Securities                                         24
      Item 4 - Submission of Matters to a Vote of Security Holders                     24
      Item 5 - Other Information                                                       25
      Item 6 - Exhibits and Reports on Form 8-K                                        25

Signature                                                                              29
</TABLE>



                                       2
<PAGE>   3

PART I - FINANCIAL INFORMATION
ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

DANKA BUSINESS SYSTEMS PLC
CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT PER AMERICAN DEPOSITARY SHARE ("ADS") AMOUNTS)

<TABLE>
<CAPTION>
                                                         FOR THE THREE MONTHS ENDED
                                                        ----------------------------
                                                        JUNE 30,            JUNE 30,
                                                          1999                1998
                                                        --------            --------
                                                       (UNAUDITED)         (UNAUDITED)
<S>                                                     <C>                 <C>
REVENUE:
Retail equipment sales                                  $165,152            $194,668
Retail service, supplies and rentals                     450,721             502,547
Wholesale                                                 29,836              68,184
                                                        --------            --------
Total revenue                                            645,709             765,399
                                                        --------            --------
COSTS AND OPERATING EXPENSES:
Cost of retail equipment sales                           117,712             141,065
Retail service, supplies and rental costs                262,576             302,084
Wholesale costs of revenue                                23,350              57,750
Selling, general and administrative expenses             199,455             223,225
Amortization of intangible assets                          3,581               5,372
Commitment to Kodak under R&D agreements                      --              12,500
                                                        --------            --------
Total costs and operating expenses                       606,674             741,996
                                                        --------            --------
EARNINGS FROM OPERATIONS                                  39,035              23,403
Interest expense and other, net                           22,031              15,424
                                                        --------            --------
EARNINGS BEFORE INCOME TAXES                              17,004               7,979
Provision for income taxes                                 4,761               2,968
                                                        --------            --------
NET EARNINGS                                            $ 12,243            $  5,011
                                                        ========            ========


BASIC EARNINGS PER ADS:
  Net earnings per ADS                                  $   0.21            $   0.09
  Weighted average ADSs                                   57,017              56,874

DILUTED EARNINGS PER ADS:
  Net earnings per ADS                                  $   0.21            $   0.09
  Weighted average ADSs                                   57,306              57,732
</TABLE>


NOTE: CERTAIN PRIOR YEAR AMOUNTS HAVE BEEN RECLASSIFIED TO CONFORM WITH THE
      CURRENT YEAR PRESENTATION

SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS




                                       3
<PAGE>   4

DANKA BUSINESS SYSTEMS PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                       JUNE 30,               MARCH 31,
                                                                        1999                    1999
                                                                     -----------             -----------
                                                                     (UNAUDITED)              (AUDITED)
<S>                                                                  <C>                     <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                                            $    37,915             $    66,095
Accounts receivable, net                                                 555,589                 571,470
Inventories                                                              353,098                 356,139
Prepaid expenses, deferred income taxes
     and other current assets                                             55,939                  56,951
Assets of business held for sale                                          63,132                  62,791
                                                                     -----------             -----------
TOTAL CURRENT ASSETS                                                   1,065,673               1,113,446

Equipment on operating leases, net                                       255,542                 264,625
Property and equipment, net                                               90,457                  92,963
Intangible assets, net                                                   327,322                 337,441
Other assets                                                              87,019                  96,667
                                                                     -----------             -----------
TOTAL ASSETS                                                         $ 1,826,013             $ 1,905,142
                                                                     ===========             ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt and notes payable               $    99,432             $    89,732
Accounts payable                                                         183,450                 162,294
Accrued expenses and other current liabilities                           246,442                 333,446
Deferred revenue                                                          50,582                  51,818
Liabilities of business held for sale                                     16,627                  17,240
                                                                     -----------             -----------
TOTAL CURRENT LIABILITIES                                                596,533                 654,530
Convertible subordinated notes                                           200,000                 200,000
Long-term debt and notes payable, less current maturities                826,049                 852,415
Deferred income taxes and other long-term liabilities                     26,167                  27,033
                                                                     -----------             -----------
TOTAL LIABILITIES                                                      1,648,749               1,733,978
                                                                     -----------             -----------
SHAREHOLDERS' EQUITY:
Ordinary shares, 1.25 pence stated value; 500,000,000
authorized; 228,067,865 issued and outstanding                             4,758                   4,758
Additional paid-in capital                                               304,436                 304,436
Retained earnings                                                        (60,572)                (72,815)
Accumulated other comprehensive income                                   (71,358)                (65,215)
                                                                     -----------             -----------
TOTAL SHAREHOLDERS' EQUITY                                               177,264                 171,164
                                                                     -----------             -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                           $ 1,826,013             $ 1,905,142
                                                                     ===========             ===========
</TABLE>


SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



                                       4
<PAGE>   5

DANKA BUSINESS SYSTEMS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                  FOR THE THREE MONTHS ENDED
                                                                              ---------------------------------
                                                                                 JUNE 30,            JUNE 30,
                                                                                  1999                 1998
                                                                              -----------           -----------
                                                                              (UNAUDITED)           (UNAUDITED)
<S>                                                                           <C>                   <C>
OPERATING ACTIVITIES
Net earnings                                                                    $ 12,243             $  5,011
Adjustments to reconcile net earnings to net cash
provided by operating activities:
   Depreciation and amortization                                                  40,833               42,430
   Loss on sale of property and equipment and
       equipment on operating leases                                               2,418                3,677
   Proceeds from sale of rental equipment                                          1,685                7,941
   Changes in assets and liabilities, net of effects from assets and
       liabilities of business held for sale:
         Accounts receivable                                                       7,925                   16
         Inventories                                                               2,869              (38,395)
         Prepaid expenses, deferred income taxes
               and other current assets                                           (1,206)                 910
         Other noncurrent assets                                                   6,747               (2,618)
         Accounts payable                                                         21,795               53,976
         Accrued expenses                                                        (81,421)             (58,236)
         Deferred revenue                                                           (983)              (2,520)
         Deferred income taxes and other long-term liabilities                      (305)              (3,869)
                                                                                --------             --------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                         12,600                8,323
                                                                                --------             --------
INVESTING ACTIVITIES
Capital expenditures                                                             (34,182)             (65,846)
Proceeds from sale of property and equipment                                         853                1,985
Payment for purchase of subsidiaries                                                (232)                (231)
                                                                                --------             --------
NET CASH USED IN INVESTING ACTIVITIES                                            (33,561)             (64,092)
                                                                                --------             --------
FINANCING ACTIVITIES
Net (payments) borrowings under line of credit agreements                           (640)              22,376
Principal payments on debt                                                        (2,709)                (172)
                                                                                --------             --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                               (3,349)              22,204
                                                                                --------             --------
EFFECT OF EXCHANGE RATES                                                          (3,870)               1,696
                                                                                --------             --------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                        (28,180)             (31,869)
Cash and cash equivalents, beginning of period                                    66,095               34,653
                                                                                --------             --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                        $ 37,915             $  2,784
                                                                                ========             ========

</TABLE>


SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS






                                       5
<PAGE>   6

DANKA BUSINESS SYSTEMS PLC
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
(IN THOUSANDS)

<TABLE>
<CAPTION>


                                                         ADDITIONAL         RETAINED         ACCUMULATED OTHER
                                        ORDINARY           PAID-IN          EARNINGS           COMPREHENSIVE
                                         SHARES            CAPITAL          (DEFICIT)          (LOSS) INCOME          TOTAL
                                       -----------       -----------       -----------       -----------------     ----------
                                       (Unaudited)       (Unaudited)       (Unaudited)          (Unaudited)        (Unaudited)
<S>                                     <C>               <C>               <C>                  <C>                <C>
BALANCES AT MARCH 31, 1999              $  4,758          $  304,436        $ (72,815)           $ (65,215)         $ 171,164

Net earnings                                                                   12,243                                  12,243

Currency translation adjustment                                                                     (6,143)            (6,143)
                                                                                                                    ---------
   Comprehensive income                                                                                                 6,100
                                        --------          ----------        ---------            ---------          ---------
BALANCES AT JUNE 30, 1999               $  4,758          $  304,436        $ (60,572)           $ (71,358)         $ 177,264
                                        ========          ==========        =========            =========          =========

</TABLE>

<TABLE>
<CAPTION>


                                                         ADDITIONAL         RETAINED         ACCUMULATED OTHER
                                        ORDINARY           PAID-IN          EARNINGS           COMPREHENSIVE
                                         SHARES            CAPITAL          (DEFICIT)          (LOSS) INCOME          TOTAL
                                       -----------       -----------       -----------       -----------------     ----------
                                       (Unaudited)       (Unaudited)       (Unaudited)          (Unaudited)        (Unaudited)
<S>                                     <C>               <C>               <C>              <C>                    <C>

BALANCES AT MARCH 31, 1998              $ 4,746           $  304,197        $ 227,917            $ (56,553)         $ 480,307

Net earnings                                                                    5,011                                   5,011

Currency translation adjustment                                                                     (1,547)            (1,547)
                                                                                                                    ---------
   Comprehensive income                                                                                                 3,464
                                        -------           ----------        ---------            ---------          ---------
BALANCES AT JUNE 30, 1998               $ 4,746           $  304,197        $ 232,928            $ (58,100)         $ 483,771
                                        =======           ==========        =========            =========          =========
</TABLE>


SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS




                                       6
<PAGE>   7


DANKA BUSINESS SYSTEMS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


NOTE 1.  BASIS OF PRESENTATION

         The accompanying condensed consolidated balance sheet as of June 30,
1999, consolidated statements of earnings for the three months ended June 30,
1999 and 1998, the consolidated statement of shareholders' equity for the three
months ended June 30, 1999 and 1998, and the consolidated statements of cash
flows for the three months ended June 30, 1999 and 1998 are unaudited. In the
opinion of management, all adjustments, consisting of normal recurring
accruals, necessary for a fair presentation of the results of operations for
the interim periods presented have been reflected herein. The results of
operations for the interim periods are not necessarily indicative of the
results, which may be expected for the entire fiscal year. The consolidated
financial statements should be read in conjunction with the consolidated
financial statements and the notes thereto included in Danka Business Systems
PLC's (the "Company") Annual Report for the year ended March 31, 1999. Certain
prior year amounts have been reclassified to conform to the current year
presentation (See Note 7 for fiscal 1999 quarterly statements of earnings which
reflect such reclassifications).


NOTE 2.  RESTRUCTURING CHARGES

FISCAL 1999 CHARGE:
         The Company recorded pre-tax restructuring charges totaling $42.7
million for the twelve months ended March 31, 1999. The restructuring charges
were related to the Company's worldwide cost reduction program initiated in the
third quarter of fiscal 1999 with the goal of reducing selling, general and
administrative expenses and improving profitability. The restructuring charges
were for headcount reductions, the elimination of excess facilities and the
write-down of assets. As of June 30, 1999, the Company had completed the
reduction of 1,400 positions, which was in-line with the Company's plan.
Generally, severance is paid out to individuals over a period of time rather
than one lump sum payment. The lease obligations relating to the closure of 60
facilities are expected to continue beyond the year 2001. Unutilized accruals
of $1.9 million relating to fiscal 1998 and 1997 restructuring charges were
adjusted during the third quarter of fiscal 1999, resulting in a net charge of
$40.8 million for the twelve months ended March 31, 1999. The following table
summarizes the restructuring charge and related cash outlays:

1999 RESTRUCTURING CHARGE:

<TABLE>
<CAPTION>
                                                                                                OTHER
                                                          TOTAL             CASH              NON-CASH          RESERVE AT
                                                         EXPENSE           OUTLAYS             CHANGES         JUNE 30, 1999
                                                          $000              $000                $000               $000
                                                         -------           -------             -------         -------------
<S>                                                      <C>               <C>                <C>              <C>
Severance                                                19,820            (11,066)                --              8,754
Future lease obligations on facility closures            19,790             (3,532)                --             16,258
Write-off of leasehold improvements on
     facility closures                                    3,084                 --             (3,084)                --
                                                         ------            -------             ------             ------
Total restructuring charge                               42,694            (14,598)            (3,084)            25,012
                                                         ------            -------             ------             ------
</TABLE>


         Cash outlays for the three months ended June 30, 1999 relating to
severance and the closure of facilities totaled $5.4 million and $1.5 million,
respectively.



                                       7
<PAGE>   8

FISCAL 1997 RESTRUCTURING CHARGE:

         In December 1996, the Company recorded a $35.0 million pre-tax
restructuring charge, related to the integration of the Office Imaging division
acquired from Kodak and the related transition to the Company's Market Based
Approach in North America. As of June 30, 1999, approximately $4.6 million
remained in accrued liabilities, primarily for the closure of duplicate
facilities. Cash outlays relating to these facility closures for the three
months ended June 30, 999 totaled $0.2 million.


NOTE 3.  EARNINGS PER SHARE

         The following table reconciles the numerator and denominator of the
basic and diluted earnings per American Depositary Share ("ADS") computations:

<TABLE>
<CAPTION>

                                                    FOR THE THREE MONTHS ENDED                   FOR THE THREE MONTHS ENDED
                                                           JUNE 30, 1999                               JUNE 30, 1998
                                           -----------------------------------------     -----------------------------------------
(In 000's except per share amounts)          INCOME          SHARES         PER-SHARE       INCOME          SHARES       PER-SHARE
                                           (NUMERATOR)    (DENOMINATOR)       AMOUNT     (NUMERATOR)    (DENOMINATOR)      AMOUNT
                                           -----------    -------------     ---------    -----------    -------------    ---------
<S>                                        <C>            <C>               <C>          <C>            <C>              <C>
Net earnings                                 $12,243                                        $5,011

BASIC EARNINGS PER ADS:
  Income available to shareholders            12,243          57,017          $0.21          5,011           56,874         $0.09
                                                                                                                            =====

EFFECT OF DILUTIVE SECURITIES:                                   289                                            858
  Stock Options                                               ------                                         ------

DILUTED EARNINGS PER ADS:
  Income available to shareholders
      plus assumed conversion                $12,243          57,306          $0.21         $5,011           57,732         $0.09
                                             =======          ======          =====         ======           ======         =====

</TABLE>

         The effect of the Company's $200.0 million of Convertible Subordinated
Notes are not included in the computation of diluted earnings per share for the
three months ended June 30, 1999 and 1998 since they are non-dilutive.


NOTE 4.  SEGMENT REPORTING

         The Company's reportable segments include Danka Americas, Danka
International and Danka Services International (DSI). Danka Americas
distributes photocopiers, facsimiles and other related office imaging equipment
together with the related parts, supplies and services on a direct basis to
retail customers. The geographical areas covered by Danka Americas include the
United States, Canada and Latin America. The Company's Omnifax division, which
distributes private-label facsimiles and related parts, supplies and services
throughout the United States and Canada, is also included in the Danka Americas
segment. Effective July 30, 1999, the Company sold its Omnifax business to
Xerox Corporation for $45.0 million in cash. Danka International also
distributes photocopiers, facsimiles and other related office imaging
equipment. These products, together with the related services, parts and
supplies, are marketed primarily on a direct basis to retail customers. Danka
International also provides photocopiers, facsimiles and other related office
imaging equipment on a wholesale basis to independent dealers. Danka
International has an extensive sales and service network throughout Europe and
additional operations in Australasia. DSI is the Company's worldwide document
outsourcing business, which provides a wide





                                       8
<PAGE>   9
range of document management solutions, including the management of central
reprographics departments, the placement and maintenance of convenience copiers,
print-on-demand operations and document archiving and retrieval services and
document management consulting. The Company measures segment performance as
earnings from operations, which is defined as earnings before interest expense
and other, net and income taxes, as shown on the Company's consolidated
statements of earnings. Other items are shown for purposes of reconciling to the
Company's total consolidated amounts as shown in the following table for the
three months ended June 30, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                            DANKA
                                          DANKA            DANKA            SERVICES                          CONSOLIDATED
                                         AMERICAS      INTERNATIONAL     INTERNATIONAL        OTHER               TOTAL
THREE MONTHS ENDED JUNE 30                 $000            $000              $000             $000                $000
--------------------------               --------      -------------     -------------        -----           ------------
<S>                                      <C>           <C>               <C>                 <C>              <C>
1999
Total revenue                             368,364         207,239             70,106             --              645,709

Earnings from operations                   33,337           6,388              6,548         (7,238)              39,035
Interest expense & other, net                                                                22,031               22,031
Provisions for income taxes                                                                   4,761                4,761
Net earnings                                                                                                      12,243


1998
Total revenue                             462,112         236,187             67,100             --              765,399

Earnings from operations                   16,782          12,363              6,538        (12,280)              23,403
Interest expense & other, net                                                                15,424               15,424
Provisions for income taxes                                                                   2,968                2,968
Net earnings                                                                                                       5,011
</TABLE>



NOTE 5.  NEW ACCOUNTING PRONOUNCEMENTS

ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES:

         In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which is effective for the first quarter
of the fiscal year beginning after June 15, 2000. Statement No. 133 establishes
accounting and reporting requirements for derivative instruments and hedging
activities, and modifies disclosures previously required under other accounting
standards. Implementation of Statement No. 133 may be complex. The Company does
not expect the adoption of Statement No. 133 to have a material impact on its
results of operations.


NOTE 6.  PENDING LITIGATION

         The Company, former directors and former officers are defendants in a
purported class action lawsuit. A consolidated class action complaint (the
"Complaint") was filed in the United States District Court for the Middle
District of Florida, Tampa Division on or about June 18, 1998. The Complaint
alleges, principally, that the Company and the other defendants issued
materially false and misleading statements related to the progress of the
Company's integration of its acquisition of Kodak's Office Imaging and
outsourcing businesses, engaged in improper accounting practices and that
certain former officers utilized




                                       9
<PAGE>   10

insider information, in violation of Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The plaintiffs seek
to certify their complaints as class actions on behalf of all purchasers of the
Company's American Depositary Receipts in the period between May 13, 1997 and
December 15, 1997, and seek an award of an unspecified amount of monetary
damages, including punitive damages, to all of the members of the purported
class. The Company filed its motion to dismiss the Complaint on or about July
29, 1998 and all briefs have been submitted to the Court. The Company has not
received a ruling from the court on its motion. The case is in the early stages
and while it is impossible to predict the outcome or impact of such litigation,
management believes this litigation is without merit and is vigorously
defending the lawsuit.

         In February 1999, the Company was served with a complaint alleging
breach of contract, breach of duty of good faith and fair dealing, conversion
and violation of the Uniform Commercial Code. More particularly, the plaintiffs
allege that in December 1997, they attempted to sell approximately one million
restricted American Depositary Shares at approximately $35.00 per share and
that the Company and its attorneys wrongfully refused and/or unreasonably
delayed in registering the transfer of the plaintiffs' restricted shares. The
complaint further states that the plaintiffs were unable to complete the sale
of shares and were later forced to sell the shares in February 1998 at
approximately $17.00 per share. The plaintiffs are attempting to recover the
difference from the Company and its attorneys. The Company recently filed its
motion to dismiss the complaint. This case is in the early stages and while the
outcome of such litigation is impossible to predict, management believes this
litigation is without merit and intends to vigorously defend the lawsuit.

         The Company is subject to other legal proceedings and claims, which
arise, in the ordinary course of its business that will not have a material
adverse effect upon the Company's financial position, results of operations or
liquidity.



                                      10
<PAGE>   11


NOTE 7.  RECLASSIFICATIONS

         Certain prior year amounts in the Company's statements of earnings
have been restated to reflect certain reclassifications to conform to the
fiscal 2000 presentation. The impact of these changes did not affect earnings
(loss) from operations or net earnings (loss). The reclassifications primarily
related to freight and fringe benefit costs which were moved from general and
administrative expenses to the respective cost categories including the cost of
retail equipment sales and retail service, supplies and rental costs. The
following table reflects the dollar amounts for the reclassified statements of
earnings for each of the quarters and fiscal year represented by the twelve
month period ended March 31, 1999:

<TABLE>
<CAPTION>

                                                               THREE         THREE           THREE          THREE           TWELVE
                                                               MONTHS        MONTHS          MONTHS         MONTHS          MONTHS
                                                               ENDED         ENDED           ENDED          ENDED           ENDED
                                                              JUNE 30,      SEPT. 30,       DEC. 31,      MARCH 31,       MARCH 31,
                                                               1998          1998            1998           1999            1999
                                                               $000          $000            $000           $000            $000
                                                              -------       -------       ---------        -------        ---------
<S>                                                           <C>           <C>             <C>            <C>            <C>
REVENUE:
Retail equipment sales                                        194,668       203,997         188,426        168,394          755,485
Retail service, supplies and rentals                          502,547       476,318         479,960        461,996        1,920,821
Wholesale                                                      68,184        53,529          55,488         43,713          220,914
                                                              -------       -------       ---------        -------        ---------
Total revenue                                                 765,399       733,844         723,874        674,103        2,897,220
                                                              -------       -------       ---------        -------        ---------
COSTS AND OPERATING EXPENSES:
Cost of retail equipment sales                                141,065       149,186         171,942        122,286          584,479
Special charges, cost of retail equipment sales                    --            --          47,191        (16,482)          30,709
Retail service, supplies and rental costs                     302,084       304,639         302,192        279,412        1,188,327
Special charges, retail service, supplies & rental costs           --            --          25,991          1,153           27,144
Wholesale costs of revenue                                     57,750        43,919          47,993         39,599          189,261
Special charges, wholesale costs                                   --            --              --            514              514
Selling, general and administrative expenses                  223,225       221,340         246,837        228,495          919,897
Special charges, general and administrative expenses               --            --          17,000           (195)          16,805
Amortization of intangible assets                               5,372         5,007           5,131          4,204           19,714
Write-off of goodwill and other long-lived assets                  --            --         107,858          1,616          109,474
Commitment to Kodak under R&D agreements                       12,500        12,500          12,500         15,934           53,434
Restructuring charges                                              --            --          38,174          2,644           40,818
                                                              -------       -------       ---------        -------        ---------
Total costs and operating expenses                            741,996       736,591       1,022,809        679,180        3,180,576
                                                              -------       -------       ---------        -------        ---------
EARNINGS (LOSS) FROM OPERATIONS                                23,403        (2,747)       (298,935)        (5,077)        (283,356)
Interest expense and other, net                                15,424        18,520          21,923         18,330           74,197
                                                              -------       -------       ---------        -------        ---------
EARNINGS (LOSS) BEFORE INCOME TAXES                             7,979       (21,267)       (320,858)       (23,407)        (357,553)
Provision (benefit) for income taxes                            2,968        (7,912)        (46,849)       (10,980)         (62,773)
                                                              -------       -------       ---------        -------        ---------
NET EARNINGS (LOSS)                                             5,011       (13,355)       (274,009)       (12,427)        (294,780)
                                                              =======       =======       =========        =======        =========
</TABLE>



                                      11
<PAGE>   12


         The following table reflects the percentage of total revenue
represented by each item for the reclassified statements of earnings for each
of the quarters and fiscal year represented by the twelve month period ended
March 31, 1999:

<TABLE>
<CAPTION>

                                                                THREE        THREE         THREE       THREE       TWELVE
                                                                MONTHS       MONTHS        MONTHS      MONTHS      MONTHS
                                                                ENDED        ENDED         ENDED       ENDED       ENDED
                                                               JUNE 30,     SEPT. 30      DEC. 31,    MARCH 31,   MARCH 31,
(As a percentage of total revenue)                               1998         1998         1998         1999        1999
                                                               -------      --------      --------    ---------   ---------
<S>                                                            <C>          <C>           <C>         <C>         <C>
REVENUE:
Retail equipment sales                                           25.4%        27.8%        26.0%        25.0%        26.1%
Retail service, supplies and rentals                             65.7         64.9         66.3         68.5         66.3
Wholesale                                                         8.9          7.3          7.7          6.5          7.6
                                                                -----        -----        -----        -----        -----
Total revenue                                                   100.0        100.0        100.0        100.0        100.0
                                                                -----        -----        -----        -----        -----
COSTS AND OPERATING EXPENSES:
Cost of retail equipment sales                                   18.4         20.3         23.8         18.1         20.2
Special charges, cost of retail equipment sales                    --           --          6.5         (2.4)         1.1
Retail service, supplies and rental costs                        39.5         41.5         41.7         41.4         41.0
Special charges, retail service, supplies & rental costs           --           --          3.6          0.2          0.9
Wholesale costs of revenue                                        7.5          6.0          6.6          5.9          6.5
Special charges, wholesale costs                                   --           --           --          0.1           --
Selling, general and administrative expenses                     29.2         30.2         34.1         33.9         31.8
Special charges, general and administrative expenses               --           --          2.3           --          0.6
Amortization of intangible assets                                 0.7          0.7          0.7          0.6          0.7
Write-off of goodwill and other long-lived assets                  --           --         14.9          0.2          3.8
Commitment to Kodak under R&D agreements                          1.6          1.7          1.7          2.4          1.8
Restructuring charges                                              --           --          5.3          0.4          1.4
                                                                -----        -----        -----        -----        -----
Total costs and operating expenses                               96.9        100.4        141.3        100.8        109.8
                                                                -----        -----        -----        -----        -----
EARNINGS (LOSS) FROM OPERATIONS                                   3.1         (0.4)       (41.3)        (0.8)        (9.8)
Interest expense and other, net                                   2.0          2.5          3.0          2.7          2.5
                                                                -----        -----        -----        -----        -----
EARNINGS (LOSS) BEFORE INCOME TAXES                               1.1         (2.9)       (44.3)        (3.5)       (12.3)
Provision (benefit) for income taxes                              0.4         (1.1)        (6.4)        (1.7)        (2.1)
                                                                -----        -----        -----        -----        -----
NET EARNINGS (LOSS)                                               0.7%        (1.8)%      (37.9)%       (1.8)%      (10.2)%
                                                                =====        =====        =====        =====        =====
</TABLE>

         The following tables reflect the gross profit margins for the
reclassified statements of earnings for each of the quarters and fiscal year
represented by the twelve month period ended March 31, 1999. The tables present
the gross profit margins both before and after special charges taken during the
third and fourth quarters of fiscal 1999.

AFTER SPECIAL CHARGES:

<TABLE>
<S>                                                             <C>          <C>          <C>          <C>          <C>
Retail equipment sales                                           27.5%        26.9%       (16.3)%       37.2%        18.6%
Retail service, supplies and rentals                             39.9         36.0         31.6         39.3         36.7
Wholesale                                                        15.3         18.0         13.5          8.2         14.1
                                                                 ----         ----         ----         ----         ----
Combined gross profit                                            34.6         32.2         17.8         36.7         30.3
                                                                 ====         ====         ====         ====         ====
</TABLE>



BEFORE SPECIAL CHARGES:

<TABLE>
<S>                                                             <C>          <C>          <C>          <C>          <C>
Retail equipment sales                                           27.5%         26.9%        8.7%        27.4%        22.6%
Retail service, supplies and rentals                             39.9          36.0        37.0         39.5         38.1
Wholesale                                                        15.3          18.0        13.5          9.4         14.3
                                                                 ----          ----        ----         ----         ----
Combined gross profit                                            34.6          32.2        27.9         34.5         32.3
                                                                 ====          ====        ====         ====         ====
</TABLE>




                                      12
<PAGE>   13

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

         Danka Business Systems PLC together with its Subsidiaries ("Danka" or
the "Company") is one of the world's largest independent suppliers of
photocopiers, facsimiles and other related office imaging equipment. The
Company primarily markets these products and related services, parts and
supplies on a direct basis to retail customers. The Company principally
distributes Canon, Kodak, Ricoh and Toshiba products. It also distributes
Konica and Minolta products in certain markets. In addition, the Company
markets private label photocopiers and facsimiles and related supplies on a
direct basis under the Company's Infotec trademark. The Company also markets
photocopiers and related parts and supplies on a wholesale basis to independent
dealers through its international operations. The Company closed its U.S.
wholesale operations effective March 31, 1999. The closure was related to the
Company's restructuring of its operations and focus on core, higher margin
business.

         The Company also provides worldwide document services through its
outsourcing business, Danka Services International ("DSI"). Services provided
by DSI range from on- and off-site document services, including the management
of central reprographics departments, the placement and maintenance of
convenience copiers, print-on-demand operations and document archiving and
retrieval services.

         For the three months ended June 30, 1999, the Company reported net
earnings of $12.2 million, or $0.21 per American Depositary Share ("ADS"),
versus $0.09 per ADS for the comparable quarter last year and a loss of $0.22
for the fourth quarter of fiscal 1999. The Company realized improvements in its
gross profit margins and significant reductions in selling, general and
administrative expenses for the first quarter of fiscal 2000 primarily due to
its restructuring initiatives and worldwide cost reduction program implemented
in the third quarter of fiscal 1999.

         As previously reported on July 30, 1999, the Company completed the
sale of its facsimile business, Omnifax, to Xerox Corporation for $45.0 million
in cash.

         In July 1999, the Company launched worldwide distribution of its first
high-volume digital machine, the DigiSource 9110. The DigiSource 9110 was
developed by Kodak and is designed and manufactured through a joint venture by
Heidelberg Digital and Nexpress Solutions.



                                      13
<PAGE>   14


         The following table sets forth for the periods indicated the
percentage of total revenue represented by certain items in the Company's
consolidated statements of earnings:

<TABLE>
<CAPTION>
                                                                                              THREE  MONTHS ENDED JUNE 30,
                                                                                             -------------------------------
                                                                                             1999                       1998
                                                                                             ----                       ----
<S>                                                                                          <C>                        <C>
Revenue:
  Retail equipment sales....................................................                  25.6%                      25.4%
  Retail service, supplies and rentals......................................                  69.8                       65.7
  Wholesale.................................................................                   4.6                        8.9
                                                                                               ---                      -----
      Total revenue.........................................................                 100.0                      100.0
Cost of revenue.............................................................                  62.5                       65.4
                                                                                             -----                      -----
Gross profit................................................................                  37.5                       34.6
Selling, general and administrative expenses................................                  30.9                       29.2
Amortization of intangible assets...........................................                   0.6                        0.7
Commitment to Kodak under R&D agreements....................................                    --                        1.6
                                                                                             -----                      -----
      Earnings from operations..............................................                   6.0                        3.1
Interest expense and other, net.............................................                   3.4                        2.0
                                                                                             -----                      -----
      Earnings before income taxes..........................................                   2.6                        1.1
Provision for income taxes..................................................                   0.7                        0.4
                                                                                             -----                      -----
       Net earnings.........................................................                   1.9%                       0.7%
                                                                                             =====                      =====
</TABLE>


         The following table sets forth for the periods indicated the gross
profit margin percentage for each of the Company's revenue classifications:

<TABLE>
<CAPTION>
                                                                                              THREE  MONTHS ENDED JUNE 30,
                                                                                             -------------------------------
                                                                                             1999                       1998
                                                                                             ----                       ----
<S>                                                                                          <C>                        <C>
Retail equipment sales.....................................................                  28.7%                      27.5%
Retail service, supplies and rentals.......................................                  41.7                       39.9
Wholesale..................................................................                  21.7                       15.3
</TABLE>


QUARTER ENDED JUNE 30, 1999 COMPARED TO QUARTER ENDED JUNE 30, 1998:

Revenue

         Revenue declined 16% to $645.7 million for the three months ended June
30, 1999 ("first quarter of fiscal 2000") compared to $765.4 million for the
three months ended June 30, 1998 ("first quarter of fiscal 1999"). The
Company's retail equipment sales declined 15% to $165.1 million for the first
quarter of fiscal 2000 compared to $194.7 million for the first quarter of
fiscal 1999, primarily due to lower equipment sales in both the U.S. and
international markets. In fiscal 1999, the Company entered into several key
strategic vendor alliances and expanded its worldwide product portfolio to
encompass new products in color, digital and high-volume. The Company's revenue
for the first quarter of fiscal 2000 was also impacted by the closure of the
Company's U.S. wholesale operations effective March 31, 1999. As a result,
total wholesale revenue for the first quarter of fiscal 2000 declined 56% to
$29.8 million from $68.2 million for the first quarter of fiscal 1999. The
decision to close the Company's U.S. wholesale operations was in-line with its
strategy to focus on core, higher margin businesses.



                                      14
<PAGE>   15
         Approximately 40% of the Company's revenue is generated in countries
outside of the United States. As in prior periods, foreign exchange rate
fluctuations have negatively impacted the Company's comparable financials
results. Excluding the effect of foreign currency fluctuations, total revenue
for the first quarter of fiscal 2000 would have been approximately $9.0 million
higher.

Gross Profit

         Gross profit declined 8% to $242.1 million for the first quarter of
fiscal 2000 from $264.5 million for the first quarter of fiscal 1999. The gross
profit margin as a percentage of total revenue increased to 37.5% for the first
quarter of fiscal 2000 compared to 34.6% for the first quarter of fiscal 1999.
The increase was due to margin improvements in all revenue segments. Gross
profit as a percentage of retail equipment sales increased to 28.7% for the
first quarter of fiscal 2000 from 27.5% for the first quarter of fiscal 1999.
The increase is primarily related to better inventory management initiatives.
As a percentage of revenue, the gross profit margin on retail service, supplies
and rentals increased to 41.7% for the first quarter of fiscal 2000 from 39.9%
for the first quarter of fiscal 1999 primarily due to an improvement in the
U.S. service margin. Improvements in the U.S. service margin were primarily
attributable to better parts utilization and technician productivity. The
Company's wholesale gross profit margin increased to 21.7% for the first
quarter of fiscal 2000 compared with 15.3% for the first quarter of fiscal 1999
primarily due to the closure of the Company's U.S. wholesale operations
affective March 31, 1999. The U.S. wholesale operations generated a lower gross
margin compared to the Company's international wholesale business.

Selling, General and Administrative Expenses

         Selling, general and administrative expenses ("SG&A") decreased 11% to
$199.5 million for the first quarter of fiscal 2000 compared to $223.2 million
for the first quarter of fiscal 1999. The decrease is primarily related to the
Company's restructuring initiatives and worldwide cost reduction program
implemented during the third quarter of fiscal 1999. As a percentage of
revenue, selling, general and administrative expenses increased to 30.9% for
the first quarter of fiscal 2000 from 29.2% for the first quarter of fiscal
1999. Although the Company made significant progress in reducing its SG&A
expenses for the first quarter of fiscal 2000, the margin increased due to the
lower revenue generated for the first quarter.

Amortization of Intangible Assets

         Amortization of intangible assets decreased to $3.6 million for the
first quarter of fiscal 2000 from $5.4 million for the first quarter of fiscal
1999. During the third and fourth quarters of fiscal 1999, the Company
wrote-off a total of $109.5 million in goodwill and other long-lived assets,
the majority of which related to goodwill in the U.S. and Canada. The Company
determined that based on changes in the business environment and an analysis of
projected cash flows, the carrying amount of certain goodwill and other
long-lived assets were not recoverable and therefore written-off.

                                      15

<PAGE>   16

Commitment to Kodak under Research and Development Agreements

         In connection with the acquisition of the Office Imaging and
outsourcing businesses in December 1996, the Company was providing funding to
Kodak for ongoing research and development of electrophotographic equipment.
Effective December 15, 1998 the research and development agreement was
terminated. The Company entered into a new agreement during the fourth quarter
of fiscal 1999 under which Kodak was required to finish the development of the
DigiSource 9110. The Company agreed to pay Kodak $23.0 million under the new
agreement. The DigiSource machine was introduced in March 1999 at an
international trade fair in Hanover, Germany. The Company has no further
commitments to Kodak for research and development after fiscal 1999. Effective
May 10, 1999 Kodak sold its equipment, toner and developer manufacturing
operations to a subsidiary of Heidelberger Druckmaschnen AG ("Heidelberg"), a
German global market leader in printing systems. On June 24, 1999, Kodak and
the Company reached an agreement providing for mutual release of claims and
obligations related to certain agreements previously entered into between the
Company and Kodak including research and development commitments. In the
comparable first quarter of fiscal 1999, the Company recorded research and
development commitments totaling $12.5 million.

Earnings from Operations

         Earnings from operations increased 67% to $39.0 million for the first
quarter of fiscal 2000 compared to earnings from operations of $23.4 million
for the first quarter of fiscal 1999. The increase was primarily due to
reductions in selling, general and administrative expenses, lower amortization
expense and the elimination of research and development commitments to Kodak.
As a percentage of revenue, earnings from operations increased to 6.0% for the
first quarter of fiscal 2000 from 3.1% for the first quarter of fiscal 1999.

Interest Expense and Other, Net

         Interest expense and other, net increased to $22.0 million for the
first quarter of fiscal 2000 compared to $15.4 million for the first quarter of
fiscal 1999. The increase primarily related to higher levels of borrowings and
a higher interest rate for the first quarter of fiscal 2000. The interest rate
increase was due to the amendments to the Company's Credit Agreement effective
June 30, 1998 and waiver fees paid by the Company to its lenders. See
"Liquidity and Capital Resources."

Income Taxes

         Income taxes increased to $4.8 million for the first quarter of fiscal
2000 from $3.0 million for the first quarter of fiscal 1999. The increase was
primarily due to higher levels of earnings. The combined effective income tax
rate declined to 28.0% for the first quarter of fiscal 2000 as compared to
37.2% for the first quarter of fiscal 1999. The decline in the effective tax
rate is primarily attributable to the provision of additional taxes for prior
fiscal years, which were included in the first quarter of fiscal 1999.

                                      16

<PAGE>   17

Net Earnings

         As a result of the above factors, net earnings increased to $12.2
million for the first quarter of fiscal 2000 from $5.0 million for the first
quarter of fiscal 1999. As a percentage of revenue, net earnings increased to
1.9% for the first quarter of fiscal 2000 compared to 0.7% for the first
quarter of fiscal 1999.

EXCHANGE RATES

         Fluctuations in the exchange rate between the pound sterling and the
U.S. dollar affect the dollar equivalent of the pound sterling of the Ordinary
Shares of the Company on the London Stock Exchange and, as a result, are likely
to affect the market price of the ADSs. The Company operates in 30 countries
worldwide, and therefore, fluctuations in exchange rates between the U.S.
dollar and the currencies in each of the countries in which the Company
operates, will affect the results of the Company's international operations
reported in U.S. dollars and the value of such operations' net assets reported
in U.S. dollars. The results of operations, financial condition and competitive
position of the Company's business are affected by the relative strength of its
currencies in countries where its products are currently sold. The Company's
results of operations and financial condition can be adversely affected by
fluctuations in foreign currencies and by translations of the financial
statements of the Company's foreign subsidiaries from local currencies into
U.S. dollars.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's primary cash requirements are for working capital,
servicing its indebtedness and funding capital expenditures. The Company
expects to satisfy these requirements with cash generated from operations and
available borrowings under its credit agreement. The Company also generated
$45.0 million in cash from the sale of its Omnifax business to Xerox
Corporation effective July 30, 1999. Pursuant to the most recent amendment to
the Company's credit agreement, the Company applied 60% of the net proceeds
from the sale of Omnifax, or approximately $27.0 million, to amounts
outstanding under its credit agreement.

         Effective June 15 and July 9, 1999, the Company and its bank lenders
entered into amendments to the Company's credit agreement with a consortium of
international bank lenders (the "Credit Agreement"). The Credit Agreement has
been amended to require minimum levels of adjusted consolidated net worth,
cumulative consolidated EBITDA and a ratio of consolidated EBITDA to interest
expense, each as defined in the Credit Agreement. The amendments continue
waiver of compliance with the requirements imposed under certain other
financial covenants, which was waived by the bank lenders pursuant to waivers
granted to the Company in October 1998 and February 1999 after a prior
amendment of the covenants effective June 30, 1998. The terms of the prior
waivers and the 1998 amendment have been described in the Company's filings
with the Securities and Exchange Commission.

         Terms of the most recent amendments include an aggregate commitment by
the lenders of $995.6 million, effective July 9, 1999. The Company paid a fee
of $2.0 million related to the execution of the first amendment to the Credit
Agreement and an additional payment equal to $10.0 million is to be paid
pursuant to the second amendment on the earliest to occur of: (i) July 31,
2000, (ii) repayment of all amounts due under the Credit Agreement, or (iii)
sale of the Company's outsourcing subsidiary, Danka Services International.
Payments of approximately $2.4 million, $4.7 million and $9.3 million become
due on October 31, 1999, December 31, 1999 and March 31, 2000, respectively, if
any amounts remain outstanding under the Credit Agreement at those dates. With
respect to the period from July 1,

                                      17

<PAGE>   18

1999 through September 30, 1999, the Company will be required to pay a fee
equating to 0.25% annual interest on the average outstanding loans under the
Credit Agreement if the average outstanding loans exceed $650.0 million. During
the period from October 1, 1999 through December 31, 1999 this fee will be
increased to equate to 0.75% interest if the average outstanding loans in that
period exceed $650.0 million and 0.25% if they do not. Those rates will
increase to 1.25% and 0.50%, respectively, during the period from January 1,
2000 to March 31, 2000 and to 1.50% and 0.75%, respectively, during the period
from April 1, 2000 through July 31, 2000.

         Indebtedness under the Credit Agreement is secured by substantially
all of the Company's U.S. assets and the Credit Agreement contains negative and
affirmative covenants which place restrictions on Danka regarding the
disposition of assets, capital expenditures, additional indebtedness and
permitted liens, prohibit the payment of dividends and require the Company to
maintain certain financial ratios. The adjustable interest rate on indebtedness
under the Credit Agreement is at the option of the Company, 2.0% per annum plus
either (i) the applicable Interbank Rate plus a tiered margin based on leverage
for periods of one, two, three or six months or (ii) an alternative base rate,
consisting of the higher of the lead bank's prime rate or the Federal Funds
rate plus 0.5%. The Company is not permitted to make any acquisitions of
businesses, except with the approval of the bank lenders and the Company is
required to apply 60% of the first $200.0 million of net proceeds of any asset
dispositions prior to October 31, 1999 to repayment of amounts due under the
Credit Agreement, to so apply 80% of the next $200.0 million of such net
proceeds and to so apply 90% of any additional net proceeds to the extent any
amounts are outstanding under the Credit Agreement. The Company is required to
make such repayments with 80% of such net proceeds received after October 31,
1999 up to the excess of $400.0 million over the aggregate net proceeds
received on or before October 31, 1999 and 90% of any additional net proceeds
received after October 31, 1999. The lenders commitments under the Credit
Agreement will be reduced by the amount of all such repayments.

         While the Company is generally prohibited from incurring new
indebtedness other than under the Credit Agreement, the Company is permitted to
borrow up to $40.0 million at any one time outside of the Credit Agreement to
finance the purchase of high-volume digital copiers and to secure such loans
with liens upon the financed equipment.

         The lease pursuant to which certain real property used by the Company
is leased incorporates covenants from the Credit Agreement and contains certain
additional covenants and agreements.

         The Company intends to refinance its indebtedness under the Credit
Agreement as soon as practical and is currently in discussions with potential
sources of refinancing. The refinancing is expected to be the final step in the
restructuring process Danka started in the Autumn of 1998. However, there can
be no assurance that such refinancing will be available or be available on
terms reasonably satisfactory to the Company.

         Since last Autumn, the Company has implemented a number of
initiatives, including (i) materially reducing selling, general and
administrative expenses, (ii) more effectively managing working capital,
including materially reducing inventory, (iii) completing the sale of its
Omnifax business, (iv) restructuring the Company's long-term relationship with
Kodak, (v) negotiating to maintain sources of financing for the Company's
leasing business, and (vi) other elements of restructuring of Danka's business.

         On May 20, 1999, the Company also announced that it signed an
agreement to sell Danka Services International ("DSI") to a newly formed
company controlled by Schroder Ventures, an international private equity group.
On June 30, 1999, the agreement to sell DSI to Schroder Ventures was
terminated. The Company was informed by IBM, a customer of DSI, that there was
a distinct possibility IBM might choose to exercise its right to terminate its
agreement with DSI, and that this action could occur at any time. As a result
of this notice, and after discussions with IBM, Schroder Ventures informed the
Company that Schroder Ventures and its lenders declined to close the
transaction.

                                      18

<PAGE>   19

         Effective May 10, 1999 Kodak sold its equipment, toner and developer
manufacturing operations to a subsidiary of Heidelberger Druckmaschnen AG
("Heidelberg"), a German global market leader in printing systems. The Company
and Heidelberg are engaged in negotiations with respect to a long-term supply
agreement for the Kodak equipment, parts and supplies the Company is currently
distributing, as well as an additional agreement with respect to the new
high-volume digital machine, the DigiSource 9110. The DigiSource 9110 was
developed by Kodak and is designed and assembled through a joint venture by
Heidelberg Digital and NexPress Solutions.

         The Company's net cash flow provided by operating activities was $12.6
million and $8.3 million for the three months ended June 30, 1999 and 1998,
respectively. Operating cash flow for the three months ended June 30, 1999 was
primarily affected by an increase in net earnings as well as changes in
accounts payable and accrued expenses. Accounts payable increased primarily due
to the availability of better credit terms with the Company's vendors. The
Company's operating cash flow was also affected by reductions in accrued
expenses. Cash flow used in investing activities was $33.6 million and $64.1
million for the three months ended June 30, 1999 and 1998, respectively. The
decrease was primarily due to the Company's reduction in capital expenditures.
Net cash (used in) provided by financing activities was ($3.3) million and
$22.2 million for the three months ended June 30, 1999 and 1998, respectively.
The decline in cash provided by financing activities was primarily due to a
higher level of borrowings for the three months ended June 30, 1998.

         As of June 30, 1999, the Credit Agreement had an outstanding balance
of $508.0 million under the revolving component and $405.2 million under the
term loan, incurring interest at a weighted average rate of 7.4% and 7.2% per
annum, respectively.

         As a result of the Company's recent amendments to its Credit
Agreement, which will increase the Company's tiered margin spread and require
fee payments as discussed above, the Company's interest expense is expected to
increase.

         The Company most recently paid a dividend to shareholders on July 28,
1998. The Company is not permitted to pay dividends under the Credit Agreement
and does not anticipate that the payment of a dividend will be reinstated upon
refinancing the indebtedness outstanding thereunder.

         The Company believes cash flow from internally generated funds, the
availability under the most recent amendment to the Credit Agreement and the
proceeds from the sale of Omnifax will be sufficient to support its operations
during the next twelve months.

         The Internal Revenue Service is conducting an examination of the
Company's federal income tax returns for the fiscal years ended March 31, 1996
and 1995. The Company has received various notices of proposed adjustments; the
principal adjustment relates to the timing of certain deductions associated
with leased equipment financing. While the ultimate result can not be
determined with certainty, the Company intends to vigorously contest the
proposed adjustments and believes that the ultimate resolution will not have a
material adverse impact upon the Company's consolidated results of operations,
liquidity or financial position.

YEAR 2000

         Many computer systems, including several used by the Company, could
experience problems processing information beyond the Year 1999. As a result,
certain computer systems, including the hardware, software and embedded
technologies, need to be modified prior to the Year 2000, in order to remain
functional. The Company has a Year 2000 Worldwide Program office that has
developed an overall Year 2000 plan to address the possible impact of Year 2000
on the processing of date sensitive

                                      19

<PAGE>   20

information by computer systems. The Company's Year 2000 Worldwide Program
office is comprised of senior executives, legal counsel, outside advisers, and
program managers. The progress of the overall Year 2000 program plan is being
monitored and reported to a Worldwide Steering Committee, an Executive
Committee and to the Board of Directors on a regular basis.

         The Company's Year 2000 plan is addressing its most critical internal
systems first and has categorized as "priority" those systems whose failure
would cause an extended shutdown of all or part of a business unit, could cause
personal injury, or would have a sustained and significant financial impact.
These activities encompass identification and assessment of operational
systems, including without limitation, business applications, infrastructure
hardware and software applications. To prepare for the Year 2000, where
appropriate, the Company is performing testing, remediation, and validation of
operational systems, and is also testing customer and supplier interfaces with
its internal systems as appropriate. At this time, the Company believes its
Year 2000 criteria and guidelines outline the processes to ensure comprehensive
assessment, remediation, contingency planning and quality control. The Company
will also perform comprehensive integration testing and validation of its major
operational systems during the last phases of the Year 2000 program.

         The Company's Year 2000 program plans for its North American, Latin
American and worldwide outsourcing operations contain program administration
and a six-phased remediation approach for the Company's Applications and
Infrastructure areas. The Company is approximately 55% and 65% complete with
the Applications and Infrastructure areas, respectively. The six phases are: 1)
Inventory - prioritized comprehensive lists of hardware, software, business
processes and embedded technologies with assigned compliance status; 2)
Assessment and Analysis - remediation solutions and options are researched,
selected and detailed plans with target completion dates are developed by
Information Systems ("IS") in conjunction with the affected business units; 3)
Remediation Development - includes hardware and software upgrades, vendor and
supplier certification and other related changes; 4) Test and Validate -
testing, conversion and integration of business applications and systems,
including compliance demonstration and user acceptance performed by the
affected business units; 5) Deployment - implementation of solutions into the
operating environment; and 6) Contingency Planning and Post-Year 2000 Support -
the further development and analysis of alternative actions that were initiated
in phase one to limit any adverse impact on the Company's operations. The
Company's Year 2000 worldwide program office meets regularly to review plan
progress, issues and issues resolution. The Company anticipates completion of
phases one through five by October 1, 1999 and the completion of phase six
contingency plans no later than November 30, 1999. In instances where
completion within estimated time frames is not assured, appropriate contingency
plans are being developed or are in place.

         The Company's International operations Year 2000 program plan contains
program administration and a five-phased remediation approach for 19 countries.
The five phases are: 1) Inventory - prioritized comprehensive lists of
hardware, software, business processes and embedded technologies with assigned
compliance status, 2) Assessment and Analysis - remediation solutions and
options are researched, selected and detailed plans with target completion
dates are developed, 3) Correction includes hardware and software upgrades,
vendor and supplier certification and other related changes, 4) Test and
Validate - testing, conversion and integration of business applications and
systems, including compliance demonstration, user acceptance, and
implementation; and 5) Contingency Planning and Post-Year 2000 Support - the
further development and analysis of alternative actions to limit any adverse
impact on the Company's operations. The Company's International operations
anticipates completion of phases one through four by October 1, 1999 and the
completion of phase five contingency plans no later than November 30, 1999. In
instances where completion within estimated time frames is not assured,
appropriate contingency plans are being developed or are in place.

         The Company believes it is on schedule with the target dates and
continues to finalize assessment and select remediation options. The
remediation options are being developed and validated and, upon approval, are
being placed into the production operating environment.

                                      20

<PAGE>   21

         In December 1998, the Company completed the implementation of a new
corporate wide IT infrastructure thereby enabling it to operate independently
from Kodak's computer systems. In May 1999, the Company completed the Latin
American applications separation, thereby enabling it to operate independently
from Kodak's computer systems. The Company believes Canadian application
conversions will be complete by September 30, 1999, and the Company has
contingency plans in place to address any variations from the applications'
conversions schedule.

         The Company's Year 2000 plans also include working with its suppliers,
vendors and customers to identify and assess any Year 2000 issues associated
with products, services or facilities (including non-IT/embedded systems). The
Company is currently evaluating its supplier relationships and vendor
manufacturing relationships to assess the potential impact on operations if
third parties are not successful in having their systems Year 2000 compliant in
a timely manner. Highest priority is being placed on working with critical
suppliers, defined by the Company as those suppliers whose failure would have
the greatest impact on business operations within a short period of time. The
Company has made inquiries of its major suppliers and has received satisfactory
responses from all of its critical suppliers. The Company continues to contact
secondary suppliers. A worst-case scenario involving a critical supplier of
products or services would be the complete shutdown of the supplier and the
supplier's resulting inability to provide products or services to the Company
in a timely fashion. The Company does not maintain the ability to produce or
manufacture third-party products. If the Company believes that a supplier will
not be able to continue to provide an adequate level of service, the Company
intends to take appropriate actions to minimize the impact of the Year 2000
changeover on its operations.

         The Company is also assessing the readiness of its customers to deal
with Year 2000 issues that may affect its customers' operations and their
ability to order and pay for products. The Company is surveying its major
direct customers about their Year 2000 readiness in critical areas of their
operations. The results may identify areas that need to be addressed by the
customers. The Company's customer base is sufficiently diverse that the Company
does not expect that the Year 2000 issues of a few customers will have a
significant effect on the Company's business. The Company is also communicating
information about its own readiness and the processes used in the Company's
Year 2000 program to customers.

         The Company is also compiling information about the Year 2000
capability of products to assist customers in identifying and evaluating their
Year 2000 issues. The Company continues to obtain product "Year 2000 Readiness
Information and/or Statements" from primary suppliers and vendor manufacturers.
The Company's Year 2000 website contains links to the Year 2000 websites of the
manufacturers of the products. The manufacturers' websites generally contain
the manufacturers' analysis of the capability of their products to handle the
Year 2000. Where applicable, the Company is developing strategies to support
customer migration to a Year 2000 solution. The Company is providing customer
support and customer satisfaction services regarding Year 2000 issues, and it
is expected that these expenditures will continue through calendar 1999.

         The Company is making inquiries of its leased and owned facilities to
assess the extent to which facilities are Year 2000 capable. Follow-up
activities include additional inquiries for incomplete or non-responsive
replies. Each location relies on local private and governmental suppliers for
electricity, water, sewer and other needed services and supplies. Failure of an
electricity grid or an uneven supply of power would be a worst-case scenario
that would completely shut down the affected facilities. Electrical failure
could also shut down airports and other transportation facilities. Since many
offices engage in similar activities and tasks, certain operations can be
expanded to partially make up for capacity unavailable elsewhere during an
electrical failure. Although overall capacity would be reduced, it is not
expected that the entire business operations would shut down due to the
unavailability of one or two facilities.

                                      21

<PAGE>   22

         In January of 1999, an external consulting corporation reviewed the
Company's Year 2000 program and the Company continues to review and implement
the applicable recommendations. The Company's Year 2000 programs assume the
utilization of both internal and external resources and have been undertaken
largely with existing personnel. In some instances, consultants have been
engaged to provide specific assessment, remediation or other services.

         The Company estimates that costs related to the Year 2000 program will
approximate $14.3 million. Out of the total program costs the Company estimates
that approximately $7.1 million will be allocated to its North American and
Latin American operations, approximately $5.2 million to its International
operations, and approximately $2.0 million to its worldwide outsourcing
business (DSI). The Company estimates that external costs incurred to date are
approximately $3.2 million.

         The Company believes it is taking reasonable steps to avoid
interruption in the business, which may be caused by the Year 2000 changeover.
However, program estimates relating to both costs and completion dates are
based on current knowledge combined with numerous future assumptions that bear
associated risks caused by the Year 2000 changeover, which may potentially
position the Company at risk. The Company can not guarantee that estimates will
be achieved and actual results could differ materially from those anticipated.
The worst case risks include, but are not limited to, inability to perform
financial operations, failure of delivery from leading manufacturers or vendor
services, inability to recover from a catastrophic disaster and the possible
inability to retain appropriate qualified personnel. These events may result in
increased costs caused by the implementation of manual operations, decreased
sales related to the inability to deliver products or provide quality products
and services, or the inability to complete the program no later than the
estimated date of completion.

EURO

         On January 1, 1999, eleven of the fifteen member countries of the
European Monetary Union ("EMU") established fixed conversion rates between
their existing currencies and one common currency the Euro. The Euro trades on
currency exchanges and may be used in business transactions. Countries in which
the Company operates that are converted to the Euro include Austria, Belgium,
France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal and
Spain. The Company's operating subsidiaries affected by the Euro conversion
established plans before the conversion to address the systems and business
issues raised by the Euro currency conversion including information technology
systems, the processes of preparing accounting records, financial instruments
and the continuity of contracts. Where necessary, systems are being updated to
allow "dual currency" functionality to enable the Company to invoice and be
invoiced in either local currencies or the Euro. The conversion to the Euro is
also expected to eliminate exchange risks among the EMU countries and reduce
the need for forward contracts. Those countries that have not converted to the
Euro (e.g., the U.K.) are beginning to prepare for the conversion as well, to
enable a switch to the Euro, should the local governments of these countries
decide to convert at some later date. All contracts prior to the conversion are
still legally enforceable despite the Euro conversion. While there can be no
assurances that external factors associated with the conversion will not impact
the Company, based upon steps taken to date, the Company anticipates that the
Euro conversion will not have a material impact on its financial condition,
results of operations or its ability to continue to operate in countries
affected by the Euro.

                                      22

<PAGE>   23

SEASONALITY

         The Company has experienced some seasonality in its business. The
Company's European and Canadian operations have historically experienced lower
revenue for the three month period ended September 30 due to increased vacation
time by Europeans and Canadians during July and August. This has resulted in
reduced sales activity and reduced usage of photocopiers, facsimiles and other
office imaging equipment during such period.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

         Certain statements contained in this Form 10-Q, or otherwise made by
officers of the Company, including statements related to the Company's ability
to meet challenges it faces, the Company's future performance and the Company's
outlook for its businesses and respective markets, projections, statements of
management's plans or objectives, forecasts of market trends and other matters,
are forward-looking statements, and contain information relating to the Company
that is based on the beliefs of management as well as assumptions, made by, and
information currently available to, management. The words "goal", "anticipate",
"expect", "believe" and similar expressions as they relate to the Company or
the Company's management, are intended to identify forward-looking statements.
Such statements reflect the current views of the Company with respect to future
events and are subject to certain risks, uncertainties and assumptions that
could cause actual results to differ materially from those reflected in the
forward-looking statements. No assurance can be given that the results in any
forward-looking statement will be achieved. For the forward-looking statements,
the Company claims the protection of the safe harbor for forward-looking
statements provided for in the Private Securities Litigation Act of 1995.
Factors that might cause such differences include, but are not limited to (i)
failure to obtain one or more waivers or longer term financing beyond the July
31, 2000 waiver period to meet the Company's liquidity needs, (ii) increased
competition resulting from other high-volume and digital copier distributors
and the discounting of such copiers by competitors, (iii) any inability by the
Company to refinance its outstanding debt in a timely fashion, (iv) any
inability by the Company to procure or any inability by the Company to continue
to gain access to and successfully distribute new, products, including digital
products and high-volume copiers, or to continue to bring current products to
the marketplace at competitive costs and prices, (v) any inability by the
Company to finalize a long-term supply agreement with Heidelberg, (vi) any
inability by the Company to achieve projected cost savings, (vii) any inability
by the Company to obtain adequate funding for its leasing business, (viii) any
inability by the Company to bring SG&A expenditures of the Company's U.S.
division into line with anticipated sales, (ix) business disruption resulting
from year 2000 issues including unidentified noncompliance of technology,
delays or difficulties in implementing new IT infrastructure, delays or
difficulties in converting remaining systems and applications, and untimely
third party completion of year 2000 compliance, (x) the ultimate outcome and
impact of the pending class action lawsuit or any other lawsuit, (xi) any
negative impact from the loss of any key upper management personnel, (xii) any
negative impact on the Company's financial condition or results of operations
caused by the Euro conversion, (xiii) any significant assessment, pursuant to
the review by the Internal Revenue Service (xiv) fluctuations in foreign
currencies and (xv) other risks including those risks identified in any of the
Company's other filings with the Securities and Exchange Commission. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which reflect management's analysis only as of the date they are made. The
Company undertakes no obligation and does not intend to update these
forward-looking statements to reflect events or circumstances that arise after
the date such statements are made. Furthermore, as a matter of policy, the
Company does not generally make any specific projections as to future earnings
nor does it endorse any projections regarding future performance, which may be
made by others outside the Company.

                                      23

<PAGE>   24

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

         The Company, various directors, former officers and a former director
are defendants in a purported class action lawsuit. A consolidated class action
complaint (the "Complaint") was filed in the United States District Court for
the Middle District of Florida, Tampa Division on or about June 18, 1998. The
Complaint alleges, principally, that the Company and the other defendants
issued materially false and misleading statements related to the progress of
the Company's integration of its acquisition of Kodak's Office Imaging and
outsourcing businesses, engaged in improper accounting practices and that
certain former officers utilized insider information, in violation of Sections
10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5
promulgated thereunder. The plaintiffs seek to certify their complaints as
class actions on behalf of all purchasers of the Company's American Depositary
Receipts in the period between May 13, 1997 and December 15, 1997, and seek an
award of an unspecified amount of monetary damages, including punitive damages,
to all of the members of the purported class. The Company filed its motion to
dismiss the Complaint on or about July 29, 1998. The case is in the early
stages and while it is impossible to predict the outcome or impact of such
litigation, management believes this litigation is without merit and intends to
vigorously defend the lawsuit.

         In February 1999, the Company was served with a complaint alleging
breach of contract, breach of duty of good faith and fair dealing, conversion
and violation of the Uniform Commercial Code. More particularly, the plaintiffs
allege that in December 1997, they attempted to sell approximately one million
restricted American Depositary Shares at approximately $35.00 per share and
that the Company and its attorneys wrongfully refused and/or unreasonably
delayed in registering the transfer of the plaintiffs' restricted shares. The
complaint further states that the plaintiffs were unable to complete the sale
of shares and were later forced to sell the shares in February 1998 at
approximately $17.00 per share. The plaintiffs are attempting to recover the
difference from the Company and its attorneys. The Company recently filed its
motion to dismiss the complaint. This case is in the early stages and while the
outcome of such litigation is impossible to predict, management believes this
litigation is without merit and intends to vigorously defend the lawsuit.

         The Company is subject to other legal proceedings and claims, which
arise, in the ordinary course of its business that will not have a material
adverse effect upon the Company's financial position, results of operations or
liquidity.

ITEM 2.  CHANGES IN SECURITIES.

         Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         Not applicable.

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

         Not applicable.

                                      24

<PAGE>   25

ITEM 5.  OTHER INFORMATION.

         Not applicable.

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

         (a) Exhibits.

EXHIBIT
NUMBER               EXHIBIT
-------              -------

 2.1*                Asset Purchase Agreement between Eastman Kodak Company and
                     Danka Business Systems PLC dated as of September 6, 1996,
                     including Exhibit 5.19 (a) which is the form of Amended
                     and Restated Supply Agreement by and between Eastman Kodak
                     Company and _______________________ dated as of
                     ____________________, 1996. (Exhibit 2.1 to the Company's
                     Form 8-K dated November 14, 1996.)

 2.2*                Amendment No. 1 to Asset Purchase Agreement between
                     Eastman Kodak Company and Danka Business Systems PLC dated
                     December 20, 1996 (Excluding schedules and similar
                     attachments). (Exhibit 2.2 to the Company's Form 8-K dated
                     January 15, 1997).

 4.1*                Memorandum of Association of the Company, including
                     paragraphs 5 and 6. (Exhibit 2.1 of the Company's
                     Registration Statement on Form 20-F, No. 0-20828, filed on
                     November 10, 1992 (the "1992 Registration Statement").


 4.2*                Articles of Association of the Company, including sections
                     relating to Shares, Variation of Rights and Votes of
                     Members. (Exhibit 2.2 to the 1992 Registration Statement).

 4.3*                Deposit Agreement dated June 25, 1992, Amendment No. 1
                     dated February 26, 1993 and Amendment No. 2 dated July 2,
                     1993 (Exhibit 4.9 of the Company's Form S-1 Registration
                     Statement No. 33-68278 (the "1993 Form S-1"), and
                     Amendment No. 3 dated August 16, 1994 between The Bank of
                     New York, the Company and Owners and Holders of American
                     Depositary Receipts.

 4.4*                Indenture dated March 13, 1995 between the Company and The
                     Bank of New York as Depositary and the Company. (Exhibit 2
                     to the Company's Form 8-K dated March 21, 1995).

 4.5*                Deposit and Custody Agreement dated March 13, 1995,
                     between The Bank of New York as Depositary and the
                     Company. (Exhibit 3 to the Company's Form 8-K dated March
                     21, 1995).

 4.6*                Registration Rights Agreement dated as of March 13, 1995
                     relating to $175 million in Aggregate Principal Amount of
                     6.75% Convertible Subordinated Notes Due 2002 by and among
                     the Company and Prudential Securities Incorporated and
                     Smith Barney, Inc. and Robert W. Baird & Co. and Raymond
                     James & Associates, Inc. (Exhibit 4.12 to the Company's
                     Form 10-K dated June 16, 1995).

                                      25

<PAGE>   26

 4.8*                Credit Agreement dated December 5, 1996, by and among
                     Danka Business Systems PLC, Dankalux Sarl & Co. SCA, Danka
                     Holding Company, the several financial institutions from
                     time to time a party and NationsBank, N.A., as agent
                     (Exhibit 4 to the Company's Form 8-K December 16, 1996).

 4.9*                First Amendment to Credit Agreement dated December 5, 1997
                     among Danka Business Systems PLC, Dankalux Sarl & Co.,
                     SCA, and Danka Holding Company, NationsBank, National
                     Association, each other Bank signatory thereto and
                     NationsBank, National Association, as agent. (Exhibit 4.9
                     to the Company's Form 10-Q February 12, 1998).

 4.10*               Second Amendment to Credit Agreement dated July 28, 1998
                     among Danka Business Systems PLC, Dankalux Sarl & Co.,
                     SCA, and Danka Holding Company, NationsBank, National
                     Association, each other Bank signatory thereto and
                     NationsBank, National Association, as agent. (Exhibit 4.10
                     to the Company's Form 8-K July 28, 1998).

 4.11*               Waiver dated October 20, 1998, of certain financial
                     covenants contained in the Credit Agreement among Danka
                     Business Systems PLC, Dankalux Sarl & Co., SCA and Danka
                     Holding Company, NationsBank, N.A., each other Bank
                     signatory to the Credit Agreement and NationsBank, N.A.,
                     as agent. (Exhibit 4.11 to the Company's Form 8-K October
                     21, 1998).

 4.15*               Waiver dated February 26, 1999, of certain financial
                     covenants contained in the Credit Agreement among Danka
                     Business Systems PLC, Dankalux Sarl & Co., SCA and Danka
                     Holding Company, NationsBank, N.A., each other Bank
                     signatory to the Credit Agreement and NationsBank, N.A.,
                     as agent. (Exhibit 4.12 to the Company's Form 8-K March 5,
                     1999).

 4.16*               Fifth Amendment to Credit Agreement dated June 15, 1999
                     among Danka Business Systems PLC, Dankalux Sarl & Co.,
                     SCA, and Danka Holding Company, NationsBank, National
                     Association, each other Bank signatory thereto and
                     NationsBank, National Association, as agent. (Exhibit 4.16
                     to the Company's Form 8-K July 15, 1999).

 4.17*               Sixth Amendment to Credit Agreement dated July 9, 1999
                     among Danka Business Systems PLC, Dankalux Sarl & Co.,
                     SCA, and Danka Holding Company, NationsBank, National
                     Association, each other Bank signatory thereto and
                     NationsBank, National Association, as agent. (Exhibit 4.17
                     to the Company's Form 8-K July 15, 1999).

 10.1*               Employment Agreement dated August 28, 1998 among the
                     Company, Danka Business Systems PLC and Larry K. Switzer.
                     (Exhibit 10.1 to the Company's Form 10-Q September 30,
                     1998).

 10.2*               Employment Agreement dated August 1, 1998 among the
                     Company, Danka Business Systems PLC and Brian L. Merriman.
                     (Exhibit 10.2 to the Company's Form 10-Q September 30,
                     1998).

 10.3*               Amendments dated February 2, 1999 to the Employment
                     Agreement among the Company, Danka Business Systems PLC
                     and Larry K. Switzer (original agreement dated August 28,
                     1998). (Exhibit 10.3 to the Company's Form 10-Q December
                     31, 1998).

                                      26

<PAGE>   27

 10.4*               Amendments dated February 2, 1999 to the Employment
                     Agreement among the Company, Danka Business Systems PLC
                     and Brian L. Merriman (original agreement dated August 1,
                     1998). (Exhibit 10.4 to the Company's Form 10-Q December
                     31, 1998).

 10.5*               Employment Agreement dated August 1, 1998 among Danka
                     Office Imaging Company and F. Mark Wolfinger. (Exhibit
                     10.5 to the Company's Form 10-Q December 31, 1998).

 10.6*               Amendments dated February 2, 1999 to the Employment
                     Agreement among the Company, Danka Business Systems PLC
                     and F. Mark Wolfinger (original agreement dated August 1,
                     1998). (Exhibit 10.6 to the Company's Form 10-Q December
                     31, 1998).

 10.7                Employment Agreement dated July 27, 1998 among Danka
                     Office Imaging Company and David P. Berg.

 10.8                Amendments dated February 2, 1999 to the Employment
                     Agreement among the Company, Danka Business Systems PLC
                     and David P. Berg (original agreement dated July 27,
                     1998).

 10.9                Change of Control Agreement dated November 6, 1998 among
                     the Company, Danka Business Systems PLC and David P. Berg.

 10.10               Change of Control Agreement dated November 6, 1998 among
                     the Company, Danka Business Systems PLC and Larry K.
                     Switzer.

 10.11               Change of Control Agreement dated November 6, 1998 among
                     the Company, Danka Business Systems PLC and Brian L.
                     Merriman.

 10.12               Change of Control Agreement dated November 6, 1998 among
                     the Company, Danka Business Systems PLC and F. Mark
                     Wolfinger.

 27.1                Financial Data Schedule (for SEC purposes only)

 27.2                Restated Financial Data Schedule (June 30, 1998 Form 10-Q)
                     (for SEC purposes only)

 27.3                Restated Financial Data Schedule (September 30, 1998 Form
                     10-Q) (for SEC purposes only)

 27.4                Restated Financial Data Schedule (December 31, 1998 Form
                     10-Q) (for SEC purposes only)

 27.5                Restated Financial Data Schedule (March 31, 1999 Form
                     10-K) (for SEC purposes only)

 *                   Document has heretofore been filed with the Commission and
                     is incorporated by reference and made a part hereof.

                                      27

<PAGE>   28

         (b) Reports on Form 8-K:

         The Company filed a report on Form 8-K, the earliest event occurring
on May 19, 1999, announcing the signing of the agreement to sell Danka Services
International to Schroder Ventures.

         The Company filed a report on Form 8-K, the earliest event occurring
on June 17, 1999, announcing the signing of the agreement to sell Omnifax to
Xerox Corporation.

         The Company filed a report on Form 8-K, the earliest event occurring
on June 15, 1999, announcing its fifth and sixth amendments to its Credit
Agreement.

                                      28

<PAGE>   29

                                   SIGNATURE

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

                                         DANKA BUSINESS SYSTEMS PLC
                                         --------------------------
                                                 (Registrant)

Date: August 12, 1999                    /s/ F. Mark Wolfinger
      ---------------                    --------------------------------------
                                         F. Mark Wolfinger, Executive Vice
                                         President and Chief Financial Officer
                                         (Chief Financial Officer and Principal
                                                 Accounting Officer)

                                      29