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

                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                For the quarterly period ended December 31, 1998

                                       OR

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

          For the transition period from _____________ to _____________

                         Commission File Number: 1-8456


                             THE CERPLEX GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter.)


           Delaware                                             75-1539534
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization.)                              Identification No.)


                   1382 BELL AVENUE, TUSTIN, CALIFORNIA 92780
--------------------------------------------------------------------------------
               (Address of principal executive office.) (Zip Code)


                                 (714) 258-5300
--------------------------------------------------------------------------------
               Registrant's telephone number, including area code.

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

                                 Yes [X] No [ ]

Indicated below is the number of shares outstanding of each class of the
registrant's Common Stock, as of January 28, 1999:

TITLE OF EACH CLASS OF COMMON STOCK                        NUMBER OUTSTANDING
-----------------------------------                        ------------------
  Common Stock, $0.03 par value                             7,367,518 shares



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



<PAGE>   2

                            THE CERPLEX GROUP, INC.

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                PAGE
<S>      <C>                                                                    <C>
PART I.  FINANCIAL INFORMATION                                                  

Item 1.     Financial Statements                                                

            Consolidated Balance Sheets as of  December 31, 1998                
            and September 30, 1998                                                4

            Consolidated Statements of Operations for the Three Months          
            Ended  December 31, 1998 and December  26, 1997                       5

            Consolidated Statements of Cash Flows for the Three Months Ended    
            December 31, 1998 and December 26, 1997                               6

            Notes to Unaudited Consolidated Financial Statements                  7

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


PART II.  OTHER INFORMATION                                                      18

Signatures                                                                       21

Index to Exhibits                                                                22

</TABLE>



                                       2
<PAGE>   3


                            THE CERPLEX GROUP, INC.



                                     PART I

                             FINANCIAL INFORMATION




                                       3
<PAGE>   4

                            THE CERPLEX GROUP, INC.

                          CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                            (Unaudited)
                                                                            DECEMBER 31,       SEPTEMBER 30,
                                                                               1998                1998
                                                                            -----------        -------------
<S>                                                                         <C>                 <C>      

                                                     ASSETS

      Current assets:
          Cash and cash equivalents                                          $   6,495           $  14,196
          Accounts Receivable, less allowance for doubtful accounts
            of $1,941 ($2,511 in Sep., 1998)                                    14,703              12,416
          Inventories                                                            6,962               6,626
          Other current assets                                                   3,296               4,628
                                                                             ---------           ---------
      Total current assets                                                      31,456              37,866

      Goodwill                                                                  35,156              37,202
      Property, plant and equipment, net                                        24,225              25,021
      Intangible and other assets                                                  396                 452
                                                                             ---------           ---------
                                                                             $  91,233           $ 100,541
                                                                             =========           =========


                                     LIABILITIES AND STOCKHOLDERS' DEFICIT


      Current liabilities:
          Current portion of long-term debt                                  $  55,467           $  53,886
          Accounts payable                                                       9,381               9,903
          Accrued expenses                                                      12,248              14,165
          Accrued interest expense                                                 766               1,424
          Current portion of reserve for discontinued operations                    48                 154
          Income taxes payable                                                   1,248               1,271
          Other current liabilities                                             11,089              12,478
                                                                             ---------           ---------
      Total current liabilities                                                 90,247              93,281

      Long-term debt                                                            26,775              25,782
      Reserve for discontinued operations                                        1,822               1,822
      Other long-term liabilities                                                4,714               4,714

      Commitments and contingencies

      Redeemable convertible preferred stock, 216 shares issued
          (260 shares at Sep., 1998)                                            29,690              34,150

      Stockholders' deficit:
          Preferred stock, 1,000 shares authorized, none issued                     --                  --
          Common stock 75,000 shares authorized, 7,851 shares issued
            (7,601 issued at Sep., 1998)                                         2,269               2,262
          Additional paid-in capital                                           121,272             116,400
          Treasury  stock, at cost, 483 shares                                 (16,675)            (16,675)
          Accumulated deficit                                                 (168,921)           (161,232)
          Cumulative translation adjustment                                         40                  37
                                                                             ---------           ---------
      Total stockholders' deficit                                              (62,015)            (59,208)
                                                                             ---------           ---------

                                                                             $  91,233           $ 100,541
                                                                             =========           =========
</TABLE>


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



                                       4
<PAGE>   5

                             THE CERPLEX GROUP, INC

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED
                                              -------------------------------
                                              DECEMBER 31,       DECEMBER 26,
                                                 1998               1997
                                              ------------       ------------
<S>                                           <C>                <C>     
Net revenues                                   $ 29,489           $  8,324
Cost of sales                                    27,816              7,049
                                               --------           --------
        Gross profit                              1,673              1,275

Selling, general and administrative
  expenses                                        5,288              5,122
Amortization of intangible assets                 2,150                 25
                                               --------           --------
        Operating loss                           (5,765)            (3,872)

Interest expense                                 (2,119)            (1,036)
Other income (expense), net                         480                (94)
                                               --------           --------
    Loss before provision for
       income taxes                              (7,404)            (5,002)
Provision for income taxes                         (134)                --
                                               --------           --------

               Net loss                        $ (7,270)          $ (5,002)
                                               ========           ========

Dividends on redeemable preferred stock            (419)              (812)
                                               --------           --------
     Net loss available for
      common stockholders                      $ (7,689)          $ (5,814)
                                               ========           ========

Basic and dilutive loss per common share       $  (1.06)          $  (8.50)
                                               ========           ========

Weighted average number of common 
  shares outstanding                              7,232                685
                                               ========           ========
</TABLE>

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


                                       5
<PAGE>   6

                            THE CERPLEX GROUP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                            THREE MONTHS ENDED
                                                                     -------------------------------------
                                                                     DECEMBER 31, 1998    DECEMBER 26,1997
                                                                     -----------------    ----------------
<S>                                                                  <C>                  <C>      

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                 $ (7,270)          $ (5,002)
   Adjustments to reconcile net loss to net cash flows
     from continuing operations:
        Depreciation and amortization                                       3,125                374
        Non-cash interest expense                                             371                397
        Loss on disposition of assets                                          --                 72
        Foreign Currency Translation                                            3                 --
        Changes in assets and liabilities:
           Current assets                                                  (1,291)             1,527
           Current liabilities                                             (3,894)            (2,302)
                                                                         --------           --------
    Net cash flows from continuing operations                              (8,956)            (4,934)
    Net cash flows from discontinued operations                              (106)               (72)
                                                                         --------           --------
Net cash flows from operating activities                                   (9,062)            (5,006)
                                                                         --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES:

    Acquisition of property, plant and equipment                             (227)               (87)
    Proceeds from sale of assets                                               --                330
                                                                         --------           --------
    Net cash flows from investing activities                                 (227)               243
                                                                         --------     

CASH FLOWS FROM FINANCING ACTIVITIES:
    Payments on debt                                                           --               (289)
    Sale of redeemable convertible preferred shares                            --              4,500
    Proceeds from promissory note                                           2,500                 --
    Advances under demand notes                                                --              2,800
    Other                                                                       7                 --
    Changes in borrowings under line of credit                               (919)                --
                                                                         --------           --------
Net cash flows from financing activities                                    1,588              7,011
                                                                         --------           --------
Net change in cash and cash equivalents                                    (7,701)             2,248
Cash and cash equivalents at beginning of period                           14,196                323
                                                                         --------           --------
Cash and cash equivalents at end of period                               $  6,495           $  2,571
                                                                         ========           ========
</TABLE>



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


                                       6
<PAGE>   7

                             THE CERPLEX GROUP, INC.
                                AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE A. CURRENT FINANCIAL CONDITION

During the quarter ended December 31, 1998 and the year ended September 30,
1998, the Company experienced recurring operating losses. As a result of these
losses, at December 31, 1998 the Company had a deficit of $62,015 in
stockholders' equity and negative working capital of $58,791. In addition, since
a recapitalization of the Company in March 1996, the Company has relied upon the
financial support of its largest stockholder for additional capital and to
maintain its existing credit facilities. At December 31, 1998, the Company has
approximately $44,620 in principal amount outstanding under its term debt and
line of credit which matures on April 30,1999. The Company is currently in
discussions with its lender to extend the repayment date. Furthermore, as of
December 31, 1998, the Company had $7.5 million and $3.1 million outstanding
related to its promissory note to its largest stockholder and a secured note
payable to one of its customers, respectively, which are also mostly due in
fiscal year ending 1999. Though the Company intends to make efforts to increase
revenues to improve operations, the Company's losses are expected to continue
for the foreseeable future and the Company will require additional funding and
financial support from its largest stockholder or another third party. There can
be no assurance that such additional funding and financial support will be
available on acceptable terms, or that such funds, if available, would enable
the Company to continue operating, or that the Company will be successful in
increasing revenues. In addition, there can be no assurance that the Company
will be successful in extending the repayment date of its term debt and line of
credit. These matters raise substantial doubt about the Company's ability to
continue as a going concern.

NOTE B. BASIS OF PRESENTATION

The accounting policies followed by the Company are set forth in Note B "Summary
of Significant Accounting Policies" of Notes to Consolidated Financial
Statements included in the 1998 Annual Report on Form 10-K for The Cerplex
Group, Inc.

In the opinion of management, the accompanying balance sheets and related
interim statements of operations and cash flows include all adjustments
(consisting only of normal recurring items) necessary for their fair
presentation. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues, and expenses. Actual results could differ from those estimates.
Interim results are not necessarily indicative of results for a full year.

Certain information in footnote disclosure normally included in financial
statements has been condensed or omitted in accordance with the rules and
regulations of the Securities and Exchange Commission. The information included
in this Form 10-Q should be read in conjunction with Management's Discussion and
Analysis and financial statements and notes thereto included in the 1998 Annual
Report on Form 10-K for the Cerplex Group, Inc..

NOTE C. EARNINGS PER SHARE OF COMMON STOCK

Basic earnings (loss) per common share is computed by dividing net income(loss)
by the weighted average number of common shares outstanding after adding to loss
from operations cumulative dividends to holders of the Company's redeemable
convertible preferred stock.

Diluted earnings per share is computed by dividing net income (loss) available
to common stockholders by the sum of the weighted average number of common
shares outstanding and dilutive stock options. For all periods presented, common
stock equivalents (stock options) were excluded from calculations as they were
considered to be anti-dilutive.

The Company's 7% Senior Cumulative Convertible Preferred Stock, 10% Series A
Senior Subordinated Notes due December 31, 2002, 2003, and 2004, 10% Series B
Senior Subordinated Debentures due December 31, 2004, were not common stock
equivalents at the time of issuance and are therefore not included in the
calculation of diluted earnings per share.


                                       7
<PAGE>   8

NOTE D. INVENTORIES

     Inventories consisted of the following:

<TABLE>
<CAPTION>
                                           DECEMBER 31,    SEPTEMBER 30,
                                              1998             1998
                                           ------------    -------------
                                                  (IN THOUSANDS)
<S>                                        <C>             <C>   
Spare and repair parts                        $6,649          $5,569
Work in process                                  146             113
Finished goods and purchased product             167             944
                                              ------          ------
        Total inventories                     $6,962          $6,626
                                              ======          ======
</TABLE>

NOTE E.  CAPITALIZATION

           On October 5, 1998, a majority of the outstanding capital stock of
the Company entitled to vote, voted at a Special Meeting of Stockholders to
effect a one-for-ten reverse stock split (the "One-for-Ten Reverse Split"), in
which each ten shares of the Company's Common Stock were converted into one
share of the Company's Common Stock. Stockholders who would have received
fractional shares of Common Stock as a result of the One-for-Ten Reverse Split,
were paid, in lieu of receiving fractional shares, cash in an amount equal to
$0.104 per share. Unless otherwise stated, figures as to the number of shares
outstanding, earnings per share, exercise price to convert the 7% Convertible
Preferred Stock and other per share figures included herein, reflect the
One-for-Ten Reverse Split. Immediately following the One-for-Ten Reverse Split,
the outstanding capital stock of the Company consisted of 215,500 shares of 7%
Convertible Preferred Stock, 44,000 shares of Series A Convertible Preferred
Stock and 7,118,285 shares of Common Stock. Subsequent to the One-for-Ten
Reverse Split, on November 19, 1998, 249,233 shares of the Company's Common
Stock were issued as a result of the conversion of 44,000 shares of Preferred
Stock of the Company that had been issued to WCAS and other stockholders prior
to the Merger. A majority of such Preferred Stock was held by WCAS. As a
majority holder of such Preferred Stock, WCAS elected to cause all of the shares
of such Preferred Stock to be converted to the Common Stock of the Company. As
of December 31, 1998, there were 7,367,518 shares of the Company's Common Stock
outstanding.

NOTE  F. DEBT

           On December 9, 1998 the Company borrowed $2.5 million from WCAS,
under a 10% unsecured promissory note due December 9, 1999. Subsequent to
December 31, 1998, the Company borrowed $2.0 million from WCAS under the terms
of a 10% unsecured promissory note which matures January 26, 2000.

            During the quarter the Company and WCAS agreed to modify the terms
of the Series A 10% Senior subordinated debentures to increase the principal
amount by the amount of accrued but unpaid interest as of December 31, 1998. 
Accordingly, the total principal outstanding is $15,599 at December 31, 1998. 
All other terms remain the same.


                                       8
<PAGE>   9

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

OVERVIEW

The Company provides repair and logistics services, and spare parts sourcing and
service management for manufacturers of computer, communications and electronic
office equipment. In the computer marketplace, the Company primarily services
display terminals, printed circuit boards, laptops, networking equipment and
workstations. In the telecommunications marketplace, the Company primarily
services switching systems, payphones, video conferencing products,
multiplexers, mobile communications, transmission equipment, hubs and modems. In
the office automation marketplace, the Company services printers, scanners, fax
machines and high value products such as copiers, automatic teller machines
(ATMs) and other paper-handling equipment. The Company operates through its two
principal subsidiaries, Cerplex, Inc. and Aurora Electronics Group, Inc., and
their subsidiaries. Based in Tustin, California, the Company has locations
across the United States, in France and in the United Kingdom

     The Company entered the computer and electronics industry in 1992, and has
expanded its operations through the acquisition of companies that supply,
refurbish and recycle electronic parts and equipment. The Company's most recent
acquisition was completed on April 30, 1998, when the Company, then known as
Aurora Electronics, Inc. acquired The Cerplex Group, Inc. ("Old Cerplex").
Prior to the Merger with Old Cerplex which is discussed in more detail below,
the Company's business consisted primarily of two divisions, the Asset Recovery
Services Division (the "ARS Division") and the Parts Services Supply Division
(the "PSS Division"). The Merger was accounted for under the purchase method
of accounting and, as such, the operations of Old Cerplex are not included in
the Company's financial statements prior to April 30, 1998. The majority of
the Company's revenues subsequent to April 30, 1998 are attributable to the
repair operations of Old Cerplex acquired in the Merger. Due to this and the
fact that the Company's ARS and PSS Divisions experienced declining revenues
from fiscal 1997 to fiscal 1998, the Company's historical results, especially as
they relate to the ARS and PSS Divisions, may not be indicative of future
results.

     In the third quarter of the fiscal year ended September 30, 1995, the
Company completed a corporate reorganization, in which it: (a) exited the memory
upgrade manufacturing and supply business formerly known as the Premier
Division; and (b) substantially downsized its depot repair services operation
acquired in the FRS, Inc. acquisition, and refocused these operations to support
the Company's remaining spare parts distribution and electronic recycling
services business.
 
     In March 1996, the Company completed a recapitalization in which the
Company (a) acquired approximately 4,268,000 shares of its Common Stock, (b)
issued $40.0 million of convertible preferred stock and $10.0 million of
subordinated debt to WCAS, (c) established a $35.0 million credit facility, (d)
repaid $26.0 million of senior bank debt and (e) redeemed approximately $9.3
million of Senior Subordinated Notes.
 
     In October 1997, the Company completed the sale of the remainder of its
then-existing depot repair services operation and sold its Irvine, Scotland,
recovery processing facility. Losses from these transactions were accrued into
fiscal 1997 operating results.
 
     In April 1998, the Company completed the Merger with Old Cerplex, in which
a wholly-owned subsidiary of the Company merged into Old Cerplex and each share
of Old Cerplex's Common Stock was converted into 1.070167 shares of the
Company's Common Stock (or .1070167 shares after giving effect to the Company's
recent One-for-Ten Reverse Split). As a result of the Merger, Old Cerplex became
a wholly-owned subsidiary of the Company. The Company changed its name to The
Cerplex Group, Inc., and Old Cerplex changed its name to Cerplex, Inc. The
Company now conducts its operations through two wholly-owned subsidiaries,
Cerplex, Inc. and Aurora Electronics Group, Inc., and their subsidiaries.


                                       9
<PAGE>   10

     The primary factors affecting the Company's repair business include, but
are not limited to, the pricing of the Company's services and the utilization of
the Company's resources that constitute fixed costs. Pricing in the Company's
industry is very competitive and price discounting could adversely affect the
Company's operating results. In addition, the Company has made a significant
investment in facilities, equipment and personnel. While the Company's
facilities have the capability of generating significantly more repair services
volume than current levels, the Company has, due to a variety of factors,
experienced decreasing revenues which have resulted in significant operating
losses. In particular, BT and Rank Xerox constituted Old Cerplex's and the
Company's largest customers in the last fiscal year. Revenues from these
customers have declined from fiscal 1997 through the first quarter of fiscal
1999 on a pro forma basis. It is anticipated that revenues from Rank Xerox will
decline in the future, and there can be no assurance that revenues from BT or
other customers will not decline in the future. The failure of the Company to
develop additional business from new and existing customers could have a
material adverse effect on the Company's business.

COMPARATIVE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 1998
AND DECEMBER 26, 1997

     Net revenues for the first quarter of fiscal 1999 were $29.5 million, as
compared to $8.3 million in net revenues for the corresponding quarter in the
prior fiscal year. The Company's increase in revenues was due principally to the
acquisition of Old Cerplex offset by a substantial decline in the average
sales prices for DRAM memory chips and the subsequent closing of this segment of
the Asset Recovery Division as well as the PowerSource operation and an overall
decline in the prices and volumes of computer repair parts.

     Gross profit for the first quarter of fiscal 1999 was $1.7 million (5.7% of
net revenues), as compared to a gross profit of $1.3 million (15.3% of net
revenues) for the corresponding quarter in the prior fiscal year. The increase
in gross profit was due primarily to the acquisition of Old Cerplex offset by
the decline in revenues for computer repair parts. The decrease in margin
percentages is primarily due to the lower historical margins of the Old Cerplex
operations and the impact of declining revenues in the Southern California
operations.

     Selling, general and administrative expenses for the first quarter of
fiscal 1999 were $5.3 million (17.9% of net revenues), as compared to $5.1
million (61.5% of net revenues) for the corresponding quarter in the prior
fiscal year. The decrease as a percentage of revenues was due to the increase in
revenues noted above. Amortization expense for the first quarter of fiscal 1999
was $2.1 million compared to $25,000 for the corresponding quarter in the prior
fiscal year. The increase was due to the amortization of goodwill in connection
with the merger of Aurora and Old Cerplex.

     Net interest expense for the first quarter of fiscal 1999 was $2.1 million,
or 7.2% of revenues, as compared to $1.0 million, or 12.4% of revenues, for the
corresponding quarter in the prior fiscal year. The increase in interest expense
is due to higher loan balances on the Company's revolving credit facility.

     Net loss to common stockholders for the quarter was $7.7 million as
compared to net loss of $5.8 million for the corresponding quarter in the prior
fiscal year.


                                       10
<PAGE>   11


LIQUIDITY AND CAPITAL RESOURCES

     The Company's primary requirements for capital are directly related to its
levels of accounts receivable, inventories, additions to its property and
equipment and required debt principal payments. The Company had a working
capital deficit of $58.8 million as of December 31, 1998 as compared to a
working capital deficit of $55.4 million as of September 30, 1998. See Note A of
Unaudited Notes to Consolidated Financial Statements -- "Current Financial 
Condition."

     The Company's most immediate liquidity concern is its ability to repay its
indebtedness under the Greyrock Line of Credit, which approximated $44.6 million
in principal amount as of December 31, 1998. All amounts owing Greyrock are due
to be repaid by April 30, 1999, and the Company's cash on hand and cash flow
from operations are anticipated to be insufficient to repay the amounts due by
such date. The Company is currently in discussions with Greyrock to extend the
repayment date of the Greyrock Line of Credit, however, there is no assurance
that the extension will be obtained or, if obtained, that the extension will
give the Company sufficient time to obtain replacement financing to repay
Greyrock. If satisfactory extension and/or additional funds are not obtained,
the Company will experience severe liquidity problems. If the Greyrock Line of
Credit is not repaid, Greyrock has the ability to foreclose on the Greyrock Line
of Credit. This matter raises substantial doubt as to the Company's ability to
continue as a going concern. See Note A of Notes to Consolidated Financial
Statements -- "Current Financial Condition."

          In addition to the need for capital to repay Greyrock, the Company
will require substantial additional working capital during fiscal 1999 to fund
operations and to repay the BT promissory note and the $9.5 million loan from
WCAS of which $5 million is due in fiscal 1999. Management believes that the
Company will continue to experience operating losses and negative cash flow in
fiscal 1999. Because the Company does not have availability to borrow additional
amounts pursuant to the Greyrock Line of Credit, management anticipates that the
only potential source of additional working capital available to the Company
will be from WCAS, the Company's largest stockholder. There is no assurance,
however, that the Company will attain results that WCAS will regard as
sufficient to support the infusion of additional capital.

          In addition to the fact that the Company has limited access or no
access to additional working capital, the Company has limited ability to obtain
working capital from the operations of its Cerplex SAS subsidiary. The ability
to obtain working capital from Cerplex SAS is limited due to the internal
capital needs of Cerplex SAS and due to restrictions placed on Cerplex SAS in
connection with the Company's acquisition of Cerplex SAS from Rank Xerox in
1996. Under the terms of the acquisition, future payments are owed to Rank Xerox
and the Company therefore agreed to certain financial covenants over a four-year
period that limit the amount of dividends and other payments Cerplex SAS can
make to the Company, and impose certain other financial restrictions on the
Company and Cerplex SAS. Accordingly, of the Company's consolidated cash of $6.5
million at December 31, 1998, the cash of Cerplex SAS of $4.6 million is
generally not available to the Company for financing operations outside of
Cerplex SAS.

          The Company is highly leveraged, and has significant debt repayment
obligations and preferred stock redemption obligations. As of January 31, 1999,
the Company had approximately $84.8 million principal amount of indebtedness
outstanding, which consisted of: (i) $45.0 million indebtedness under the
Greyrock Line of Credit; (ii) $16.0 million indebtedness under the Company's
10% Senior Subordinated Notes; (iii) $10.5 million indebtedness under the
Company's 7 3/4% Convertible Subordinated Debentures; (iv) $9.5 million combined
indebtedness under three loans from WCAS; (v) $3.1 million indebtedness under a
promissory note to BT; and (vi) $0.7 million of other indebtedness consisting
primarily of equipment leases. In addition, the Company also had as of December
31, 1998, $21.55 million outstanding (par value only) of its mandatorily
redeemable 7% Convertible Preferred Stock. Set forth below is a summary of the
terms of such indebtedness, as well as redemption and other obligations of the
Company's outstanding preferred stock.

          Greyrock Line of Credit

          The Greyrock Line of Credit consists of a $36.0 million term loan, and
a revolving line of credit with available borrowings of up to $10.0 million
depending on certain financial conditions of the Company. As of January 31,
1999, the entire balance of the $36.0 million term loan was outstanding and $9.0
million of the revolving line of credit was outstanding. WCAS has guaranteed the
repayment of $25.0 million of the principal amount owing by the Company at any
time under the Greyrock Line of 


                                       11
<PAGE>   12

Credit. The amount available under the Greyrock Line of Credit is based on the
Company's eligible receivables and inventory. Currently, no additional
borrowings are available. The Greyrock Line of Credit is secured by all of the
Company's assets, including the Company's interest in its wholly-owned
subsidiary in the United Kingdom and 65% of the Company's interest in the
Company's wholly-owned subsidiary in France. The outstanding balance of the
Greyrock Line of Credit bears interest each month at the highest London
Interbank Offered Rate (LIBOR) in effect during such month, plus 4.875%per annum
on the line of credit and 4.50% per annum on the term loan, provided that the
interest rate in effect in each month shall not be less than 9% per annum, and
provided that the interest charged for each month is a minimum of $25,000,
regardless of the amount of the outstanding principal balance. This line also
prohibits the Company from paying out cash dividends.

          10% Series A and Series B Senior Subordinated Notes.

          As of January 31, 1999, there was approximately $16.0 million
principal amount outstanding of the Company's 10% Senior Subordinated Notes,
issued in two series, Series A and Series B. Almost the entire amount of the
$16.0 million principal of such notes consists of Series A notes sold to WCAS,
and the balance of the principal amount consists of Series B notes sold to
certain public stockholders. The terms of the Series A and Series B notes, as
described herein, are substantially similar. The 10% Senior Subordinated Notes
are subordinate in right of payment to all bank debt and other senior
indebtedness of Cerplex but rank senior to all outstanding subordinated
indebtedness. The 10% Senior Subordinated Notes are general, unsecured
obligations of the Company and bear interest at 10% per annum, payable
semi-annually in arrears in cash on June 30 and December 31 of each year,
beginning on June 30, 1998. During the quarter the Company and WCAS agreed to
modify the terms of the Series A 10% Senior subordinated debentures to increase
the principal amount by the amount of accrued but unpaid interest as of both
June 30, 1998 and December 31, 1998 ($244 and $743 respectively). The 10% Senior
Subordinated Notes mature in three equal annual installments commencing on
December 31, 2002. The 10% Senior Subordinated Notes may be prepaid at any time
at the option of the Company in whole or in part, upon not less than 20 or more
than 60 days' notice at the unpaid principal amount thereof plus accrued and
unpaid interest.

          7 3/4% Convertible Subordinated Debentures.

          As of January 31, 1999, there was approximately $10.5 million
principal amount outstanding of the Company's 7 3/4% Convertible Subordinated
Debentures (the "Debentures"). The Debentures mature April 15, 2001 and are
convertible into Common Stock of the Company at a conversion price, subject to
adjustment in certain instances, of approximately $116.60 per share, and are
redeemable at the option of the Company at face value plus accrued interest
thereon. The Company is required to make partial sinking fund payments of
approximately $117,000 and $2,516,000 in 1999 and 2000, respectively, on the
Debentures. The Debentures bear interest at 7 3/4% payable on April 14 and
October 14 of each year through maturity.

          10% Short Term WCAS Notes.

          As of January 31, 1999, there was $9.5 million aggregate principal
amount outstanding under three promissory notes to WCAS evidencing recent loans
by WCAS to the Company. The notes were issued on September 30, 1998, December 9,
1998, and January 26, 1999 in the respective principal amounts of $5.0 million,
$2.5 million and $2.0 million. The principal amount of each note must be repaid
in full on the one year anniversary of its issue date ($5.0 million is due
September 30, 1999, $2.5 million is due December 9, 1999 and $2.0 million is due
January 26, 1999). The notes are general, unsecured obligations of the Company
and bear interest at 10% per annum, payable in arrears in cash on March 30, 1999
with the balance at maturity.



                                       12
<PAGE>   13

    Secured Note Payable to BT. 

          As of January 31, 1999, there was $3.1 million principal amount
outstanding under a promissory note to BT (the "BT Note"). In July 1994, Old
Cerplex purchased the operating assets of BT Repair Services for cash and
assumed the BT Note in an original principal amount of pound sterling 2.5
million. The BT Note is a non-interest bearing note, secured by the land and
building purchased from BT. The BT Note is payable at the earlier of the point
when orders from the customers of the business purchased by the Company from BT
reach a cumulative 78.0 million pounds (approximately $122.0 million as of
December 31,1998) or May of 1999. As of December 31, 1998, required sales
volumes had not yet been met. Management currently estimates that sales volumes
will not be high enough to require repayment of the BT Note before the outside
maturity date in May of 1999.

    Other Debt. 

          As of January 31, 1999, there was $0.7 million principal amount of
other debt outstanding, consisting primarily of secured equipment financing and
capital lease obligations with interest rates ranging from 8.9% to pound
sterling 12.9%, due in monthly installments through 1999.

    7% Senior Cumulative Convertible Preferred Stock. 

          As of January 31, 1999, there was $21.55 million amount outstanding
(excluding accrued dividends) of the Company's 7% Convertible Preferred Stock
(215,500 shares at $100 per share). Holders of the 7% Convertible Preferred
Stock are entitled to receive dividends of $7.00 per share per annum (or 7% of
the face amount), payable when and as declared by the Company's Board of
Directors. Unpaid dividends are cumulative and accrue. Accrued but unpaid
dividends do not bear interest. The 7% Convertible Preferred Stock must be
redeemed by the Company in equal installments on each of December 31, 2006 and
2007. In addition, the 7% Convertible Preferred Stock is redeemable at the
option of the holders thereof upon a change of control of the Company, which
includes the sale of 50% or more of the voting power of all outstanding shares
of the Company to a party other than WCAS. In the event of a liquidation,
dissolution or winding up of the affairs of the Company, the holders of the 7%
Convertible Preferred Stock are entitled to receive a liquidation preference in
the amount of $100 per share of the 7% Convertible Preferred Stock, plus accrued
and unpaid dividends thereon, prior and in preference to any distribution to
holders of any class of capital stock of the Company junior to such 7%
Convertible Preferred Stock. The 7% Convertible Preferred Stock is convertible
in whole or in part at the option of the holders thereof. Each share of 7%
Convertible Preferred Stock is convertible into 40 shares of the Company's
Common Stock upon payment of the conversion price of $2.50 (subject to
anti-dilution adjustment under certain circumstances).


     YEAR 2000 COMPLIANCE

          The Company faces Year 2000 risks as the result of computer programs,
microprocessors and embedded date reliant systems using two digits rather than
four to define the applicable year. If such programs or microprocessors are not
corrected, date data concerning the Year 2000 could cause many systems to fail,
lock up or generate erroneous results. A computer system is considered to be
"Year 2000 compliant" if the system's performance and functionality are
unaffected by the processing of dates prior to, during and after the Year 2000,
but only if all products (for example hardware, software and firmware) used with
the system properly exchange accurate date data with it.


          The Company is implementing a program intended to enable the Company
to become Year 2000 compliant. The Company is using management information
systems (MIS) personnel knowledgeable regarding Year 2000 problems to determine
the extent of work necessary for the Company to become Year 2000 compliant and
attempt to remedy such problems. The Company has purchased and is in the process
of installing certain software and hardware intended to upgrade its networked
personal computer system to be Year 2000 compliant. More significantly, the
Company is in discussions with its primary software vendor to obtain the source
code for the Company's main operating systems software so that the Company can
modify the software to be Year 2000 compliant. In addition, the Company has
begun discussing Year 2000 issues with certain of its significant suppliers and
customers to evaluate their Year 2000 readiness, and to determine whether any
Year 2000 issues will impede the ability of such suppliers to continue to
provide goods and services to the Company, and the ability of such customers to
continue to provide business to the Company. The Company anticipates that its
internal systems, equipment and processes will be substantially Year 2000
compliant by July 1999, and intends to complete the analysis and remediation of
potential Year 2000 problems with its significant suppliers and customers by
July 1999. The Company estimates that the total dollar amount that the Company
will spend to remediate its Year 2000 issues will not exceed $500,000. Despite
the Company's efforts to become Year 2000 compliant, there is no assurance that
the Year 2000 issue will not pose significant problems. There may be delays in
the Company's remediation efforts, a failure to fully identify all Year 2000
problems in 

                                       13
<PAGE>   14

the systems, equipment or processes of the Company or its vendors or customers,
or unanticipated remediation expenses, all of which could have material adverse
consequences on the Company's financial position and results of operations.

     The Company believes that the most likely worst case scenario with respect
to Year 2000 problems would be that the Company or the third parties with whom
the Company does business would fail to successfully complete their Year 2000
remediation efforts, in which case the Company would encounter disruptions to
its business that could have a material adverse effect on its financial position
and results of operations. In addition to specific problems that the Company may
encounter with its own systems and those of the third parties with whom the
Company does business, the Company may be materially impacted by widespread
economic or financial market disruptions caused by Year 2000 problems. The
Company has not at this time established Year 2000 contingency plans in the
event that there is a failure of the Company's Year 2000 remediation efforts or
the Year 2000 remediation efforts of third parties with whom the Company does
business. The Company intends to consider contingency plans in the event that
its Year 2000 remediation efforts and those of such third parties appear to be
ineffective or unduly delayed.

OUTLOOK AND UNCERTAINTIES

     The following is a "safe harbor" statement under the Private Securities
Litigation Reform Act of 1995: the matters discussed in this Quarterly Report on
Form 10-Q contain statements that constitute forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.
The words "expect," "estimate," "anticipate," "predict," "believe," and similar
expressions and variations thereof are intended to identify forward-looking
statements. Such statements appear in a number of places in this Quarterly
Report on Form 10-Q and include statements regarding the intent, belief or
current expectations of the Company, its directors or its officers with respect
to, among other things: (i) trends affecting the Company's financial condition
or results of operations; (ii) the Company's financing plans; and (iii) the
Company's business growth strategies. Readers are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors. These risks and uncertainties include, but are not limited to, the
following:

     Inability to Repay Greyrock Line of Credit; Threat to Status as a Going
Concern. As of January 31, 1999, the Company has outstanding $36.0 million in
term debt and $9.0 million in revolving debt under the Greyrock Line of Credit.
No additional borrowings are available under the Greyrock Line of Credit. WCAS
has guaranteed the repayment of $25.0 million of the principal amount owing by
the Company at any time under the Greyrock Line of Credit. All amounts owing
under the Greyrock Line of credit are due to be repaid by April 30, 1999. The
Company's cash flow from operations is anticipated to be insufficient to repay
the amounts due on the Greyrock Line of Credit by April 30, 1999. If the Company
does not repay the loan, Greyrock has the ability to foreclose on the loan. The
Company is currently in discussions with Greyrock to extend the repayment date,
however, here is no assurance that the extension will be obtained, or, if
obtained, that the extension will give the Company sufficient time to obtain
replacement financing to repay Greyrock. If additional funds are not obtained,
the Company will experience severe liquidity problems. This matter raises
substantial doubt about the Company's ability to continue as a going concern.
See Note A to the Unaudited Consolidated Financial Statements -- "Current
Financial Condition."

     High Degree of Leverage; Future Capital Requirements. As of January
31,1999, the Company has approximately $84.8 million principal amount of
indebtedness outstanding, which consisted of: (i) $45.0 million indebtedness
under the Greyrock Line of Credit; (ii) $26.5 combined indebtedness under the
Company's 10% Senior Subordinated Notes and 7 3/4% Convertible Subordinated
Debentures; (iii) $9.5 million combined indebtedness under three loans from
WCAS; (iv) $3.1 million indebtedness under a promissory note to BT; and (v) $0.7
million of other indebtedness consisting primarily of equipment leases. In
addition, the Company also has as of January 31, 1999, $21.55 million
outstanding (excluding accrued dividends) of its mandatorily redeemable 7%
Convertible Preferred Stock. The payment terms of the debt and preferred stock
are described in Item 2 of this report under, "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources." It is anticipated that the Company's cash from operations
will not be sufficient to enable it to meet its debt service and preferred stock
redemption requirements, and the Company will be required to obtain additional
funds through equity or debt financings in order not to default on its debt. In
many cases, if the Company defaults on a particular debt, the default will cause
other debts of the Company 


                                       14
<PAGE>   15

to be in default and come due early. The degree to which the Company is
leveraged could adversely affect its ability to obtain additional financing and
could make it more vulnerable to economic downturns and competitive pressures.
The terms of any equity financings have in the past been, and may in the future
be, dilutive to the Company's stockholders, and the terms of any debt financings
are likely to contain restrictive covenants which limit the Company's ability to
pursue certain courses of action. There can be no assurance that additional
funding will be available on acceptable terms, if at all. If adequate funds are
not available, the Company will experience severe liquidity problems. This
matter raises substantial doubt about the Company's ability to continue as a
going concern.

     Losses and Accumulated Deficit. For the quarter ended December 31, 1998,
the Company reported a net loss of $7.3 million and an operating loss of $5.8
million. As of December 31, 1998, the Company has a stockholders' deficit of
$62.0 million. The Company is expecting to experience losses for the foreseeable
future, and will require additional funding and financial support. Continued
losses and/or the failure to obtain such additional funding and financial
support could materially and adversely affect the business and financial
condition of the Company and the value of, and the market for, the Company's
equity and debt securities.

     Integration with Old Cerplex; New Management. The Company's success will
depend, to a large extent, upon whether the Company effectively integrates its
business with the business of Old Cerplex following the Merger with Old Cerplex
in April 1998. The Company is subject to the risks normally involved in the
integration of each company's operating, administrative, finance, sales and
marketing organizations, as well as each company's communication technologies
and the coordination of sales efforts and streamlining of facilities and back
office operations. In addition, following the Merger, certain key executives
left the management team and others joined. As a result, the Company became
dependent upon a new management group, some members of which had not been
previously involved in managing the Company. While the Company's key executives
have business experience, they are still in the process of familiarizing
themselves with the specific operations of the Company. There can be no
assurance that the Company will be able to successfully integrate with Old
Cerplex in a manner that will result in the synergies intended as a result of
the Merger. These difficulties could have a material adverse impact on the
Company's financial condition and results of operations.

     Control by WCAS. WCAS owns approximately 70% of the Company's voting
capital stock, which consists of WCAS's ownership of shares of the Company's
outstanding Common Stock, and shares of the Company's 7% Convertible Preferred
Stock (which give the holders thereof the right to vote on all matters on which
the holders of Common Stock are entitled to vote, as if the 7% Convertible
Preferred Stock had been converted to Common Stock). As a result, WCAS is able
to control all matters requiring approval by the Company's stockholders,
including the election of directors. The Company's Board of Directors has the
authority to issue additional shares of preferred stock in one or more series
and fix the rights, preferences, privileges and restrictions granted to or
imposed upon any such shares of preferred stock. The issuance of such preferred
stock may adversely affect voting and dividend rights, rights upon liquidation
and other rights of holders of the Company's Common Stock and may result in
immediate and substantial dilution to the holders of the Common Stock. The
issuance of such preferred stock and the control by WCAS of the Company may also
have the effect of delaying, deferring or preventing a change in control of the
Company.

     Dependence on Key Customers. For the quarter ended December 31, 1998, Rank
Xerox and BT accounted for approximately 2% and 14% of the Company's revenues,
respectively. These revenues were almost entirely attributable to the business
of Old Cerplex. There can be no assurance that such customers will not terminate
any or all of their arrangements with the Company, significantly change, reduce
or delay the amount of services ordered from the Company, or significantly
change the terms upon which the Company and these customers do business. Any
such termination, change, reduction, or delay could have a material adverse
effect on the Company's business. It is anticipated that the Company's contract
with Rank Xerox will be phased out by June 2000. In addition, unit volumes from
BT have been declining and are expected to continue to decline due to, among
other things, product evolution. The future success of the Company's European
operations is dependent upon replacing these declining volumes with new revenue
from either these or new customers. 


                                       15
<PAGE>   16

There can be no assurance that the Company will be able to replace these
declining volumes with sales to either these or new customers.

     Competition. The Company competes with the in-house repair and service
centers of OEMs and TPMs. There is no indication that these companies will
choose to outsource their repair and service needs. In certain instances, these
companies compete directly with the Company to provide services to third party
OEMs and TPMs. Moreover, the industry in which the Company operates is
fragmented, and the Company faces competition from a variety of small
independent suppliers. Competition for business from OEM, TPM and MVSO customers
is based on a number of factors, including breadth of services provided and
price. Certain of the Company's competitors have greater revenue or larger
capitalizations than the Company. There can be no assurance that the Company
will be able to compete effectively in its target markets.

     Reliance on International Sales. For the quarter ended December 31, 1998,
approximately 52% of the Company's sales were outside of North America. There
can be no assurance that the Company will continue to be able to successfully
market, sell, and deliver its products and services in these markets. Moreover,
it is anticipated that the Company's contract with Rank Xerox, which accounted
for approximately 2% of the Company's revenues for the quarter, will be phased
out by June 2000. In addition to the uncertainty as to the Company's ability to
maintain or expand its international presence, there are certain risks inherent
in doing business on an international level, such as unexpected changes in
regulatory requirements, export restrictions, tariffs and other trade barriers,
difficulties in staffing and managing foreign operations, longer payment cycles,
problems in collecting accounts receivable, political instability, severance and
other costs associated with work force reductions, fluctuations in currency
exchange rates, and potentially adverse tax consequences, any of which could
adversely impact the success of the Company's international operations. There
can be no assurance that one or more of such factors will not have a material
adverse effect on the Company's international operations and, consequently, on
the Company's business, operating results and financial condition.

     Reliance on Short Term Purchase Orders and Contracts. The Company generally
distributes spare parts to, and receives its recyclable material from customers
pursuant to non-exclusive contracts that do not contain guaranteed or minimum
quantities and are subject to cancellation on short notice at the customer's
discretion. Similarly, the Company's repair contracts are typically subject to
termination on short notice at the customer's discretion, and purchase orders
under such contracts typically only cover services over a 90-day period.

     Dependence on the Electronics and Computer Industry. The Company's
businesses are dependent upon the growth, viability and financial stability of
its customers and potential customers in the electronics and the computer
industry. The electronics and computer industry have been characterized by rapid
technological change, compressed product life cycles and pricing and margin
pressures. The factors affecting segments of the electronics and computer
industry in general, and the Company's OEM customers in particular, could have
an adverse effect on the Company's business. There can be no assurance that
existing customers or future customers will not experience financial difficulty,
which could have a material adverse effect on the Company's business.

     Risks Associated with Intangible Assets. As of December 31, 1998,
approximately $35.6 million of the Company's total assets consisted of
intangible assets. The intangible assets consist primarily of goodwill resulting
from the Merger with Old Cerplex. The goodwill must be amortized over a number
of years and deducted from the Company's earnings, even though the goodwill may
not generate earnings to offset such deduction. There can be no assurance that
the value of the Company's intangible assets will ever be realized by the
Company, particularly in any sale or liquidation of the Company. However,
management continues to monitor goodwill in accordance with the provisions of
Statement of Financial Accounting Standard No. 121 "Accounting for the
Impairment of Long Lived Assets and Long Lived Assets to be Disposed of." Any
significant decrease in the value of such intangible assets or increase in the
rate of amortization thereof would adversely affect the Company's financial
condition and results of operations.


                                       16
<PAGE>   17

     Limited Trading Market and Possible Volatility of Stock Price. The volume
of trading of the Company's Common Stock has been very limited and there can be
no assurance of an active trading market for the Common Stock in the future. In
addition, the trading price of the Company's Common Stock has been, and in the
future could be, subject to significant fluctuations in response to variations
in quarterly operating results of the Company, the depth and liquidity of the
market for the Company's Common Stock, investor perception of the Company and
the industry within which it competes, the gain or loss of significant
contracts, changes in management or new products or services offered by the
Company or any competitors, general trends in the industry and other events or
factors. In addition, the stock market has experienced extreme price and volume
fluctuations, which have particularly affected the market price for many
companies in similar industries and which have often been unrelated to the
operating performance of these companies.
These broad market fluctuations may adversely affect the market price of the
Company's Common Stock.

     Shares Available for Future Sale. No prediction can be made as to the
effect, if any, that future sales of shares, or the availability of shares for
future sale by WCAS, will have on the market price of the Company's Common Stock
prevailing from time to time. Sales of substantial amounts of Common Stock
(including shares issued upon the exercise of stock options and the conversion
of preferred stock), or the perception that such sales could occur, may
adversely affect prevailing market prices for the Company's Common Stock.



                                       17
<PAGE>   18


                             THE CERPLEX GROUP, INC.





                                     PART II

                                OTHER INFORMATION




                                       18
<PAGE>   19

                             THE CERPLEX GROUP, INC.

ITEM 1.    LEGAL PROCEEDINGS

           Inapplicable.

ITEM 2.    CHANGES IN SECURITIES

           On November 19, 1998, the Company effected the One-for-Ten Reverse
           Split whereby every ten shares of the Company's Common Stock were
           converted into one share of the Company's Common Stock. In connection
           with such stock split, the $100 principal amount of each share of
           outstanding 7% Convertible Preferred Stock became convertible, at the
           option of the holder thereof, into 40 shares of the Company's Common 
           Stock.

           November 19, 1998 44,000 shares of Series A Convertible Preferred
           Stock were converted into 249,233 shares of Common Stock. No shares
           of Series A Convertible Preferred Stock remain outstanding.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

           Inapplicable.

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

           At a Special Meeting of Stockholders on October 5, 1998, holders of a
           majority of the capital stock of the Company entitled to vote
           approved the following matters:

           1. The amendment of the Company's Certificate of Incorporation to
           effect the One-for-Ten Reverse Split whereby every ten shares of the
           Company's Common Stock were converted into one share of the Company's
           Common Stock;

           2. The adoption of the Company's 1998 Stock Option and Restricted
           Stock Purchase Plan, which provides for the grant to employees,
           directors, and consultants of the Company of options and awards to
           purchase up to 2,835,500 shares (post-reverse split) of the Company's
           Common Stock; and

           3. The approval of KPMG LLP as the Company's independent public
           accountants and auditors.

<TABLE>
<CAPTION>
                                                         [Post Revere Split]
                                                Affirmative    Negative     Votes 
                                                   Votes         Votes    Withheld
                                                -----------    --------   --------
<S>                                             <C>            <C>        <C>     
           a. Amendment of the Certificate of  
              Incorporation to effect reverse
              stock split                       11,987,358     4,991        83

           b. Adoption of 1998 Stock Option
              and Restated Stock Purchase 
              Plan                              11,985,136     6,805       492

           c. Certification of KPMG LLP as 
              the Company's Independent 
              Accountants                       11,989,329     2,934       169
</TABLE>

ITEM 5.    OTHER INFORMATION

           Inapplicable.


                                       19

<PAGE>   20
TEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits

<TABLE>
<CAPTION>

 EXHIBIT 
 NUMBER                       DESCRIPTION OF EXHIBITS 
 -------                      ----------------------- 
<C>        <S>
  3.1.1    The Restated Certificate of Incorporation of the Company, as amended
           (incorporated by reference from Exhibit 3.1 to the Company's
           Transition Report on Form 10-K for the transition period from
           December 31, 1991 to September 30, 1992).
  3.1.2    The Certificate of Amendment to the Restated Certificate of
           Incorporation of the Company, filed on April 28, 1998 (incorporated
           by reference from Exhibit 4.1.1 of the Company's Post-Effective
           Amendment No. 2 to the Company's Registration Statement on Form S-3,
           filed on May 13, 1998 (Registration No. 333-47973)).
  3.1.3    The Certificate of Amendment to the Restated Certificate of
           Incorporation of the Company, filed on April 30, 1998 (incorporated
           by reference from Exhibit 4.1.2 of the Company's Post-Effective
           Amendment No. 2 to the Company's Registration Statement on Form S-3,
           filed on May 13, 1998 (Registration No. 333-47973)).
  3.1.4    Certificate of Amendment to Certificate of Incorporation of the
           Company filed on October 6, 1998 (incorporated by reference from
           Exhibit 3.1.4 of the Company's Annual Report on Form 10-K for the
           fiscal year ended September 30, 1998 and filed on January 12, 1999).
  3.2.1    Bylaws of the Company, as amended (incorporated by reference from
           Exhibit 4.2 of the Company's Registration Statement on Form S-8
           (Registration No. 33-79426)).
  3.2.2    Resolutions adopted by the Board of Directors on April 30, 1998,
           amending the Bylaws of the Company (incorporated by reference from
           Exhibit 4.2.1 of the Company's Post-Effective Amendment No. 2 to the
           Company's Registration Statement on Form S-3, filed on May 13, 1998
           (Registration No. 333-47973)).
  4.1      Certificate of Designations, Preferences and Rights of Convertible
           Preferred Stock filed on November 19, 1998 eliminating the Series B,
           C and D Convertible Preferred Stock (incorporated by reference from
           Exhibit 4.18 of the Company's Annual Report on Form 10-K for the
           fiscal year ended September 30, 1998 and filed on January 12, 1999).
  4.2      Certificate of Elimination of Convertible Preferred Stock filed on
           December 15, 1998 (incorporated by reference from Exhibit 4.19 of the
           Company's Annual Report on Form 10-K for the fiscal year ended
           September 30, 1998 and filed on January 12, 1999).
 10.1      10% Senior Subordinated Note for $5,000,000, due September 30, 1999,
           between the Company, Aurora Electronics Group, Inc. and Cerplex, Inc.
           as payors and Welsh, Carson, Anderson & Stowe VII, L.P. as payee
           (incorporated by reference from Exhibit 10.3 of the Company's Annual
           Report on Form 10-K for the fiscal year ended September 30, 1998 and
           filed on January 12, 1999).
 10.2      10% Senior Subordinated Note for $2,500,000, due December 9, 1999,
           between the Company, Aurora Electronics Group, Inc. and Cerplex, Inc.
           as payors and Welsh, Carson, Anderson & Stowe VII, L.P. as payee
           (incorporated by reference from Exhibit 10.4 of the Company's Annual
           Report on Form 10-K for the fiscal year ended September 30, 1998 and
           filed on January 12, 1999).
*10.3      10% Senior Subordinated Note for $2,000,000, due January 26, 2000,
           between the Company, Aurora Electronics Group, Inc. and Cerplex, Inc.
           as payors and Welsh, Carson, Anderson & Stowe VII, L.P. as payee.
*11        Computation of Per Share Earnings.
*27        Financial Data Schedule - Article 5 of Regulation S-X.
</TABLE>

---------
* Filed herewith.


           (b) Reports on Form 8-K 

               None

                                       20
<PAGE>   21

                             THE CERPLEX GROUP, INC.

                                   SIGNATURES

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

Date: February 10, 1999

                                        THE CERPLEX GROUP, INC.


                                        /s/  Steven L. Korby
                                        ----------------------------------------
                                        Steven L. Korby
                                        Executive Vice President of Finance
                                        and Chief Financial Officer
                                        (Principal Financial Officer)

                                        /s/  Anthony E. Palumbo
                                        ----------------------------------------
                                        Anthony E. Palumbo
                                        Corporate Controller
                                         (Controller)



                                       21
<PAGE>   22

                             THE CERPLEX GROUP, INC.

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

 EXHIBIT 
 NUMBER                       DESCRIPTION OF EXHIBITS 
 -------                      ----------------------- 
<C>        <S>
  3.1.1    The Restated Certificate of Incorporation of the Company, as amended
           (incorporated by reference from Exhibit 3.1 to the Company's
           Transition Report on Form 10-K for the transition period from
           December 31, 1991 to September 30, 1992).
  3.1.2    The Certificate of Amendment to the Restated Certificate of
           Incorporation of the Company, filed on April 28, 1998 (incorporated
           by reference from Exhibit 4.1.1 of the Company's Post-Effective
           Amendment No. 2 to the Company's Registration Statement on Form S-3,
           filed on May 13, 1998 (Registration No. 333-47973)).
  3.1.3    The Certificate of Amendment to the Restated Certificate of
           Incorporation of the Company, filed on April 30, 1998 (incorporated
           by reference from Exhibit 4.1.2 of the Company's Post-Effective
           Amendment No. 2 to the Company's Registration Statement on Form S-3,
           filed on May 13, 1998 (Registration No. 333-47973)).
  3.1.4    Certificate of Amendment to Certificate of Incorporation of the
           Company filed on October 6, 1998 (incorporated by reference from
           Exhibit 3.1.4 of the Company's Annual Report on Form 10-K for the
           fiscal year ended September 30, 1998 and filed on January 12, 1999).
  3.2.1    Bylaws of the Company, as amended (incorporated by reference from
           Exhibit 4.2 of the Company's Registration Statement on Form S-8
           (Registration No. 33-79426)).
  3.2.2    Resolutions adopted by the Board of Directors on April 30, 1998,
           amending the Bylaws of the Company (incorporated by reference from
           Exhibit 4.2.1 of the Company's Post-Effective Amendment No. 2 to the
           Company's Registration Statement on Form S-3, filed on May 13, 1998
           (Registration No. 333-47973)).
  4.1      Certificate of Designations, Preferences and Rights of Convertible
           Preferred Stock filed on November 19, 1998 eliminating the Series B,
           C and D Convertible Preferred Stock (incorporated by reference from
           Exhibit 4.18 of the Company's Annual Report on Form 10-K for the
           fiscal year ended September 30, 1998 and filed on January 12, 1999).
  4.2      Certificate of Elimination of Convertible Preferred Stock filed on
           December 15, 1998 (incorporated by reference from Exhibit 4.19 of the
           Company's Annual Report on Form 10-K for the fiscal year ended
           September 30, 1998 and filed on January 12, 1999).
 10.1      10% Senior Subordinated Note for $5,000,000, due September 30, 1999,
           between the Company, Aurora Electronics Group, Inc. and Cerplex, Inc.
           as payors and Welsh, Carson, Anderson & Stowe VII, L.P. as payee
           (incorporated by reference from Exhibit 10.3 of the Company's Annual
           Report on Form 10-K for the fiscal year ended September 30, 1998 and
           filed on January 12, 1999).
 10.2      10% Senior Subordinated Note for $2,500,000, due December 9, 1999,
           between the Company, Aurora Electronics Group, Inc. and Cerplex, Inc.
           as payors and Welsh, Carson, Anderson & Stowe VII, L.P. as payee
           (incorporated by reference from Exhibit 10.4 of the Company's Annual
           Report on Form 10-K for the fiscal year ended September 30, 1998 and
           filed on January 12, 1999).
*10.3      10% Senior Subordinated Note for $2,000,000, due January 26, 2000,
           between the Company, Aurora Electronics Group, Inc. and Cerplex, Inc.
           as payors and Welsh, Carson, Anderson & Stowe VII, L.P. as payee.
*11        Computation of Per Share Earnings.
*27        Financial Data Schedule - Article 5 of Regulation S-X.
</TABLE>

---------
* Filed herewith.

                                       22