<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

                                 AMENDMENT NO. 1
                                       TO

                                   (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, 2000

                                       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: 1-11091

                        SYBRON INTERNATIONAL CORPORATION
                        --------------------------------
             (Exact name of registrant as specified in its charter)

             Wisconsin                                  22-2849508
             ---------                                  ----------
   (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                   Identification No.)

411 East Wisconsin Avenue, Milwaukee, Wisconsin            53202
-----------------------------------------------            -----
     (Address of principal executive offices)            (Zip Code)

                                 (414) 274-6600
              (Registrant's telephone number, including area code)

     -----------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes [X]   No [ ]

         At August 11, 2000, there were 105,182,025 shares of the Registrant's
Common Stock, par value $0.01 per share, outstanding.




<PAGE>   2

SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
                       Index                                                                     Page
-------------------------------------------                                                      ----
<S>                                                                                              <C>
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Consolidated Balance Sheets, June 30, 2000 (unaudited)
   and September 30, 1999                                                                          2

Consolidated Statements of Income for the three and nine months
   ended June 30, 2000 (unaudited) and 1999 (unaudited)                                            3

Consolidated Statements of Shareholders' Equity for the year ended September 30,
   1999 and the nine months ended
   June 30, 2000 (unaudited)                                                                       4

Consolidated Statements of Cash Flows for the nine months ended June 30, 2000
   (unaudited) and 1999 (unaudited)                                                                5

Notes to Unaudited Consolidated Financial Statements                                               7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS                                                     13

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                38


PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                          41

SIGNATURES                                                                                        42
</TABLE>

Explanatory Note. This Form 10-Q/A - Amendment No. 1 to Form 10-Q contains the
full text of Sybron International Corporation's Form 10-Q for the quarter ended
June 30, 2000, as amended to reflect changes in Part I, Item 1 (Financial
Statements) and Part II Item 6 (Exhibits and Reports on Form 8-K). The amendment
corrects of an error understating taxes payable and overstating other
liabilities by $10,959,000.




<PAGE>   3


                         PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                           June 30,          September 30,
                                                                             2000                 1999
                                                                        -------------        -------------
<S>                                                                     <C>                  <C>
Current assets:
   Cash and cash equivalents......................................      $     17,901         $     18,491
   Accounts receivable (less allowance for doubtful
     receivables of $5,761 and $5,676, respectively)..............           236,397              231,506
   Inventories (note 2)...........................................           231,419              203,202
   Deferred income taxes..........................................            24,999               23,339
   Prepaid expenses and other current assets......................            26,452               15,419
                                                                         -----------          -----------
       Total current assets.......................................           537,168              491,957
Available for sale security.......................................            52,150               50,900
Property, plant and equipment, net of accumulated depreciation
     of $240,385 and $212,995, respectively.......................           255,657              245,247
Intangible assets.................................................         1,155,009            1,028,081
Deferred income taxes.............................................            12,602               13,623
Other assets......................................................            10,661               13,109
                                                                         -----------          -----------
       Total assets...............................................      $  2,023,247         $  1,842,917
                                                                         ===========          ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable...............................................      $     52,349         $     62,418
   Current portion of long-term debt..............................             4,118                8,962
   Income taxes payable...........................................            21,679               23,490
   Accrued payroll and employee benefits..........................            44,261               49,006
   Deferred income taxes..........................................             3,819                3,251
   Other current liabilities (note 4).............................            31,984               44,822
                                                                         -----------          -----------
       Total current liabilities..................................           158,210              191,949
Long-term debt....................................................           972,418              875,254
Securities lending agreement......................................            52,150               50,461
Deferred income taxes.............................................            98,145               84,527
Other liabilities.................................................             9,532               15,382
Commitments and contingent liabilities
Shareholders' equity:
   Preferred Stock, $.01 par value; authorized 20,000,000 shares                   -                    -
   Common Stock, $.01 par value; authorized 250,000,000 shares,
     issued 105,182,245 and 104,023,697 shares, respectively......             1,052                1,040
   Equity Rights, 50 rights at $1.09 per right....................                 -                    -
   Additional paid-in capital.....................................           271,596              251,251
   Retained earnings..............................................           507,997              403,380
   Accumulated other comprehensive income.........................           (47,853)             (30,327)
   Treasury common stock, 220 shares at cost .....................                 -                    -
                                                                         -----------          -----------
       Total shareholders' equity.................................           732,792              625,344
                                                                         -----------          -----------
       Total liabilities and shareholders' equity.................      $  2,023,247         $  1,842,917
                                                                         ===========          ===========
</TABLE>

    See accompanying notes to unaudited consolidated financial statements.

                                       2

<PAGE>   4



                SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                                                  Three Months Ended                    Nine Months Ended
                                                                        June 30,                            June 30,
                                                                 2000              1999               2000              1999
                                                                 ----              ----               ----              ----
<S>                                                          <C>               <C>                <C>               <C>
Net sales.............................................       $  317,015        $  280,051         $  941,651        $  800,398
Cost of sales:
   Cost of product sold...............................          150,809           134,476            450,058           387,322
   Depreciation of purchase accounting adjustments....              154               160                476               496
                                                             ----------        ----------         ----------        ----------
Total cost of sales...................................          150,963           134,636            450,534           387,818
                                                             ----------        ----------         ----------        ----------

Gross profit..........................................          166,052           145,415            491,117           412,580

Selling, general and administrative expenses..........           78,062            70,045            231,333           198,280
Merger, transaction and integration expense/(credit)..                -              (122)                 -             2,569
Restructuring charge reversal (note 4)................                -              (932)                 -              (932)
Depreciation and amortization of purchase
   accounting adjustments.............................           11,503             7,794             32,838            22,654
                                                             ----------        ----------         ----------        ----------

Total selling, general and administrative expenses....           89,565            76,785            264,171           222,571
                                                             ----------        ----------         ----------        ----------

Operating income......................................           76,487            68,630            226,946           190,009
Other income (expense):
   Interest expense...................................          (18,769)          (13,749)           (54,951)          (41,898)
   Amortization of deferred financing fees............             (209)              (87)              (608)             (247)
   Other, net.........................................              641                41              1,417              (592)
                                                             ----------        ----------         ----------        ----------
Income before income taxes and discontinued
   operations.........................................           58,150            54,835            172,804           147,272
Income taxes..........................................           22,932            21,491             68,187            58,098
                                                             ----------        ----------         ----------        ----------
Income from continuing operations.....................           35,218            33,344            104,617            89,174

Discontinued operations:
Income from discontinued operations (net of
   income tax expense of $80) (note 5)................                -                 -                  -               121
   Extraordinary Item:
Gain on sale of discontinued operations (less income
   tax expense/(benefit) of ($2,696) and $15,955,
   respectively) (note 5).............................                -              (838)                 -            17,958
                                                             ----------        ----------         ----------        ----------
Net income............................................       $   35,218        $   32,506         $  104,617        $  107,253
                                                             ==========        ==========         ==========        ==========

Basic earnings per common share from continuing
   operations.........................................       $      .34        $      .32         $     1.00        $      .86
Discontinued operations...............................                -                 -                  -                 -
Extraordinary item....................................                -              (.01)                 -               .18
                                                             ----------        ----------         ----------        ----------
Basic earnings per common share.......................       $      .34        $      .31         $     1.00        $     1.04
                                                             ==========        ==========         ==========        ==========


Diluted earnings per common share from continuing
   operations.........................................       $      .33        $      .31         $      .98        $      .84
Discontinued operations...............................                -                 -                  -                 -
Extraordinary item....................................                -              (.01)                 -               .17
                                                             ----------        ----------         ----------        ----------
Diluted earnings per common share.....................       $      .33        $      .30         $      .98        $     1.01
                                                             ==========        ==========         ==========        ==========
</TABLE>

    See accompanying notes to unaudited consolidated financial statements.

                                       3

<PAGE>   5

                SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                      FOR THE YEAR ENDED SEPTEMBER 30, 1999
                     AND THE NINE MONTHS ENDED JUNE 30, 2000
                                   (UNAUDITED)
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                                  ACCUMULATED
                                                                  ADDITIONAL                         OTHER             TOTAL
                                                   COMMON          PAID-IN        RETAINED       COMPREHENSIVE     SHAREHOLDERS'
                                                   STOCK           CAPITAL        EARNINGS           INCOME            EQUITY
                                                  --------       ------------     --------       -------------     -------------
<S>                                               <C>             <C>             <C>            <C>               <C>
Balance at September 30, 1998...........          $  1,029        $ 234,070       $260,833         $ (20,688)        $ 475,244
Comprehensive income:
   Net income...........................                 -                -        142,547                 -           142,547
   Translation adjustment...............                 -                -              -            (9,905)           (9,905)
   Unrealized gain on security available
     for sale...........................                 -                -              -               266               266
                                                  --------        ---------       --------         ---------         ---------
Total comprehensive income..............                 -                -        142,547            (9,639)          132,908
Shares issued in connection with the
   exercise of 1,121,421 stock options..                11           10,680              -                 -            10,691
Tax benefits related to stock options...                 -            6,501              -                 -             6,501
                                                  --------        ---------       --------         ---------         ---------
Balance at September 30, 1999...........             1,040          251,251        403,380           (30,327)          625,344
Comprehensive income:
   Net income...........................                 -                -        104,617                 -           104,617
   Translation adjustment...............                 -                -              -           (18,273)          (18,273)
   Unrealized gain on security available
     for sale...........................                 -                -              -               747               747
                                                  --------        ---------       --------         ---------         ---------
Total comprehensive income..............                 -                -        104,617           (17,526)           87,091
Shares issued in connection with the
   exercise of 1,158,548 stock options..                12           12,484              -                 -            12,496
Tax benefits related to stock options...                 -            7,861              -                 -             7,861
                                                  --------        ---------       --------         ---------         ---------
Balance at June 30, 2000................          $   1,052       $ 271,596       $507,997         $ (47,853)        $ 732,792
                                                  =========       =========       ========         =========         =========

</TABLE>

    See accompanying notes to unaudited consolidated financial statements.


                                       4
<PAGE>   6


                SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                         Nine Months Ended
                                                                                              June 30,
                                                                                      2000                 1999
                                                                                      ----                 ----
<S>                                                                              <C>                   <C>
Cash flows from operating activities:
 Net income................................................................      $   104,617           $  107,253
 Adjustments to reconcile net income to net cash provided by operating
    activities:
  Gain on sale of NPT......................................................            -                  (17,958)
  Depreciation.............................................................           28,792               26,893
  Amortization.............................................................           32,698               22,805
  Loss (gain) on sale of property plant and equipment......................             (246)                   -
  Provision for losses on doubtful accounts................................              802                  108
  Inventory provisions.....................................................            1,338                  255
  Deferred income taxes....................................................           13,547               19,897
     Changes in assets and liabilities, net of effects of businesses
     acquired:
  Decrease (increase) in accounts receivable...............................            5,189               (3,457)
  Increase in inventories..................................................          (14,196)             (15,341)
  Decrease (increase) in prepaid expenses and other current assets.........          (10,674)               1,908
  Decrease in accounts payable.............................................          (12,693)              (3,395)
  Decrease in income taxes payable.........................................           (1,707)             (18,969)
  Increase (decrease) in accrued payroll and employee benefits.............          (12,103)                 537
  Decrease in other current liabilities...................................           (13,266)             (15,793)
  Net change in other assets and liabilities...............................          (14,771)              (7,201)
                                                                                 -----------           ----------
     Net cash provided by operating activities.............................          107,327               97,542

Cash flows from investing activities:
  Capital expenditures.....................................................          (33,482)             (23,576)
  Proceeds from sales of property, plant and equipment.....................              967                  918
  Proceeds (refund) from the sale of NPT, net of sale expenses.............           (2,600)              85,877
  Payments for businesses acquired.........................................         (143,796)            (188,121)
                                                                                 -----------           ----------
     Net cash used in investing activities.................................         (178,911)            (124,902)

Cash flows from financing activities:
  Proceeds - revolving credit facility.....................................          417,600              422,900
  Principal payments - revolving credit facility...........................         (347,400)            (328,000)
  Principal payments on long-term debt.....................................           (4,891)             (87,878)
  Receipt of collateral under securities lending agreement.................            1,869                 -
  Proceeds from the exercise of common stock options.......................           12,496                7,207
  Deferred financing fees..................................................             (197)                (146)
  Other....................................................................           (3,592)               4,133
                                                                                 -----------           ----------
     Net cash provided by financing activities.............................           75,885               18,216

Effect of exchange rate changes on cash and cash equivalents...............           (4,891)                (477)
Net decrease in cash and cash equivalents..................................             (590)              (9,621)
Cash and cash equivalents at beginning of period...........................           18,491               23,891
                                                                                 -----------           ----------
Cash and cash equivalents at end of period.................................      $    17,901           $   14,270
                                                                                 ===========           ==========

</TABLE>

    See accompanying notes to unaudited consolidated financial statements.

                                       5

<PAGE>   7


                SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                          Nine Months Ended
                                                                                                June 30,
                                                                                      2000                 1999
                                                                                      ----                 ----
<S>                                                                              <C>                   <C>
Supplemental disclosures of cash flow information:
 Cash paid during the period for interest..................................      $    53,412           $   43,974
                                                                                 ===========           ==========
 Cash paid during the period for income taxes..............................      $    58,333           $   50,280
                                                                                 ===========           ==========
 Capital lease obligations incurred........................................      $        56           $      277
                                                                                 ===========           ==========

</TABLE>

    See accompanying notes to unaudited consolidated financial statements.


                                       6

<PAGE>   8


                SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.   In the opinion of management, all adjustments which are necessary for a
     fair statement of the results for the interim periods presented have been
     included. Except as described in note 5 below, all such adjustments were of
     a normal recurring nature. The results for the three and nine month periods
     ended June 30, 2000 are not necessarily indicative of the results to be
     expected for the full year.

     On April 24, 2000, Sybron International Corporation (the "Company" or
     "Sybron International") announced its intention to spin off its Dental
     Business as a separate publicly traded company. The spin-off will be
     effected by way of a pro rata dividend of the stock of SDS Holding Co. to
     the Company's shareholders (the "Distribution"). SDS Holding Co. is a newly
     organized Delaware subsidiary of the Company which will be renamed Sybron
     Dental Specialties, Inc. ("SDS") in connection with the Distribution. SDS
     will own and operate all of our dental group businesses, including those
     operated by the subsidiary currently named Sybron Dental Specialties, Inc.
     This subsidiary will be renamed Sybron Dental Management, Inc. ("SDM") in
     connection with the Distribution, and will become a wholly owned subsidiary
     of SDS. Following the Distribution, our shareholders will own shares in
     both SDS, which will then be an independent public company operating the
     Dental Business, and Sybron International, which will continue to operate
     the Company's Laboratory Business.

     The Distribution is subject to a number of conditions, including (i)
     receipt by the Company of a favorable ruling from the Internal Revenue
     Service concerning the tax-free nature of the Distribution, (ii)
     appropriate stock market conditions for the Distribution, (iii) financing
     for Sybron International and SDS as independent companies, (iv) completion
     of certain internal restructuring steps, including the transfer of SDM and
     its dental businesses to SDS, (v) receipt of approval to list SDS's common
     stock on the NYSE, (vi) approval by Sybron International's board of
     directors of the final terms of the Distribution, and (vii) effectiveness
     of a registration statement on Form 10 registering the stock of SDS under
     the Securities Exchange Act of 1934, including an information statement
     that would be sent to the Company's shareholders in connection with the
     Distribution. Upon satisfaction of the conditions, SDS will be shown as a
     discontinued operation.

     On August 8, 2000, SDS filed its Form 10 with the SEC via EDGAR, under its
     current name, "SDS Holding Co." The information in the Form 10 is
     preliminary, and is subject to amendment and completion.

2.   Inventories at June 30, 2000 and September 30, 1999 consist of the
     following: (In thousands)

<TABLE>
<CAPTION>
                                                          JUNE 30,              SEPTEMBER 30,
                                                            2000                    1999
                                                            ----                    ----
<S>                                                     <C>                     <C>
      Raw materials                                     $   97,197              $   67,541
      Work-in-process                                       40,095                  39,439
      Finished goods                                       105,068                 106,010
      Excess and obsolescence reserves                      (7,981)                 (7,091)
      LIFO reserve                                          (2,960)                 (2,697)
                                                        ----------              ----------
</TABLE>


                                       7


<PAGE>   9
<TABLE>
<S>                                                     <C>                     <C>

                                                        $  231,419              $  203,202
                                                        ==========              ==========
</TABLE>



3.   For the three and nine month periods ended June 30, 2000, the Company
     completed one and eight acquisitions, respectively. These acquisitions were
     all cash transactions, except the acquisition in the third quarter for
     which part of the purchase price was paid in cash and part was paid with
     the issuance of a note in the amount of approximately $30.7 million. The
     aggregate purchase price of the acquisitions (including the $30.7 million
     note) for the quarter and year to date periods (which are not significant,
     individually or in the aggregate), net of cash acquired, was approximately
     $35.8 million and $174.5 million, respectively. There are no future
     purchase price adjustments with respect to earnout provisions for any of
     these transactions. All of these acquisitions have been accounted for as
     purchases. The results of these acquisitions were included as of the date
     they were acquired. The total goodwill and intangibles for the three and
     nine month periods ended June 30, 2000 for acquired companies (including
     adjustments for asset valuations in previous fiscal 2000 quarters) was
     approximately $36.7 million and $146.9 million, respectively, and will be
     amortized over 15-20 years. A description of the company acquired in the
     third quarter is as follows:

     (a)  On May 9, 2000, the Company acquired Genevac Limited ("Genevac"),
          located in Ipswich, England. Genevac is a designer and manufacturer of
          specialty evaporators used in chemical, agrochemical and biotechnology
          laboratories for drug discovery and other chemistry related
          applications. Sales revenues in 1999 were approximately $11.2 million.
          Genevac will be included in the Labware and Life Sciences business
          segment.

     Subsequent to June 30, 2000, the company completed two acquisitions for
     cash. The aggregate purchase price for these two acquisitions was not
     significant, individually or aggregated with other fiscal 2000
     acquisitions. Both of these transactions, which are described below, will
     be accounted for as purchases.

     (a)  On August 3, 2000, the Company acquired Abbott Laboratories Murex
          bacteriology latex agglutination product line ("Murex"). The latex
          agglutination bacteriology products include antisera, agglutination
          reagents, latex reagents and stained suspensions, all currently
          manufactured by or for Abbott's Murex subsidiary based in Dartford,
          England. Abbott will continue to provide manufacturing, distribution
          and other customer related functions for the Company until it is ready
          to transition the products into its manufacturing and distribution
          system. Sales revenues in 1999 were approximately $24.0 million. Murex
          will be included in the Diagnostics and Microbiology business segment.

     (b)  On August 9, 2000, the Company announced that it had acquired Lab
          Vision Corporation ("Lab Vision"). Lab Vision is a world leading
          manufacturer and distributor of automated staining instruments and
          antibodies used by immunohistochemistry laboratories. Lab Vision's
          sales revenues are approximately $9.0 million. Lab Vision will be
          included in the Clinical and Industrial business segment.

                                       8

<PAGE>   10




4.   The following table updates activity to the Company's 1998 restructuring
     charges as described in note 11 to the consolidated financial statements in
     the Company's 1999 annual report on Form 10-K and included in other current
     liabilities in the Company's balance sheet.



<TABLE>
<CAPTION>

                   SEVERANCE  LEASE      SHUT-DOWN  INVENTORY  FIXED                             CONTRACTUAL
                   ---------  ------     ---------- ---------- ------                            -----------
                   (A)        PAYMENTS   COSTS (B)  WRITE-OFF  ASSETS   TAX (D)    GOODWILL (E)  OBLIGATIONS
                   ---        --------   ---------  ---------- -------  ----       ------------  -----------
                              (B)                   (C)        (C)                                   (F)       OTHER      TOTAL
                              ---                   ---        ---                                   ---       -----      -----
                                                        (IN THOUSANDS)
<S>                <C>        <C>        <C>        <C>        <C>      <C>         <C>              <C>      <C>        <C>
1998
Restructuring
charge             $  8,500   $    400   $    500   $  6,400   $ 2,300  $ 700       $  2,100         $ 1,000  $ 2,100    $24,000
1998 cash
payments              3,300        100        100        --         --     --             --             400      700      4,600
1998 non-cash
charges                  --         --         --      6,400     2,300     --          2,100              --      600     11,400
                   --------   --------   --------   --------   -------  -----       --------         -------  -------    -------
September 30,
1998 balance       $  5,200   $    300   $    400    $    --   $    --  $ 700       $     --          $  600  $   800    $ 8,000

1999 cash
payments              3,400        300        400         --        --     --             --             300      400      4,800
Adjustments (a)         900         --         --         --        --     --             --              --       --        900
                   --------   --------   --------   --------   -------  -----       --------         -------  -------    -------
September 30,
1999 balance       $    900   $     --   $     --   $     --    $   --  $ 700       $     --          $  300   $  400    $ 2,300
2000 cash
payments                400         --         --         --        --     --             --             200      200        800
                   --------   --------   --------   --------   -------  -----       --------         -------  -------    -------
June 30, 2000
balance            $    500   $     --   $     --    $    --    $   --  $ 700       $     --          $  100   $  200    $ 1,500

                   ========   ========   ========   ========   =======  =====       ========         =======  =======    =======
</TABLE>



(a)  Amount represents severance and termination costs for approximately 165
     terminated employees (primarily sales and marketing personnel). As of June
     30, 2000, 154 employees have been terminated as a result of the
     restructuring plan. Payments will continue to certain employees previously
     terminated under this restructuring plan. An adjustment of approximately
     $900 was made in the second quarter of fiscal 1999 to adjust the accrual
     primarily representing over accruals for anticipated costs associated with
     outplacement services, accrued fringe benefits, and severance associated
     with employees who were previously notified of termination and subsequently
     filled other Company positions. No additional employees will be terminated
     under this restructuring plan.

(b)  Amount represents lease payments and shutdown costs on exited facilities.

(c)  Amount represents write-offs of inventory and fixed assets associated with
     discontinued product lines.

(d)  Amount represents a statutory tax relating to assets transferred from an
     exited sales facility in Switzerland.

(e)  Amount represents goodwill associated with exited product lines at Sybron
     Laboratory Products Corporation.

(f)  Amount represents certain terminated contractual obligations primarily
     associated with SDS.


                                       9


<PAGE>   11


     The Company expects to make future cash payments of approximately $0.2
     million in the remainder of fiscal 2000 and approximately $1.3 million in
     fiscal 2001 and beyond.

5.   On March 31, 1999, the Company completed the sale of Nalge Process
     Technologies Group, Inc. ("NPT"). The results and gain on the sale of NPT
     in the fiscal 1999 period are classified as discontinued operations and an
     extraordinary item, respectively. In addition, in the first quarter of
     fiscal 2000, the Company refunded approximately $2.6 million of previously
     accrued purchase price adjustments to the purchaser. The Company does not
     anticipate any additional adjustments to the purchase price.

6.   The Company's operating subsidiaries are engaged in the manufacture and
     sale of laboratory and dental products in the United States and other
     countries. Laboratory products are categorized in the business segments of
     a) Labware and Life Sciences, b) Clinical and Industrial, c) Diagnostics
     and Microbiology and d) Laboratory Equipment. Dental products are
     categorized in the business segments of a) Professional Dental, b)
     Orthodontics and c) Infection Control Products.

     Information on these business segments is summarized on the following two
pages:


                                       10

<PAGE>   12

<TABLE>
<CAPTION>
                                     LABWARE     CLINICAL   DIAGNOSTICS                                 TOTAL
                                     AND LIFE      AND          AND         LABORATORY     ELIMIN-    LABORATORY   PROFESSIONAL
                                     SCIENCES   INDUSTRIAL  MICROBIOLOGY    EQUIPMENT      ATIONS      BUSINESS       DENTAL
                                     --------   ----------  ------------    ---------      ------      --------       ------
<S>                                  <C>        <C>         <C>             <C>            <C>        <C>          <C>
THREE MONTHS ENDED 6/30/99
Revenues:
  External customer                    70,682       45,370       42,918       24,554           --       183,524       48,311
  Intersegment                          1,443          106          201          186       (1,788)          148          279
                                       ------       ------       ------       ------       -------      -------       ------
    Total revenues                     72,125       45,476       43,119       24,740       (1,788)      183,672       48,590
                                       ======       ======       ======       ======       =======      =======       ======
Gross profit                           36,590       19,567       21,667       10,283           --        88,107       27,036
Selling, general and admin             18,031        7,749       11,100        4,980           --        41,860       14,836
Operating income                       18,559       11,818       10,567        5,303           --        46,247       12,200
THREE MONTHS ENDED 6/30/00
Revenues:
  External customer                    86,810       50,270       50,636       24,313           --       212,029       53,451
  Intersegment                            203        1,735          138          228       (2,130)          174          248
                                       ------       ------       ------       ------       -------      -------       ------
    Total revenues                     87,013       52,005       50,774       24,541       (2,130)      212,203       53,699
                                       ======       ======       ======       ======       =======      =======       ======
Gross profit                           45,919       22,124       27,200       10,166           --       105,409       30,335
Selling, general and admin             25,096        8,800       13,736        4,806           --        52,438       15,821
Operating income                       20,823       13,324       13,464        5,360           --        52,971       14,514


</TABLE>


<TABLE>
<CAPTION>
                                                   INFECTION                   TOTAL
                                                   CONTROL       ELIMIN-      DENTAL
                                    ORTHODONTICS   PRODUCTS      ATIONS      BUSINESS      OTHER (a)        TOTAL
                                    ------------   --------      ------      --------      ---------        -----
<S>                                 <C>            <C>           <C>         <C>           <C>             <C>
THREE MONTHS ENDED 6/30/99
Revenues:
  External customer                    42,059        6,157           --        96,527           --         280,051
  Intersegment                          1,140           --       (1,419)           --          (148)            --
                                       ------        -----       -------       ------        -------       -------
    Total revenues                     43,199        6,157       (1,419)       96,527          (148)       280,051
                                       ======        =====       =======      =======        =======       =======
Gross profit                           26,934        3,338           --        57,308            --        145,415
Selling, general and admin             13,908        2,576           --        31,320         3,605         76,785
Operating income                       13,026          762           --        25,988        (3,605)        68,630
THREE MONTHS ENDED 6/30/00
Revenues:
  External customer                    44,270        7,265           --       104,986            --        317,015
  Intersegment                          1,719           24       (1,991)           --          (174)            --
                                       ------        -----       -------       ------        -------       -------
    Total revenues                     45,989        7,289       (1,991)      104,986          (174)       317,015
                                       ======        =====       =======      =======        =======       =======
Gross profit                           26,636        3,672           --        60,643            --        166,052
Selling, general and admin             16,033        2,966           --        34,820         2,307         89,565
Operating income                       10,603          706           --        25,823        (2,307)        76,487

</TABLE>


----------
(a)  Includes the elimination of intergroup and corporate office activity.

                                       11


<PAGE>   13

<TABLE>
<CAPTION>
                                       LABWARE     CLINICAL    DIAGNOSTICS                              TOTAL
                                       AND LIFE      AND           AND         LABORATORY   ELIMIN-   LABORATORY   PROFESSIONAL
                                       SCIENCES   INDUSTRIAL   MICROBIOLOGY    EQUIPMENT    ATIONS     BUSINESS       DENTAL
                                       --------   ----------   ------------    ---------    ------     --------       ------
<S>                                    <C>        <C>          <C>             <C>          <C>       <C>          <C>
NINE MONTHS ENDED 6/30/99
Revenues:
  External customer                     192,599     129,784       119,841        73,118          --     515,342       140,303
  Intersegment                              735       4,496           286           560      (5,648)        429           475
                                        -------     -------       -------        ------      -------    -------       -------
    Total revenues                      193,334     134,280       120,127        73,678      (5,648)    515,771       140,778
                                        =======     =======       =======        ======      =======    =======       =======
Gross profit                             98,575      54,674        61,158        30,414          --     244,821        78,456
Selling, general and admin               49,867      22,278        30,837        15,294          --     118,276        46,438
Operating income                         48,708      32,396        30,321        15,120          --     126,545        32,018
NINE MONTHS ENDED 6/30/00
Revenues:
  External customer                     252,292     156,847       154,431        71,416          --     634,986       156,273
  Intersegment                              841       5,062           331           671      (6,445)        460           687
                                        -------     -------       -------        ------      -------    -------       -------
    Total revenues                      253,133     161,909       154,762        72,087      (6,445)    635,446       156,960
                                        =======     =======       =======        ======      =======    =======       =======
Gross profit                            131,942      67,034        83,633        30,056          --     312,665        88,921
Selling, general and admin               72,074      26,995        42,598        15,168          --     156,835        44,800
Operating income                         59,868      40,039        41,035        14,888          --     155,830        44,121
Segment Assets                          583,343     286,031       462,863       127,221          --   1,459,458       198,399

</TABLE>



<TABLE>
<CAPTION>
                                                          INFECTION                  TOTAL
                                                           CONTROL      ELIMIN-      DENTAL
                                          ORTHODONTICS    PRODUCTS      ATIONS      BUSINESS    OTHER (a)       TOTAL
                                          ------------    --------      ------      --------    ---------       -----

<S>                                       <C>             <C>           <C>         <C>         <C>          <C>
NINE MONTHS ENDED 6/30/99
Revenues:
  External customer                          127,009        17,744           --      285,056           --      800,398
  Intersegment                                 3,214            --       (3,689)          --         (429)          --
                                             -------        ------       -------     -------      --------     -------
    Total revenues                           130,223        17,744       (3,689)     285,056         (429)     800,398
                                             =======        ======       =======     =======      ========     =======
Gross profit                                  79,574         9,729           --      167,759           --      412,580
Selling, general and admin                    42,538         7,308           --       96,284        8,011      222,571
Operating income                              37,036         2,421           --       71,475       (8,011)     190,009
NINE MONTHS ENDED 6/30/00
Revenues:
  External customer                          131,030        19,362           --      306,665           --      941,651
  Intersegment                                 4,391            28       (5,106)          --         (460)          --
                                             -------        ------       -------     -------      --------     -------
    Total revenues                           135,421        19,390       (5,106)     306,665         (460)     941,651
                                             =======        ======       =======     =======      ========     =======
Gross profit                                  80,236         9,295           --      178,452           --      491,117
Selling, general and admin                    46,011         7,937           --       98,748        8,588      264,171
Operating income                              34,225         1,358           --       79,704       (8,588)     226,946
Segment Assets                               190,648        57,683           --      446,730      117,059    2,023,247

</TABLE>

----------

(a)  Includes the elimination of intergroup and corporate office activity.


                                       12

<PAGE>   14


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

GENERAL

         The subsidiaries of Sybron International Corporation (the "Company" or
"Sybron International") are leading manufacturers of value-added products for
the Labware and Life Sciences, Clinical and Industrial, Diagnostics and
Microbiology, Laboratory Equipment, Professional Dental, Orthodontics and
Infection Control Products markets in the United States and abroad. Our Labware
and Life Sciences, Clinical and Industrial, Diagnostics and Microbiology and
Laboratory Equipment business segments (collectively, the "Laboratory Business")
are grouped under our subsidiary Sybron Laboratory Products Corporation, and our
Professional Dental, Orthodontics and Infection Control Products business
segments (collectively the "Dental Business") are grouped under a subsidiary
that is currently named Sybron Dental Specialties, Inc. The primary subsidiaries
in each of our business segments are as follows:

                        LABORATORY BUSINESS SUBSIDIARIES
<TABLE>
<CAPTION>
     Labware and Life Sciences                     Clinical and Industrial
     -------------------------                     -----------------------
<S>                                                <C>
     Matrix Technologies Corporation               Erie Scientific Company
     Nalge Nunc International Corporation          Chase Scientific Glass, Inc.
     National Scientific Company                   The Naugatuck Glass Company
     Nunc A/S                                      Richard-Allan Scientific Company
     Molecular BioProducts, Inc.                   Samco Scientific Corporation
     Robbins Scientific Corporation                Microm Laborgerate GmbH
                                                   Gerhard Menzel Glasbearbeitungswerk
                                                      GmbH & Co. K.G.
<CAPTION>
     Diagnostics and Microb iology                 Laboratory Equipment
     -----------------------------                 --------------------
<S>                                                <C>
     Applied Biotech, Inc.                         Barnstead Thermolyne Corporation
     Microgenics Corporation                       Lab-Line Instruments, Inc.
     Alexon-Trend, Inc.
     Remel Inc.
</TABLE>

                          DENTAL BUSINESS SUBSIDIARIES
<TABLE>
<CAPTION>
     Professional Dental                                            Orthodontics
     -------------------                                            ------------
<S>                                                                 <C>
     Kerr Corporation including its Demetron Division               Ormco Corporation, including its
     Sybron Canada Limited's Beavers Dental Division                    Analytic Endodontics Division
     Kerr Italia S.p.A.                                             Ormodent Group
     Pinnacle Products, Inc.                                        Ormco B.V.
                                                                    Allesee Orthodontic Appliances, Inc.


<CAPTION>
     Infection Control Products
     --------------------------
<S>                                                                <C>
     Metrex Research Corporation, including its Alden
         Scientific Division

</TABLE>


                                       13


<PAGE>   15

         When we use the terms "we" or "our" in this report, we are referring to
Sybron International Corporation and its subsidiaries. Our fiscal year ends on
September 30 and, accordingly, all references to quarters refer to the Company's
fiscal quarters. The quarters ended June 30, 1999 and 2000, refer to the
Company's third fiscal quarters of 1999 and 2000, respectively.

PROPOSED SPIN-OFF OF THE DENTAL BUSINESS

         On April 24, 2000, Sybron International announced its intention to spin
off its Dental Business as a separate publicly traded company. The spin-off will
be effected by way of a pro rata dividend of the stock of SDS Holding Co. to the
Company's shareholders (the "Distribution"). SDS Holding Co. is a newly
organized Delaware subsidiary of the Company which will be renamed Sybron Dental
Specialties, Inc. ("SDS") in connection with the Distribution. SDS will own and
operate all of our dental group businesses, including those operated by the
subsidiary currently named Sybron Dental Specialties, Inc. This subsidiary will
be renamed Sybron Dental Management, Inc. ("SDM") in connection with the
Distribution, and will become a wholly owned subsidiary of SDS. Following the
Distribution, our shareholders will own shares in both SDS, which will then be
an independent public company operating the Dental Business, and Sybron
International, which will continue to operate the Company's Laboratory Business.
As an independent public company, SDS's stock is expected to trade on the New
York Stock Exchange ("NYSE") under the symbol "SYD". As previously announced,
the Company intends to change its name to Apogent Technologies Inc. following
the Distribution. The name change requires shareholder approval, which the
Company will seek at its 2001 annual meeting. Once shareholders approve the name
change, the Company expects its stock to trade on the NYSE under the symbol
"AOT".

         The Distribution is subject to a number of conditions, including (i)
receipt by the Company of a favorable ruling from the Internal Revenue Service
concerning the tax-free nature of the Distribution, (ii) appropriate stock
market conditions for the Distribution, (iii) financing for Sybron International
and SDS as independent companies, (iv) completion of certain internal
restructuring steps, including the transfer of SDM and its dental businesses to
SDS, (v) receipt of approval to list SDS's common stock on the NYSE, (vi)
approval by Sybron International's board of directors of the final terms of the
Distribution, and (vii) effectiveness of a registration statement on Form 10
registering the stock of SDS under the Securities Exchange Act of 1934,
including an information statement that would be sent to the Company's
shareholders in connection with the Distribution.

         On August 8, 2000, SDS filed its Form 10 with the SEC via EDGAR, under
its current name, "SDS Holding Co." The information in the Form 10 is
preliminary, and is subject to amendment and completion.

OVERVIEW

         Over the past several years the Company has been pursuing a growth
strategy designed to increase sales and enhance operating margins. Elements of
that strategy include emphasis on acquisitions, product line extensions, new
product introductions, international growth and rationalization of existing
businesses and product lines. We rely heavily on debt to finance our growth
strategy, and our growth strategy has resulted over the years in substantial
portions of our sales, income and cash flows coming from international markets.
The environment for execution of our strategy has become significantly more


                                       14

<PAGE>   16

challenging over the past year as interest rates continue to increase and as the
U.S. dollar has strengthened against currencies in key markets for us. Increased
interest expense and the increased strength of the U.S. dollar reduced our
earnings by approximately $ 4.7 million (net of tax) for the quarter ended June
30, 2000, as compared with the same period last year. We expect a similar effect
in the fourth quarter, provided interest rates and the strength of the U.S.
dollar do not change. For further information about our interest rate risk, see
"Liquidity and Capital Resources," below, and "Item 3. Quantitative and
Qualitative Disclosures about Market Risk -Interest Rates." For further
information about our foreign exchange risk, see "International Operations,"
below, and "Item 3. Quantitative and Qualitative Disclosures about Market Risk -
Foreign Exchange."

         Our results for the three and nine months ended June 30, 1999 include a
credit of approximately $1.1 million and a charge of approximately $1.6 million
relating to adjustments to our 1998 restructuring reserve and integration costs
associated with two mergers (the "1999 Special Charges").

         Both our sales and operating income for the quarter and year to date
period ended June 30, 2000 grew over the corresponding prior year periods. Net
sales for the third quarter and the first nine months of fiscal 2000 increased
by 13.2% and 17.6%, respectively, over the corresponding fiscal 1999 periods.
Operating income for the third quarter and first nine months of fiscal 2000
increased by 11.4% and 19.4%, respectively, over the corresponding fiscal 1999
periods. Excluding the 1999 Special Charges, operating income for the third
quarter and the first nine months of fiscal 2000 increased by 13.2% and 18.4%,
respectively, over the corresponding fiscal 1999 periods.

         Sales growth in the quarter was balanced both domestically and
internationally. In the third quarter of fiscal 2000, domestic and international
sales increased by 13.4% and by 12.7%, respectively, over the corresponding
fiscal 1999 quarter. For the first nine months of fiscal 2000, domestic and
international sales increased by 18.8% and 15.4%, respectively, over the
corresponding fiscal 1999 period. In both the third quarter and first nine
months of fiscal 2000, international sales growth was negatively impacted by the
strengthening of the U.S. dollar. Without the negative currency effects,
international sales growth for the quarter and first nine months of fiscal 2000
would have been 16.1% and 19.2%, respectively, over the corresponding fiscal
1999 periods.

         Although healthy, our growth in sales and earnings were negatively
impacted in the quarter by lower than anticipated internal sales growth in our
Laboratory Business. The greatest part of the softness was caused by lower than
expected sales to a large OEM customer and by the streamlining of inventory at a
research/life science distributor. Ordering patterns of OEM customers and
distributors are unpredictable. The current conditions are expected to persist
through the fourth quarter and begin to resolve in the first quarter of next
year. This expectation is a forward looking statement, and is subject to a
number of uncertainties, including the ordering patterns of our OEM customers
and our distributors, which are beyond our control.

         While Dental Business sales and earnings have enjoyed healthy growth
this year overall, this business has been soft in Europe for the third quarter
and the nine months ended June 30, 2000. This softness can be attributed to a
number of factors, including the strong U.S. dollar, competition, and
uncertainty regarding governmental reimbursement in Germany, which primarily
affects the Orthodontics




                                       15
<PAGE>   17


business segment. These conditions are expected to continue through the fourth
quarter and possibly into the next fiscal year.

         We continue to maintain an active program of developing and marketing
new products and product line extensions, as well as pursuing growth through
acquisitions. We completed eight acquisitions in the first nine months of fiscal
2000. (See Note 3 to the Unaudited Consolidated Financial Statements.) Our
ability to continue to grow at historical rates through acquisitions is subject
to a number of uncertainties, including but not limited to the availability of
suitable acquisition candidates at reasonable prices, our ability to raise
funds, and the cost of capital for acquisitions.

NON-CASH CHARGES

         Our results of operations include goodwill amortization, other
amortization, and depreciation. These non-cash charges totaled $20.8 million and
$17.1 million for the quarters ended June 30, 2000 and 1999, respectively, and
$61.5 million and $49.7 million for the first nine months ended June 30, 2000
and 1999, respectively. Because our operating results reflect significant
depreciation and amortization expense largely associated with stepped-up assets,
goodwill and other intangibles from our acquisition program and the leveraged
buyout in 1987 of a company known at that time as Sybron Corporation (the
"Acquisition"), we believe our "Adjusted EBITDA" is a useful measure of our
ability to internally fund our liquidity requirements. "Adjusted EBITDA" (while
not a measure under generally accepted accounting principles ("GAAP"), and not a
substitute for GAAP-measured earnings or cash flows or an indication of
operating performance or a measure of liquidity) represents, for any relevant
period, net income from continuing operations plus (i) interest expense, (ii)
provision for income taxes, (iii) the 1999 Special Charges, and (iv)
depreciation and amortization, all determined on a consolidated basis and in
accordance with GAAP. Our "Adjusted EBITDA" amounted to $97.7 million and $84.6
million for the quarters ended June 30, 2000 and 1999, respectively, and $289.2
million and $240.5 million for the first nine months ended June 30, 2000 and
1999, respectively.

INTERNATIONAL OPERATIONS

         Substantial portions of our sales, income and cash flows are derived
internationally. The financial position and the results of operations from
substantially all of our international operations, other than most U.S. export
sales, are measured using the local currency of the countries in which such
operations are conducted and are then translated into U.S. dollars. While the
reported income of foreign subsidiaries will be impacted by a weakening or
strengthening of the U.S. dollar in relation to a particular local currency, the
effects of foreign currency fluctuations are partially mitigated by the fact
that manufacturing costs and other expenses of foreign subsidiaries are
generally incurred in the same currencies in which sales are generated. Such
effects of foreign currency fluctuations are also mitigated by the fact that
such subsidiaries' operations are conducted in numerous foreign countries and,
therefore, in numerous foreign currencies. In addition, our U.S. export sales
may be impacted by foreign currency fluctuations relative to the value of the
U.S. dollar as foreign customers may adjust their level of purchases upward or
downward according to the weakness or strength of their respective currencies
versus the U.S. dollar.


                                       16
<PAGE>   18


         From time to time we may employ currency hedges to mitigate the impact
of foreign currency fluctuations. If currency hedges are not employed, we may be
exposed to earnings volatility as a result of foreign currency fluctuations. In
October 1998, we decided to employ a series of foreign currency options with a
U.S. dollar notional amount of approximately $45.7 million at a cost of
approximately $0.3 million. These options were designed to protect the Company
from potential detrimental effects of currency movements associated with the
U.S. dollar versus the German mark, French franc, Swiss franc, and Japanese yen
in the second, third and fourth quarters of fiscal 1999. These options were sold
or expired worthless in their respective quarters of fiscal 1999 at a net gain
of $1.1 million. In November 1999, we again decided to employ a series of
foreign currency options with a U.S. dollar notional amount of approximately
$47.6 million at a cost of approximately $1.2 million. These options are
designed to protect the Company from potential detrimental effects of currency
movements associated with the U.S. dollar versus the Euro, Danish krone and
Japanese yen in the second, third and fourth quarters of fiscal 2000 as compared
to the second, third and fourth quarters of fiscal 1999. The options designed to
mitigate the detrimental effects on the Company from a strengthening of the U.S.
dollar in the second quarter of fiscal 2000 were sold or expired worthless
during the second quarter of fiscal 2000, at a net gain of $0.7 million. The
options designed to mitigate the detrimental effects on the Company from a
strengthening of the U.S. dollar in the third quarter of fiscal 2000 were sold
or expired worthless during the third quarter of fiscal 2000, at a net gain of
$0.9 million. The remaining contracts with a notional value of $15.9 million
remained in place at June 30, 2000.

RESULTS OF OPERATIONS

QUARTER ENDED JUNE 30, 2000
COMPARED TO THE QUARTER ENDED JUNE 30, 1999

     NET SALES.

<TABLE>
<CAPTION>
                                                     FISCAL         FISCAL        DOLLAR        PERCENT
            NET SALES: (IN THOUSANDS)                 1999           2000         CHANGE        CHANGE
            -------------------------                 ----           ----         ------        ------
<S>                                                <C>             <C>           <C>            <C>
            LABORATORY BUSINESS:
              Labware and Life Sciences            $ 70,682        $ 86,810      $ 16,128        22.8%
              Clinical and Industrial                45,370          50,270         4,900        10.8%
              Diagnostics and Microbiology           42,918          50,636         7,718        18.0%
              Laboratory Equipment                   24,554          24,313          (241)       (1.0)%
                                                   --------        --------      ---------       -----
                Subtotal Laboratory Business        183,524         212,029        28,505        15.5%
            DENTAL BUSINESS:
              Professional Dental                    48,311          53,451         5,140        10.6%
              Orthodontics                           42,059          44,270         2,211         5.3%
              Infection Control Products              6,157           7,265         1,108        18.0%
                                                   --------        --------      --------        -----
                Subtotal Dental Business             96,527         104,986         8,459         8.8%
                                                   --------        --------      --------        -----
            Total Net Sales                        $280,051        $317,015      $ 36,964        13.2%
                                                   ========        ========      ========        =====
</TABLE>



    Overall Company. Net sales for the third quarter of fiscal 2000, the period
ended June 30, 2000, increased by $37.0 million or 13.2% from the corresponding
fiscal 1999 quarter. Net sales for the Laboratory Business increased by $28.5
million in the third quarter of fiscal 2000, an increase of 15.5% from the
Laboratory Business's net sales in the corresponding fiscal 1999 quarter. Net
sales for the Dental Business increased by $8.5 million in the third quarter of
fiscal 2000, an increase of 8.8% from the Dental Business's net sales in the
corresponding fiscal 1999 quarter.



                                       17
<PAGE>   19



    Labware and Life Sciences. Increased net sales in the Labware and Life
Sciences segment resulted primarily from: (a) net sales of products of acquired
companies (approximately $15.5 million), (b) increased net sales of new products
(approximately $0.7 million) and (c) increased net sales of existing products
(approximately $0.5 million). Increased net sales were partially offset by: (a)
unfavorable foreign currency fluctuations (approximately $0.4 million) and (b)
price decreases (approximately $0.2 million). Net sales were also negatively
impacted by the previously discussed OEM and distributor softness.

    Clinical and Industrial. Increased net sales in the Clinical and Industrial
segment resulted primarily from: (a) net sales of products of acquired companies
(approximately $7.3 million) and (b) price increases (approximately $0.7
million). Increased net sales were partially offset by: (a) decreased net sales
of existing products (approximately $2.5 million) and (b) unfavorable foreign
currency fluctuations (approximately $0.6 million).

    Diagnostics and Microbiology. Increased net sales in the Diagnostics and
Microbiology segment resulted primarily from: (a) net sales of products of
acquired companies net of discontinued products (approximately $6.2 million),
(b) increased net sales of new products (approximately $1.9 million) and (c)
price increases (approximately $0.9 million). Increased net sales were partially
offset by: (a) decreased net sales of existing products (approximately $1.2
million) and (b) unfavorable foreign currency fluctuations (approximately $0.1
million). Net sales were also negatively impacted by the previously discussed
OEM and distributor softness.

    Laboratory Equipment. Decreased net sales in the Laboratory Equipment
segment resulted primarily from: (a) decreased net sales of discontinued product
lines (approximately $0.6 million) and (b) decreased net sales of existing
products (approximately $0.5 million). Decreased net sales were partially offset
by: (a) increased net sales of new products (approximately $0.5 million) and (b)
price increases (approximately $0.4 million).

    Professional Dental. Increased net sales in the Professional Dental segment
resulted primarily from: (a) increased net sales of new products (approximately
$9.4 million) and (b) net sales of products from an acquired company
(approximately ($0.9 million). Increased net sales were partially offset by: (a)
a decrease in existing product net sales (approximately $4.2 million) and (b)
unfavorable foreign currency fluctuations (approximately $1.0 million).

    Orthodontics. Increased net sales in the Orthodontics segment resulted
primarily from: (a) increased net sales of new products (approximately $3.1
million) and (b) net sales of products from an acquired company (approximately
$1.4 million). Increased net sales were partially offset by: (a) unfavorable
foreign currency fluctuations (approximately $1.2 million) and (b) decreased net
sales of existing products (approximately $1.1 million).

    Infection Control Products. Increased net sales in the Infection Control
Products segment resulted primarily from: (a) net sales of products of an
acquired company (approximately $1.0 million) and (b) increased net sales of
existing products (approximately $ 0.1 million).



                                       18
<PAGE>   20



     GROSS PROFIT.
<TABLE>
<CAPTION>
                                                FISCAL      PERCENT OF     FISCAL     PERCENT OF      DOLLAR       PERCENT
          GROSS PROFIT: (IN THOUSANDS)           1999         SALES         2000        SALES         CHANGE       CHANGE
          ----------------------------           ----         -----         ----        -----         ------       ------
<S>                                            <C>          <C>          <C>          <C>            <C>           <C>
          LABORATORY BUSINESS:
            Labware and Life Sciences          $ 36,590       51.8%      $ 45,919        52.9%       $  9,329        25.5%
            Clinical and Industrial              19,567       43.1%        22,124        44.0%          2,557        13.1%
            Diagnostics and Microbiology         21,667       50.5%        27,200        53.7%          5,533        25.5%
            Laboratory Equipment                 10,283       41.9%        10,166        41.8%          (117)        (1.1)%
                                               --------       -----      --------        -----       --------        -----
              Subtotal Laboratory Business       88,107       48.0%       105,409        49.7%         17,302        19.6%
          DENTAL BUSINESS:
            Professional Dental                  27,036       56.0%        30,335        56.8%          3,299        12.2%
            Orthodontics                         26,934       64.0%        26,636        60.2%          (298)        (1.1)%
            Infection Control Products            3,338       54.2%         3,672        50.5%            334        10.0%
                                               --------       -----      --------        -----       --------        -----
              Subtotal Dental Business           57,308       59.4%        60,643        57.8%          3,335         5.8%
                                               --------       -----      --------        -----       --------        -----
          Total Gross Profit                   $145,415       51.9%      $166,052        52.4%       $ 20,637        14.2%
                                               ========       =====      ========        =====       ========        =====

</TABLE>


    Overall Company. Gross profit for the quarter ended June 30, 2000 increased
by $20.6 million or 14.2% from the corresponding fiscal 1999 period. Gross
profit for the Laboratory Business increased by $17.3 million in the third
quarter of fiscal 2000, an increase of 19.6% from the Laboratory Business's
gross profit in the corresponding fiscal 1999 quarter. Gross profit for the
Dental Business increased by $3.3 million in the third quarter of fiscal 2000,
an increase of 5.8% from the Dental Business's gross profit in the corresponding
fiscal 1999 quarter.

    Labware and Life Sciences. Increased gross profit in the Labware and Life
Sciences segment resulted primarily from: (a) the effects of acquired companies
(approximately $8.4 million), (b) a favorable product mix (approximately $2.1
million) and (c) increased volume (approximately $1.5 million). Increased gross
profit was partially offset by: (a) increased manufacturing overhead
(approximately $1.4 million), (b) inventory valuation adjustments (approximately
$0.7 million), (c) unfavorable foreign currency fluctuations (approximately $
0.4 million) and (d) price decreases (approximately $0.2 million). Gross profit
was also negatively impacted by the previously discussed OEM and distributor
softness.

    Clinical and Industrial. Increased gross profit in the Clinical and
Industrial segment resulted primarily from: (a) the effects of acquired
companies (approximately $2.6 million), (b) price increases (approximately $0.7
million), (c) an improved product mix (approximately $ 0.3 million) and (d)
inventory valuation adjustments (approximately $0.3 million). Increased gross
profit was partially offset by: (a) decreased volume (approximately $ 0.7
million), (b) increased manufacturing overhead (approximately $ 0.5 million) and
(c) unfavorable foreign currency fluctuations (approximately $0.1 million).

    Diagnostics and Microbiology. Increased gross profit in the Diagnostics and
Microbiology segment resulted primarily from: (a) the effects of acquired
companies net of discontinued product lines (approximately $3.4 million), (b) a
favorable product mix (approximately $1.0 million), (c) price increases
(approximately $0.9 million), (d) increased volume (approximately $0.8 million)
and (e) decreased manufacturing overhead (approximately $0.6 million). Increased
gross profit was partially offset by: (a) inventory adjustments (approximately
$1.0 million) and (b) unfavorable currency



                                       19
<PAGE>   21


fluctuations (approximately $0.2 million). Gross profit was also negatively
impacted by the previously discussed OEM and distributor softness.

    Laboratory Equipment. Decreased gross profit resulted primarily from: (a)
inventory valuation adjustments (approximately $0.6 million) and (b) decreased
volume (approximately $0.4 million). Decreased gross profit was partially offset
by: (a) price increases (approximately $0.4 million), (b) decreased
manufacturing overhead (approximately $0.4 million), and (c) product mix
(approximately $0.1 million).

    Professional Dental. Increased gross profit in the Professional Dental
segment resulted primarily from: (a) increased volume (approximately $3.0
million), (b) a favorable product mix (approximately $0.9 million), (c) the
effects of an acquired company (approximately $0.8 million) and (d) inventory
valuation adjustments (approximately $0.1 million). Increased gross profit was
partially offset by: (a) increased manufacturing costs (approximately $1.0
million) and (b) unfavorable foreign currency fluctuations (approximately $0.5
million).

    Orthodontics. Decreased gross profit in the Orthodontics segment resulted
primarily from: (a) increased manufacturing costs (approximately $3.0 million)
and (b) unfavorable foreign currency fluctuations (approximately $1.2 million).
Decreased gross profit was partially offset by: (a) a favorable product mix
(approximately $2.0 million), (b) increased volume (approximately $1.3 million),
(c) the effects of an acquired company (approximately $0.4 million) and (d)
inventory valuation adjustments (approximately $0.2 million).

    Infection Control Products. Increased gross profit in the Infection Control
Products segment resulted primarily from: (a) effects of an acquired company
(approximately $0.7 million) and (b) increased volume (approximately $0.1
million). Increased gross profit was partially offset by: (a) decreased
manufacturing costs (approximately $0.2 million), (b) an unfavorable product mix
(approximately $0.2 million) and (c) inventory valuation adjustments
(approximately $0.1 million). Gross margins in the Infection Control Products
segment were negatively impacted by costs associated with issues relating to the
FDA inspection of Metrex Research, Inc.'s Parker, Colorado facility.


     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.

<TABLE>
<CAPTION>
          SELLING GENERAL AND
          ADMINISTRATIVE EXPENSES:                             PERCENT OF                PERCENT OF     DOLLAR      PERCENT
          (IN THOUSANDS)                            1999         SALES        2000         SALES        CHANGE      CHANGE
          ------------------------                  ----         -----        ----         -----        ------      ------
<S>                                               <C>          <C>         <C>           <C>          <C>           <C>
          LABORATORY BUSINESS:
            Labware and Life Sciences             $ 18,031        25.5%    $ 25,096         28.9%     $  7,065         39.2%
            Clinical and Industrial                  7,749        17.1%       8,800         17.5%        1,051         13.6%
            Diagnostics and Microbiology            11,100        25.9%      13,736         27.1%        2,636         23.7%
            Laboratory Equipment                     4,980        20.3%       4,806         19.8%         (174)       (3.5)%
                                                  --------        -----    --------         -----     ---------      -------
              Subtotal Laboratory Business          41,860        22.8%      52,438         24.7%       10,578         25.3%
          DENTAL BUSINESS:
            Professional Dental                     14,836        30.7%      15,821         29.6%          985          6.6%
            Orthodontics                            13,908        33.1%      16,033         36.2%        2,125         15.3%
            Infection Control Products               2,576        41.8%       2,966         40.8%          390         15.1%
                                                  --------        -----    --------         -----     ---------      -------
              Subtotal Dental Business              31,320        32.4%      34,820         33.2%        3,500         11.2%
          Corporate Office                           3,605         N/A        2,307          N/A        (1,298)      (36.0)%
                                                  --------        -----    --------         -----      --------      -------
          Total Selling General and
            Administrative Expenses               $ 76,785        27.4%    $ 89,565         28.3%     $ 12,780         16.6%
                                                  ========        =====    ========         =====     =========      =======


</TABLE>

                                       20
<PAGE>   22


    Overall Company. Selling, general and administrative expenses for the
quarter ended June 30, 2000 increased by $12.8 million or 16.6% from the
corresponding fiscal 1999 quarter. Selling, general and administrative expenses
for the Laboratory Business increased by $10.6 million in the third quarter of
fiscal 2000, an increase of 25.3% from the Laboratory Business's corresponding
fiscal 1999 quarter. Selling, general and administrative expenses for the Dental
Business increased by $3.5 million in the third quarter of fiscal 2000, an
increase of 11.2% from the Dental Business's corresponding fiscal 1999 quarter.
Selling, general and administrative expenses at the corporate office decreased
by $1.3 million in the third quarter of fiscal 2000, a decrease of 36.0% from
the corporate office's corresponding fiscal 1999 quarter.

    Labware and Life Sciences. Increased selling, general and administrative
expenses in the Labware and Life Sciences segment resulted primarily from: (a)
increased selling, general and administrative expenses as a result of acquired
businesses (approximately $4.9 million), (b) increased amortization of
intangibles primarily as a result of acquisitions (approximately $1.7 million),
(c) increased general and administrative expenses (approximately $0.4 million)
and (d) increased selling and marketing expenses (approximately $0.3 million).
The increased selling, general and administrative expenses were partially offset
by the non-recurring 1999 Special Charges (approximately $0.2 million).

    Clinical and Industrial. Increased selling, general and administrative
expenses in the Clinical and Industrial segment resulted primarily from: (a)
increased selling, general and administrative expenses as a result of acquired
businesses (approximately $1.1 million), (b) increased selling and marketing
expenses (approximately $0.6 million) and (c) increased amortization of
intangibles primarily as a result of acquisitions (approximately $0.2 million).
Increased selling, general and administrative expenses were partially offset by:
(a) decreased general and administrative expenses (approximately $0.7 million)
and (b) favorable foreign currency fluctuations (approximately $0.1 million).

    Diagnostics and Microbiology. Increased selling, general and administrative
expenses in the Diagnostics and Microbiology segment resulted primarily from:
(a) increased selling, general and administrative expenses as a result of
acquired businesses (approximately $1.7 million), (b) increased amortization of
intangibles primarily as a result of acquisitions (approximately $1.4 million),
and (c) increased selling and marketing expense (approximately $0.4 million).
Increased selling, general and administrative expenses were partially offset by:
(a) decreased general and administrative expenses (approximately $0.7 million)
and (b) favorable foreign currency fluctuations (approximately $0.2 million).

    Laboratory Equipment. Decreased selling, general and administrative expenses
in the Laboratory Equipment segment resulted primarily from: (a) decreased
general and administrative expenses (approximately $0.2 million), (b) decreased
selling and marketing expenses (approximately $0.1 million), and (c) the
non-recurring 1999 Special Charges (approximately $0.1 million). Decreased
selling, general and administrative expenses were partially offset by: (a)
increased selling, general and administrative expenses as a result of acquired
businesses (approximately $0.1 million) and (b) increased amortization of
intangibles primarily as a result of acquisitions (approximately $0.1 million).



                                       21
<PAGE>   23



    Professional Dental. Increased selling, general and administrative expenses
in the Professional Dental segment resulted primarily from: (a) increased
general and administrative expenses (approximately $0.6 million), (b)
unfavorable foreign currency fluctuations (approximately $0.3 million), (c)
increased research and development expenses (approximately $0.1 million), and
(d) increased amortization of intangibles primarily as a result of acquisitions
(approximately $0.1 million). Increased selling, general and administrative
expenses were partially offset by decreased sales and marketing expenses
(approximately $0.1 million).

    Orthodontics. Increased selling, general and administrative expenses in the
Orthodontics segment resulted primarily from: (a) a 1999 non-recurring reversal
of 1999 Special Charges (approximately $1.2 million), (b) increased sales and
marketing expenses (approximately $0.6 million), (c) increased general and
administrative expenses (approximately $0.4 million), and (d) general and
administrative expenses as a result of acquired companies (approximately $0.3
million). Increased selling, general and administrative expenses in the
Orthodontics segment were partially offset by decreased research and development
expenses (approximately $0.4 million).

    Infection Control Products. Increased selling, general and administrative
expenses in the Infection Control Products segment resulted primarily from: (a)
increased selling, general and administrative expenses as a result of an
acquired company (approximately $0.2 million), (b) increased amortization of
intangibles primarily as a result of acquisitions (approximately $0.1 million),
and (c) increased selling and marketing expenses (approximately $0.1 million).

    Corporate Office. Decreased selling, general and administrative expenses at
the corporate office resulted primarily from a decrease in employee compensation
primarily related to fiscal 2000 bonus accruals (approximately $1.3 million).



    OPERATING INCOME.

<TABLE>
<CAPTION>
                                                               PERCENT OF                PERCENT OF      DOLLAR       PERCENT
          OPERATING INCOME: (IN THOUSANDS)          1999         SALES         2000        SALES         CHANGE       CHANGE
          --------------------------------          ----         -----         ----        -----         ------       ------
<S>                                               <C>          <C>           <C>         <C>           <C>            <C>
          LABORATORY BUSINESS:
            Labware and Life Sciences             $ 18,559        26.3%      $ 20,823       24.0%      $ 2,264         12.2%
            Clinical and Industrial                 11,818        26.0%        13,324       26.5%        1,506         12.7%
            Diagnostics and Microbiology            10,567        24.6%        13,464       26.6%        2,897         27.4%
            Laboratory Equipment                     5,303        21.6%         5,360       22.0%           57          1.1%
                                                  --------        -----       -------       -----      -------        ------
              Subtotal Laboratory Business          46,247        25.2%        52,971       25.0%        6,724         14.5%
          DENTAL BUSINESS:
            Professional Dental                     12,200        25.3%        14,514       27.2%        2,314          19.0%
            Orthodontics                            13,026        31.0%        10,603       24.0%       (2,423)        (18.6)%
            Infection Control Products                 762        12.4%           706        9.7%          (56)         (7.3)%
                                                  --------        -----       -------       -----      -------         ------
              Subtotal Dental Business              25,988        26.9%        25,823       24.6%         (165)         (0.6)%
          Corporate Office                          (3,605)        N/A         (2,307)       N/A         1,298         (36.0)%
          Total Operating Income                  $ 68,630        24.5%      $ 76,487       24.1%      $ 7,857          11.4%
                                                  ========        =====       =======       =====      =======         ======

</TABLE>

    As a result of the foregoing, operating income in the third quarter of
fiscal 2000 increased by 11.4% or $7.9 million over operating income in the
corresponding quarter of fiscal 1999.

    INTEREST EXPENSE.



                                       22
<PAGE>   24


    Interest expense was $18.8 million in the third quarter of fiscal 2000, an
increase of $5.0 million from the corresponding fiscal 1999 quarter. The
increase resulted from a higher average debt balance in 2000, resulting
primarily from funding acquisitions, an increase in average interest rates
primarily due to an increase in the average Eurodollar Rate and the addition of
a Term B Loan in July 1999 that increased availability under the Revolving
Credit Facility by $300 million. The Term B Loan bears interest at 1.25% higher
than the Revolving Credit Facility.

    INCOME TAXES.

    Taxes on income before an extraordinary item in the third quarter of fiscal
2000 were $22.9 million, an increase of $1.4 million from the corresponding 1999
quarter. The increase resulted primarily from increased taxable earnings.




                                       23
<PAGE>   25


    INCOME BEFORE EXTRAORDINARY ITEM.

    As a result of the foregoing we had net income from continuing operations of
$35.2 million in the third quarter of fiscal 2000, as compared to $33.3 million
in the corresponding 1999 period.

    EXTRAORDINARY ITEM.

    On March 31, 1999, Sybron completed the sale of NPT to Norton Performance
Plastics Corporation. Net proceeds from the sale, net of estimated selling
expenses of $1.7 million, amounted to $86.0 million. The Company realized a gain
on this sale in the second quarter of fiscal 1999 (net of tax of $18.7 million)
of $18.8 million. Reductions to the gain were made in the Company's third and
fourth fiscal quarters of 1999 of $0.8 million each reducing the final gain on
the sale of NPT to $17.2 million.

    NET INCOME.

    As a result of the foregoing, we had net income of $35.2 million in the
third quarter of fiscal 2000, as compared to net income of $32.5 million in the
corresponding 1999 period.

    DEPRECIATION AND AMORTIZATION.

    Depreciation and amortization expense is allocated among cost of sales,
selling, general and administrative expenses and other expense. Depreciation and
amortization increased $3.7 million in the third quarter of fiscal 2000 due to
additional depreciation and amortization from the step-up of assets, goodwill
and intangibles recorded from the various acquisitions as well as routine
operating capital expenditures.

FIRST NINE MONTHS ENDED JUNE 30, 2000
COMPARED TO THE FIRST NINE MONTHS ENDED JUNE 30, 1999

    NET SALES.
<TABLE>
<CAPTION>
                                                          FISCAL         FISCAL        DOLLAR       PERCENT
               NET SALES: (IN THOUSANDS)                   1999           2000         CHANGE       CHANGE
               -------------------------                   ----           ----         ------       ------
<S>                                                    <C>             <C>            <C>           <C>
               LABORATORY BUSINESS:
                 Labware and Life Sciences             $ 192,599       $ 252,292      $ 59,693        31.0%
                 Clinical and Industrial                 129,784         156,847        27,063        20.9%
                 Diagnostics and Microbiology            119,841         154,431        34,590        28.9%
                 Laboratory Equipment                     73,118          71,416        (1,702)       (2.3)%
                                                       ---------       ---------      --------        -----
                   Subtotal Laboratory Business          515,342         634,986       119,644        23.2%
               DENTAL BUSINESS:
                 Professional Dental                     140,303         156,273        15,970        11.4%
                 Orthodontics                            127,009         131,030         4,021         3.2%
                 Infection Control Products               17,744          19,362         1,618         9.1%
                                                       ---------       ---------      --------        -----
                   Subtotal Dental Business              285,056         306,665        21,609         7.6%
                                                       ---------       ---------      --------        -----
               Total Net Sales                         $ 800,398       $ 941,651      $141,253        17.6%
                                                       =========       =========      ========        =====

</TABLE>

    Overall Company. Net sales for the nine months ended June 30, 2000 increased
by $141.3 million or 17.6% from the corresponding fiscal 1999 period. Net sales
for the Laboratory Business increased by



                                       24
<PAGE>   26


$119.6 million in the first nine months of fiscal 2000, an increase of 23.2%
from the Laboratory Business's net sales in the corresponding fiscal 1999
period. Net sales for the Dental Business increased by $21.6 million in the
first nine months of fiscal 2000, an increase of 7.6% from the Dental Business's
net sales in the corresponding fiscal 1999 period.

    Labware and Life Sciences. Increased net sales in the Labware and Life
Sciences segment resulted primarily from: (a) net sales of products of acquired
companies (approximately $48.9 million), (b) increased net sales of existing
products (approximately $11.0 million) and (c) increased net sales of new
products (approximately $1.5 million). Increased net sales were partially offset
by unfavorable foreign currency fluctuations (approximately $1.7 million). Net
sales were also negatively impacted by the previously discussed OEM and
distributor softness.

    Clinical and Industrial. Increased net sales in the Clinical and Industrial
segment resulted primarily from: (a) net sales of products of acquired companies
(approximately $22.0 million), (b) price increases (approximately $3.6 million),
and (c) increased net sales of existing products (approximately $3.4 million).
Increased net sales were partially offset by unfavorable foreign currency
fluctuations (approximately $1.9 million).

    Diagnostics and Microbiology. Increased net sales in the Diagnostics and
Microbiology segment resulted primarily from: (a) net sales of products of
acquired companies net of discontinued products (approximately $26.0 million),
(b) increased net sales of existing products (approximately $5.0 million), (c)
increased net sales of new products (approximately $2.9 million) and (d) price
increases (approximately $0.8 million). Increased net sales were partially
offset by unfavorable foreign currency fluctuations (approximately $0.1
million). Net sales were also negatively impacted by the previously discussed
OEM and distributor softness.

    Laboratory Equipment. Decreased net sales in the Laboratory Equipment
segment resulted primarily from decreased net sales of existing products
primarily related to the constant temperature business, ovens and incubators
(approximately $3.6 million) and (b) unfavorable foreign currency fluctuations
(approximately $0.1 million). The constant temperature business is expected to
continue to undergo pressure due to the large number of competing companies in
the marketplace. Decreased net sales were partially offset by: (a) increased net
sales of new products (approximately $1.1 million) and (b) price increases
(approximately $0.9 million).

    Professional Dental. Increased net sales in the Professional Dental segment
resulted primarily from: (a) increased net sales of new products (approximately
$22.6 million), and (b) net sales of products of acquired companies net of
discontinued products (approximately $0.8 million). Increased net sales were
partially offset by: (a) decreased net sales of existing products (approximately
$5.2 million) and (b) unfavorable foreign currency fluctuations (approximately
$2.2 million).

    Orthodontics. Increased net sales in the Orthodontics segment resulted
primarily from: (a) increased net sales of new products (approximately $6.2
million) and (b) increased net sales of products of an acquired company
(approximately $3.4 million). Increased net sales were partially offset by: (a)
unfavorable foreign currency fluctuations (approximately $3.5 million) and (b)
decreased net sales of



                                       25
<PAGE>   27



existing products (approximately $2.1 million).

    Infection Control Products. Increased net sales in the Infection Control
Products segment resulted primarily from net sales of products of an acquired
company (approximately $3.0 million) partially offset by decreased net sales of
existing products due to product life cycle maturities and from a voluntary
suspension of sales of certain products as the result of issues raised by an FDA
inspection of Metrex Research, Inc.'s Parker, Colorado facility. The impact of
the action was mitigated by Metrex's ability to supply substitute products to
its customers (approximately $1.4 million).

    GROSS PROFIT.
<TABLE>
<CAPTION>
                                                  FISCAL      PERCENT OF     FISCAL     PERCENT OF      DOLLAR       PERCENT
         GROSS PROFIT: (IN THOUSANDS)              1999         SALES         2000        SALES         CHANGE       CHANGE
         ----------------------------              ----         -----         ----        -----         ------       ------
<S>                                              <C>          <C>         <C>           <C>            <C>           <C>
         LABORATORY BUSINESS:
           Labware and Life Sciences             $ 98,575       51.2%     $ 131,942        52.3%       $ 33,367        33.8%
           Clinical and Industrial                 54,674       42.1%        67,034        42.7%         12,360        22.6%
           Diagnostics and Microbiology            61,158       51.0%        83,633        54.2%         22,475        36.7%
           Laboratory Equipment                    30,414       41.6%        30,056        42.1%           (358)       (1.2)%
                                                 --------       -----     ---------        -----       ---------       ------
             Subtotal Laboratory Business         244,821       47.5%       312,665        49.2%         67,844        27.7%
         DENTAL BUSINESS:
           Professional Dental                     78,456       55.9%        88,921        56.9%         10,465        13.3%
           Orthodontics                            79,574       62.7%        80,236        61.2%            662         0.8%
           Infection Control Products               9,729       54.8%         9,295        48.0%           (434)       (4.5)%
                                                 --------       -----     ---------        -----       ---------       ------
             Subtotal Dental Business             167,759       58.9%       178,452        58.2%         10,693         6.4%
                                                 --------       -----     ---------        -----       ---------       ------
         Total Gross Profit                      $412,580       51.5%     $ 491,117        52.2%       $ 78,537        19.0%
                                                 ========       =====     =========        =====       =========       ======

</TABLE>


    Overall Company. Gross profit for the nine months ended June 30, 2000
increased by $78.5 million or 19.0% from the corresponding fiscal 1999 period.
Gross profit for the Laboratory Business increased by $67.8 million in the first
nine months of fiscal 2000, an increase of 27.7% from the Laboratory Business's
gross profit in the corresponding fiscal 1999 period. Gross profit for the
Dental Business increased by $10.7 million in the first nine months of fiscal
2000, an increase of 6.4% from the Dental Business's gross profit in the
corresponding fiscal 1999 period.

    Labware and Life Sciences. Increased gross profit in the Labware and Life
Sciences segment resulted primarily from: (a) the effects of acquired companies
(approximately $26.6 million), (b) increased volume (approximately $6.7
million), (c) a favorable product mix (approximately $4.3 million), (d)
inventory valuation adjustments (approximately $0.5 million) and (e) favorable
foreign currency fluctuations (approximately $0.6 million). Increased gross
profit was partially offset by increased manufacturing overhead (approximately
$5.3 million). Gross profit was also negatively impacted by the previously
discussed OEM and distributor softness.

    Clinical and Industrial. Increased gross profit in the Clinical and
Industrial segment resulted primarily from: (a) the effects of acquired
companies (approximately $8.2 million), (b) price increases (approximately $3.6
million), (c) an improved product mix (approximately $3.0 million) , (d)
increased volume (approximately $1.5 million) and (e) inventory valuation
adjustments (approximately $0.5 million). Increased gross profit was partially
offset by: (a) increased manufacturing overhead (approximately $4.1 million) and
(b) unfavorable effects of foreign currency fluctuations (approximately $ 0.3
million).



                                       26
<PAGE>   28


    Diagnostics and Microbiology. Increased gross profit in the Diagnostics and
Microbiology segment resulted primarily from: (a) the effects of acquired
companies net of discontinued product lines (approximately $16.8 million), (b) a
favorable product mix (approximately $3.9 million), (c) increased volume
(approximately $3.4 million) and (d) price increases (approximately $0.8
million). Increased gross profit was partially offset by: (a) increased
manufacturing overhead (approximately $2.1 million), (b) unfavorable effects of
foreign currency fluctuations (approximately $0.2 million) and (c) inventory
valuation adjustments (approximately $0.1 million). Gross profit was also
negatively impacted by the previously discussed OEM and distributor softness.

    Laboratory Equipment. Decreased gross profit in the Laboratory Equipment
segment resulted primarily from: (a) reduced volume (approximately $1.2 million)
and (b) inventory valuation adjustments (approximately $0.7 million). Decreased
gross profit was partially offset by: (a) price increases (approximately $0.8
million), (b) decreased manufacturing overhead (approximately $0.3 million), (c)
an improved product mix (approximately $0.3 million), and (d) the effects of
acquired companies (approximately $0.1 million).

    Professional Dental. Increased gross profit in the Professional Dental
segment resulted primarily from: (a) increased volume (approximately $10.3
million), (b) a favorable product mix (approximately $2.3 million) and (c) the
effects of an acquired company net of discontinued product lines (approximately
$0.7 million). Increased gross profit was partially offset by: (a) increased
manufacturing costs (approximately $1.7 million), (b) unfavorable foreign
currency fluctuations (approximately $0.8 million) and (c) inventory valuation
adjustments (approximately $0.3 million).

    Orthodontics. Increased gross profit in the Orthodontics segment resulted
primarily from: (a) a favorable product mix (approximately $4.7 million), (b)
increased volume (approximately $2.7 million) and (c) the effects of an acquired
company (approximately $1.0 million). Increased gross profit was partially
offset by: (a) increased manufacturing costs (approximately $3.7 million), (b)
unfavorable foreign currency fluctuations (approximately $3.4 million) and (c)
inventory valuation adjustments (approximately $0.6 million).

    Infection Control Products. Decreased gross profit in the Infection Control
Products segment resulted primarily from: (a) decreased volume (approximately
$0.8 million), (b) increased manufacturing costs (approximately $0.7 million),
(c) costs associated with the product recall referred to above, including the
write-off of inventory (approximately $0.6 million), (d) product mix
(approximately $0.2 million) and (e) inventory valuation adjustments
(approximately $0.1 million). Decreased gross profit was partially offset by:
the effects of an acquired company (approximately $2.0 million).



                                       27
<PAGE>   29

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.
<TABLE>
<CAPTION>
        SELLING GENERAL AND
        ADMINISTRATIVE EXPENSES:                          PERCENT OF                PERCENT OF     DOLLAR      PERCENT
        (IN THOUSANDS)                         1999         SALES        2000         SALES        CHANGE      CHANGE
        ------------------------               ----         -----        ----         -----        ------      ------
<S>                                          <C>             <C>      <C>              <C>       <C>             <C>
        LABORATORY BUSINESS:
          Labware and Life Sciences          $ 49,867        25.9%    $ 72,074         28.6%     $ 22,207        44.5%
          Clinical and Industrial              22,278        17.2%      26,995         17.2%        4,717        21.2%
          Diagnostics and Microbiology         30,837        25.7%      42,598         27.6%       11,761        38.1%
          Laboratory Equipment                 15,294        20.9%      15,168         21.2%         (126)       (0.8)%
                                             --------        -----    --------         -----     --------        ------
            Subtotal Laboratory Business      118,276        23.0%     156,835         24.7%       38,559        32.6%
        DENTAL BUSINESS:
          Professional Dental                  46,438        33.1%      44,800         28.7%       (1,638)       (3.5)%
          Orthodontics                         42,538        33.5%      46,011         35.1%        3,473         8.2%
          Infection Control Products            7,308        41.2%       7,937         41.0%          629         8.6%
                                             --------        -----    --------         -----     --------        ------
            Subtotal Dental Business           96,284        33.8%      98,748         32.2%        2,464         2.6%
        Corporate Office                        8,011         N/A        8,588          N/A           577         7.2%
                                             --------        -----    --------         -----     --------        ------
        Total Selling General and
          Administrative Expenses           $ 222,571        27.8%    $264,171         28.1%     $ 41,600         18.7%
                                            =========        =====    ========         =====     ========         =====

</TABLE>


    Overall Company. Selling, general and administrative expenses for the nine
months ended June 30, 2000 increased by $41.6 million or 18.7% from the
corresponding fiscal 1999 period. Selling, general and administrative expenses
for the Laboratory Business increased by $38.6 million in the first nine months
of fiscal 2000, an increase of 32.6% from the Laboratory Business's
corresponding fiscal 1999 period. Selling, general and administrative expenses
for the Dental Business increased by $2.5 million in the first nine months of
fiscal 2000, an increase of 2.6% from the Dental Business's corresponding fiscal
1999 period. Selling, general and administrative expenses at the corporate
office increased by $0.6 million in the first nine months of fiscal 2000, an
increase of 7.2% from the corporate office's corresponding fiscal 1999 period.

    Labware and Life Sciences. Increased selling, general and administrative
expenses in the Labware and Life Sciences segment resulted primarily from: (a)
increased selling, general and administrative expenses as a result of acquired
businesses (approximately $15.0 million), (b) increased amortization of
intangibles primarily as a result of acquisitions (approximately $4.4 million),
(c) increased selling and marketing expenses (approximately $1.6 million) and
(d) increased general and administrative expenses (approximately $1.5 million).
Increased selling, general and administrative expenses were partially offset by:
(a) favorable foreign currency fluctuations (approximately $0.2 million) and (b)
the non-recurring 1999 special charges (approximately $0.1 million).

    Clinical and Industrial. Increased selling, general and administrative
expenses in the Clinical and Industrial segment resulted primarily from: (a)
increased selling, general and administrative expenses as a result of acquired
businesses (approximately $3.8 million), (b) increased selling and marketing
expenses (approximately $1.2 million) and (c) increased amortization of
intangibles primarily as a result of acquisitions (approximately $0.7 million).
Increased selling, general and administrative expenses were partially offset by:
(a) decreased general and administrative expenses (approximately $0.7 million)
and (b) favorable foreign currency fluctuations (approximately $0.3 million).

    Diagnostics and Microbiology. Increased selling, general and administrative
expenses in the Diagnostics and Microbiology segment resulted primarily from:
(a) increased selling, general and administrative expenses as a result of
acquired businesses (approximately $7.2 million), (b) increased




                                       28
<PAGE>   30



amortization of intangibles primarily as a result of acquisitions (approximately
$3.9 million) and (c) increased selling and marketing expenses (approximately
$1.6 million). Increased selling, general and administrative expenses were
partially offset by : (a) decreased general and administrative expenses
(approximately $0.6 million), (b) favorable foreign currency fluctuations
(approximately $0.2 million), and (c) decreased research and development
expenses (approximately $0.1 million).

    Laboratory Equipment. Decreased selling, general and administrative expenses
in the Laboratory Equipment segment resulted primarily from: (a) decreased
selling and marketing expenses (approximately $0.6 million) and (b) decreased
general and administrative expenses (approximately $0.2 million). Decreased
selling, general and administrative expenses were partially offset by: (a)
increased research and development expenses (approximately $0.4 million), (b)
increased selling, general and administrative expense as a result of
acquisitions (approximately $0.2 million), and (c) increased amortization of
intangibles primarily as a result of acquired businesses (approximately $0.1
million).

    Professional Dental. Decreased selling, general and administrative expenses
in the Professional Dental segment resulted primarily from: (a) the
non-recurring 1999 Special Charges (approximately $2.0 million) and (b)
decreased selling and marketing expenses (approximately $0.6 million). Decreased
selling, general and administrative expenses in the Professional Dental segment
were partially offset by: (a) unfavorable foreign currency fluctuations
(approximately $0.5 million), (b) increased general and administrative expenses
(approximately $0.3 million), and (c) increased amortization of intangibles
primarily as a result of an acquisition (approximately $0.2 million).

    Orthodontics. Increased selling, general and administrative expenses in the
Orthodontics segment resulted primarily from: (a) increased general and
administrative expenses (approximately $1.9 million), (b) a non-recurring 1999
reversal of special charges (approximately $1.2 million), (c) increased selling,
general and administrative expenses as a result of acquired companies
(approximately $0.9 million), (d) increased amortization of intangibles
primarily as a result of acquisitions (approximately $0.4 million), (e)
increased selling and marketing expenses (approximately $0.2 million) and (f)
unfavorable foreign currency fluctuations (approximately $0.1 million).
Increased selling, general and administrative expenses in the Orthodontics
segment were partially offset by (a) decreased research and development expenses
(approximately $0.7 million) and (b) the non-recurring 1999 Special Charges
(approximately $0.5 million).

    Infection Control Products. Increased selling, general and administrative
expenses in the Infection Control Products segment resulted primarily from: (a)
increased selling, general and administrative expenses as a result of acquired
companies (approximately $0.4 million) and (b) amortization of intangibles
primarily from acquired businesses (approximately $0.3 million). Increased
selling, general and administrative expenses were partially offset by decreased
selling and marketing expenses (approximately $0.1 million).

    Corporate Office. Increased selling, general and administrative expenses at
the corporate office resulted primarily from: (a) an increase in legal expense
and professional fees (approximately $1.9 million) partially offset by a
reduction in employee compensation and benefits (approximately $1.3 million).



                                       29
<PAGE>   31


    OPERATING INCOME.
<TABLE>
<CAPTION>
                                                          PERCENT OF                PERCENT OF      DOLLAR      PERCENT
        OPERATING INCOME: (IN THOUSANDS)       1999         SALES         2000        SALES         CHANGE       CHANGE
        --------------------------------       ----         -----         ----        -----         ------       ------
<S>                                         <C>            <C>         <C>          <C>           <C>           <C>
        LABORATORY BUSINESS:
          Labware and Life Sciences         $  48,708        25.3%     $  59,868       23.7%      $ 11,160        22.9%
          Clinical and Industrial              32,396        25.0%        40,039       25.5%         7,643        23.6%
          Diagnostics and Microbiology         30,321        25.3%        41,035       26.6%        10,714        35.3%
          Laboratory Equipment                 15,120        20.7%        14,888       20.8%          (232)       (1.5)%
                                            ---------        -----     ---------       -----      ---------      -------
            Subtotal Laboratory Business      126,545        24.6%       155,830       24.5%        29,285        23.1%
        DENTAL BUSINESS:
          Professional Dental                  32,018        22.8%        44,121       28.2%        12,103        37.8%
          Orthodontics                         37,036        29.2%        34,225       26.1%        (2,811)       (7.6)%
          Infection Control Products            2,421        13.6%         1,358        7.0%        (1,063)      (43.9)%
                                            ---------        -----     ---------       -----      ---------      -------
            Subtotal Dental Business           71,475        25.1%        79,704       26.0%         8,229        11.5%
        Corporate Office                       (8,011)        N/A         (8,588)       0.0%          (577)        7.2%
                                            ---------        -----     ---------       -----      ---------      -------
        Total Operating Income              $ 190,009        23.7%     $ 226,946       24.1%      $ 36,937        19.4%
                                            =========        =====     =========       =====      =========      =======

</TABLE>


    As a result of the foregoing, operating income in the first nine months of
fiscal 2000 increased by 19.4% or $36.9 million over operating income in the
corresponding fiscal 1999 period.

    INTEREST EXPENSE.

    Interest expense was $55.0 million in the first nine months of fiscal 2000,
an increase of $13.1 million from the corresponding fiscal 1999 period. The
increase resulted from a higher average debt balance in 2000, resulting
primarily from funding acquisitions (partially offset by the application of
proceeds from the sale of Nalge Process Technologies Group, Inc. ("NPT") in
March 1999), an increase in average interest rates primarily due to an increase
in the Eurodollar Rate and the addition of a Term B Loan in July 1999.

    INCOME TAXES.

    Taxes on income from continuing operations in the first nine months of
fiscal 2000 were $68.2 million, an increase of $10.1 million from the
corresponding 1999 period. The increase resulted primarily from increased
taxable earnings.

    INCOME FROM CONTINUING OPERATIONS.

    As a result of the foregoing we had net income from continuing operations of
$104.6 million in the first nine months of fiscal 2000, as compared to $89.2
million in the corresponding 1999 period.




                                       30
<PAGE>   32

    DISCONTINUED OPERATIONS.

    Income from discontinued operations was $0.1 million in the first nine
months of fiscal 1999. The 1999 discontinued operations resulted from the
operating results of NPT.

    EXTRAORDINARY ITEM.

    On March 31, 1999, Sybron completed the sale of NPT to Norton Performance
Plastics Corporation. Net proceeds from the sale, net of estimated selling
expenses of $1.7 million, amounted to $86.0 million. The Company realized a gain
on this sale in the second quarter of fiscal 1999 (net of tax of $18.7 million)
of $18.8 million. Reductions to the gain were made in the Company's third and
fourth fiscal quarters of 1999 of $0.8 million each reducing the final gain on
the sale of NPT to $17.2 million.

    NET INCOME.

    As a result of the foregoing, we had net income of $104.6 million in the
first nine months of fiscal 2000, as compared to net income of $107.3 million in
the corresponding 1999 period.

    DEPRECIATION AND AMORTIZATION.

    Depreciation and amortization expense is allocated among cost of sales,
selling, general and administrative expenses and other expense. Depreciation and
amortization increased $11.8 million in the first nine months of fiscal 2000 due
to additional depreciation and amortization from the step-up of assets, goodwill
and intangibles recorded from the various acquisitions as well as routine
operating capital expenditures.

LIQUIDITY AND CAPITAL RESOURCES

         General

    As a result of the acquisition of Sybron's predecessor in 1987 and the
acquisitions we completed since 1987, we have increased the carrying value of
certain tangible and intangible assets consistent with generally accepted
accounting principles. Accordingly, our results of operations include a
significant level of non-cash expenses related to the depreciation of fixed
assets and the amortization of intangible assets, including goodwill. Goodwill
and other intangible assets increased by approximately $46.5 million and $159.6
million in the third quarter and first nine months of fiscal 2000, respectively,
primarily as a result of continued acquisition activity. We believe, therefore,
that Adjusted EBITDA represents the more appropriate measure of our ability to
internally fund our capital requirements.

    Approximately $107.3 million of cash was generated from operating activities
in the first nine months of fiscal 2000, an increase of $9.8 million or 10.0%,
from the corresponding 1999 period. Increased cash flow from operating
activities resulted primarily from an increase in Adjusted EBITDA (approximately
$48.7 million) partially offset by increases in other net assets (approximately
$21.5



                                       31
<PAGE>   33


million), an increase in interest paid (approximately $9.4 million), and an
increase in taxes paid (approximately $8.0 million). Approximately $178.9
million of cash was used in investing activities in the first nine months of
fiscal 2000, an increase of $54.0 million, or 43.2%, from the corresponding 1999
period. Increased investing activities resulted primarily from the proceeds of
the sale of NPT on March 31, 1999 net of a refund of $2.6 million in the first
nine months of fiscal 2000 (approximately $88.4 million) and an increase in
capital expenditures (approximately $9.9 million), partially offset by a
decrease in acquisitions (approximately $44.3 million). Approximately $75.9
million of cash was provided from financing activities, primarily from the
Company's existing Credit Facilities (approximately $70.2 million), payments
received from the exercise of employee stock options (approximately $12.5
million) and a refund of collateral under a securities loan agreement
(approximately $1.9 million), partially offset by repayments of other financing
sources (approximately $8.7 million). With respect to the 1998 restructuring
charge of approximately $24.0 million, of which approximately $11.7 million
represents cash expenditures, as of June 30, 2000, we have made cash payments of
approximately $10.2 million. The Company expects to make future cash payments of
approximately $0.2 million in fiscal 2000 and approximately $1.3 million in
fiscal 2001 and beyond.

         Current Credit Facilities

    Our current credit agreement with The Chase Manhattan Bank ("Chase") and
certain other lenders, as amended (the "Credit Agreement"), provides for three
separate credit facilities. These are comprised of a tranche A term loan
facility (the "Tranche A Term Loan Facility"), a tranche B term loan facility
(the "Tranche B Term Loan Facility"), and a revolving credit facility (the
"Revolving Credit Facility", together with the Tranche A Term Loan Facility and
the Tranche B Term Loan Facility, the "Credit Facilities"). The Credit
Facilities at June 30, 2000 can be summarized as follows: (dollars in millions)

<TABLE>
<CAPTION>
                                                                 AVERAGE                     REPAYMENTS       REPAYMENT
FACILITY                                 EXPIRATION DATE       INTEREST RATE   BALANCE     DUE IN FISCAL       AMOUNT
--------                                 ---------------       -------------   -------     -------------       ------

<S>                                      <C>                   <C>             <C>         <C>               <C>
Tranche A Term Loan Facility(a)              July 2002              6.3%       $270.84         2001           $  52.46
                                                                                               2002             218.38
                                                                                                              --------
                                                                                                              $ 270.84
                                                                                                              ========
Tranche B Term Loan Facility                 July 2004              7.9%       $299.50         2000           $   0.25
                                                                                               2001               1.00
                                                                                               2002               1.00
                                                                                               2003             120.25
                                                                                               2004             177.00
                                                                                                              --------
                                                                                                              $ 299.50
                                                                                                              --------
Revolving Credit Facility                    July 2002              6.7%       $352.00         2002           $ 352.00
                                                                                                              ========
</TABLE>


----------

(a) Includes interest income from swaps discussed below.



                                       32
<PAGE>   34


    The Tranche A Term Loan Facility and Revolving Credit Facility provide for
an annual interest rate, at our option, equal to (a) the higher of (i) the rate
from time to time publicly announced by Chase in New York City as its prime
rate, (ii) the federal funds rate plus 1/2 of 1%, and (iii) the base CD rate
plus 1% (collectively referred to as "Tranche A ABR") or (b) the adjusted
interbank offered rate for eurodollar deposits ("Eurodollar Rate") plus 1/2% to
7/8% (the "Tranche A Eurodollar Rate Margin") depending upon the ratio of our
total debt to Consolidated Adjusted Operating Profit (as defined in the Credit
Agreement), or (c) with respect to certain advances under the Revolving Credit
Facility, the rate set by the competitive bid process among the parties to the
Revolving Credit Facility ("CAF"). The Tranche B Term Loan Facility provides for
an annual interest rate, at our option, equal to (a) the higher of (i) the rate
from time to time publicly announced by Chase in New York City as its prime rate
plus 1% to 1 1/4%, (ii) the federal funds rate plus of 1 1/2% to 1 3/4%, and
(iii) the base CD rate plus 2% to 2 1/4%, depending upon the ratio of our total
debt to Consolidated Adjusted Operating Profit, or (b) the Eurodollar Rate plus
2% to 2 1/4% depending upon the ratio of our total debt to Consolidated Adjusted
Operating Profit (the "Tranche B Eurodollar Rate Margin").

         Spin-off Refinancing

    We intend to refinance the Credit Facilities in connection with the proposed
Distribution. Depending on our credit rating and market conditions, we will
either refinance through the bank markets or through the use of a combination of
debt securities. If we receive a non-investment grade rating or public debt
market conditions are not favorable, we intend to refinance through the bank
markets ("Bank Refinancing"). We would expect a Bank Refinancing to be in the
form of a new revolving credit facility allowing the Company to borrow up to
$800 million at an estimated drawn cost of the Eurodollar Rate plus 1.0 percent.
In the event that we receive an investment grade rating and debt market
conditions are favorable, we may refinance through the issuance of debt
securities. The current intention is to complete the refinancing simultaneously
with the Distribution. The contemplated refinancing, using June 30, 2000
balances, can be summarized as follows: (In millions)


<TABLE>
<CAPTION>

    SOURCES:                                        USES:
    --------                                        -----

<S>                                   <C>           <C>                                       <C>
    Bank Refinancing or                             Repay existing Credit Facilities          $941.6
    Debt Securities                   $576.6
                                                    Fees and expenses                          $10.0
                                                                                               -----

    Contribution from Dental
    Business                          $375.0
                                      ------

    Total sources                     $951.6        Total uses                                $951.6
                                      ======                                                  ======

</TABLE>


    The anticipated refinancing as described above is forward-looking. Our
ability to complete this refinancing is subject to a number of uncertainties and
contingencies, including completion of the Distribution, our ability to receive
a satisfactory credit rating from each of the rating agencies, market
conditions, our financial performance, and other factors. There can be no
assurance that we will be able to obtain the contemplated credit facilities. In
the event the Distribution is not completed, we will continue under our existing
Credit Facilities.



                                       33
<PAGE>   35


         Interest Rate Sensitivity

    As a result of the terms of our Credit Facilities, we are sensitive to a
rise in interest rates. A rise in interest rates would result in increased
interest expense on our outstanding debt. In order to reduce our sensitivity to
interest rate increases, from time to time we enter into interest rate swap
agreements. As of June 30, 2000, the Company has eight interest rate swaps
outstanding aggregating a notional amount of $383.5 million. Under the terms of
the swap agreements, the Company is required to pay a fixed rate amount equal to
the swap agreement rate listed below. In exchange for the payment of the fixed
rate amount, the Company receives a floating rate amount equal to the
three-month LIBOR rate in effect on the date of the swap agreements and the
subsequent reset dates. For each of the swap agreements the rate resets on each
quarterly anniversary of the swap agreement date until the swap expiration date.
The net interest rate paid by the Company is approximately equal to the sum of
the swap agreement rate plus the applicable Eurodollar Rate Margin. In fiscal
2000, the Tranche A and Revolver Eurodollar Rate Margins were .75%. The Tranche
B Eurodollar Rate Margin, which became applicable on July 29, 1999, was 2.0%. In
connection with the potential refinancing, the Company will assess the level and
need to continue using interest rate swaps. In the event the Company issues
fixed rate debt securities, it is likely that the swaps would be sold. The swap
agreement rates and durations as of June 30, 2000 are as follows:

<TABLE>
<CAPTION>
    EXPIRATION DATE        NOTIONAL AMOUNT           SWAP AGREEMENT DATE              SWAP AGREEMENT RATE
    ---------------        ---------------           -------------------              -------------------
<S>                        <C>                       <C>                              <C>
    February 7, 2001         $50 million               August 7, 1997                       5.910%
    August 7, 2001           $50 million               August 7, 1997                       5.900%
    September 10, 2001       $50 million               December 8, 1995                     5.623%
    December 31, 2001        $8.5 million              March 24, 1999                       5.500%
    June 8, 2002             $50 million               December 8, 1995                     5.500%
    July 31, 2002            $75 million               May 7, 1997                          6.385%
    July 31, 2002            $50 million               October 23, 1998                     4.733%
    October 1, 2002          $50 million               October 1, 1999                      6.260%
</TABLE>

         Sale/Leaseback

    Also as part of the permanent financing for the acquisition of Sybron's
predecessor in 1987, on December 22, 1988, we entered into the sale and
leaseback of what were our principal domestic facilities at that time (the
"Sale/Leaseback"). In January 1999, the annual obligation under the
Sale/Leaseback increased from $3.3 million to $3.6 million, payable monthly. On
the fifth anniversary of the leases and every five years thereafter (including
renewal terms), the rent will be increased by the percentage equal to 75% of the
percentage increase in the Consumer Price Index over the preceding five years.
The percentage increase to the rent in any five-year period is capped at 15%.
The next adjustment will occur on January 1, 2004.



                                       34
<PAGE>   36


EUROPEAN ECONOMIC MONETARY UNIT

         On January 1, 1999, eleven of the European Union countries (including
four countries in which we have operations) adopted the Euro as their single
currency. At that time, a fixed exchange rate was established between the Euro
and the individual countries' existing currencies (the "legacy currencies"). The
Euro trades on currency exchanges and is available for non-cash transactions.
Following the introduction of the Euro, the legacy currencies will remain legal
tender in the participating countries during a transition period from January 1,
1999 through January 1, 2002. Beginning on January 1, 2002, the European Central
Bank will issue Euro-denominated bills and coins for use in cash transactions.
On or before July 1, 2002, the participating countries will withdraw all legacy
bills and coins and use the Euro as their legal currency.

         Our operating units located in European countries affected by the Euro
conversion intend to keep their books in their respective legacy currencies
through a portion of the transition period. At this time, we do not expect
reasonably foreseeable consequences of the Euro conversion to have a material
adverse effect on our business operations or financial condition.

CAUTIONARY FACTORS

      This report contains various forward-looking statements concerning our
prospects that are based on the current expectations and beliefs of management.
Forward-looking statements may also be made by us from time to time in other
reports and documents as well as oral presentations. When used in written
documents or oral statements, the words "anticipate", "believe", "continue",
"estimate", "expect", "goals", "objective", "outlook" and similar expressions
are intended to identify forward-looking statements. The statements contained
herein and such future statements involve or may involve certain assumptions,
risks and uncertainties, many of which are beyond our control, that could cause
our actual results and performance to differ materially from what is expected.
In addition to the assumptions and other factors referenced specifically in
connection with such statements, the following factors could impact our business
and financial prospects:

-        Factors affecting our international operations, including relevant
         foreign currency exchange rates, which can affect the cost to produce
         our products or the ability to sell our products in foreign markets,
         and the value in U.S. dollars of sales made in foreign currencies.
         Other factors include our ability to obtain effective hedges against
         fluctuations in currency exchange rates; foreign trade, monetary and
         fiscal policies; laws, regulations and other activities of foreign
         governments, agencies and similar organizations; risks associated with
         having major manufacturing facilities located in countries, such as
         Mexico, Hungary and Italy, which have historically been less stable
         than the United States in several respects, including fiscal and
         political stability; and risks associated with the economic downturns
         in other countries.

-        Factors affecting our ability to continue pursuing our current
         acquisition strategy and to be successful with that strategy, including
         our ability to raise capital beyond the capacity of our




                                       35
<PAGE>   37


         existing credit facilities or to use our stock for acquisitions, the
         cost of the capital required to effect our acquisition strategy, the
         availability of suitable acquisition candidates at reasonable prices,
         competition for appropriate acquisition candidates, our ability to
         realize the synergies expected to result from acquisitions, and the
         ability of our existing personnel to efficiently handle increased
         transitional responsibilities resulting from acquisitions.

-        Our reliance on major independent distributors for a substantial
         portion of our sales subjects our sales performance to volatility in
         demand from distributors. We can experience volatility when
         distributors merge or consolidate, when inventories are not managed to
         end-user demand, or when distributors experience a softness in their
         sales. This volatility in demand can also arise with large OEM
         customers to whom we sell direct. Sales to our distributors and OEM
         customers are sometimes unpredictable and wide variances sometimes
         occur quarter to quarter.

-        Factors affecting certain high growth industries we serve, such as
         consolidation in the drug discovery and diagnostics industries.

-        Factors affecting our ability to profitably distribute and sell our
         products, including any changes in our business relationships with our
         principal distributors or OEM customers, competitive factors such as
         the entrance of additional competitors into our markets, pricing and
         technological competition, and risks associated with the development
         and marketing of new products in order to remain competitive by keeping
         pace with advancing dental, orthodontic and laboratory technologies.

-        Quarterly variations in operating results caused by a number of
         factors, including business and industry conditions, timing of
         acquisitions, distribution and OEM customer issues, and other factors
         listed here. All these factors make it difficult to predict operating
         results for any particular period.

-        With respect to Erie, factors affecting its Erie Electroverre S.A.
         subsidiary's ability to manufacture the glass used by Erie's worldwide
         manufacturing operations, including delays encountered in connection
         with the periodic rebuild of the sheet glass furnace and furnace
         malfunctions at a time when inventory levels are not sufficient to
         sustain Erie's flat glass operations.

-        Factors affecting our ability to hire and retain competent employees,
         including unionization of our non-union employees and changes in
         relationships with our unionized employees.

-        The risk of strikes or other labor disputes at those locations which
         are unionized which could affect our operations.

-        Factors affecting our ability to continue manufacturing and selling
         those of our products that are subject to regulation by the United
         States Food and Drug Administration or other domestic or foreign
         governments or agencies, including the promulgation of stricter laws or
         regulations,



                                       36
<PAGE>   38


         reclassification of our products into categories subject to more
         stringent requirements, or the withdrawal of the approval needed to
         sell one or more of our products.

-        Factors affecting the economy generally, including a rise in interest
         rates, the financial and business conditions of our customers and the
         demand for customers' products and services that utilize Company
         products.

-        Factors relating to the impact of changing public and private health
         care budgets, including reimbursement by private or governmental
         insurance programs, which could affect demand for or pricing of our
         products.

-        Factors affecting our financial performance or condition, including tax
         legislation, unanticipated restrictions on our ability to transfer
         funds from our subsidiaries and changes in applicable accounting
         principles or environmental laws and regulations.

-        The cost and other effects of claims involving our products and other
         legal and administrative proceedings, including the expense of
         investigating, litigating and settling any claims.

-        Factors affecting our ability to produce products on a competitive
         basis, including the availability of raw materials at reasonable
         prices.

-        Unanticipated technological developments, and/or intellectual property
         challenges to our products that result in competitive disadvantages and
         create the potential for impairment of our existing assets.

-        Factors affecting our operations in European countries related to the
         conversion from local legacy currencies to the Euro.

-        Factors affecting our ability to complete the proposed spin-off of the
         Dental Business, including but not limited to a favorable ruling by the
         Internal Revenue Service regarding the tax-free nature of the
         transaction and market conditions favorable to completing the spin-off.

-        Other business and investment considerations that may be disclosed from
         time to time in our Securities and Exchange Commission filings or in
         other publicly available written documents.

      We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.



                                       37
<PAGE>   39


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

RISK MANAGEMENT

    We are exposed to market risk from changes in foreign currency exchange
rates and interest rates. To reduce our risk from these foreign currency rate
and interest rate fluctuations, we occasionally enter into various hedging
transactions. We do not anticipate material changes to our primary market risks
other than fluctuations in magnitude from increased or decreased foreign
currency denominated business activity or floating rate debt levels. We do not
use financial instruments for trading purposes and are not a party to any
leveraged derivatives.

FOREIGN EXCHANGE

    We have, from time to time, used foreign currency options to hedge our
exposure from adverse changes in foreign currency rates. Our foreign currency
exposure exists primarily in the Euro, Danish Krone and the Japanese Yen values
versus the U.S. dollar. Hedging is accomplished by the use of foreign currency
options, and the gain or loss on these options is used to offset gains or losses
in the foreign currencies to which they pertain. Hedges of anticipated
transactions are accomplished with options that expire on or near the maturity
date of the anticipated transactions. In November 1999 we entered into nine
foreign currency options to hedge our exposure to each of the aforementioned
currencies.

    In 2000, we expect our exposure from our primary foreign currencies to
approximate the following:

<TABLE>
<CAPTION>
                                                ESTIMATED
                                          EXPOSURE DENOMINATED            ESTIMATED
                                            IN THE RESPECTIVE             EXPOSURE
      CURRENCY                              FOREIGN CURRENCY           IN U.S. DOLLARS
      --------                              ----------------           ---------------
                                            (IN THOUSANDS)
<S>                                       <C>                          <C>
      Euro (EUR)                               42,000 EUR                 $ 44,520
      Danish Krone (DKK)                       87,400 DKK                   12,485
      Japanese Yen (JPY)                      800,000 JPY                    7,619

</TABLE>


    As a result of these anticipated exposures, in November 1999 we entered into
a series of options expiring at the end of the second, third and fourth quarters
of 2000 to protect ourselves from possible detrimental effects of foreign
currency fluctuations. We accomplished this by taking approximately one-fourth
of the exposure in each of the foreign currencies listed above and purchasing a
put option on that currency (giving us the right but not the obligation to sell
the foreign currency at a predetermined rate). We purchased put options on the
foreign currencies at amounts approximately equal to our quarterly exposure. The
EUR and DKK options expire on a quarterly basis, at an exchange rate
approximately equal to the spot exchange rate at the date of purchase for each
of the respective currencies. The JPY options expire on a quarterly basis at an
exchange rate approximately equal to the prior year's respective quarters actual
exchange rate. In the second quarter, two of the options were sold and the third
expired worthless, in aggregate netting a gain of $0.7 million. In the third
quarter, two of the options were sold



                                       38
<PAGE>   40


and the third expired worthless, in aggregate netting a gain of $0.9 million. In
November 1999, we acquired the following put options:

<TABLE>
<CAPTION>
      NOTIONAL                                    OPTION               STRIKE
      CURRENCY             AMOUNT(A)          EXPIRATION DATE           PRICE        PRICE(B)
      --------             ---------          ---------------           -----        --------
                                          (In thousands, except strike prices)
<S>                        <C>                <C>                      <C>           <C>
      EUR                   10,500            March 29, 2000           $ 250           .9524
      EUR                   10,500            June 28, 2000              297           .9524
      EUR                   10,500            September 26, 2000         329           .9524
      DKK                   21,850            March 29, 2000              88            7.00
      DKK                   21,850            June 28, 2000              103            7.00
      DKK                   21,850            September 26, 2000         114            7.00
      JPY                  200,000            March 29, 2000               9          116.00
      JPY                  200,000            June 28, 2000               10          120.00
      JPY                  200,000            September 26, 2000          24          115.00

</TABLE>


----------
(a)  Amounts expressed in units of foreign currency.
(b)  Amounts expressed in foreign currency per U.S. dollar.

    Our exposure in terms of these options is limited to the purchase price. To
illustrate this, the following example uses the Euro contract due to expire at
September 26, 2000.


<TABLE>
<CAPTION>
      EUR EXCHANGE                            GAIN/(LOSS)               GAIN/(LOSS)
          RATE                               ON OPTION (A)       FROM PRIOR YEAR RATE (B)     NET GAIN/(LOSS)
     -------------                           -------------       ------------------------     ---------------
                                                          (IN THOUSANDS, EXCEPT EXCHANGE RATE)
<S>                                          <C>                 <C>                          <C>
          .90                                  $ (329)                     $ 659                   $ 330
          .95                                    (329)                        45                    (284)
          1.0                                     196                       (507)                   (311)

</TABLE>


----------

(a)  Calculated as (notional amount/strike price) - (notional amount/exchange
     rate) - premium paid, with losses limited to the premium paid on the
     contract.
(b)  Calculated as (notional amount/exchange rate) - (notional amount/prior year
     exchange rate of .9539).

INTEREST RATES

    We use interest rate swaps to reduce our exposure to interest rate
movements. Our net exposure to interest rate risk consists of floating rate
instruments whose interest rates are determined by the Eurodollar Rate. Interest
rate risk management is accomplished by the use of swaps to create fixed
interest rate debt by resetting Eurodollar Rate loans concurrently with the
rates applying to the swap agreements. At June 30, 2000 we had floating rate
debt of approximately $922.3 million of which a total of $383.5 million was
swapped to fixed rates. The net interest rate paid by the Company is
approximately equal to the sum of the swap agreement rate plus the applicable
Eurodollar Rate Margin. In the first nine months of fiscal 2000, the Tranche A
and Revolver Eurodollar Rate Margins were .75%. The Tranche B Eurodollar Margin,
which became applicable on July 29, 1999, was 2.0%. The swap agreement rates and
durations as of June 30, 2000 are as follows:



                                       39
<PAGE>   41

<TABLE>
<CAPTION>
    EXPIRATION DATE        NOTIONAL AMOUNT           SWAP AGREEMENT DATE              SWAP AGREEMENT RATE
    ---------------        ---------------           -------------------              -------------------
<S>                        <C>                       <C>                              <C>
    February 7, 2001         $50 million               August 7, 1997                       5.910%
    August 7, 2001           $50 million               August 7, 1997                       5.900%
    September 10, 2001       $50 million               December 8, 1995                     5.623%
    December 31, 2001        $8.5 million              March 24, 1999                       5.500%
    June 8, 2002             $50 million               December 8, 1995                     5.500%
    July 31, 2002            $75 million               May 7, 1997                          6.385%
    July 31, 2002            $50 million               October 23, 1998                     4.733%
    October 1, 2002          $50 million               October 1, 1999                      6.260%

</TABLE>


    In addition to the aforementioned swaps, on September 29, 1999, the Company
entered into a repurchase agreement in which we purchased a United States
Treasury Bond ("Treasury") with a par value of $50 million, an interest rate of
6.15% and a maturity date of August 15, 2029. Concurrent with the purchase of
the Treasury, the Company lent the security to an unrelated third party for a
period of 23 years. In exchange for the loaned Treasury, the Company has
received collateral equal to the market value of the Treasury on the date of the
loan, and adjusted on a weekly basis. For a period of five years the Company is
obligated to pay a rebate on the loaned collateral at an annual fixed rate of
6.478% and is entitled to receive a fee for the loan of the security at a
floating rate equal to LIBOR minus .75%. Thereafter, the Company is required to
pay the unrelated third party a collateral fee equal to the one-week general
collateral rate of interest (as determined weekly in good faith by the unrelated
third party, provided that such rate shall not exceed the federal funds rate in
effect as of the day of determination plus .25%).

    The model below quantifies the Company's sensitivity to interest rate
movements as determined by the Eurodollar Rate and the effect of the interest
rate swaps which reduce that risk. The model assumes a) a base Eurodollar Rate
of 6.75% (the "Eurodollar Base Rate") which approximates the June 30, 2000 three
month Eurodollar Rate, b) the Company's floating rate debt is equal to it's June
30, 2000 floating rate debt balance of $922.3 million, c) the Company pays
interest on floating rate debt equal to the Eurodollar Rate + 75 basis points,
d) the Company has interest rate swaps (including the repurchase agreement) with
a notional amount of $433.5 million (equal to the notional amount of the
Company's interest rate swaps at June 30, 2000), and e) the Eurodollar Rate
varies by 10% of the Base Rate.

<TABLE>
<CAPTION>

                                      INTEREST EXPENSE INCREASE FROM A 10%      INTEREST EXPENSE DECREASE FROM A 10%
ANNUAL INTEREST RATE EXPOSURE         INCREASE IN THE EURODOLLAR BASE RATE      DECREASE IN THE EURODOLLAR BASE RATE
-----------------------------         ------------------------------------      ------------------------------------

<S>                                   <C>                                       <C>
Without interest rate swaps:                         $6.2 million                       ($6.2 million)
With interest rate swaps:                            $3.3 million                       ($3.3 million)

</TABLE>



                                       40
<PAGE>   42


PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

   (a)   EXHIBITS:

         See the Exhibit Index following the Signature page in this report,
         which is incorporated herein by reference.

   (b)   REPORTS ON FORM 8-K:

         A Form 8-K dated as of April 24, 2000, was filed on April 25, 2000, to
report, under Item 5, the planned spin-off of the Company's dental group. A copy
of the Company's Press Release dated April 24, 2000, was filed as an exhibit.

         A Form 8-K dated as of June 26, 2000 was filed on June 26, 2000, to
report, under Item 5, the expected earnings shortfall for the Company's third
and fourth quarters of fiscal 2000. A copy of the Company's Press Release dated
June 26, 2000, was filed as an exhibit.





                                       41
<PAGE>   43


                                   SIGNATURES

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


                                    SYBRON INTERNATIONAL CORPORATION
                                    --------------------------------
                                    (Registrant)



Date:  August 22, 2000              /s/ Dennis Brown
----------------------              -----------------
                                    Dennis Brown
                                    Vice President - Finance, Chief
                                    Financial Officer & Treasurer*



                                    *  executing as both the principal financial
                                       officer and the duly authorized officer
                                       of the Company.





                                       42
<PAGE>   44

                        SYBRON INTERNATIONAL CORPORATION
                               (THE "REGISTRANT")
                          (COMMISSION FILE NO. 1-11091)

                                  EXHIBIT INDEX
                              TO AMENDMENT NO. 1 TO
        QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000



                                                INCORPORATED
EXHIBIT                                         HEREIN BY          FILED
NUMBER      DESCRIPTION                         REFERENCE TO       HEREWITH


27.1        Amended Financial Data Schedule                           X








                                      EI-1