<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

                                 AMENDMENT NO. 1

                                       TO

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended December 31, 1998

                                       or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from       to
                                          -------  -------

Commission File Number: 1-11091

                        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 February 9, 1999 there were 103,254,043 shares of the Registrant's
Common Stock, par value $0.01 per share, outstanding.


                                       1
<PAGE>   2


                SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES


<TABLE>
<CAPTION>
                  Index                                                                          Page
-----------------------------------------                                                        ----

<S>                                                                                              <C>
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Consolidated Balance Sheets, December 31, 1998
  and September 30, 1998 (unaudited)                                                               2

Consolidated Statements of Income for the three months
  ended December 31, 1998 and 1997 (unaudited)                                                     3

Consolidated Statements of Shareholders' Equity for the year ended September 30,
  1998 and the three months ended December 31, 1998 (unaudited)                                    4

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

Notes to Unaudited Consolidated Financial Statements                                               6

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                26

PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                                 29

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                       29

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                          30

SIGNATURES                                                                                        31
</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 December 31, 1998, as amended to reflect amendments to the following
     items of it's initial filing: Part I Item 1 (Financial Statements), Item 2
     (Management's Discussion and Analysis of Financial Condition and Results of
     Operations and Item 3 (Quantitative and Qualitative Disclosures About
     Market Risk) and Part II Item 6 (Exhibits and Reports on Form 8-K.)


<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)

<TABLE>
<CAPTION>
                               ASSETS
                                                                          December 31,      September 30,
                                                                              1998                1998
                                                                          ------------      -------------
<S>                                                                       <C>               <C>
Current assets:
  Cash and cash equivalents.......................................          $   21,750         $   23,891
  Accounts receivable (less allowance for doubtful
    receivables of $6,158 and $5,693, respectively)...............             182,247            192,657
  Inventories (note 2)............................................             176,560            165,793
  Deferred income taxes...........................................              25,478             30,305
  Net assets held for sale (note 8)...............................              50,649             51,562
  Prepaid expenses and other current assets.......................              18,679             17,429
                                                                             ---------          ---------
       Total current assets.......................................             475,363            481,637
                                                                             ---------          ---------
Property, plant and equipment net of accumulated depreciation
    of $192,318 and $178,048, respectively........................             227,140            222,758
Intangible assets.................................................             854,815            817,058
Deferred income taxes.............................................              14,718             15,242
Other assets......................................................               6,451              8,848
                                                                             ---------          ---------
       Total assets...............................................          $1,578,487         $1,545,543
                                                                             =========          =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable................................................          $   45,233         $   49,713
  Current portion of long-term debt...............................              40,316             39,396
  Income taxes payable............................................              14,451             20,195
  Accrued payroll and employee benefits...........................              31,427             39,950
  Restructuring reserve (note 6)..................................               6,373              7,609
  Reserve for discontinued operations.............................               3,574             12,201
  Deferred income taxes...........................................              10,128              9,072
  Other current liabilities.......................................              34,387             37,785
                                                                             ---------          ---------
      Total current liabilities...................................             185,889            215,921
                                                                             ---------          ---------
Long-term debt....................................................             828,347            790,089
Deferred income taxes.............................................              49,570             50,564
Other liabilities.................................................              12,863             13,912
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 103,155,459 and 102,902,496 shares, respectively              1,032              1,029
  Equity Rights,  50 rights at $1.09 per right....................                 -                  -
  Additional paid-in capital......................................             237,731            234,069
  Retained earnings...............................................             284,507            260,647
  Cumulative foreign currency translation adjustment..............             (21,452)           (20,688)
  Treasury common stock, 220 shares at cost ......................                -                  -
                                                                             ---------          ---------
       Total shareholders' equity.................................             501,818            475,057
                                                                             ---------          ---------
       Total liabilities and shareholders' equity.................          $1,578,487         $1,545,543
                                                                             =========          =========
</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
                                                                                December 31,
                                                                             1998             1997
                                                                             ----             ----

<S>                                                                       <C>              <C>
Net sales.............................................                    $248,330         $214,820
Cost of sales:
   Cost of product sold...............................                     122,562          103,183
   Depreciation of purchase accounting adjustments....                         167              165
                                                                           -------          -------

Total cost of sales...................................                     122,729          103,348
                                                                           -------          -------

Gross profit..........................................                     125,601          111,472

Selling, general and administrative expenses..........                      62,771           57,810
Merger, transaction and integration expenses
 (note 7).............................................                       2,691              -
Depreciation and amortization of purchase
 accounting adjustments...............................                       7,260            6,077
                                                                           -------          -------

Operating income......................................                      52,879           47,585
                                                                           -------          -------

Other income (expense):
   Interest expense...................................                     (14,116)         (13,275)
   Amortization of deferred financing fees............                         (80)             (53)
   Other, net.........................................                         242              (57)
                                                                           -------          -------

Income before income taxes and discontinued
 operations ..........................................                      38,925           34,200

Income taxes..........................................                      15,604           13,386
                                                                           -------          -------
Income from continuing operations.....................                      23,321           20,814

Income from discontinued operations (net of income tax
 of $385 and $780) (note 8)...........................                         539            1,132
                                                                           -------          -------

Net income............................................                   $  23,860         $ 21,946
                                                                           =======          =======

Basic earnings per common share from continuing
 operations...........................................                       $ .23            $ .20
Discontinued operations...............................                          --              .02
                                                                               ---              ---
Basic earnings per share..............................                       $ .23            $ .22
                                                                               ===              ===

Diluted earnings per common share from continuing
 operations...........................................                       $ .22            $ .20
Discontinued operations...............................                         .01              .01
                                                                               ---              ---
Diluted earnings per common share.....................                       $ .23            $ .21
                                                                               ===              ===
</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, 1998
                  AND THE THREE MONTHS ENDED DECEMBER 31, 1998
                                   (UNAUDITED)
                        (IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                                                                                           CUMULATIVE
                                                                                             FOREIGN
                                                                 ADDITIONAL                 CURRENCY    TREASURY         TOTAL
                                             COMMON     EQUITY    PAID-IN     RETAINED     TRANSLATION   COMMON      SHAREHOLDERS'
                                             STOCK      RIGHTS    CAPITAL     EARNINGS     ADJUSTMENT     STOCK          EQUITY
                                            ---------   ------   ----------   --------     ----------   --------     -------------

<S>                                         <C>         <C>     <C>           <C>          <C>          <C>          <C>
Balance at  September 30, 1997...........   $   1,014   $ --    $ 212,664     $ 189,965    $ (24,981)   $      (1)   $ 378,661
Shares issued in connection
 with the exercise of 1,445,760
 stock options...........................          15     --       12,970           --           --           --        12,985
Conversion of 200 equity rights to 872
 shares of common stock..................         --      --          --             (1)         --             1          --
Tax benefits related to stock options....         --      --        7,291           --           --           --         7,291
Dividends paid by "A" Company
  prior to the merger....................         --      --          314          (479)         --           --          (165)
Dividends paid by Pinnacle Products of
  Wisconsin prior to the merger..........         --      --          --         (4,682)         --           --        (4,682)
Shares issued related to a deferred
  compensation plan of "A" Company.......         --      --          830           --           --           --           830
Net income (Unaudited)...................         --      --          --         75,844          --           --        75,844
Cumulative foreign currency
 translation adjustment..................         --      --          --            --         4,293          --         4,293
                                            ---------   -----   ---------     ---------    ---------    ---------    ---------
Balance at September 30, 1998               $   1,029   $ --    $ 234,069     $ 260,647    $ (20,688)   $     --     $ 475,057
                                            =========   =====   =========     =========    =========    =========    =========
Shares issued in connection
 with the exercise of 252,963
 stock options...........................           3     --        2,233           --           --           --         2,236
Tax benefits related to stock options....         --      --        1,429           --           --           --         1,429
Net income (Unaudited)...................         --      --          --         23,860          --           --        23,860
Cumulative foreign currency
 translation adjustment..................         --      --          --            --          (764)         --          (764)
                                            ---------   -----   ---------     ---------    ---------    ---------    ---------
Balance at December 31, 1998                $   1,032   $ --    $ 237,731     $ 284,507    $ (21,452)   $     --     $ 501,818
                                            =========   =====   =========     =========    =========    =========    =========
</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>
                                                                                                 Three Months Ended
                                                                                                       December 31,
                                                                                               1998                 1997
                                                                                               ----                 ----
         Cash flows from operating activities:
<S>                                                                                         <C>                   <C>
          Net income................................................................        $  23,860             $ 21,946
          Adjustments to reconcile net income to net cash provided by operating
            activities:
           Depreciation.............................................................            8,542                7,488
           Amortization.............................................................            7,292                6,104
           Provision for losses on doubtful accounts................................              294                  (95)
           Inventory provisions.....................................................              313                 (629)
           Deferred income taxes....................................................           (5,413)                  92
              Changes in assets and liabilities:
           Decrease in accounts receivable..........................................           14,484                2,937
           Increase in inventories..................................................           (7,413)              (8,419)
           Decrease (increase) in prepaid expenses and other current assets.........            3,306               (5,587)
           Increase (decrease) in accounts payable..................................           (6,156)                 635
           Increase (decrease) in income taxes payable..............................           (4,628)               2,751
           Decrease in accrued payroll and employee benefits........................           (9,580)              (6,334)
           Decrease in reserve for discontinued operations..........................           (8,627)                   -
           Decrease in restructuring reserve........................................           (1,236)                   -
           Increase in other current liabilities...................................             2,802                2,901
           Net change in other assets and liabilities...............................              644               10,763
                                                                                             --------              -------
           Net cash provided by operating activities................................           18,484               34,553

         Cash flows from investing activities:
           Capital expenditures.....................................................           (6,007)              (9,221)
           Proceeds from sales of property, plant, and equipment....................              115                1,729
           Net payments for businesses acquired.....................................          (54,059)             (53,287)
                                                                                             --------              --------
            Net cash used in investing activities...................................          (59,951)             (60,779)

         Cash flows from financing activities:
          Proceeds - revolving credit facility......................................           79,700               82,800
          Principal payments - revolving credit facility............................         (127,700)             (42,400)
          Principal payments on long-term debt......................................          (10,602)              (9,608)
          Proceeds from the exercise of common stock options........................            2,236                2,870
          Deferred financing fees...................................................               (5)                 -
          Other.....................................................................            1,634               (3,580)
                                                                                             --------              -------
           Net cash provided by financing activities................................           41,263               30,082

         Effect of exchange rate changes on cash....................................           (1,937)                (755)
         Net increase (decrease) in cash and cash equivalents.......................           (2,141)               3,101
         Cash and cash equivalents at beginning of year.............................           23,891               18,003
                                                                                             --------              -------
         Cash and cash equivalents at end of period.................................        $  21,750               21,104
                                                                                             ========              =======

         Supplemental disclosures of cash flow information:
          Cash paid during the period for interest..................................        $  15,019             $ 14,076
          Cash paid during the period for income taxes..............................           14,446                6,924
          Capital lease obligations incurred........................................              145                  165
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       5

<PAGE>   7

                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. All such adjustments were of a normal recurring nature. The
     results for the three month period ended December 31, 1998 are not
     necessarily indicative of the results to be expected for the full year.
     Certain amounts from the three month period ended December 31, 1997, as
     originally reported, have been reclassified to conform with the three month
     period ended December 31, 1998 presentation.

     All prior period data has been adjusted to reflect the results of LRS
     Acquisition Corp. ("LRS"), the parent of "A" Company Orthodontics ('"A"
     Company'), and Pinnacle Products of Wisconsin, Inc. ("Pinnacle"), which
     merged with subsidiaries of the Company on April 9, 1998 and October 29,
     1998, respectively. The results of LRS and Pinnacle, each of whose merger
     was accounted for as a pooling of interests, were combined with the
     Company's previously reported results as if the mergers occurred as of the
     beginning of all reported periods.

     In addition, all prior period data has been adjusted to reflect the
     reclassification of the businesses of Nalge Process Technologies Group,
     Inc. ("NPT") to discontinued operations. (See note 8)

2.   Inventories at December 31, 1998 consist of the following:

                                              (In thousands)

     Raw materials                              $ 53,577
     Work-in-process                              32,903
     Finished goods                               96,432
     LIFO Reserve                                 (6,352)
                                                --------
                                                $176,560
                                                ========

3.   Effective October 1, 1998, the Company adopted Statement of Financial
     Accounting Standards No. 130, Reporting Comprehensive Income ("SFAS 130").
     SFAS 130 requires the reporting of comprehensive income in addition to net
     income from operations. Comprehensive income is a more inclusive financial
     reporting methodology that includes disclosure of certain financial
     information that historically has not been recognized in the calculation of
     income.


                                       6
<PAGE>   8


     Comprehensive income and the components of comprehensive income (loss) for
     the three-month periods ended December 31, 1998 and 1997 are as follows:
     (In thousands)

                                                      Three months ended
                                                           December 31,
                                                       1998             1997
                                                       ----             ----
      Net income                                    $ 23,860          $21,946
      Other comprehensive income (loss)
        Foreign currency translation                    (764)            (134)
                                                      ------           ------
      Comprehensive income                          $ 23,096          $21,812
                                                      ======           ======

4.   Acquisitions completed in the first quarter of fiscal 1999 are as follows:

     (a)  On October 2, 1998, a subsidiary of Sybron Laboratory Products
          Corporation ("SLPC") purchased Invitro Scientific Products, Inc.
          ("IVSP"), which is located in St. Louis, Missouri and produces roller
          bottles and packaging containers used in biological production
          facilities to manufacture vaccines, pharmaceuticals, and other
          reagents. IVSP's annual sales are approximately $5 million.

     (b)  On October 13, 1998, SLPC acquired the stock of Corning Samco
          Corporation ("Samco"), which is located in San Fernando, California.
          Samco is a leading manufacturer of disposable plastic products used to
          store and transfer small amounts of liquids in the laboratory. The two
          major products are transfer pipettes and specimen containers. Samco
          had net sales of approximately $23 million in calendar year 1997.

     (c)  On October 29, 1998, Sybron completed the merger of Pinnacle Products
          of Wisconsin, Inc. ("Pinnacle") and a subsidiary of Sybron formed for
          that purpose (the "Pinnacle Merger") and a related purchase of real
          estate used in Pinnacle's operations. Pinnacle is a manufacturer of
          dental disposal infection control products with annual sales of
          approximately $12 million.

          Under the terms of the merger agreement and the related real estate
          purchase agreement the Pinnacle shareholder received 1,897,418 shares
          of the Company's common stock, including 50,461 shares for the
          purchase of the real estate owned by the shareholder and used in the
          operations of Pinnacle. The Pinnacle Merger and related real estate
          transaction was valued at approximately $46.0 million (based on the
          Company's closing price on October 29, 1998).

          The merger was structured as a tax-free reorganization and has been
          accounted for as a pooling of interests. Accordingly, the Company's
          historical financial information has been restated to include the
          financial results of Pinnacle.


                                       7
<PAGE>   9



          Results of the Company and Pinnacle before and after giving effect to
          the Pinnacle Merger are as follows:

<TABLE>
<CAPTION>
                                                                Three Months Ended             Three Months Ended
                                                                 December 31, 1998              December 31, 1997
                                                                 -----------------              -----------------

                                                                                  (Unaudited)
                                                                                 (In thousands)
<S>                                                              <C>                            <C>
           Total net sales:

           The Company                                                $244,802                      $211,801
           Pinnacle                                                      3,528                         3,019
                                                                       -------                       -------
           The Company, giving effect to the merger                   $248,330                      $214,820
                                                                       =======                       =======

           Net income:

           The Company                                                $ 22,719                      $ 21,204
           Pinnacle (i)                                                  1,141                           742
                                                                       -------                        ------
           The Company, giving effect to the merger                   $ 23,860                      $ 21,946
                                                                       =======                        ======
</TABLE>
           ----------

           (i) Prior to the merger, Pinnacle was an S corporation and,
           therefore, income tax expense was not reflected in its historical net
           income. A Pro forma adjustment to net income of $0.5 million is
           reflected in the three month period ended December 31, 1997.

      (d) On November 2, 1998, a subsidiary of SLPC purchased certain assets of
      the Pacofin Intersep Filtration Products business from Pacofin Ltd. The
      business, located in Wokingham, England and to be consolidated with Nalge
      Nunc International operations, produces ultra filtration products.
      Intersep's annual sales are approximately $0.9 million.

      Acquisitions completed after the first quarter of fiscal 1999 are as
      follows:

      (a) On January 5, 1999, a subsidiary of SLPC acquired the assets of
          Scientific Resources, Inc. ("SRI"), a producer and distributor of
          chromatography supplies located in Eatontown, New Jersey. SRI's
          principal products are vials, caps and septa, and disposable products
          used mainly in gas chromatography and high pressure liquid
          chromatography applications. SRI sells mainly to analytical chemistry
          laboratories in the pharmaceutical, environmental, chemical, food,
          forensic, academic and energy industries. Annual sales are
          approximately $4.5 million.

      (b) On January 6, 1999, a subsidiary of SLPC acquired certain operating
          assets of Rascher & Betzold, Inc., a manufacturer of high
          precision-grade hydrometers, thermometers and scientific glassware
          located in Chicago, Illinois. Annual sales are approximately $0.1
          million.


                                       8

<PAGE>   10

      (c) On January 6, 1999, a subsidiary of SLPC acquired the assets of
          Laboratory Devices, Inc. ("LDI"), a manufacturer of melting point
          apparatus and other constant temperature laboratory equipment. LDI's
          annual sales are approximately $1.0 million.

      (d) On January 7, 1999, a subsidiary of SLPC acquired the HistoScreen(R)
          and HistoGel(TM) product lines of Perk Scientific. These products,
          with annual sales of approximately $1.0 million, are used for handling
          small tissue specimens during histology processing.

      (e) On January 22, 1999, SLPC acquired Molecular BioProducts, Inc.
          ("MBP"), located in San Diego, California. MBP is one of the leading
          manufacturers of disposable liquid handling products used in molecular
          biology and life science markets. MBP's annual sales are approximately
          $19.0 million.

      (f) On February 3, 1999, a subsidiary of SLPC acquired Stahmer, Weston &
          Co., Inc. ("Stahmer Weston") located in Portsmouth, New Hampshire.
          Stahmer Weston produces a line of hand care products for health care
          workers and a line of specimen container products. Annual sales are
          approximately $3.0 million.

     All of the acquisitions, except for the merger with Pinnacle, were made for
     cash and are being accounted for as purchases with the results of the
     acquired entity being included in the Company's financial statements from
     the date of the acquisition.

5.   On January 30, 1998 the Company announced a two-for-one stock split in the
     form of a 100 percent stock dividend (one share of stock for each
     outstanding share of stock), which was distributed on February 20, 1998, to
     shareholders of record at the close of business on February 12, 1998. The
     financial results for all periods presented have been restated to reflect
     this change.

6.   In June 1998, the Company recorded a restructuring charge of approximately
     $24.0 million (approximately $16.7 million after tax or $.16 per share on a
     diluted basis) for the rationalization of certain acquired companies,
     combination of certain production facilities, movement of certain customer
     service and marketing functions, and the exiting of several product lines.
     The restructuring charge was originally classified as components of cost of
     sales (approximately $6.4 million relating entirely to the write-off of
     inventory), selling, general and administrative expenses (approximately
     $16.9 million) and income tax expense (approximately $0.7 million). Upon
     reclassifying NPT to a discontinued operation in December, 1998,
     approximately $0.3 million and $0.6 million were reclassified from cost of
     sales and selling, general and administrative expenses to discontinued
     operations. In addition in the September 30, 1998 balance sheet,
     approximately $0.4 million of the remaining restructuring reserve at NPT
     was reclassified from restructuring reserve to net assets held for sale.
     Activity with respect to the restructuring charge since June 1998 is as
     follows:


                                       9
<PAGE>   11



     Restructuring activity and components are as follows:

<TABLE>
<CAPTION>
                                          Shut-  Inventory
                               Lease       down    Write-   Fixed                            Contractual
                Severance(a)  Pymts.(b)  Costs(b)  off(c)  Assets(c)   Tax(d)  Goodwill(e)  Obligations(f)  Other   Total
                ------------  ---------  -------- -------  ---------   ------  -----------  --------------  -----   -----

<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              1,100        --        --       --        --        --         --           100         100    1,300

Adjustments(g)           --        --        --       --        --        --         --            --         400      400
                     ------      ----      ----   ------    ------      ----      ------       ------      ------  -------

December 31,
  1998
  balance            $4,100      $300      $400       --        --      $700         --          $500       $300    $6,300
                     ======      ====      ====   ======    ======      ====      ======         ====       ====    ======
</TABLE>



     (a) Amounts represent severance and termination costs for approximately 165
         notified employees (primarily sales and marketing personnel). All of
         these termination benefits were charged to selling general and
         administrative expenses. As of December 31, 1998, 139 employees were
         terminated as a result of the plan to terminate employees. No
         significant adjustments were made to the liability.
     (b) Amounts represent lease payments and shutdown costs on exited
         facilities.
     (c) Amounts represent write-offs of inventory and fixed assets associated
         with discontinued product lines.
     (d) Amounts consist of a statutory tax relating to transferring assets from
         a sales office in Zurich, Switzerland to Amsterdam, Netherlands.
     (e) Amounts consist of goodwill associated with exited product lines
         primarily associated with SLPC.
     (f) Amounts consist of contractual obligations, primarily associated with
         Sybron Dental Specialties, Inc.
     (g) Amounts represent reserves associated with NPT which were reclassified
         to discontinued operations.

     The Company expects to make future cash payments of approximately $2,800,
     $2,200 and $500 in the second, third and fourth quarters of fiscal 1999,
     respectively and approximately $800 in fiscal 2000 and beyond.

     The actions associated with the SLPC and Sybron Dental Specialties,
     Inc.("SDS") restructuring are expected to eliminate annual costs of $5.3
     million and $11.0 million, respectively. The savings at SLPC were revised
     from the original estimate of $6.1 million to eliminate savings associated
     with Nalge Process Technologies Group, Inc., a discontinued operation.

     Savings at SLPC were projected to result from: i) reduced salaries and
     related expenses associated with the elimination of duplicative sales,
     marketing and administrative personnel at Nalge Nunc International
     (approximately $2.5 million), ii) reduced salaries and related expenses
     from consolidating sales, marketing and administrative personnel at Remel
     Inc. and Alexon Trend (approximately $1.2 million), iii) reduced salaries
     and related expenses associated with eliminating duplicative sales
     personnel due to product line consolidation at Owl Separation Systems, Inc.
     (approximately $0.7


                                       10

<PAGE>   12
     million), iv) reduced salaries and related expenses associated with
     eliminating duplicative sales, marketing and administrative personnel at
     Nalge Process Technologies Group, Inc. (approximately $0.6 million), v)
     reduced salaries and related expenses associated with eliminating
     duplicative sales, information systems and marketing personnel at Barnstead
     Thermolyne Corporation (approximately $0.5 million), vi) reduced salaries
     and related expenses associated with eliminating duplicative sales and
     administrative functions at other SLPC locations (approximately $0.4
     million) and vii) rent and related facility costs at Sani-Tech
     (approximately $0.2 million).

     Savings at SDS were projected to result from: i) reduced salaries and
     related employee expenses associated with a reduction in the number of
     sales representatives (approximately $2.9 million), ii) the elimination of
     duplicative costs associated with combining the SDS sales office located in
     Zurich, Switzerland into an existing "A" Company facility in the
     Netherlands (approximately $2.4 million), iii) a reduction in marketing,
     accounting and information technology, customer service, administrative and
     legal costs resulting from the elimination of duplicative functions at "A"
     Company and SDS (approximately $1.5 million, $0.8 million, $0.3 million,
     $0.1 million and $0.1 million, respectively), iv) a reduction of salaries
     and related expenses associated with the elimination of executive staff and
     Directors fees at "A" Company (approximately $1.7 million), v) the
     anticipation of subleasing the "A" Company administrative facility after
     moving administrative functions into SDS's existing facility in Orange,
     California (approximately $0.6 million), vi) the elimination of duplicative
     costs associated with combining a research and development office in
     Michigan with an existing research and development office in Orange,
     California (approximately $0.3 million) and vii) costs associated with
     combining a Japanese sales office into an existing Japanese sales office
     (approximately $ 0.3 million).

     The initial period of savings began in the third quarter of fiscal 1998. At
     that time the Company estimates it saved approximately $0.7 million (or
     $2.8 million on an annualized basis). In the fourth quarter of fiscal 1998,
     the Company estimates it saved approximately $3.1 million (or $12.4 million
     on an annualized basis). Other than the revision resulting from the sale of
     NPT, actual savings to date have been in line with management's
     expectations. We do not anticipate and have not experienced to date,
     significant offsets to savings in either increased expenses or reduced
     revenues.

     In the first quarter of fiscal 1999, the Company estimates it saved
     approximately $3.7 million (or $14.8 million on an annualized basis).


7.   In the quarter ended December 31, 1998, the Company incurred approximately
     $2.7 million ($1.6 million after tax or $.02 per share on a diluted basis)
     of costs associated with the Pinnacle Merger and the integration of "A"
     Company, a subsidiary of LRS. Approximately $2.0 million of these charges
     were related to the Pinnacle Merger and consisted of non-shareholder
     compensation of $1.9 million and other transaction expenses of
     approximately $0.1 million. The remaining $0.7 million related to ongoing
     merger and integration expenses associated with the LRS Merger. The Company
     expects to incur an estimated additional $0.6 million before taxes in both
     the second and third quarters of fiscal 1999.

8.   On January 22, 1999, Sybron announced plans to conclude negotiations to
     sell NPT, and on February 10, 1999, announced Nalge Nunc International
     Corporation had signed an agreement to sell NPT to Norton Performance
     Plastics Corporation. Completion of the sale is subject to obtaining
     necessary


                                       11

<PAGE>   13

     governmental approvals. As set forth in footnote 1 above, all prior period
     data has been adjusted to reflect the reclassification of NPT to
     discontinued operations. The Company expects to record the gain on the sale
     of NPT as an extraordinary item.

     Sales from NPT were $10.3 million and $12.8 million in the quarters ended
     December 31, 1998 and 1997, respectively. Certain expenses have been
     allocated to discontinued operations including interest expense which was
     allocated based upon the historical purchase prices and cash flows of the
     companies comprising NPT.

     The components of net assets of discontinued operations included in the
     Consolidated Balance Sheets at September 30 and December 31, 1998 are as
     follows:
<TABLE>
<CAPTION>
                                                                 December  31,                     September 30,
                                                                      1998                             1998
                                                                      ----                             ----
                                                                                 (Unaudited)
                                                                               (In thousands)
<S>                                                              <C>                               <C>
         Cash                                                    $      341                        $    317
         Net account receivables                                      8,402                           8,977
         Net inventories                                             10,250                          10,152
         Other current assets                                           233                             158
         Intangible assets                                           33,377                          33,607
         Property plant and equipment - net                           3,013                           2,930
         Current portion of long term debt                              (29)                            (25)
         Accounts payable                                            (2,619)                         (2,339)
         Accrued liabilities                                         (1,017)                         (1,012)
         Deferred income taxes- net                                  (1,298)                         (1,195)
         Long term debt                                                  (4)                             (8)
                                                                 ----------                        --------
                                                                 $   50,649                        $ 51,562
                                                                 ==========                        ========
</TABLE>

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

GENERAL

        The subsidiaries of the Company are leading manufacturers of value-added
products for the laboratory and professional dental and orthodontic markets in
the United States and abroad. The laboratory businesses are grouped under Sybron
Laboratory Products Corporation ("SLPC"), and the dental and orthodontic
businesses are grouped under Sybron Dental Specialties, Inc. ("SDS"). Their
major product categories and their primary subsidiaries in each category are as
follows:


                                       12
<PAGE>   14



                                      SLPC
                                      ----

<TABLE>
<CAPTION>
Labware and Life Sciences                            Diagnostics and Microbiology
-------------------------                            ----------------------------

<S>                                           <C>
Nalge Nunc International Corporation          Applied Biotech, Inc.
National Scientific Company                          CASCO-NERL Diagnostics Corporation
Nunc A/S                                             Diagnostic Reagents, Inc.
Nalge (Europe), Ltd.                                 Alexon-Trend, Inc.
Molecular BioProducts, Inc.                          Remel Inc.



Clinical and Industrial                              Laboratory Equipment
-----------------------                              --------------------

Erie Scientific Company                              Barnstead Thermolyne Corporation
Chase Scientific Glass, Inc.                         Lab-Line Instruments, Inc.
The Naugatuck Glass Company
Richard-Allan Scientific Company
Samco Scientific Corporation
Gerhard Menzel Glasbearbeitungswerk
       GmbH & Co. K.G.


                                       SDS
                                       ---

Professional Dental                                  Orthodontics
-------------------                                  ------------

Kerr Corporation                                     Ormco Corporation
Beavers Dental Company                               Allesee Orthodontic Appliances, Inc.
Metrex Research Corporation
Pinnacle Products, Inc
</TABLE>

         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 and international growth.

         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.

         Our results for the first quarter of fiscal 1999 contain charges
relating to integration charges associated with the merger with LRS Acquisition
Corp. ("LRS") (the "LRS Merger"), the parent of "A" Company, and transaction
costs associated with the merger with Pinnacle Products of Wisconsin, Inc.
("Pinnacle") (the "Pinnacle Merger"). In addition, because the LRS and Pinnacle
Mergers are each accounted for as a pooling of interests, all prior period data
have been adjusted to reflect the historical results of LRS, "A" Company and
Pinnacle as if the Mergers took place on the first day of the reporting


                                       13

<PAGE>   15

period. In addition, as a result of management's decision to sell Nalge Process
Technologies Group, Inc. ("NPT"), historical financial data relating to NPT have
been reclassified to discontinued operations.

         All results referred to below include the adjustments to the historical
results for the pooling of interest transactions and the discontinued operation,
unless otherwise specifically noted.

         Both our sales and operating income for the quarter ended December 31,
1998 grew over the corresponding prior year period. Net sales for the quarter
ended December 31, 1998 increased by 15.6% over the corresponding fiscal 1998
period. Operating income for the quarter before merger, transaction and
integration related expenses increased by 16.8% over the corresponding fiscal
1998 period.

         Sales growth in the quarter ended December 31, 1998 was strong both
domestically and internationally. Domestic and international sales increased by
17.0% and by 12.7%, respectively, over the corresponding fiscal 1998 period.

         Acquisitions aided sales growth significantly during the quarter
accounting for $24.0 million and $8.9 million of the domestic and international
sales increase, respectively. This quarter showed internal growth of 4.1% prior
to adjustments for the pooling of interest transactions.

         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 four acquisitions in the first quarter of fiscal 1999
and six in the second fiscal quarter through February 3, 1999. (See Note 4 to
the Unaudited Consolidated Financial Statements.)

         Our results of operations include goodwill amortization, other
amortization, and depreciation. These non-cash charges totaled $15.8 million and
$13.6 million for the quarters ended December 31, 1998 and 1997, respectively.
Because our operating results reflect significant depreciation and amortization
expense largely associated with stepped-up assets and goodwill 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 of 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)
acquisition related expenses and (iv) depreciation and amortization, all
determined on a consolidated basis and in accordance with GAAP. Our Adjusted
EBITDA amounted to $71.6 million and $61.1 million, respectively for the
quarters ended December 31, 1998 and 1997, respectively.

         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


                                       14

<PAGE>   16

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.

      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 1997, we decided to employ a series of foreign currency options with a
U.S. dollar notional amount of approximately $13.6 million at a cost of
approximately $0.4 million. Two of these options were sold in the third quarter
of fiscal 1998 for $0.4 million. The remaining options expired worthless in the
fourth quarter of 1998. 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 and the French franc as compared to the third and
fourth quarters of 1997. In October 1998, we again 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 are
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.

RESULTS OF OPERATIONS

QUARTER ENDED DECEMBER 31, 1998 COMPARED TO THE QUARTER ENDED DECEMBER 31, 1997

         NET SALES. Net sales for the three months ended December 31, 1998 were
$248.3 million, an increase of $33.5 million (15.6%) from net sales of $214.8
million for the corresponding three months ended December 31, 1997. Sales in the
laboratory segment were $156.4 million for the three months ended December 31,
1998, an increase of 25.9% from the corresponding 1998 fiscal period. Increased
sales in the laboratory segment resulted primarily from (i) sales of products of
acquired companies, net of a divested product line (approximately $27.9
million), (ii) price increases (approximately $1.7 million), (iii) increased
volume from sales of existing products (approximately $1.6 million), (iv)
increased volume from sales of new products (approximately $1.1 million) and (v)
favorable foreign currency impacts (approximately $0.8 million). Increased sales
in the laboratory segment were partially offset by an unfavorable product mix
(approximately $0.8 million). In the dental segment, net sales were $91.9
million for the three months ended December 31, 1998, an increase of 1.5% from
the corresponding fiscal 1998 period. Increased sales in the dental segment
resulted primarily from (i) sales of products of acquired companies, net of
discontinued product lines (approximately $3.3 million) and (ii) increased
volume from sales of new products (approximately $0.4 million). Increased sales
in the dental segment were partially offset by reduced volume from sales of
existing products (approximately $2.3 million).

         GROSS PROFIT. Gross profit for the three months ended December 31, 1998
was $125.6 million, an increase of 12.7% from gross profit of $111.5 million for
the corresponding fiscal 1998 period. Gross profit in the laboratory segment was
$73.6 million (47.1% of net segment sales), an increase of 24.8% from gross
profit of $59.0 million (47.5% of net segment sales) during the corresponding
fiscal 1998 period. Gross profit in the laboratory segment increased primarily
as a result of (i) the effects of acquired companies


                                       15


<PAGE>   17

(approximately $12.9 million), (ii) price increases (approximately $1.7 million)
and (iii) increased volume (approximately $1.3 million). Increased gross profit
in the laboratory segment was partially offset by (i) increased manufacturing
overhead (approximately $0.9 million) and (ii) an unfavorable product mix
(approximately $0.5 million). In the dental segment, gross profit was $52.0
million (56.5% of net segment sales) for the three months ended December 31,
1998, a decrease of 1.0% from gross profit of $52.5 million (57.9% of net
segment sales) during the corresponding fiscal 1998 period. The changes in gross
profit in the dental segment resulted primarily from (i) the effects of acquired
companies (approximately $1.6 million), (ii) decreased manufacturing overhead
(approximately $1.2 million) and (iii) an improved product mix (approximately
$0.3 million). Increased gross profit was offset by (i) inventory adjustments
(approximately $2.2 million), (ii) reduced volume (approximately $1.1 million)
and (iii) unfavorable foreign currency impacts (approximately $0.3 million).

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the three months ended December 31, 1998 were $72.7
million, (29.3% of net sales) as compared to $63.9 million (29.7% of net sales)
in the corresponding fiscal 1998 period. Selling, general and administrative
expenses prior to merger, transaction and integration expenses for the three
months ended December 31, 1998 were $70.0 million (28.2% of net sales) as
compared to $63.9 million (29.7% of net sales) in the corresponding fiscal 1998
period. General and administrative expenses at the corporate level, including
amortization of purchase accounting adjustments and goodwill associated with
acquisitions, were $5.7 million, representing an increase of 8.6% from $5.2
million in the corresponding fiscal 1998 period. The increase at the corporate
level was primarily due to increased professional service expenses. Selling,
general and administrative expenses at the subsidiary level, including
amortization of intangibles, were $64.4 million (25.9% of net sales),
representing an increase of 9.7% from $58.7 million (27.3% of net sales) in the
corresponding fiscal 1998 period. Increases at the subsidiary level were
primarily due to (i) expenses related to newly acquired businesses
(approximately $5.3 million), (ii) increased general and administrative expenses
(approximately $1.2 million), (iii) increased amortization of intangible assets
related to acquired businesses (approximately $1.2 million) and (iv) increased
research and development expenditures (approximately $0.4 million), partially
offset by (i) a reduction in marketing expense (approximately $1.9 million) and
(ii) favorable foreign currency impacts (approximately $0.5 million).

         OPERATING INCOME. Operating income before merger, transaction and
integration expenses was $55.6 million (22.4% of net sales) for the three months
ended December 31, 1998 compared to $47.6 million (22.2% of net sales) in the
corresponding fiscal 1998 period. Operating income in the laboratory segment was
$34.9 million (22.3% of net segment sales) compared to $27.7 million (22.3% of
net segment sales) in the corresponding fiscal 1998 period. Operating income in
the dental segment was $20.6 million (22.4% of net segment sales) compared to
$19.9 million (21.9% of net segment sales) in the corresponding fiscal 1998
period.

         INTEREST EXPENSE. Interest expense was $14.1 million for the three
months ended December 31, 1998 compared to $13.3 million in the corresponding
fiscal 1998 period. This increase resulted from a higher debt balance primarily
from our acquisition activity. Interest expense for the three months ended
December 31, 1998 and 1997 included additional non-cash interest expense of $0.3
million resulting from the adoption of SFAS No. 106.


                                       16

<PAGE>   18

         INCOME TAXES. Taxes on income increased $2.2 million when compared to
the fiscal 1998 period primarily as a result of increased earnings.

         NET INCOME FROM CONTINUING OPERATIONS. As a result of the foregoing, we
had net income of $23.3 million for the three months ended December 31, 1998
compared to $20.8 million in the corresponding fiscal 1998 period.

         DISCONTINUED OPERATIONS. On January 22, 1999, Sybron announced plans to
conclude negotiations to sell NPT, and on February 10, 1999, announced Nalge
Nunc International Corporation had signed an agreement to sell NPT to Norton
Performance Plastics Corporation. Completion of the sale is subject to obtaining
necessary governmental approvals. As a result of this action, the operations of
NPT have been classified as a discontinued operation and the results have been
reclassified in the financial statements as if NPT had been discontinued on the
first day of the reporting periods. Income from discontinued operations was $0.5
million for the first quarter of fiscal 1999, a decrease of $0.6 million from
the corresponding fiscal 1998 quarter. Based upon the December 31, 1998 balance
sheet of NPT, it is expected that upon consummation of the sale of NPT,
approximately $50.6 million of net assets related to NPT will be removed from
the Company's balance sheet. Proceeds from the sale will be applied to
outstanding debt. In addition, upon consummation of the transaction the Company
expects to report a gain on the sale of NPT in the consolidated statement of
income.

         NET INCOME. As a result of the foregoing, we had net income of $23.9
million for the three months ended December 31, 1998 compared to $21.9 million
in the corresponding fiscal 1998 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 $2.2 million when
compared to the prior year three month period. This increase was primarily due
to the amortization of intangible assets and depreciation of property, plant and
equipment related to acquired companies.

LIQUIDITY AND CAPITAL RESOURCES

         As a result of a 1987 leveraged buyout transaction (the "Acquisition")
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 intangible assets increased by approximately $45.0 million in the first
quarter of fiscal 1999, primarily as a result of continued acquisition activity.
We believe, therefore, that although it is not a GAAP measure and is not a
substitute for GAAP measured earnings and cash flow or an indication of
operating performance or a measure of liquidity, "Adjusted EBITDA" represents a
useful measure of our ability to internally fund our capital requirements.


         Our capital requirements arise principally from indebtedness incurred
in connection with the permanent financing for the Acquisition and our
subsequent refinancings, our working capital needs, primarily related to
inventory and accounts receivable, our capital expenditures, primarily related
to


                                       17

<PAGE>   19

purchases of machinery and molds, the purchase of various businesses and product
lines in execution of our acquisition strategy, payments to be made in
connection with our June 1998 restructuring, and the periodic expansion of
physical facilities. It is currently our intent to pursue our acquisition
strategy. If acquisitions continue at our historical pace, of which there can be
no assurance, we may require financing beyond the capacity of our Credit
Facilities (as defined below). In addition, certain acquisitions previously
completed contain "earnout provisions" requiring further payments in the future
if certain financial results are achieved by the acquired companies.
Approximately $18.5 million of cash was generated from operating activities in
the first quarter of fiscal 1999, a decrease of $16.1 million or 86.9% from the
corresponding 1998 period. Decreased cash flow from operating activities was
primarily from, a payment made in connection with a legal settlement relating to
a discontinued operation (approximately $8.5 million), an increase in taxes paid
(approximately $7.5 million), a decrease in deferred income taxes (approximately
$5.4 million), decreases in other net assets (approximately $2.9 million),
payments made in connection with the restructuring reserve (approximately $1.3
million) and an increase in interest paid (approximately $1.0 million) partially
offset by increased Adjusted EBITDA (approximately $10.5 million). Cash flows
used in investing activities were $60.0 million in the first quarter of fiscal
1999, a decrease of $0.8 million or 1.4% from the corresponding fiscal 1998
period. Decreased cash used in investing activities resulted primarily from
decreased capital expenditures (approximately $3.2 million) partially offset by
decreased proceeds from sales of property plant and equipment (approximately
$1.6 million) and an increase in cash payments for acquiring companies
(approximately $0.8 million). Net cash provided by financing activities
increased by approximately $11.2 million primarily from increased borrowings
under the Company's Credit Facilities described below. With respect to the
restructuring charge of approximately $24.0 million which was recorded in June,
1998, of which approximately $12.6 million represents cash expenditures, as of
December 31, 1998, we have made cash payments of approximately $5.9 million and
reclassified approximately $0.4 million to discontinued operations.
Approximately $6.4 million remains to be paid over the next twelve months.

         The statement contained in the immediately preceding paragraph
concerning our intent to continue to pursue our acquisition strategy is a
forward-looking statement. Our ability to continue our acquisition strategy is
subject to a number of uncertainties, including, but not limited to, our ability
to raise capital beyond the capacity of our Credit Facilities and the
availability of suitable acquisition candidates at reasonable prices. See
"Cautionary Factors" below.

         On July 31, 1995, we entered into a credit agreement (as amended, the
"Credit Agreement") with Chemical Bank (now known as The Chase Manhattan Bank
("Chase")) and certain other lenders providing for a term loan facility of $300
million (the "Term Loan Facility"), and a revolving credit facility of $250
million (the "Revolving Credit Facility") (collectively the "Credit
Facilities"). On the same day, we borrowed $300 million under the Term Loan
Facility and approximately $122.5 million under the Revolving Credit Facility.
Approximately $158.5 million of the borrowed funds were used to finance the
acquisition of the Nunc group of companies (approximately $9.1 million of the
acquisition price for Nunc was borrowed under our previous credit facilities).
The remaining borrowed funds of approximately $264.0 million were used to repay
outstanding amounts, including accrued interest, under our previous credit
facilities and to pay certain fees in connection with such refinancing. On July
9, 1996, under the First Amendment to the Credit Agreement (the "First
Amendment"), the capacity of the Revolving Credit Facility was increased to $300
million, and a competitive bid process was established as an additional option
for us in setting interest rates. On April 25, 1997, we entered into the Second


                                       18

<PAGE>   20

Amended and Restated Credit Agreement (the "Second Amendment"). The Second
Amendment was an expansion of the Credit Facilities. The Term Loan Facility was
restored to $300 million by increasing it by $52.5 million (equal to the amount
previously repaid through April 24, 1997) and the Revolving Credit Facility was
expanded from $300 million to $600 million. On April 25, 1997, we borrowed a
total of $622.9 million under the Credit Facilities. The proceeds were used to
repay $466.3 million of previously existing LIBOR and ABR loans (as defined
below) (including accrued interest and certain fees and expenses) under the
Credit Facilities and to pay $156.6 million with respect to the purchase of
Remel Limited Partnership which includes both the purchase price and payment of
assumed debt. The $72 million of CAF borrowings (as defined below) remained in
place. On July 1, 1998, we completed the First Amendment to the Second Amended
Credit Agreement (the "Additional Amendment"). The Additional Amendment provided
for an increase in the Term Loan Facility of $100 million. On July 1, 1998, we
used the $100 million of proceeds from the Additional Amendment to pay $100
million of existing debt balances under the Revolving Credit Facility. The
Additional Amendment also provides us with the ability to use proceeds from the
issuance of additional unsecured indebtedness of up to $300 million to pay
amounts outstanding under the Revolving Credit Facility without reducing our
ability to borrow under the Revolving Credit Facility in the future.

         Payment of principal and interest with respect to the Credit Facilities
and the Sale/Leaseback (as defined later herein) is anticipated to be our
largest use of operating funds in the future. The Credit Facilities 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 "ABR") or (b) the London interbank offered
rate ("LIBOR") plus 1/2% to 7/8% (the "LIBOR Margin") depending upon the ratio
of our total debt to Consolidated Adjusted Operating Profit (as defined), or (c)
with respect to the Revolving Credit Facility, the rate set by the competitive
bid process among the parties to the Revolving Credit Facility established in
the First Amendment ("CAF"). The average interest rate on the Term Loan Facility
(inclusive of the swap agreements described below) in the first quarter of
fiscal 1999 was 6.4% and the average interest rate on the Revolving Credit
Facility in the first quarter of fiscal 1999 was 6.1%.

         As a result of the terms of the Credit Agreement, we are sensitive to a
rise in interest rates. In order to reduce our sensitivity to interest rate
increases, from time to time we enter into interest rate swap agreements. At
December 31, 1998, swap agreements aggregating a notional amount of $375 million
were in place to hedge against a rise in interest rates. The net interest rate
paid by us is approximately equal to the sum of the swap agreement rate plus the
applicable LIBOR Margin. During the first quarter of fiscal 1999, the LIBOR
Margin was .75%. The swap agreement rates and durations are as follows:
<TABLE>
<CAPTION>
                        SWAP AGREEMENT                              SWAP AGREEMENT
EXPIRATION DATE         NOTIONAL AMOUNT   DATE                      RATE
---------------         ---------------   ----                      ----
<S>                     <C>               <C>                       <C>
August 13, 1999         $50 million       August 13, 1993             5.540%
June  8, 2002           $50 million       December 8, 1995            5.500%
February 7, 2001        $50 million       August 7, 1997              5.910%
August 7, 2001          $50 million       August 7, 1997              5.897%
September 10, 2001      $50 million       December 8, 1995            5.623%
July 31, 2002           $75 million       May 7, 1997                 6.385%
July 31, 2002           $50 million       October 23, 1998            4.733%
</TABLE>


                                       19

<PAGE>   21

         Also as part of the permanent financing for the Acquisition, 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.

         We intend to fund our acquisitions, working capital requirements,
capital expenditure requirements, principal and interest payments, obligations
under the Sale/Leaseback, restructuring expenditures, other liabilities and
periodic expansion of facilities, to the extent available, with funds provided
by operations and short-term borrowings under the Revolving Credit Facility. To
the extent that funds are not available from those sources, particularly with
respect to our acquisition strategy, we intend to raise additional capital.

         As set forth above, after the Second Amendment, the Revolving Credit
Facility provides up to $600 million in available credit. At December 31, 1998,
there was approximately $104.4 million of available credit under the Revolving
Credit Facility. Under the Term Loan Facility, on July 31, 1997 we began to
repay principal in 21 consecutive quarterly installments by paying the $8.75
million due in fiscal 1997, $35.0 million due in fiscal 1998 and $8.75 million
of the $36.25 million due in fiscal 1999. Remaining annual payments for fiscal
years 1999-2002 are due as follows: $27.5 million, $42.5 million, $53.75 million
and $223.75 million. When NPT is sold, the net proceeds of the sale will be used
to retire debt outstanding under the Term Loan Facility. Upon receipt, up to $60
million of net sale proceeds will be used to repay the most current principal
amounts due under the Term Loan Facility. Any additional net sale proceeds will
be applied equally to the first remaining (after application of the $60 million
referred to above) and the last principal payments due under the Term Loan
Facility.

         The Credit Agreement contains numerous financial and operating
covenants, including, among other things, restrictions on investments;
requirements that we maintain certain financial ratios; restrictions on our
ability to incur indebtedness or to create or permit liens or to pay cash
dividends in excess of $50.0 million plus 50% of our consolidated net income for
each fiscal quarter ending after June 30, 1995, less any dividends paid after
June 22, 1994; and limitations on incurrence of additional indebtedness. The
Credit Agreement permits us to make acquisitions provided we continue to satisfy
all financial covenants upon any such acquisition. Our ability to meet our debt
service requirements and to comply with such covenants is dependent upon our
future performance, which is subject to financial, economic, competitive and
other factors affecting us, many of which are beyond our control.

YEAR 2000

      Historically, certain computer programs were written using two digits
rather than four to identify the applicable year. Accordingly, software used by
the Company and others with whom it does business may be unable to interpret
dates in the calendar year 2000. This situation, commonly referred to as the
Year 2000 ("Y2K") issue, could result in computer failures or miscalculations,
causing disruption of normal business activities. The Y2K issue could arise at
any point in our supply, manufacturing, distribution, administration,
information, accounting and financial systems. Incomplete or untimely resolution
of the Y2K issue by the


                                       20

<PAGE>   22

Company, key suppliers, customers and other parties, could have a material
adverse effect on the Company's results of operations, financial condition and
cash flow.

      We are addressing the Y2K issue with a corporate-wide initiative sponsored
by Sybron's Vice President-Finance and Chief Financial Officer and its Vice
President-General Counsel and Secretary, and led at the subsidiary level by the
Executive Vice President and Chief Financial officer at SLPC and the Vice
President and Chief Information Officer at SDS. The four main phases of the
initiative include (1) identification of affected mission critical software
utilized by both information and non-information technology systems, (2)
assessment of the risk associated with such affected software and development of
a plan for modifying or replacing the software, (3) implementation of solutions
under the plan, and (4) testing of the solutions. The initiative also includes
communication with our significant suppliers, vendors and customers to determine
the extent to which we are vulnerable to any failures by them to address the Y2K
issue. The program contemplates the development of contingency plans where
needed to deal with Company systems and third party issues.

      We have completed approximately 95% of the identification, risk-assessment
and plan development phases of our initiative with respect to our internal
systems. We recognize that because of the nature of the Year 2000 problem, work
in these areas will continue until the Year 2000. Our work in these phases has
included both information technology ("IT") and non-information technology,
("non-IT") systems. The IT systems include accounting, financial, budgeting,
invoicing and other business systems. Non-IT systems include manufacturing
production lines and equipment, elevators, heating, ventilation and air
conditioning systems, and telephone systems.

      We are approximately 80% along in our implementation phase. In most cases,
we are upgrading existing software to versions which are Y2K compliant. In other
cases entire software platforms are being replaced with more current, compliant
systems, internally developed software is being reprogrammed, and hardware is
being replaced.

      The testing phase has begun and will be ongoing as systems are remediated
or replaced. We have completed approximately 65-70% of the testing required for
systems that have been remediated or replaced to date. Our efforts in this phase
include testing by end users and determination by appropriate local Y2K project
managers that the remediated or replaced systems are Y2K compliant. In those
cases where testing cannot be conducted by Company personnel, as in the case of
certain imbedded logic components, we rely on vendor certifications.

      The Company and each of its subsidiaries have project schedules which
include the task of corresponding with critical vendors, customers, suppliers
and other third parties to inquire about their Y2K readiness. The Company, and
most of its subsidiaries, are well along in this process. Although responses to
date indicate that some third parties probably will not be Y2K compliant, no
material issues in this regard have been identified. However, it is too early in
this process to complete our assessment of the third party risk.

      Our Year 2000 initiative contemplates the development of contingency plans
as we test our software solutions and complete our risk assessments with respect
to third parties. Our contingency plans are in development and we have not
completed a comprehensive analysis of the operational problems and costs


                                       21

<PAGE>   23

(including loss of revenue) that would be reasonably likely to result from the
failure by the Company or critical third parties to achieve Y2K compliance on a
timely basis. A contingency plan has not yet been developed for dealing with our
most reasonably likely worst case scenarios, and such scenarios have not yet
been clearly identified. However, based on the information we have to date we
believe the most reasonably likely worst case scenarios for our businesses would
be the failure of an important supplier to be able to deliver required
materials, parts or products, or the failure of a significant distributor to be
able to get the Company's products to customers. We contemplate the development
of contingency plans to deal with these potential problems as they are
identified. For example, if it appears that a critical vendor will not be Y2K
compliant, we may establish alternative sourcing, build inventory, or identify a
substitute product or material. If a critical distributor appears it will not be
Y2K compliant, we will have to develop plans for alternate distribution.

      Our goal continues to be to substantially complete all phases of our
initiative by March 31, 1999 with respect to our core businesses, including the
development of plans for contingencies identified by then. We expect the need to
implement any contingency plan will occur, if at all, after March 1999. We also
expect to have to continue to develop contingency plans for Y2K issues arising
after that time. For example, our March 1999 goal for core businesses does not
encompass recently acquired businesses or businesses we acquire in the future
pursuant to our acquisition program. Separate and appropriate goals will be set
for acquired businesses as acquisitions are completed.

      The historical and estimated future costs to the Company of Y2K compliance
are contained in the following table. The primary components of the reported
costs are external consulting and hardware and software upgrades. We do not
separately track internal costs of the Y2K initiative. Internal costs are
principally payroll costs of employees involved in the initiative. Also, the
reported costs do not include costs related to manufacturing equipment for SDS
because, although SDS has identified the equipment that may require remediation,
the cost of such remediation has not yet been determined. Our Year 2000
remediation efforts are funded from the Company's cash flow and from borrowings
under the Revolving Credit Facility. The Company has not deferred any
significant information technology projects due to its Year 2000 efforts.

<TABLE>
<CAPTION>
            Fiscal
          Year 2000                                   Fiscal               1999
        (in thousands)                                 1998             1st Qtr.        Last 9 months (est.)
        --------------                                 ----             --------        --------------------
<S>                                                  <C>                <C>             <C>
        Capital Costs............................... $1,657               $138                 $  968
        Expenses....................................    914                 98                    322
                                                      -----                ---                  -----
        Total....................................... $2,571               $236                 $1,290
                                                      =====                ===                  =====
</TABLE>

         The foregoing statements about our goals for substantial completion of
our Y2K initiative with respect to our core businesses, and the foregoing
estimates of our Y2K costs are forward looking statements. These statements and
estimates are based upon management's best estimates, which were derived using
numerous assumptions regarding future events, including the continued
availability of certain resources, third-party remediation plans, and other
factors. There can be no assurance that these estimates will prove to be
accurate, and actual results could differ materially from those currently
anticipated. Specific factors that could cause such material differences
include, but are not limited to, the availability and cost of personnel trained
in Y2K issues, the ability to identify, assess, remediate and test all relevant
computer codes and embedded technology, the indirect impact of third parties
with whom we do business and who do not mitigate their Y2K compliance problems,
and similar uncertainties.


                                       22

<PAGE>   24

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", "estimate",
"expect", "objective" 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; and 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 recent economic
         downturn in Japan, Russia, other Asian countries and Latin America.

-        Factors affecting our ability to continue pursuing our current
         acquisition strategy, including our ability to raise capital beyond the
         capacity of our 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, 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.


                                       23

<PAGE>   25

-        Factors affecting our ability to profitably distribute and sell our
         products, including any changes in our business relationships with our
         principal distributors, primarily in the laboratory segment,
         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.

-        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, 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 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 that result in competitive
         disadvantages and create the potential for impairment of our existing
         assets.


                                       24

<PAGE>   26

-        Unanticipated developments while implementing the modifications
         necessary to mitigate Year 2000 compliance problems, including the
         availability and cost of personnel trained in this area, the ability to
         locate and correct all relevant computer codes, the indirect impacts of
         third parties with whom we do business and who do not mitigate their
         Year 2000 compliance problems, and similar uncertainties, and
         unforeseen consequences of the Year 2000 problem.

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

-        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.


                                       25
<PAGE>   27



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 French Franc, German Mark, Swiss Franc 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 October, 1998 we entered
into twelve foreign currency options to hedge our exposure to each of the
aforementioned currencies. These options have a notional value of $45.7 million
and were purchased at a cost of $0.3 million which, at December 31, 1998,
approximates fair market value. These options are designed to protect us from
potential detrimental effects of a strengthening U.S. dollar in our second,
third and fourth quarters of fiscal 1999.

         In fiscal 1999, 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>
French Franc (FRF)                              157,453 FRF                                $25,712
German Mark  (DEM)                               26,450 DEM                                $14,171
Swiss Franc  (CHF)                               19,396 CHF                                $12,887
Japanese Yen (JPY)                              886,358 JPY                                $ 6,754
</TABLE>

         As a result of these anticipated exposures, we have entered into a
series of options expiring at the end of the second, third and fourth quarters
of fiscal 1999 to protect ourselves from possible detrimental effects of foreign
currency fluctuations as compared to the second, third and fourth quarters of
1998. 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 purchase put options on the foreign
currencies at amounts approximately equal to our quarterly exposure. These
options expire on a quarterly basis, at an


                                       26

<PAGE>   28

exchange rate approximately equal to the prior year's corresponding quarter's
actual exchange rate. In October 1998, 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>
FRF                    40,000               March 26, 1999                          $22                       6.00
FRF                    40,000               June 28, 1999                           $40                       6.00
FRF                    40,000               September 28, 1999                      $69                       5.95
DEM                     6,500               March 26, 1999                          $ 9                       1.80
DEM                     6,500               June 28, 1999                           $17                       1.80
DEM                     6,500               September 28, 1999                      $24                       1.80
CHF                     4,800               March 26, 1999                          $11                       1.46
CHF                     4,800               June 28, 1999                           $12                       1.49
CHF                     4,800               September 28, 1999                      $21                       1.48
JPY                   220,000               March 30, 1999                          $39                     128.00
JPY                   220,000               June 30, 1999                           $28                     134.00
JPY                   220,000               September 30, 1999                      $21                     140.00
</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. As an example, using the French Franc contract due to expire at June 28,
1999:

<TABLE>
<CAPTION>
FRF EXCHANGE                    GAIN/(LOSS)                            GAIN/(LOSS)                        NET GAIN/
    RATE                       ON OPTION (a)                      FROM PRIOR YEAR RATE (b)                  LOSS
    ----                       -------------                      ------------------------                ---------
                                         (IN THOUSANDS, EXCEPT EXCHANGE RATE)

<S>                            <C>                                <C>                                     <C>
5.5                               $ (40)                                   $ 606                           $ 566
6.0                                 (40)                                       0                             (40)
6.5                                 472                                     (512)                            (40)
</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/strike
    price).




                                       27

<PAGE>   29
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 London Interbank Offer
Rate ("LIBOR"). Interest rate risk management is accomplished by the use of
swaps to create fixed debt amounts by resetting LIBOR loans concurrently with
the rates applying to the swap agreements. At December 31, 1998, we had floating
rate debt of approximately $840.5 million of which a total of $375 million was
swapped to fixed rates. The net interest rate paid by us is approximately equal
to the sum of the swap agreement rate plus the applicable LIBOR Margin. During
the first quarter of fiscal 1999, the LIBOR Margin was .75%. The swap agreement
rates and durations as of December 31, 1998 are as follows:

<TABLE>
<CAPTION>
                                                                 SWAP AGREEMENT                    SWAP AGREEMENT
EXPIRATION DATE                    NOTIONAL AMOUNT                     DATE                             RATE
---------------                    ---------------                     ----                             ----
<S>                                <C>                        <C>                                <C>
August 13, 1999                     $50 million               August 13, 1993                           5.540%
June 8, 2002                        $50 million               December 8, 1995                          5.500%
February 7, 2001                    $50 million               August 7, 1997                            5.910%
August 7, 2001                      $50 million               August 7, 1997                            5.897%
September 10, 2001                  $50 million               December 8, 1995                          5.623%
July 31, 2002                       $75 million               May 7, 1997                               6.385%
July 31, 2002                       $50 million               October 23, 1998                          4.733%
</TABLE>


      The model below quantifies the Company's sensitivity to interest rate
movements as determined by LIBOR and the effect of the interest rate swaps which
reduce that risk. The model assumes i) a base LIBOR rate of 5.0% (the "Base
Rate") which approximates the December 31, 1998 LIBOR three month LIBOR rate),
ii) the Company's floating rate debt is equal to it's December 31, 1998 floating
rate debt balance of $840.5 million, iii) the Company pays interest on floating
rate debt equal to LIBOR + 75 basis points, iv) that the Company has interest
rate swaps with a notional amount of $375.0 million (equal to the notional
amount of the Company's interest rate swaps at December 31, 1998) and v) that
LIBOR varies by 10% of the Base Rate.


<TABLE>
<CAPTION>
                                                                      Interest expense           Interest expense
                                                                      increase from a            decrease from a
                                                                      10% increase in the        10% decrease in the
Interest rate exposure                                                LIBOR Base Rate            LIBOR Base Rate
----------------------                                                ---------------            ---------------

<S>                                                                   <C>                        <C>
Without interest rate swaps:                                           $4.2 million               ($4.2 million)
With interest rate swaps:                                              $2.3 million               ($2.3 million)
</TABLE>






                                       28

<PAGE>   30
PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

         On October 29, 1998, the Company issued 1,897,418 shares of its Common
Stock, $.01 par value, in connection with the Pinnacle Merger and a related
purchase of real estate used in Pinnacle's operations. The former shareholder of
Pinnacle, Thomas A. Lansing, and the owners of the real estate, Thomas A.
Lansing and Karen A. Lansing, who represented themselves to be sophisticated
investors, were issued 1,846,957 and 50,461 shares of the Company's Common
Stock, respectively. The shares were issued without registration under the
Securities Act of 1933, as amended (the "Act"), pursuant to the exemption from
registration provided by Section 4(2) of the Act. See note 4(c) to the notes to
the Unaudited Financial Statements contained in Item 1, Part I herein.

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

Quorum

         The Company, a Wisconsin corporation, held its Annual Meeting of
Shareholders on January 27, 1999. A quorum was present at the Annual Meeting,
with 90,687,722 shares out of a total of 103,142,635 shares entitled to cast
votes represented in person or by proxy at the meeting.

Proposal Number 1: To Elect Three Directors to Serve as Class I Directors Until
                   the 2002 Annual Meeting of Shareholders and Until Their
                   Respective Successors are Duly Elected and Qualified.

      The shareholders voted to elect Don H. Davis, Jr., Richard W. Vieser, and
Christopher L. Doerr to serve as Class I directors until the 2002 Annual Meeting
of Shareholders and until their respective successors are duly elected and
qualified. The results of the vote are as follows:


                                Mr. Davis      Mr. Vieser     Mr. Doerr
         For                    90,264,703     90,245,787     90,264,903
         Withheld From             423,019        441,935        422,819


         The terms of office as directors of Thomas O. Hicks, Robert B. Haas,
Kenneth F. Yontz, Joe L. Roby and William U. Parfet continued after the meeting.

Proposal Number 2: To Consider and Vote upon a Proposal to Approve the Sybron
                   International Corporation 1999 Outside Directors' Stock
                   Option Plan.

         The shareholders voted to approve the Sybron International Corporation
1999 Outside Directors' Stock Option Plan (the "Plan"). The results of the vote
are as follows:


                 For                                  84,222,512
                 Against                               5,989,550
                 Abstentions                             475,660
                 Broker Non-Votes                              0





                                       29

<PAGE>   31
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:

      No reports on Form 8-K were filed during the quarter for which this
      report is filed.


                                       30
<PAGE>   32


                                   SIGNATURES


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


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



Date:  September 13, 1999           /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.


                                       31
<PAGE>   33




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

                                  EXHIBIT INDEX
                               TO AMENDMENT NO. 1
      QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                INCORPORATED
EXHIBIT                                                         HEREIN BY                FILED
NUMBER          DESCRIPTION                                     REFERENCE TO             HEREWITH

<S>            <C>                                              <C>                      <C>
4.1            Consent No. 1, dated November 13,
               1998 to the Second Amended and
               Restated Credit Agreement, dated
               August 25, 1997, constituting the
               Second Amendment to the Amended
               and Restated Credit Agreement, dated as
               of July 31, 1995 (as amended, supplemented
               or otherwise modified from time to time),
               among the Registrant and certain of its
               subsidiaries, the several Lenders from
               time to time parties thereto, Chase Securities,
               Inc., as Arranger, and the Chase Manhattan
               Bank, as Administrative Agent for the
               Lenders                                               (1)



27.1           Financial Data Schedule                               (1)

27.2           Restated Financial Data Schedule (three
               month period ended December 31, 1997)                 (1)


(1)            Previously filed with the Registrants' initial filing of its quarterly report on
               Form 10-Q for the quarter ended December 31, 1998.
</TABLE>


                                      EI-1