<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                   (MARK ONE)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
        Act of 1934 
For the quarterly period ended March 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 May 8, 1998 there were 100,646,786 shares of the Registrant's Common
Stock, par value $0.01 per share, outstanding. The number of outstanding shares
has been adjusted to reflect a two-for-one stock split in the form of a 100
percent stock dividend (one share of Common Stock for each outstanding share of
Common Stock), distributed on February 20, 1998 to shareholders of record at the
close of business on February 12, 1998.




<PAGE>   2



                SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES


                     Index                                                Page
--------------------------------------------------------                  ----

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Consolidated Balance Sheets, March 31, 1998 (unaudited)
   and September 30, 1997                                                   2

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

Consolidated Statements of Shareholders' Equity for the year
  ended September 30, 1997 and the six months ended
  March 31, 1998 (unaudited)                                                4

Consolidated Statements of Cash Flows, for the six months 
  ended March 31, 1998 (unaudited) 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                              8

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK         19

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                   20

SIGNATURES                                                                 21




<PAGE>   3










                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                March 31,    September 30,
                                                                                  1998           1997
                                                                              (Unaudited)
<S>                                                                          <C>             <C>        
Current assets:
  Cash and cash equivalents .............................................    $    21,792     $    17,155
  Accounts receivable (less allowance for doubtful
    receivables of $3,644 and $3,312) ...................................        176,718         165,907
  Inventories (note 2) ..................................................        155,963         144,217
  Deferred income taxes .................................................         19,140          16,629
  Prepaid expenses and other current assets .............................         19,099          15,880
                                                                             -----------     -----------
       Total current assets .............................................        392,712         359,788
                                                                             -----------     -----------
Property, plant and equipment net of depreciation of $161,317
   and $139,792 .........................................................        194,597         190,291
Intangible assets .......................................................        718,573         647,567
Deferred income taxes ...................................................         15,650          16,468
Other assets ............................................................          6,248           7,397
                                                                             -----------     -----------
       Total assets .....................................................    $ 1,327,780     $ 1,221,511
                                                                             ===========     ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable ......................................................    $    40,292     $    41,184
  Current portion of long-term debt .....................................         36,885          37,252
  Income taxes payable ..................................................          4,258             954
  Accrued payroll and employee benefits .................................         30,943          34,466
  Deferred income taxes .................................................          7,176           4,794
  Other current liabilities .............................................         22,633          25,630
                                                                             -----------     -----------
      Total current liabilities .........................................        142,187         144,280
                                                                             -----------     -----------
Long-term debt ..........................................................        701,254         645,733
Deferred income taxes ...................................................         50,106          51,761
Other liabilities .......................................................         11,009          12,781
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 97,465,096 and 96,346,056 shares, respectively .......            974             963
  Equity Rights, 50 and 250 rights at $1.09 per right respectively ......              -               -
  Additional paid-in capital ............................................        213,428         197,799
  Retained earnings .....................................................        237,802         193,713
  Cumulative foreign currency translation adjustment ....................        (28,980)        (25,518)
  Treasury common stock, 220 and 1,090 shares at cost
    respectively ........................................................              -              (1)
                                                                             -----------     -----------
       Total shareholders' equity .......................................        423,224         366,956
                                                                             -----------     -----------
       Total liabilities and shareholders' equity .......................    $ 1,327,780     $ 1,221,511
                                                                             ===========     ===========
</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            Six Months Ended
                                                              March 31,                    March 31,

                                                         1998          1997          1998           1997
                                                         ----          ----          ----           ----
<S>                                                   <C>           <C>           <C>           <C>      
Net sales .........................................   $ 226,064     $ 188,254     $ 436,191     $ 361,912
Cost of sales:
   Cost of product sold ...........................     109,640        92,566       213,743       179,385
   Depreciation of purchase accounting adjustments.         165           955           330         1,915
                                                      ---------     ---------     ---------     ---------

Total cost of sales ...............................     109,805        93,521       214,073       181,300
                                                      ---------     ---------     ---------     ---------

Gross profit ......................................     116,259        94,733       222,118       180,612

Selling, general and administrative expenses ......      55,658        45,277       109,818        90,590
Depreciation and amortization of purchase
 accounting adjustments ...........................       6,369         4,857        12,397         9,620
                                                      ---------     ---------     ---------     ---------

Operating income ..................................      54,232        44,599        99,903        80,402
                                                      ---------     ---------     ---------     ---------

Other income (expense):

   Interest expense ...............................     (13,176)       (9,222)      (26,168)      (18,373)
   Amortization of deferred financing fees ........         (55)          (70)         (108)         (142)
   Other, net .....................................         (40)         (160)         (102)         (302)
                                                      ---------     ---------     ---------     ---------

Income before income taxes ........................      40,961        35,147        73,525        61,585

Income taxes ......................................      16,205        13,800        29,434        24,560
                                                      ---------     ---------     ---------     ---------

Net income ........................................   $  24,756     $  21,347     $  44,091     $  37,025
                                                      =========     =========     =========     =========

Basic earnings per common share ...................   $     .26     $     .22     $     .46     $     .39
                                                      =========     =========     =========     =========
Diluted earnings per common share .................   $     .25     $     .22     $     .44     $     .38
                                                      =========     =========     =========     =========
</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, 1997
                    AND THE SIX MONTHS ENDED MARCH 31, 1998
                       (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, 1996 .........   $938    $ 1     $ 179,954     $ 111,378     $ (9,189)    $(3)        $ 283,079 
Shares issued in connection with                                                                                           
 the exercise of 1,451,392 stock options.     15      -        11,465            (8)           -       -            11,472 
Conversion of 448 equity rights to 1,960                                                                                   
 shares of common stock .................      -     (1)            -            (1)           -       2                 - 
Tax benefits related to stock options ...      -      -         6,385             -            -       -             6,385 
1,047,236 shares of common stock issued                                                                                    
 in connection with National Scientific                                                                                    
 Company Merger .........................     10      -            (5)        2,745            -       -             2,750 
Dividends paid by National Scientific                                                                                      
 Company prior to the merger ............      -      -             -        (1,604)           -       -            (1,604)
Net income ..............................      -      -             -        81,203            -       -            81,203 
Cumulative foreign currency                                                                                                
 translation adjustment .................      -      -             -             -      (16,329)      -           (16,329)
                                            ----    ---     ---------     ---------     --------     ---         --------- 
Balance at September 30, 1997 ...........   $963    $ -     $ 197,799     $ 193,713     $(25,518)    $(1)        $ 366,956 
                                            ====    ===     =========     =========     ========     ===         ========= 
Shares issued in connection                                                                                                
 with the exercise of 1,119,040                                                                                            
 stock options ..........................     11      -         9,461            (1)           -       -             9,471 
Conversion of 200 equity rights to 872                                                                                     
 shares of common stock .................      -      -             -            (1)           -       1                 - 
Tax benefits related to stock options ...      -      -         6,168             -            -       -             6,168 
Net income (Unaudited) ..................      -      -             -        44,091            -       -            44,091 
Cumulative foreign currency                                                                                                
 translation adjustment .................      -      -             -             -       (3,462)      -            (3,462)
                                            ----    ---     ---------     ---------     --------     ---         --------- 
Balance at March 31, 1998                                                                                                  
 (Unaudited) ............................   $974    $ -     $ 213,428     $ 237,802     $(28,980)    $ -         $ 423,224 
                                            ====    ===     =========     =========     ========     ===         ========= 
</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>
                                                                              Six Months Ended
                                                                                  March 31,
                                                                              1998        1997
                                                                          ---------     --------
<S>                                                                       <C>           <C>     
Cash flows from operating activities:
 Net income ..........................................................    $  44,091     $ 37,025
 Adjustments to reconcile net income to net cash provided by operating
   activities:
  Depreciation .......................................................       14,600       13,761
  Amortization .......................................................       12,487        9,592
  Provision for losses on doubtful accounts ..........................          382          272
  Inventory provisions ...............................................          335        1,656
  Deferred income taxes ..............................................          925       (6,309)
   Changes in assets and liabilities:
  Increase in accounts receivable ....................................       (5,958)      (3,550)
  Increase in inventories ............................................       (8,212)     (13,559)
  Increase in prepaid expenses and other current assets ..............       (4,807)      (5,838)
  Decrease in accounts payable .......................................       (2,370)      (3,014)
  Increase (decrease) in income taxes payable ........................        3,083       (8,824)
  Decrease in accrued payroll and employee benefits ..................       (4,944)      (3,920)
  Decrease in other current liabilities ..............................         (672)      (4,652)
  Net change in other assets and liabilities .........................        7,273       (2,131)
                                                                          ---------     --------
  Net cash provided by operating activities ..........................       56,213       10,509

Cash flows from investing activities:
  Capital expenditures ...............................................      (17,598)     (13,688)
  Proceeds from sales of property, plant, and equipment ..............        2,570          264
  Net payments for businesses acquired ...............................      (99,554)     (18,480)
                                                                          ---------     --------
   Net cash used in investing activities .............................     (114,582)     (31,904)

Cash flows from financing activities:
 Increase in the revolving credit facility ...........................       74,000       44,600
 Principal payments on long-term debt ................................      (18,022)     (18,184)
 Proceeds from the exercise of common stock options ..................        9,472        3,644
 Other ...............................................................       (1,078)      (1,516)
                                                                          ---------     --------
  Net cash provided by financing activities ..........................       64,372       28,544

Effect of exchange rate changes on cash ..............................       (1,366)      (1,430)
Net increase in cash and cash equivalents ............................        4,637        5,719
Cash and cash equivalents at beginning of year .......................       17,155       10,874
                                                                          ---------     --------
Cash and cash equivalents at end of period ...........................    $  21,792     $ 16,593
                                                                          =========     ========

Supplemental disclosures of cash flow information:
 Cash paid during the period for interest ............................    $  25,010     $ 17,019
 Cash paid during the period for income taxes ........................       18,233       29,428
 Capital lease obligations incurred ..................................          254          818
</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 these financial statements, the terms "Company" or "Sybron" mean Sybron
     International Corporation and its subsidiaries on a consolidated basis. 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 six month period ended March 31, 1998 are not necessarily
     indicative of the results to be expected for the full year. Certain amounts
     from the three and six month periods ended March 31, 1997, as originally
     reported, have been reclassified to conform with the three and six month
     periods ended March 31, 1998 presentation.

     The results for the three and six months ended March 31, 1997 have been
     adjusted to reflect the results of National Scientific Company. The results
     of National Scientific Company, which were accounted for as a pooling of
     interests, were combined with the Company's previously reported results as
     if the merger occurred on October 1, 1996.

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

<TABLE>
<CAPTION>
                                             (In thousands)

<S>                                           <C>      
     Raw materials                            $  49,583
     Work-in-process                             27,917
     Finished goods                              82,715
     LIFO Reserve                                (4,252)
                                              ---------
                                              $ 155,963
                                              =========
</TABLE>

3.   Acquisitions completed in the second quarter of fiscal 1998 are as follows:

     (a) On January 2, 1998, Erie Scientific International Corporation ("Erie")
         completed the acquisition of Diagnostic Reagents, Inc. ("DRI"). DRI
         manufactures and sells immunoassay reagents principally for
         drugs-of-abuse testing. Annual sales of DRI are approximately $10
         million.

     (b) On January 27, 1998, Erie completed the acquisition of the assets of
         Cel-Line Associates, Inc. ("Cel-Line"), a manufacturer of printed
         microscope slides. Annual sales of Cel-Line are approximately $1.7
         million.

     (c) On February 16, 1998, Metrex Research Corporation, a subsidiary of
         Sybron Dental Specialties, Inc., completed the acquisition of Viro
         Research International, Inc. ("Viro"), a company engaged in the sale of
         skin antisepsis products. Annual sales of Viro are approximately $3.7
         million.




                                       6
<PAGE>   8

     Acquisitions completed after the second quarter of fiscal 1998 are as
     follows:

     (a) On April 2, 1998, Erie completed the acquisition of Criterion Sciences
         ("Criterion"), a manufacturer of hematology stains, reagents and other
         solutions used for laboratory analysis and testing. Criterion's annual
         sales are approximately $6.0 million.

     (b) On April 3, 1998, Erie completed the acquisition of Custom Laboratories
         ("Custom"), a manufacturer of a glucose tolerance test beverage.
         Custom's annual sales are approximately $1.6 million.

     (c) On April 9, 1998, Sybron completed the merger of LRS Acquisition Corp.,
         the parent of "A" Company Orthodontics, and a subsidiary of Sybron
         International Corporation formed for that purpose. "A" Company is a
         manufacturer and developer of orthodontic products, supplying
         orthodontic professionals with brackets, archwires, and related
         products. For the year ended December 31, 1997, "A" Company generated
         net sales of approximately $45.0 million.

     (d) On April 13, 1998, Remel Inc., a subsidiary of Erie, acquired DiMed
         Corporation ("DiMed"). DiMed is a manufacturer and distributor of
         culture media products. DiMed's annual sales are approximately $1.7
         million.

4.   In the quarter ended December 31, 1997, the Company adopted Statement of
     Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings per Share"
     ("EPS"). SFAS 128 replaces the requirement for a presentation of primary
     and fully diluted EPS with a presentation of basic and diluted EPS, both of
     which are required to be presented on the face of the statement of income
     for all entities with complex capital structures. SFAS 128 was effective
     for financial statements issued for periods ending after December 15, 1997,
     and requires restatement of all prior period EPS data presented. The
     adoption of this statement is not expected to materially affect either
     future or prior period EPS.

5.   On January 30, 1998 we 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.




                                       7
<PAGE>   9


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

GENERAL

         The subsidiaries of Sybron International Corporation are leading
manufacturers of value-added products for the laboratory and professional dental
and orthodontic markets in the United States and abroad. Sybron's laboratory
subsidiaries provide plastic labware, microscope slides, disposable diagnostic
products, consumables, temperature control apparatus and water purification
systems to industrial, academic, clinical, governmental and biotechnology
laboratories. Sybron's dental and orthodontic subsidiaries provide a diversified
line of consumable products to dentists and orthodontic appliances and related
products to orthodontists. We have 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 "Company", "Sybron", "we" or "our", we are
referring to Sybron International Corporation and its subsidiaries. Our fiscal
year ends on September 30.

         Both our sales and operating income for the quarter and the six months
ended March 31, 1998 grew over the corresponding prior year periods. Net sales
for the quarter and six months ended March 31, 1998 increased by 20.1% and
20.5%, respectively, over the corresponding fiscal 1997 periods. Operating
income for the quarter and six months increased by 21.6% and 24.3%, respectively
over the corresponding fiscal 1997 periods.

         Sales growth in the quarter and six months ended March 31, 1998 was
strong both domestically and internationally. Domestic and international sales
increased by 24.0% and 12.5%, respectively for the quarter, and by 25.2% and
11.6%, respectively for the six months, over the corresponding fiscal 1997
periods. International sales were negatively impacted by the strengthening of
the U.S. dollar and economic weakness in the Asian region. If currency effects
were removed from sales, the international increase over 1997 would have been
17.1% for the quarter and 17.7% for the six month period ended March 31, 1998.
Sales to the Asian region decreased by approximately $2.0 million and $1.2
million for the quarter and six month periods ended March 31, 1998,
respectively, when compared to the corresponding fiscal 1997 periods.

         Acquisitions aided sales growth significantly in both the quarter and
six month periods, accounting for $29.3 million and $7.4 million of the domestic
and international sales increases in the quarter, and $55.3 million and $12.6
million for the six month period, respectively. Our internal growth was 0.6% for
the quarter and 1.7% for the six months. Internal growth was negatively impacted
by the strengthened U.S. dollar, weak sales in the Asian region, and distributor
inventory re-balancing primarily impacting Barnstead/Thermolyne on the
laboratory side of the business and Kerr on the dental side of the business.
Without currency effects, internal growth was approximately 2.2% and 3.8% for
the quarter and six month periods ended March 31, 1998. While
Barnstead/Thermolyne was negatively impacted this quarter by inventory
re-balancing at its major distributor, Fisher Scientific, end user purchases of
Barnstead/Thermolyne 


                                       8
<PAGE>   10

products exceeded levels purchased by Fisher Scientific. In the case of Kerr,
two of its large distributors, Henry Schein, Inc. and Sullivan Dental Products,
Inc. merged in November, 1997. Consolidation of inventories by the merged
companies negatively affected Kerr's sales in the second quarter, and is
expected to continue to negatively impact Kerr's sales into the first quarter of
fiscal 1999. Sales of Kerr's products to end users by the distributors, however,
continue to grow and exceed levels being purchased by our distributors.

         We continue to maintain an active program of developing and marketing
both new products and product line extensions, as well as pursuing growth
through acquisitions. We completed three acquisitions in the second quarter of
fiscal 1998 and four more in April 1998. (See Note 3 of the Notes to the
Unaudited Consolidated Financial Statements).

         On April 20, 1998, we announced the realignment of our laboratory
subsidiaries under one group to be called Sybron Laboratory Products. This
organization will be headed by Frank H. Jellinek, Jr. who previously headed up
the Erie Scientific International group of companies. We expect this realignment
to give our laboratory subsidiaries the opportunity to more effectively address
the laboratory markets with their broad range of products. In connection with
this change and the changes being made after the merger with LRS Acquisition
Corp. ("LRS") on April 9, 1998, we expect to record a restructuring charge in
our third fiscal quarter of 1998. In addition, in our third fiscal quarter we
expect to record a pretax charge in the range of $9 million to $11 million with
respect to the transaction costs incurred in our merger with LRS. Most of these
transaction costs represented part of the purchase consideration, thereby
resulting in a reduction to the number of shares of Sybron stock issued in the
merger.

         The Company has conducted a review of its computer systems to identify
the systems that use only two digits to identify a year in the date field and
thus are not Year 2000 compliant. Plans are in place to complete system upgrades
or reprogram, as appropriate, noncompliant systems by the end of March 1999. The
Company also is in the process of communicating with vendors, suppliers and
customers to identify any potential Year 2000 issues for the Company. Based on
the information developed by the Company to date, we expect to incur total
expenses of approximately $1.0 million to modify certain computer systems to
make them Year 2000 compliant. We expect most of these expenses to be incurred
in fiscal 1998. We continue to evaluate other appropriate courses of corrective
action, including the replacement of certain systems at an estimated cost of
$2.0 million which would be capitalized and amortized over the systems' useful
lives.

         Our results of operations include goodwill amortization, other
amortization, and depreciation. These non-cash charges totaled $13.7 million and
$11.6 million for the quarters ended March 31, 1998 and 1997, respectively and
$27.1 million and $23.4 million for the six month periods ended March 31, 1998
and 1997, respectively. Our earnings before interest, taxes, depreciation and
amortization ("EBITDA") which, as discussed below in "Liquidity and Capital
Resources", we believe is the appropriate measure of our ability to internally
fund our liquidity requirements, amounted to $67.9 million and $56.0 million for
the quarters ended March 31, 1998 and 1997, respectively, and $126.8 million and
$103.3 million for the six months ended March 



                                       9
<PAGE>   11

31, 1998 and 1997, respectively. EBITDA represents, for any relevant period, net
income plus (i) interest expense, (ii) provision for income taxes, and (iii)
depreciation and amortization, all determined on a consolidated basis and in
accordance with generally accepted accounting principles.

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

         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. These options expire in the third and fourth
quarters of fiscal 1998 and are designed to protect Sybron 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 fiscal 1997.

         As previously reported, on May 2, 1996, Combustion Engineering, Inc.
("CE") commenced legal proceedings in the New York Supreme Court, County of
Monroe (the "CE Litigation"), against the Company with respect to the former
Taylor Instruments facility in Rochester, New York (the "Rochester Site" or
"Site"), a discontinued operation. CE's complaint seeks indemnification from the
Company with respect to the cost to remediate certain environmental
contamination at the Rochester Site. The CE Litigation has not yet advanced
beyond the filing of the complaint. CE entered into a voluntary cleanup
agreement ("VCA") concerning the Site with the New York State Department of
Environmental Conservation ("NYSDEC") and is in the process of negotiation with
NYSDEC to establish cleanup goals and remedial methods for the Site. Because
cleanup goals and remedial methods have not yet been established, and because
the extent of the Company's liability, if any, is uncertain, the Company cannot
estimate with any reasonable certainty the cost to it of CE's claims. The
Company has provided notice to its third party liability insurance carriers. To
date, the carriers have denied coverage.




                                       10
<PAGE>   12

RESULTS OF OPERATIONS

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

         NET SALES. Net sales for the three months ended March 31, 1998 were
$226.1 million, an increase of $37.8 million (20.1%) from net sales of $188.3
million for the three months ended March 31, 1997. Sales in the laboratory
segment were $146.8 million for the three months ended March 31, 1998, an
increase of 31.4% from the corresponding 1997 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 $33.8 million), (ii)
increased volume from sales of new products (approximately $1.0 million), (iii)
increased volume from sales of existing products (approximately $0.9 million)
and (iv) price increases (approximately $0.9 million). Increased sales in the
laboratory segment were partially offset by unfavorable foreign currency impacts
(approximately $1.5 million). In the dental segment, net sales were $79.3
million for the three months ended March 31, 1998, an increase of 3.5% from the
corresponding fiscal 1997 period. Increased sales in the dental segment resulted
primarily from (i) sales of products of acquired companies (approximately $2.9
million), (ii) increased volume from sales of existing products (approximately
$0.9 million) and (iii) increased volume from sales of new products
(approximately $0.5 million). Increased sales in the dental segment were
partially offset by unfavorable foreign currency impacts (approximately $1.6
million).

         GROSS PROFIT. Gross profit for the second quarter of fiscal 1998 was
$116.3 million, an increase of 22.7% from gross profit of $94.7 million for the
corresponding fiscal 1997 period. Gross profit in the laboratory segment was
$70.6 million (48.1% of net segment sales) in the second quarter of fiscal 1998,
an increase of 35.5% from gross profit of $52.1 million (46.7% of net segment
sales) during the corresponding fiscal 1997 period. Gross profit in the
laboratory segment increased primarily as a result of (i) the effects of
acquired companies (approximately $17.4 million), (ii) price increases
(approximately $0.9 million), (iii) increased volume (approximately $0.8
million) and (iv) a reduction in depreciation expense of certain assets that
became fully depreciated in the prior fiscal year (approximately $0.5 million).
Increased gross profit in the laboratory segment was partially offset by (i) an
unfavorable product mix (approximately $0.3 million), (ii) an unfavorable
foreign currency impact (approximately $0.3 million) and (iii) unfavorable
overhead application (approximately $0.3 million). In the dental segment, gross
profit was $45.7 million (57.6% of net segment sales) in the second quarter of
fiscal 1998, an increase of 7.1% from gross profit of $42.6 million (55.7% of
net segment sales) during the corresponding fiscal 1997 period. Increased gross
profit in the dental segment resulted primarily from (i) the effects of acquired
companies (approximately $1.4 million), (ii) increased volume (approximately
$0.8 million), (iii) favorable overhead application (approximately $0.8
million), (iv) inventory factors (approximately $0.3 million) and (v) a
reduction in depreciation expense of certain assets that became fully
depreciated in the prior fiscal year (approximately $0.3 million), partially
offset by unfavorable foreign currency impacts (approximately $0.6 million).

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the second quarter of fiscal 1998 were $62.0 million
(27.4% of net sales) as compared 


                                       11
<PAGE>   13

to $50.1 million (26.6% of net sales) in the corresponding fiscal 1997 period.
General and administrative expenses at the corporate level, including
amortization of purchase accounting adjustments and goodwill associated with
acquisitions, were $5.2 million in the second quarter of fiscal 1998,
representing a decrease of 7.8% from $5.6 million in the corresponding fiscal
1997 period. The decrease at the corporate level was primarily due to a
reduction in depreciation and amortization expense of certain tangible and
intangible assets that became fully amortized and depreciated in the prior
fiscal year. Selling, general and administrative expenses at the subsidiary
level, including amortization of intangibles, were $56.9 million (25.1% of net
sales), representing an increase of 27.7% from $44.5 million (23.7% of net
sales) in the corresponding fiscal 1997 period. Increases at the subsidiary
level were primarily due to (i) expenses related to newly acquired businesses
(approximately $8.7 million), (ii) increased amortization of intangible assets
related to acquired businesses (approximately $2.0 million), (iii) increased
general and administrative expense (approximately $1.9 million), (iv) increased
marketing expense (approximately $0.6 million) and (v) increased research and
development (approximately $0.5 million) partially offset by favorable foreign
currency impacts (approximately $1.4 million).

         OPERATING INCOME. As a result of the foregoing, operating income was
$54.2 million (24.0% of net sales) in the second quarter of fiscal 1998 compared
to $44.6 million (23.7% of net sales) in the corresponding fiscal 1997 period.
Operating income in the laboratory segment was $35.8 million (24.4% of net
segment sales) in the second quarter of fiscal 1998 compared to $27.0 million
(24.2% of net segment sales) in the corresponding fiscal 1997 period. Operating
income in the dental segment was $18.4 million (23.2% of net segment sales) in
the second quarter of fiscal 1998 compared to $17.6 million (23.0% of net
segment sales) in the corresponding fiscal 1997 period.

         INTEREST EXPENSE. Interest expense was $13.2 million in the second
quarter of fiscal 1998 compared to $9.2 million in the corresponding fiscal 1997
period. The increase resulted from a higher debt balance primarily from our
acquisition activity. Interest expense during the quarters ended March 31, 1998
and 1997 included additional non-cash interest expense of $0.3 million resulting
from the adoption of SFAS No. 106.

         INCOME TAXES. Taxes on income increased $2.4 million in the second
quarter of fiscal 1998, primarily as a result of increased earnings.

         NET INCOME. As a result of the foregoing, Sybron had net income of
$24.8 million in the second quarter of fiscal 1998 compared to $21.3 million in
the corresponding fiscal 1997 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 $2.1 million when
compared to the prior year quarter. This increase was primarily due to the
amortization of intangible assets and depreciation of property, plant and
equipment related to acquired companies, partially offset by reduction in
depreciation and amortization expense of certain tangible and intangible assets
that became fully amortized and depreciated in the prior fiscal year.



                                       12
<PAGE>   14

SIX MONTHS  ENDED MARCH 31, 1998 COMPARED TO THE SIX MONTHS ENDED MARCH 31, 1997

         NET SALES. Net sales for the six months ended March 31, 1998 were
$436.2 million, an increase of $74.3 million (20.5%) from net sales of $361.9
million for the corresponding six months ended March 31, 1997. Sales in the
laboratory segment were $283.9 million for the six months ended March 31, 1997,
an increase of 32.3% from the corresponding 1997 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 $64.4
million), (ii) increased volume from sales of existing products (approximately
$4.7 million), (iii) increased volume from sales of new products (approximately
$1.7 million) and (iv) price increases (approximately $1.7 million). Increased
sales in the laboratory segment were partially offset by unfavorable foreign
currency impacts (approximately $3.2 million). In the dental segment, net sales
were $152.3 million for the six months ended March 31, 1998, an increase of 3.4%
from the corresponding fiscal 1997 period. Increased sales in the dental segment
resulted primarily from (i) increased volume from sales of existing products
(approximately $4.5 million), (ii) sales of products of acquired companies
(approximately $4.2 million) and (iii) increased volume from sales of new
products (approximately $0.8 million). Increased sales in the dental segment
were partially offset by unfavorable foreign currency impacts (approximately
$4.4 million).

         GROSS PROFIT. Gross profit for the first six months of fiscal 1998 was
$222.1 million, an increase of 23.0% from gross profit of $180.6 million for the
corresponding fiscal 1997 period. Gross profit in the laboratory segment was
$134.7 million (47.4% of net segment sales) in the first six months of fiscal
1998, an increase of 36.6% from gross profit of $98.6 million (45.9% of net
segment sales) during the corresponding fiscal 1997 period. Gross profit in the
laboratory segment increased primarily as a result of (i) the effects of
acquired companies (approximately $32.3 million), (ii) increased volume
(approximately $3.2 million), (iii) price increases (approximately $1.7
million), (iv) a reduction in depreciation expense of certain assets that became
fully depreciated in the prior fiscal year (approximately $0.9 million) and (v)
favorable overhead application (approximately $0.4 million). Increased gross
profit in the laboratory segment was partially offset by (i) an unfavorable
foreign currency impact (approximately $1.5 million) and (ii) an unfavorable
product mix (approximately $0.8 million). In the dental segment, gross profit
was $87.4 million (57.4% of net segment sales) in the first six months of fiscal
1998, an increase of 6.6% from gross profit of $82.0 million (55.7% of net
segment sales) during the corresponding fiscal 1997 period. Increased gross
profit in the dental segment resulted primarily from (i) increased volume
(approximately $2.7 million), (ii) the effects of acquired companies
(approximately $1.9 million), (iii) inventory factors (approximately $1.6
million), (iv) improved overhead application (approximately $0.8 million) and
(v) a reduction in depreciation expense of certain assets that became fully
depreciated in the prior fiscal year (approximately $0.7 million) partially
offset by unfavorable foreign currency impacts (approximately $2.3 million).

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the first six months of fiscal 1998 were $122.2
million (28.0% of net sales) as compared to $100.2 million (27.7% of net sales)
in the corresponding fiscal 1997 period. General 



                                       13
<PAGE>   15

and administrative expenses at the corporate level, including amortization of
purchase accounting adjustments and goodwill associated with acquisitions, were
$10.4 million representing a decrease of 7.5% from $11.2 million in the
corresponding fiscal 1997 period. The decrease at the corporate level was
primarily due to a reduction in depreciation and amortization expense of certain
tangible and intangible assets that became fully amortized and depreciated in
the prior fiscal year. Selling, general and administrative expenses at the
subsidiary level, including amortization of intangibles, were $111.8 million
(25.6% of net sales), representing an increase of 25.7% from $89.0 million
(24.6% of net sales) in the corresponding fiscal 1997 period. Increases at the
subsidiary level were primarily due to (i) expenses related to newly acquired
businesses (approximately $15.6 million), (ii) increased amortization of
intangible assets related to acquired businesses (approximately $3.8 million),
(iii) increased general and administrative expense (approximately $3.0 million),
(iv) increased marketing expense (approximately $2.5 million) and (v) increased
research and development expenditures (approximately $0.3 million) partially
offset by favorable foreign currency impacts (approximately $2.3 million).

         OPERATING INCOME. As a result of the foregoing, operating income was
$99.9 million (22.9% of net sales) for the first six months of fiscal 1998
compared to $80.4 million (22.2% of net sales) in the corresponding fiscal 1997
period. Operating income in the laboratory segment was $65.8 million (23.2% of
net segment sales) compared to $48.4 million (22.6% of net segment sales) in the
corresponding fiscal 1997 period. Operating income in the dental segment was
$34.1 million (22.4% of net segment sales) compared to $32.0 million (21.7% of
net segment sales) in the corresponding fiscal 1997 period.

         INTEREST EXPENSE. Interest expense was $26.2 million for the six months
ended March 31, 1998 compared to $18.4 million in the corresponding fiscal 1997
period. The increase resulted from a higher debt balance primarily from our
acquisition activity. Interest expense for the six months ended March 31, 1998
and 1997 included additional non-cash interest expense of $0.6 million resulting
from the adoption of SFAS No. 106.

         INCOME TAXES. Taxes on income increased $4.9 million for the first six
months of fiscal 1998, primarily as a result of increased earnings.

         NET INCOME. As a result of the foregoing, Sybron had net income of
$44.1 million in the first quarter of fiscal 1998 compared to $37.0 million in
the corresponding fiscal 1997 period.

         DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense is
allocated among cost of sales, selling, general and administrative expenses and
other expense. Depreciation and amortization increased $3.7 million when
compared to the prior year six month period. This increase was primarily due to
the amortization of intangible assets and depreciation of property, plant and
equipment related to acquired companies partially offset by reduction in
depreciation and amortization expense of certain tangible and intangible assets
that became fully amortized and depreciated in the prior fiscal year.


                                       14
<PAGE>   16

LIQUIDITY AND CAPITAL RESOURCES

         As a result of the 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 $40.8 million and
$78.1 million in the second quarter and year to date, respectively, primarily as
a result of continued acquisition activity. We believe, therefore, that EBITDA
represents the more appropriate 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 purchases of machinery and molds, the purchase of various businesses and
product lines in execution of our acquisition strategy and the periodic
expansion of physical facilities. In addition, in the event we should be held
liable for CE's claims in the CE Litigation (described above), liability for
which we deny, we could require capital to satisfy such liabilities, depending
upon their magnitude. It is currently our intent to continue 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.

         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 new credit agreement (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 


                                       15
<PAGE>   17

option for us in setting interest rates. On April 25, 1997, we entered into a
second amendment to the Credit Agreement (the "Second Amendment"). The Second
Amendment is 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 (as defined below) 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 (as defined below)
borrowings remained in place.

         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 EBITDA , 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) for both the quarter and six months ended March 31,
1998 was 6.7% and the average interest rate on the Revolving Credit Facility for
the quarter and six months ended March 31, 1998 was 6.6%.

         As a result of the terms of the Credit Agreement and our agreement
governing the previous credit facilities, 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 March 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 second quarter and year to date fiscal 1998, 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>                          
July 7, 1998................        $50 million               July 7, 1993                      5.17%
August 9, 1999..............        $50 million               August 7, 1997                   6.077%
August 13, 1999.............        $50 million               August 13, 1993                   5.54%
September 8, 2000...........        $50 million               December 8, 1995                  5.56%
February 7, 2001............        $50 million               August 7, 1997                    5.91%
May 7, 2001.................        $75 million               May 7, 1997                     6.5875%
</TABLE>


                                       16
<PAGE>   18


<TABLE>
<S>                                 <C>                       <C>                              <C>
September 10, 2001..........        $50 million               December 8, 1995                 5.623%
</TABLE>

         Also as part of the permanent financing for the Acquisition, on
December 22, 1988, we entered into the sale and leaseback of our principal
domestic facilities (the "Sale/Leaseback"). In January 1994, the annual
obligation under the Sale/Leaseback increased from $2.9 million to $3.3 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 not occur until
January 1, 1999.

         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, 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 March 31, 1998,
there was $155.5 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 1997 and $8.75 million due in each of the first and second quarters of
fiscal 1998. Annual payments, in the remainder of fiscal 1998 and succeeding
fiscal years, are due as follows: $17.5 million, $36.25 million, $42.5 million,
$53.75 million and $123.75 million.

         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.

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-


                                       17
<PAGE>   19

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.

         -    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.

         -    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.



                                       18
<PAGE>   20

         -    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
         existing assets.

         -    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.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

      Not applicable.

PART II - OTHER INFORMATION


                                       19
<PAGE>   21


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.














                                       20
<PAGE>   22


                                   SIGNATURES


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


                                          SYBRON INTERNATIONAL CORPORATION
                                          (Registrant)



Date  May 15, 1998                        /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.











                                       21
<PAGE>   23




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

                                  EXHIBIT INDEX
                                       TO
       QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1998

                                                   INCORPORATED
EXHIBIT                                            HEREIN BY            FILED
NUMBER      DESCRIPTION                            REFERENCE TO         HEREWITH


  2.1      Agreement and Plan of              Exhibit 2.1 to the
           Reorganization, dated as of        Registrant's
           January 23, 1998, by and           Registration Statement
           among Sybron International         on Form S-4
           Corporation, Normandy              (No. 333-47795)
           Acquisition Co., LRS
           Acquisition Corp. ("LRS")
           and Liberty Partners
           Holdings 5, L.L.C.

  3.1      Restated Articles of               Exhibit 4.1 to the
           Incorporation of the               Registrant's
           Registrant                         Registration Statement
                                              on Form S-8
                                              (File No. 333-47015)

 10.1      Amended and Restated               Exhibit A to the
           1993 Long-Term                     Registrant's Proxy
           Incentive Plan                     Statement dated
                                              December 23, 1997 for
                                              its Annual Meeting of
                                              Shareholders on
                                              January 30, 1998



 27.1      Financial Data Schedule                                          X

 27.2      Restated Financial Data                                          X
           Schedule (six month
           period ended March 31,
           1997)





                                      EI-1