<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q


[x]      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934.
         For the quarterly period ended March 31, 2000.

[ ]      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 333-81987

                               SLEEPMASTER L.L.C.
             (Exact name of registrant as it appears in its charter)

<TABLE>
<S>                                              <C>
                New Jersey                              22-3341313
     (State or other jurisdiction of             (IRS Employer ID Number)
      incorporation or organization)

   2001 Lower Road, Linden, New Jersey                  07036-6520
 (Address of principal executive offices)               (Zip Code)
</TABLE>

                                 (732) 381-5000
              (Registrant's telephone number, including area code)



Securities registered pursuant to Section 12(b) of the Act:            NONE
Securities registered pursuant to Section 12(g) of the Act:            NONE



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 [ ]

All of the registrant's voting and nonvoting membership interests are held by
affiliates of the registrant.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practical date.

Class A common units, no par value - 8,000 units as of May 12, 2000
Class B common units, no par value - 0 units as of May 12, 2000

                                       1
<PAGE>   2
                               SLEEPMASTER L.L.C.

                 FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2000

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                       Page
<S>                                                                                                    <C>
         PART I - Financial Information (unaudited)

                  Item 1 - Financial Statements

                       Sleepmaster L.L.C.
                         Condensed Consolidated Statements of Income for the Three Months Ended
                           March 31, 2000 and 1999 ..................................................      3
                         Condensed Consolidated Balance Sheets as of March 31, 2000
                           and December 31, 1999 ....................................................      4
                         Condensed Consolidated Statements of Cash Flows for the Three Months
                           Ended March 31, 2000 and 1999 ............................................      5
                         Notes to Condensed Consolidated Financial Statements .......................      6-13

                  Item 2 - Management's Discussion and Analysis of Financial Condition and
                             Results of Operations ..................................................     14-15

                  Item 3 - Quantitative and Qualitative Disclosures about Market Risk ...............     15


         PART II - Other Information

                  Item 1 - Legal Proceedings ........................................................     16

                  Item 6 - Exhibits and Reports on Form 8-K .........................................     16

         Signatures .................................................................................     17
</TABLE>

                                       2
<PAGE>   3
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                            SLEEPMASTER L.L.C.

               CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                              (IN THOUSANDS)
                               (UNAUDITED)

<TABLE>
<CAPTION>
                                                              For the Three Months Ended
                                                              --------------------------
                                                          March 31, 2000      March 31, 1999
                                                          --------------      --------------
<S>                                                       <C>                 <C>
Net sales                                                    $ 56,101            $ 34,227

Costs and expenses:
     Cost of sales                                             34,839              21,261
     Selling, general and administrative expenses              14,255               8,385
     Amortization of intangibles                                  842                 378
     Interest expense, net                                      4,537               2,030
     Other expense (income), net                                   32                 (86)
                                                             --------            --------

        Income before income taxes                              1,596               2,259

Provision for income taxes                                        624                 915
                                                             --------            --------

        Net income                                           $    972            $  1,344
                                                             ========            ========
</TABLE>


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

                                       3
<PAGE>   4
                               SLEEPMASTER L.L.C.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                      March 31, 2000      December 31, 1999
<S>                                                                     <C>                   <C>
ASSETS
Current assets:
   Cash and cash equivalents                                            $   1,746             $   2,842
   Accounts receivable, less allowance for doubtful accounts
     of $2,080 and $2,360                                                  24,704                24,217
   Accounts receivable--other                                               1,256                 1,691
   Inventories                                                              7,883                 7,531
   Other current assets                                                     1,751                 1,333
                                                                        ---------             ---------
     Total current assets                                                  37,340                37,614
                                                                        ---------             ---------
Property, plant and equipment, net                                         20,915                20,967
Intangible assets, net                                                    129,982               130,824
Other assets                                                               19,457                19,582
                                                                        ---------             ---------
     Total assets                                                       $ 207,694             $ 208,987
                                                                        =========             =========

LIABILITIES AND MEMBERS' DEFICIT
Current liabilities:
   Accounts payable                                                     $  16,180             $  14,264
   Accrued advertising and sales allowances                                 4,846                 5,755
   Accrued interest                                                         5,096                 2,077
   Other current liabilities                                                4,408                 6,472
   Current portion of long-term debt                                        5,013                 5,010
                                                                        ---------             ---------
     Total current liabilities                                             35,543                33,578
                                                                        ---------             ---------
Long-term debt                                                            157,248               161,603
Other liabilities                                                           1,456                 1,463
                                                                        ---------             ---------
     Total long-term liabilities                                          158,704               163,066
                                                                        ---------             ---------
Commitments and contingencies
Redeemable cumulative preferred interests                                  21,034                20,423
Members' Deficit:
   Class A common interests                                                12,229                12,229
   Class B common interests                                                    --                    --
   Accumulated deficit                                                    (20,111)              (20,472)
   Foreign currency translation adjustment                                    295                   163
                                                                        ---------             ---------
     Total members' deficit                                                (7,587)               (8,080)
                                                                        ---------             ---------
     Total liabilities and members' deficit                             $ 207,694             $ 208,987
                                                                        =========             =========
</TABLE>

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

                                       4
<PAGE>   5
                               SLEEPMASTER L.L.C.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       For the Three Months Ended
                                                                       --------------------------
                                                                   March 31, 2000       March 31, 1999
                                                                   --------------       --------------
<S>                                                                <C>                  <C>
Net cash provided by operating activities                             $  3,769             $  2,278

Cash flows from investing activities:
   Purchases of property, plant and equipment, net                        (512)                (571)
   Acquisition, net of cash acquired                                        --              (24,356)
                                                                      --------             --------
     Net cash used in investing activities                                (512)             (24,927)
                                                                      --------             --------

Cash flows from financing activities:
   Proceeds from long-term debt                                             --               23,748
   Payments on long-term debt                                           (1,253)                 (95)
   Borrowings under revolving line of credit                             3,200                   --
   Payments on revolving line of credit                                 (6,300)                  --
   Loan origination fees                                                    --                 (467)
                                                                      --------             --------
     Net cash (used in) provided by financing activities.               (4,353)              23,186
                                                                      --------             --------

Net (decrease) increase in cash and cash equivalents                    (1,096)                 537
Cash and cash equivalents, beginning of period                           2,842                  162
                                                                      --------             --------
Cash and cash equivalents, end of period                              $  1,746             $    699
                                                                      ========             ========
</TABLE>

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

                                       5
<PAGE>   6
                               SLEEPMASTER L.L.C.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.  BASIS OF PRESENTATION

         The accompanying condensed consolidated financial statements include
the accounts of Sleepmaster L.L.C. ("Sleepmaster") and all majority-owned
domestic and foreign subsidiaries (the "Company"). All material intercompany
transactions and balances have been eliminated. The interim statements are
unaudited and, in the opinion of management, include all adjustments
(consisting only of normal recurring adjustments) considered necessary for a
fair presentation of the Company's financial position as of March 31, 2000 and
the results of its operations and cash flows for the interim periods presented.
The condensed consolidated balance sheet data at December 31, 1999 is derived
from the audited financial statements which are included in the Company's
Form 10-K/A for the year ended December 31, 1999 and which should be read
in connection with these financial statements. In accordance with the rules of
the Securities and Exchange Commission, these financial statements do not
include all disclosures required by generally accepted accounting principles.

         Operating results for the three month period ended March 31, 2000 are
not necessarily indicative of the results that may be expected for any other
interim period or for the year ending December 31, 2000.

         Certain reclassifications of previously reported financial information
were made to conform to the 2000 presentation.

2.  ACQUISITIONS

         Sleepmaster L.L.C. ("Sleepmaster") acquired the stock of Herr on
February 26, 1999, substantially all of the assets of Star on May 18, 1999 and
substantially all of the assets of Adam Wuest on November 5, 1999. Each of these
acquisitions has been accounted for under the purchase method of accounting and,
accordingly, their results are included in these unaudited condensed
consolidated financial statements since their respective dates of acquisition.

         The following summarized unaudited pro forma financial information (in
thousands) assumes that the acquisitions of Herr, Star and Adam Wuest were
consummated on January 1, 1999. The following also gives effect to the issuance
of $115,000,000 of 11% senior subordinated notes on May 18, 1999 and the
application of the proceeds therefrom. This information is not necessarily
indicative of the results that the Company would have achieved had these events
actually occurred on such dates or of the Company's actual or future results.

<TABLE>
<CAPTION>
                                                                                March 31, 1999
<S>                                                                                   <C>
         Net sales........................................................            $ 52,600
         Net income.......................................................            $  1,087
</TABLE>

3.  INVENTORIES

         Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                                               March 31, 2000       December 31, 1999
<S>                                                                           <C>                   <C>
         Raw materials....................................................    $          5,688      $          5,402
         Work-in-process..................................................                 427                   476
         Finished goods...................................................               1,768                 1,653
                                                                              ----------------      ----------------
                  Total inventories.......................................    $          7,883      $          7,531
                                                                              ================      ================
</TABLE>

                                       6
<PAGE>   7
4.  INTANGIBLE ASSETS

         Intangible assets consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                                               March 31, 2000       December 31, 1999
<S>                                                                           <C>                   <C>
         Goodwill.........................................................    $         35,176      $         35,176
         Licenses.........................................................             100,249               100,249
                                                                              ----------------      ----------------
                                                                                       135,425               135,425
         Less: accumulated amortization...................................               5,443                 4,601
                                                                              ----------------      ----------------
                                                                              $        129,982      $        130,824
                                                                              ================      ================
</TABLE>

5.  SUPPLEMENTAL CASH FLOW INFORMATION

         The Company recorded a charge to retained earnings (deficit) of
$611,000 and $548,000 for the three months ended March 31, 2000 and 1999,
respectively, representing the accretion of redeemable cumulative preferred
interests at a compounded annual rate of 12%.

6.  SUBSEQUENT EVENTS

         On April 28, 2000, Sleepmaster entered into and consummated a stock
purchase agreement with Simon Mattress Manufacturing Co. ("Simon Mattress")
and its stockholders, pursuant to which Sleepmaster purchased the capital stock
of Simon Mattress for approximately $40,000,000, net of cash acquired.
Sleepmaster financed the acquisition using proceeds from an expanded credit
facility, entered into on April 28, 2000. This facility amended and restated the
Company's existing credit facility to provide for an aggregate amount of
borrowings of up to $103,875,000, comprising a $33,000,000 revolving credit
facility, a $35,875,000 amortizing term loan facility and a $35,000,000
incremental amortizing term loan facility. The acquisition of Simon Mattress was
financed by borrowings under the incremental term loan facility and a portion
of the revolving credit facility. The terms of the amended and restated
facility are substantially equivalent to those of the prior facility.

7.  GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION

         As of May 18, 1999, Sleepmaster and each of its domestic wholly owned
subsidiaries ("Guarantor Subsidiaries") fully and unconditionally guaranteed, on
a joint and several basis, the obligation to pay principal and interest with
respect to the $115,000,000 of 11% senior subordinated notes due 2009 (the
"Notes"). The Company generates funds necessary to satisfy its debt service
obligations from either its own operations or by distributions or advances from
its subsidiaries. There are no contractual or legal restrictions that could
limit the Company's ability to obtain cash from its subsidiaries for the purpose
of meeting its debt service obligations, including the payment of principal and
interest on the Notes. Although holders of the Notes will be direct creditors of
Sleepmaster's principal direct subsidiaries by virtue of the guarantees,
Sleepmaster has a foreign subsidiary ("Non-Guarantor Subsidiary") that is not
included among the Guarantor Subsidiaries and such subsidiary will not be
obligated with respect to the Notes. As a consequence, the claims of creditors
of the Non-Guarantor Subsidiary will effectively have priority with respect to
the assets and earnings of this subsidiary over the claims of creditors of
Sleepmaster, including the holders of the Notes.

         The following supplemental condensed consolidating financial statements
present:

         1. Condensed consolidating balance sheets as of March 31, 2000 and
         December 31, 1999; condensed consolidating statements of income and
         cash flows for the three months ended March 31, 2000 and 1999.

         2. Sleepmaster, combined Guarantor Subsidiaries and Non-Guarantor
         Subsidiary with their investments in subsidiaries accounted for using
         the equity method.

         3. Elimination entries necessary to consolidate Sleepmaster and all of
         its subsidiaries.

                                       7
<PAGE>   8
                       SLEEPMASTER L.L.C. AND SUBSIDIARIES

            SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME
                        THREE MONTHS ENDED MARCH 31, 2000
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                            COMBINED
                                                            GUARANTOR       NON-GUARANTOR
                                            SLEEPMASTER    SUBSIDIARIES      SUBSIDIARY      ELIMINATIONS        TOTAL
<S>                                         <C>            <C>              <C>              <C>              <C>
Net sales                                   $ 18,763         $ 34,160         $  3,809         $   (631)        $ 56,101
Costs and expenses:
   Cost of sales                              12,485           20,590            2,395             (631)          34,839
   Selling, general and
   administrative                              4,486            8,939              830               --           14,255
   Amortization of intangibles                   122              623               97               --              842
   Interest expense, net                       2,696            1,846               (5)              --            4,537
   Other expense (income), net                    57               (4)             (21)              --               32
                                            --------         --------         --------         --------         --------
(Loss) income before income
   taxes                                      (1,083)           2,166              513               --            1,596
(Benefit) provision for income taxes            (398)             857              165               --              624
(Income) loss from equity
   investees, net of tax                      (1,657)              --               --            1,657               --
                                            --------         --------         --------         --------         --------
Net income (loss)                           $    972         $  1,309         $    348         $ (1,657)        $    972
                                            ========         ========         ========         ========         ========
</TABLE>

                                       8
<PAGE>   9
                       SLEEPMASTER L.L.C. AND SUBSIDIARIES

            SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME
                        THREE MONTHS ENDED MARCH 31, 1999
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                       COMBINED
                                                                       GUARANTOR
                                                      SLEEPMASTER     SUBSIDIARIES    ELIMINATIONS         TOTAL
<S>                                                   <C>             <C>             <C>                 <C>
Net sales                                              $ 18,185         $ 16,084         $    (42)        $ 34,227
Costs and expenses:
   Cost of sales                                         11,826            9,477              (42)          21,261
   Selling, general and administrative expenses           4,354            4,031               --            8,385
   Amortization of intangibles                              162              216               --              378
   Interest expense, net                                  1,981               49               --            2,030
   Other income, net                                        (85)              (1)              --              (86)
                                                       --------         --------         --------         --------
(Loss) income before income taxes                           (53)           2,312               --            2,259
(Benefit) provision for income taxes                        (21)             936               --              915
(Income) loss from equity investees,
   net of tax                                            (1,376)              --            1,376               --
                                                       --------         --------         --------         --------
Net income (loss)                                      $  1,344         $  1,376         $ (1,376)        $  1,344
                                                       ========         ========         ========         ========
</TABLE>

                                       9
<PAGE>   10
                       SLEEPMASTER L.L.C. AND SUBSIDIARIES

               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                                 MARCH 31, 2000
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                   COMBINED           NON-
                                                                   GUARANTOR        GUARANTOR
                                                 SLEEPMASTER      SUBSIDIARIES      SUBSIDIARY       ELIMINATIONS        TOTAL
<S>                                              <C>               <C>              <C>              <C>               <C>
ASSETS
Current assets:
Cash and cash equivalents                         $       0         $     782        $     964        $       0         $   1,746
Accounts receivable                                  11,442            12,170            1,441             (349)           24,704
Accounts receivable--other                              823               433               --               --             1,256
Intercompany receivable (payable)                         0            22,056            2,179          (24,235)               --
Inventories                                           2,400             5,032              451               --             7,883
Other current assets                                  1,268               838               37             (392)            1,751
                                                  ---------         ---------        ---------        ---------         ---------
   Total current assets                              15,933            41,311            5,072          (24,976)           37,340
                                                  ---------         ---------        ---------        ---------         ---------
Property, plant and equipment, net                    4,532            15,684              699               --            20,915
Intangible assets, net                               17,003            97,085           15,894               --           129,982
Intercompany receivable (payable)                    69,142                --               --          (69,142)               --
Investment in subsidiaries                           69,286                --               --          (69,286)               --
Other assets                                         19,571               900                4           (1,018)           19,457
                                                  ---------         ---------        ---------        ---------         ---------
   Total assets                                   $ 195,467         $ 154,980        $  21,669        $(164,422)        $ 207,694
                                                  =========         =========        =========        =========         =========
LIABILITIES AND MEMBERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable                                  $   6,295         $   9,850        $     384        $    (349)        $  16,180
Accrued advertising and sales allowances              2,694             1,848              304               --             4,846
Accrued interest                                      5,031                65               --               --             5,096
Other current liabilities                               390             3,018            1,392             (392)            4,408
Intercompany payable (receivable)                    23,994               325               --          (24,319)               --
Current portion of long-term debt                     4,500               513               --               --             5,013
                                                  ---------         ---------        ---------        ---------         ---------
   Total current liabilities                         42,904            15,619            2,080          (25,060)           35,543
                                                  ---------         ---------        ---------        ---------         ---------
Intercompany payable (receivable)                        --            69,142               --          (69,142)               --
Long-term debt                                      149,575             7,673               --               --           157,248
Other liabilities                                       446             1,338              690           (1,018)            1,456
                                                  ---------         ---------        ---------        ---------         ---------
   Total long-term liabilities                      150,021            78,153              690          (70,160)          158,704
                                                  ---------         ---------        ---------        ---------         ---------
Redeemable cumulative preferred interests            21,034                --               --               --            21,034
Members' (deficit) equity                           (18,492)           61,208           18,899          (69,202)           (7,587)
                                                  ---------         ---------        ---------        ---------         ---------
   Total liabilities and members' equity
   (deficit)                                      $ 195,467         $ 154,980        $  21,669        $(164,422)        $ 207,694
                                                  =========         =========        =========        =========         =========
</TABLE>

                                       10
<PAGE>   11
                       SLEEPMASTER L.L.C. AND SUBSIDIARIES

               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                                DECEMBER 31, 1999
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                   COMBINED           NON-
                                                                   GUARANTOR        GUARANTOR
                                                 SLEEPMASTER      SUBSIDIARIES      SUBSIDIARY     ELIMINATIONS           TOTAL
<S>                                              <C>              <C>               <C>            <C>                 <C>
ASSETS
Current assets:
Cash and cash equivalents                         $   1,294         $     934        $     612        $       2         $   2,842
Accounts receivable                                  10,282            11,800            2,310             (175)           24,217
Accounts receivable--other                            1,061               630               --               --             1,691
Intercompany (payable) receivable                       (17)           18,144            1,503          (19,630)               --
Inventories                                           2,378             4,637              516               --             7,531
Other current assets                                  1,076               626               24             (393)            1,333
                                                  ---------         ---------        ---------        ---------         ---------
   Total current assets                              16,074            36,771            4,965          (20,196)           37,614
                                                  ---------         ---------        ---------        ---------         ---------
Property, plant and equipment, net                    4,477            15,773              717               --            20,967
Intangible assets, net                               17,119            97,707           15,998               --           130,824
Intercompany receivable (payable)                    67,378                --               --          (67,378)               --
Investment in subsidiaries                           67,628                --               --          (67,628)               --
Other assets                                         19,132               569                3             (122)           19,582
                                                  ---------         ---------        ---------        ---------         ---------
   Total assets                                   $ 191,808         $ 150,820        $  21,683        $(155,324)        $ 208,987
                                                  =========         =========        =========        =========         =========
LIABILITIES AND MEMBERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable                                  $   4,984         $   8,808        $     645        $    (173)        $  14,264
Accrued advertising and sales allowances              3,541             1,758              456               --             5,755
Other current liabilities                             4,251             3,327            1,364             (393)            8,549
Intercompany payable (receivable)                    19,599                --               --          (19,599)               --
Current portion of long-term debt                     4,500               510               --               --             5,010
                                                  ---------         ---------        ---------        ---------         ---------
   Total current liabilities                         36,875            14,403            2,465          (20,165)           33,578
                                                  ---------         ---------        ---------        ---------         ---------
Intercompany payable (receivable)                        --            67,378               --          (67,378)               --
Long-term debt                                      153,800             7,803               --               --           161,603
Other liabilities                                      (437)            1,337              685             (122)            1,463
                                                  ---------         ---------        ---------        ---------         ---------
   Total long-term liabilities                      153,363            76,518              685          (67,500)          163,066
                                                  ---------         ---------        ---------        ---------         ---------
Redeemable cumulative preferred interests            20,423                --               --               --            20,423
Members' (deficit) equity                           (18,853)           59,899           18,533          (67,659)           (8,080)
                                                  ---------         ---------        ---------        ---------         ---------
   Total liabilities and members' equity
   (deficit)                                      $ 191,808         $ 150,820        $  21,683        $(155,324)        $ 208,987
                                                  =========         =========        =========        =========         =========
</TABLE>

                                       11
<PAGE>   12
                       SLEEPMASTER L.L.C. AND SUBSIDIARIES

          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                        THREE MONTHS ENDED MARCH 31, 2000
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                  COMBINED
                                                                  GUARANTOR      NON-GUARANTOR
                                                  SLEEPMASTER    SUBSIDIARIES     SUBSIDIARY     ELIMINATIONS        TOTAL
<S>                                               <C>            <C>             <C>             <C>             <C>
Net cash provided by (used in) operating
  activities                                        $ 4,851         $   204         $   371         $(1,657)        $ 3,769
                                                    -------         -------         -------         -------         -------

Cash flows from investing activities:
   Purchases of property, plant and
     equipment, net                                    (263)           (232)            (17)             --            (512)
   Net activity in investment in
     subsidiaries                                    (1,657)             --              --           1,657              --
                                                    -------         -------         -------         -------         -------
      Net cash (used in) provided by investing
        activities                                   (1,920)           (232)            (17)          1,657            (512)
                                                    -------         -------         -------         -------         -------

Cash flows from financing activities:
   Payments on long-term debt                        (1,125)           (128)             --              --          (1,253)
   Borrowings under revolving line of credit          3,200              --              --              --           3,200
   Payments on revolving line of credit              (6,300)             --              --              --          (6,300)
                                                    -------         -------         -------         -------         -------
      Net cash used in financing activities          (4,225)           (128)             --              --          (4,353)
                                                    -------         -------         -------         -------         -------

Net (decrease) increase in cash and cash
  equivalents                                        (1,294)           (156)            354              --          (1,096)
Cash and cash equivalents, beginning of
  period                                              1,294             938             610              --           2,842
                                                    -------         -------         -------         -------         -------
Cash and cash equivalents, end of period            $    --         $   782         $   964         $    --         $ 1,746
                                                    =======         =======         =======         =======         =======
</TABLE>

                                       12
<PAGE>   13
                       SLEEPMASTER L.L.C. AND SUBSIDIARIES

          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                        THREE MONTHS ENDED MARCH 31, 1999
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                           COMBINED
                                                                           GUARANTOR
                                                         SLEEPMASTER      SUBSIDIARIES     ELIMINATIONS        TOTAL
<S>                                                    <C>                <C>              <C>               <C>
Net cash provided by (used in) operating activities        $  3,563         $     59         $ (1,344)        $  2,278

Cash flows from investing activities:
   Purchases of property, plant and equipment, net             (571)              --               --             (571)
   Net activity in investment in subsidiaries                (1,376)              --            1,376               --
   Acquisition, net of cash acquired                        (24,356)              --               --          (24,356)
                                                           --------         --------         --------         --------
      Net cash (used in) provided by investing
         activities                                         (26,303)              --            1,376          (24,927)
                                                           --------         --------         --------         --------

Cash flow from financing activities:
   Proceeds from long-term debt                              23,748               --               --           23,748
   Payments on long-term debt                                    --              (95)              --              (95)
   Loan origination fees                                       (467)              --               --             (467)
                                                           --------         --------         --------         --------
      Net cash provided by (used in)
      financing activities                                   23,281              (95)              --           23,186
                                                           --------         --------         --------         --------

Net increase (decrease) in cash and cash equivalents            541              (36)              32              537
Cash and cash equivalents, beginning of period                   41              153              (32)             162
                                                           --------         --------         --------         --------
Cash and cash equivalents, end of period                   $    582         $    117         $     --         $    699
                                                           ========         ========         ========         ========
</TABLE>

                                       13
<PAGE>   14
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

      The following discussion of the Company's results of operations and of its
liquidity and capital resources should be read in conjunction with the Condensed
Consolidated Financial Statements of the Company and the related Notes thereto
included elsewhere herein.

GENERAL

      Sleepmaster acquired the stock of Herr on February 26, 1999, substantially
all of the assets of Star on May 18, 1999 and substantially all of the assets of
Adam Wuest on November 5, 1999. Each of these acquisitions has been accounted
for using the purchase method of accounting. The Company's historical results of
operations reflect the results of the acquired businesses since their respective
dates of acquisition. Therefore, the historical operating results of the Company
for the periods presented are not necessarily comparable.

QUARTER ENDED MARCH 31, 2000 AS COMPARED TO QUARTER ENDED MARCH 31, 1999

      Net Sales. Net sales increased 63.9%, or $21.9 million, to $56.1 for the
first quarter of 2000, from $34.2 million for the first quarter of 1999. A
significant portion of the increase was due to the contribution of net sales
from Herr, acquired on February 26, 1999, Star, acquired on May 18, 1999 and
Adam Wuest, acquired on November 5, 1999. Net sales contributed by Herr, Star
and Adam Wuest in the first quarter of 2000 were $5.7 million, $3.7 million and
$12.2 million, respectively. Excluding the acquisitions of Herr, Star, and Adam
Wuest, net sales increased by 7.1%, or $2.3 million, for the first quarter of
2000. Generally, higher unit sales volumes and higher average unit selling
prices resulting from shifts in product sales mix toward higher priced products
contributed to this increase.

      Cost of Sales. Cost of sales increased 63.9%, or $13.5 million, to $34.8
for the first quarter of 2000, from $21.3 million for the first quarter of 1999.
Cost of sales as a percentage of net sales remained constant at 62.1% in 2000
and 1999. Margins were favorably impacted by Sleepmaster successfully
obtaining volume-related cost savings on raw material purchases as a result of
the acquisitions of Herr, Star and Adam Wuest. This impact was offset by an
increase in direct labor costs.

      Selling, General and Administrative Expenses. Selling, general and
administrative expenses ("SG&A") increased 70.0%, or $5.9 million, to $14.3
million for the first quarter of 2000 from $8.4 million for the similar period
of 1999. The increase in SG&A is primarily due to the SG&A associated with the
Company's acquisitions of Herr, Star and Adam Wuest in 1999. SG&A as a
percentage of sales increased to 25.4% in the first quarter of 2000 from 24.5%
in the first quarter of 1999. This increase is primarily attributable to the
increase of corporate costs associated with the aforementioned acquisitions.

      Amortization of Intangibles. Amortization of intangibles increased $0.4
million to $0.8 million for the first quarter of 2000 from $0.4 for the first
quarter of 1999. The increase is a result of the intangible assets acquired in
connection with the acquisitions of Herr, Star and Adam Wuest in 1999.

      Interest Expense, Net. Interest expense increased $2.5 million to $4.5
million for the quarter ended March 31, 2000 from $2.0 million for the quarter
ended March 31, 1999. This increase was due primarily to the cost of additional
debt financing incurred for the acquisition of Adam Wuest and the issuance of
senior subordinated notes on May 18, 1999.

      Provision for Income Taxes. The provision for income taxes resulted in an
effective tax rate of 39.1% in the first quarter of 2000, down from 40.5% in
the first quarter of 1999. The effective tax rate decreased due to the
expansion of business activities into lower tax jurisdictions as a result of
the aforementioned acquisitions.

      Net Income. As a result of the above factors, net income decreased by $0.3
million, to $1.0 million for the quarter ended March 31, 2000 compared to $1.3
million for the quarter ended March 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

      The Company's principal source of cash to fund its liquidity needs is net
cash provided by operating activities and availability under its current credit
facility. Cash and cash equivalents decreased by $1.1 million to $1.7 million

                                       14
<PAGE>   15
as of March 31, 2000 from $2.8 million at December 31, 1999. Net cash provided
by operating activities totaled $3.8 million in the first quarter of 2000
compared to $2.3 in the first quarter of 1999. The increase in cash flows from
operations is primarily a result of the acquisitions of Herr, Star and Adam
Wuest. During the first quarter of 1999, net cash used in investing activities
totaled $24.9 million, primarily resulting from the acquisition of Herr on
February 26, 1999. During the first quarter of 2000, net cash of $4.4 million
was used in financing activities to reduce outstanding long-term borrowings,
compared with cash inflows of $23.2 million during the first quarter of 1999.
Financing cash inflows in 1999 arose primarily from borrowings under an
increased credit facility to acquire Herr.

      Capital expenditures totaled $0.5 million for the first quarter of 2000.
These capital expenditures consisted primarily of normal recurring capital
expenditures. Management expects that capital expenditures at all of its
existing facilities will be approximately $4.5 million in 2000. Management
believes that annual capital expenditure limitations under its current credit
facility will not significantly inhibit Sleepmaster from meeting its capital
needs.

      As of March 31, 2000, the Company had approximately $20.4 million
available under its revolving credit facility with letters of credit issued
totaling approximately $9.4 million outstanding. Management believes that cash
flows generated from operations, together with its borrowing capacity, are
sufficient to support the Company's operations and general business and
liquidity requirements for the foreseeable future.

SUBSEQUENT EVENTS

      On April 28, 2000, Sleepmaster entered into a stock purchase agreement
with another Serta, Inc. licensee, Simon Mattress Manufacturing Co. ("Simon
Mattress"), and its stockholders, pursuant to which Sleepmaster acquired the
capital stock of Simon Mattress. Simon Mattress is engaged in the manufacturing
and sale of conventional bedding products, including mattresses and box springs,
which are sold to both institutional purchasers and retailers in Northern
California, Oregon, Washington, Idaho, Nevada and Hawaii. Sleepmaster, as a
result of the transaction, will operate three additional manufacturing
facilities located in California, Washington and Hawaii which were previously
owned by Simon Mattress.

      The purchase price of the acquisition was approximately $40.0 million,
net of cash acquired. Sleepmaster financed the acquisition using proceeds from
an expanded credit facility entered into on April 28, 2000 with its existing
lenders.

YEAR 2000

      In order to minimize or eliminate the effect of the Year 2000 risk on the
Company's business systems and applications, the Company identified, evaluated,
implemented and tested changes to its computer systems, applications and
software necessary to achieve Year 2000 compliance. The computer systems and
equipment successfully transitioned to the Year 2000 with no significant issues.
The Company continues to keep its Year 2000 project management in place to
monitor latent problems that could surface at key dates or events in the future.
Management does not anticipate any significant problems related to these events.
The total cost of the Year 2000 compliance program was approximately $650,000
and was incurred principally during the first two quarters of 1999. The Company
expensed and capitalized the costs to complete its compliance plan in accordance
with appropriate accounting policies.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The Company is exposed to market risk from fluctuations in interest rates,
which could impact its consolidated financial position, results of operations
and cash flows. The Company manages its exposure to market risk through its
regular operating and financing activities. The Company does not use derivative
financial instruments for speculative or trading purposes and does not maintain
such instruments that may expose the Company to significant market risk.

      The Company's earnings are sensitive to changes in short-term interest
rates as a result of its borrowings under the amended and restated credit
facility. The Company also manages its portfolio of fixed-rate debt to reduce
its exposure to interest rate changes. The fair value of the Company's
fixed-rate long-term debt is sensitive to interest rate changes. Interest rate
changes would result in gains or losses in the fair value of this debt due to
differences between market interest rates and rates at the inception of the
obligation. Management does not foresee nor expect any significant changes in
its exposure to interest rate fluctuations, or in how such exposure is managed
in the near future.

                                       15
<PAGE>   16
FORWARD LOOKING STATEMENTS AND RISK FACTORS

      This document contains forward-looking statements within the meaning of
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Although the Company believes its plans are based upon reasonable
assumptions as of the current date, it can give no assurance that such
expectations can be attained. Factors that could cause actual results to differ
materially from the Company's expectations include; general business and
economic conditions; competitive factors; raw materials availability and
pricing; fluctuations in demand; and retention and availability of qualified
employees.


PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

      The Company is, from time to time, a party to litigation arising in the
normal course of business, most of which involves claims for personal injury
and property damage incurred in connection with its operations. Management
believes that none of these actions will have a material adverse effect on the
financial position, results of operations or cash flows, of the Company.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibit:
          27.1 Financial Data Schedule.

(b)      Report on Form 8-K:
          Report on Form 8-K, filed May 12, 2000, regarding the Company's
          acquisition of Simon Mattress Manufacturing Company.

                                       16
<PAGE>   17
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 in the City of Linden,
State of New Jersey.

                                    SLEEPMASTER L.L.C.



                                    By: /s/  Charles Schweitzer
                                        --------------------------------------
                                        President and Chief Executive Officer

Dated:  May 15, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated.

<TABLE>
<CAPTION>
               SIGNATURE                               CAPACITY                                 DATE

<S>                                       <C>                                               <C>
         /s/  Charles Schweitzer             President and Chief Executive                  May 15, 2000
         ---------------------------
               Charles Schweitzer                  Officer, Advisor


         /s/   James P. Koscica           Executive Vice President and Chief                May 15, 2000
         ---------------------------
               James P. Koscica               Financial Officer, Advisor
</TABLE>

                                       17