
<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 JUNE 30, 1998

                                       or

          ( ) TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

            For the transition period from ___________ to ___________

              -----------------------------------------------------

                        Commission File Number: 000-22313

              -----------------------------------------------------


                                 AMERIPATH, INC.
   --------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                   Delaware                            65-0642485
    --------------------------------------   -------------------------------
       (State or other jurisdiction                 (I.R.S. Employer
      of incorporation or organization)            Identification No.)

                           7289 Garden Road, Suite 200
                             Riviera Beach, FL 33404
    -------------------------------------------------------------------------
          (Address, including zip code, of principal executive office)

                                 (561) 845-1850
    -------------------------------------------------------------------------
               Registrant's telephone number, including area code

                                 NOT APPLICABLE
   ---------------------------------------------------------------------------
   (Former name, former address and 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 periods 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   .
                                      ---   ---

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

              Class                         Outstanding at August 11, 1998
-------------------------------------  -----------------------------------------
    Common stock, $.01 par value                  20,728,351 shares
<PAGE>   2



                        AMERIPATH, INC. AND SUBSIDIARIES

                          QUARTERLY REPORT ON FORM 10-Q

                                      INDEX

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION

                                                                                         Page No.
<S>                                                                                      <C> 
         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheets
                    as of June 30, 1998 (unaudited) and
                    December 31, 1997                                                    3

                  Condensed Consolidated Statements of Operations
                    for the Three and Six month periods ended June 30,
                    1998 and 1997 (unaudited)                                            4

                  Condensed Consolidated Statements of Cash Flows
                    for the Three and Six month periods ended June 30,
                    1998 and 1997 (unaudited)                                            5

                  Notes to Condensed Consolidated Financial Statements (unaudited)       6 - 10

         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations                          10 - 16

         Item 3.  Quantitative and Qualitative Disclosures about Market Risk             16

PART II --  OTHER INFORMATION

         Item 1.  Legal Proceedings                                                      16

         Item 2.  Changes in Securities and Use of Proceeds                              16

         Item 3.  Defaults Upon Senior Securities                                        17

         Item 4.  Submission of Matters to Vote of Security Holders                      17

         Item 5.  Other Information                                                      17

         Item 6.  Exhibits and Reports filed on Form 8-K                                 17

SIGNATURES                                                                               18

EXHIBITS                                                                                 19
</TABLE>

















                                       2

<PAGE>   3


PART I. - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                        AMERIPATH, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                              June 30,   December 31,
                           ASSETS                              1998         1997
                                                            -----------  ------------
                                                            (Unaudited)       *
<S>                                                          <C>           <C>     
CURRENT ASSETS:
    Cash and cash equivalents                                $  4,655      $    397
    Accounts receivable, net                                   28,562        23,520
    Inventories                                                   320           268
    Other current assets                                        2,665         2,532
                                                             --------      --------
         Total current assets                                  36,202        26,717
                                                             --------      --------

PROPERTY AND EQUIPMENT, NET                                     7,710         6,242
                                                             --------      --------

OTHER ASSETS:
    Goodwill, net                                             114,690       100,371
    Identifiable intangibles, net                             150,075       133,420
    Other                                                       2,408         2,477
                                                             --------      --------
         Total other assets                                   267,173       236,268
                                                             --------      --------
TOTAL ASSETS                                                 $311,085      $269,227
                                                             ========      ========

            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accounts payable and accrued expenses                    $ 12,511      $ 11,869
    Current portion of long-term debt                           1,645         2,720
                                                             --------      --------
         Total current liabilities                             14,156        14,589

LONG-TERM LIABILITIES:
     Revolving loan                                           100,661         6,605
     Senior term loan                                              --        64,350
     Subordinated notes                                         1,156         1,399
     Deferred tax liability                                    36,067        37,467
                                                             --------      --------
         Total liabilities                                    152,040       124,410
                                                             --------      --------

COMMON STOCKHOLDERS' EQUITY:
    Common stock                                                  202           196
    Additional paid in capital                                140,528       134,590
    Retained earnings                                          18,315        10,031
                                                             --------      --------
         Total common stockholders' equity                    159,045       144,817
                                                             --------      --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $311,085      $269,227
                                                             ========      ========
</TABLE>

* Condensed from audited financial statements



                 The accompanying notes are an integral part of
                           these financial statements






                                       3


<PAGE>   4

                         AMERIPATH, INC. AND SUBSIDARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Three Months Ended           Six Months Ended
                                                                  June 30,                       June 30,
                                                           -----------------------       -----------------------
                                                              1998          1997           1998            1997
                                                           --------       --------       --------       --------
<S>                                                        <C>            <C>            <C>            <C>     
Net revenue                                                $ 40,826       $ 23,264       $ 78,817       $ 45,321

Operating costs:
   Cost of services                                          18,024         10,463         35,212         20,556

   Selling, general and administrative expense                6,598          4,273         12,788          8,587

   Provision for doubtful accounts                            4,112          2,205          8,044          4,327

   Amortization expense                                       2,274          1,211          4,325          2,410
                                                           --------       --------       --------       --------

Income from operations                                        9,818          5,112         18,448          9,441

Other expense:
    Interest expense                                         (1,862)        (2,125)        (3,617)        (4,057)
    Nonrecurring charge                                          --         (1,289)            --         (1,289)
    Other expense, net                                         (116)           (83)          (168)           (57)
                                                           --------       --------       --------       --------

Income before income taxes                                    7,840          1,615         14,663          4,038

Provision for income taxes                                    3,342            694          6,378          1,736
                                                           --------       --------       --------       --------

Net income                                                 $  4,498       $    921       $  8,285       $  2,302
                                                           ========       ========       ========       ========

Basic Earnings Per Common Share:
          Basic weighted average shares outstanding          19,884          5,849         19,779          5,821
                                                           ========       ========       ========       ========

          Basic earnings per common share                  $   0.23       $   0.14       $   0.42       $   0.36
                                                           ========       ========       ========       ========

Diluted Earnings Per Common Share:
          Diluted weighted average shares outstanding        20,678         11,989         20,550         11,962
                                                           ========       ========       ========       ========

          Diluted earnings per common share                $   0.22       $   0.08       $   0.40       $   0.19
                                                           ========       ========       ========       ========
</TABLE>


                 The accompanying notes are an integral part of
                           these financial statements




                                       4
<PAGE>   5

                        AMERIPATH, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                Six Months Ended
                                                                     June 30,
                                                             -----------------------
                                                               1998          1997
                                                             --------       --------
<S>                                                          <C>            <C>     
CASH FLOWS FROM OPERATING ACTIVITIES                         $  9,607       $  6,114
                                                             --------       --------


CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisition of property and equipment                      (2,047)        (1,983)
    Purchase of subsidiaries, net of cash acquired            (26,843)        (1,275)
    Payments of contingent notes                               (4,367)        (1,444)
                                                             --------       --------

    Net cash used in investing activities                     (33,257)        (4,702)
                                                             --------       --------


CASH FLOWS FROM FINANCING ACTIVITIES:
    Debt and stock issuance costs                                (263)          (973)
    Offering costs                                                 --         (1,591)
    Principal payments on long-term debt                       (1,023)          (731)
    Borrowings under senior term loan                              --         65,000
    Issuance of common stock under stock option plan              138             --
    Net borrowings (payments) under revolving loan             29,056        (64,344)
                                                             --------       --------

    Net cash provided by (used in) financing activities        27,908         (2,639)
                                                             --------       --------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                4,258         (1,227)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                    397          2,262
                                                             --------       --------

CASH AND CASH EQUIVALENTS, END OF PERIOD                     $  4,655       $  1,035
                                                             ========       ========

</TABLE>

                 The accompanying notes are an integral part of
                           these financial statements




















                                       5

<PAGE>   6


                        AMERIPATH, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



NOTE 1 - BASIS OF PRESENTATION

The condensed consolidated financial statements include the accounts of
AmeriPath, Inc. and Subsidiaries (the "Company") and have been prepared in
accordance with generally accepted accounting principles for interim financial
reporting and in accordance with Rule 10-01 of Regulation S-X. Accordingly, the
financial statements do not include all of the information and notes required by
generally accepted accounting principles for complete financial statements.

In the opinion of management, the accompanying financial statements contain all
adjustments (consisting of normal recurring items) necessary for a fair
presentation of results for the interim periods presented. The results of
operations for any interim periods are not necessarily indicative of results for
a full year. The financial statements and footnote disclosures should be read in
conjunction with the Company's December 31, 1997 audited consolidated financial
statements and the notes thereto, which are included in the Company's Form 10-K
for the year ended December 31, 1997, which was filed under the Securities
Exchange Act of 1934, as amended, (Commission number 000-22313).

Reclassification - Certain amounts have been reclassified to conform to the June
30, 1998 presentation.

NOTE 2 - ACQUISITIONS

During the first six months of 1998, the Company acquired or became affiliated
with seven anatomic pathology practices in Indiana, Texas, Florida, Mississippi
and Wisconsin. The total consideration paid by the Company in connection with
these acquisitions included cash of $25.9 million and 597,741 shares of common
stock. In addition, the Company issued additional purchase price consideration
in the form of contingent notes. In five of the acquisitions, payments under the
notes are contingent upon the achievement of stipulated levels of cumulative
operating earnings (as defined) of the acquired practice over a five year
period. If the maximum levels of cumulative operating earnings for the Practices
specified in the contingent notes are achieved, the Company would be required to
make aggregate maximum payments, including principal and interest, of $21.2
million over the next five years. In the two other acquisitions, payments under
the notes are contingent upon retention of a hospital contract for periods
ranging from three to five years. If the Practice retains the hospital contract
for the specified period, the maximum aggregate payments the Company may be
required to make, including principal and interest, is $1.5 million.

The allocation of the purchase price of the 1997 acquisitions and the 1998
acquisitions (the "Acquisitions") is preliminary, while the Company continues to
obtain the information necessary to determine the fair value of the assets
acquired and liabilities assumed. When the Company obtains final information,
management believes that adjustments, if any, will not be material in relation
to the consolidated financial statements.

The accompanying financial statements include the results of operations of the
1998 acquisitions from the date acquired through June 30, 1998. The following
unaudited pro forma information presents the consolidated results of the
Company's operations and the results of operations of the Acquisitions for the
year ended December 31, 1997 and the six months ended June 30, 1998, after
giving affect to amortization of goodwill and identifiable intangible assets,
interest expense on long-term debt incurred in connection with these
acquisitions, and the reduced level of certain specific operating expenses
(primarily compensation and related expenses attributable to former owners) as
if the acquisitions had been consummated on January 1, 1997. Such unaudited pro
forma information is based on historical financial information with respect to
the Acquisitions and does not include operational or other changes which might
have been effected by the Company.



                                       6
<PAGE>   7


                        AMERIPATH, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                   (Unaudited)

The unaudited pro forma information for the six months ended June 30, 1998 and
the year ended December 31, 1997 presented below is for illustrative information
purposes only and is not indicative of results which would have been achieved or
results which may be achieved in the future (in thousands except per share
data).

                                         Pro Forma (unaudited)
                                    -------------------------------
                                       Six Months
                                         Ended          Year Ended
                                        June 30,       December 31,
                                          1998             1997
                                    ---------------    ------------

Net revenue                         $        83,760      $158,975
                                    ===============      ========

Net income                          $         8,993      $ 13,852
                                    ===============      ========

Net income per share (diluted)      $          0.43      $   0.86
                                    ===============      ========

NOTE 3 - INTANGIBLE ASSETS

Intangible assets and the related accumulated amortization and amortization
periods are as follows (dollars in thousands):
<TABLE>
<CAPTION>

                                                                     Amortization Periods
                                                                           (years)
                                                                  -------------------------
                                   June 30,      December 31,                      Weighted
                                     1998            1997         Range            Average
                                  ---------      ------------     -----            --------
<S>                               <C>             <C>             <C>               <C> 
Hospital contracts                $ 105,179       $  91,250       35-40             35.5
Physician client lists               46,158          43,321       17-30             22.0
Laboratory contracts                  4,400           4,400          10             10.0
Management service agreement          2,459              --          25             25.0
                                  ---------       ---------
                                    158,196         138,971
Accumulated amortization             (8,121)         (5,551)
                                  ---------       ---------
Balance, net                      $ 150,075       $ 133,420
                                  =========       =========


Goodwill                          $ 119,503       $ 103,475       15-35             33.9
Accumulated amortization             (4,812)         (3,104)
                                  ---------       ---------
Balance, net                      $ 114,690       $ 100,371
                                  =========       =========
</TABLE>

NOTE 4 - COMMITMENTS AND CONTINGENCIES

Liability Insurance - The Company is insured with respect to general liability
and medical malpractice risks on a claims made basis. The Company has provided a
reserve for incurred but not reported incidents. It is the opinion of management
that the ultimate resolution of any unasserted claims will not have a material
adverse effect on the Company's financial position or results of operations.

Healthcare Matters - The healthcare industry in general, and the services the
Company provides are subject to extensive federal and state laws and
regulations. Additionally, a significant portion of the Company's net revenue is
from payments by government-sponsored health care programs, principally Medicare
and Medicaid, and is subject to audit and adjustments by applicable regulatory
agencies. Failure






                                       7

<PAGE>   8

                        AMERIPATH, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                   (Unaudited)

to comply with any of these laws or regulations, the results of regulatory
audits and adjustments, or changes in the amounts payable for the Company's
services under these programs could have a material adverse effect on the
Company's financial position and results of operations.

In addition, the Company has contracts to provide pathology services for 27
Columbia/HCA Healthcare Corporation ("Columbia") hospitals. Columbia is
currently under government investigation and is evaluating its operating
strategies including the sale, spin-off or closure of certain hospitals. The
government's investigation of Columbia and Columbia's re-evaluation of its
operating strategies may adversely effect the Company, including but not limited
to, through reduction of revenue, termination or non-renewal of existing
contracts, adverse publicity and/or difficulties obtaining new or expanded
contracts.

NOTE 5 - SUPPLEMENTAL CASH FLOW INFORMATION

The following supplemental information presents the non-cash impact on the
balance sheets of assets acquired and liabilities assumed in connection with the
acquisitions or affiliations consummated during the six months ended June 30,
1998. No acquisitions were consummated during the six months ended June 30, 1997
(dollars in thousands):

                                                                 Six Months 
                                                                   Ended
                                                                   June 30,
                                                                    1998
                                                                 ----------
Assets acquired                                                   $ 35,382
Liabilities assumed                                                 (2,325)
Common stock issued                                                 (5,807)
                                                                  --------
Cash paid                                                           27,250
Less cash acquired                                                    (407)
                                                                  --------
         Net cash paid                                            $ 26,843
                                                                  ========

NOTE 6 - CREDIT FACILITY

On April 28, 1998, the Company amended its credit facility with a syndicate of
banks led by co-agents BankBoston N.A. and NationsBank N.A., as lenders and
agents (the "Agents"), which provides for borrowings of up to $200.0 million in
the form of a revolving loan that may be used for working capital purposes (in
an amount limited to 75% of the Company's net accounts receivable, as reflected
on the Company's quarterly consolidated balance sheet) and to fund acquisitions
if not otherwise used for working capital purposes. The Company must comply with
certain requirements as defined in the credit agreement to utilize the credit
facility to fund acquisitions. Interest is payable monthly and all outstanding
advances under the revolving loan are due and payable on April 30, 2003. The
amended credit facility bears interest at variable rates, based, at the
Company's option, on the Agents' base rate or the Eurodollar rate plus a premium
that is adjusted based on the Company's quarterly ratio of total debt to cash
flow. The amended credit facility also requires the quarterly payment of an
annual commitment fee equal 0.25%, on the unused portion of the commitment. The
Company used a portion of the funds under the amended credit facility to
refinance existing indebtedness and will use the remaining availability for its
acquisition program and working capital.

The credit facility contains covenants which, among other things, require the
Company to maintain certain financial operating ratios and impose certain
limitations or prohibitions on the Company with respect to the incidence,
guaranty or assumption of indebtedness, the payment of dividends, cash
distributions, new debt issuance, sale of assets, leasing commitments and annual
capital expenditures, and contains provisions





                                       8


<PAGE>   9



                        AMERIPATH, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                   (Unaudited)

which preclude mergers and acquisitions under certain circumstances. All of the
Company's assets are pledged as collateral under the credit facility.

NOTE 7 - EARNINGS PER SHARE

Earnings per share are computed and presented in accordance with SFAS No. 128,
Earnings Per Share, which the Company adopted in the fourth quarter of 1997.
Basic earnings per share excludes dilution and is computed by dividing income
attributable to common stockholders by the weighted-average number of common
shares outstanding for the period. Diluted earnings per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity. The
effects of convertible preferred stock are calculated using the as if converted
method and the effects of stock options are calculated using the treasury stock
method. All prior reported earnings per share data has been restated in
accordance with SFAS No. 128 (in thousands except per share data).

<TABLE>
<CAPTION>
                                                       Three Months Ended           Six Months Ended
                                                            June 30,                    June 30,
                                                        1998          1997           1998          1997
                                                      --------      --------       --------      --------
<S>                                                   <C>           <C>            <C>           <C>     
Basic Earnings Per Common Share:
     Net income                                       $  4,498      $    921       $  8,285      $  2,302
     Preferred stock dividends                              --           (95)            --          (189)
                                                      --------      --------       --------      --------
     Income attributable to common stockholders       $  4,498      $    826       $  8,285      $  2,113
                                                      ========      ========       ========      ========

     Basic weighted average shares outstanding          19,884         5,849         19,779         5,821
                                                      --------      --------       --------      --------
     Basic earnings per common share                  $   0.23      $   0.14       $   0.42      $   0.36
                                                      ========      ========       ========      ========

Diluted Earnings Per Common Share:
     Net income                                       $  4,498      $    921       $  8,285      $  2,302
                                                      ========      ========       ========      ========
     Weighted average shares outstanding                19,884         5,849         19,779         5,821
     Effects of convertible preferred stock
         and stock options                                 794         6,140            771         6,141
                                                      --------      --------       --------      --------
     Diluted weighted average shares outstanding        20,678        11,989         20,550      $ 11,962
                                                      ========      ========       ========      ========
     Diluted earnings per common share                $   0.22      $   0.08       $   0.40      $   0.19
                                                      ========      ========       ========      ========
</TABLE>

Options to purchase 50,000 shares of common stock at an average price of $16.73
per share which were outstanding at June 30, 1998 have been excluded from the
calculation of diluted earnings per share for the three and six periods months
ended June 30, 1998 because their effect would be anti-dilutive.

NOTE 8 - NONRECURRING CHARGE

In May 1997, the Company withdrew its registration statement filed with the
Securities and Exchange Commission and postponed it planned initial public
offering of common stock. During the quarter ended June 30, 1997, the Company
recorded a nonrecurring charge of $1.3 million, primarily professional fees and
printing costs, which represented offering costs incurred prior to the
postponement that did not have a continuing benefit after the postponement.







                                       9

<PAGE>   10



                        AMERIPATH, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                   (Unaudited)

NOTE 9 - SUBSEQUENT EVENTS

Effective July 1, 1998, the Company completed the acquisitions of Severance &
Associates, P.A. and Pathology Affiliated Services, L.L.C. ("Severance") and
Pasadena Pathology, Edward K. Miller, M.D., P.A., d/b/a Pasadena Pathology,
("Pasadena"). Total consideration paid by the Company in connection with these
acquisitions included cash of approximately $12.0 million and 564,577 shares of
common stock. In addition, the Company issued additional purchase price to the
sellers in the form of contingent notes. The contingent notes issued to
Severance are payable upon the achievement of stipulated levels of cumulative
operating earnings of the practice over a five year period. The contingent notes
issued to Pasadena are contingent upon retention of a hospital contract for a
specified period.

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

QUALIFICATION OF FORWARD-LOOKING STATEMENTS

The statements contained in this Report that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including
without limitation statements regarding the Company's expectations, beliefs,
intentions or strategies regarding the future. All forward-looking statements
included in this document are based on information available to the Company on
the date hereof, and the Company assumes no obligation to update any such
forward-looking statements. The forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause actual results,
experience and effects and the performance or achievements of the Company to be
materially different from those anticipated, expressed or implied by the
forward-looking statements (including, without limitation, those risks,
uncertainties and other factors identified in the Company's Form 10-K for fiscal
1997 under "Business" and elsewhere therein). In evaluating the Company's
business, the following factors, in addition to the other information set forth
herein and in the Company's 10-K, should be carefully considered: competition;
success of the Company's operating initiatives and growth strategy; healthcare
regulation; payment and reimbursement rates under government sponsored
healthcare programs; dependence upon pathologists; labor and technology costs;
general economic conditions; advertising and promotional efforts; availability,
locations and terms of additional practices for acquisition and/or development
and the success of the Company's acquisition strategy. In addition, the
Company's strategy to penetrate and develop new markets involves a number of
risks and challenges and there can be no assurance that the healthcare
regulations of the new states in which the Company enters and other factors will
not have a material adverse effect on the Company. The factors which may
influence the Company's success in each targeted market in connection with this
strategy include: the selection of appropriate qualified practices; negotiation
and execution of definitive acquisition and/or affiliation, management services
and/or employment agreements; the economic stability of each targeted market;
compliance with the healthcare and/or other laws and regulations in each
targeted market, including the regulation of the healthcare industry in each
targeted market on a national, regional and local basis (including health,
safety, waste disposal and zoning laws); compliance with applicable licensing
approval procedures; restrictions under labor and employment laws, especially
non-competition covenants; access to affordable capital; governmental
reimbursement and assistance programs and tax laws.

OVERVIEW

The Company is the leading physician practice management company focused on
anatomic pathology services, based on an analysis of geographic breadth, number
of physicians, number of hospital contracts, 







                                       10



<PAGE>   11

number of practices and net revenue. As of June 30, 1998, the Company owned or
was affiliated with 24 anatomic pathology practices (the "Practices") located in
nine states which employed 163 pathologists. The pathologists provide medical
services in 19 outpatient pathology laboratories owned and operated by the
Company and in inpatient laboratories for 97 hospitals and 33 outpatient surgery
centers.

The Company manages and controls all of the non-medical functions of the
Practices, including: (i) recruiting, training, employing and managing the
technical and support staff of the Practices; (ii) developing, equipping and
staffing laboratory facilities; (iii) establishing and maintaining courier
services to transport specimens; (iv) negotiating and maintaining contracts with
hospitals, national clinical laboratories and managed care organizations and
other payors; (v) providing financial reporting and administration, clerical,
purchasing, payroll, billing and collection, information systems, sales and
marketing, risk management, employee benefits, legal, tax and accounting
services to the Practices; (vi) complying with applicable laws and regulations;
and (vii) with respect to the Company's ownership and operation of anatomic
pathology laboratories, providing slide preparation and other technical
services. The Company is not licensed to practice medicine.

RESULTS OF OPERATIONS FOR THE SIX AND THREE MONTH PERIODS ENDED JUNE 30, 1998
AND 1997

The Company derives its net revenue from the Practices it owns or manages. The
Company typically bills government programs (principally Medicare and Medicaid),
indemnity insurance companies, managed care organizations, national clinical
laboratories, physicians and patients on a fee-for-service basis. Net revenue
differs from amounts billed for services due to: (i) Medicare and Medicaid
reimbursements at annually established rates; (ii) payments from managed care
organizations at discounted fee-for-service rates; (iii) negotiated
reimbursement rates with other third party payors; (iv) rates negotiated under
sub-contracts with national clinical laboratories for the provision of anatomic
pathology services; and (v) discounts and other allowances, principally from
private pay accounts.

The majority of services furnished by the Company's pathologists are anatomic
pathology services. Medicare reimbursement for these services represented
approximately 23% of the Company's cash collections for the six months ended
June 30, 1998. As of January 1, 1992, Medicare reimbursed all physician
services, including anatomic pathology services, based on a methodology known as
the Resource-Based Relative Value System ("RBRVS"), which was fully phased in by
1996. Overall, anatomic pathology reimbursement rates declined during the fee
schedule phase-in period, despite an increase in payment rates for certain
pathology services performed by the Company.

In June 1998, the Health Care Financing Administration published proposed
regulations that would recalculate a key component of the RBRVS to reflect
resource consumption rather than historical charge data. Two alternative
approaches to such calculation were proposed and a final decision is expected in
late 1998, with the new fee schedules phased in over the period 1999 to 2002.
The impact of this proposed methodology on the Company's Medicare revenue cannot
be determined at this time, and will depend on the approach selected, changes in
other factors in the RBRVS reimbursement computation and the mix of pathology
services furnished by the Company. Other potential changes in government and
third-party payer reimbursement, resulting from federal, state or local
legislation, the impact of managed care, or other market pressures, may also
create downward pressure on reimbursement and make the market for the Company's
services more competitive, which could in turn have an adverse impact on the
Company's gross profits. The Company's Form 10-K for the year ended December 31,
1997, previously filed with the Securities and Exchange Commission, contains
additional information regarding the complex area of reimbursement.

During the first six months of 1998, the Company acquired or became affiliated
with seven practices, the results of which are included in the Company's
operating results from the effective date of acquisition. Changes in operations
between the three and six month periods ended June 30, 1998 and 1997 were
primarily due to the Acquisitions which were completed during or subsequent to
the second quarter ended 














                                       11


<PAGE>   12

June 30, 1997. References to "same practice" means those practices at which the
Company provided services for the entire period of which the amount is
calculated and the entire prior comparable period.

         NET REVENUES

Net revenue increased to $78.8 million for the six months ended June 30, 1998 as
compared with $45.3 million for the same period in 1997, an increase of $33.5
million, or 74%. Same practice net revenue increased $6.4 million, or 14.1%,
consisting of a $6.1 million increase in outpatient net revenue and a $300,000
increase in hospital based net revenue. The remaining increase of $27.1 million
was from the Acquisitions, which occurred during or subsequent to the six months
ended June 30, 1997. The increase in same practice net revenue resulted
primarily from the expansion of a contract with a national clinical laboratory
which increased same practice outpatient net revenue by $2.9 million. In
addition, there was an increase in the Medicare reimbursement rate which
increased same practice revenue by approximately $1.1 million.

Net revenue increased to $40.8 million for the three months ended June 30, 1998,
as compared with $23.3 million for the same period in 1997, an increase of $17.5
million, or 75%. Same practice growth increased $3.2 million, or 13.8%,
consisting of a $3.1 million increase in outpatient practice net revenue and a
$100,000 increase in hospital based net revenue. The remaining increase of $14.3
million was from the Acquisitions, which occurred during or subsequent to the
three months ended June 30, 1997. The increase in same practice net revenue
resulted primarily from the expansion of a contract with a national clinical
laboratory which increased same practice outpatient net revenue by $1.4 million.
In addition, there was an increase in the Medicare reimbursement rate which
increased same practice revenue by approximately $600,000.

As of June 30, 1998, Columbia owned 27 of the hospitals with which the Company
has contracts to provide pathology services. For the six months ended June 30,
1998, approximately 23% of the Company's net revenue was generated directly from
these contracts. In addition, the Company has contracts with SmithKline Beecham
Laboratories, Inc. ("SmithKline") to provide pathology services. For the six
months ended June 30, 1998, the net revenue from SmithKline was approximately 7%
of the Company's consolidated net revenue. Generally, the contracts with
Columbia and SmithKline have terms of less than five years and may or may not
contain renewal provisions. Some of the contracts contain clauses that allow for
termination by either party with relatively short notice. Although the Company,
through the acquired practices, has had relationships with these hospitals and
SmithKline for extended periods of time, the termination of one or more of these
contracts could have a material adverse effect on the Company's financial
position and results of operations.

         COST OF SERVICES

Cost of services increased by $14.6 million, or 71%, to $35.2 million for the
six months ended June 30, 1998 from $20.6 million for the same period in 1997.
Of this increase, $4.0 million was attributable to same practice growth and
$10.6 million from the Acquisitions which occurred during or subsequent to the
six months ended June 30, 1997. The gross margin on the same practice revenue
for the six months ended June 30, 1998, was approximately 52% as compared to the
Company's consolidated gross margin of approximately 55% due primarily to a
lower fee schedule on the expanded contract with a national clinical laboratory.

Cost of services increased by $7.5 million, or 72%, to $18.0 million for the
three months ended June 30, 1998 from $10.5 million for the same period in 1997.
Of this increase, $1.9 million was attributable to same practice growth and $5.6
million from the Acquisitions which occurred during or subsequent to the three
months ended June 30, 1997. The gross margin on the same practice revenue was
approximately 53% for the three months ended June 30, 1998.




                                       12
<PAGE>   13


         SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

Selling, general and administrative expense increased by $4.2 million, or 49%,
to $12.8 million for the six months ended June 30, 1998 from $8.6 million for
the same period in 1997. Of this increase, $1.4 million was attributable to same
practice growth and $2.8 million from the Acquisitions which occurred during or
subsequent to the six months ended June 30, 1997. The same practice increase is
primarily attributable to increased staffing levels in marketing, billing, human
resources and accounting and other costs incurred to expand the Company's
administrative support infrastructure.

Selling, general and administrative expense increased by $2.3 million, or 54%,
to $6.6 million for the three months ended June 30, 1998 from $4.3 million for
the same period in 1997. Of this increase, $800,000 was attributable to same
practice growth and $1.5 million from the Acquisitions which occurred during or
subsequent to the three months ended June 30, 1997. The same practice increase
is primarily attributable to increased staffing levels in marketing, billing,
human resources and accounting and other costs incurred to expand the Company's
administrative support infrastructure.

         PROVISION FOR DOUBTFUL ACCOUNTS

The provision for doubtful accounts increased by $3.7 million, or 86%, to $8.0
million for the six months ended June 30, 1998, from $4.3 million for the same
period in 1997. The dollar increase is primarily due to the increase in net
revenues from the Acquisitions which occurred during or subsequent to the six
months ended June 30, 1997. The provision for doubtful accounts as a percentage
of net revenue was 10.2% and 9.5% for the six month periods ended June 30, 1998
and 1997, respectively. The increase in the provision for doubtful accounts as a
percentage of net revenue is due primarily to the increase in hospital based net
revenue. Hospital based practices generally have a higher provision for doubtful
accounts as a percent of net revenue due to a larger concentration of indigent
and private pay patients, more difficulties gathering complete and accurate
billing information and longer billing and collection cycles.

The provision for doubtful accounts increased by $1.9 million, or 86%, to $4.1
million for the three months ended June 30, 1998, from $2.2 million for the same
period in 1997. The dollar increase is primarily due to the completion of the
Acquisitions which occurred during or subsequent to the three months ended June
30, 1997. The provision for doubtful accounts as a percentage of net revenue was
10.1% and 9.5% for the three month periods ended June 30, 1998 and 1997,
respectively. The increase in the provision for doubtful accounts as a
percentage of net revenue is due primarily to the increase in hospital based net
revenue.

         AMORTIZATION EXPENSE

Amortization expense increased by $1.9 million, or 80%, to $4.3 million for the
six months ended June 30, 1998, from $2.4 million for the same period in 1997.
This increase is primarily attributable to the amortization of goodwill and net
identifiable intangible assets as a result of the Acquisitions which occurred
during or subsequent to the six months ended June 30, 1997, and payments made on
the contingent notes. Amortization expense is expected to increase in the future
as a result of additional identifiable intangible assets and goodwill arising
from future acquisitions, and any payments required to be made pursuant to the
contingent notes issued in connection with acquisitions. Additionally, the
Company evaluates the carrying values attributable to identifiable intangible
assets and goodwill on an ongoing basis. In the event of an impairment of the
values attributable to goodwill or identifiable intangible assets, there would
be a charge to earnings that could have a material adverse effect on the
Company's financial position and results of operations.

Amortization expense increased by $1.1 million, or 88%, to $2.3 million for the
three months ended June 30, 1998, from $1.2 million for the same period in 1997.
This increase is primarily attributable to the amortization of goodwill and net
identifiable intangible assets as a result of the Acquisitions which 













                                       13


<PAGE>   14

occurred during or subsequent to the three months ended June 30, 1997, and
payments made on the contingent notes.

         INCOME FROM OPERATIONS

Income from operations increased by $9.0 million, or 95%, to $18.4 million for
the six months ended June 30, 1998 from $9.4 million for the same period in
1997. Of this increase $8.9 million was attributable to the completion of the
Acquisitions subsequent to the six months ended June 30, 1997. The same practice
income from operations increased approximately $1.8 million excluding a $1.7
million increase in expenses associated with increased marketing, human
resources, and accounting and other expenses incurred to expand the Company's
support infrastructure. Income from operations as a percent of net revenue
increased to 10.5% for the six months ended June 30, 1998 as compared 5.1% for
the same period in 1997.

Income from operations increased by $4.7 million, or 92%, to $9.8 million for
the three months ended June 30, 1998 from $5.1 million for the same period in
1997. Of this increase $4.6 million was attributable to the completion of the
Acquisitions subsequent to the three months ended June 30, 1997. The same
practice income from operations increased approximately $1.1 million excluding a
$1.0 million increase in expenses associated with increased marketing, human
resources, and accounting and other expenses incurred to expand the Company's
support infrastructure.

         NONRECURRING CHARGE

During the three and six month periods ended June 30, 1997, the Company
wrote-off certain deferred offering costs aggregating $1.3 million, primarily
consisting of professional fees and printing costs related to a registration
statement (relating to an intended initial public offering of shares of common
stock) filed by the Company with the Securities and Exchange Commission that was
withdrawn in May 1997.

         INTEREST EXPENSE AND OTHER EXPENSE, NET

Interest expense decreased by $440,000 or 11%, to $3.6 million for the six
months ended June 30, 1998, from $4.1 million for the same period in 1997. The
majority of this decrease was attributable to the lower average amount of debt
outstanding in the first six months of 1998 as compared to the first six months
of 1997 and to more favorable interest rate terms under the Company's amended
$200 million credit facility. The Company's effective annual interest rate on
the $200 million amended credit facility at June 30, 1998, was 6.8%

Interest expense decreased by $263,000 or 12%, to $1.9 million for the three
months ended June 30, 1998, from $2.1 million for the same period in 1997.

         INCOME TAX RATE

The effective income tax rate was approximately 43.5% for the six month period
ended June 30, 1998, as compared to approximately 43.0% for six month period
ended June 30, 1997. The increase in the Company's effective tax rate was
primarily due to the non-deductibility of amortization expense relating to
intangible assets from certain of its acquisitions.

The effective income tax rate was approximately 42.6% for the three month period
ended June 30, 1998, as compared to approximately 43.0% for three month period
ended June 30, 1997.




                                       14
<PAGE>   15


LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1998, the Company had working capital of approximately $22.0
million, an increase of $9.9 million from the working capital of $12.1 million
available at December 31, 1997. The increase in working capital was due
primarily to increases in cash of $4.3 million and net accounts receivable of
$5.0 million, a decrease in the current portion of long-term debt of $1.1
million offset by an increase in accounts payable and accrued expenses of
$642,000.

For the six month periods ended June 30, 1998 and 1997, cash flows from
operations were $9.6 million and $6.1 million, respectively. For the six month
period ended June 30, 1998, the cash flow from operations and borrowings under
the Company's credit facility were used primarily to: (i) acquire $2.0 million
of property and equipment, primarily for medical equipment and for information
systems as the Company continues to upgrade its billing and financial reporting
systems; (ii) fund the $25.9 million cash portion of the 1998 acquisitions;
(iii) make additional payments of $5.3 million in connection with acquisitions
(or affiliations) the Company completed prior to January 1, 1998, including
contingent note payments of $4.4 million; and (iv) make principal payments on
long term debt.

On April 28, 1998, the Company amended its credit facility with a syndicate of
banks led by co-agents BankBoston N.A. and NationsBank N.A., as lenders and
agents (the "Agents"), which provides for borrowings of up to $200.0 million in
the form of a revolving loan that may be used for working capital purposes (in
an amount limited to 75% of the Company's net accounts receivable, as reflected
on the Company's quarterly consolidated balance sheet) and to fund acquisitions
if not otherwise used for working capital purposes. All outstanding advances
under the revolving loan are due and payable on April 30, 2003. The amended
credit facility bears interest at variable rates, based, at the Company's
option, on the Agents' base rate or the Eurodollar rate plus a premium that is
adjusted based on the Company's quarterly ratio of total debt to cash flow. The
amended credit facility also requires the quarterly payment of an annual
commitment fee equal 0.25%, on the unused portion of the commitment. The Company
used a portion of the funds under the amended credit facility to refinance
existing indebtedness and will use the remaining availability for its
acquisition program and working capital.

The Company anticipates that its cash flows from operations, cash on hand, and
funds available under the amended credit facility, will be sufficient to meet
its working capital requirements and finance any required capital expenditures
for at least the next twelve months. In connection with implementing the
Company's growth strategy over the long term, the Company may be required to
seek additional financing through increases to the amended credit facility,
negotiation of credit facilities with other banks or public offerings or private
placements of equity or debt securities. No assurances can be given that the
Company will be able to extend or increase the credit facility, secure
additional bank borrowings or complete additional debt or equity financing on
terms favorable to the Company or at all.

YEAR 2000 ISSUES

In 1997, the Company initiated a plan to consolidate billing operations and
standardize billing and laboratory information systems. This plan includes the
identification and conversion or replacement of certain computer programs to be
Year 2000 compliant. Purchases of hardware and software have been capitalized
and all other costs associated with this plan are expensed as incurred.

The Company has also initiated formal communications with its vendors and
customers, such as hospitals, to determine the extent to which the Company's
interface systems are vulnerable to those third parties' failure to remediate
their own Year 2000 problems, if any. There can be no assurance that the systems
of other companies, including third-party payors, on which the Company relies
will be timely converted and, if not so timely converted, that such will not
have an adverse effect on the Company's systems, results of operations or
financial position.









                                       15


<PAGE>   16

The Company will utilize both internal and external resources to reprogram,
replace and test the software for Year 2000 modifications. The Company
anticipates completing the Year 2000 project within one year, but not later than
October 31, 1999, which is prior to any anticipated impact on its operating
systems. The total cost of the Year 2000 project is presently estimated to be
between $500,000 and $1.5 million and will be primarily funded through operating
cash flow and its credit facility. The Company does not expect these costs to
have a material adverse effect on its results of operations.

The costs of this effort and the date on which the Company believes it will
complete the Year 2000 modifications are based on management's best estimate,
which were derived utilizing numerous assumptions of future events, including
the continued availability of certain resources, third party modification plans
and other factors. There can be no assurance that those estimates will be
achieved and actual results could differ materially from those anticipated.
Specific factors that might cause such material differences include, but are not
limited to, the availability and cost of personnel trained and resources
utilized in this area, the ability to locate and correct all relevant computer
codes, and similar uncertainties.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

In the ordinary course of business, the Company has become a party to and may in
the future be subject to pending and threatened legal actions and proceedings.
The majority of the pending legal proceedings involve claims of medical
malpractice, particularly cytology, which are generally covered by insurance.
The Company believes that the outcome of such legal actions and proceedings,
individually or in the aggregate, will not have a material adverse effect on the
Company's financial condition, results of operations or liquidity.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

In connection with five of the acquisitions completed subsequent to January 1,
1998, the Company issued the following shares of common stock:

<TABLE>
<CAPTION>
                                                                               Effective          Shares
                                                           Location               Date            Issued
                                                      -------------------   ----------------   ------------
<S>                                                    <C>                  <C>                     <C>    
Anatomic Pathology Associates, LLP                     Indianapolis, IN     February 1, 1998        186,829
Plains Pathology Associates, P.A.                         Lubbock, TX         June 1, 1998          182,320
Southwest Pathology Associates                            Lubbock, TX         June 1, 1998          205,210
Drs. Rogers, White & Smith, M.D., P.A.
(d/b/a Indian River Pathology)                          Vero Beach, FL        June 1, 1998           23,382
</TABLE>

Subsequent to June 30, 1998, the Company acquired Severance & Associates, P.A.
and Pathology Affiliated Services, L.L.C. In connection these acquisitions, the
Company issued to the sellers 564,577 shares of common stock.

The issuance of these shares of common stock was exempt from registration under
the Securities Act pursuant to an exemption provided under Section 4(2) of the
Securities Act based upon, among other things, certain representations made be
the recipients of the stock.













                                       16
<PAGE>   17


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None

ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

The Company's Annual Meeting of Shareholders was held on May 8, 1998. The
matters voted on at the Annual Meeting and the tabulation of votes on such
matters are as follows:

         (a)       Election of Class I Directors.

<TABLE>
<CAPTION>
                                       Number                                                 Against or
           Name                        Voting                         For                      Withheld
--------------------------     -----------------------       ---------------------      ----------------------
<S>                                       <C>                       <C>                         <C>  
James C. New                         14,326,394                    14,324,319                   2,075
E. Roe Stamps, IV                    14,326,394                    14,324,319                   2,075
</TABLE>

The remaining directors whose terms continued after the meeting were Thomas S.
Roberts, C. Timothy Kilpatrick, M.D., Alan Levin, M.D. and C. Arnold Renschler,
M.D.

         (b)       Selection of Auditors

The shareholders of the Company ratified the appointment of Deloitte & Touche,
LLP as the Company's independent auditors for the fiscal year ended December 31,
1998, by the following vote:

           For                           Against                Abstentions
-------------------------       ------------------------  ----------------------

       14,305,432                        1,000                    19,972


ITEM 5.   OTHER INFORMATION

          Not applicable.

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

          (a)     Exhibits

                  10.10    Amended and Restated Credit Agreement dated as of
                           April 28, 1998, among AmeriPath, Inc., certain of its
                           subsidiaries, BankBoston N.A. and certain other
                           lenders; and Amendment No. 1 thereto dated June 29, 
                           1998.
          
                  27.1     Financial Data Schedule

                 (b)       Reports on Form 8-K

                           None














                                       17

<PAGE>   18



                                   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.

                                      AmeriPath, Inc.

Date:    August 14, 1998              By:  /s/  JAMES C. NEW
                                           -----------------
                                           James C. New
                                           President, Chief Executive Officer
                                           and Director (principal executive
                                           officer)

Date:    August 14, 1998              By:  /s/  ROBERT P. WYNN
                                           -------------------
                                           Robert P. Wynn
                                           Executive Vice President and Chief
                                           Financial Officer (principal
                                           financial officer and principal
                                           accounting officer)































                                       18

