<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 29, 1997

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from               to
                                                 -------------    -------------
 
                           Commission File No. 0-14810



                                 MARK VII, INC.

             (Exact name of Registrant as specified in its charter)


            Delaware                                            43-1074964
 -------------------------------                            -------------------
 (State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

   965 Ridge Lake Boulevard, Suite 103
           Memphis, Tennessee                                      38120
 ---------------------------------------                          --------
 (Address of principal executive offices)                        (Zip Code)

       Registrant's telephone number, including area code: (901) 767-4455


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 (  )

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 May 7, 1997
----------------------------                 --------------------------
Common stock, $.10 par value                      4,637,122  Shares





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                         MARK VII, INC. AND SUBSIDIARIES
                FORM 10-Q -- FOR THE QUARTER ENDED MARCH 29, 1997


                                      INDEX
<TABLE>
<CAPTION>
                                                                                     Page
<S>         <C>                                                                       <C>                                          
Part I.     FINANCIAL INFORMATION

Item 1.     Financial Statements

            a)    Condensed Consolidated Statements of Income--Three Months Ended
                  March 29, 1997 and March 30, 1996                                    3

            b)    Consolidated Balance Sheets--March 29, 1997 and                      4
                  December 28, 1996

            c)    Condensed Consolidated Statements of Cash Flows for the
                  Three Months Ended March 29, 1997 and March 30, 1996                 5

            e)    Notes to Condensed Consolidated Financial Statements                 6

Item 2.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                                  7

Part II.    OTHER INFORMATION

Item 1.     Legal Proceedings                                                          9

Item 2.     Changes in Securities                                                      9

Item 3.     Defaults Upon Senior Securities                                            9

Item 4.     Submission of Matters to a Vote of Security Holders                        9

Item 5.     Other Information                                                          9

Item 6.     Exhibits and Reports on Form 8-K                                           9

            Signature                                                                 10
</TABLE>












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<PAGE>   3


PART I.     FINANCIAL INFORMATION.
ITEM 1.     FINANCIAL STATEMENTS.

                         MARK VII, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          FOR THE THREE MONTHS ENDED
                                                       -------------------------------
                                                       MAR. 29, 1997     MAR. 30, 1996
                                                       -------------     -------------
<S>                                                       <C>             <C>       
OPERATING REVENUES                                        $ 145,914       $  122,030
TRANSPORTATION COSTS                                        127,379          105,725
                                                          ---------       ----------
NET REVENUES                                                 18,535           16,305
                                                          ---------       ----------

OPERATING EXPENSES:
    Salaries and related costs                                4,169            4,088
    Selling, general and administrative                      12,253           10,478
                                                          ---------       ----------
       Total Operating Expenses                              16,422           14,566
                                                          ---------       ----------

OPERATING INCOME                                              2,113            1,739


INTEREST AND OTHER EXPENSE/(INCOME), NET                        (14)              93
                                                          ---------       ----------

INCOME BEFORE PROVISION FOR INCOME TAXES                      2,127            1,646

PROVISION FOR INCOME TAXES                                      893              691
                                                          ---------       ----------

NET INCOME                                                $   1,234       $      955
                                                          =========       ==========


EARNINGS PER SHARE                                        $     .25       $      .20
                                                          =========       ==========



AVERAGE COMMON SHARES AND EQUIVALENTS OUTSTANDING             4,892            4,825

DIVIDENDS PAID                                                 -                -
</TABLE>










                See "Notes to Consolidated Financial Statements."



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<PAGE>   4


                         MARK VII, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>

                                                                            MAR. 29, 1997      DEC. 28, 1996
                                                                            -------------      -------------
                                     ASSETS                                  (Unaudited)
<S>                                                                           <C>                 <C>     
CURRENT ASSETS:
    Cash and cash equivalents                                                 $   7,680           $    959
    Accounts receivable, net of allowance of $1,736 and $1,693                   62,507             73,315
    Notes and other receivables, net of allowance of $1,822 and $1,611            5,223              7,583
    Other current assets                                                            361              1,131
                                                                              ---------           --------
       Total current assets                                                      75,771             82,988

DEFERRED INCOME TAXES                                                               919                946
NET PROPERTY AND EQUIPMENT                                                        4,395              4,518
INTANGIBLES AND OTHER ASSETS                                                      2,443              2,540
NET ASSETS OF DISCONTINUED OPERATIONS                                             2,737              2,605
                                                                              ---------           --------
                                                                              $  86,265           $ 93,597
                                                                              =========           ========


                  LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
    Accrued transportation expenses                                           $  45,746           $ 52,734
    Deferred income taxes                                                         2,046              2,193
    Other current and accrued liabilities                                         6,483              8,031
                                                                              ---------           --------
       Total current liabilities                                                 54,275             62,958
                                                                              ---------           --------

LONG-TERM OBLIGATIONS                                                               530                601
                                                                              ---------           --------

CONTINGENCIES AND COMMITMENTS (Note 2)

SHAREHOLDERS' INVESTMENT:
    Common stock, $.10 par value, authorized 10,000,000
       shares, issued 4,967,322 and 4,950,522 shares                                497                495
    Paid-in capital                                                              28,851             28,665
    Retained earnings                                                             7,966              6,732
                                                                              ---------           --------
                                                                                 37,314             35,892
    Less:  332,000 shares of treasury stock, at cost                             (5,854)            (5,854)
                                                                              ---------           --------
Total shareholders' investment                                                   31,460             30,038
                                                                              ---------           --------
                                                                              $  86,265           $ 93,597
                                                                              =========           ========
</TABLE>






                See "Notes to Consolidated Financial Statements."



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

                                                                       FOR THE THREE MONTHS ENDED
                                                                   ----------------------------------
                                                                   MAR. 29, 1997        MAR. 30, 1996
                                                                   -------------        -------------
<S>                                                                  <C>                 <C>       
OPERATING ACTIVITIES:
   Net cash provided by operating activities                         $   6,854           $    3,205
                                                                     ---------           ----------

INVESTING ACTIVITIES:
   Additions to property and equipment                                    (404)                (283)
   Retirements of property and equipment                                   303                  223
                                                                     ---------           ----------
   Net cash used for investing activities                                 (101)                 (60)
                                                                     ---------           ----------

FINANCING ACTIVITIES:
   Proceeds received from exercise of stock options                        188                -
   Purchase of treasury stock                                              -                 (1,751)
   Repayments of long-term obligations                                     (69)                 (61)
   Net repayments under line of credit                                     (19)                (690)
                                                                     ---------           ----------

   Net cash provided by (used for) financing activities                    100               (2,502)
                                                                     ---------           ----------

Net cash provided by continuing operations                               6,853                  643

Net cash used in discontinued operations                                  (132)                (504)
                                                                     ---------           ----------

Net increase in cash and cash equivalents                                6,721                  139

   Cash and cash equivalents:
    Beginning of period                                                    959                  272
                                                                     ---------           ----------
    End of period                                                    $   7,680           $      411
                                                                     =========           ==========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the period for:
     Interest                                                               32                   44
     Income taxes, net of refunds received                                 137                   93
</TABLE>








                See "Notes to Consolidated Financial Statements."



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<PAGE>   6


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

(1)      GENERAL:

         The consolidated financial statements include Mark VII, Inc., a
         Delaware corporation, and its wholly owned subsidiaries, collectively
         referred to herein as "the Company". The Company is a sales, marketing
         and service organization that acts as a provider of transportation
         services and a transportation logistics manager. The Company has a
         network of transportation sales personnel that provides services
         throughout the United States, as well as Mexico and Canada. The
         principal operations of the Company are conducted by its transportation
         services subsidiary, Mark VII Transportation Company, Inc. ("Mark
         VII").

         The condensed, consolidated financial statements included herein have
         been prepared pursuant to the rules and regulations of the Securities
         and Exchange Commission ("SEC"). In management's opinion, these
         financial statements include all adjustments (consisting only of normal
         recurring adjustments) necessary for a fair presentation of the results
         of operations for the interim periods presented. Pursuant to SEC rules
         and regulations, certain information and footnote disclosures normally
         included in financial statements prepared in accordance with generally
         accepted accounting principles have been condensed or omitted from
         these statements unless significant changes have taken place since the
         end of the most recent fiscal year. For this reason, the condensed,
         consolidated financial statements and notes thereto should be read in
         conjunction with the financial statements and notes included in the
         Company's 1996 Annual Report on Form 10-K.

         The results for the three months ended March 29, 1997 are not
         necessarily indicative of the results for the entire year 1997.

(2)     JOINT VENTURE:

        Mark VII owns 50% of ERX Logistics, L.L.C. ("ERX"), a limited liability
        company formed with a warehousing and distribution company to provide
        contract management services for a number of regional distribution
        centers for one of Mark VII's largest customers. ERX employs management,
        administrative personnel, drivers and warehousemen to operate the
        warehouses, tractors and trailers owned by the customer. The Company has
        guaranteed $1 million of a $5 million line of credit to provide working
        capital for ERX.






                                       6
<PAGE>   7


MARK VII, INC. AND SUBSIDIARIES

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

RESULTS OF OPERATIONS

Three months ended March 29, 1997 vs. three months ended March 30, 1996.

        The following table sets forth the percentage relationship of the
Company's revenues and expense items to operating revenues for the periods
indicated:

<TABLE>
<CAPTION>
                                                            THREE MONTHS
                                                         -------------------
                                                         1997           1996
                                                         ----           ----
       <S>                                              <C>            <C>
       OPERATING REVENUES                                100.0%         100.0%
       TRANSPORTATION COSTS                               87.3           86.6
                                                        ------         ------
       NET REVENUES                                       12.7           13.4

       OPERATING EXPENSES:
           Salaries and related costs                      2.8            3.3
           Selling, general and administrative             8.4            8.6
                                                        ------         ------
                TOTAL OPERATING EXPENSES                  11.2           11.9
                                                        ------         ------

       OPERATING INCOME                                    1.5            1.5

       INTEREST AND OTHER EXPENSE/(INCOME), NET             .0             .1
                                                        ------         ------

       INCOME BEFORE PROVISION FOR INCOME TAXES            1.5%           1.4%
                                                        ======          =====
</TABLE>


          General - The transportation services operation contracts with
carriers for the transportation of freight by rail, truck, ocean or air for
shippers. Operating revenues include the carriers' charges for carrying
shipments plus commissions and fees, as well as revenues from fixed fee
arrangements on a portion of the Company's integrated logistics projects. The
carriers with whom the Company contracts provide transportation equipment, the
charge for which is included in transportation costs. As a result, the primary
operating costs incurred by the transportation services operations and logistics
projects are for purchased transportation. Net revenues include only the
commissions and fees.

          Selling, general and administrative expenses primarily consist of the
percentage of net revenue paid to agencies and independent sales contractors as
consideration for providing sales and marketing, arranging for movement of
shipments, entering billing and accounts payable information on shipments and
maintaining customer relations, as well as other company operating expenses.
Certain costs incurred by the Company's dedicated trucking fleets are also
reported in salaries and related costs and selling, general and administrative
expenses.

          Operating Revenues - The Company's total number of shipments increased
from 108,000 in 1996 to 133,000 in 1997. The increase in shipments of 23%
resulted from the expansion of services to both new and existing customers.

          Net Revenues. The Company's net revenues as a percentage of operating
revenues was 12.7% versus 13.4% in 1996. Net revenues as a percentage of
operating revenues declined in 1997 due to the closure of certain unprofitable
dedicated trucking operations during 1996. This decrease in net revenues as a
percentage of operating revenues during 1997 has been offset by proportionate
decreases in operating expenses as a percentage of operating revenues.


                                       7

<PAGE>   8

          Operating Expenses - As discussed above under Net Revenues, the
closing of certain dedicated trucking fleets has resulted in fluctuations in
operating expenses as a percentage of operating revenues. In general, the
Company's dedicated trucking fleets have relatively higher fixed costs as a
percentage of operating revenues than the Company's transportation services and
logistics management operations.

          Interest and Other Expense/(Income), Net - Interest and other expenses
declined in 1997 due to decreased borrowings under the line of credit and
increased interest income as cash flow from operations has exceeded the
Company's operating needs and capital requirements.

          Provision for Income Taxes - The Company's effective tax rate was 42%
in both 1997 and 1996.

LIQUIDITY AND CAPITAL RESOURCES

          The Company's working capital needs have been met through cash flow
from operations and a line of credit from a lending institution. Mark VII
maintains a $20 million line of credit which bears interest at 1/2% over the
bank's prime rate. The line of credit expires in July 1997, but may be extended,
by mutual agreement of the lender and the Company, for subsequent periods of one
year each. The Company pays a fee of 1.5% on outstanding letters of credit and a
commitment fee of .38% on the average daily unused portion of the line. The line
is secured by accounts receivable and other assets of Mark VII and is guaranteed
by the Company. On March 29, 1997, $13,000 was outstanding on the line of credit
and letters of credit totaling $6,769,000 had been issued on Mark VII's behalf
to secure insurance deductibles and purchases of operating services, resulting
in unused borrowing capacity of $13,218,000.

          Among other restrictions, the terms of the line of credit require that
the Company earn $2,000,000 in consolidated income from continuing operations
annually and maintain consolidated tangible net worth of $23,000,000 and obtain
approval of the lender before paying dividends. The line of credit agreement
allows for adjustments to the net worth requirements under certain
circumstances, one of which is the repurchase of the Company's stock. After
adjustment for stock repurchases, the consolidated tangible net worth required
to be maintained for 1997 is $18,000,000.

          At March 29, 1997, the Company had a ratio of current assets to
current liabilities of approximately 1.4 to 1. Management believes that the
Company will have sufficient cash flow from operations and borrowing capacity to
cover its operating needs and capital requirements for the foreseeable future.

OTHER INFORMATION

         Except for the historical information contained herein, this document
contains forward-looking statements based on management's current expectations
of the Company's near term results, based on current information available
pertaining to the Company. Actual future results and trends may differ
materially depending on a variety of factors, including competition in the
marketplace, changes in the carrier base, changes in capacity and changes in
government regulations.

          Results of operations in the transportation industry generally show a
seasonal pattern, as customers reduce shipments during and after the winter
holiday season. In recent years, the Company's operating income and earnings
have been higher in the second and third quarters than in the first and fourth
quarters.



                                       8
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                         MARK VII, INC. AND SUBSIDIARIES

PART II.   OTHER INFORMATION.

Item 1.    Legal Proceedings.

           In January 1997, the Company settled an arbitration proceeding filed
           by Roger Crouch, the Company's former Vice Chairman of the Board, as
           a result of the Company's termination of his employment agreement for
           cause in December 1995. Mr. Crouch was seeking payment of his annual
           salary of $225,000 per year for the remaining seven years of the
           employment agreement, as well as certain bonus payments. According to
           the terms of the settlement, Mr. Crouch was compensated for
           approximately 13 months at a rate less than the salary provided for
           in the original employment agreement. The Company and Mr. Crouch also
           entered into a consulting agreement on February 3, 1997 with a term
           of approximately six years which provides for consulting fees, at a
           rate less than the salary provided for in the original employment
           agreement.

Item 2.    Changes in Securities.                                         NONE

Item 3.    Defaults Upon Senior Securities.                               NONE

Item 4.    Submission of Matters to a Vote of Security Holders.           NONE

Item 5.    Other Information.                                             NONE

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

           (a)      Exhibits

           Exhibit No.                     Description
           -----------                     -----------
                27             Financial Data Schedule (for SEC use only)

           (b)   Reports on Form 8-K.                                     NONE




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                                   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.

                                    Mark VII, Inc.
                                    (Registrant)



  May 12, 1997                      /s/  Philip L. Dunavant
  ------------                      --------------------------------------------
     (Date)                         Philip L. Dunavant, Vice President and Chief
                                      Financial Officer (Principal Financial and
                                      Accounting Officer)






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