<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 July 4, 1998

         [  ]     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 July 27, 1998
         ----------------------------            ----------------------------
         Common stock, $.05 par value                 8,930,772   Shares



<PAGE>   2


                         MARK VII, INC. AND SUBSIDIARIES
                 FORM 10-Q - FOR THE QUARTER ENDED JULY 4, 1998


                                      INDEX
<TABLE>
<CAPTION>

                                                                              Page
<S>                                                                           <C>
Part I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          a)  Condensed Consolidated Statements of Income - Three
              Months Ended July 4, 1998 and June 28, 1997.......................3

          b)  Condensed Consolidated Statements of Income - Six
              Months Ended July 4, 1998 and June 28, 1997.......................4

          c)  Consolidated Balance Sheets - July 4, 1998 and January 3, 1998....5

          d)  Condensed Consolidated Statements of Cash Flows -
              Six Months Ended July 4, 1998 and June 28, 1997...................6

          e)  Notes to Condensed Consolidated Financial Statements..............7

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations.............................................8

Item 3.   Quantitative and Qualitative Disclosures About Market Risk...........10

Part II.  OTHER INFORMATION

Item 1.   Legal Proceedings....................................................10

Item 2.   Changes in Securities................................................10

Item 3.   Defaults Upon Senior Securities......................................10

Item 4.   Submission of Matters to a Vote of Security Holders..................10

Item 5.   Other Information....................................................10

Item 6.   Exhibits and Reports on Form 8-K.....................................10

          Signature............................................................11

</TABLE>



                                       2




<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
                                                             --------------------------
                                                             JULY 4, 1998 JUNE 28, 1997
                                                             ------------ -------------
<S>                                                           <C>         <C>
Operating Revenues...........................................  $181,158     $164,877
Transportation Costs.........................................   159,857      143,935
                                                               --------     --------
Net Revenues.................................................    21,301       20,942

Operating Expenses:
    Salaries and related costs...............................     4,186        4,040
    Selling, general and administrative......................    12,814       13,440
                                                               --------     --------
       Total Operating Expenses..............................    17,000       17,480
                                                               --------     --------

Operating Income.............................................     4,301        3,462
Interest and Other Income, Net...............................        88          101
                                                               --------     --------
Income Before Provision for Income Taxes.....................     4,389        3,563
Provision for Income Taxes...................................     1,772        1,497
                                                               --------    ---------
Net Income ..................................................  $  2,617     $  2,066
                                                               ========     ========
Net Income Per Common Share..................................  $    .29     $    .22
                                                               ========     ========
Net Income Per Common Share, Assuming Dilution..............   $    .28     $    .21
                                                               ========     ========
Average Common Shares and Equivalents Outstanding:
    Basic....................................................     8,936        9,263
    Diluted..................................................     9,472        9,771
Dividends Paid...............................................      --            --
</TABLE>



           See "Notes to Condensed Consolidated Financial Statements."


                                       3

<PAGE>   4



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

<TABLE>
<CAPTION>

                                                            FOR THE SIX MONTHS ENDED
                                                          ------------------------------
                                                           JULY 4, 1998    JUNE 28, 1997
                                                           ------------    -------------
<S>                                                        <C>             <C>
Operating Revenues........................................   $352,958        $310,791
Transportation Costs......................................    311,099         271,314
                                                             --------        --------
Net Revenues..............................................     41,859          39,477

Operating Expenses:
    Salaries and related costs............................      8,654           8,209
    Selling, general and administrative...................     26,154          25,693
                                                             --------        --------
       Total Operating Expenses...........................     34,808          33,902
                                                             --------        --------
Operating Income..........................................      7,051           5,575
Interest and Other Income, Net............................        143             115
                                                             --------        --------
Income Before Provision for Income Taxes..................      7,194           5,690
Provision for Income Taxes................................      2,950           2,390
                                                             --------        --------
Net Income ...............................................   $  4,244        $  3,300
                                                             ========        ========
Net Income Per Common Share...............................   $    .47        $    .36
                                                             ========        ========
Net Income Per Common Share, Assuming Dilution............   $    .45        $    .34
                                                             ========        ========

Average Common Shares and Equivalents Outstanding:
    Basic.................................................      8,937           9,260
    Diluted...............................................      9,470           9,770
Dividends Paid............................................        --              --
</TABLE>



           See "Notes to Condensed Consolidated Financial Statements."


                                       4

<PAGE>   5


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

<TABLE>
<CAPTION>
                                                                           JULY 4, 1998       JAN. 3, 1998
                                                                           ------------       ------------
                                 Assets                                    (Unaudited)
                                 ------  
<S>                                                                         <C>               <C>
Current Assets:
    Cash and cash equivalents.............................................  $     679           $  3,732
    Accounts receivable, net of allowance of $3,443 and $2,641............     81,226             82,917
    Notes and other receivables, net of allowance of $576 and $537........      4,355              4,399
    Other current assets..................................................        412              1,755
                                                                            ---------           --------
       Total current assets...............................................     86,672             92,803

Deferred Income Taxes.....................................................      1,239              1,262
Net Property and Equipment................................................      9,131              6,591
Intangibles and Other Assets..............................................      7,012              7,354
                                                                            ---------           --------
                                                                            $ 104,054           $108,010
                                                                            =========           ========
                  Liabilities and Shareholders' Equity
                  ------------------------------------
Current Liabilities:
    Accrued transportation expenses.......................................  $  57,163           $ 63,094
    Deferred income taxes.................................................      4,365              5,591
    Other current and accrued liabilities.................................      5,622              6,258
                                                                            ---------           --------
       Total current liabilities..........................................     67,150             74,943
                                                                            ---------           --------
Long-Term Obligations.....................................................        817                945
                                                                            ---------           --------
Contingencies and Commitments

Shareholders' Equity:
    Common stock, $.05 par value, authorized 20,000,000
       shares, issued 10,027,022 and 10,009,822 shares ...................        501                501
    Paid-in capital.......................................................     29,784             29,623
    Retained earnings.....................................................     18,352             14,108
                                                                            ---------           --------
                                                                               48,637             44,232
    Less:  1,096,250 and  1,071,250 shares of treasury stock,
       at cost............................................................    (12,550)           (12,110)
                                                                            ---------           --------
       Total shareholders' equity.........................................     36,087             32,122
                                                                            ---------           --------
                                                                            $ 104,054           $108,010
                                                                            =========           ========
</TABLE>




           See "Notes to Condensed Consolidated Financial Statements."



                                       5

<PAGE>   6

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

<TABLE>
<CAPTION>
                                                             FOR THE SIX MONTHS ENDED
                                                           ----------------------------
                                                            JULY 4, 1998  JUNE 28, 1997
                                                            ------------  -------------
<S>                                                         <C>           <C>
OPERATING ACTIVITIES:
   Net cash provided by operating activities.................  $   577       $ 10,653
                                                               -------       --------
INVESTING ACTIVITIES:
   Additions to property and equipment.......................   (3,802)          (954)
   Retirements of property and equipment.....................      578            310
                                                               -------       --------
   Net cash used for investing activities....................   (3,224)          (644)
                                                               -------       --------
FINANCING ACTIVITIES:
   Proceeds received from exercise of stock options..........      161            223
   Purchase of treasury stock................................     (440)          (610)
   Repayments of long-term obligations.......................     (127)           (90)
                                                               -------       --------
   Net cash used for financing activities....................     (406)          (477)
                                                               -------       --------
Net increase (decrease) in cash and cash equivalents.........   (3,053)         9,532

Cash and cash equivalents:
    Beginning of period......................................    3,732            959
                                                               -------       --------
    End of period............................................  $   679       $ 10,491
                                                               =======       ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the period for:
     Interest................................................  $    18       $     75
     Income taxes, net of refunds received...................    1,904          1,605

</TABLE>



           See "Notes to Condensed Consolidated Financial Statements."



                                       6
<PAGE>   7


                         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 1997 Annual Report on Form 10-K.

         The results for the three and six months ended July 4, 1998 are not
         necessarily indicative of the results for the entire year.

         EARNINGS PER SHARE:

         Effective January 3, 1998, the Company adopted Statement of Financial
         Accounting Standards No. 128, "Earnings per Share". Earnings per share
         have been restated for the periods presented to conform to the new
         accounting standard. In addition, on November 7, 1997, the Company's
         Board of Directors authorized a two-for-one stock split, thereby
         increasing the number of shares issued by 5,003,000 and decreasing the
         par value of each share to $.05. All references to the number of
         common shares and per share amounts for the periods presented have been
         restated to reflect the stock split.

         A reconciliation between basic earnings per share and diluted earnings
         per share follows:

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED   SIX MONTHS ENDED
                                                                  ------------------   ----------------
                                                                   JULY 4,   JUNE 28,  JULY 4,  JUNE 28,
                                                                    1998      1997      1998      1997
                                                                    ----      ----      ----      ----
                                                                  (in thousands, except per share amounts)
        <S>                                                        <C>       <C>       <C>       <C>

         Net income............................................... $ 2,617   $ 2,066   $ 4,244   $ 3,300
                                                                   =======   =======   =======   =======

         Average common shares and equivalents outstanding:
           Basic..................................................   8,936    9,263      8,937     9,260
           Effect of dilutive options.............................     536      508        533       510
                                                                   -------   ------    -------   -------
           Diluted................................................   9,472    9,771      9,470     9,770
                                                                   =======   ======    =======   =======
         Per share amounts:
           Net income per common share............................ $   .29   $  .22    $   .47   $   .36
                                                                   =======   ======    =======   =======
           Net income per common share, assuming dilution......... $   .28   $  .21    $   .45   $   .34
                                                                   =======   ======    =======   =======
</TABLE>




                                       7
<PAGE>   8



MARK VII, INC. AND SUBSIDIARIES

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

RESULTS OF OPERATIONS

Three and six months ended  July 4, 1998 vs. three and six months ended
        June 28, 1997.

        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>

                                                       SECOND QUARTER          SIX MONTHS
                                                       --------------          ----------
                                                       1998      1997       1998        1997
                                                       ----      ----       ----        ----
       <S>                                            <C>       <C>         <C>          <C>

       Operating revenues...........................  100.0%     100.0%     100.0%       100.0%
       Transportation costs.........................   88.2       87.3       88.1         87.3
                                                      -----      -----      -----       ------
       Net revenues.................................   11.8       12.7       11.9         12.7

       Operating expenses:
           Salaries and related costs...............    2.3        2.4        2.5          2.6
           Selling, general and administrative......    7.1        8.2        7.4          8.3
                                                      -----      -----      -----       ------
                Total operating expenses............    9.4       10.6        9.9         10.9
                                                      -----      -----      -----       ------
       Operating income.............................    2.4        2.1        2.0          1.8

       Interest and other income, net...............     .0         .1         .0           .0
                                                      -----      -----      -----       ------
       Income before provision for income taxes.....    2.4%       2.2%       2.0%         1.8%
                                                      =====      =====      =====       ======
</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.



                                       8
<PAGE>   9


         Operating Revenues - The total number of shipments for the second 
quarter increased 15% to 182,000 in 1998 versus 158,000 for the same period of
1997. Year-to-date, the number of shipments was 352,000, up 21% from 291,000
shipments for the same period of 1997. Total operating revenues increased 10%
for the three month period and 14% for the six month period, compared to the
prior year. These increases are lower than the Company's historical growth rate
for operating revenues due to three primary factors. As discussed during the
first quarter of 1998, the Company ceased operations of a dedicated trucking
fleet due to uncontrollable customer conditions. Secondly, expanding logistics
management business continues to shift the Company's modal mix toward more
trucking and less-than-truckload services, which yield lower revenues per
shipment. Finally, the Company discontinued certain logistics projects which no
longer met our profitability requirements on an ongoing basis.

         Net Revenues - The Company's net revenues as a percentage of operating
revenues declined for both the second quarter and first six months of 1998
compared to the same periods of 1997. This decrease in net revenues as a
percentage of operating revenues during 1998 resulted from the closure of a
dedicated trucking fleet and has been offset by proportionate decreases in
operating expenses as a percentage of operating revenues.

         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 Income, Net - Cash flow from operations has been
adequate to cover the Company's operating needs and capital requirements in
recent years resulting in decreased interest expense and increased interest
income in 1998 and 1997.

         Provision for Income Taxes - The Company's effective tax rate was 41%
in 1998 and 42% in 1997.

LIQUIDITY AND CAPITAL RESOURCES

         In recent years, the Company's cash flows from operations have exceeded
its working capital needs. In addition, the Company has available a $25,000,000
unsecured revolving credit facility (the "Facility"). On July 4, 1998, there
were no borrowings under the Facility, but letters of credit totaling $2,902,000
had been issued on the Company's behalf to secure insurance deductibles and
purchases of operating services, resulting in unused borrowing capacity of
$22,098,000. The interest rate for borrowings under the Facility is a variable
rate based upon the 30 day LIBOR Funding Rate, as defined, plus 50 to 125 basis
points. The Company pays a varying fee of .35% to 1.00% on outstanding letters
of credit and a varying commitment fee of .15% to .30% on the unused portion of
the Facility, as defined. At July 4, 1998, the interest rate was 6.16% and the
letter of credit fee and commitment fee were .35% and .15%, respectively. The
line of credit expires on July 1, 2000, but may be extended by mutual agreement
of the lender and the Company, for subsequent periods of one year each.

         Among the covenants contained in the Facility are maintenance of
certain financial ratios, including debt to net worth, cash plus accounts
receivable to current liabilities plus debt and debt to earnings before income
taxes, interest, depreciation and amortization (all as defined). Other covenants
include the level of capital and lease expenditures, acquisitions and mergers,
dividends and redemptions of stock.

         At July 4, 1998, the Company had a ratio of current assets to current
liabilities of approximately 1.3 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

          In response to expanding capabilities in the area of information
systems and issues related to the year 2000, the Company has designed a new
financial and administrative system which is currently being implemented. The
total cost of this system is not expected to exceed $2,000,000, a significant
portion of which was expended in 


                                       9
<PAGE>   10

1997. Additionally, the Company is performing an in-depth review of the year
2000 compliance aspects of all peripheral systems not included in the above
system. Management is uncertain at this time what additional costs, if any, may
be incurred in connection with these peripheral systems. Management is confident
that all issues relating to the Company's internal information systems arising
from the year 2000 will be addressed during the course of these two projects.
The Company is also in the process of seeking information concerning year 2000
compliance from vendors, customers and other third parties upon whom the Company
relies.

          As the Company continues its expansion into more comprehensive
logistics management programs, the credit risk exposure on a limited number of
major customers increases. While the Company takes measures to continually
evaluate, monitor and, if necessary, reserve for these and other credit risks,
it is possible, although unlikely, that circumstances could develop on a
particular major customer which could have a material effect on the Company's
short-term results.

          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.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 

          Not applicable.


                         MARK VII, INC. AND SUBSIDIARIES

PART II.  OTHER INFORMATION.

Item 1.   Legal Proceedings.                                                NONE

Item 2.   Changes in Securities.                                            NONE

Item 3.   Defaults Upon Senior Securities.                                  NONE

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

          (a) The Annual Meeting of Shareholders of the Company was held on
              May 21, 1998.

          (b)   Not Applicable

          (c)  1. Election of Directors. All nominees for director were elected
                  pursuant to the following vote:

<TABLE>
<CAPTION>

               Name of Nominee              Votes in favor            Withheld
               ---------------              --------------            --------
               <S>                          <C>                       <C>
               David H. Wedaman               7,916,273                  4,600
               Dr. Jay U. Sterling            7,916,273                  4,600
</TABLE>


          (d)  Not Applicable

Item 5.   Other Information.                                                NONE

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

          (a)  Exhibits

          Exhibit No.                   Description
          -----------                   -----------
              27                  Financial Data Schedule

          (b)  Reports on Form 8-K.                                         NONE




                                       10
<PAGE>   11

                                    SIGNATURE

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)



     August 13, 1998               /s/  Philip L. Dunavant
     ---------------               ---------------------------------------
         (Date)                    Philip L. Dunavant, Executive Vice President,
                                   Chief Financial Officer, Treasurer (Principal
                                   Financial and Accounting Officer)



                                       11