<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 April 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 May 5, 1998
     ----------------------------              --------------------------
     Common stock, $.05 par value                   8,940,172  Shares





<PAGE>   2


                         MARK VII, INC. AND SUBSIDIARIES
              FORM 10-Q - FOR THE THREE MONTHS ENDED APRIL 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
               April 4, 1998 and March 29, 1997......................................... 3

         b)  Consolidated Balance Sheets - April 4, 1998 and January 3, 1998............ 4

         c)  Condensed Consolidated Statements of Cash Flows - Three Months Ended
               April 4, 1998 and March 29, 1997......................................... 5

         e)  Notes to Condensed Consolidated Financial Statements....................... 6

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk..................... 9

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>




                                       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
                                                             ----------------------------
                                                             APR. 4, 1998   MAR. 29, 1997
                                                             ------------   -------------
<S>                                                          <C>            <C>
Operating Revenues........................................... $ 171,800      $  145,914
Transportation Costs.........................................   151,242         127,379
                                                              ---------      ----------
Net Revenues.................................................    20,558          18,535
                                                              ---------      ----------
Operating Expenses:
    Salaries and related costs...............................     4,468           4,169
    Selling, general and administrative......................    13,340          12,253
                                                              ---------      ----------
       Total operating expenses..............................    17,808          16,422
                                                              ---------      ----------

Operating Income.............................................     2,750           2,113


Interest and Other Expense/(Income), Net.....................       (55)            (14)
                                                              ---------      ----------

Income Before Provision For Income Taxes.....................     2,805           2,127

Provision For Income Taxes...................................     1,178             893
                                                              ---------      ----------
Net Income .................................................. $   1,627      $    1,234
                                                              =========      ==========

Net Income Per Common Share.................................. $     .18      $      .13
                                                              =========      ==========
Net Income Per Common Share, Assuming Dilution............... $     .17      $      .13
                                                              =========      ==========
Average Common Shares and Equivalents Outstanding:
    Basic....................................................     8,939           9,257
    Diluted..................................................     9,467           9,769

Dividends Paid...............................................        --              --

</TABLE>




           See "Notes to Condensed Consolidated Financial Statements."


                                       3
<PAGE>   4


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


<TABLE>
<CAPTION>

                                                                         APR. 4, 1998       JAN. 3, 1998
                                                                         ------------       ------------
                                  ASSETS                                  (Unaudited)
                                  ------
<S>                                                                       <C>               <C>
Current Assets:
    Cash and cash equivalents...........................................   $  1,835           $  3,732
    Accounts receivable, net of allowance of $3,192 and $2,641..........     77,161             82,917
    Notes and other receivables, net of allowance of $577 and $537......      3,606              4,399
    Other current assets................................................         64              1,755
                                                                           --------           --------
       Total current assets.............................................     82,666             92,803

Deferred Income Taxes...................................................      1,244              1,262
Net Property and Equipment..............................................      7,338              6,591
Intangibles and Other Assets............................................      7,592              7,354
                                                                           --------           --------
                                                                           $ 98,840           $108,010
                                                                           ========           ========


                  LIABILITIES AND SHAREHOLDERS' EQUITY
                  ------------------------------------
Current Liabilities:
    Accrued transportation expenses.....................................   $ 54,746           $ 63,094
    Deferred income taxes...............................................      4,277              5,591
    Other current and accrued liabilities...............................      5,163              6,258
                                                                           --------           --------
       Total current liabilities........................................     64,186             74,943
                                                                           --------           --------

Long-Term Obligations...................................................        876                945
                                                                           --------           --------

Contingencies and Commitments

Shareholders' Equity:
    Common stock, $.05 par value, authorized 20,000,000
       shares, issued 10,011,422 and 10,009,822 shares .................        501                501
    Paid-in capital.....................................................     29,652             29,623
    Retained earnings...................................................     15,735             14,108
                                                                           --------           --------
                                                                             45,888             44,232
    Less:  1,071,250 shares of treasury stock, at cost..................    (12,110)           (12,110)
                                                                           --------           --------
       Total shareholders' equity.......................................     33,778             32,122
                                                                           --------           --------
                                                                           $ 98,840           $108,010
                                                                           ========           ========
</TABLE>


           See "Notes to Condensed Consolidated Financial Statements."



                                       4
<PAGE>   5


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

<TABLE>
<CAPTION>

                                                                      FOR THE THREE MONTHS ENDED
                                                                    ------------------------------
                                                                    APR. 4, 1998     MAR. 29, 1997
                                                                    ------------     -------------
<S>                                                                 <C>              <C>
OPERATING ACTIVITIES:
   Net cash provided by (used for) operating activities...........    $  (782)          $ 6,722
                                                                      -------           -------
INVESTING ACTIVITIES:
   Additions to property and equipment............................     (1,177)             (404)
   Retirements of property and equipment..........................        101               303
                                                                      -------           -------
   Net cash used for investing activities.........................     (1,076)             (101)
                                                                      -------           -------
FINANCING ACTIVITIES:
   Proceeds received from exercise of stock options...............         29               188
   Repayments of long-term obligations............................        (68)              (69)
   Net repayments under line of credit............................         --               (19)
                                                                      -------           -------

   Net cash provided by (used for) financing activities...........        (39)              100
                                                                      -------           -------
Net increase (decrease) in cash and cash equivalents..............     (1,897)            6,721

Cash and cash equivalents:
    Beginning of period...........................................      3,732               959
                                                                      -------           -------
    End of period.................................................    $ 1,835           $ 7,680
                                                                      =======           =======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the period for:
     Interest.....................................................    $     7           $    32
     Income taxes, net of refunds received........................        889               137

</TABLE>



          See "Notes to Condensed Consolidated Financial Statements."



                                       5
<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 1997 Annual Report on Form 10-K.

         The results for the three months ended April 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
                                                                     ------------------
                                                                     APR. 4,   MAR. 29,
                                                                      1998       1997
                                                                      ----       ----
                                                                    (in thousands, except
                                                                     per share amounts)
         <S>                                                        <C>        <C>
         Net income................................................ $  1,627   $ 1,234
                                                                    ========   =======
         Average common shares and equivalents outstanding:
           Basic...................................................    8,939     9,257
           Effect of dilutive options..............................      528       512
                                                                    --------   -------
           Diluted.................................................    9,467     9,769
                                                                    ========   =======

         Per share amounts:
           Net income per common share............................. $   .18    $   .13
                                                                    =======    =======
           Net income per common share, assuming dilution.......... $   .17    $   .13
                                                                    =======    =======
</TABLE>



                                       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 April 4, 1998 vs. three months ended March 29, 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>
                                                                     THREE MONTHS
                                                                 1998         1997
                                                                 ----         ----

       <S>                                                       <C>         <C>
       Operating revenues.....................................   100.0%      100.0%
       Transportation costs...................................    88.0        87.3
                                                                 -----       -----
       Net revenues...........................................    12.0        12.7

       Operating expenses:
           Salaries and related costs.........................     2.6         2.8
           Selling, general and administrative................     7.8         8.4
                                                                 -----       -----
                Total operating expenses......................    10.4        11.2
                                                                 -----       -----

       Operating income.......................................     1.6         1.5

       Interest and other expense/(income), net...............      .0          .0
                                                                 ----        -----
       Income before provision for income taxes...............     1.6%        1.5%
                                                                 =====       =====

</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 133,000 in 1997 to 170,000 in 1998. The increase in shipments of 28%
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 were 12.0% versus 12.7% in 1997. Net revenues as a percentage of
operating revenues declined during the first quarter of 1998 due to the
discontinuation of dedicated trucking operations in January 1998 for one of our
customers. This customer's dedicated trucking operations accounted for one half
of the Company's dedicated trucking services at the end of




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1997. This decrease in net revenues as a percentage of operating revenues 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 the Company's largest dedicated trucking fleet 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 - 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 42%
in both 1998 and 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 April 4,
1998, there were no borrowings under the Facility, but letters of credit
totaling $3,102,000 had been issued on the Company's behalf to secure insurance
deductibles and purchases of operating services, resulting in unused borrowing
capacity of $21,898,000. 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 April 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, 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 April 4, 1998, the Company had a ratio of current assets to current
liabilities of approximately 1.29 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 is designing a new
financial and administrative system scheduled for implementation during the
second half of 1998. The total cost of this system is not expected to exceed
$2,000,000, a significant portion of which was expended in 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.



                                       8
<PAGE>   9



          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




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.            None

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





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<PAGE>   10


                                   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 18, 1998                        /s/ Philip L. Dunavant
------------                        --------------------------------------------
   (Date)                           Philip L. Dunavant, Vice President and Chief
                                    Financial Officer (Principal Financial and
                                    Accounting Officer)








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