<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-K

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended December 31, 1997

                                      or

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

         For the transition period from ____________ to _____________

                        Commission file number 33-99716

                         AMERITRUCK DISTRIBUTION CORP.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                             75-2619368
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)


City Center Tower II, Suite 1101,
301 Commerce Street, Fort Worth, Texas                           76102-5384
(Address of principal executive offices)                         (Zip Code)

                                 (817) 332-6020
               Registrant's telephone number, including area code

          Securities registered pursuant to Section 12(b) of the Act:

                                      None

          Securities registered pursuant to Section 12(g) of the Act:

                                      None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   [X] Yes   [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [ ]
<PAGE>

                               TABLE OF CONTENTS

             ITEM                                                        PAGE
             ----                                                        ----

PART I.        1.  Business                                                3

               2.  Properties                                              8

               3.  Legal Proceedings                                       9

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

PART II.       5.  Market for Registrant's Common Equity and
                    Related Stockholder Matters                           10

               6.  Selected Financial Data                                10

               7.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                   13

               8.  Financial Statements and Supplementary Data            25

               9.  Changes in and Disagreements with Accountants on
                    Accounting and Financial Disclosure                   47

PART III.     10.  Directors and Executive Officers of the Registrant     47

              11.  Executive Compensation                                 50

              12.  Security Ownership of Certain Beneficial Owners and
                    Management                                            55

              13.  Certain Relationships and Related Transactions         56

PART IV.      14.  Exhibits, Financial Statement Schedules and Reports
                    on Form 8-K                                           58


                                       2
<PAGE>

                                    PART I.

ITEM 1.  BUSINESS


OVERVIEW

      AmeriTruck Distribution Corp. ("AmeriTruck" or the "Company") is the
largest refrigerated trucking company in the United States.  In addition to
general refrigerated trucking, AmeriTruck's services include time-sensitive
delivery (for example, mail, inventory for customers with just-in-time
programs), special handling (for example, medical lab supplies, furniture),
specific temperature control (for example, processed foods, laboratory
supplies), dedicated fleets and logistics services.  AmeriTruck was formed in
August 1995 to effect the combination of six regional trucking lines in November
1995 (the "Founding Companies"):  W&L Services Corp. ("W&L"), Thompson Bros.,
Inc. ("TBI"), J.C. Bangerter & Sons, Inc. ("Bangerter"), CMS Transportation
Services, Inc. and certain related companies, Scales Transport Corporation and a
related company ("Scales") and CBS Express, Inc. ("CBS").

     In April 1996, CMS Transportation Services, Inc. changed its corporate name
to "AmeriTruck Refrigerated Transport, Inc." ("ART"), and the distribution
functions previously conducted under the corporate name "CMS Transportation
Services, Inc." were continued as a division of ART.  In addition, in June 1996,
the business operations of CBS, a general freight carrier (which then operated
under the name "CBS Express, Inc."), were transferred to Scales.  In December
1996, the distribution functions of the CMS Transportation division of ART were
transferred to CBS and its name was changed to "CMS Transportation Services,
Inc." ("CMS").  The CMS Transportation distribution business currently operated
by CMS is sometimes referred to below as the "CMS distribution business" and the
business operations previously operated under the name CBS Express, Inc. and
transferred to Scales are sometimes referred to as the "CBS Express business."

     In February 1996, the Company, through CMS (which subsequently changed its
corporate name to AmeriTruck Refrigerated Transport, Inc.), purchased certain
assets of Freymiller Trucking Inc. ("the Freymiller Assets"), from the
bankruptcy estate of Freymiller Trucking Inc., a refrigerated carrier.
Additionally, in July 1996, AmeriTruck completed its purchase of KTL, Inc.
("KTL"), a carrier of refrigerated and non-refrigerated products operating
primarily in Florida, New Jersey and Indiana.

     In May 1997, AmeriTruck purchased the capital stock of Monfort
Transportation Company ("Monfort") and Lynn Transportation Co., Inc. ("Lynn"),
both subsidiaries of ConAgra, Inc. ("ConAgra").  In June 1997, AmeriTruck also
purchased all the outstanding stock of Trans-Star, Inc. ("Tran-Star") which was
owned by Allways Services, Inc.

     With the addition of Tran-Star, Monfort and Lynn to the AmeriTruck
organization, the Company is currently organized into four operating groups to
better serve its customers.  The AmeriTruck Refrigerated Carrier Group was
formed to offer regional and nationwide, truckload refrigerated service.  This
new company combined the resources of ART, Bangerter, Tran-Star, Monfort, Lynn
and the refrigerated operations of TBI.  The AmeriTruck Specialized Carrier
Group was formed to service customers with unique needs in transportation and
distribution.  This group includes W&L, the largest interstate hauler of new
furniture in the U.S., CMS, serving the medical distribution industry, Scales,
offering regional just-in-time dry van service, and AmeriTruck Logistics
Services, Inc. ("ALS," formed in January 1997 to broker freight).  The
AmeriTruck Regional LTL Group offers less-than-truckload, refrigerated and non-
refrigerated service.  The lead carrier in this group is KTL, offering service
to and from the Florida market.  The LTL operations of Lynn in Nevada and
Southern California were recently integrated into this Group.  TBI now focuses
on mail transportation and regional specialized services and comprises the
AmeriTruck Mail Services Group.  TBI operates under 17 contracts with the U.S.
Postal Service.  Most of these contracts were initially awarded in the 1970's
and 1980's.

     The Company's principal subsidiaries currently are W&L, TBI, Bangerter,
CMS, Scales, ART, KTL, ALS, Monfort, Lynn and Tran-Star (the "Operating
Companies"). Unless the context requires otherwise, references in this Annual
Report to "AmeriTruck" or the "Company" are to AmeriTruck Distribution Corp. and
its consolidated subsidiaries after giving effect to the acquisitions and
restructuring described above.

                                       3
<PAGE>

STRATEGY

     The Company's strategy is to earn superior returns on invested capital by
being the leader in selected segments of specialized transportation and
logistics. The carriers acquired by AmeriTruck generally provide custom services
at higher than average pricing, which has historically enabled the small
carriers to earn above-average profits even though they had not achieved
economies of scale. Although more than 65 percent of aggregate specialized
freight revenue in the U.S. is still generated by thousands of small carriers,
competitive pressure from deregulation and consolidation is expected to
adversely impact the profits of the industry's small carriers. AmeriTruck
believes that customers will increasingly choose specialized carriers that offer
both the customized service historically associated with smaller, regional
carriers and pricing that reflects the advantages of economies of scale. It is
AmeriTruck's objective to be the leader in providing this type of service in the
refrigerated, new furniture and medical supplies trucking segments.


Critical Mass Through Mergers and Coordination

      The Company is managing a phased transformation of the acquired carriers
from eleven independent small companies to interdependence. This combination of
companies into four groups should enable AmeriTruck to continue to offer the
high quality service typical of specialized carriers while benefiting from the
freight networking efficiency and purchasing power of a large national carrier.
The Company believes that the combination of these carriers creates a dense
freight network which, when managed on a combined basis, should further improve
equipment utilization rates over those levels which any of the Operating
Companies could achieve on their own. Additionally, the improved purchasing
power of the combined entities should yield substantial cost savings in
purchasing insurance, equipment, maintenance items, fuel and other operating
cost components.

Significant Industry Consolidation Opportunity

     The Company intends to make future acquisitions an integral part of
AmeriTruck's growth strategy. Because the trucking industry is extremely
fragmented, the Company expects to have numerous acquisition opportunities to
broaden and increase the density of its freight network. By becoming the
dominant carrier in the specialized segments in which it operates, AmeriTruck
should improve its revenue per total mile even though the trend for the
industry, as a whole, for revenue per loaded mile (on an inflation adjusted
basis) may continue to decline. Moreover, an acquisition-driven strategy is
expected to enable the Company to gain market share without discounting rates
and is an efficient source of additional drivers. AmeriTruck will fund its
acquisition strategy through internal cash flow, bank borrowings, and by
accessing the equity market. The Company also believes that growth through
acquisitions will present significant opportunities to consolidate
administrative and overhead activities which should reduce these costs steadily
as a percentage of revenues.


MARKET GROUPS

      The functions of marketing, customer service and fleet management are
managed on a decentralized basis with overall network design and coordination
provided by the Company.

Customer Service and Marketing

      The Company has approximately 156 employees that work in sales and
marketing. At each of the Operating Companies, the President's primary
responsibility is managing operations and maintaining close relationships with
major customers.

      The customer service representatives spend most of their time on the phone
with customers discussing equipment requirements in various regions.  In
addition, they coordinate with fleet managers to match available units and
customer demand.  In many instances, both the customer service representative
and the driver have worked with the specific customer for several years, which
creates a strong relationship between the operating company and the customer.
The Operating Companies also cross-market the services offered by the other
Operating Companies, with the intent of creating substantial freight networking
advantages and improving the Operating Companies operating efficiencies for
AmeriTruck as a whole.

                                       4
<PAGE>

Fleet Management

      The primary purpose of fleet management is to promote a productive
relationship between a carrier and its drivers and to optimize the service
performance and productivity of its tractor and trailer fleet. Each of the
Operating Company's fleet managers work with between 25 and 47 drivers and
tractors and is responsible for overseeing and improving driver retention,
driver productivity, tractor utilization, safety, fuel efficiency, service
reliability and performance and compliance with tractor preventive maintenance
requirements.

      The fleet manager's primary role is to communicate with drivers on the
road concerning work assignments, customer needs and driver needs. Fleet
managers also review performance reports for the fleet as a whole and each
driver and tractor within the fleet, reward good drivers, counsel
underperforming drivers and terminate chronically underperforming drivers.

      The fleet managers at each of the Operating Companies provide assistance
to drivers from other Operating Companies operating in their geographic region.
For example, an ART driver operating in North Carolina will be able to get help
from W&L. The Company believes that this improves overall operating efficiencies
and driver morale. In addition, through its management information systems the
Company monitors the relative performance of each fleet manager, with respect to
both his or her own drivers and with respect to drivers from other Operating
Companies.


Mobile Communications

      In October 1996, AmeriTruck entered into an agreement with HighwayMaster
to purchase 2,000 mobile communication units, 1,225 of which were installed as
of December 31, 1997. HighwayMaster's mobile units have voice technology.
Drivers can make calls directly from their truck, which improves productivity.
Besides voice, the intelligence in the HighwayMaster mobile unit coupled with
the intelligent network complex will allow the Company to provide better service
to its customers and better manage its fleet. When this technology is fully
implemented, the Company will be able to download routes and dispatches into the
mobile unit and the mobile unit will automatically tell the Company when the
truck is late or out of route. This technology will allow the Company to cut
communications expense, stop needless messaging that the computer has to process
and will let the Company deal with important loads so it can prevent service
failures.

      In addition to these HighwayMaster mobile units, AmeriTruck has 680
Qualcomm units installed, primarily on tractors acquired with Tran-Star. The
AmeriTruck information system has been modified to support both HighwayMaster
and Qualcomm units. While the Company's overall goal is to move towards
HighwayMaster for mobile communications, the integration of both
technologies allows the Company to make the best use of its current installed
base of equipment and supports future acquisitions of either technology.


CUSTOMERS

      For the year ended December 31, 1997 the Company's largest customer was
ConAgra, Inc. (including all subsidiaries) accounting for approximately 8
percent of combined revenues.  No other customers accounted for more than 4
percent of the Company's combined revenues for 1997.

        Monfort and Lynn operated primarily as in-house carriers for the red
meat division of Monfort, Inc., a ConAgra subsidiary, and the poultry and turkey
divisions of ConAgra Poultry Company, a ConAgra subsidiary. The Company entered
into a Transportation Services Agreement with subsidiaries of ConAgra. The
ConAgra subsidiaries have agreed to tender freight from the Monfort, Inc.'s red
meat division, ConAgra Poultry Company's poultry and turkey divisions and Swift-
Ekrich, Inc.'s processed meats division in lanes and minimum annual volumes. The
term of this agreement is four years, with pricing fixed for the first two years
and adjusted prices in the third and fourth years. The Company is coordinating
Monfort and Lynn activities with the other Operating Companies in the
refrigerated group.


      The Company's operations are subject to seasonal trends common to the
trucking industry. Results of operations are generally lower in the winter
months due to reduced shipments and higher operating costs.


RISK MANAGEMENT AND INSURANCE

      The primary risk areas in the Company's businesses are bodily injury and
property damage, workers' compensation and cargo loss and damage. The Company
currently maintains insurance against these risks and is subject to liability as
a self-insurer to the extent of the deductible under each policy. The Company
maintains
                                       5
<PAGE>

liability insurance for bodily injury and property damage of at least $25
million per incident, with a deductible for bodily injury and property damage of
$300,000 per incident. The current deductible for workers' compensation in
states where most of the Company's drivers are domiciled ranges from $250,000 to
$350,000 per claim. The Company is self-insured as to damage or loss to the
property and equipment they own or lease. In addition, the Company maintains
cargo loss and damage insurance of between $100,000 and $1 million per incident
with a deductible ranging from $5,000 to $15,000 per incident.


PERSONNEL AND SAFETY

      At December 31, 1997 the Company had approximately 3,400 employees, of
whom 2,563 were drivers. In addition, the Company contracted with 662 owner
operators. As with most trucking operations, the Company experiences turnover of
its company-employed drivers and contract operators and, as a result, is
continuously seeking qualified individuals to handle the transportation of
shipments. Safety and dependability of all drivers are of great importance to
the Company's operations. Driver applicants are required to have a combination
of training and experience, and to pass a drug test. The Company's employees are
not represented by unions.

      For the year ended December 31, 1997 the Company reported 0.4 accidents
per million miles. An accident, as defined by the U.S. Department of
Transportation ("DOT"), involves death, personal injury with treatment sought
immediately, away from the accident, or a disabled vehicle requiring towing. The
industry average, as reported by the American Trucking Association, for DOT
reportable accidents in 1995 (the most recent year for which such information is
publicly available) was 0.7 accidents per million miles. In addition to
following DOT regulations requiring random drug testing and post-accident drug
testing, the Company rigorously enforces its accident and incident reporting
and follow-up standards.

      The Company employs safety specialists and maintains safety programs
designed to meet its specific needs. In addition, the Company employs
specialists to perform compliance checks and conduct safety tests throughout its
operations. The Company conducts a number of safety programs designed to promote
compliance with rules and regulations, and to reduce accidents and cargo claims.
These programs include an incentive pay program for accident and claim-free
driving, driver safety meetings, distribution of safety bulletins to drivers and
participation in national safety associations.


FUEL AVAILABILITY AND COST

      Over half of the Company's fuel purchases occur at commercial fuel
stations with the remainder being obtained at Company facilities where fuel is
stored in bulk. The Company believes that the volumes of fuel purchased by the
Operating Companies, in the aggregate, creates substantially more negotiating
leverage with fuel vendors than the Operating Companies had individually prior
to their acquisition by AmeriTruck. Furthermore, the Company expects that fuel
efficiency will improve as older equipment is replaced with tractors with more
sophisticated engines. The Company believes that a significant portion of any
increase in fuel costs or fuel taxes generally may be recoverable from its
customers in the form of higher rates, although a time lag usually occurs in
passing these costs along.


COMPETITION

      The Company competes with many other truckload and less-than-truckload
carriers of various sizes, including divisions or subsidiaries of larger
companies, and to a lesser extent railroads, on the basis of price, service and
the ability to supply capacity to customers in a timely manner. The competition
has created downward pressure on the trucking industry's inflation adjusted
pricing structure. Several trucking companies with which AmeriTruck competes
have greater financial resources and more revenue equipment than does the
Company.


REGULATION

      Interstate and intrastate motor carriage has been substantially
deregulated as a result of the enactment of the Motor Carrier Act of 1980, the
Trucking Industry Regulatory Reform Act of 1994, and the ICC Termination Act of
1995.

                                       6
<PAGE>

Carriers can now readily enter the trucking industry and rates and services are
largely free from regulatory controls. However, interstate for-hire carriers do
remain subject to certain regulatory controls imposed by the DOT. The trucking
industry remains subject to regulation by the states with respect to certain
safety and insurance requirements.


ENVIRONMENTAL MATTERS

     The Company's operations are subject to federal, state and local
environmental laws and regulations that impose limitations on the discharge of,
and establish standards for the handling, generation, emission, release,
discharge, treatment, storage and disposal of, certain materials, substances and
wastes.  In order to comply with such regulations and to be consistent with the
Company's environmental policy, normal operating procedures include practices to
protect the environment.  Amounts expended related to such practices are
contained in the normal day-to-day costs of the Operating Companies'  business
operations.

     The Company cannot predict with any certainty that it will not in the
future incur liability with respect to environmental compliance or liability
associated with the contamination of sites owned or operated by the Company and
its subsidiaries, sites formerly owned or operated by the Company and its
subsidiaries (including contamination caused by prior owners and operators of
such sites), or off-site disposal of hazardous material or waste that could have
a material adverse effect on the Company's consolidated financial condition,
operations or liquidity.

     The Company's operations are also subject to laws and regulations governing
air emissions, including the 1990 amendments to the Clean Air Act.  The Company
expects that it, together with the rest of the trucking industry, will in the
future become subject to stricter air emission standards, including requirements
that manufacturers produce cleaner-running tractors and that fleet operators
perform more rigorous inspection and maintenance procedures.

                                       7
<PAGE>

ITEM 2. PROPERTIES

FACILITIES

      The Company's facilities consist principally of terminals and shops. Some
of these are full service terminals, which typically include administrative
facilities and customer service personnel and complete facilities to perform
both routine and heavy maintenance and to service all equipment based there.
Certain terminals have facilities in which freight is consolidated. Other
terminals are limited service terminals, which may include some customer service
personnel but do not have complete maintenance facilities. The Company also has
a number of drop yards, which are used primarily for the short-term storage of
trailers. The Company maintains its principal executive and administrative
offices in Fort Worth, Texas.

      Set forth below is certain information relating to the terminals and
office facilities of the Operating Companies at December 31, 1997:
<TABLE>
<CAPTION>
                                                                                             Administrative
Operating Company              Location        Owned/Leased  Acreage  Terminal  Maintenance      Offices       Trailer Yard
-----------------              --------        ------------  -------  --------  -----------  --------------    ------------
<S>                        <C>                 <C>           <C>      <C>       <C>          <C>               <C>
W&L                        Conover, NC             Leased       55        X          X              X                X
                           Thomasville, NC         Owned       3.1        X                                          X

TBI                        Kansas City, KS         Owned         4        X          X                               X
                           Grand Island, NE        Owned       4.3        X          X                               X
                           Fargo, ND               Owned       4.5        X          X                               X
                           Sioux Falls, SD         Owned         4        X          X              X                X

Bangerter                  Phoenix, AZ             Owned       9.5        X          X                               X
                           Fontana, CA             Leased      2.8                                                   X
                           Layton, UT              Owned       6.4        X          X              X                X

CMS                        Yorba Linda, CA           *          *         X
                           Denver, CO                *          *         X
                           Orlando, FL               *          *         X
                           Atlanta, GA             Leased       1                                   X
                           Suwanee, GA               *          *         X
                           Ft. Wentworth, GA         *          *         X
                           Chicago, IL               *          *         X
                           Evansville, IN            *          *         X                                          X
                           Florence, KY              *          *         X                                          X
                           New Orleans, LA           *          *         X
                           Agawam, MA                *          *         X
                           Wilmington, MA          Leased       1         X
                           Jessup, MD                *          *         X
                           Bear Lake, MI             *          *         X                                          X
                           Tupelo, MS              Leased       2         X                                          X
                           Morris Plains, NJ         *          *         X
                           Eden, NY                Leased       1         X
                           Delco, NC               Leased       1         X
                           Broadview Hts., OH        *          *         X
                           Houston, TX               *          *         X

Scales**                   Tampa, FL               Leased      2.5        X          X                               X
                           Gainesville, GA         Leased       5         X          X              X                X
                           Tifton, GA              Leased       5         X          X                               X
                           Winston-Salem, NC       Leased       4         X                                          X

ART                        Florence, KY            Leased       1         X          X                               X
                           Oklahoma City, OK       Leased       6         X          X                               X

KTL                        Largo, FL               Leased      10         X          X              X                X
                           Highland, IN            Leased       2         X                                          X
                           Cherry Hill, NJ         Owned        5         X                                          X

Lynn                       Oskaloosa, IA           Leased       3         X          X              X                X
                           Las Vegas, NV           Leased       5         X                                          X
                           West Sacramento, CA     Leased       1         X                                          X

Monfort                    Greely, CO              Leased      40         X          X              X                X
                           Denver, CO              Leased      10                                                    X

Tran-Star                  Waupaca, WI             Owned      40.1        X          X              X                X
                           Etters, PA              Leased      5.9        X          X                               X
                           Wyalusing, PA           Leased       2         X          X                               X
</TABLE>

*     Facility located on customer's property
**    ALS occupies part of the Scales Gainesville, GA administrative office

                                       8
<PAGE>

REVENUE EQUIPMENT AND MAINTENANCE

     The Company's equipment fleet, including independent contractor units, at
December 31, 1997 was comprised of the following:

Line-haul tractors:
 Tractors..................................................       2,659
 Straight-line trucks......................................          32
Local tractors.............................................         153
                                                                  -----
 Total tractors............................................       2,844
                                                                  =====
Trailers:
 Temperature-controlled....................................       3,278
 Dry van and other.........................................       1,553
                                                                  -----
 Total trailers............................................       4,831
                                                                  =====

     During 1998, the Company intends to replace approximately 350 existing
tractors with new tractors. As the Company replaces older equipment with new
tractors and trailers, the Company believes that downtime as well as operating
and maintenance expenses should be reduced. The Company has begun to purchase
tires and parts on more favorable terms, thereby reducing maintenance costs.
Late model trucks and components in general are more reliable and have better
warranties. In addition, the Company also has begun to negotiate better warranty
terms because of the greater negotiating strength of the combined Operating
Companies. Finally, the Company intends to purchase tractors with standard
specifications for components such as engines, axles and brakes, thereby
reducing the complexity and cost of maintenance parts inventory.

     The Company has comprehensive preventive maintenance programs for its
tractors and trailers to minimize equipment downtime and prolong equipment life.
"A" Services, which are performed at 15,000 mile intervals, include safety
checks and chassis lubrication.  "B" Services, which are performed at 30,000
mile intervals, include all "A" Services plus oil and filter replacement.  "C"
Services, which are performed at 120,000 mile intervals, include all "A" and "B"
Services plus additional, more extensive procedures as may be necessary.

     Repairs and maintenance are performed regularly at the Company's 18 full-
service maintenance facilities and at outside shops. The Company has
approximately 207 maintenance personnel.  Less than one-third of the Company's
maintenance costs were incurred at outside shops during the year ended December
31, 1997.  The Company has begun to share certain maintenance facilities and
personnel among the Operating Companies.  Combined with the advantages of a
newer fleet, the Company expects this will result in a decrease in the
percentage of maintenance costs incurred at outside shops, which are more
expensive than Company shops.


ITEM 3. LEGAL PROCEEDINGS

       The Company and its subsidiaries are a party to litigation incidental to
its business, primarily involving claims for personal injury or property damages
incurred in the transportation of freight. The Company is not aware of any
claims or threatened litigation that might have a material adverse effect on the
Company's consolidated financial position, operations or liquidity.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       During the fourth quarter of 1997, no matters were submitted to a vote of
security holders.

                                       9
<PAGE>

                                    PART II.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS

      The Company's common stock is not publicly traded.

      In conjunction with the 1997 acquisitions of Monfort, Lynn and Tran-Star,
the Company issued 3,000 shares of Series A Redeemable Preferred Stock and
727,272 shares of Common Stock with warrants to certain existing stockholders,
directors and executive officers of the Company. The Preferred Stock was issued
at a $1,000 per share for a total purchase price of $3.0 million. The Common
Stock, along with detached warrants for 1,500,000 shares of Common Stock, was
issued for $2.75 per share ($.01 par value) for a total purchase price of $2.0
million.

In connection with the amendment to the FINOVA Credit Facility, the Company
issued $1 million in Subordinated Notes (the "1997 Notes") to certain existing
stockholders. The 1997 Notes bear interest at a rate of 14% per annum and mature
on June 1, 1998. In connection with the 1997 Notes, the Company issued to the
purchasers of the 1997 Notes warrants to a number of shares of the Company's
common stock equal to the aggregate outstanding principal and interest on the
1997 Notes at the time of exercise divided by 2 (the "1997 Warrants"). The
issuance of these shares was exempt under Section 4(2) of the Securities Act of
1933, as amended, as a transaction not involving any public offering.


ITEM 6. SELECTED FINANCIAL DATA

      The following table sets forth selected financial data for W&L and TBI on
a combined basis as the "Predecessor Company" for the entire 1996 and prior
periods. The results for Bangerter are included since August 1995, the results
for the CMS distribution business and Scales (including the CBS Express
business) are included since November 1995, and the results for ART, as it
relates to the Freymiller Assets, and KTL are included since February 1996 and
July 1996, respectively. The results for Monfort and Lynn are included since
June 1997 and for Tran-Star since July 1997.

                                       10
<PAGE>

      The following data should be read in conjunction with Item 7  --
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Item 8 -- "Financial Statements and Supplementary Data."

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                            -----------------------------------------------------
                                                              1997*      1996*     1995*       1994        1993
                                                            --------   --------   --------    -------     -------
                                                            (DOLLARS IN THOUSANDS, EXCEPT CERTAIN OPERATING DATA)
<S>                                                         <C>        <C>        <C>         <C>         <C>
INCOME STATEMENT DATA:
Revenues................................................    $291,552   $224,257   $102,846    $80,087     $72,783
Operating expenses
 Salaries, wages, and fringe benefits...................      98,837     71,996     32,463     23,639      21,590
 Purchased transportation cost..........................      69,911     57,413     26,564     23,504      21,236
 Depreciation and amortization(1).......................      19,907     15,341      7,882      6,471       5,816
 Claims and insurance...................................      11,646      8,806      4,471      3,169       3,000
 Restructuring charge(2)................................       7,184         --         --         --          --
 Other operating expenses...............................      79,952     55,882     21,181     14,656      14,168
                                                            --------   --------   --------    -------     -------
  Total operating expenses..............................     287,437    209,438     92,561     71,439      65,810
Operating income(1)(2)..................................       4,115     14,819     10,285      8,648       6,973
Interest expense, net of interest income................     (20,778)   (16,242)    (4,634)    (3,233)     (3,486)
Other, net..............................................        (611)      (469)        26         16          64
                                                            --------   --------   --------    -------     -------
Income (loss) before income taxes and
 extraordinary items....................................     (17,274)    (1,892)     5,677      5,431       3,551
Income tax provision (benefit)..........................      (6,618)       340      2,496      2,317       1,249
                                                            --------   --------   --------    -------     -------
Income (loss) before extraordinary items................     (10,656)    (2,232)     3,181      3,114       2,302
Extraordinary items (3).................................        (243)      (230)       (23)        --          --
                                                            --------   --------   --------    -------     -------
Net income                                                  $(10,899)  $ (2,462)  $  3,158    $ 3,114     $ 2,302
 (loss)(2)..............................................    ========   ========   ========    =======     =======

BALANCE SHEET DATA (AT PERIOD END):
Cash and cash equivalents...............................    $     21   $    734   $ 15,286    $ 1,617     $ 1,629
Total assets............................................     263,500    192,648    140,535     54,245      52,974
Long-term debt (including current portion)..............     226,230    169,326    118,335     29,449      33,936
Redeemable preferred stock(4)...........................       3,091         --         --      2,000      11,322
Total stockholders' equity (deficiency)(4)..............     (12,335)    (3,824)    (1,817)    10,488      (2,409)
</TABLE>

*     Comparisons between periods are affected by acquisitions - see Note 2 of
the Financial Statements.

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                            --------------------------------------------------
                                                              1997        1996      1995      1994      1993
                                                            ---------   --------   -------   -------   -------
<S>                                                         <C>         <C>        <C>       <C>       <C>
                                                           (DOLLARS IN THOUSANDS, EXCEPT CERTAIN OPERATING DATA)
CERTAIN OTHER DATA:
EBITDA (5)..............................................    $ 24,022    $ 30,160   $18,167   $15,136   $12,853
EBITDAR(6)..............................................      34,308      35,135    19,885    16,063    13,772
Depreciation and amortization (1).......................      19,907      15,341     7,882     6,471     5,816
Rents...................................................      10,286       4,975     1,718       927       919
Capital expenditures, net of cash proceeds from
 dispositions...........................................      (5,460)     10,893    11,879     1,619       194
Interest expense, net...................................      20,778      16,242     4,634     3,233     3,486
Ratio of EBITDA to interest expense(5)..................       1.16x       1.86x     3.92x     4.68x     3.69x
Ratio of earnings to fixed charges(7)...................       -----       -----     1.99x     2.04x     1.67x

CERTAIN OPERATING DATA:
Operating ratio(2)......................................       98.6%       93.4%     90.0%     89.2%     90.4%
Total miles (in thousands)..............................     245,871     188,782    81,683    66,028    60,915
Revenue per total mile(8)...............................     $ 1.165     $ 1.180    $1.249    $1.213    $1.195
Daily revenue per tractor(9)............................         501     $   542    $  518    $  567    $  547
At period end, number of
 Line haul tractors(10).................................       2,691       1,827     1,126       556       520
 Trailers...............................................       4,831       3,343     2,344     1,084       979
 Employees and owner operators..........................
  Drivers(11)...........................................       2,400       1,366       938       349       337
  Non-drivers...........................................       1,000         838       584       287       249
  Owner operators.......................................         662         573       374       252       236
</TABLE>
(dollars in thousands)

(1)  During 1994, W&L changed its estimate of the useful lives and salvage
     values of certain revenue equipment. This change had the effect of
     decreasing depreciation and increasing operating income for the year ended
     December 31, 1994 by $155. During 1995, TBI changed its estimate of the
     useful lives and salvage values of certain revenue equipment. This change
     had the effect of decreasing depreciation and increasing operating income
     for the year ended December 31, 1995 by $360.
(2)  During 1997, the Company recorded costs of $7,184 in connection with the
     restructure of its refrigerated carrier group.
(3)  The extraordinary items in 1997, 1996 and 1995 consist of an extraordinary
     loss on early retirement of debt, net of taxes.
(4)  During 1997, the Company issued 3,000 shares of Series A Redeemable
     Preferred Stock in conjunction with the 1997 acquisitions. During 1995, all
     remaining shares of TBI's outstanding redeemable preferred stock were
     redeemed for approximately $2 million. During 1994, all shares of W&L's
     outstanding redeemable preferred stock were converted into shares of W&L's
     common stock.
(5)  EBITDA represents earnings (loss) before interest expense, net, income
     taxes, depreciation and amortization. The Company believes EBITDA provides
     useful information regarding the Company's ability to service its debt;
     however, EBITDA does not represent cash flow from operations, as defined by
     generally accepted accounting principles, and should not be considered as a
     substitute for net income as an indicator of the Company's operating
     performance or for cash flow as a measure of liquidity. For purposes of
     calculating the ratio of EBITDA to interest, interest represents total
     interest expense, net of interest income.
(6)  EBITDAR represents earnings before interest expense, net, income taxes,
     depreciation, amortization and rents.
(7)  For purposes of the ratio of earnings to fixed charges, (i) earnings
     include earnings before income taxes and fixed charges and (ii) fixed
     charges consist of interest on all indebtedness, amortization of deferred
     financing costs and that portion of rental expense (one-third) that the
     Company believes to be representative of interest. The Company's earnings
     were insufficient to cover fixed charges by $17,274 and $1,892 for the
     years ended December 31, 1997 and 1996 respectively.
(8)  Freight revenues, which excludes brokerage and other revenues, divided by
     total miles.
(9)  Daily revenue per tractor represents freight revenue divided by number of
     working days and further divided by number of line haul tractors at period
     end. Calculating daily revenue per tractor based on the average number of
     line haul tractors during each monthly period would produce more accurate
     daily revenue per tractor information. However, this information was not
     available for all Operating Companies. In June 1995 W&L purchased 35 line
     haul tractors that were not fully placed in service until the middle of the
     third quarter; therefore, for comparability purposes these tractors were
     included in the daily revenue per tractor calculations on a pro rata basis
     by number of days outstanding in 1995. Results for Bangerter, the CMS
     distribution business, Scales (including the CBS Express business), ART, as
     it relates to the Freymiller Assets, KTL, Monfort, Lynn and Tran-Star were
     also included on a pro rata basis by number of days outstanding in 1995,
     1996 and 1997, respectively.
(10) The number of line haul tractors includes owned, leased and independent
     contractor units.
(11) Represents line haul drivers only.  Local drivers of  163, 138, 69, 55, and
     53 have been excluded from this count for the years ended December 31,
     1997, 1996, 1995, 1994 and 1993, respectively, which is consistent with the
     presentation of line haul tractors.

                                       12
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

      Results for the year ended December 31, 1995 for the Company include W&L
and TBI results on a combined basis as the "Predecessor Company" for the entire
1995 period.  The results for Bangerter since August 1, 1995 and the results for
the CMS distribution business and Scales (including the CBS Express business)
are included since November 1, 1995.  Results for the year ended December 31,
1996 include the results of W&L, TBI, Bangerter, the CMS distribution business
and Scales (including the CBS Express business) for the entire 1996 period and
of ART, as it relates to the Freymiller Assets, since February 5, 1996 and KTL
since July 1, 1996, respectively.  The results for Monfort and Lynn have been
included since June 1997 and for Tran-Star since July 1997.

      The following analysis should be read in conjunction with the consolidated
financial statements included in Item 8 - "Financial Statements and
Supplementary Data."


RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1997 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1996

Net Loss

      For the year ended December 31,1997, the Company had a net loss of $10.9
million compared with a net loss of $2.5 million for 1996. Results for 1997 were
negatively impacted primarily by a charge of $7.2 million to restructure the
Company's refrigerated carrier group and an increase in interest costs. In
addition, the acquisitions of Monfort, Lynn and Tran-Star, combined with start-
up issues related to the Con Agra Services Agreement, had a negative impact on
profitability. The net loss in both 1997 and 1996 includes extraordinary items,
loss on early retirement of debt, of $243,000 and $230,000, respectively, net of
taxes. These losses related to the write off of deferred financing costs in 1997
with respect to the Company's prior senior credit facility with NationsBank and
to early retirements related to the use of proceeds from the Company's
Subordinated Notes offering in 1995, which were used in part to retire debt in
1996.


Revenues

      Revenues for 1997 were $291.6 million, compared with revenues of $224.3
million for 1996. The $67.3 million increase is due to 1997 revenues of
approximately $69 million from the Tran-Star, Monfort and Lynn acquisitions, and
$15.4 million for the first six months of 1997 from the KTL acquisition. This
increase was partially offset by a decline in volumes at ART.


Expenses

      The following table sets forth operating expenses as a percentage of
revenue and the related variance from 1997 to 1996.

                                                                      VARIANCE
                                                                      INCREASE
                                                    1997      1996   (DECREASE)
                                                    ----      ----   ----------
 Salaries, wages and fringe benefits                 33.9%     32.1%     1.8%
 Purchased transportation                            24.0      25.6     (1.6)
 Fuel and fuel taxes                                 12.4      12.1      0.3
 Operating supplies and expenses                      6.6       6.2      0.4
 Depreciation and amortization of capital leases      6.2       6.3     (0.1)
 Claims and insurance                                 4.0       3.9      0.1
 Operating taxes and licenses                         2.4       2.2      0.2
 General supplies and expenses                        5.3       4.3      1.0
 Building and office equipment rents                  0.7       0.7        -
 Amortization of intangibles                          0.6       0.5      0.1
 Gain on disposal of property and equipment             -      (0.5)     0.5
 Restructuring charge                                 2.5         -      2.5
                                                     ----      ----     ----
      Operating Ratio                                98.6%     93.4%     5.2%
                                                     ====      ====     ====

                                       13
<PAGE>

     Salaries, wages and fringe benefits for the year ended December 31, 1997
increased 1.8 percentage points as a percent of revenue.  This increase is
primarily due to an increase in driver wages, which occurred because company
drivers were used more extensively and owner operators were used less
extensively than in the prior year. Company driver costs are included in
salaries, wages and fringe benefits while owner operator costs are included in
purchased transportation. The increase is also due to an increase in salaries at
the corporate location in preparation for centralization of most administrative
functions. The acquisition of Tran-Star, which has primarily a company-driver
work force, also contributed to the increase.

     Purchased transportation costs decreased 1.6 percentage points for 1997 as
a percent of revenue when compared with 1996.  The decrease is due primarily to
the acquisitions of KTL in the third quarter of 1996 and Tran-Star at the end of
the second quarter of 1997, which have primarily company-driver work forces.
This decrease in percentage of revenue was partially offset by a higher
percentage of equipment held under operating leases which resulted in increased
equipment rents.

     Fuel and fuel taxes for 1997 increased 0.3 percentage points as a percent
of revenue when compared with 1996 due to the acquisitions of KTL in the third
quarter of 1996 and Tran-Star at the end of the second quarter of 1997, which
have primarily company-driver work forces.  The increase was also due to lower
miles per gallon as a result of severe weather in the first quarter of 1997. The
impact from these increase were partially offset by lower fuel prices during
1997.

     Operating supplies and expenses increased 0.4 percentage points as a
percent of revenue when compared with 1996.  This increase is primarily due to
the acquisition of Tran-Star, which had an older fleet of tractors requiring
more routine maintenance.  These tractors are currently being retired and
replaced by new tractors.  In addition, trailer coordination, in the absence of
a common computer system, was less effective than expected and resulted in
higher trailer costs.  As of December 31, 1997, all of the refrigerated group
had been transitioned to a common computer system.

     General supplies and expenses increased 1.0 percentage points during 1997
as a percent of revenue due to increased driver recruitment and training costs,
primarily attributable to an unproductive recruiting policy at Trans-Star which
has been changed. The increase was also attributable to increased professional
and consulting fees resulting from increased driver recruitment and advertising
and added costs for system and mobile communications, which the Company
anticipates should be partially offset in the future by improved operating
efficiencies, although no assurances can be made in this regard.

     In connection with AmeriTruck's plans to organize into four operating
groups and to eliminate the duplicate facility and employee costs related to the
recently acquired entities, the Company announced a plan in the second quarter
of 1997 to restructure its refrigerated carrier group. The Company recorded $7.2
million in restructuring costs, which included $2.3 million for employee
termination costs, $4.2 million for duplicate facility costs, including the
impairment of certain long-lived assets, and $650,000 of other costs. See Notes
to Consolidated Financial Statements-Note 3. Restructuring Charge.

     Interest expense increased $4.3 million for the year ended December 31,
1997 over the same period in 1996.  Interest on the revolving lines of credit,
which were used to fund acquisitions, were the primary contributors to this
increase.  See "Liquidity and Capital Resources."


YEAR ENDED DECEMBER 31, 1996 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1995

Net Income (Loss)

     For the year ended December 31, 1996, the Company had a net loss of $2.5
million compared with net income of $3.2 million for 1995.  The additional
operating income from the acquired companies in 1996 was offset by additional
interest costs.  The net loss in 1996 includes an extraordinary item, loss on
early retirement of debt, of $230,000, net of taxes of $154,000.  These early
retirements related to the use of a portion of the proceeds from the Company's
offering in 1995 of its 12 1/4% Senior Subordinated Notes due 2005 (the
"Subordinated Notes").

     During the year ended December 31, 1996, operating profit margins were
negatively impacted by escalating fuel costs, the assimilation of significant
assets from the Freymiller bankruptcy estate, the merger of the operations of
CBS into Scales, and the cost of developing a corporate staff.  The Company
implemented a fuel surcharge to its customers to help

                                       14
<PAGE>

combat this surge in fuel costs. The merger of the operations of CBS into Scales
caused the Company to lose some qualified drivers which in turn resulted in
decreased equipment utilization. In addition, one subsidiary lost drivers as a
result of eliminating driver expense allowances and changing their pay
structure. The Company also intensified its efforts in the driver recruitment
and training areas to correct this problem.

Revenues

     In 1996, the Company had revenues of $224.3 million compared with $102.8
million in 1995, an improvement of 118 percent. This increase reflects $116.6
million of additional revenues from the acquired companies when compared with
1995.  The Predecessor Company had increased revenues of $4.9 million primarily
attributable to increased volume during 1996.

Expenses

     The following table sets forth operating expenses as a percentage of
revenue and the related variance from 1996 to 1995.

                                                                     VARIANCE
                                                                     INCREASE
                                                    1996     1995   (DECREASE)
                                                    ----     ----   ----------
 Salaries, wages and fringe benefits                32.1%    31.6%      0.5%
 Purchased transportation                           25.6     25.8      (0.2)
 Fuel and fuel taxes                                12.1     12.0       0.1
 Operating supplies and expenses                     6.2      2.4       3.8
 Depreciation and amortization of capital leases     6.3      7.2      (0.9)
 Claims and insurance                                3.9      4.3      (0.4)
 Operating taxes and licenses                        2.2      3.0      (0.8)
 General supplies and expenses                       4.3      3.0       1.3
 Building and office equipment rents                 0.7      0.6       0.1
 Amortization of intangibles                         0.5      0.5         -
 Gain on disposal of property and equipment         (0.5)    (0.4)     (0.1)
                                                    ----     ----      ----
      Operating Ratio                               93.4%    90.0%      3.4%
                                                    ====     ====      ====

     Salaries, wages and fringe benefits for the year ended December 31, 1996
increased 0.5 percentage points as a percent of revenue when compared with 1995.
This increase is attributable primarily to the acquired companies, because only
19 percent of their average combined driver base consisted of owner operators as
of December 31, 1996, whose costs are reflected in purchased transportation.  In
contrast, 43 percent of the Predecessor Company's driver base consisted of owner
operators.  The Predecessor Company also had increases in wages and salaries for
drivers and terminal personnel due to the increased mileage during 1996 and pay
increases.  The increase is also attributable to corporate salaries.

     Purchased transportation costs for 1996 decreased 0.2 percentage points as
a percent of revenue when compared with 1995.  The acquired companies driver
base, which consisted of  just 19 percent owner operators, helped to lower
purchased transportation costs as a percentage of revenue.  This decrease in
percentage of revenue was partially offset by a higher percentage of equipment
held under operating leases by the acquired companies which resulted in
increased equipment rents.  The Predecessor Company showed an increase of $2.4
million in purchased transportation costs in 1996 due to expanded freight
opportunities and its continued use of owner operator drivers.

     Operating supplies and expenses increased 3.8 percentage points as a
percent of revenue for the year ended December 31, 1996. This increase was
mainly attributable to the acquired companies, whose driver base consisted of an
average of 81 percent of Company drivers as of December 31, 1996, contributing
to higher maintenance costs for Company owned equipment.

     Depreciation and amortization of capital leases decreased 0.9 percentage
points as a percent of revenue in 1996 when compared with 1995 due to the
acquisition of used assets from Freymiller as well as a higher percentage of the
acquired companies' equipment being held under operating leases.  During 1995,
the Company changed its estimate of the useful lives and salvage values of
certain revenue equipment.  This change had the effect of increasing operating
income for the year ended December 31, 1995, by approximately $360,000.

                                       15
<PAGE>

     Claims and insurance expenses were up $4.3 million for 1996 compared with
1995, which is due primarily to costs attributable to the acquired companies.
However, these costs decreased on a percentage of revenue basis.

     General supplies and expenses for 1996 increased 1.3 percentage points as a
percent of revenue when compared with 1995.  This increase is primarily
attributable to commissions paid to company agents and an increase in costs for
professional services.

     Interest expense increased $11.7 million for the year ended December 31,
1996 over 1995.  Interest on the Subordinated Notes, which were issued in
November 1995 in conjunction with the 1995 acquisitions, and the NationsBank and
the Volvo credit facilities, which were used to fund the acquisition of the
Freymiller Assets and KTL, were the primary factors for this change.  See
"Liquidity and Capital Resources".

     The change in the effective tax rate for the year ended December 31, 1996
compared with 1995 is primarily due to the driver's expense allowances paid by
ART and KTL, a portion of which are nondeductible expenses.


CONTINGENCIES

     Under the requirements of the Federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980 and certain other laws, the Company is
potentially liable for the cost of clean-up of various contaminated sites
identified by the U.S. Environmental Protection Agency ("EPA") and other
agencies.  The Company cannot predict with any certainty that it will not in the
future incur liability with respect to environmental compliance or liability
associated with the contamination of sites owned or operated by the Company and
its subsidiaries, sites formerly owned or operated by the Company and its
subsidiaries (including contamination caused by prior owners and operators of
such sites), or off-site disposal of hazardous material or waste that could have
a material adverse effect on the Company's consolidated financial condition,
operations or liquidity.

     The Company and the Operating Companies are a party to litigation
incidental to its business, primarily involving claims for personal injury or
property damages incurred in the transportation of freight. The Company is not
aware of any claims or threatened litigation that might have a material adverse
effect on the Company's consolidated financial position, operations or
liquidity.


LIQUIDITY AND CAPITAL RESOURCES

     Net cash used in operating activities for the years ended December 31, 1997
and 1996 was $7.3 million and $519,000, respectively, compared with net cash
provided by operating activities of $12.1 million in 1995.  The increase in cash
used from operations in 1997 of $6.8 million was primarily attributable to an
increase in net loss, the resulting impact of deferred income taxes and cash
used for restructuring in 1997.  The decrease of $12.6 million in 1996 was
primarily attributable to a $11.3 million increase in accounts and notes
receivable, of which $7.0 million resulted from the purchase of the Freymiller
Assets, and a decrease in net income of $5.6 million. These decreases were
partially offset by an increase in depreciation and amortization of capital
leases of $6.8 million.

     During the third and fourth quarters of 1997, the Company and ConAgra have
been coordinating efforts to bring the Transportation Services Agreement to the
contractually committed volumes and prices. However, these volumes have not yet
been attained. Management believes that the most complex issues surrounding a
business relationship of this magnitude, in excess of $50 million per year in
total revenue, will be addressed by the end of the first quarter of 1998. This
process, in addition to the ongoing reorganization of the refrigerated group,
has caused the Company to fall short of its original cash flow plan for the
second half of 1997. During the fourth quarter, the Company and ConAgra agreed
to extend the term of the Transportation Services Agreement for an additional
six months to December 2001 and to identify final traffic lanes and pricing to
be subject to the Transportation Services Agreement. As part of the amendments,
the Company agreed it would not receive any take-or-pay revenues for 1997.

     The Company's current business plan indicates that it will need additional
financing to pay down the temporary extension of credit by FINOVA and carryout
its growth strategy.  In order to raise additional financing, the Company has
signed a non-binding letter of intent with an investor group to sell TBI, an
AmeriTruck subsidiary primarily involved in mail contract carriage.  This letter
of intent is subject to a number of conditions, including due diligence and
approval by the

                                       16
<PAGE>

AmeriTruck Board of Directors. In a separate transaction, the Company has signed
an agreement to negotiate exclusively with two major financial institutions with
respect to the proposed sale of $20 million of newly created preferred stock.
Successful completion of these two transactions would provide AmeriTruck with in
excess of $30 million of new capital before any related transaction costs.
However, no assurances can be made that the parties will reach definitive
agreements or that these transactions will be consummated. In the event that
these transactions do not occur the Company may be required to change its
current strategy by selling equipment and reducing operating levels. Management
believes that borrowings available under the credit facilities, additional
equity and asset sales should be sufficient to cover anticipated future cash
needs.  See "Forward Looking Statements and Risk Factors--Financing Plans."


Redeemable Preferred and Common Stock

     In May 1997, the Company issued 3,000 shares of Series A Redeemable
Preferred Stock and 727,272 shares of Common Stock with warrants to certain
existing stockholders, directors and executive officers of the Company. The
issuance was made in conjunction with the 1997 acquisitions and gross proceeds
totaled $5 million. See Notes to Consolidated Financial Statements-Note 12.
Redeemable Preferred and Common Stock.


FINOVA Credit Facility

     In May 1997, the Company and its subsidiaries entered into a Loan and
Security Agreement and related documents (collectively, the "FINOVA Credit
Facility") with FINOVA Capital Corporation ("FINOVA") pursuant to which FINOVA
has agreed to provide a $60 million credit facility to the Company. The initial
borrowings under the FINOVA Credit Facility were used to refinance the Company's
prior credit facility with NationsBank of Texas, N.A. Additional borrowings
under the FINOVA Credit Facility can be used for acquisitions, capital
expenditures, letters of credit, working capital and general corporate purposes.
Pursuant to the FINOVA Credit Facility, FINOVA has agreed to provide a $60
million revolving credit facility, with a $10 million sublimit for the issuance
of letters of credit, maturing on May 5, 2000 (subject to additional one year
renewal periods at the discretion of FINOVA). The FINOVA Credit Facility is also
subject to a borrowing base consisting of eligible receivables and eligible
revenue equipment.

     As of December 31, 1997, the Company's borrowing base supported borrowings
of approximately $63.7 million. Revolving credit loans under the FINOVA Credit
Facility bear interest at a per annum rate equal to either the prime rate plus a
margin equal to 0.75 percent or the rate of interest offered in the London
interbank market plus a margin equal to 2.75 percent. The Company also pays a
monthly unused facility fee and a monthly collateral monitoring fee in
connection with the FINOVA Credit Facility. Revolving credit loans under the
FINOVA Credit Facility were $56.3 million at December 31, 1997 and were
primarily used for refinancing borrowings under the Company's prior facility
with NationsBank of Texas, N.A. and to fund the 1997 acquisitions. There were
also $4.6 million in letters of credit outstanding at December 31, 1997, leaving
$2.8 million available for borrowings.

     In November 1997 the Company amended the FINOVA Credit Facility to increase
both the total amount of the FINOVA Credit Facility to $64 million and the
borrowing base availability thereunder (the "Temporary Overadvances"), in each
case for a period not to exceed 120 days. The amendment to the FINOVA Credit
Facility provides for the payment of a $180,000 fee in connection with the
Temporary Overadvances as well as an additional $180,000 fee in the event that
the Temporary Overadvances are not terminated within 60 days. The Temporary
Overadvances bore interest at 11% per annum for the first 60 days, and
thereafter, until the Temporary Overadvances are terminated all outstanding
borrowings under the FINOVA Credit Facility will bear interest at 1% over the
rate otherwise applicable to such advances. In connection with this amendment to
the FINOVA Credit Facility, the Company also issued $1 million in Subordinated
Notes (the "1997 Notes") to certain existing stockholders. The 1997 Notes bear
interest at a rate of 14% per annum and originally matured on April 1, 1998. The
1997 Notes may be converted in connection with a private equity placement
providing gross proceeds to the Company of at least $10 million (the "Qualified
Private Placement") on the same terms as those offered to other investors in the
Qualified Private Placement. In connection with the 1997 Notes, the Company
issued to the purchasers of the 1997 Notes warrants to a number of shares of the
Company's common stock equal to the aggregate outstanding principal and interest
on the 1997 Notes at the time of exercise divided by 2 (the "1997 Warrants").
The 1997 Warrants become exerciseable in the event a Qualified Private Placement
does not occur prior to April 1, 1998, and the exercise price would be paid by
surrender of the applicable investor's 1997 Note. The Company has also agreed
that, in the event a Qualified Private Placement has not occurred by March 31,
1998, the Company will pay an affiliate of BancBoston Ventures Inc., a
stockholder of the Company, a management fee in the annual amount of $100,000.
The Company used the availability from the Temporary Overadvances and the
proceeds from the 1997 Notes to pay interest due in November 1997 on the
Subordinated Notes and for general corporate purposes.

In March 1998, the Company further amended the FINOVA Credit Facility to extend
the period during which the Temporary Overadvances are available to the Company
through May 15, 1998 (or, if earlier, the date of any Qualified Private

                                       17
<PAGE>

Placement or the date of any sale of the stock or substantially all of the
assets of TBI yielding gross cash proceeds of at least $10 million) and to
increase the total amount of the FINOVA Credit Facility to $68.5 million solely
during the period during which the Temporary Overadvances may be drawn. The
March 1998 amendment provides for the payment of an additional $280,000 fee to
FINOVA. The Company does not expect a Qualified Private Placement to occur by
April 1, 1998. However, the maturity of the 1997 Notes has been extended to
June 1, 1998.

     The Company's obligations under the FINOVA Credit Facility are
collateralized by substantially all of the unencumbered assets of the Company
and its subsidiaries and are guaranteed in full by each of the Operating
Companies. For purposes of the Indenture, the borrowings under the FINOVA Credit
Facility constitute Senior Indebtedness of the Company and Guarantor Senior
Indebtedness of the Operating Companies.

     The FINOVA Credit Facility contains customary representations and
warranties and events of default and requires compliance with a number of
affirmative, negative and financial covenants, including a limitation on the
incurrence of indebtedness and a requirement that the Company maintain a
specified Current Ratio, Net Worth, Debt Service Coverage Ratio and Operating
Ratio. Certain of these covenants were not met at December 31, 1997 and were
unconditionally waived by FINOVA.


Volvo Credit Facilities

     In February 1996, the Company and the Operating Companies entered into a
Loan and Security Agreement, a Financing Integration Agreement and related
documents (collectively, the "Volvo Credit Facilities") with Volvo Truck Finance
North America, Inc. ("Volvo") pursuant to which Volvo has committed, subject to
the terms and conditions of the Volvo Credit Facilities, to provide (i) a $10
million line of credit facility (the "Volvo Line of Credit") to the Company and
the Operating Companies, and (ii) up to $28 million in purchase money or lease
financing (the "Equipment Financing Facility") in connection with the Operating
Companies' acquisition of new tractors and trailers manufactured by Volvo GM
Heavy Truck Corporation. Borrowings under the Volvo Line of Credit are secured
by certain specified tractors and trailers of the Company and the Operating
Companies (which must have a value equal to at least 1.75 times the outstanding
amount of borrowings under the Volvo Line of Credit) and are guaranteed in full
by each of the Operating Companies. As of December 31, 1997, the Operating
Companies have pledged collateral which provides for a $9.4 million line of
credit. Borrowings under the Volvo Line of Credit bear interest at the prime
rate. The Volvo Line of Credit contains customary representations and warranties
and events of default and requires compliance with a number of affirmative and
negative covenants, including a profitability requirement and a coverage ratio.
Certain of these covenants were not met at December 31, 1997 and were
unconditionally waived by Volvo.

     The Equipment Financing Facility was provided by Volvo in connection with
the Operating Companies' agreement to purchase 400 new trucks manufactured by
Volvo GM Heavy Truck Corporation. The borrowings under the Equipment Financing
Facility are collateralized by the specific trucks being financed and are
guaranteed in full by each of the Operating Companies. Borrowings under this
facility bear interest at the prime rate. Financing for an additional 150 new
trucks for approximately $11.3 million was committed during 1997, all of which
will be obtained through operating leases.

     At December 31, 1997, borrowings outstanding under the Volvo Line of Credit
were $9.4 million. The outstanding debt balance under the Equipment Financing
Facility was $2.8 million at December 31, 1997; however, the remaining financing
under this facility was obtained through operating leases.

     The Equipment Financing Facility contains customary representations and
warranties, covenants and events of default. For purposes of the Indenture, the
borrowings under the Volvo Credit Facilities constitute Senior Indebtedness of
the Company and Guarantor Senior Indebtedness of the Operating Companies.


Transamerica Lease Facility

     In August 1997, the Company entered into a lease agreement with
Transamerica Business Credit Corporation ("TBCC") to provide the Company and its
subsidiaries with an arrangement to lease up to 300 new 1998 model tractors (the
"TBCC

                                       18
<PAGE>

Lease").  The line under the TBCC Lease will not exceed $22.8 million based upon
a per vehicle cost of $76,000, subject to an unused line fee of one percent if
the Company leases all 300 of the new trucks but does not use the entire line.
The lease term is 48 months and is subject to a terminal rental adjustment
clause at the end of the term.  The Company will treat this lease as an
operating lease for accounting purposes.  Terms of the arrangement were set
forth in a Master Lease Agreement dated as of August 14, 1997.  As of December
31, 1997, the Company had leased 133 trucks under this agreement.


Subordinated Notes

     In November 1995, AmeriTruck completed a private placement of $100 million
of 12 1/4% Senior Subordinated Notes due 2005 (the "Series A Notes"). The Series
A Notes were exchanged for publicly registered 12 1/4% Senior Subordinated Notes
due 2005, Series B (the "Subordinated Notes") in February 1996. The Subordinated
Notes mature on November 15, 2005, and are unsecured subordinated obligations of
the Company. These notes bear interest at the rate of 12.25 percent per annum
from November 15, 1995, payable semiannually on May 15 and November 15 of each
year, commencing on May 15, 1996. The Subordinated Notes are subject to optional
redemption on the terms set forth in the Indenture. As of December 31, 1996, the
Company had applied the net proceeds of the Series A Notes primarily to finance
the 1995 acquisitions and prepay debt and capitalized leases.


Capital  Expenditures and Resources

     For the year ended December 31, 1997, the Company had proceeds from
property and equipment dispositions in excess of capital expenditures of $6.8
million, excluding the 1997 acquisitions of Monfort, Lynn and Tran-Star,
compared with capital expenditures, net of cash proceeds from dispositions, of
$10.9 million in 1996, and $11.9 million in 1995, excluding the 1995 and 1996
acquisitions and the purchase of the Freymiller Assets. These amounts also do
not include capital expenditures financed through capital leases and other debt
which amounted to approximately $300,000 in 1997 and $13.1 million in 1996 and
1995. During 1996 and 1997, the Company purchased new tractors and trailers to
replace older equipment. The Company's intentions are to maintain an average
fleet age of approximately 2 years for line-haul tractors and 5 years for line-
haul trailers. The majority of the 1996 purchases were financed through debt;
where as the 1997 acquisitions were primarily financed through operating leases.

     During 1998, the Company plans to purchase approximately 350 new trucks, to
replace existing tractors. These equipment purchases and commitments will likely
be financed using a combination of sources including, but not limited to, cash
from operations, leases, debt issuances and other miscellaneous sources. Each
financing decision will be based upon the most appropriate alternative
available.

     In June 1997, AmeriTruck purchased all the outstanding stock of Tran-Star,
Inc. ("Tran-Star") which was owned by Allways Services, Inc.  The purchase price
of $2.6 million included $1.6 million in cash and a $1 million note payable.

     Tran-Star is a carrier of refrigerated and non-refrigerated products.
Headquartered in Waupaca, Wisconsin, Tran-Star operates primarily in between the
upper midwestern U.S. and the northeast and southeast, with terminals in Etters
and Wyalusing, Pennsylvania.  The Company is currently coordinating Tran-Star's
activities with those of the refrigerated group.

     In May 1997, AmeriTruck purchased the capital stock of Monfort
Transportation Company ("Monfort") and Lynn Transportation Co., Inc. ("Lynn"),
both subsidiaries of ConAgra, Inc. ("ConAgra").  The purchase price of $15
million was paid in cash.

     Monfort and Lynn operated primarily as in-house carriers for the red meat
division of Monfort, Inc., a ConAgra subsidiary, and the poultry and turkey
divisions of ConAgra Poultry Company, a ConAgra subsidiary.  The Company entered
into a Transportation Services Agreement with subsidiaries of ConAgra.  The
ConAgra subsidiaries have agreed to tender freight from Monfort, Inc.'s red meat
division, ConAgra Poultry Company's poultry and turkey divisions and Swift-
Ekrich, Inc.'s processed meats division in designated lanes and minimum annual
volumes.  The term of this agreement is four years, with pricing fixed for the
first two years and adjusted prices in the third and fourth years.  The Company
is coordinating Monfort and Lynn activities with the other Operating Companies
in the refrigerated group.

                                       19
<PAGE>

     The Tran-Star, Monfort and Lynn acquisitions were accounted for using the
purchase method of accounting.  Accordingly, the purchase price was allocated to
the assets acquired and liabilities assumed based on their estimated fair values
at the date of acquisition.  The total purchase price including cash, note
payable, miscellaneous acquisition costs and liabilities assumed was $42.4
million for Tran-Star and $35.8  million for Monfort and Lynn.  The excess of
the purchase price over fair values of the net assets acquired has been recorded
as goodwill.

     During the third quarter of 1996, AmeriTruck purchased all of the
outstanding stock of KTL, Inc. ("KTL") for a purchase price of $8.1 million in
cash and 225,000 shares of Class A common stock of AmeriTruck valued at
$900,000.  KTL is a trucking company founded in 1983 which specializes in the
truckload transportation of refrigerated commodities and less-than-truckload
shipments requiring expedited, timed-delivery services.

     The KTL acquisition was accounted for using the purchase method of
accounting.  Accordingly, the purchase price was allocated to the assets
acquired and liabilities assumed based on their estimated fair values at the
date of acquisition.  The total purchase price including cash, common stock,
miscellaneous acquisition costs and liabilities assumed was $21.9 million.  The
excess of the purchase price over the fair values of the net assets acquired has
been recorded as goodwill.

   In February 1996, the Company, through CMS Transportation Services, Inc.,
purchased certain assets of Freymiller Trucking Inc. ("Freymiller") in order to
supplement its existing temperature-controlled trucking business.  Freymiller
had been the subject of a Chapter 11 bankruptcy proceeding in Oklahoma.  CMS
purchased certain specific automobiles, computer hardware and software,
furniture and fixtures, rights to the trade name "Freymiller", existing spare
parts, tires and fuel, rights under certain leases, certain leasehold
improvements and shop equipment and installment sales contracts relating to
tractors and trailers sold by Freymiller out of the ordinary course of business
(with all of the foregoing referred to as the "Freymiller Assets").  The Company
also negotiated with Freymiller's lenders and lessors to purchase approximately
185 tractors and 309 trailers, previously operated by Freymiller, for
approximately $14 million.  An additional 80 trailers were leased for a seven-
year period.  In exchange for the Freymiller Assets, the Company paid
approximately $2.7 million in cash at closing and assumed approximately $2
million in existing equipment financing.  In addition, the Company assumed a
lease for Freymiller's maintenance facility in Oklahoma City and certain routine
executory business contracts.  Except as provided above, the Company did not
assume any obligations or liabilities of Freymiller.

   In connection with these transactions, the Company purchased real property in
Oklahoma City, Oklahoma from Freymiller's Chairman of the Board, President and
Chief Executive Officer for approximately $1.5 million in cash.

   In April 1996, CMS Transportation Services, Inc. changed its corporate name
to "AmeriTruck Refrigerated Transport, Inc." ("ART"), and the distribution
functions previously conducted under the corporate name "CMS Transportation
Services, Inc." were continued as a division of ART.  In addition, in June 1996,
the business operations of CBS, a general freight carrier (which then operated
under the name "CBS Express, Inc."), were transferred to Scales.  In December
1996, the distribution functions of the CMS Transportation division of ART were
transferred to CBS and its name was changed to "CMS Transportation Services,
Inc."  ("CMS").

   In May 1995, W&L acquired Dietz Motor Lines, Inc. for $2.0 million in cash,
which includes payment for non-compete agreements of $400,000 as well as an
amount for certain eligible accounts receivable.  This acquisition has been
accounted for using the purchase method of accounting.  Accordingly, the
purchase price was allocated to the assets acquired and the liabilities assumed
based on their estimated fair values at the date of acquisition.  The results of
operations of the acquired company are included in the financial statements from
the date of acquisition.


Opportunistic Acquisitions

   The Company will pursue opportunistic acquisitions to broaden its geographic
scope, to increase freight network density and to expand into other specialized
trucking segments.  Through acquisitions, the Company believes it can capture
additional market share and increase its driver base without adopting a growth
strategy based on widespread rate discounting and driver recruitment, which the
Company believes would be less successful.  The Company believes its large size
relative to many other potential acquirers could afford it greater access to
acquisition financing sources such as banks and capital markets.  AmeriTruck has
entered into revolving credit facilities, the Volvo Line of Credit and the
FINOVA Credit Facility, which has given AmeriTruck the ability to pursue
acquisitions that the Company could not otherwise fund through cash provided by
operations.  In addition to revolving credit facilities, the Company may finance
its acquisitions through equity issuances, seller

                                       20
<PAGE>

financing and other debt financings. However, any acquisitions will be subject
to approval by FINOVA and meeting the tests for debt incurrence under the
Indenture for the Subordinated Notes.

   The Company is a holding company with no operations of its own.  The
Company's ability to make required interest payments on the Subordinated Notes
depends on its ability to receive funds from the Operating Companies.  The
Company, at its discretion, controls the receipt of dividends or other payments
from the Operating Companies.


OTHER MATTERS

Evaluation of the Company's primary accounting and operational systems for the
Year 2000 problem has been initiated. During 1997, the Company began
consolidating the accounting and operational processing of several operating
companies onto a centralized set of applications and hardware located at
Electronic Data Systems Corporation ("EDS"). An internal study is currently
under way to determine the full scope and related costs of the Year 2000 problem
with respect to other systems the Company maintains to ensure that the Company's
systems continue to meet its internal needs and those of its customers. As a
part of the internal study, the Company will also address evaluation of key
vendors and customers to determine the impact, if any, on the Company's
business. The internal study and the resulting work requirements of the study
are expected to be completed by the end of 1998, although there can be no
assurance that all steps will be completed in a timely manner until the full
scope of the Year 2000 problem is evaluated. The Company currently does not
believe that the Year 2000 problem will have a material impact on the Company's
financial condition or results of operations, although the ultimate impact could
be material depending on the results of the aforementioned internal study.


FORWARD LOOKING STATEMENTS AND RISK FACTORS

   From time to time, the Company issues statements in public filings or press
releases, or officers of the Company make public oral statements with respect to
the Company, that may be considered forward-looking within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.  Such forward-looking statements in this Form 10-K include
statements concerning future cost savings, projected levels of capital
expenditures and the timing of deliveries of new trucks and trailers, the
Company's financing and equity plans, the Company's ability to meet its future
cash needs from borrowings under its credit facilities and from cash generated
from operations and asset dispositions, the Company's Transportation Services
Agreement with subsidiaries of ConAgra, driver recruitment and training and the
Company's pursuit of opportunistic acquisitions.  These forward-looking
statements are based on a number of risks and uncertainties, many of which are
beyond the Company's control.  The Company believes that the following important
factors, among others, could cause the Company's actual results for its 1998
fiscal year and beyond to differ materially from those expressed in any forward-
looking statements made by, on behalf of, or with respect to, the Company:  the
Company's ability to obtain additional equity financing or raise additional cash
through asset sales, the adverse impact of inflation and rising fuel costs; the
Company's substantial leverage and its effect on the Company's ability to pay
principal and interest on the Subordinated Notes and the Company's ability to
incur additional financing or equity to fund its operations, to pursue other
business opportunities and to withstand any adverse economic and industry
conditions; the risk that the Company will not be able to integrate the
Operating Companies' businesses on an economic basis or that any anticipated
economies of scale or other cost savings will be realized; the ability of the
Company to identify suitable acquisition candidates, complete acquisitions or
successfully integrate any acquired businesses; competition; the ability of the
Company to attract and retain qualified drivers; and the Company's dependence on
key management personnel.  Each of these risk factors is discussed in more
detail immediately hereafter.


Financing Plans

In order to raise additional financing, the Company has signed a non-binding
letter of intent to sell TBI, an AmeriTruck subsidiary primarily involved in
mail contract carriage.  This letter of intent is subject to a number of
conditions, including due diligence and approval by the AmeriTruck Board of
Directors.  In a separate transaction, the Company has signed an agreement to
negotiate exclusively with two major financial institutions with respect to the
proposed sale of $20,000,000 of new preferred stock.  Successful completion of
these two transactions would provide AmeriTruck with $30,000,000 of new capital
before any related transaction costs.  However, no assurances can be made that
the parties will reach definitive agreements or that these transactions will be
consummated.  Failure by the Company to raise significant new equity financing
or raise significant funds from asset sales would have a material adverse effect
on the Company and its

                                       21
<PAGE>

ability to service its outstanding indebtedness, including the Subordinated
Notes. Among other effects, the Company would be required to change its current
growth strategy and adopt a strategy involving the sale of operating equipment
and reduction of operating levels.


Inflation and Fuel Costs

   Inflation can be expected to have an impact on the Company's earnings.
Extended periods of escalating costs or fuel price increases without
compensating freight rate increases would adversely affect the Company's results
of operations.  According to a Department of Energy survey, reported by the
American Trucking Association, the average price of diesel fuel for 1997 was
$1.20 compared with $1.24 for 1996.  The Company's fuel prices are slightly
below the national average due to the Company's ability to buy fuel at volume
discounts.  See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Expenses."


Substantial Leverage, Liquidity, Capital Resources and New Credit Facility

   As a result of the 1995, 1996 and 1997 acquisitions and the offering of the
Subordinated Notes, the Company has substantial indebtedness in relation to its
total capitalization.  This substantial indebtedness poses substantial risks to
holders of the Subordinated Notes, including the possibility that the Company
might not generate sufficient cash flow to pay the principal and interest on the
Subordinated Notes.  Such indebtedness may also adversely affect the Company's
ability to finance its future operations and capital needs, may limit its
ability to pursue other business opportunities and may make its results of
operations more susceptible to adverse economic and industry conditions.  In
addition, the Company will need to continue to purchase additional revenue
equipment, and, if the Company is unable to enter into operating or capital
leases or obtain borrowed funds in the future, it may have to limit its growth
or operate its revenue equipment for longer periods.  If the Company is unable
to generate sufficient cash flow from operations in the future to service its
debt and make necessary capital expenditures, the Company may be required to
refinance all or a portion of its existing debt, including the Subordinated
Notes, to sell assets or to obtain additional financing.  There can be no
assurance that any such refinancing would be possible or that any such sale of
assets or additional financing could be achieved.


Limited Combined Operating History

     The Company was founded in August 1995 and conducted no operations prior to
consummation of the 1995 acquisitions.  Prior to the 1995, 1996 and 1997
acquisitions, the acquired companies operated independently and there can be no
assurance that the Company will be able to successfully integrate these
businesses on an economic basis or that any anticipated economies of scale or
other cost savings will be realized.  While the Company's senior management is
highly experienced in the trucking industry and senior management includes the
chief executive officers of the Operating Companies, the Company's management
group has been assembled only recently and there can be no assurance that the
management group will be able to oversee the combined entity and effectively
implement the Company's operating or growth strategies.

   During 1997, the assimilation of significant assets of Monfort, Lynn and
Tran-Star negatively impacted the Company. Combined with start-up issues related
to the ConAgra Transportation Services Agreement, the Company did not meet its
original 1997 goals for profitability and cash flow.

   During 1996, the assimilation of significant assets from the Freymiller
bankruptcy estate, the merger of the operations of CBS into Scales, and the cost
of developing a corporate staff negatively impacted the Company.  The merger of
CBS into Scales caused the Company to lose some qualified drivers which in turn
resulted in decreased equipment utilization.  In addition, one subsidiary lost
drivers as a result of eliminating driver expense allowances and changing their
pay structure.  The Company is focusing on efforts to correct the negative
impact from the assimilation of the Freymiller Assets, the 1997 acquisitions and
the ConAgra Services Agreement and has intensified its efforts in the driver
recruitment and training areas, which has begun to correct these problems.
However, no assurances can be made that these areas will not continue to have a
negative impact in the future.

                                       22
<PAGE>

Cyclicality and Other Economic Factors

     Recessionary business cycles or downturns in customers' business cycles
could have a material adverse effect on the operating results of the Company.
Although management believes that because of the nature of its customer base,
the Company is less sensitive to cyclical pressures than many other large
trucking firms, a significant portion of the Company's customers are in cyclical
industries, such as furniture manufacturing.  Fuel prices, fuel taxes, tolls,
insurance costs, interest rates, license and registration fees and fluctuations
in the resale value of revenue equipment are economic factors over which the
Company has little or no control.  Significant increases or rapid fluctuations
in fuel prices or fuel taxes, interest rates or increases in license and
registration fees, tolls or insurance costs, to the extent not offset by
increases in freight rates, would reduce the Company's profitability.  In
addition,  freight shipments, operating cost and earnings are also adversely
affected by inclement weather conditions.  Fluctuations in the resale value of
tractors and trailers are also important factors that the Company cannot
control.  A decline in the resale value of the Company's tractors and trailers
could cause the Company to retain some of its equipment longer than desired,
resulting in increased operating expenses for fuel, maintenance and repairs, or
to realize losses on sale.


Future Acquisitions

   The Company believes that future acquisitions, particularly in the
temperature control segment of the trucking industry, are a key part of its
objective of offering customers both customized service and pricing that
reflects the advantages of economies of scale. No assurances can be made that
the Company will be able to find suitable acquisition candidates, raise any
required financing or complete future acquisitions or, if completed, that any
such acquisitions will help the Company achieve its objectives.


Competition

     The trucking industry is highly competitive.  The Operating Companies
compete with many other truck carriers of varying sizes and, to a lesser extent,
with railroads.  This competition has created downward pressure on the trucking
industry's pricing structure.  Some of the Company's larger competitors in the
refrigerated business include Prime, FFE Transportation Service and KLLM Inc.
Merchants Home Delivery Service is one of the largest competitors in the
furniture business.  A number of trucking companies with which the Operating
Companies compete have greater financial resources or own more revenue equipment
than does the Company.


Availability of Drivers

     The difficulty in attracting qualified drivers (including owner-operators)
is a wide-spread problem in the trucking industry and is an important factor in
the Company's ability to provide a high level of service to its customers and to
effectively utilize the Company's equipment.  Problems with driver retention had
a negative impact on the Company's performance in 1996 and 1997.  Competition
for drivers is intense and, in part because their driver standards are high, the
Operating Companies have sometimes experienced difficulty attracting and
retaining qualified drivers.  Although in the past the Operating Companies have
experienced lower turnover rates than the trucking industry as a whole, there
can be no assurance that the Company's business will not be affected by a
shortage of qualified drivers in the future.


Regulation

     Interstate and Intrastate motor carriage has been substantially deregulated
as a result of the enactment of the Motor Carrier Act of 1980, the Trucking
Industry Regulatory Reform Act of 1994, and the ICC Termination Act of 1995.
Carriers can now readily enter the trucking industry and rates and services are
largely free of regulatory controls.  However, interstate for-hire carriers do
remain subject to certain regulatory controls imposed by DOT.  In addition, the
Operating Companies' operations are subject to various environmental laws and
regulations, including laws and regulations dealing with underground fuel
storage tanks and ownership of property than may contain hazardous substances
and laws which subject the Company to stricter air emission standards
regulation, including requirements that manufacturers produce cleaner-running
tractors and that fleet operators perform more rigorous inspection and
maintenance procedures.

                                       23
<PAGE>

Claims Exposure

   The primary risk areas in the Company's businesses are bodily injury and
property damage, workers' compensation and cargo loss and damage.  The Operating
Companies currently maintain insurance against these risks and are subject to
liability as a self-insurer to the extent of the deductible under each policy.
The Company maintains liability insurance for bodily injury and property damage
of at least $25 million per incident, with a deductible for bodily injury and
property damage of $300,000 per incident.  The current deductible for workers'
compensation in states where most of the Company's drivers are domiciled ranges
from $250,000 to $350,000 per claim.  The Company is self-insured as to damage
or loss to the property and equipment they own or lease.  In addition, the
Company maintains cargo loss and damage insurance of between $100,000 and $1
million per incident with a deductible ranging from $5,000 to $15,000 per
incident.  To the extent that the Company or any of the Operating Companies were
to experience a material increase in the frequency or severity of accidents or
workers' compensation claims, or unfavorable developments on existing claims,
the Company might have to further collateralize its self-insurance amounts and
the Company's operating results, financial position and liquidity could be
materially adversely affected.  In addition, significant increases in insurance
costs, to the extent not offset by increases in freight rates, would reduce the
Company's future profitability.


Dependence on Key Personnel

     The success of the Company is dependent upon its senior management team, as
well as its ability to attract and retain qualified management personnel.  There
is competition for qualified personnel in the trucking industry.  There is no
assurance that the Company will be able to retain its existing senior management
or to attract additional qualified management personnel.  The Company does not
maintain key man life insurance on any of its senior management team but the
Company has entered into employment agreements with each member of its senior
management team.

                                       24
<PAGE>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                            (Dollars in thousands)


<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31,
                                                                    ------------------------
                                                             1997*            1996*             1995*
                                                         ------------     ------------      ------------
<S>                                                      <C>              <C>               <C>
Operating revenue                                          $291,552          $224,257          $102,846
                                                           --------          --------          --------

Operating expenses:
 Salaries, wages and fringe benefits                         98,837            71,996            32,463
 Purchased transportation                                    69,911            57,413            26,564
 Fuel and fuel taxes                                         36,103            27,071            12,341
 Operating supplies and expenses                             19,397            13,875             2,445
 Depreciation and amortization of capital leases             18,120            14,211             7,407
 Claims and insurance                                        11,646             8,806             4,471
 Operating taxes and licenses                                 6,907             4,988             3,145
 General supplies and expenses                               15,385             9,598             3,089
 Building and office equipment rents                          2,117             1,617               586
 Amortization of intangibles                                  1,787             1,130               475
 Loss (gain) on disposal of property and equipment               43            (1,267)             (425)
 Restructuring charge                                         7,184                 -                 -
                                                           --------          --------          --------
     Total operating expenses                               287,437           209,438            92,561
                                                           --------          --------          --------

Operating income                                              4,115            14,819            10,285

Interest expense                                             21,015            16,677             4,993
Amortization of financing fees                                  653               484                37
Other income, net                                              (279)             (450)             (422)
                                                           --------          --------          --------

Income (loss) before income taxes and extraordinary items   (17,274)           (1,892)            5,677

Income tax provision (benefit)                               (6,618)              340             2,496
                                                           --------          --------          --------

Income (loss) before extraordinary items                    (10,656)           (2,232)            3,181

Extraordinary items, loss on early retirement of debt,
 net of taxes of $120, $154 and $16, respectively              (243)             (230)              (23)
                                                           --------          --------          --------

     Net income (loss)                                     $(10,899)         $ (2,462)         $  3,158
                                                           ========          ========          ========
</TABLE>

*  Comparisons between periods are affected by acquisitions -- see Note 2.





          See accompanying notes to consolidated financial statements.

                                       25
<PAGE>

                AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                       (Dollars and shares in thousands)


<TABLE>
<CAPTION>
                                                                        DECEMBER 31,
                                                                  ----------------------
                                                                    1997*         1996*
                                                                  ---------     --------
<S>                                                               <C>           <C>
ASSETS
Current assets:
   Cash and cash equivalents                                      $     21      $    734
   Accounts and notes receivable, net                               49,017        29,001
   Prepaid expenses                                                 14,782         7,735
   Repair parts and supplies                                         2,123         1,092
   Deferred income taxes                                             3,717         1,467
   Other current assets                                              1,497         1,388
                                                                  --------      --------
       Total current assets                                         71,157        41,417

Property and equipment, net                                        117,774       103,801
Goodwill, net                                                       59,971        39,399
Other assets                                                        14,598         8,031
                                                                  --------      --------
       Total assets                                               $263,500      $192,648
                                                                  ========      ========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
   Current portion of long-term debt                              $ 22,534      $ 11,988
   Accounts payable and accrued expenses                            31,735        13,557
   Claims and insurance accruals                                     3,496         1,684
   Other current liabilities                                           986           593
                                                                  --------      --------
       Total current liabilities                                    58,751        27,822

Long-term debt                                                     203,696       157,338
Deferred income taxes                                                4,410         8,571
Other liabilities                                                    5,887         2,741
                                                                  --------      --------
       Total liabilities                                           272,744       196,472
                                                                  --------      --------

Commitments and contingencies (Note 11)

Redeemable preferred stock                                           3,091             -

Stockholders' equity (deficiency):
   Common stock; $.01 par value, 4,230 shares and 3,503 shares
     issued and outstanding, respectively                               42            35
   Additional paid-in capital                                        2,800           898
   Loans to stockholders                                            (1,401)       (1,880)
   Accumulated deficit                                             (13,776)       (2,877)
                                                                  --------      --------

       Total stockholders' deficiency                              (12,335)       (3,824)
                                                                  --------      --------
       Total liabilities and stockholders' deficiency             $263,500      $192,648
                                                                  ========      ========
</TABLE>

*  Comparisons between periods are affected by acquisitions-see Note 2.




          See accompanying notes to consolidated financial statements.

                                       26
<PAGE>

                AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                            YEARS ENDED DECEMBER 31,
                                                                                         -------------------------------
                                                                                           1997*      1996*      1995*
                                                                                         ---------  ---------  ---------
<S>                                                                                      <C>        <C>        <C>
OPERATING ACTIVITIES:
 Net income (loss)                                                                       $(10,899)  $ (2,462)  $  3,158
 Adjustments to reconcile net income (loss) to net cash provided by
   (used in) operating activities:
   Depreciation and amortization of capital leases                                         18,120     14,211      7,407
   Amortization of intangibles                                                              1,787      1,130        475
   Loss (gain) on disposal of property and equipment                                           43     (1,267)      (425)
   Provision (benefit) for deferred income taxes                                           (6,411)       291      1,074
   Provision for doubtful accounts                                                            233        234        224
   Extraordinary items, loss on early retirement of debt, net of taxes                        243        230         23
   Restructuring charge                                                                     7,184          -          -
   Restructuring costs paid                                                                (2,859)         -          -
   Other, net                                                                              (3,126)      (125)       897
   Changes in current assets and liabilities, net of effects from acquisitions:
     Accounts and notes receivable, net                                                    (9,469)   (11,620)      (325)
     Prepaid expenses                                                                      (4,136)    (1,438)    (1,199)
     Repair parts and supplies                                                               (517)        (9)        22
     Other current assets                                                                     424       (234)     1,652
     Accounts payable and accrued expenses                                                  4,195       (541)      (791)
     Claims and insurance accruals                                                         (2,411)     1,064        406
     Other current liabilities                                                                268         17       (527)
                                                                                         --------   --------   --------
       Net cash provided by (used in) operating activities                                 (7,331)      (519)    12,071
                                                                                         --------   --------   --------

INVESTING ACTIVITIES:
 Purchase of Freymiller Assets, net of liabilities assumed                                      -    (18,821)         -
 Payments for acquisitions, net of cash acquired                                          (17,613)    (9,342)   (18,258)
 Purchase of property and equipment                                                        (6,737)   (19,948)   (15,399)
 Proceeds from sale of property and equipment                                              12,197      9,055      3,520
 Other, net                                                                                   705      1,007       (557)
                                                                                         --------   --------   --------
       Net cash used in  investing activities                                             (11,448)   (38,049)   (30,694)
                                                                                         --------   --------   --------

FINANCING ACTIVITIES:
 Revolving line of credit, net                                                             30,252     32,881          -
 Proceeds from issuance of long-term debt                                                   1,000     17,236    103,427
 Repayment of long-term debt                                                              (21,189)   (25,075)   (49,011)
 Distribution to controlling stockholders                                                       -          -    (17,361)
 Proceeds from issuance of redeemable preferred stock                                       3,000          -          -
 Proceeds from issuance of common stock                                                     2,000          -          -
 Redemption of preferred stock                                                                  -          -     (2,000)
 Checks in excess of cash balances                                                          4,109          -          -
 Other, net                                                                                (1,106)    (1,026)    (2,763)
                                                                                         --------   --------   --------
       Net cash provided by financing activities                                           18,066     24,016     32,292
                                                                                         --------   --------   --------

Net increase (decrease)  in cash and cash equivalents                                        (713)   (14,552)    13,669
Cash and cash equivalents, beginning of period                                                734     15,286      1,617
                                                                                         --------   --------   --------
Cash and cash equivalents, end of period                                                 $     21   $    734   $ 15,286
                                                                                         ========   ========   ========

Supplemental cash flow information:
 Cash paid during the year for:
   Interest                                                                              $ 20,466   $ 16,592   $  4,315
   Income taxes (net of refunds)                                                             (257)       135      2,812
 Property and equipment financed through capital lease obligations and other debt
                                                                                              457     13,107     13,063
 Noncash consideration for acquisitions                                                     1,000          -          -
</TABLE>

*Comparisons between periods are affected by acquisitons-see Note 2.

          See accompanying notes to consolidated financial statements.

                                       27
<PAGE>

                AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                       (Dollars and shares in thousands)

<TABLE>
<CAPTION>
                                            COMMON                  ADDITIONAL                                TOTAL STOCK-
                                            SHARES       COMMON      PAID-IN      LOAN TO     ACCUMULATED   HOLDERS' EQUITY
                                          OUTSTANDING    STOCK       CAPITAL    STOCKHOLDERS    DEFICIT      (DEFICIENCY)
                                          -----------    -----       -------    ------------    -------       ----------
<S>                                       <C>            <C>        <C>         <C>           <C>           <C>
Balance, December 31, 1994                      29        $ -       $ 11,963      $     -      $ (1,475)       $ 10,488

Dividends on preferred stock                     -          -              -            -          (187)           (187)
Loans to stockholders                            -          -              -         (283)            -            (283)
Issuance of common stock                         2          -          1,152       (1,152)            -               -
Distribution to controlling stockholders         -          -        (15,583)           -        (1,778)        (17,361)
Issuance of common stock to controlling
 stockholders                                2,173         22            (22)           -             -               -

Issuance of common stock for acquired
 companies and minority stockholders         1,074         11          2,490            -          (133)          2,368

Net income                                       -          -              -            -         3,158           3,158
                                             -----        ---       --------      -------      --------        --------

Balance, December 31, 1995                   3,278         33              -       (1,435)         (415)         (1,817)
Loans to stockholders                            -          -              -         (445)            -            (445)
Issuance of common stock for acquired
 company                                       225          2            898            -             -             900
Net loss                                         -          -              -            -        (2,462)         (2,462)
                                             -----        ---       --------      -------      --------        --------

Balance, December 31, 1996                   3,503         35            898       (1,880)       (2,877)         (3,824)
Loans to stockholders                            -          -              -          479             -             479
Issuance of common stock                       727          7          1,993            -             -           2,000
Redeemable preferred stock dividend              -          -            (91)           -             -             (91)
Net loss                                         -          -              -            -       (10,899)        (10,899)
                                             -----        ---       --------      -------      --------        --------

Balance, December 31, 1997                   4,230        $42       $  2,800      $(1,401)     $(13,776)       $(12,335)
                                             =====        ===       ========      =======      ========        ========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       28
<PAGE>

                AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Nature of Operations

     AmeriTruck Distribution Corp. and its wholly-owned subsidiaries generally
     operate in specialized areas of the transportation services industry
     including time-sensitive delivery, special handling, unconventional pick-up
     and delivery times, in-house logistic services, dedicated fleets and
     temperature control.

     Principles of Consolidation

     The combined financial statements include the accounts of AmeriTruck
     Distribution Corp. and its wholly-owned subsidiaries ("AmeriTruck" or the
     "Company"). AmeriTruck was formed in August 1995 to effect the combination
     of six regional trucking lines in November 1995: W&L Services Corp.
     ("W&L"), Thompson Bros., Inc. ("TBI"), J.C. Bangerter & Sons, Inc.
     ("Bangerter"), CMS Transportation Services, Inc. and certain related
     companies, Scales Transport Corporation and a related company ("Scales")
     and CBS Express, Inc. ("CBS"). Prior to these acquisitions, W&L and TBI had
     certain common stockholders who controlled approximately 87 percent of the
     common equity of W&L and TBI on a combined basis (the "Controlling
     Stockholders"). In addition, the Controlling Stockholders controlled
     approximately 67 percent of the outstanding common stock of AmeriTruck
     after the consummation of these acquisitions. Therefore, the Controlling
     Stockholders on a combined basis have been treated as the acquirer for
     purposes of accounting for these acquisitions. With respect to the
     acquisitions of W&L and TBI, their acquisitions are accounted for as a
     purchase by the Controlling Stockholders of the stock of the remaining
     stockholders of W&L and TBI (the "Minority Stockholders"), who owned
     approximately 13 percent of W&L and TBI on a combined basis.

     In April 1996, CMS Transportation Services, Inc. changed its corporate name
     to "AmeriTruck Refrigerated Transport, Inc." ("ART"), and the distribution
     functions previously conducted under the corporate name "CMS Transportation
     Services, Inc." were continued as a division of ART. In addition, in June
     1996, the business operations of CBS, a general freight carrier (which then
     operated under the name "CBS Express, Inc."), were transferred to Scales.
     In December 1996, the distribution functions of the CMS Transportation
     division of ART were transferred to CBS and its name was changed to "CMS
     Transportation Services, Inc." ("CMS"). The CMS Transportation distribution
     business currently operated by CMS is sometimes referred to below as the
     "CMS distribution business" and the business operations previously operated
     under the name CBS Express, Inc. and transferred to Scales are sometimes
     referred to as the "CBS Express business."

     The accompanying AmeriTruck consolidated statements of operations and cash
     flows for the years ended December 31, 1997, 1996 and 1995 reflect W&L and
     TBI combined historical results and cash flows for such periods, Bangerter
     results and cash flows since August 1995, the results of the CMS
     distribution business and Scales (including the CBS Express business) since
     November 1995, the results of ART as it relates to the purchase of assets
     from Freymiller Trucking, Inc. ("the Freymiller Assets"), since February 5,
     1996, and the results of KTL, Inc. ("KTL") since July 1996. The results for
     Monfort Transportation Company ("Monfort") and Lynn Transportation Co.,
     Inc. ("Lynn") have been included since June 1997 and for Tran-Star, Inc.
     ("Tran-Star") since July 1997. The accompanying AmeriTruck consolidated
     balance sheet at December 31, 1996 includes W&L, TBI, Bangerter, the CMS
     distribution business, Scales (including the CBS Express business), and KTL
     assets and liabilities as adjusted by purchase accounting and the
     Freymiller Assets. In addition, the consolidated balance sheet at December
     31, 1997 includes Monfort, Lynn and Tran-Star assets and liabilities as
     adjusted by purchase accounting.

     As of December 31, 1997, the Company's principal subsidiaries currently are
     W&L, TBI, Bangerter, CMS, Scales, ART, KTL, AmeriTruck Logistics Services,
     Inc. ("ALS", formed in January 1997 to broker freight), Monfort, Lynn and
     Tran-Star (the "Operating Companies"). All significant intercompany
     accounts and transactions have been eliminated. Effective January 1998 the
     Company effected a merger of ART, JCB, Monfort, Lynn and Tran-Star with ART
     as the surviving corporation.

     Separate financial statements of the Company's subsidiaries are not
     included because (a) all of the Company's direct and indirect subsidiaries
     have guaranteed the Company's obligations under the Indenture, dated as of
     November 15, 1995 (the "Indenture"), among the Company, such subsidiaries
     (in such capacity, the "Guarantors"), and The Bank of

                                       29
<PAGE>

                AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     New York, as Trustee, (b) the Guarantors have fully and unconditionally
     guaranteed the 12 1/4% Senior Subordinated Notes due 2005 ("Subordinated
     Notes") issued under the Indenture on a joint and several basis, (c) the
     Company is a holding company with no independent assets or operations other
     than its investments in the Guarantors and (d) the separate financial
     statements and other disclosures concerning the Guarantors are not
     presented because management has determined that they would not be
     material.

     The preparation of financial statements in accordance with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the periods presented.

     Cash and Cash Equivalents

     Cash and cash equivalents include cash on hand, cash in demand deposits and
     short-term investments with original maturities of 90 days or less. Cash
     equivalents are stated at cost, which approximates market value.

     Prepaid Expenses

     Prepaid expenses primarily consist of tires in service and prepaid rent
     related to operating leases. The cost of new and replacement tires is
     capitalized and included in prepaid expenses when placed in service, and
     then amortized on a straight-line basis over their estimated useful lives.
     Estimated useful lives range from 10 to 24 months. The prepaid rent is
     amortized over the life of the lease.

     Repair Parts and Supplies

     Repair parts and supplies consists of fuel, tires until placed in service,
     tubes, replacement parts and supplies and are valued at the lower of
     average cost or market.

     Property and Equipment

     Property and equipment are stated at cost. Depreciation is calculated on
     the straight-line method over the estimated useful lives of 3 to 10 years
     for revenue and service equipment, 10 to 30 years for structures, 4 to 10
     years for leasehold improvements, and 2 to 10 years for furniture and
     office equipment. Major additions and betterments are capitalized, while
     maintenance and repairs that do not improve or extend the life of the asset
     are charged to expense as incurred. Gains and losses on dispositions are
     included in operating income.

     Goodwill and Other Intangibles

     Goodwill represents the excess of the acquisition costs over the fair value
     of net identifiable assets of businesses acquired and is amortized on a
     straight-line basis over 40 years. Accumulated amortization of goodwill at
     December 31, 1997 and 1996 was $3,452,000 and $2,129,000, respectively.
     Other intangibles, which primarily consist of financing and other costs
     associated with business acquisitions, are included in other assets and are
     amortized over the life of the agreements.

     The realizability of goodwill and other intangibles is evaluated
     periodically as events or circumstances indicate a possible inability to
     recover their carrying amount. Such evaluation is based on various
     analyses, including cash flow and profitability projections that
     incorporate, as applicable, the impact on existing company operations.
     Management believes that no significant impairment of goodwill and other
     intangible assets has occurred.

                                       30
<PAGE>

                AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     Claims and Insurance Accruals

     Claims accruals represent reserves for estimated costs to repair and
     replace damaged goods resulting from cargo claims. Insurance accruals
     reflect the estimated cost of claims for bodily injury and property damage,
     workers' compensation and employee health care not covered by insurance.
     These liabilities for self-insurance are accrued based on claims incurred
     and on estimates of both unasserted and unsettled claims which are assessed
     based on management's evaluation of the nature and severity of individual
     claims and on the Company's past claims experience.

     Revenue Recognition

     Freight revenues are recognized upon the delivery of freight.

     Reclassifications

     Certain prior year information has been reclassified to conform to the
     current year presentation.

2.   ACQUISITIONS

     In June 1997, AmeriTruck purchased all the outstanding stock of Tran-Star,
     which was owned by Allways Services, Inc. The purchase price of $2.6
     million included $1.6 million in cash and a $1 million note payable.

     Tran-Star is a carrier of refrigerated and non-refrigerated products.
     Headquartered in Waupaca, Wisconsin, Tran-Star operates primarily between
     the upper midwestern U.S. and the northeast and southeast, with terminals
     in Etters and Wyalusing, Pennsylvania. The Company is currently
     coordinating Tran-Star's activities with those of the other carriers within
     the refrigerated group. See Notes to Consolidated Financial Statements-Note
     3. Restructuring Charge.

     In May 1997, AmeriTruck purchased the capital stock of Monfort and Lynn,
     both subsidiaries of ConAgra, Inc. ("ConAgra"). The purchase price of $15
     million was paid in cash.

     Monfort and Lynn operated primarily as in-house carriers for the red-meat
     division of Monfort, Inc., a ConAgra subsidiary, and the poultry and turkey
     divisions of ConAgra Poultry Company, a ConAgra subsidiary. The Company
     entered into a Transportation Services Agreement with subsidiaries of
     ConAgra. The ConAgra subsidiaries have agreed to tender freight from
     Monfort, Inc.'s red-meat division, ConAgra Poultry Company's poultry and
     turkey divisions and Swift-Ekrich, Inc.'s processed meats division in
     designated lanes and minimum annual volumes. The term of this agreement is
     four years, with pricing fixed for the first two years and adjusted prices
     in the third and fourth years. The Company is currently coordinating
     Monfort and Lynn activities with those of the refrigerated group. See Notes
     to Consolidated Financial Statements-Note 3. Restructuring Charge.

                                       31
<PAGE>

                AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     The Tran-Star, Monfort and Lynn acquisitions were accounted for using the
     purchase method of accounting. Accordingly, the purchase price was
     allocated to the assets acquired and liabilities assumed based on their
     estimated fair values at the date of acquisition. The total purchase price
     including cash, note payable, miscellaneous acquisition costs and
     liabilities assumed was $42.4 million for Tran-Star and $35.8 million for
     Monfort and Lynn. The excess of the purchase price over fair values of the
     net assets acquired has been recorded as goodwill. The Tran-Star net assets
     acquired were as follows (in thousands):

          Accounts receivable, net               $  6,653
          Property and equipment, net              25,315
          Goodwill                                  7,454
          Other assets                              2,981
          Long-term debt                          (28,916)
          Other liabilities                       (10,520)
                                                 --------
               Net assets acquired               $  2,967
                                                 ========

     The Monfort and Lynn net assets acquired were as follows (in thousands):

          Accounts receivable, net               $  3,805
          Property and equipment, net              15,138
          Goodwill                                 12,736
          Other assets                              4,087
          Long-term debt                          (14,201)
          Other liabilities                        (5,919)
                                                 --------
               Net assets acquired               $ 15,646
                                                 ========

     The following unaudited pro forma operating results of the Company for the
     twelve months ended December 31, 1997 and 1996, reflect the Monfort, Lynn
     and Tran-Star acquisitions as if they had occurred on January 1, 1996.

                                                 Twelve Months Ended
                                                     December 30,
                                               ------------------------
                                                 1997            1996
                                               --------        --------
                                                    (In thousands)

          Operating revenue                    $370,728        $408,003
          Operating income (after
            restructuring charge of
            $7.2 million in 1997)                 5,823          25,921
          Income (loss) before
            extraordinary items                 (12,127)          1,168
          Net income (loss)                     (12,370)            937

     These pro forma results have been prepared for comparative purposes only
     and include pro forma adjustments for conformed depreciation lives and
     salvage values and certain other adjustments including adjustment of the
     effective tax rate to the expected rate of AmeriTruck. They are not
     necessarily indicative of the results of operations that might have
     occurred had the acquisitions actually taken place on January 1, 1996 or of
     future results of operations of the consolidated entities.

     Pro forma operating income during 1997 decreased partially as a result of
     the restructuring charge of $7.2 million taken during the second quarter of
     1997 in connection with these acquisitions and the reorganization of the
     acquired refrigerated carrier group.

                                       32
<PAGE>

                AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     Management believes that the freight networks of the refrigerated carriers,
     independently operated, did not have the critical mass necessary to compete
     efficiently in the changed refrigerated markets. To address this issue, the
     Company is integrating these operations into one network. The traffic lanes
     awarded by ConAgra subsidiaries in the Transportation Services Agreement,
     representing approximately $27 million of additional annual revenue in
     excess of the amount provided to Monfort and Lynn by ConAgra historically,
     were selected because of their contribution to an efficient nationwide
     refrigerated freight network. Furthermore, ConAgra, which represents more
     than 50 percent of Monfort's revenue, is contractually committed to restore
     business volume and rates paid Monfort to the approximate levels that
     existed during the first half of 1996.

     During the third and fourth quarters of 1997, the Company and ConAgra have
     been coordinating efforts to bring the Transportation Services Agreement to
     the contractually committed volumes and prices. However, these volumes have
     not yet been attained. Management believes that the most complex issues
     surrounding a business relationship of this magnitude, in excess of $50
     million per year in total revenue, will be addressed by the end of the
     first quarter of 1998. This process, in addition to the ongoing
     reorganization of the refrigerated group, has caused the Company to fall
     short of its original cash flow plan for the second half of 1997. During
     the fourth quarter, the Company and ConAgra agreed to extend the term of
     the Transportation Services Agreement for an additional six months to
     December 2001 and to identify final traffic lanes and pricing to be subject
     to the Transportation Services Agreement. As part of the amendments, the
     Company agreed it would not receive any take-or-pay revenues for 1997.

     In addition, Tran-Star's operating income declined by $2.5 million as it
     experienced deteriorating operating results. Included in operating expenses
     for the first half of 1997 were merger related expenses of approximately
     $700,000 and increased maintenance expense of approximately $500,000
     related to deferral of its normal tractor replacement cycle. The Company
     has been taking delivery of tractors to replace half of Tran-Star's fleet.

     During the third quarter of 1996, AmeriTruck purchased all of the
     outstanding stock of KTL for a purchase price of $8.1 million in cash and
     225,000 shares of Class A common stock of AmeriTruck valued at $900,000.
     KTL is a trucking company founded in 1983 which specializes in the
     truckload transportation of refrigerated commodities and less-than-
     truckload shipments requiring expedited, timed-delivery services. The KTL
     acquisition was accounted for using the purchase method of accounting.
     Accordingly, the purchase price was allocated to the assets acquired and
     liabilities assumed based on their estimated fair values at the date of
     acquisition. The total purchase price including cash, common stock,
     miscellaneous acquisition costs and liabilities assumed was $21.9 million.
     The excess of the purchase price over the fair values of the net assets
     acquired has been recorded as goodwill.

     In February 1996, the Company, through CMS Transportation Services, Inc.,
     purchased certain assets of Freymiller Trucking Inc. ("Freymiller") in
     order to supplement its existing temperature-controlled trucking business.
     Freymiller had been the subject of a Chapter 11 bankruptcy proceeding in
     Oklahoma. CMS purchased certain specific automobiles, computer hardware and
     software, furniture and fixtures, rights to the trade name "Freymiller",
     existing spare parts, tires and fuel, rights under certain leases, certain
     leasehold improvements and shop equipment and installment sales contracts
     relating to tractors and trailers sold by Freymiller out of the ordinary
     course of business (with all of the foregoing referred to as the
     "Freymiller Assets"). The Company also negotiated with Freymiller's lenders
     and lessors to purchase approximately 185 tractors and 309 trailers,
     previously operated by Freymiller, for approximately $14 million. An
     additional 80 trailers were leased for a seven-year period. In exchange for
     the Freymiller Assets, the Company paid approximately $2.7 million in cash
     at closing and assumed approximately $2 million in existing equipment
     financing. In addition, the Company assumed a lease for Freymiller's
     maintenance facility in Oklahoma City and certain routine executory
     business contracts. Except as provided above, the Company did not assume
     any obligations or liabilities of Freymiller.

     In connection with these transactions, the Company purchased real property
     in Oklahoma City, Oklahoma from Freymiller's Chairman of the Board,
     President and Chief Executive Officer for approximately $1.5 million in
     cash.

     As discussed in Note 1, AmeriTruck was formed in August 1995 to effect the
     combination of six regional trucking lines in November 1995: W&L, TBI,
     Bangerter, CMS Transportation Services, Inc., Scales and CBS Express, Inc.
     AmeriTruck acquired all of the outstanding common stock of these companies,
     except Bangerter, in exchange for

                                       33
<PAGE>

                AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     shares of AmeriTruck's common stock and the payment of $35.0 million in
     cash of which $17.4 million is reflected as a dividend to the Controlling
     Stockholders for accounting purposes. All of the outstanding common stock
     of Bangerter was acquired for a cash purchase price of $1.0 million. The
     acquisitions of Bangerter, CMS Transportation Services, Inc., Scales and
     CBS Express, Inc. were accounted for by the purchase method. The excess of
     the purchase price over the fair values of the net assets acquired has been
     recorded as goodwill.

     The cash portion of the 1995 acquisitions was funded with a portion of the
     proceeds from the private placement of the Subordinated Notes in November
     1995. The Subordinated Notes were exchanged for publicly registered
     Subordinated Notes in February 1996. The Subordinated Notes were issued
     pursuant to the Indenture. The initial offering of the Subordinated Notes
     in November 1995 is sometimes referred to as the "Initial Offering." The
     Company funded the cash payments for the purchase of the Freymiller Assets
     and the KTL acquisition primarily from borrowings under the NationsBank and
     Volvo credit facilities. See footnote "8. Long-term Debt and Related
     Agreements."

     In addition, in May 1995, W&L acquired Dietz Motor Lines, Inc., for $2.0
     million in cash, which includes payment for non-complete agreements of
     $400,000 as well as an amount for certain eligible accounts receivable.
     This acquisition has been accounted for using the purchase method of
     accounting. Accordingly, the purchase price was allocated to the assets
     acquired and the liabilities assumed based on their estimated fair values
     at the date of acquisition. The results of operations of the acquired
     company are included in the financial statements from the date of
     acquisition.


3.   RESTRUCTURING CHARGE

     With the addition of Tran-Star, Monfort and Lynn to the AmeriTruck
     organization, the Company is currently organized into four operating groups
     to better serve its customers. The AmeriTruck Refrigerated Carrier Group
     was formed to offer regional and nationwide, truckload refrigerated
     service. This new company combined the resources of ART, Bangerter, Tran-
     Star, Monfort, Lynn and the refrigerated operations of TBI. The AmeriTruck
     Specialized Carrier Group was formed to service customers with unique needs
     in transportation and distribution. This group includes W&L, the largest
     interstate hauler of new furniture in the U.S., CMS, serving the medical
     distribution industry, Scales, offering regional just-in-time dry van
     service, and AmeriTruck Logistics Services, Inc. ("ALS," formed in January
     1997 to broker freight). The AmeriTruck Regional LTL Group offers less-
     than-truckload, refrigerated and non-refrigerated service. The lead carrier
     in this group is KTL, offering service to and from the Florida market. The
     LTL operations of Lynn Transportation in Nevada and Southern California
     were recently integrated into the Group. TBI now focuses on mail
     transportation and regional specialized services and comprises the
     AmeriTruck Mail Services Group. TBI operates under 17 contracts with the
     U.S. Postal Service. Most of these contracts were initially awarded in the
     1970's and 1980's.

     In connection with the above reorganization and to eliminate the duplicate
     facility and employee costs related to the recently acquired entities, the
     Company announced a plan in the second quarter of 1997 to restructure its
     refrigerated carrier group. The Company recorded $7.2 million in
     restructuring costs, which included $2.3 million for employee termination
     costs, $4.2 million for duplicate facility costs, including the impairment
     of certain long-lived assets, and $650,000 of other costs. In addition, the
     Company transferred $6.7 million of property and equipment to assets held
     for sale. As of December 31, 1997, the Company has liabilities of $433,000
     related to the restructuring charge.

                                       34

<PAGE>

                AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.   OTHER INCOME, NET

     Other income consists of the following for the years ended December 31 (in
     thousands):

                                                   1997     1996     1995
                                                   ----     ----     ----

          Interest income                          $237     $435     $359
          Miscellaneous, net                         42       15       63
                                                   ----     ----     ----
                                                   $279     $450     $422
                                                   ====     ====     ====


5.   INCOME TAXES

      Income tax expense excluding the extraordinary items, was as follows for
      the years ended December 31 (in thousands):

                                                   1997     1996     1995
                                                   ----     ----     ----

          Current:
           Federal                              $  (207)    $  -   $1,301
           State                                      -       49      121
                                                -------     ----   ------
                                                   (207)      49    1,422
                                                -------     ----   ------
          Deferred:
           Federal                               (6,010)     305      706
           State                                   (401)     (14)     368
                                                -------     ----   ------
                                                 (6,411)     291    1,074
                                                -------     ----   ------
              Total                             $(6,618)    $340   $2,496
                                                =======     ====   ======


  A reconciliation of the federal statutory income tax rate to the effective
  income tax rate, excluding the extraordinary items, was as follows for the
  years ended December 31:

                                                   1997     1996     1995
                                                   ----     ----     ----

Federal statutory income tax rate (benefit)       (34.0)%  (34.0)%   34.0%
State income taxes, net of federal tax benefit     (2.4)     1.7      5.6
Nondeductible expenses                              4.9     61.5      5.0
Nontaxable income                                   -      (11.4)     -
Other, net                                         (6.8)     0.2     (0.6)
                                                  -----   ------     ----
   Effective tax rate                             (38.3)%   18.0%    44.0%
                                                  =====   ======     ====

                                       35
<PAGE>

                AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     The components of deferred tax assets and liabilities at December 31 were
     as follows (in thousands):

                                                        1997          1996
                                                        ----          ----
          Deferred tax liabilities:
           Depreciation and amortization              $(17,458)    $(13,249)
           Prepaid items and other                      (1,057)        (821)
                                                      --------     --------
             Total deferred tax liabilities            (18,515)     (14,070)
                                                      --------     --------

          Deferred tax assets:
           Accrued expenses and reserves                 4,214        1,786
           Net operating losses and tax credits         13,608        5,180
                                                      --------     --------
             Total deferred tax assets                  17,822        6,966
                                                      --------     --------

             Net deferred tax liability               $   (693)    $ (7,104)
                                                      ========     ========

          Current deferred income tax asset              3,717     $  1,467
          Noncurrent deferred income tax liability      (4,410)      (8,571)
                                                      --------     --------
             Net deferred tax liability               $   (693)    $ (7,104)
                                                      ========     ========


     The Company has available at December 31, 1997, an alternative minimum tax
     (AMT) credit carryforward of $380,000 to offset future regular tax
     liabilities. The AMT credit carryforward has no expiration date. The
     benefit of the tax credits is recognized in continuing operations for
     accounting purposes. The Company also has available federal net operating
     losses of approximately $34.9 million. The federal net operating loss
     carryover will expire between 2011 and 2013.

     The Company has available at December 31, 1997, unused Bangerter
     preacquisition operating loss carryforwards of approximately $1.1 million
     which expire between 2006 and 2011. These preacquisition carryforwards may
     be used only to offset future taxable income, if any, of Bangerter and may
     not be used to offset future taxable income of any other member of the
     group with which the Company files a consolidated return. The amount of
     preacquisition tax loss carryforwards available to offset future taxable
     income will be subject to limitation, due to the ownership change, under
     Internal Revenue Code Section 382. The Company will be required to pay tax
     in any year in which Bangerter's taxable income exceeds the ownership
     change limitation, notwithstanding the existence of tax loss carryforwards.
     The amount of the preacquisition carryforwards which may be applied in any
     one year is limited by the Internal Revenue Code to the lesser of
     Bangerter's taxable income or approximately $70,000.


6.   ACCOUNTS RECEIVABLE

     AmeriTruck maintains an allowance for doubtful accounts based upon the
     expected collectibility of all accounts receivable. Allowances for doubtful
     accounts of $1,295,000 and $560,000 were recorded at December 31, 1997 and
     1996, respectively. Driver advances and employee receivables of $1,785,000
     and $1,575,000 were included in accounts receivable at December 31, 1997
     and 1996, respectively.

                                       36
<PAGE>

                AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



7.   PROPERTY AND EQUIPMENT

     Property and equipment at December 31 was as follows (in thousands):

                                                       1997         1996
                                                       ----         ----

        Revenue equipment                            $140,774     $119,076
        Structures                                      5,745        5,537
        Service  equipment and other                    1,894        1,721
        Office furniture and equipment                  5,769        3,672
        Land                                            1,102        1,007
        Leasehold improvements                            832          857
                                                     --------     --------
               Total property and equipment           156,116      131,870
        Accumulated depreciation and amortization     (38,342)     (28,069)
                                                     --------     --------
               Net property and equipment            $117,774     $103,801
                                                     ========     ========

     Property and equipment includes gross assets acquired under capital leases
     of $16,351,000 and $5,560,000 at December 31, 1997 and 1996, respectively.
     Related amounts included in accumulated depreciation and amortization were
     $2,653,000 and $2,214,000 at December 31, 1997 and 1996.

     During 1995, the Company changed its estimate of the useful lives and
     salvage values of certain revenue equipment. This change had the effect of
     increasing operating income by approximately $360,000 for the year ended
     December 31, 1995. These changes in estimates were made to more accurately
     reflect future service lives and salvage values of the equipment.


8.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     Accounts payable and accrued expenses consisted of the following at
     December 31 (in thousands):

                                                      1997         1996
                                                      ----         ----

        Accounts Payable - trade                    $16,767      $ 5,840
        Payroll and owner operator pay                5,687        2,630
        Accrued interest                              2,023        1,786
        Taxes other than income taxes                 1,733          954
        Other                                         5,525        2,347
                                                    -------      -------
               Total                                $31,735      $13,557
                                                    =======      =======

                                       37
<PAGE>

                AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.   LONG-TERM DEBT AND RELATED AGREEMENTS

     Long-term debt consists of the following at December 31 (in thousands):

                                                      1997            1996
                                                      ----            ----
     Senior Subordinated Notes due 2005 with
      an interest rate of 12.25% (net of
      unamortized discount of $1,106 and
      $1,247 respectively)                         $ 98,894        $ 98,753

     Obligations collateralized by equipment
      maturing through 2002 with interest
      rates ranging from 7.25% to 11.51%             43,688          34,539

     Capital lease obligations collateralized
      by equipment maturing through 2004 with
      interest rates ranging from 5.86% to 11.33%    14,286           2,473

     Obligation collateralized by real property
      maturing 2000 with interest rates ranging
      from 8.0% to 10.0%                              1,537               -

     Obligations maturing through 2005 with
      interest rates ranging from 10.0% to 14.0%      2,180             680

     Borrowings outstanding on the FINOVA
      revolving line of credit, average weighted
      interest rate of 8.49% (variable)              56,281               -

     Borrowings outstanding on the NationsBank
      revolving line of credit, average weighted
      interest rate of 7.43% (variable)                   -          23,517

     Borrowings outstanding on the Volvo revolving
      line of credit, average weighted interest
      rate of 8.44% and 8.25% respectively
      (variable)                                      9,364           9,364
                                                   --------        --------

                                                    226,230         169,326

      Less current portion                           22,534          11,988
                                                   --------        --------
      Total long-term portion of debt              $203,696        $157,338
                                                   ========        ========

     Aggregate long-term debt (including current portion), maturing during the
     next five years and thereafter is as follows (in thousands):

          1998              $ 22,534
          1999                25,513
          2000                74,942
          2001                 6,332
          2002                    46
          Thereafter          96,863
                            --------
                            $226,230
                            ========

     Subordinated Notes

     In November 1995, AmeriTruck completed a private placement of $100 million
     of 12 1/4% Senior Subordinated Notes due 2005 (the "Series A Notes"). The
     Series A Notes were exchanged for publicly registered 12 1/4% Senior
     Subordinated Notes due 2005, Series B (the "Subordinated Notes") in
     February 1996.

     The Subordinated Notes mature on November 15, 2005 and are unsecured
     subordinated obligations of the Company. These notes bear interest at the
     rate of 12.25 percent per annum from November 15, 1995, payable
     semiannually on May 15 and November 15 of each year, commencing on May 15,
     1996. The Subordinated Notes are subject to optional redemption on the
     terms set forth in the Indenture. As of December 31, 1996, the Company had
     applied the net proceeds of the Series A Notes primarily to finance the
     1995 acquisitions (See footnote "2. Acquisitions") and prepay debt and
     capitalized leases. The early retirement of debt resulted in an
     extraordinary loss for December 31, 1996 of $230,000, net of taxes of
     $154,000.

                                       38
<PAGE>

                AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     FINOVA Credit Facility

     In May 1997, the Company and its subsidiaries entered into a Loan and
     Security Agreement and related documents (collectively, the "FINOVA Credit
     Facility") with FINOVA Capital Corporation ("FINOVA") pursuant to which
     FINOVA has agreed to provide a $60 million credit facility to the Company.
     The initial borrowings under the FINOVA Credit Facility were used to
     refinance the Company's prior credit facility with NationsBank of Texas,
     N.A. Additional borrowings under the FINOVA Credit Facility can be used for
     acquisitions, capital expenditures, letters of credit, working capital and
     general corporate purposes. Pursuant to the FINOVA Credit Facility, FINOVA
     has agreed to provide a $60 million revolving credit facility, with a $10
     million sublimit for the issuance of letters of credit, maturing on May 5,
     2000 (subject to additional one year renewal periods at the discretion of
     FINOVA). The FINOVA Credit Facility is also subject to a borrowing base
     consisting of eligible receivables and eligible revenue equipment.

     As of December 31, 1997, the Company's borrowing base supported borrowings
     of approximately $63.7 million. Revolving credit loans under the FINOVA
     Credit Facility bear interest at a per annum rate equal to either the prime
     rate plus a margin equal to 0.75 percent or the rate of interest offered in
     the London interbank market plus a margin equal to 2.75 percent. The
     Company also pays a monthly unused facility fee and a monthly collateral
     monitoring fee in connection with the FINOVA Credit Facility. Revolving
     credit loans under the FINOVA Credit Facility were $56.3 million at
     December 31, 1997 and were primarily used for refinancing borrowings under
     the Company's prior facility with NationsBank of Texas, N.A. and to fund
     the 1997 acquisitions. There were also $4.6 million in letters of credit
     outstanding at December 31, 1997, leaving $2.8 million available for
     borrowings.

     In November 1997 the Company amended the FINOVA Credit Facility to increase
     both the total amount of the FINOVA Credit Facility to $64 million and the
     borrowing base availability thereunder (the "Temporary Overadvances"), in
     each case for a period not to exceed 120 days. The amendment to the FINOVA
     Credit Facility provides for the payment of a $180,000 fee in connection
     with the Temporary Overadvances as well as an additional $180,000 fee in
     the event that the Temporary Overadvances are not terminated within 60
     days. The Temporary Overadvances bore interest at 11% per annum for the
     first 60 days, and thereafter, until the Temporary Overadvances are
     terminated all outstanding borrowings under the FINOVA Credit Facility will
     bear interest at 1% over the rate otherwise applicable to such advances. In
     connection with this amendment to the FINOVA Credit Facility, the Company
     also issued $1 million in Subordinated Notes (the "1997 Notes") to certain
     existing stockholders. The 1997 Notes bear interest at a rate of 14% per
     annum and originally matured on April 1, 1998. The 1997 Notes may be
     converted in connection with a private equity placement providing gross
     proceeds to the Company of at least $10 million (the "Qualified Private
     Placement") on the same terms as those offered to other investors in the
     Qualified Private Placement. In connection with the 1997 Notes, the Company
     issued to the purchasers of the 1997 Notes warrants to a number of shares
     of the Company's common stock equal to the aggregate outstanding principal
     and interest on the 1997 Notes at the time of exercise divided by 2 (the
     "1997 Warrants"). The 1997 Warrants become exerciseable in the event a
     Qualified Private Placement does not occur prior to April 1, 1998, and the
     exercise price would be paid by surrender of the applicable investor's 1997
     Note. The Company has also agreed that, in the event a Qualified Private
     Placement has not occurred by March 31, 1998, the Company will pay an
     affiliate of BancBoston Ventures Inc., a stockholder of the Company, a
     management fee in the annual amount of $100,000. The Company used the
     availability from the Temporary Overadvances and the proceeds from the 1997
     Notes to pay interest due in November 1997 on the Subordinated Notes and
     for general corporate purposes.

     In March 1998, the Company further amended the FINOVA Credit Facility to
     extend the period during which the Temporary Overadvances are available to
     the Company through May 15, 1998 (or, if earlier, the date of any Qualified
     Private Placement or the date of any sale of the stock or substantially all
     of the assets of TBI, yielding gross cash proceeds of at least $10 million)
     and to increase the total amount of the FINOVA Credit Facility to $68.5
     million solely during the period during which the Temporary Overadvances
     may be drawn. The March 1998 amendment provides for the payment of an
     additional $280,000 fee to FINOVA. The Company does not expect a Qualified
     Private Placement to occur by April 1, 1998. However, the maturity of the
     1997 Notes has been extended to June 1, 1998.

     The Company's obligations under the FINOVA Credit Facility are
     collateralized by substantially all of the unencumbered assets of the
     Company and its subsidiaries and are guaranteed in full by each of the
     Operating Companies. For purposes of the Indenture, the borrowings under
     the FINOVA Credit Facility constitute Senior Indebtedness of the Company
     and Guarantor Senior Indebtedness of the Operating Companies.

     The FINOVA Credit Facility contains customary representations and
     warranties and events of default and requires compliance with a number of
     affirmative, negative and financial covenants, including a limitation on
     the incurrence of indebtedness and a requirement that the Company maintain
     a specified Current Ratio, Net Worth, Debt Service

                                       39
<PAGE>

                AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     Coverage Ratio and Operating Ratio. Certain of these covenants were not met
     at December 31, 1997 and were unconditionally waived by FINOVA. The FINOVA
     Credit Facility also contains a subjective acceleration clause for material
     adverse change. Management believes there has been no such material adverse
     changes.


     Volvo Credit Facilities

     In February 1996, the Company and the Operating Companies entered into a
     Loan and Security Agreement, a Financing Integration Agreement and related
     documents (collectively, the "Volvo Credit Facilities") with Volvo Truck
     Finance North America, Inc. ("Volvo") pursuant to which Volvo has
     committed, subject to the terms and conditions of the Volvo Credit
     Facilities, to provide (i) a $10 million line of credit facility (the
     "Volvo Line of Credit") to the Company and the Operating Companies, and
     (ii) up to $28 million in purchase money or lease financing (the "Equipment
     Financing Facility") in connection with the Operating Companies'
     acquisition of new tractors and trailers manufactured by Volvo GM Heavy
     Truck Corporation. Borrowings under the Volvo Line of Credit are secured by
     certain specified tractors and trailers of the Company and the Operating
     Companies (which must have a value equal to at least 1.75 times the
     outstanding amount of borrowings under the Volvo Line of Credit) and are
     guaranteed in full by each of the Operating Companies. As of December 31,
     1997, the Operating Companies have pledged collateral which provides for a
     $9.4 million line of credit. Borrowings under the Volvo Line of Credit bear
     interest at the prime rate. The Volvo Line of Credit contains customary
     representations and warranties and events of default and requires
     compliance with a number of affirmative and negative covenants, including a
     profitability requirement and a coverage ratio. Certain of these covenants
     were not met at December 31, 1997 and were unconditionally waived by Volvo.

     The Equipment Financing Facility was provided by Volvo in connection with
     the Operating Companies' agreement to purchase 400 new trucks manufactured
     by Volvo GM Heavy Truck Corporation. The borrowings under the Equipment
     Financing Facility are collateralized by the specific trucks being financed
     and are guaranteed in full by each of the Operating Companies. Borrowings
     under this facility bear interest at the prime rate. Financing for an
     additional 150 new trucks for approximately $11.3 million was committed
     during 1997, all of which will be obtained through operating leases.

     At December 31, 1997, borrowings outstanding under the Volvo Line of Credit
     were $9.4. The outstanding debt balance under the Equipment Financing
     Facility was $2.8 million at December 31, 1997; however, the remaining
     financing under this facility was obtained through operating leases.

     The Equipment Financing Facility contains customary representations and
     warranties, covenants and events of default. For purposes of the Indenture,
     the borrowings under the Volvo Credit Facilities constitute Senior
     Indebtedness of the Company and Guarantor Senior Indebtedness of the
     Operating Companies.


     NationsBank Credit Facility

     In February 1996, the Company and its subsidiaries entered into a Loan
     Agreement and related documents (collectively, the "NationsBank Credit
     Facility") with NationsBank of Texas, N.A. ("NationsBank") pursuant to
     which NationsBank provided a $30 million credit facility to the Company.
     Borrowings under the NationsBank Credit Facility were used for
     acquisitions, operating capital, capital expenditures, letters of credit
     and general corporate purposes. The Company's obligations under the
     NationsBank Credit Facility were collateralized by substantially all
     personal property of the Company and its subsidiaries and are guaranteed in
     full by each of the Operating Companies. For purposes of the Indenture,
     such borrowings under the NationsBank Credit Facility constitute Senior
     Indebtedness of the Company and Guarantor Senior Indebtedness of the
     Operating Companies. In May 1997, this facility was replaced by borrowings
     from the FINOVA Credit Facility.

                                       40
<PAGE>

                 AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


10.  FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying amounts of cash and cash equivalents, accounts receivable,
     accounts payable and accrued liabilities reflected in the consolidated
     financial statements approximates fair value due to the short-term maturity
     of these instruments.

     The fair value of the Company's long-term debt of $227,305,000 and
     $170,609,000 at December 31, 1997, and 1996, respectively was calculated by
     discounting future cash flows using an estimated fair market value interest
     rate. The interest rate used for the Subordinated Notes was the quoted
     market price at the respective year-end. The rate for all other debt was
     estimated based on the Company's current borrowing rates for similar types
     of borrowing arrangements at the end of 1997.

11.  COMMITMENTS AND CONTINGENCIES

     Self-Insurance

     The Company is primarily self-insured for all collision damages to revenue
     equipment. In addition, the Company is self-insured for liability coverage
     up to its deductible amounts, which vary among the Operating Companies.
     Furthermore, the Operating Companies act as self-insurers for workers'
     compensation in several states in which the deductible is as high as
     $350,000.

     Leases

     The Company leases various equipment and buildings under capital and
     noncancelable operating leases with an initial term in excess of one year.
     As of December 31, 1997, future minimum rental payments required under
     these capital and operating leases are summarized as follows (in
     thousands):

<TABLE>
<CAPTION>
                                                                 Capital         Operating
                                                                  Leases            Leases
                                                                 -------         ---------
             <S>                                             <C>               <C>
                 1998                                            $ 8,489           $ 9,544
                 1999                                              2,770             8,587
                 2000                                              2,435             8,262
                 2001                                              2,130             5,068
                 2002                                                174             1,239
                 Thereafter                                          114               609
                                                                 -------           -------
                 Total                                            16,112           $33,309
                                                                                   =======
                 Less amount representing interest                (1,826)
                                                                 -------
                 Present value of minimum lease
                  payments                                       $14,286
                                                                 =======
</TABLE>

     Rental expense for operating leases was $10,286,000, $4,975,000 and
     $1,718,000 for the years ended December 31, 1997, 1996 and 1995. The
     Company received sublease income during 1997 of approximately $700,000.
     Future minimum sublease rentals under noncancelable subleases will
     approximate $1,500,000 for 1998 and $500,000 for 1999.

     The Company also leases revenue equipment from owner operators and leasing
     companies under various short-term cancelable operating leases. Rental
     payments are based on per mile charges or on a percent of revenue generated
     through the use of the equipment.

     Letters of Credit

     As of December 31, 1997 and 1996, respectively, the Company had various
     outstanding letters of credit totaling $4,592,000 and $4,066,000. These
     letters of credit were mainly issued to insurance companies in conjunction
     with coverage obtained.

                                       41
<PAGE>

                 AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     Environmental Matters

     Under the requirements of the Federal Comprehensive Environmental Response,
     Compensation and Liability Act of 1980 and certain other laws, the Company
     is potentially liable for the cost of clean-up of various contaminated
     sites identified by the U.S. Environmental Protection Agency ("EPA") and
     other agencies. The Company cannot predict with any certainty that it will
     not in the future incur liability with respect to environmental compliance
     or liability associated with the contamination of sites owned or operated
     by the Company and its subsidiaries, sites formerly owned or operated by
     the Company and its subsidiaries (including contamination caused by prior
     owners and operators of such sites), or off-site disposal of hazardous
     material or waste that could have a material adverse effect on the
     Company's consolidated financial condition, operations or liquidity.

     Other

     The Company is a defendant in legal proceedings considered to be in the
     normal course of business, none of which, singularly or collectively, are
     considered to be material by management of the Company.


12.  REDEEMABLE PREFERRED AND COMMON STOCK

     AmeriTruck is authorized to issue 20,000 shares of Preferred Stock, par
     value $1.00 per share (the "Preferred Stock"), 12,000,000 shares of Class A
     Common Stock, $.01 par value, 12,000,000 shares of Class B Common Stock,
     $.01 par value and 1,775,000 shares of Class C Common Stock, $.01 par
     value. Preferred Stock may be issued at the discretion of the Board of
     Directors of the Company with such designations, rights and preferences as
     the Board of Directors may in its discretion determine. Upon issuance, the
     Preferred Stock may include, among other things, extraordinary dividend,
     redemption, conversion, voting or other rights which may adversely effect
     the holders of the Common Stock. At December 31, 1997 the Company had 3,000
     shares of Series A Redeemable Preferred Stock (described below), 2,835,461
     shares of Class A Common Stock and 1,394,814 shares of Class C Common Stock
     outstanding. The holders of Class A Common Stock have one vote per share.
     The holders of Class B Common Stock do not have any right to vote except as
     may be provided pursuant to the Delaware General Corporation Law. The
     holders of Class C Common Stock have one vote per share and normally vote
     together with the holders of the Class A Common Stock as a single class. In
     addition, the holders of Class C Common Stock have additional voting rights
     under certain circumstances.

     In conjunction with the 1997 acquisitions of Monfort, Lynn and Tran-Star,
     the Company issued 3,000 shares of Series A Redeemable Preferred Stock and
     727,272 shares of Common Stock with warrants to certain existing
     stockholders, directors and executive officers of the Company. The
     Preferred Stock was issued at a $1,000 per share for a total purchase price
     of $3.0 million. Dividends on each share of the Preferred Stock accrue
     cumulatively on a daily basis at a rate of 5 percent per annum on the
     liquidation value thereof, provided that the rate will increase to 10% per
     annum upon the earlier of the date of a Disposition Event (as defined) and
     November 15, 1998. The dividends are payable in kind on the last day of
     each fiscal quarter. The Company will redeem all of the Series A Preferred
     Stock outstanding on December 31, 2005 at a liquidation value of $1,000 per
     share. The Common Stock, along with detached warrants for 1,500,000 shares
     of Common Stock, was issued for $2.75 per share ($.01 par value) for a
     total purchase price of $2.0 million. The detached warrants can be
     exercised any time prior to May 23, 2007 at $2.00 per share.

     In consideration for its advisory services in connection with the 1995
     acquisitions, upon consummation of the 1995 acquisitions the Company issued
     a warrant to BancBoston Ventures, Inc. exercisable after February 15, 1996
     but prior to February 15, 2003 for 375,000 shares of Common Stock at an
     exercise price of $4.00 per share (approximate fair value at date of
     issuance).

          One director of the Company and a former company President have issued
     separate promissory notes to TBI and W&L, in the original principal amount
     of $1.2 million in connection with the purchase of capital stock of TBI and
     W&L.

                                       42
<PAGE>

                 AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     This stock was subsequently converted into shares of the Company's common
     stock in connection with the 1995 acquisitions. Each of the promissory
     notes is secured by these shares and is payable in one installment which is
     due on October 10, 2005. Each of the promissory notes bear interest at the
     rate of 6.77 percent per annum, such interest being payable at maturity.


13.  STOCK OPTION PLAN

     In November 1995, the Company's Board of Directors and stockholders
     approved the Company's 1995 Stock Option Plan (the "1995 Plan"), which
     provides for the grant of incentive stock options and nonstatutory stock
     options to employees, and for the grant of nonstatutory stock options to
     consultants, of the Company and its subsidiary corporations. In May 1997
     the 1995 Plan was amended to increase the maximum number of shares. These
     stock options vest either ratably over a two year period or a four year
     period from date of grant. In addition, these options expire 10 years from
     date of grant or three months from an employee's termination date. A
     maximum of 3,271,881 shares of Class A Common Stock, $.01 par value,
     ("Common Stock") are currently reserved for issuance under the 1995 Plan,
     as amended. Approximately 858,879 shares were available for future grant at
     December 31, 1997. The exercise price per share may not be less than the
     fair market value of a share on the date the option is granted, and the
     maximum term of an option may not exceed 10 years.

     The Company applies Accounting Principles Board ("APB") Opinion 25 and
     related Interpretations in accounting for the 1995 Plan. In accordance with
     APB 25, the Company has not recognized any compensation cost for the stock
     options granted in 1997, 1996 and 1995. In 1995, the FASB issued FASB
     Statement No. 123 "Accounting for Stock-Based Compensation" ("SFAS 123")
     which, if fully adopted by the Company, would change the methods the
     Company applies in recognizing the cost of the 1995 Plan. Adoption of the
     cost recognition provisions of SFAS 123 is optional and the Company has
     decided not to elect these provisions of SFAS 123. Had the Company adopted
     the cost recognition provision of SFAS 123, the Company's pro forma net
     loss for 1997 and 1996 would have been $9,992 and $2,758, respectively and
     the net income for 1995 would have been $3,146.

     The fair value of each stock option granted is estimated on the date of
     grant using the "minimum value" option-pricing model with the following
     weighted-average assumptions:

                                      1997        1996        1995
                                      ----        ----        ----
     Expected term                     5           5            5
     Expected volatility              0.00%       0.00%       0.00%
     Expected dividend yield          0.00%       0.00%       0.00%
     Risk-free interest rate          6.49%       6.10%       5.70%

                                       43
<PAGE>

                 AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     A summary of the status of the Company's stock options as of December 31,
     1997 and the changes during the three-year period ended on that date is
     presented below:
<TABLE>
<CAPTION>
                                            1997                           1996                          1995
                                     ---------------------        ----------------------         ---------------------
                                                  Weighted                      Weighted                      Weighted
                                                   Average                       Average                       Average
                                                  Exercise                      Exercise                      Exercise
                                     Options        Prices         Options        Prices         Options        Prices
                                     -------      --------         -------      --------         -------      --------
<S>                                <C>               <C>           <C>             <C>           <C>          <C>
     Outstanding at
      beginning of year              811,808         $4.00         203,650         $4.00               -      $      -
       Granted                     1,829,000          4.10         745,000          4.00         203,650          4.00
       Forfeited                     300,750          4.00         136,842          4.00               -             -
       Expired                        29,750          4.00               -             -               -             -
                                   ---------         -----         -------         -----         -------         -----
     Outstanding at end
      of year                      2,310,308         $4.08         811,808         $4.00         203,650         $4.00
                                   =========         =====         =======         =====         =======         =====
     Exercisable at end
      of year                        742,858         $4.05         100,903         $4.00               -
     Weighted-average
      FV of options
      granted during the
      year                             $1.08                         $1.02                         $0.97
</TABLE>


     The options outstanding and exercisable as of December 31, 1997 are
summarized below:

<TABLE>
<CAPTION>
                          Options      Weighted Average                              Options
         Range of       Outstanding       Remaining         Weighted Average       Exercisable        Weighted Average
      Exercise Prices    At 12/31/97    Contr. Life         Exercise Price         At 12/31/97         Exercise Price

<S>                        <C>                     <C>               <C>               <C>                     <C>
     $3.10 to $8.00        2,296,308               9.02              $  4.00           740,058                 $  4.00
     $10.00 to $14.00          6,000               9.39                12.00             1,200                   12.00
     $16.00 to $22.00          8,000               9.39                19.00             1,600                   19.00
     ----------------      ---------               ----               ------             -----                  ------
     $3.10 to $22.00       2,310,308               9.02              $  4.08           742,858                 $  4.05
</TABLE>


14.  EMPLOYEE BENEFITS

     Certain of AmeriTruck's Operating Companies sponsored defined contribution
     401(k) retirement savings, pension or profit sharing plans. TBI's profit
     sharing plan covers nondriver employees. TBI also has defined contribution
     pension plans covering mail and nonmail drivers, which provide for hourly
     contributions for the first 40 hours of driving per week for nonmail
     drivers and hourly contributions for the first 40 hours of driving per mail
     route per week for mail drivers. CMS' retirement plan, Bangerter's profit
     sharing plan and W&L's retirement savings plan covered substantially all
     eligible employees meeting certain age and service requirements. The CBS
     profit sharing plan was terminated on June 30, 1996. Contributions to W&L's
     retirement savings plan, CMS' retirement plan and TBI's and Bangerter's
     profit sharing plans were at the discretion of the Board of Directors. For
     the employee benefit plans mentioned above, the Company's expense was
     $586,000, $926,000, and $903,000 for the years ended December 31, 1997,
     1996 and 1995, respectively.

     During the second quarter of 1997, the employee benefit plans were merged
     into the AmeriTruck Distribution Corp. retirement plan. This new plan
     covers all employees of AmeriTruck Distribution Corp. and its wholly-owned
     subsidiaries who meet certain eligibility requirements, with the exception
     of TBI's mail contract drivers. This profit sharing plan has a 401(k)
     feature with a discretionary company match.

                                       44
<PAGE>

                 AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


15.  Liquidity and Capital Resources

     The Company has signed a non-binding letter of intent with an investor
     group to sell TBI, an AmeriTruck subsidiary primarily involved in mail
     contract carriage. This letter of intent is subject to a number of
     conditions, including due diligence and approval by the AmeriTruck Board of
     Directors. In a separate transaction, the Company has signed an agreement
     to negotiate exclusively with two major financial institutions with respect
     to the proposed sale of $20 million of newly created preferred stock.
     Successful completion of these two transactions would provide AmeriTruck
     with in excess of $30 million of new capital before any related transaction
     costs. However, no assurances can be made that the parties will reach
     definitive agreements or that these transactions will be consummated.

     In connection with the Subordinated Notes described in Note 9, the
     Company has a mandatory $6.1 million interest payment due on May 15, 1998.
     In light of the Company's current projected earnings and cash flow,
     management believes the Company has the financial resources to maintain its
     current level of operations and make the May 15 payment. As such the
     accompanying consolidated financial statements have been prepared assuming
     the Company will continue as a going concern. However cash generated from
     operations alone will not be sufficient to pay the $6.1 million on May 15,
     1998, without proceeds from the sale of assets or sale of capital as
     described above, or an extension of the Temporary Overadvance as
     described in Note 9.

     Management believes that through a combination of the alternatives
     discussed above, the Company will have adequate financial resources to
     maintain operations and fund the May 15, 1998 payment.

                                       45
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Stockholders of
AmeriTruck Distribution Corp.

We have audited the consolidated balance sheets of AmeriTruck Distribution Corp.
as of December 31, 1997 and 1996, and the related consolidated statements of
operations, stockholders' equity and cash flows for the three years in the
period ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of AmeriTruck
Distribution Corp. as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1997 in conformity with generally accepted accounting principles.







/s/ COOPERS & LYBRAND L.L.P.



Fort Worth, Texas
March 31, 1998

                                       46
<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

          Not applicable.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                  (a)      Identification of Directors
                           ---------------------------

<TABLE>
<CAPTION>
                             NAME                        AGE            TERM OF OFFICE
                             ----                        ---            --------------

<S>                                                      <C>    <C>
                    Michael L. Lawrence (2)              53     Until Resigns or is Removed
                    Richard A. Beauchamp                 57     Until Resigns or is Removed
                    Kenneth H. Evans, Jr. (1)            45     Until Resigns or is Removed
                    William E. Greenwood(1)(2)           59     Until Resigns or is Removed
                    Michael J. Langevin (1)              51     Until Resigns or is Removed
                    J. Michael May                       53     Until Resigns or is Removed
                    William P. Scales                    56     Until Resigns or is Removed
</TABLE>

                  (1)      Member of Audit Committee
                  (2)      Member of Compensation Committee

                  Messrs. Lawrence and Greenwood have been directors since the
                  Company's inception on August 9, 1995. Messrs. Beauchamp,
                  Evans and Scales have been directors since November 15,
                  1995. Messrs. Langevin and May have been directors since
                  January 31, 1996, and hold office as the designees of
                  BancBoston Ventures, Inc. ("BBV").

                  Pursuant to a Stockholder Agreement (the "Stockholder
                  Agreement") entered into at the time the 1995 acquisitions
                  were consummated, the stockholders of the Company agreed that
                  it will have a Board of Directors comprised of nine members.
                  The stockholders have agreed to vote for the following persons
                  as Directors: (i) two individuals designated by BBV, so long
                  as BBV shall hold at least 10 percent of the outstanding
                  shares, and thereafter one individual designated by BBV, so
                  long as it holds any shares; (ii) initially Michael Lawrence,
                  so long as he is the Chairman, President and Chief Executive
                  Officer of the Company, and thereafter an individual
                  designated by the nominating committee referred to below;
                  (iii) initially, Messrs. Beauchamp and Scales and two former
                  executives of the Operating Companies, so long as each is an
                  executive officer of the Company or the Chairman, President
                  and Chief Executive Officer of any of the Operating Companies,
                  and thereafter individuals designated by the nominating
                  committee referred to below; (iv) initially William E.
                  Greenwood, and thereafter a person designated by the
                  nominating committee referred to below; and (v) initially
                  Kenneth H. Evans, Jr., and thereafter a person designated by
                  the nominating committee referred to below. One of the
                  directors designated by BBV and the Chairman and Chief
                  Executive Officer of the Company shall constitute a nominating
                  committee with the power to designate any replacement for the
                  Directors referred to in (ii) through (v) above.

                  Notwithstanding the foregoing, if a Control Event (as defined
                  in the Charter) has occurred and is continuing, the Board of
                  Directors shall be elected as provided below under "Charter
                  Provisions" and each Stockholder will agree to vote all shares
                  held by it in favor of any matters recommended for approval by
                  the stockholders of the Company by the Board of Directors
                  until such time as the Control Period (as defined in the
                  Charter) has terminated.

                  Charter Provisions

                  The Company's Certificate of Incorporation, as amended,
                  contains provisions described below.

                                       47
<PAGE>

     .    Classes of Stock. The Charter provides for three classes of Common
          Stock: 4,875,000 shares of Class A Common Stock, par value $.01 per
          share (the "Class A Common Stock"); 4,875,000 shares of Class B Common
          Stock, par value $.01 per share (the "Class B Common Stock"), and
          1,775,000 shares of Class C Common Stock par value $.01 per share (the
          "Class C Common Stock").

     The holders of Class A Common Stock have one vote per share. The holders of
     Class B Common Stock do not have any right to vote except as may be
     provided pursuant to the Delaware General Corporation Law. The holders of
     Class C Common Stock have one vote per share and normally vote together
     with the holders of the Class A Common Stock as a single class. In
     addition, the holders of Class C Common Stock have the additional voting
     rights described below.

     .    Board Designation Rights. At any time while a Control Event (as
          defined below) has occurred and is continuing, the holders of not less
          than 51 percent of the Company's then outstanding Class C Common Stock
          are entitled to deliver a notice to the Company. Upon delivery of such
          a notice, the holders of Class C Common Stock will be entitled to
          1,000 votes per share and will continue to vote together with the
          holders of the Company's Class A Common Stock as a single class on all
          matters other than the election or removal of directors. In addition,
          the holders of Class C Common Stock, voting together as a separate
          class, shall be entitled to elect the smallest number of directors to
          the Board of Directors of the Company that shall constitute a majority
          of the authorized number of directors on such Board of Directors. In
          such event, the holders of the Class A Common Stock shall be entitled
          to elect the remaining directors. BBV owns all of the outstanding
          Class C Common Stock.

     A "Control Event", as defined in the Charter, means (a) the Company shall
     have failed to make any required payment of principal or interest when due
     pursuant to the terms of any agreement evidencing Senior Indebtedness (as
     defined in the Indenture) or pursuant to the terms of the Indenture, and
     such failure to pay shall have continued without being cured, waived or
     consented to, beyond the period of grace, if any, specified in such
     agreement or the Indenture, as applicable, (b) there shall have occurred
     any of certain events of default under any agreement evidencing Senior
     Indebtedness which event of default shall have continued uncured for three
     out of four consecutive fiscal quarters, (c) the Company shall have failed
     to complete a Qualified Public Offering (as described in the Stockholder
     Agreement, dated as of November 15, 1995, a copy of which has been filed as
     an exhibit to this Annual Report on Form 10-K) on or prior to the third
     anniversary of the completion of the 1995 acquisitions, or (d) there shall
     exist a default or breach of any covenant, agreement or provision contained
     in Section 6 of the Stockholder Agreement dated as of November 15, 1995, a
     copy of which has been filed as an exhibit to this Annual Report on Form
     10-K.

     In May 1997 the Company further amended the Charter to authorize the
     issuance of 20,000 shares of Preferred Stock ($1 par value per share),
     12,000,000 shares of Class A Common Stock, 12,000,000 shares of Class B
     Common Stock, and 1,175,000 shares of Class C Common Stock.

(b)  Identification of Executive Officers
     ------------------------------------

     Executive officers of the Company are appointed by the Board of Directors
     on an annual basis and serve until their successors have been duly elected
     and qualified. There are no family relationships among any of the executive
     officers and directors of the Company.

<TABLE>
<CAPTION>
               NAME               AGE             POSITION
               ----               ---             --------

     <S>                           <C>    <C>
      Michael L. Lawrence          53     Chairman, President and Chief Executive Officer
      Richard A. Beauchamp         57     President, Specialized Group
      Ronald N. Damico             56     President, Regional LTL Group
      Kenneth H. Evans, Jr.        45     Chief Financial and Accounting Officer
      Michael L. Langevin          50     Vice Chairman
      J. Michael May               53     General Counsel and Secretary
      Michael Noel                 59     Corporate Vice President - Sales
      Joseph M. Samford            50     Executive Vice President - Equipment and Maintenance
      Daniel L. Van Alstine        39     Executive Vice President - Sales and Marketing
      Terry A. Wallace             34     President, Refrigerated Group
</TABLE>

                                       48
<PAGE>

     Richard A. Beauchamp has been the President of the Specialized Group since
     1997. He was Chief Executive Officer of CMS Transportation Services, Inc.
     from 1988 to 1996. He has been the President of Transportation Management
     Services, Inc. since 1990, the President of I.L.C. Leasing, Inc. from 1988
     until 1994, and the President of Carolina Transportation Company from 1992
     until June of 1995. He has also been a director of Crown Anderson, Inc., a
     pollution control company, since 1974. Mr. Beauchamp was previously
     President and Chief Executive Officer of Refrigerated Transportation
     Company, Inc., and has 31 years experience in the trucking industry.

     Ronald N. Damico served as President of the Regional LTL Group since June
     1997 and has been President of KTL, Inc. since 1980. He has more than 20
     years of experience in the transportation industry.

     Kenneth H. Evans, Jr. has been a Director and Chief Financial and
     Accounting Officer of the Company since November 1995. He was National
     Co-Chairperson, Transportation Industry Services of Coopers & Lybrand
     L.L.P. from 1993 until 1995. He was a Business Assurance Partner of Coopers
     & Lybrand L.L.P. from 1985 until 1995 and has served transportation clients
     for 12 years.

     William E. Greenwood has been President of Zephyr Group since 1994. From
     1990 until 1994, Mr. Greenwood was the Chief Operating Officer of
     Burlington Northern Railroad Company. He was the Executive Vice President
     of marketing from 1986 to 1990. Mr. Greenwood is a director of Mark VII, an
     intermodal, third party, truck brokerage and logistics company, and has
     served in such position since 1994. He is also a director of Transport
     Dynamics, Inc., a privately held logistics software development and service
     company, and a director of Box Energy Corporation, a publicly held,
     independent exploration and production company primarily engaged in the
     exploration for, and the development and production of oil and natural gas.

     Michael L. Lawrence has been a Director and the Chairman of the Board of
     Directors of TBI since July 1990 and of W&L since August 1994. Mr. Lawrence
     was a Director and Chief Executive Officer of TRISM, Inc., a trucking
     company specializing in carrying heavy machinery and equipment, explosives
     and radioactive materials, from January 1990 to March 1995. Mr. Lawrence
     was the President, Chief Executive Officer and principal owner of Lucas
     Trucking and Leasing from August 1989 to March 1991. He has a total of 25
     years experience in the trucking industry.

     Michael J. Langevin served as Vice Chairman of the Company since June 1997
     and has been a Director of the Company since January 1996. Since 1989, Mr.
     Langevin has been an independent financial consultant associated with
     Dunbar Associates, Inc., a financial management consulting firm.

     J. Michael May has been a Director, General Counsel and Secretary of the
     Company since January 1996. From August 1991 to January 1996, Mr. May was
     General Counsel and Secretary of TRISM Inc., and from December 1979 to
     August 1991 was General Counsel and Secretary of McGil Specialized
     Carriers, Inc. He has 25 years experience in the trucking industry.

     Michael Noel has been Corporate Vice President of Sales of the Company
     since April 1996. He was employed as Executive Vice President of Tranax,
     Ltd., the largest Canadian carrier of commodities requiring temperature
     control, from April 1994 to April 1996. Prior to that, Mr. Noel was
     employed as Executive Vice President of Wintz Companies for 10 years.

     Joseph M. Samford has been Executive Vice President - Equipment and
     Maintenance of the Company since March 1996. He was employed by TRISM, Inc.
     from June 1992 until March 1996, last holding the position of President,
     Trism Maintenance Services, Inc., a subsidiary of TRISM, Inc. For more than
     five years prior to March 1992, Mr. Samford was Vice President of
     Maintenance at Burlington Motor Carriers.

     William P. Scales has been a Director of AmeriTruck since November 1995 and
     was the Chief Executive Officer of Scales from 1984 until March 1997. Mr.
     Scales previously held managerial positions with Ranger Transportation and
     with Refrigerated Transportation Company, Inc. and has 29 years experience
     in the trucking industry.

     Daniel L. Van Alstine has served as Executive Vice President of Marketing
     since June 1997. He was Executive Vice President of Tran-Star, Inc. from
     March 1993 until June 1997. From January 1992 until March 1993 he was Chief
     Operating Officer for Prodrive, a driving training and recruiting firm. For
     more than 5 years prior to January 1992, Mr. Van Alstine held various
     management positions with North American Van Lines. He has more than 16
     years in the trucking industry.

     Terry A. Wallace has served as President of the Refrigerated Group since
     December of 1997, and Executive Vice President of Operations for the
     Refrigerated Carrier Group from June to Decemeber 1997. He was previously
     Vice President of Operations of Transtar, Inc. and has held various
     management positions with Transtar and its affiliates since 1987. He has
     more than 12 years experience in the trucking industry.

                                       49
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

     (a)  Compensation to Named Executive Officers.
          -----------------------------------------

          The following table summarizes the total compensation paid by the
          Company or one of the Operating Companies for services rendered during
          the years ended December 31, 1997, 1996 and 1995 to the Chief
          Executive Officer and to each of the four other most highly
          compensated executive officers of the Company at the end of 1997.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                              Long Term Compensation
                                                                        ---------------------------------
                                            Annual Compensation                   Awards          Payouts
                                  --------------------------------------  ----------------------  -------
                                                                 Other                Securities
                                                                Annual    Restricted  Underlying           All Other
          Name and                                              Compen-      Stock     Options/    LTIP     Compen-
     Principal Position        Year      Salary    Bonus(1)    sation(2)   Award(s)    SARs (#)   Payouts   sation(3)
     ------------------        ----      ------    --------    ---------   --------    --------   -------   ---------
    <S>                        <C>     <C>         <C>        <C>         <C>         <C>        <C>       <C>
     Michael L. Lawrence       1997    $300,000    $           $  8,400    $   --          --          --   $     --
        President and Chief    1996     121,875        --         6,300        --          --          --         --
        Executive Officer      1995      75,085        --            --        --          --          --      7,819

     Richard A Beauchamp       1997     210,010        --        23,940        --          --          --         --
        President              1996     200,099        --        22,812        --          --          --      1,795
        Specialized Group      1995      25,000        --          --          --          --          --         --

     Kenneth H. Evans, Jr.     1997     207,333        --         8,400        --          --          --         --
        Chief Financial and    1996     192,000        --         6,300        --          --          --         --
        Accounting Officer     1995      16,000      75,000        --          --          --          --         --

     Joseph M. Samford         1997     156,667        --         8,400                    --          --         --
        Executive Vice Presi-  1996     120,833      16,066       6,300        --          --          --         --
        dent - Equipment       1995        --          --         7,700        --          --          --         --
        and Maintenance

     Ronald N. Damico          1997     150,000        --         8,400        --          --          --         --
        President, Regional    1996      51,923        --         2,800        --          --          --         --
        LTL Group
</TABLE>

(1)  The bonus awards for the executive officers named in the table were paid
     pursuant to the annual incentive compensation plans described in the
     "Report On Executive Compensation."

(2)  The other annual compensation includes amounts paid for monthly allowances.

(3)  All other compensation includes matching contributions to the Company's
     401(k) Plan or a company contribution under the profit sharing plan.

                                       50
<PAGE>

                     OPINION/SAR GRANTS IN 1997 FISCAL YEAR

The following table sets forth information with respect to the individuals named
in the Summary Compensation Table concerning the grant of options during 1997.

<TABLE>
<CAPTION>
                                                 % of Total
                                                Options/SARs
                                    Number of     Granted to
                                   Securities   Employees in
                                   Underlying    Year ended    Exercise or                      Present
          Name and                Options/SARs  December 31,    Base Price      Expiration      Value of
     Principal Position           Granted (#)       1997        ($/Sh) (1)         Date          Options(2)
     ------------------           -----------       ----        ----------         ----          -------
    <S>                           <C>           <C>            <C>              <C>              <C>
    Michael L. Lawrence              245,000        13.4%        10 tiers       May 22, 2007     $266,732
       President and Chief
       Executive Officer
    Richard A. Beauchamp              30,000         1.6%        10 tiers       May 22, 2007     $ 32,661
       President Specialized
       Group
    Kenneth H. Evans, Jr.            145,000         7.9%        10 tiers       May 22, 2007     $157,862
       Chief Financial and
       Accounting Officer
    Joseph M. Samford                 75,000         4.1%        10 tiers       May 22, 2007     $ 81,653
       Executive Vice Presi-
       dent - Equipment and
       Maintenance
    Ronald N. Damico                  30,000         1.6%        10 tiers       May 22, 2007     $ 32,661
       President, Regional
       LTL Group
</TABLE>

(1)  Exercise prices are in 10 equal increments of 10% each, at exercise prices
     of $3.10, $6, $8, $10, $12, $14, $16, $18, $20 and $22. The fair market
     value on the date of grant was $2.75 as determined by the Board of
     Directors.

(2)  The dollar amounts under these columns are the result of calculations at 5%
     and 10% rates set by the Securities and Exchange Commission and therefore
     are not intended to forecast possible future appreciation, if any, of the
     Company's Common Stock. These dollar amounts represent gain before income
     taxes.

                                       51
<PAGE>

                   AGGREGATED 1997 STOCK OPTION/SAR EXERCISES
                         AND YEAR-END OPTION/SAR VALUES

     The following table sets forth information with respect to the individuals
named in the Summary Compensation Table concerning their exercise of options
during 1997 and unexercised stock options held as of the end of 1997.

<TABLE>
<CAPTION>
                                                               Number of Securities
                                                              Underlying Unexercised       Value of Unexercised in-the-Money
                                                              Options/SARs at Year End          Options/SARs at Year End
          Name and         Shares Acquired     Value        -----------------------------    -----------------------------
     Principal Position    of Exercise(#)    Realized ($)   Exercisable     Unexercisable    Exercisable     Unexercisable
     ------------------    -------------     -----------    -----------     -------------    -----------     -------------
<S>                        <C>               <C>            <C>             <C>            <C>               <C>
    Michael L. Lawrence         -                -               29,311           246,689         -                -
       President and Chief
       Executive Officer
    Richard A. Beauchamp        -                -               41,741            35,259         -                -
       President Specialized
       Group
    Kenneth H. Evans, Jr.       -                -              124,180           145,820         -                -
       Chief Financial and
       Accounting Officer
    Joseph M. Samford           -                -               15,301            24,699         -                -
       Executive Vice Presi-
       dent - Equipment and
       Maintenance
    Ronald N. Damico            -                -                  600            29,400         -                -
       President, Regional
       LTL Group
</TABLE>


     (b)  Stock Option Plan
          -----------------

          In November 1995, the Company's Board of Directors and stockholders
          approved the Company's 1995 Stock Option Plan ("1995 Plan"), which
          provides for the grant of incentive stock options and nonstatutory
          stock options to employees, and for the grant of nonstatutory stock
          options to consultants, of the Company and its subsidiary
          corporations. In May 1997, the 1995 Plan was amended to increase the
          maximum number of shares. These stock options vest either ratably over
          a two year period or a four year period from date of grant. In
          addition, these options expire 10 years from date of grant or three
          months from an employee's termination date. A maximum of 3,271,881
          shares of Class A Common Stock, $.01 par value, ("Common Stock") are
          currently reserved for issuance under the 1995 Plan, as amended. After
          giving effect to the 1995 and 1996 acquisitions and in conjunction
          with the 1997 acquisitions, there are 4,230,275 shares of Common Stock
          outstanding and warrants to purchase 1,875,000 shares of Common Stock.
          No individual may be granted options under the 1995 Plan for a number
          of shares in excess of two-thirds of the shares that from time to time
          may be reserved for issuance under the 1995 Plan.

          The 1995 Plan is administered by the Compensation Committee, which has
          authority to determine which eligible individuals are to receive
          options, the terms of such options, including the status of such
          options as incentive or nonstatutory stock options under the federal
          income tax laws, the number of shares, exercise prices, and times at
          which the options become and remain exercisable, and the time, manner,
          and form of payment upon exercise of options, including cashless
          exercise or payment of the exercise price with a promissory note. The
          exercise price of incentive stock options granted under the 1995 plan
          may not be less than 100 percent of the fair market value of the
          underlying shares of Common Stock on the date of grant. Options
          granted under the 1995 Plan may be immediately exercisable, or may
          become exercisable in such cumulative or non-cumulative installments
          as the Compensation Committee may determine (subject to acceleration
          by the Compensation Committee in whole or in part at any time).
          Incentive stock options may not be exercised after a maximum of three
          months following termination of the optionee's employment with the
          Company or one of its affiliates, except in the event that termination
          is due to death or disability, in which case the incentive stock
          option is exercisable for a maximum of one year after such
          termination. Such three-month and one-year periods may be shortened by
          the Compensation Committee in the option agreement evidencing an
          option grant. In any event, no incentive stock option may be exercised
          after the tenth anniversary of its date of grant.

          In the event of any stock dividend, stock split, or reverse stock
          split affecting Common Stock, the numbers of shares and exercise
          prices of outstanding options under the 1995 Plan will be
          proportionately adjusted. In the event of a reclassification or change
          of outstanding shares of Common Stock, upon exercise of an option
          granted under the 1995 Plan, the optionee will receive such shares of
          stock or other securities as are equivalent in kind and value to the
          shares of Common Stock that the optionee would have received if he had
          exercised the option immediately prior to such reclassification or
          change and thereafter had

                                       52
<PAGE>

          continued to hold those shares and all other shares, stock, and
          securities thereafter issued in respect thereof.

          In the event of a consolidation or merger of the Company with or into
          another company, or the sale to another company of all or
          substantially all of the Company's assets, then, subject to the
          following sentence, upon exercise of an option granted under the 1995
          Plan, the optionee will receive such shares of stock or other
          securities as are equivalent in kind and value to the shares of stock
          and/or other securities that the optionee would have received if he
          had held the full number of shares of Common Stock subject to the
          option immediately prior to such consolidation, merger, or sale, and
          thereafter had continued to hold those shares and all other shares,
          stock, and securities thereafter issued in respect thereof. Unless any
          particular option agreement provides otherwise, however, in the event
          of any such consolidation, merger, or sale the Compensation Committee
          in its discretion may provide instead that any outstanding option will
          terminate, to the extent not previously exercised, either (i) as of
          the date of such transaction in consideration of the Company's payment
          to the optionee of an amount of cash equal to the difference between
          the aggregate fair market value of the shares of the Company's Common
          Stock for which the option is then exercisable and the aggregate
          exercise price for such shares under the option, or (ii) at the close
          of a period of not less than ten days specified by the Compensation
          Committee and commencing on the Compensation Committee's delivery of
          written notice to the optionee of its decision to terminate such
          option without payment of such consideration.

          Upon dissolution or liquidation of the Company, all outstanding
          options granted under the 1995 Plan will terminate to the extent not
          previously exercised.

          The Company's Board of Directors may at any time terminate the 1995
          Plan or make such modifications of the 1995 Plan as it deems
          advisable. No termination or amendment of the 1995 Plan may adversely
          affect the rights of any individual to whom an option has previously
          been granted without such individual's consent.

          As of December 31, 1997, options to purchase approximately 2,413,002
          shares of Common Stock have been granted under the 1995 Plan and are
          outstanding, and options to purchase approximately 858,879 additional
          shares of Common Stock were available for future grants under the 1995
          Plan.

     (c)  Compensation of Directors.
          -------------------------
          Mr. Greenwood has been awarded options to purchase 20,000 shares of
          the Company's Common Stock. Mr. Scales received compensation as a
          Director in the amount of $2,000 per month beginning with September,
          1997. All directors will be reimbursed for any out-of-pocket expenses
          incurred in attending Board of Directors meetings.

     (d)  Employment Contracts and Termination of Employment.
          --------------------------------------------------
          Employment Agreements have been entered into by AmeriTruck or one of
          the Operating Companies, as specified below, with each of Messrs.
          Lawrence, Beauchamp, Damico, Evans and Samford:

          Mr. Lawrence, the Chairman and Chief Executive Officer of AmeriTruck,
          has entered into an employment agreement having a term expiring in
          November 1998 and providing for a base salary of $75,000 annually
          through October 31, 1996, and thereafter, an annual base salary of
          $300,000. Any additional increases are at the discretion of
          AmeriTruck's board of directors.

          Mr. Beauchamp, President of the Specialized Group, has entered into an
          employment agreement having a term expiring in November 1998 and
          providing for a base salary of $150,000 with increases thereafter
          being at the discretion of the employer's board of directors.

          Mr. Damico, the President of the Regional LTL Group, has entered into
          an employment agreement having a term expiring in November 1998 and
          providing for a base salary of $150,000 annually, with increases
          thereafter being at the discretion of the Company's board of
          directors.


                                       53
<PAGE>

          Mr. Evans, the Chief Financial Officer and Executive Vice President of
          the Company, has entered into an employment agreement having a term
          expiring in November 1998 and providing for a base salary of $192,000
          for the first twelve months with any increases thereafter being at the
          discretion of the Company's board of directors.

          Mr. Samford, the Executive Vice President of Equipment and Maintenance
          of the Company, has entered into an employment agreement having a term
          expiring in November 1998 and providing for a base salary of $150,000
          annually, with increases thereafter being at the discretion of the
          Company's board of directors.

          Each of the above described employment agreements includes a severance
          clause under the terms of which the employee is entitled to severance
          pay if during the term of the agreement or a renewal term, his
          employment is terminated without cause by written notice by the
          employer to the employee. Under this severance clause, the employer
          must continue to pay to the employee his base salary as in effect
          prior to the termination, such salary being payable until the longer
          of (i) one year after the date of termination, or (ii) the end of the
          stated term of the agreement. In addition, each of the above described
          employment agreements provides that upon the employee's termination
          (i) without cause by written notice by the employer to the employee or
          (ii) due to the death or disability of the employee, the employee is
          entitled to receive the management incentive bonus (described below
          under "Long-Term Incentive Plan"), if any, that the employee would
          have received for the fiscal year of the Company in which the
          employment was terminated. The employee is not entitled to such
          severance pay or management incentive bonuses in the event of a
          termination for cause.

          Each of the above described employment agreements also provides that
          the employee shall be provided accident, disability and health
          insurance under the respective employer's group accident, disability
          and health insurance plan maintained for its full-time salaried
          employees.

          Each of the above described employment agreements also contains a
          non-competition provision pursuant to which the employee is
          prohibited, during the term of his employment and generally for one
          year thereafter, from engaging, within a designated area described
          below, in competition with the employer, from diverting to any
          competitor of the employer any customer of the employer, and from
          soliciting or encouraging any officer, employee or consultant of the
          employer to leave the employment of the employer for employment with
          any competitor of the employer. Each of the above described employment
          agreements provides that the employee may not compete with the
          employer for the time periods and under the circumstances described
          above anywhere within the continental United States of America.

     (e)  Long-Term Incentive Plan.
          -------------------------

          Senior management of the Company and each of the Operating Companies
          are eligible to participate in an executive incentive compensation
          plan pursuant to which, in general, they will be paid annual bonuses
          based upon the financial performance of both their respective
          individual Operating Companies and that of the Company. The size of
          the incentive compensation pool is determined each year as 35% of the
          Company's earnings in excess of the target. Each individual's share of
          the pool is determined by reference to the relevant Operating
          Company's performance against the Company's operating plan as to such
          key factors as, for example, revenue levels, rates per loaded mile,
          load ratios, service quality, cost control and coordination with other
          Operating Companies, as well as an assessment of the individual's
          performance.

     (f)  Compensation Committee Interlocks and Insider Participation.
          ------------------------------------------------------------

          Messrs. Michael L. Lawrence and William E. Greenwood have been the
          members of the Compensation Committee since the Company's inception.
          Mr. Lawrence is also Chairman and Chief Executive Officer of the
          Company.

                                       54
<PAGE>

     (g)  Board Compensation Committee Report.
          ------------------------------------

          The following report is presented by the Compensation Committee of the
          Board (the "Committee"). The Compensation Committee consists of
          Messrs. Lawrence and Greenwood. The committee administers the
          executive compensation policies of the Company. All actions of the
          committee pertaining to executive compensation are submitted to the
          Board of Directors for approval.

          The Company's executive compensation program is designed to attract,
          retain, and motivate high caliber executives and to focus the
          interests of the executives on objectives that enhance stockholder
          value. These goals are attained by emphasizing "pay for performance"
          by having a significant portion of the executive's compensation
          dependent upon business results and by providing equity interests in
          the Company. The principal elements of the Company's executive
          compensation program are base salary, incentive compensation, and
          stock options. In addition, the Company recognizes individual
          contributions as well as overall business results, using a
          discretionary bonus program.

          In 1997 no bonuses were paid to the Company's Executive Officers and
          annual salaries were primarily determined based upon the amounts
          required under their employment contracts.

          Chief Executive Officer

          Mr. Lawrence's base salary is determined by the terms of his
          employment agreement with the Company. See "Employment Contracts and
          Termination of Employment." In light of the Company's financial
          performance in 1997, the Company did not pay any bonuses to its
          executive officers, including Mr. Lawrence.


                                                       Michael L. Lawrence
                                                       William E. Greenwood

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (a)  Security Ownership of Certain Beneficial Owners.
          -----------------------------------------------

          The following table sets forth certain information regarding
          beneficial ownership of the Common Stock of the Company by each person
          known to the Company to own beneficially more than 5 percent of its
          outstanding Common Stock.

<TABLE>
<CAPTION>
                                                            Amount and Nature of
          Name and Address                                  Beneficial Ownership        Percent of Class/(1)/
          ----------------                                  --------------------        ---------------------
         <S>                                                <C>                         <C>
          BancBoston Ventures, Inc./(2)/                            2,030,449                   48.0%
               100 Federal Street
               Boston, MA  02110

          William P. Scales/(3)/                                      392,217                    9.3%
               c/o Scales Transport Corporation
               507 A Samples Scales Road
               P.O. Box 189
               Homer, GA  30547

          Michael L. Lawrence                                         390,330                    9.2%
               c/o AmeriTruck Distribution Corp.
               301 Commerce, Suite 1101
               Fort Worth, TX  76102

          Randy Thompson                                              338,782                    8.0%
               c/o Thompson Bros., Inc.
               3605 Teem Drive
               Sioux Falls, SD  57107
</TABLE>

                                       55
<PAGE>

<TABLE>
        <S>                                                         <C>                        <C>
          Richard Beauchamp/(4)/                                      283,363                    6.7%
               c/o AmeriTruck Refrigerated Transport, Inc.
               4200 Northside Parkway
               Building 8, Suite C
               Atlanta, GA  30327

          Ronald N. Damico                                            254,091                    6.0%
               c/o KTL, Inc.
               1501 Lake Ave.
               Largo, FL 34641
</TABLE>

          /(1)/  Represents percentage ownership of all outstanding classes of
                 Common Stock. All stockholders except BBV hold shares of Class
                 A Common Stock.
          /(2)/  Excludes a warrant issued to BBV exercisable on or after
                 February 15, 1996 for 375,000 shares.
          /(3)/  Includes 27,860 shares held by Mr. Scales' spouse. Mr. Scales
                 disclaims beneficial ownership with respect to these shares.
          /(4)/  Includes 278,587 shares held by Mr. Beauchamp's spouse. Mr.
                 Beauchamp disclaims beneficial ownership with respect to these
                 shares.

     (b)  Security Ownership of Management.
          --------------------------------

          The following table shows as of March 15, 1998 the beneficial
          ownership of the Company's Common Stock by each director, each current
          executive office named in the Summary Compensation Table and officers
          and directors as a group.

<TABLE>
<CAPTION>
                                                 Name of               Amount and Nature of
                 Title of Class              Beneficial Owner          Beneficial Ownership           Percent of Class
                                             ----------------          --------------------           ----------------
          <S>                          <C>                             <C>                            <C>
          Class A Common               William P. Scales                      392,217(1)                      9.3%
                                       Michael L. Lawrence                    390,330                         9.2%
                                       Richard Beauchamp                      283,363(2)                      6.7%
                                       Kenneth H. Evans, Jr./(3)/
                                       Michael J. Langevin/(4)/               102,934                         2.4%

                                       All Directors and
                                          Executive Officers as a
                                          Group (10) persons                1,173,208                        27.7%
</TABLE>


          /(1)/  Includes 27,860 shares held by Mr. Scales' spouse. Mr. Scales
                 disclaims beneficial ownership with respect to these shares.
          /(2)/  Includes 278,587 shares held by Mr. Beauchamp's spouse. Mr.
                 Beauchamp disclaims beneficial ownership with respect to these
                 shares.
          /(3)/  Mr. Evans holds options to purchase 270,000 shares.
          /(4)/  Dunbar Associates, Inc. owns 102,934 shares. The President of
                 Dunbar Associates, Inc. is Vickie D. Langevin, Mr. Langevin's
                 spouse. Mr. Langevin disclaims any beneficial ownership with
                 respect to these shares.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          AGREEMENTS AND RELATED TRANSACTIONS

          The information contained herein relating to Stock Purchase Agreement
          and the Employment Agreements (each as defined herein) is qualified in
          its entirety by reference to the complete text of such agreements,
          copies of which have been filed as exhibits to this Annual Report on
          Form 10-K.

                                       56
<PAGE>


          Employment Agreements

          In connection with the 1996 and 1995 acquisitions, the Company entered
          into or amended employment agreements with each of the members of
          senior management. In addition, in connection with the Tran-Star,
          Monfort and Lynn acquisitions, the Company entered into employment
          agreements certain key executives. For a description of the employment
          agreements, see Item 11 - "Employment Contracts and Termination of
          Employment."

          Payments To Management and Significant Stockholders

          In connection with the Tran-Star acquisition, the key executives,
          Robert Goldberg, Paul Herzog, Daniel Van Alstine and Terry Wallace
          received a total of $200,000 in cash and 400,000 stock options as an
          incentive for employment. Mr. Goldberg's employment terminated in
          December 1997.


          PRE-1997 TRANSACTIONS

          Since January 1, 1994, the Operating Companies have entered into a
          number of transactions with significant stockholders, officers and
          directors. Certain of these transactions were still in effect in 1997.

          KTL

          During the third quarter of 1996, AmeriTruck purchased all of the
          outstanding stock of KTL, Inc. ("KTL") of Largo, Florida, from Ronald
          N. Damico. KTL has agreed to lease from Mr. Damico and his spouse
          certain real estate at Clearwater, Florida on a month-to-month basis.
          Further, KTL agreed to lease the real estate at Largo, Florida used by
          KTL as its corporate headquarters from a company owned by Mr. Damico
          for an 18-month term, at which time KTL has agreed to purchase the
          property for $2.4 million less the total amount of
          environmental-related costs incurred subsequent to August 16, 1996. An
          agreement to extend the purchase obligation until April 1999 has been
          reached.


          CMS

          The spouse of Mr. Richard A. Beauchamp (a stockholder and director of
          the Company and an executive officer of CMS) owed CMS $639,073 as of
          June 30, 1995, representing an unsecured advance. Prior to completion
          of the initial offering of the Subordinated Notes in 1995, CMS forgave
          $437,823 of such amount. The balance of $201,250 is represented by an
          interest-bearing note (with interest at the lowest rate required by
          the Internal Revenue Service to avoid imputation of interest income)
          due in ten years, with certain mandatory prepayments in the event of
          public sales of Common Stock held by Mrs. Beauchamp.


          REAL PROPERTY LEASES

          Scales entered into lease agreements with respect to its Tampa,
          Florida and Homer, Georgia facilities, respectively, with Phil and
          Barbara Scales, the owners of both such facilities. Mr. Scales is a
          stockholder and director of the Company, and he was an executive
          officer of Scales until March 1997. Scales paid a total of $38,844
          rent to Mr. and Mrs. Scales during 1994 under the terms of the lease
          agreement with respect to the Tampa facility and no rent to Mr. And
          Mrs. Scales during 1994 under the terms of the lease agreement with
          respect to the Homer facility, but did pay the taxes and insurance
          with respect to the Homer facility. In connection with the
          acquisitions in 1995, these leases were revised to provide for three-
          year terms, terminable by either party upon six-months' prior notice,
          and rent of $57,600 per year for the

                                       57
<PAGE>

          Tampa facility and $6,000 per year for the Homer facility. The lease
          on the Homer facility was terminated in March 1997 by mutual agreement
          of the parties.

          In connection with the KTL acquisition, the Company entered into a
          lease with Ronald N. Damico and his spouse as discussed above under
          "KTL."


          ARRANGEMENTS WITH DUNBAR ASSOCIATES, INC.

          TBI has entered into a Consulting and Non-Competition Agreement with
          Dunbar Associates, Inc. ("Dunbar"), pursuant to which Dunbar agreed to
          provide, through its representative, consulting services to TBI for a
          term extending until November 13, 1998 (renewable for additional one
          year terms thereafter upon the consent of the parties thereto). TBI
          agreed to pay transaction fees to Dunbar, as approved by TBI's board
          of directors, in connection with the completion of any major financing
          or acquisition transaction by TBI, the aggregate amount of which
          transaction fees shall not be less than $192,000 nor more than
          $492,000 during any calendar year. TBI also agreed to pay a retainer
          to Dunbar in the amount of $16,000 per month during the term of the
          agreement, such retainer being applied against the amount of
          transaction fees earned by Dunbar as described above. Michael J.
          Langevin, a Director of the Company, is an employee of Dunbar, which
          is owned by his spouse.

          Dunbar has also issued separate promissory notes in favor of TBI and
          W&L, in the original principal amounts of $245,235 and $491,104,
          respectively, in connection with Dunbar's purchase of capital stock of
          TBI and W&L. This stock was subsequently converted into shares of the
          Company's Common Stock in connection with the Acquisitions. Each of
          the promissory notes is secured by these shares and is payable in one
          installment which is due on October 10, 2005. Each of the promissory
          notes bears interest at the rate of 6.77 percent per annum, such
          interest being payable at maturity.

          FINANCING DURING 1997

          In conjunction with the 1997 acquisitions of Monfort, Lynn and Tran-
          Star, the Company issued 3,000 shares of Series A Redeemable Preferred
          Stock and 727,272 shares of Common Stock with warrants to certain
          existing stockholders, directors and executive officers of the
          Company. The Preferred Stock was issued at a $1,000 per share for a
          total purchase price of $3.0 million. The Common Stock along with
          detached warrants for 1,500,000 shares of Common Stock, was issued for
          $2.75 per share ($.01 par value) for a total purchase price of $2.0
          million.

          The Preferred Stock was purchased by (and detached warrants were
          issued to) the following: BancBoston Ventures, 2,622 shares (1,311,000
          warrants); Bristol Investment Partners, 90 shares (45,000 warrants);
          Michael L. Lawrence, 120 shares (60,000 warrants); Ronald N. Damico,
          120 shares (60,000 warrants); Ronald E. Adams, 30 shares (15,000
          warrants); and William E. Greenwood, 18 shares (9,000 warrants). The
          Class A Common Shares were purchased by BancBoston Ventures, Inc.
          (633,636 shares), Bristol Investment Partners (21,818 shares), Michael
          L. Lawrence (29,091 shares), Ronald N. Damico (29,091 shares), Ronald
          E. Adams (7,273 shares) and William E. Greenwood (4,364 shares).

          In connection with the amendment to the FINOVA Credit Facility, the
          Company issued $1 million in Subordinated Notes (the "1997 Notes") to
          certain existing stockholders. The 1997 Notes bear interest at a rate
          of 14% per annum and mature on June 1, 1998. In connection with the
          1997 Notes, the Company issued to the purchasers of the 1997 Notes
          warrants to a number of shares of the Company's common stock equal to
          the aggregate outstanding principal and interest of the 1997 Notes at
          the time of exercise divided by 2 (the "1997 Warrants"). The issuance
          of these shares was exempt under Section 4(2) of the Securities Act of
          1933, as amended, as a transaction not involving any public offering.

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

          Financial Statements
            Consolidated Balance Sheets at December 31, 1997 and 1996
            Consolidated Statements of Operations for the three years ended
            December 31, 1997
            Consolidated Statements of Stockholders'
            Equity for the three years ended December 31, 1997
            Consolidated Statements of Cash Flows for the three years
            ended December 31, 1997
            Notes to Consolidated Financial
            Statements Report of Independent Accountants


          All schedules for the Company are omitted because they are not
          required or not applicable. The required information is included in
          the financial statements or notes thereto.

                                       58
<PAGE>

         EXHIBIT INDEX

         The following exhibits are filed as part of this report.

Exhibit
Number                    Description
------                    -----------
*   3.1    Certificate of Incorporation of the Company, as amended.

*   3.2    By-laws of the Company, as amended

*   4.1    Indenture for the Notes, dated as of November 15, 1995, among the
           Company, the Guarantors named therein and The Bank of New York, as
           Trustee (including form of Exchange Note).

*   4.2    Purchase Agreement, dated as of November 10, 1995, among the Company,
           the Guarantors named therein and Smith Barney Inc., as the Initial
           Purchaser.

*   4.3    Registration Rights Agreement, dated November 15, 1995, among the
           Company, the Guarantors named therein, and the Initial Purchaser.

*   4.4    Form of Exchange Note (included in Exhibit 4.1)

**  10.2   Stock Purchase Agreement, dated as of August 23, 1996, between the
           Company and Ronald N. Damico, including his employment agreement
           (Form 8-K dated August 23, 1996, filed September 1996). ***

**  10.5   Guarantee of 12 1/4% Senior Subordinated Notes due 2005, Series B,
           dated as of September 19, 1996, by KTL (Form 10-Q for the quarter
           ended September 30, 1996, filed November 1996).

**  10.6   Loan and Security Agreement, dated February 21, 1996, between Volvo
           Truck Finance North America, Inc. ("Volvo") and the Company and
           certain of its Subsidiaries (Form 8-K dated May 3, 1996, filed May
           1996).

**  10.7   Financing Integration Agreement, dated February 21, 1996,
           between Volvo and the Company and certain of its subsidiaries
           (Form 8-K dated May 3, 1996, filed May 1996).

**  10.9   Asset Purchase Agreement, dated as of January 5, 1996, between CMS
           Transportation Services, Inc. and Freymiller Trucking, Inc., as
           debtor and debtor-in-possession (Form 8-K dated May 3, 1996, filed
           May 1996).

**  10.10  Consulting and Non-Competition Agreement, dated as of April 1,
           1995, between Thompson Bros., Inc. and Dunbar Associates, Inc. (Form
           8-K dated May 3, 1996, filed May 1996). ***

*   10.11  Agreement and Plan of Reorganization, dated as of October 20, 1995
           (including the amendment thereto dated as of November 14, 1995 and
           including all exhibits thereto).

*   10.12  Stock Contribution Agreements, dated as of October 20, 1995, among
           the Company and the stockholders of each of the Operating Companies,
           respectively (each included in Exhibit 10.11).

*   10.13  Stockholder Agreement, dated as of November 15, 1995, among the
           Company and each of its stockholders (included in Exhibit 10.11).

*   10.14  Registration Rights Agreement, dated as of November 15, 1995, among
           the Company and each of its stockholders (included in Exhibit 10.11).

                                       59
<PAGE>

*   10.15  Warrant to Purchase 375,000 Shares of Common Stock of the Company,
           dated as of November 15, 1995, issued to BancBoston Ventures, Inc.

*   10.16  Employment Agreements among the Company and/or certain of the
           Operating Companies and each of Michael L. Lawrence, Paul L.
           Bangerter, Richard Beauchamp, Michael J. Crowe, Kenneth H. Evans,
           Jr., William P. Scales and Randy Thompson. ***

*   10.17  1995 Stock Option Plan of the Company. ***

**  10.18  Stock Purchase Agreement, dated as of April 28, 1997, between the
           Company and Monfort, Inc., and ConAgra Poultry Company (Form 8-K
           dated June 6, 1997, filed June 1997).

**  10.19  Stock Purchase Agreement, dated as of June 27, 1997 between the
           Company and Allways Services, Inc. and TranStar Services, Inc. (Form
           8-K dated July 11, 1997, filed July 1997).

**  10.20  Loan and Security Agreement, dated as of May 5, 1997, between the
           Company and FINOVA Capital Corporation (Form 10-Q for the quarter
           ended June 30, 1997, filed August 1997).

**  10.21  Master Lease Agreement, dated as of August 14, 1997, between the
           Company and Transamerica Business Credit Corporation (Form 10-Q for
           the quarter ended September 30, 1997, and filed November 1997).

    10.22  Securities Purchase Agreement, dated as of November 13, 1997, between
           the Company and certain named investors.

    10.23  Third Amendment to Loan and Security Agreement, dated as of November
           13, 1997, between the Company and FINOVA Capital Corporation.

    12     Computation of ratio of earnings to fixed charges.

*   16.1   Letter from Deloitte & Touche LLP regarding their dismissal as
           independent accountants of W&L Services Corp. and Subsidiaries.

*   21     Subsidiaries of the Company and Jurisdictions of Incorporation.

*   24     Powers of Attorney (see signature pages).

    27     Financial Data Schedule


*   Incorporated by reference to the Company's Registration Statement on Form S-
    4, Registration No. 33-99716, initially filed with the Securities and
    Exchange Commission on November 24, 1995, as amended.

**  Exhibit is incorporated by reference as indicated.

*** Management contract or compensatory plan or arrangement.


REPORTS ON FORM 8-K

         During the fourth quarter of 1997, the following Form 8-K reports were
         filed: 11-10-97 "AmeriTruck Distribution Corp. Engages Investment Firm
         To Raise Equity"

                                       60
<PAGE>

                               S I G N A T U R E S

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                     AMERITRUCK DISTRIBUTION CORP.

                                                /s/  Michael L. Lawrence
                                                -------------------------------
                                                Michael L. Lawrence
                                                Director, Chairman of the Board
                                                and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on March 31, 1998 by the following persons on behalf of
the Registrant and in the capacities indicated.

           Signature                                    Title
           ---------                                    -----

   /s/ Michael L. Lawrence             Director, Chairman of the Board and
-------------------------------        Chief Executive Officer
   Michael L. Lawrence


   /s/ Richard A. Beauchamp            Director
-------------------------------
   Richard A. Beauchamp


   /s/ Kenneth H. Evans, Jr.           Director, Treasurer and Chief Financial
-------------------------------        and Accounting Officer
   Kenneth H. Evans, Jr.


   /s/ William E. Greenwood            Director
-------------------------------
   William E. Greenwood


   /s/ Michael J. Langevin             Director
-------------------------------
   Michael J. Langevin


   /s/ J. Michael May                  Director, General Counsel and Secretary
-------------------------------
   J. Michael May


   /s/ William P. Scales               Director
-------------------------------
   William P. Scales

                                       61
<PAGE>

                 AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                                  EXHIBIT INDEX



                                                                         Page
Exhibit Number                  Description                             Number
--------------                  -----------                             ------

     10.22       Securities Purchase Agreements, dated as of November 13, 1997,
                 between the Company and certain named investors

     10.23       Third Amendment to Loan and Security Agreement, dated as of
                 November 13, 1997, between the Company and FINOVA Capital
                 Corporation

     12          Computation of ratio of earnings to Fixed Charges

     27          Financial Data Schedule

                                       62