<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM 10-Q

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

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

                              LOOMIS, FARGO & CO.
            (Exact name of registrant as specified in its charter)

          Delaware                  333-24689               76-0521092
(State or other Jurisdiction       (Commission             (IRS Employer
of Incorporation or Organization)    File Number)        Identification No.)


<TABLE> 
<CAPTION> 

<S>                                <C>                                <C>                                <C> 
  File No. 333-24689-01            File No. 333-24689-02              File No. 333-24689-03              File No. 333-24689-04
LFC Holding Corporation             Loomis, Fargo & Co.                   LFC Armored                     Loomis, Fargo & Co.
(Exact Name of Registrant         (Exact Name of Registrant              of Texas Inc.                      of Puerto Rico
as Specified in its Charter)     as Specified in its Charter)        (Exact Name of Registrant           (Exact Name of Registrant
                                                                    as specified in its Charter)       as Specified in its Charter)

         Delaware                           Texas                              Texas                           Tennessee
(State or other jurisdiction of   (State or other jurisdiction of   (State or other jurisdiction of  (State or other jurisdiction of
incorporation or organization)    incorporation or organization)     incorporation or organization)   incorporation or organization)

        75-2371825                       75-0117200                          58-1884701                        66-0215016
     (I.R.S. Employer                 (I.R.S Employer                     (I.R.S. Employer                  (I.R.S. Employer 
    Identification No.)              Identification No.)                 Identification No.)               Identification No.)
</TABLE> 

2500 CityWest Blvd., Suite 900
Houston, Texas                                          77042
(Address of principal executive offices)             (ZIP Code)

Registrants' telephone number, including area code: (713) 435-6700

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

     As of November 13, 1997, 10,000,000 shares of the common stock, $0.01 par 
value, of Loomis, Fargo & Co., 2,652,705 shares of the class A common stock, 
$0.01 par value, of LFC Holding Corporation, 1,000 shares of the common stock, 
$10.00 par value, of Loomis, Fargo & Co. (a Texas corporation), 100 shares of 
common stock, $1.00 par value, of LFC Armored of Texas Inc., and 250 shares of 
common stock, no par value, of Loomis, Fargo & Co. of Puerto Rico, were 
outstanding.



<PAGE>
 

                      PART I   -   FINANCIAL INFORMATION
                         Item 1.  Financial Statements

                              LOOMIS, FARGO & CO.
                          CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                                    ($000S)

                                                 DECEMBER 31,  SEPTEMBER 30,
                                                     1996          1997
                                                 -----------   ------------

ASSETS
Current assets:
  Cash and cash equivalents, including restricted
      cash and cash equivalents of $1,536 at
      December 31, 1996                            $   2,469  $   4,455
  Accounts receivable, net                            10,939     49,172
  Prepaid expenses and other assets                    2,253      7,083
                                                   ---------  ---------
            Total current assets                      15,661     60,710

Property and equipment, net                           16,816     43,523
Intangible assets                                      7,851    112,528
Other assets                                           2,718      5,004
                                                   ---------  ---------

Total assets                                       $  43,046  $ 221,765
                                                   =========  =========

LIABILITIES AND COMMON STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable                                 $   5,439  $  18,538
  Accrued expenses and other current liabilities      11,759     40,919
  Short-term debt                                      1,022          -
  Current portion, long-term debt                      1,500          -
  Current portion, capital lease obligations             496        704
                                                   ---------  ---------
            Total current liabilities                 20,216     60,161

Long-term liabilities:
  Long-term debt                                      20,950    160,210
  Capital lease obligations                              966        590
  Accrued management fees                              1,575          -
  Other long-term liabilities                          3,838      5,204
                                                   ---------  ---------
            Total long-term liabilities               27,329    166,004

Redeemable preferred stock                             3,500          -
Redeemable common stock warrants                         355          -

Common stockholders' deficit:
  Class A common stock                                    15          -
  Class B common stock                                     -          -
  Common stock                                             -        100
  Common stock warrants                                  304          -
  Additional paid-in capital                           1,485     24,755
  Accumulated deficit                                (10,158)   (29,255)
                                                   ---------  ---------
            Total common stockholders' deficit        (8,354)    (4,400)
                                                   ---------  ---------
Total liabilities and common stockholders' deficit $  43,046  $ 221,765
                                                   =========  =========
                            See accompanying notes.


<PAGE>
 
                              LOOMIS, FARGO & CO.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                        ($000S, EXCEPT PER SHARE DATA)

                                            Nine Months         Nine Months
                                               Ended               Ended
                                          SEPTEMBER 30, 1996  SEPTEMBER 30, 1997
                                          ------------------  ------------------
REVENUES                                      $  93,939           $ 273,288

COST OF OPERATIONS:
 Payroll and related expense                     63,310             166,269
 Vehicle expense                                 10,729              37,257
 Facilities expense                               3,880              11,547
 Other operating expenses                        13,085              47,936
 Expenses relating to the business 
   combination                                        -               3,213
 Gains associated with benefit plans               (954)                  -
                                              ---------           ---------
                                                 90,050             266,222
                                              ---------           ---------

OPERATING INCOME                                  3,889               7,066

INTEREST EXPENSE                                  2,158              11,686
                                              ---------           ---------

INCOME (LOSS) BEFORE INCOME TAXES AND
 EXTRAORDINARY ITEM                               1,731              (4,620)

INCOME TAXES                                         78                 274
                                              ---------           ---------

INCOME (LOSS) BEFORE EXTRAORDINARY ITEM           1,653              (4,894)

EXTRAORDINARY ITEM (NET OF PROVISION FOR 
 INCOME TAXES OF $1)                                 -                (124)
                                              ---------           ---------

NET INCOME (LOSS)                             $   1,653           $  (5,018)
                                              =========           =========

NET INCOME (LOSS) PER SHARE:

BEFORE EXTRAORDINARY ITEM                     $    0.32           $   (0.51)

EXTRAORDINARY ITEM                                    -               (0.01)
                                              ---------           ---------

NET INCOME (LOSS)                             $    0.32           $   (0.52)
                                              =========           =========


                            See accompanying notes.


<PAGE>
 

                              LOOMIS, FARGO & CO.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                        ($000S, EXCEPT PER SHARE DATA)


                                              THREE MONTHS       THREE MONTHS
                                                 ENDED              ENDED
                                          SEPTEMBER 30, 1996  SEPTEMBER 30, 1997
                                          ------------------  ------------------
REVENUES                                       $ 32,290           $ 98,551     
                                                          
COST OF OPERATIONS:                                       
 Payroll and related expense                     21,365             60,266
 Vehicle expense                                  3,703             13,677
 Facilities expense                               1,317              4,310
 Other operating expenses                         4,346             16,846
 Expenses relating to the business combination        -                841
                                               --------           --------
                                                 30,731             95,940 
                                               --------           --------
                                                          
OPERATING INCOME                                  1,559              2,611 
                                                          
INTEREST EXPENSE                                    707              4,399 
                                               --------           --------
                                                          
INCOME (LOSS) BEFORE INCOME TAXES                   852             (1,788)
                                                          
INCOME TAXES                                         25                168
                                               --------           --------
NET INCOME (LOSS)                              $    827           $ (1,956)    
                                               ========           ========
                                                          
NET INCOME (LOSS) PER SHARE                    $   0.16           $  (0.20) 
                                               ========           ========




                            See accompanying notes.

<PAGE>
 
                              LOOMIS, FARGO & CO.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                                    ($000s)

<TABLE>
<CAPTION>



                                                           NINE MONTHS         NINE MONTHS
                                                              ENDED                ENDED
                                                        SEPTEMBER 30, 1996   SEPTEMBER 30, 1997
                                                        ------------------   ------------------
<S>                                                       <C>                  <C>
OPERATING ACTIVITIES
Net income (loss)                                          $   1,653             $  (5,018)
Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
     Depreciation and amortization expense                     3,439                12,775
     Amortization of financing costs                               -                   702
     Accretion of discount on NOL note                             -                   368
     (Gain) loss on disposal of property and equipment             9                    (8)  
     Change in restricted cash                                    12                 1,536   
     Provision for allowance for doubtful accounts                19                 2,792   
     Accrued management fees                                     262                    23   
     Postretirement benefits other than pensions                (954)                    -  
     Changes in current assets and liabilities (net                                         
     of the effects of the acquisition):                                                 
        Trade accounts receivable                               (558)              (15,480)
        Prepaid expenses                                      (1,600)               (2,230)
        Accounts payable                                       1,226                   904       
        Accrued expenses                                         575                 7,841       
                                                           ---------             ---------
Net cash provided by operating activities                      4,083                 4,205
                                                                                            
INVESTING ACTIVITIES                                                                        
Purchase of Wells Fargo Armored                                    -              (105,756)    
Capital expenditures                                          (2,091)               (5,093)      
Proceeds from sale of property and equipment                      10                    42       
                                                           ---------             ---------
Net cash used in investing activities                         (2,081)             (110,807)    
                                                                                            
FINANCING ACTIVITIES                                                                        
Borrowings of debt                                           104,441               196,081       
Issuance of senior subordinated notes                              -                85,000       
Repayments of debt and capital lease obligations            (105,297)             (151,827)    
Payment of accrued management fees                                 -                (1,598)      
Financing costs related to debt                                 (673)               (5,391)      
Redemption of preferred stock                                      -                (3,500)      
Exercise of common stock warrants                                  -                    96       
Distributions to stockholders                                      -                (8,737)
                                                           ---------             ---------
Net cash provided by (used in) financing activities           (1,529)              110,124
                                                           ---------             ---------
                                                                                            
Net increase in cash and cash equivalents                        473                 3,522       
Cash and cash equivalents at beginning of period  *              274                   933       
                                                           ---------             ---------
Cash and cash equivalents at end of period  *              $     747             $   4,455
                                                           =========             =========

</TABLE> 


*  Excludes restricted cash and cash equivalents of $1,523, $1,511 and $1,536 at
    December 31, 1995, September 30, 1996 and December 31, 1996, respectively



                            See accompanying notes.

<PAGE>
 
                              LOOMIS, FARGO & CO.
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                                  (UNAUDITED)
                                    ($000s)

 <TABLE>
 <CAPTION>


                                   Common   Common    Common           Additional
                                    Stock    Stock    Stock    Common    Paid-in   Accumulated
                                   Class A  Class B  Warrants  Stock     Capital    Deficit
                                   -------  -------  --------  -----     -------    -------
<S>                                <C>      <C>      <C>      <C>       <C>        <C>

Balances at December 31, 1996      $  15     $  -     $ 304    $  -      $ 1,485    $ (10,158)

Exercise of common stock warrants      9        3      (304)                 743

Exchange common stock of Loomis
  Holding Corporation for common
  stock of Loomis, Fargo & Co.       (24)      (3)               51          (24)

Distribution to stockholders                                                          (14,079)

Issuance of common stock as part 
  of the purchase consideration 
  for Wells Fargo Armored                                        49       22,551

Net loss                                                                               (5,018)
                                   -----     ----     -----    ----      -------    ---------
Balances at September 30, 1997     $   -     $  -     $   -    $100      $24,755    $ (29,255)
                                   =====     ====     =====    ====      =======    =========
</TABLE> 


                            See accompanying notes.

<PAGE>
 
                              LOOMIS, FARGO & CO.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              SEPTEMBER 30, 1997


NOTE 1.   BASIS OF PRESENTATION
Loomis, Fargo & Co., together with its subsidiaries, (the Company), a Delaware
corporation, was incorporated in August 1996. On January 24, 1997, Loomis
Holding Corporation (a Delaware corporation) completed its reorganization into
Loomis, Fargo & Co. and the acquisition of certain assets and the assumption of
certain liabilities of Wells Fargo Armored Service Corporation (Wells Fargo
Armored), a wholly owned subsidiary of Borg-Warner Security Corporation.  The
reorganization involved the exchange of all outstanding common stock of Loomis
Holding Corporation for 5,100,000 shares of the common stock of the Company,
which concurrently were transferred to a business trust owned by the former
shareholders of Loomis Holding Corporation (the Business Trust.)  Earnings per
share have been restated to reflect retroactively the effects of the
reorganization.

The Company owns LFC Holding Corporation (formerly Loomis Holding Corporation),
which in turn owns Loomis, Fargo & Co., a Texas corporation (formerly Loomis
Armored Inc. which was originally incorporated in 1928).  Loomis, Fargo & Co.
(the Texas corporation) has two subsidiaries, LFC Armored of Texas Inc., a Texas
corporation, and Loomis, Fargo & Co. of Puerto Rico, a Tennessee corporation.
The common stock of these two subsidiaries was contributed to the Company by
Wells Fargo Armored as part of the assets transferred by Wells Fargo Armored in
the business combination.

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. For further information, refer to the audited consolidated
financial statements of Loomis Holding Corporation and Wells Fargo Armored as of
December 31, 1996 included in Amendment No. 2 to the Form S-1 Registration
Statement filed with the Securities and Exchange Commission on June 18, 1997.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) considered necessary for a fair presentation have been
included.  Operating results for the nine-month period ended
September 30, 1997 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1997.

Certain prior period amounts have been reclassified to conform with the 1997
presentation.
<PAGE>
 
NOTE 2.   DEBT
Long-term debt consists of the following at September 30, 1997:
 
        Bank credit facility               $   69,500
        10% senior subordinated notes          85,000
        Non-interest bearing NOL note           5,710
                                           ----------
                                           $  160,210
                                           ==========

Concurrent with the purchase of the assets of Wells Fargo Armored on January 24,
1997, the exchange of the common stock of Loomis Holding Corporation and the
financing transactions discussed below, substantially all of the then-existing
Loomis Holding Corporation indebtedness (other than capital leases) was repaid.
Deferred financing costs associated with the retired debt were written off as an
extraordinary item in the accompanying consolidated statements of operations.
The Company also entered into a five-year step-down revolving bank credit
facility agreement which provides for aggregate initial commitments of up to
$115 million.  Aggregate commitments are reduced by $2.5 million per quarter in
1998, by an additional $3.75 million per quarter in 1999, by an additional
$4.375 million per quarter in 2000 and for the first two quarters of 2001, and
$31.875 million per quarter for the final two quarters of the agreement. The
interest rate of the credit facility is a variable rate based on either LIBOR or
a base rate tied to the bank's prime rate.  At September 30, 1997, the interest
rates on the Company's borrowings were 9.75% on base-rate borrowings of $13.5
million, and 7.97 - 8.06% on LIBOR borrowings totaling $56 million. Interest on
base-rate borrowings is payable on a quarterly basis. Interest on LIBOR
borrowings is due at the end of the repayment term, ranging from 30 to 90 days.
Borrowings under the credit facility are secured by substantially all of the
assets of the Company and its subsidiaries. The agreement contains restrictive
covenants regarding the levels of net worth and working capital, the issuance of
additional debt, the compensation of officers, the payment of dividends, capital
expenditures, new capital leases, and the maintenance of certain financial
ratios. At September 30, 1997 there were no retained earnings available for the
payment of dividends.

During the third quarter of 1997, the Company entered into an interest rate cap
agreement with the bank credit facility lender.  The agreement limits the
maximum LIBOR base interest rate to 7% on borrowings of up to $30 million, and
expires on January 31, 1999.  The cost of the agreement was not material to the
Company.

The 10% senior subordinated notes were issued on January 24, 1997, in a private
placement, and were subsequently exchanged and registered with the Securities
and Exchange Commission.  The notes mature in January 2004, and provide for
semiannual interest payments of $4.25 million which began in July 1997.  The
notes are subordinated to borrowings under the credit facility and contain
certain restrictive covenants.

On January 24, 1997, the Company issued a $6,000,000 NOL note to the Business
Trust.  The NOL note does not accrue interest and has a term of fifteen years,
subject to mandatory prepayments as, and to the extent that, the Company
realizes a tax benefit attributable to the utilization of net operating losses
of Loomis Holding Corporation available at the date of the reorganization and
acquisition of Wells Fargo Armored.  The NOL note was discounted at 10% over the
Company's expected period of repayment of the principal.  The Company expects
that its utilization of net operating losses will result in the NOL note being
repaid in full in 1999.

Interest of $2,154,500, and $8,306,900, respectively, was paid during the nine
months ended September 30, 1996 and 1997.
<PAGE>
 
NOTE 3.   LEASES
At September 30, 1997, the scheduled future minimum lease payments under capital
leases are as follows for years ending September 30 (in thousands):
 
       1998                                                  $   793
       1999                                                      489 
       2000                                                      126 
       2001                                                       37 
       2002                                                        5 
                                                             ------- 
       Total minimum lease payments                            1,450 
       Less amount representing interest                         156 
                                                             ------- 
       Present value of capital lease obligations              1,294  
       Less current portion of capital lease obligations         704
                                                             -------
       Long-term capital lease obligations                   $   590
                                                             =======
 
The Company leases various office space and equipment under noncancelable
operating leases expiring on various dates through 2006. The following is a
schedule of future minimum lease payments under noncancelable operating leases
with terms exceeding one year for years ending September 30:

       1998                                       $ 12,536
       1999                                          9,586
       2000                                          6,637
       2001                                          4,425
       2002                                          2,212
       Thereafter                                    1,475
                                                  --------
                                                  $ 36,871
                                                  ========
    
Rent expense was $2,447,000, and $11,980,000, respectively, for the nine months
ended September 30, 1996 and 1997, and $862,000 and $4,428,000, respectively,
for the three months ended September 30, 1996 and 1997.

The Company has certain operating leases which contain (i) rent escalation
clauses, some of which are fixed annual increases with others tied to the
Consumer Price Index and (ii) the passthrough of operating expenses and property
taxes.  In addition, certain leases contain renewal options.
<PAGE>
 
NOTE 4.   PURCHASE OF WELLS FARGO ARMORED SERVICE CORPORATION
On January 24, 1997, the Company purchased certain assets and assumed certain
liabilities of Wells Fargo Armored, a wholly-owned subsidiary of Borg-Warner
Security Corporation.  (See Note 1.)  The acquisition was accounted for using
the purchase method of accounting.  The aggregate purchase price for the assets
acquired and the liabilities assumed was approximately $128,356,000, which
included cash payments of $105,756,000 and the issuance of 4,900,000 shares of
the common stock of the Company. The purchase price has been preliminarily
allocated to the net assets acquired and liabilities assumed.  The purchase
price allocation will be finalized when all fair market value appraisals and
reviews of acquired contracts are completed and severance, relocation and
leasehold abandonment costs are finalized.

The excess of the purchase price over the net tangible assets acquired,
approximately $107,316,000, has been allocated primarily to identifiable
intangible assets (principally $60,000,000 for customer lists, which are being
amortized over 25 years, pending completion of a third party valuation which may
result in an adjustment of the amortization period).  The remaining amount is
being amortized over 40 years.

The balance sheet reflects adjustments to record acquired assets and assumed
liabilities at their fair market values and to conform certain accounting
policies of Wells Fargo Armored to the policies of the Company. Accruals
totalling approximately $5,466,000 have been recorded for costs associated with
consolidating headquarters and branch facilities, related relocation costs and
severance payments, and obligations under noncancelable leases for space,
vehicles and equipment that extend beyond the expected periods of use by the
Company. At September 30, 1997, charges of $1,474,000 have been taken against
these accruals. The Company anticipates charges of $2,000,000 against these
purchase accounting accruals in the next twelve months, all of which will
represent cash outflows. Substantially all reorganization and consolidation
activities are expected to be completed by December 31, 1997.

In connection with the allocation of purchase price to assets and liabilities
acquired from Wells Fargo Armored, the Company reviewed all of the acquired
contracts to determine whether any contracts generated revenues that were less
than the direct variable costs associated with servicing the contracts (e.g.,
payroll and related expense, vehicle expense).  To the extent that the Company
is required to provide services under a contract where direct variable costs
exceed revenues (a "loss contract"), the Company has assumed a liability that
must be recorded at fair value in connection with the purchase price allocation.
The aggregate liability for loss contracts assumed from Wells Fargo Armored is
approximately $7,900,000, against which operating losses on related acquired
loss contracts will be charged.  This represents a revision to the $4,520,000
estimate recorded at June 30, 1997, based on the near completion of extensive
analyses of the contracts during the third quarter.  Charges have been recorded
against the reserve for losses of $7,400,000 during the nine months ended
September 30, 1997.

Concurrent with the acquisition, the Company repaid substantially all of the
long-term obligations of Loomis Holding Corporation, replaced its existing lines
of credit with a $115,000,000 revolving bank credit facility and issued
$85,000,000 of 10% unsecured subordinated notes due in 2004 in a private
placement.  (See Note 2.)

The consolidated statements of operations and cash flows presented for the nine
months ended September 30, 1996 are those of Loomis Holding Corporation,
predecessor to the Company. The statements of operations and cash flows
presented for the nine months ended September 30, 1997 include the transactions
of Loomis Holding Corporation for the twenty-three days before the business
combination on January 24, 1997, and those of the Company for the remainder of
the nine-month period.
<PAGE>
 
NOTE 4.   PURCHASE OF WELLS FARGO ARMORED SERVICE CORPORATION  (CONTINUED)
The pro forma unaudited results of operations for the three and nine month
periods ended September 30, 1996 and September 30, 1997, assuming consummation
of the purchase and the restructuring of the Company's debt and capital
structure as of January 1, 1996, are as follows (in thousands, except per share
data):

<TABLE> 
<CAPTION> 
                                            1996                          1997
                                   ----------------------       -----------------------
                                     Third      Year -to-         Third       Year -to-
                                    Quarter       Date           Quarter         Date
                                   --------     ---------       --------       --------
     <S>                           <C>           <C>             <C>            <C> 
     Revenues                      $94,835      $276,221        $98,551        $288,618
                                   ========     =========       =========      =========   
     Net income (loss)             $  (237)     $    511        $(1,956)       $ (5,122)
                                   ========     =========       =========      =========   
     Net income (loss) per
         common share              $ (0.02)     $   0.05        $ (0.20)       $  (0.51)
                                   ========     =========       =========      =========   
</TABLE> 
The net income (loss) presented above includes pro forma adjustments to (i)
interest expense to reflect the Company's revised capital structure after the
business combination (ii) depreciation and (iii) amortization of goodwill to
reflect the effects of purchase accounting.

NOTE 5.   EMPLOYEE COMPENSATION PLANS
Before the reorganization of Loomis Holding Corporation into the Company,
certain key employees of Loomis Holding Corporation were compensated under a
Management Equity Growth and Appreciation Plan (the MEGA Plan), under which
Loomis Holding Corporation issued participation units representing unfunded,
unsecured, potential rights to receive deferred compensation. The units vested
over a five-year schedule and required the occurrence of a triggering event (as
defined) before they became exercisable.

Upon the reorganization of the Company and the acquisition of Wells Fargo
Armored, the MEGA Plan was terminated and all of its units canceled. The Loomis,
Fargo & Co. Unitholders Option Plan (the Option Plan) was established, under
which options to purchase shares of the Company's common stock were issued to
the holders of units under the MEGA Plan that were substantially equivalent to
the canceled units.  Options under the Option Plan are subject to vesting
requirements and other limitations that are substantially similar to those that
existed with respect to the units under the MEGA Plan.  The Option Plan also
requires a triggering event before the options may be exercised.  A triggering
event is the first to occur of  (i) any sale or disposition of more than
1,250,000 shares of common stock of the Company by the majority shareholder to a
non-affiliate, (ii) any sale or disposition of substantially all of the assets
of the Company to a non-affiliate, (iii) a merger of the Company with or into a
non-affiliated entity, or (iv) a public offering or series of offerings
producing aggregate gross proceeds of at least $100 million.

As of September 30, 1997, there are 623,945 options outstanding under the Option
Plan, 478,804 of which are vested. These shares are exercisable at approximately
$1.96 per share.

On August 15, 1997, the Board of Directors and stockholders of the Company
adopted the Loomis, Fargo & Co. 1997 Stock Option Plan (the Plan), pursuant to
which the Board of Directors (or authorized committee thereof) is authorized to
grant options (the Options) to purchase up to 1,000,000 shares of the Company's
common stock, $0.01 par value (Common Stock), subject to adjustment upon stock
splits, stock dividends, reclassifications and similar changes to the capital
structure of the Company.  Options granted under the Plan may be subject to
vesting requirements and exercisability restrictions as may be determined by the
Board of Directors or authorized committee thereof.
<PAGE>
 
NOTE 5.   EMPLOYEE COMPENSATION PLANS  (CONTINUED)
Upon adoption of the Plan, the Board of Directors granted Options to purchase up
to 665,000 shares of Common Stock (the Initial Stock Options).  The Initial
Stock Options have an exercise price of $7.50 per share.  This exercise price
exceeded the fair value of the stock at the date of grant, therefore no
compensation expense has been recorded.  The Initial Stock Options are
exercisable on the tenth anniversary of the grant date, subject to the
acceleration provisions described below, and expire on the eleventh anniversary
of such grant date.  The exercisability of the Initial Stock Options shall
accelerate as follows:  (i) if, following the date that the Common Stock is
first readily tradeable on a national securities exchange or other market
system, the daily closing price of the Common Stock is equal to or greater than
a scale of prices ranging from $10 to $30 for 80 out of 100 trading days, then a
percentage of the Initial Stock Options shall become exercisable based on such
daily closing prices on a sliding scale from January 24, 1998 to January 24,
2002, (ii) in the event of a Change of Control (as defined in the Plan) prior to
there being a public trading market for the Common Stock, a percentage of the
Initial Stock Option shall become exercisable based upon a $10 to $30 price
range of the weighted average sale price of shares of Common Stock from the date
of grant to the date of the Change of Control, with the remainder (if any) to be
forfeited upon such Change of Control, and (iii) in the event of a Change of
Control  after there is a public trading market for the Common Stock, the
Initial Stock Options shall be exercisable for a percentage equal to the greater
of (x) the then current exercisable percentage of such Initial Stock Option as
set forth in clause (i) above, or (y) the percentage that would become
exercisable upon the occurrence of a Change of Control as set forth in clause
(ii) above.

NOTE 6.   COMMON STOCK
The capital structure of the Company changed with the reorganization of Loomis
Holding Corporation into Loomis, Fargo & Co. and the acquisition of Wells Fargo
Armored on January 24, 1997.  The 3,500,000 outstanding shares of $.01 par value
Loomis Holding Corporation Series 1 Preferred Stock were redeemed out of the
proceeds of the new financing arrangements.  The 2,383,911 outstanding shares of
Class A Loomis Holding Corporation common stock and the 268,794 outstanding
shares of  Class B Loomis Holding Corporation common stock (both having a par
value of $.01 per share) were exchanged for 5,100,000 shares of common stock of
Loomis, Fargo & Co., which were concurrently transferred to a Business Trust
owned by the former stockholders of Loomis Holding Corporation.  (See Note 1.)
Under certain circumstances, shares held by the Business Trust may be provided
subsequent to the exercise of certain stock options.  The remaining 4,900,000
outstanding shares of common stock of the Company were issued to Wells Fargo
Armored as part of the purchase price consideration.

The common stock of the Company consists of one class and has a $.01 par value.
Twenty million shares are authorized, ten million of which are issued and
outstanding as described in the preceding paragraph.  Ten million shares of $.01
preferred stock are authorized, but none have been issued at September 30, 1997.

In 1991 and 1992, warrants were issued to certain lenders and shareholders of
Loomis Holding Corporation to purchase an aggregate of 877,646 shares of
Loomis's Class A Common Stock and 268,794 shares of Loomis's Class B Common
Stock.  On January 23, 1997, all warrant holders exercised their warrants.  The
shares issued upon exercise of the warrants were included in the January 24,
1997 exchange of common stock of Loomis Holding Corporation for common stock of
the Company.

Concurrent with the business combination on January 24, 1997, the non-interest
bearing NOL note described in Note 2, having a discounted value at that date of
approximately $5,342,000, and net cash consideration of approximately $8,737,000
were distributed for the benefit of the shareholders of Loomis Holding
Corporation.
<PAGE>
 
NOTE 7.   NET INCOME (LOSS) PER SHARE
Net income (loss) per share amounts are computed by dividing net income (loss)
available to common stockholders by the weighted average number of common shares
and common stock equivalents outstanding during the period.  Common stock
equivalents include stock options and warrants and are computed under the
treasury stock method.  The numbers of shares outstanding used in the
computation of net income (loss) per share for the nine months ended September
30, 1996 and 1997 were 5,092,171 and 9,586,520, respectively.  For the three
months ended September 30, 1996 and 1997, shares outstanding were 5,092,171 and
10,000,000, respectively.  Earnings per share have been restated retroactively
to reflect the effects of the recapitalization described in Note 6.

In February 1997, the Financial Accounting Standards Board issued Statement No.
128, Earnings per Share, which is required to be adopted on December 31, 1997.
At that time, the Company will be required to change the method currently used
to compute earnings per share and to restate all prior periods.  Under the new
requirements for calculating primary earnings per share, the dilutive effect of
stock options will be excluded.  This change would not impact the net loss per
share of the three and nine months ended September 30, 1997, because the effect
of stock options was antidilutive and therefore excluded from the calculation.
The change in net income per share for the three and nine months ended September
30, 1996 is expected to be immaterial.

NOTE 8.   INCOME TAXES
The Company had a federal net operating loss carryforward of $15,100,000 at
December 31, 1996.  Accordingly, the Company's income tax expense is limited to
the amount resulting from the computation of the alternative minimum tax.
<PAGE>
 
                                    Item 2

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

A comparison of the Company's results of operations for the first nine months of
1997 with Loomis Holding Corporation's results of operations for the first nine
months of 1996 is necessarily focused on the significant difference in the size
of the Company before and after the acquisition of certain assets and
liabilities of Wells Fargo Armored. The audited financial statements of the
separate companies as of December 31, 1996 (which were included in Amendment No.
2 to the Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on June 18, 1997) reflect annual 1996 revenues of Wells
Fargo Armored almost twice as large as those of Loomis Holding Corporation,
property and equipment over twice as large, and net assets three times as large.
While this increase in the Company's size offers potential for future growth and
profitability, the business combination tends to dominate any financial
comparison of periods before and after the combination. Results of operations
and related cash flows for the first nine months of 1997 include 23 days of
Loomis Holding Corporation alone before the combination, and 250 days of
combined operations beginning with the January 24, 1997 closing date. For a
condensed comparison of third quarter and year-to-date operations of 1996 and
1997 on a pro forma basis, as if the companies had been combined for the
entirety of the two periods, see Note 4 to the consolidated financial
statements.

Certain of the matters discussed in this discussion and analysis may constitute
forward-looking statements for purposes of the Securities Exchange Act of 1934
and as such may involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from future results, performance or achievements
expressed or implied by such forward-looking statements.  Factors that could
cause or contribute to such differences include, but are not limited to, risks
and uncertainties relating to leverage and debt service, risks inherent in the
armored transport industry, general marketplace conditions, restrictions imposed
by the bank credit facility, issues concerning continued integration of the
operations of Wells Fargo Armored, the ability to attract and retain qualified
employees, environmental and other regulatory matters and future legal
proceedings.
<PAGE>
 
RESULTS OF OPERATIONS
The following table sets forth Loomis' results of operations expressed as a
percentage of revenue.

<TABLE> 
<CAPTION> 
                                             NINE MONTHS ENDED       THREE MONTHS ENDED
                                               SEPTEMBER 30             SEPTEMBER 30
                                             -------------------     -----------------------
 INCOME STATEMENT DATA:                        1996       1997          1996         1997
                                             --------   --------     ----------    --------- 
<S>                                          <C>         <C>         <C>             <C> 
 Revenues                                       100.0%     100.0%         100.0%       100.0%
 Cost of operations:
  Payroll and related expense                    67.4       60.8           66.2         61.2
  Vehicle expense                                11.4       13.6           11.5         13.9
  Facilities expense                              4.1        4.2            4.1          4.4
  Other operating expenses                       13.9       17.6           13.4         17.1
  Expenses relating to the business
     combination                                    -        1.2              -          0.8
  Gains associated with benefit plans            (1.0)         -              -            -
                                             --------   --------     ----------    ---------   
 Operating income                                 4.2        2.6            4.8          2.6
 Interest expense                                 2.3        4.3            2.2          4.4
                                             --------   --------     ----------    --------- 
 Income (loss) before income taxes
   and extraordinary item                         1.9       (1.7)           2.6         (1.8)
 Income taxes                                     0.1        0.1            0.1          0.2
                                             --------   --------     ----------    --------- 
 Income (loss) before extraordinary item          1.8       (1.8)           2.5         (2.0)
 Extraordinary item (net of provision
    for income taxes)                               -          -              -            -
                                             --------   --------     ----------    --------- 
 Net income (loss)                                1.8%      (1.8)%          2.5%        (2.0)%
                                             ========   ========     ==========    ========= 
</TABLE> 

Nine months ended September 30, 1996 compared with nine months ended September
30, 1997

Revenues.  Revenues increased from $93.9 million for the nine months ended
September 30, 1996 to $273.3 million for the nine months ended September 30,
1997, an increase of $179.4 million or 191.1%, of which $164.2 million is due to
the acquisition of the operations of Wells Fargo Armored.  Excluding the
increase from the acquisition, revenues increased $15.2 million or 16.2% over
the nine months ended September 30, 1996.  The primary reasons for this increase
are the growth in the ATM market and the rate renegotiations discussed below.
The following table analyzes revenues by type of service.
<TABLE> 
<CAPTION> 

                                           Nine Months Ended
                                             September 30
                                           -----------------
                                             1996     1997       Change      Percent
                                           -------  --------   ----------  -----------
                                                    (Dollars in millions)
   <S>                                       <C>      <C>        <C>         <C> 
   Traditional armored transport services  $ 72.0   $ 162.9    $  90.9      126.3%
   ATM Services                              13.9      78.9       65.0      467.6%
   Cash vault and related services            8.0      31.5       23.5      293.8%
                                           -------  --------   ----------
                                           $ 93.9   $ 273.3    $ 179.4      191.1%
                                           =======  ========   ==========
</TABLE> 

Although the business combination caused all of the revenue categories to
increase, the relative percentages of the three types of services changed
significantly.  In the nine months ended September 30, 1996, traditional armored
transport services accounted for 77% of total revenues, with ATM and cash vault
and related services providing 15% and 8%, respectively.  In the nine months
ended September 30, 1997, traditional armored transport services provided 60% of
total revenues, ATM services provided 29% and cash vault and related services
11%.
<PAGE>
 
The significant increase in ATM services revenue reflects both Loomis Holding
Corporation's strategic decision to develop this market segment and the strong
presence of Wells Fargo Armored in the ATM services market.  ATM services have
continued to expand dramatically with additional service opportunities in both
the number of ATM locations and the additional items being dispensed through
ATMs.  The increase in ATMs served has also benefited armored transport and cash
vault revenues as customers often prefer to use one risk management service
provider.  Although the Company's revenues are generally level throughout the
year, revenues vary due to the extent that demand for money increases during the
major holiday seasons.

During the latter part of the second quarter of 1997, the Company started to
convert the acquired Wells Fargo Armored contracts to its improved revenue
management system that identifies those contracts that are inappropriately
priced relative to the cost of service, including changes in existing crew
compliments and employee compensation rate adjustments as discussed below.  As a
result of this review, a substantial number of the Wells Fargo Armored contracts
have been renegotiated at rates significantly higher than those in place at the
date of acquisition.  A majority of contracts will be renegotiated on a planned
schedule through the end of 1997

Payroll and related expense.  Payroll and related expense increased from $63.3
million for the nine months ended September 30, 1996 to $166.3 million for the
nine months ended September 30, 1997, an increase of $103.0 million or 162.7%.
Payroll and related expense as a percent of revenue decreased from 67.4% for the
nine months ended September 30, 1996 to 60.8% for the nine months ended
September 30, 1997.  The increase in payroll and related expense was principally
related to the employee wage base of approximately $89.7 million related to the
acquired Wells Fargo Armored operations.  The remaining increase relates to
growth in the employee base due to crew compliment changes and to improved wages
and fringe benefits to remain competitive in the marketplace.  The decrease of
payroll and related expense as a percentage of revenues reflects the lower wage
rates of the employee base acquired from Wells Fargo Armored during the period
before wage rates were adjusted.  Greater efficiency has also been achieved from
the ongoing consolidation of branches and the reworking of routes, which has
allowed some reduction in personnel.

Vehicle expense.  Vehicle expense increased from $10.7 million for the nine
months ended September 30, 1996 to $37.3 million for the nine months ended
September 30, 1997, an increase of $26.6 million, or 248.6%, of which $22.9
million was related to the fleet acquired from Wells Fargo Armored.  Vehicle
expense as a percent of revenue increased from 11.4% for the nine months ended
September 30, 1996 to 13.6% for the nine months ended September 30, 1997.  The
increase as a percentage of revenues can be attributed to the higher
depreciation and lease expenses of the relatively newer fleet of Wells Fargo
Armored acquired in the business combination, and management's emphasis on
preventive maintenance programs for the acquired fleet. The number of armored
vehicles in active service increased from approximately 950 to approximately
2,800 with the business combination.

Facilities expense.  Facilities expense increased from $3.9 million for the nine
months ended September 30, 1996 to $11.5 million for the nine months ended
September 30, 1997, an increase of $7.6 million, or 194.9%.  Facilities expense
as a percent of revenue slightly increased from 4.1% for the nine months ended
September 30, 1996 to 4.2% for the nine months ended September 30, 1997.  The
$7.6 million increase is related to the increased number of operating sites,
from 69 to 170 sites, and the increased division and corporate facility space
requirements associated with the purchase of Wells Fargo Armored.

Other operating expenses.  Other operating expenses increased from $13.1 million
for the nine months ended September 30, 1996 to $47.9 million for the nine
months ended September 30, 1997, an increase of $34.8 million, or 265.6%.  Other
operating expenses as a percent of revenue increased from 13.9% for the nine
months ended September 30, 1996 to 17.6% for the nine months ended September 30,
1997.  Other operating expenses include such expenses as cargo insurance
premiums and losses, costs of a centralized dispatch center, and the testing,
recruiting and training of employees.  Other operating costs associated with the
facilities acquired from Wells Fargo Armored were approximately $27.6 million.
Additionally, operating expense increased by $2.5 million for the amortization
of intangible assets related to the business combination.  The combined cash-in-
transit insurance premiums and cargo losses totaled $2.7 million and $12.1
million for the nine months ended September 30, 1996 and 1997, respectively,
primarily due to the significant increase in cargo under coverage and the higher
rate of cargo losses at the acquired Wells Fargo Armored facilities.
<PAGE>
 
Expenses relating to the business combination.  Expenses of $3.2 million were
recorded in 1997 for items relating to the purchase of Wells Fargo Armored.
Included are the costs of maintaining the former Wells Fargo Armored corporate
headquarters in Atlanta, temporary personnel and consultants required to convert
the former Wells Fargo Armored systems and branches to the Company's policies
and costs of state registrations and surveys required by the new business
entity.  The Company does not anticipate material additional costs related to
the business combination.

Extraordinary item.  An extraordinary item of $0.1 million was recorded in the
nine months ended September 30, 1997, resulting from the write-off of deferred
financing costs associated with the debt retired in January 1997.

Three months ended September 30, 1996 compared with three months ended September
30, 1997

Revenues.  Revenues increased from $32.3 million for the three months ended
September 30, 1996 to $98.6 million for the three months ended September 30,
1997, an increase of $66.3 million or 205.3%, of which $58.5 million is due to
the acquisition of the assets of Wells Fargo Armored.  Excluding the increase
from the acquisition, revenues increased $7.8 million or 24.1% over the three
months ended September 30, 1996.  The primary reasons for this increase are the
growth in the ATM market and the contract renegotiation discussed below.  The
following table analyzes revenues by type of service.

<TABLE> 
<CAPTION> 
                                           Three Months Ended
                                             September 30
                                           ------------------
                                             1996     1997       Change      Percent
                                           -------  --------   ----------  -----------
                                                    (Dollars in millions)
   <S>                                       <C>      <C>        <C>         <C> 
   Traditional armored transport services  $ 24.1   $  59.5    $  35.4      146.9%
   ATM services                               5.4      27.9       22.5      416.7%
   Cash vault and related services            2.8      11.2        8.4      300.0%
                                           -------  --------   ----------
                                           $ 32.3   $  98.6    $  66.3      205.3%
                                           =======  ========   ==========
</TABLE> 

Although the business combination caused most of the increase in each revenue
category, the relative percentages of the three types of service changed
significantly. In the three months ended September 30, 1996, traditional armored
transport services accounted for 75% of total revenues, with ATM and cash vault
and related services providing 16% and 9%, respectively. In the three months
ended September 30, 1997, armored services provided 60% of total revenues, ATM
provided 28%, and cash vault and related services 12%.

The significant increase in ATM services revenue reflects both Loomis Holding
Corporation's strategic decision to develop this market segment and the strong
presence of Wells Fargo Armored in the ATM services market even before the
combination.  ATM services have continued to expand dramatically with additional
service opportunities in both the number of ATM locations and the additional
items being dispensed through ATMs.  The increase in ATMs served has also
benefited armored transport and cash vault revenues as customers often prefer to
use one risk management service provider.

During the third quarter of 1997, the Company continued the conversion process
of the acquired Wells Fargo Armored contracts to its improved revenue management
system that identifies those contracts that are inappropriately priced relative
to the cost of service, including changes in existing crew compliments and
employee compensation rate adjustments as discussed below. As a result of this
review, a substantial number of the Wells Fargo Armored contracts have been
renegotiated at rates significantly higher than those in place at the date of
acquisition. A majority of contracts will be renegotiated on a planned schedule
through the end of 1997.
<PAGE>
 
Payroll and related expense.  Payroll and related expense increased from $21.4
million for the three months ended September 30, 1996 to $60.3 million for the
three months ended September 30, 1997, an increase of $38.9 million or 181.8%.
Payroll and related expense as a percent of revenue decreased from 66.2% for the
three months ended September 30, 1996 to 61.2% for the three months ended
September 30, 1997.  The increase in payroll and related expense was principally
related to the employee base acquired from Wells Fargo Armored of approximately
$32.6 million.  Additional increases for growth in the employee base for new
business and wage increases totaled approximately $3.6 million. The decrease of
payroll and related expense as a percentage of revenues reflects the lower wage
rates of the employee base acquired from Wells Fargo Armored during the period
before wage rates were adjusted.  Greater efficiency has also been achieved from
the ongoing consolidation of branches and the reworking of routes, which has
allowed some reduction in personnel.

Vehicle expense.  Vehicle expense increased from $3.7 million for the three
months ended September 30, 1996 to $13.7 million for the three months ended
September 30, 1997, an increase of $10.0 million, or 270.3%, of which $8.3
million was related to the fleet acquired from Wells Fargo Armored.  Vehicle
expense as a percent of revenue increased from 11.5% for the three months ended
September 30, 1996 to 13.9% for the three months ended September 30, 1997.  The
increase as a percentage of revenues can be attributed to the higher
depreciation and lease expenses of the relatively newer fleet of Wells Fargo
Armored acquired in the business combination, and management's emphasis on
preventive maintenance programs on the acquired fleet.

Facilities expense.  Facilities expense increased from $1.3 million for the
three months ended September 30, 1996 to $4.3 million for the three months ended
September 30, 1997, an increase of $3.0 million, or 230.8%.  Facilities expense
as a percent of revenue increased from 4.1% for the three months ended September
30, 1996 to 4.4% for the three months ended September 30, 1997.  The $3.0
million increase is related to the increased number of operating sites, from 69
to 170 sites, and the increased division and corporate facility space
requirements associated with the purchase of Wells Fargo Armored.

Other operating expenses.  Other operating expenses increased from $4.3 million
for the three months ended September 30, 1996 to $16.8 million for the three
months ended September 30, 1997, an increase of $12.5 million, or 290.7%.  Other
operating expenses as a percent of revenue increased from 13.4% for the three
months ended September 30, 1996 to 17.1% for the three months ended September
30, 1997.  Other operating expenses include such expenses as cargo insurance
premiums and losses, costs of a centralized dispatch center, and the testing,
recruiting and training of employees.  Other operating costs associated with the
facilities acquired from Wells Fargo Armored were approximately $10.0 million.
Additionally, operating expenses increased by $0.9 million for the amortization
of intangibles related to the business combination.  The combined cash-in-
transit insurance premiums and cargo losses totaled $0.8 million and $3.6
million for the three months ended September 30, 1996 and 1997, respectively,
primarily due to the significant increase in cargo under coverage and the higher
rate of cargo losses at the acquired Wells Fargo Armored facilities.

Expenses relating to the business combination.  Expenses of $0.8 million were
recorded in the third quarter of 1997 for items relating to the purchase of
Wells Fargo Armored.  Included are costs of the former Wells Fargo Armored
corporate headquarters in Atlanta, temporary personnel and consultants required
to convert the former Wells Fargo Armored systems and branches to the Company's
policies and costs of state registrations and surveys required by the new
business entity.  The Company does not anticipate material additional costs
related to the business combination.
<PAGE>
 
LIQUIDITY AND CAPITAL RESOURCES

The Company's liquidity and capital resources changed significantly as a result
of the business reorganization described in Note 1 and the acquisition of Wells
Fargo Armored described in Note 4.  At September 30, 1997 cash and cash
equivalents were $4.5 million.  Changes in cash and cash equivalents are
described in the statements of cash flows, which are summarized below.

<TABLE> 
<CAPTION> 
                                                              Nine Months Ended    
                                                                 September 30      
                                                             --------------------- 
                                                               1996         1997   
                                                             --------     -------- 
     <S>                                                      <C>         <C> 
                                                             (Dollars in millions) 
     Net cash provided by operating activities               $    4.1     $    4.2 
     Net cash used in investing activities                       (2.1)      (110.8) 
     Net cash provided by (used in) financing activities         (1.5)       110.1
                                                             --------     -------- 
     Net increase in cash and cash equivalents               $    0.5     $    3.5
                                                             ========     ======== 
</TABLE> 

In the nine months ended September 30, 1997 cash used in investing activities
was primarily for the acquisition of the assets of Wells Fargo Armored.

Cash provided by financing activities entered into in connection with the
business combination were borrowings of $73.3 million drawn against the
Company's new credit facility, and $85.0 million of senior subordinated notes
sold in a private placement.  Long-term obligations of $26.8 million were
repaid, preferred stock of $3.5 million was redeemed, $8.7 million of cash
distributions were made for the benefit of the stockholders of Loomis Holding
Corporation and $5.4 million of financing costs were paid in connection with the
refinancing of the Company's debt.  Net repayments of $3.8 million have been
made on the credit facility since the business combination.

The Company's balance sheet reflected working capital of $0.5 million at
September 30, 1997. The Company is highly leveraged, with long-term liabilities
comprising 75% of total liabilities and common stockholders' deficit at
September 30, 1997.

An aggressive program is under way to increase billing rates to profitable
levels on all customer contracts. Management expects profitability to be
achieved on all fixed-service contracts once the rate-increase program is
completed.  This expectation may involve certain known and unknown risks,
discussed previously.

The Company's revolving bank credit facility provides initial aggregate
commitments of $115 million through December 1997.  These funds can be borrowed
either for unspecified periods of time at a base rate tied to the bank's prime
rate, or for set periods of time under variable rates tied to LIBOR.  The
facility includes guarantees of letters of credit, of which approximately $13.8
million were outstanding at September 30, 1997.  The agreement includes a step-
down of commitments over the final four years of the facility, as described in
Note 2.  Remaining commitments available under the facility at September 30,
1997 are $31.7 million.

In the nine months ended September 30, 1997, the Company experienced several
material cargo losses.  Significant recoveries have been made on some of the
losses, including substantially all of the largest loss.  All remaining losses
are currently under investigation.  The Company does not expect the losses to
have a material adverse effect on the Company's liquidity or earnings in 1997.
However, such losses could have negative consequences on the Company's insurance
coverage or costs at some future time.  Due to the fact that the Company's
premiums on cash-in-transit insurance are influenced by various factors,
including general market conditions and the Company's risk management
performance in future periods, the Company's management is currently unable to
predict the effect such cargo losses will have on the Company's insurance
coverage or costs when its current policies expire.
<PAGE>
 
By September 1998, total commitments under the agreement will decrease to $107.5
million.  It is anticipated that letters of credit requirements, principally for
casualty liabilities, should not exceed $24 million, leaving $83.5 million in
commitments.  The cash-in-transit insurance currently contains no requirements
for letters of credit.  The Company's management is not certain if requirements
will be added in the future. Management believes that the operating cash flow
and this remaining financing commitment will be more than adequate to fund
future operating needs, capital expenditures, and the anticipated payment of the
NOL note in 1999.  See Note 2 to the financial statements.

Planned capital expenditures for the next twelve months are $12 million, which
will depend largely on the growth rate experienced.  Committed capital
expenditures of $2.2 million cover vehicles, equipment and the upgrading of
facilities.

As discussed in Note 4 to the financial statements, the Company recorded a
liability for contracts acquired from Wells Fargo Armored that generated
revenues less than the Company's variable expenses ("loss contracts").  The
$4,520,000 liability recorded at June 30, 1997 was increased to $7,900,000 as of
September 30, 1997, based on the estimated liability as of the January 24, 1997
acquisition date.  The delay in recognizing the full estimated liability was a
result of the time-consuming process of evaluating acquired contracts to
determine which contracts, if any, represented loss contracts.  Through
September 30, 1997, $7,400,000 has been charged against this liability.  The
remaining liability of $500,000 is expected to be substantially exhausted by the
end of the year.  Management is implementing an aggressive rate-increase program
on all loss contracts to eliminate losses associated with these contracts.
<PAGE>
 
PART II   OTHER INFORMATION

ITEM  4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On August 15, 1997, the stockholders of the Company, pursuant to unanimous
written consent, adopted the Loomis, Fargo & Co. 1997 Stock Option Plan (the
Plan).  All of the holders of the outstanding shares of Common Stock, $0.01 par
value, of the Company entitled to voted thereon voted in favor of adoption of
the Plan.  See Note 5 to the unaudited consolidated financial statements of the
Company.

ITEM  6  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits
    3.1 Certificate of Incorporation of Loomis, Fargo & Co. (Delaware), as 
        amended (1)
    3.2 Bylaws of Loomis, Fargo & Co. (Delaware) (1)
    3.3 Certificate of Incorporation of LFC Holding, as amended (1)
    3.4 Bylaws of LFC Holding, as amended (1)
    3.5 Articles of Incorporation of Loomis, Fargo Texas, as amended (1)
    3.6 Bylaws of Loomis, Fargo Texas, as amended (1)
    3.7 Articles of Incorporation of LFC Armored of Texas Inc., as amended (1)
    3.8 Bylaws of LFC Armored of Texas Inc. (1)
    3.9 Amended and Restated Articles of Incorporation of Loomis, Fargo & Co. of
        Puerto Rico, as amended (1)
   10.1 Loomis, Fargo & Co. 1997 Stock Option Plan*
   27.1 Financial Data Schedule for Loomis, Fargo & Co.*

   *    Filed herewith

   (1) Incorporated by reference to the Registration Statement on Form S-1 (File
       No. 333-24689) of Loomis, Fargo & Co. initially filed with the Securities
       and Exchange Commission on April 7, 1997, as amended.

(b) Reports on Form 8-K
    No reports on Form 8-K were filed by the Company during the quarter for
    which this report is filed.
<PAGE>
 
                                  SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, as 
amended, the registrants have duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                           LOOMIS, FARGO & CO. (DELAWARE)
                                           LFC HOLDING CORPORATION
                                           LOOMIS, FARGO & CO. (TEXAS)
                                           LFC ARMORED OF TEXAS INC.
                                           LOOMIS, FARGO & CO. OF PUERTO
                                            RICO

Date: November 14, 1997                    By: /s/ James K. Jennings, Jr.
                                               --------------------------------
                                               James K. Jennings, Jr.
                                               Executive Vice President and
                                               Chief Financial Officer 
                                               (Principal Financial and
                                               Accounting Officer of the 
                                               Registrants)