<PAGE>   1
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 1998

                                       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 1-13894

                                 TRANSPRO, INC.
             (Exact name of Registrant as specified in its charter)

                 DELAWARE                                 34-1807383
       (State or other jurisdiction                    (I.R.S. Employer
    of incorporation or organization)                 Identification No.)

                   100 Gando Drive, New Haven, Connecticut 06513
            (Address of principal executive offices, including zip code)

                                   (203) 401-6450
                (Registrant's telephone number, including area code)

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

      The number of shares of common stock, $.01 par value, outstanding as of
November 12, 1998 was 6,616,260.

Exhibit Index is on page 16 of this report.

                                  Page 1 of 17

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<PAGE>   2
                                    INDEX

<TABLE>
<CAPTION>
                                                                                 Page No.
                                                                                 --------
<S>              <C>                                                             <C>
PART I.          FINANCIAL INFORMATION

       Item 1.   Financial Statements


                 Condensed Consolidated Statements of Income for the three
                 months ended September 30, 1998 and 1997 and the nine months
                 ended September 30, 1998 and 1997.                                3

                 Condensed Consolidated Balance Sheets at September                4
                 30, 1998 and December 31, 1997

                 Condensed Consolidated Statements of Cash Flows for
                 the nine months ended September 30, 1998 and 1997                 5

                 Notes to Condensed Consolidated Financial Statements              6

       Item 2.   Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                              10


PART II.         OTHER INFORMATION

       Item 2.   Changes in Securities and Use of Proceeds                        16

       Item 6.   Exhibits and Reports on Form 8-K                                 16


       Signatures                                                                 17
</TABLE>


                                       2
<PAGE>   3
                          PART I. FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                                 TRANSPRO, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)
(Amounts in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                               SEPTEMBER 30,                    SEPTEMBER 30,
                                                            1998            1997            1998            1997
                                                          --------        --------        --------        --------
<S>                                                       <C>             <C>             <C>             <C>
Sales                                                     $ 68,535        $ 80,181        $184,724        $221,580
Cost of sales                                               52,135          61,025         141,140         167,229
                                                          --------        --------        --------        --------
Gross margin                                                16,400          19,156          43,584          54,351
Selling, general and administrative                         13,587          11,894          37,067          35,093
Plant and business consolidation and closure costs              --           3,052              --           3,959
                                                          --------        --------        --------        --------
Income from operations                                       2,813           4,210           6,517          15,299
Net interest expense                                           971             819           2,466           2,434
                                                          --------        --------        --------        --------
Income before taxes                                          1,842           3,391           4,051          12,865
Provision for income taxes                                     751           1,373           1,653           5,210
                                                          --------        --------        --------        --------
Net  income                                               $  1,091        $  2,018        $  2,398        $  7,655
                                                          ========        ========        ========        ========
Basic earnings per common share                           $   0.17        $   0.31        $   0.37        $   1.17
                                                          ========        ========        ========        ========
Diluted earnings per common share                         $   0.16        $   0.31        $   0.36        $   1.17
                                                          ========        ========        ========        ========
Cash dividends per common share                           $   0.05        $   0.05        $   0.15        $   0.15
                                                          ========        ========        ========        ========
Weighted average common shares - basic                       6,562           6,559           6,561           6,551
                                                          ========        ========        ========        ========
Weighted average common shares and
assumed conversions - diluted                                6,898           6,611           6,676           6,603
                                                          ========        ========        ========        ========
</TABLE>

The EPS effect of plant and business consolidation and closure costs was $0.27
during the third quarter of 1997 and $0.35 during the first nine months of 1997.


        The accompanying notes are an integral part of these statements.


                                       3
<PAGE>   4
                                 TRANSPRO, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)

<TABLE>
<CAPTION>
                                                                                             SEPTEMBER 30,      DECEMBER 31,
                                                                                                 1998              1997
                                                                                              ---------         ---------
                                                                                             (Unaudited)
<S>                                                                                          <C>               <C>
                       ASSETS

Current assets:
   Cash and cash equivalents                                                                  $   3,334         $     593
   Accounts receivable (less allowances of $4,957 and $3,441)                                    39,935            37,506
   Inventories:

      Raw materials                                                                              13,895            15,151
      Work in process                                                                             7,002             7,632
      Finished goods                                                                             39,412            35,752
                                                                                              ---------         ---------
         Total inventories                                                                       60,309            58,535
                                                                                              ---------         ---------

   Deferred income tax benefit                                                                    3,596             3,318
   Other current assets                                                                           1,371             1,984
                                                                                              ---------         ---------
Total current assets                                                                            108,545           101,936
                                                                                              ---------         ---------

Property, plant and equipment                                                                    93,493            87,026
Less accumulated depreciation                                                                    54,995            50,274
                                                                                              ---------         ---------
Net property, plant and equipment                                                                38,498            36,752
                                                                                              ---------         ---------

Goodwill (net of amortization of $286 and $170)                                                   5,685             2,733
Other assets                                                                                      2,952             3,119
                                                                                              ---------         ---------
Total assets                                                                                  $ 155,680         $ 144,540
                                                                                              =========         =========
         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                                           $  12,247         $  13,604
   Current maturities of long-term debt                                                              --             5,000
   Accrued salaries and wages                                                                     5,297             4,310
   Accrued insurance                                                                              4,544             5,817
   Accrued taxes                                                                                  2,690             2,450
   Accrued plant and business consolidation and closure costs                                        --               387
   Other accrued expenses                                                                         6,193             6,903
                                                                                              ---------         ---------
Total current liabilities                                                                        30,971            38,471
                                                                                              ---------         ---------
Long-term liabilities:
   Long-term debt                                                                                47,287            32,838
   Retirement and postretirement obligations                                                      7,046             7,050
   Deferred income taxes                                                                            857               793
   Other liabilities                                                                                 27               373
                                                                                              ---------         ---------
Total liabilities                                                                                86,188            79,525
                                                                                              ---------         ---------

Stockholders' equity:
   Series A Junior participating preferred stock, $ 0.01 par value:
      Authorized: 200,000 shares: issued and outstanding, none at September 30,    
         1998 and December 31, 1997                                                                  --                --
   Series B convertible redeemable preferred stock, $ .01 par value:
      Authorized 30,000 shares; issued 30,000 shares at September 30, 1998 and none at  
         December 31, 1997                                                                           --                --
   Common stock, $.01 par value:                                                                     66                66
       Authorized 17,500,000 shares; issued 6,616,260 shares at September 30, 1998
         and 6,611,460 at December 31, 1997
   Paid-in capital                                                                               55,264            52,227
   Treasury stock at cost,
      72,111 shares at September 30, 1998 and December 31, 1997                                     (26)              (26)
   Unearned compensation                                                                           (309)             (369)
   Retained earnings                                                                             15,973            14,584
   Accumulated other comprehensive income                                                        (1,476)           (1,467)
                                                                                              ---------         ---------
Total stockholders' equity                                                                       69,492            65,015
                                                                                              ---------         ---------
Total liabilities and stockholders' equity                                                    $ 155,680         $ 144,540
                                                                                              =========         =========
</TABLE>

The accompanying notes are an integral part of these statements.

                                       4
<PAGE>   5
                                 TRANSPRO, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)
(Amounts in thousands)

<TABLE>
<CAPTION>
                                                                                            NINE MONTHS ENDED
                                                                                              SEPTEMBER 30,
                                                                                          1998             1997
                                                                                        --------         --------
<S>                                                                                     <C>              <C>
Cash flows from operating activities:
   Net income                                                                           $  2,398         $  7,655
   Adjustments to reconcile net income to net cash provided by
   operating activities:
      Depreciation and amortization                                                        4,762            5,895
      Provision for losses - accounts receivable                                             787            1,097
                                                                                        --------         --------
   Total non-cash adjustments to reconcile net income to net
   cash provided by operating activities                                                   5,549            6,992

   Change in assets and liabilities, net of effects from purchase of Evap, Inc.:
      Accounts receivable                                                                   (421)         (11,210)
      Inventories                                                                            534           (8,675)
      Accounts payable                                                                    (2,036)           3,419
      Accrued expenses                                                                    (1,621)           3,524
      Other                                                                                 (410)             249
                                                                                        --------         --------
   Total change in operating assets and liabilities                                       (3,954)         (12,69)
                                                                                        --------         --------
Cash provided by operating activities                                                      3,993            1,954
                                                                                        --------         --------

Cash flows from investing activities:
   Capital expenditures                                                                   (5,444)          (5,636)
   Sales and retirements of fixed assets                                                      60               39
   Acquisition of Evap, Inc., net of cash acquired                                        (2,921)              --
                                                                                        --------         --------
Cash used in investing activities                                                         (8,305)          (5,597)
                                                                                        --------         --------
Cash flows from financing activities:
   Issuance of  preferred stock                                                               --               --
   Exercise of stock options                                                                  --               24
   Purchase of treasury stock                                                                 --              (26)
   Dividends paid                                                                           (992)            (991)
   Repayments of long-term debt and current maturities of long-term debt                  (4,205)          (3,750)
   Borrowings of long-term debt                                                           12,250            8,750
                                                                                        --------         --------
Cash provided by financing activities                                                      7,053            4,007
                                                                                        --------         --------

Increase in cash and cash equivalents                                                      2,741              364
Cash and cash equivalents:
   Beginning of period                                                                       593              920
                                                                                        --------         --------
   End of period                                                                        $  3,334         $  1,284
                                                                                        ========         ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest                                                                                $  1,991         $  2,406
                                                                                        ========         ========
Taxes  (net of refunds)                                                                 $  1,483         $  4,176
                                                                                        ========         ========

Supplemental schedule of non-cash investing and financing activities:

The Company acquired 100% of the outstanding stock of Evap, Inc. for $3 million
in cash and 30,000 shares of Series B convertible redeemable preferred stock. In
connection with the acquisition, liabilities were assumed as follows:
      Fair value of  assets acquired                                                    $  5,677               --
      Cash paid for the outstanding stock                                               $ (3,000)              --
                                                                                        --------         --------
            Liabilities assumed                                                         $  2,677               --
                                                                                        ========         ========
</TABLE>


         The accompanying notes are an integral part of these statements


                                       5
<PAGE>   6
                                 TRANSPRO, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - THE COMPANY

      TransPro, Inc. (the "Company") is a manufacturer and supplier of heat
transfer components and systems, replacement automotive air conditioning parts
and specialty fabricated metal products for a variety of Aftermarket and OEM
automotive, truck and industrial equipment applications, and performs as a van
upfitter.

NOTE 2 - INTERIM FINANCIAL STATEMENTS

      The condensed consolidated financial information should be read in
conjunction with the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 filed with the Securities and Exchange Commission on
March 30, 1998, including the financial statements and notes thereto included
therein.

      The accompanying unaudited condensed 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. In the opinion of management, all adjustments
considered necessary for a fair presentation of consolidated financial position,
consolidated results of operations and consolidated cash flows have been
included in the accompanying unaudited condensed consolidated financial
statements. All such adjustments are of a normal recurring nature. The December
31, 1997 condensed consolidated balance sheet data was derived from audited
financial statements, but does not include all disclosures required by generally
accepted accounting principles.

NOTE 3 - PLANT AND BUSINESS CONSOLIDATION AND CLOSURE COSTS

In the third quarter and first nine months of 1997, the Company recorded
approximately $3.0 million and $4.0 million, respectively, in plant business
consolidation and closure costs. These charges included the costs to close the
Company's Louisville, Kentucky plant, as a result of Ford's decision to move
production of Crew Cab and Dual Rear Wheel components in-house and the remaining
costs associated with the closure of the New Haven, Connecticut OEM heat
transfer product manufacturing plant and the move of such manufacturing to
Jackson, Mississippi.


                                       6
<PAGE>   7
NOTE 4 - EARNINGS PER SHARE

      The following table sets forth the computation of basic and diluted
earnings per share:

<TABLE>
<CAPTION>
(Amounts in thousands,                              THREE MONTHS ENDED                NINE MONTHS ENDED
except per share data)                                  SEPTEMBER 30,                   SEPTEMBER 30,
                                                   1998            1997            1998            1997
                                                  -------         -------         -------         -------
<S>                                               <C>             <C>             <C>             <C>
Numerator:
Net income                                        $ 1,091         $ 2,018         $ 2,398         $ 7,655
Preferred stock dividends                              15              --              15              --
                                                  -------         -------         -------         -------
   Income available to common stockholders        $ 1,106         $ 2,018         $ 2,413         $ 7,655
                                                  -------         -------         -------         -------

Denominator:
Weighted average common shares                      6,616           6,610           6,615           6,602
Non-vested restricted stock                           (54)            (51)            (54)            (51)
                                                  -------         -------         -------         -------
Denominator for basic earnings per
share - adjusted weighted average
common shares                                       6,562           6,559           6,561           6,551

Dilutive effect of preferred stock                    332              --             111              --
Dilutive effect of stock options
and non-vested restricted stock                         4              52               4              52
                                                  -------         -------         -------         -------

Denominator for diluted earnings
per share - adjusted weighted
average common shares and assumed
conversions                                         6,898           6,611           6,676           6,603
                                                  =======         =======         =======         =======

Basic earnings per share                          $  0.17         $  0.31         $  0.37         $  1.17
                                                  =======         =======         =======         =======
Diluted earnings per share                        $  0.16         $  0.31         $  0.36         $  1.17
                                                  =======         =======         =======         =======
</TABLE>

Stock options and restricted stock aggregating 47,891 shares and 9,710 shares,
respectively, were not included in the diluted earnings per share calculation
for the three and nine month periods ended September 30, 1998 as they were
antidilutive.

NOTE 5 - DEBT

      In July 1998, the Company entered into a Revolving Credit Agreement with
five banking institutions to replace its prior Revolving Credit and Term Loan
Agreement in order to increase the amount of and extend the commitment period
for bank financing. The Revolving Credit Agreement provides for secured
borrowings or the issuance of letters of credit in an aggregate amount not to
exceed $75 million. The Revolving Credit Agreement is secured by a blanket first
perfected security interest in substantially all of the Company's assets plus a
pledge of the stock of the Company's subsidiaries. The Revolving Credit
Agreement expires on July 1, 2003. The security interest in the Company's assets
and the pledge of the Company's subsidiaries' stock are eligible for release
commencing March 31, 1999 if the Company achieves certain senior debt ratings or
if certain financial ratios are met and maintained.

      Available borrowings under the Revolving Credit Agreement are determined
by a borrowing base consisting of the Company's eligible (i) accounts
receivable, (ii) inventory and (iii) fixed assets, as adjusted by an advance
rate. The aggregate amount of borrowings under the Revolving Credit Agreement is
automatically reduced by $0.5 million at the end of each calendar quarter
through June 30, 1999; by


                                       7
<PAGE>   8
$1.25 million at the end of each calendar quarter through June 30, 2000; and by
$1.5 million at the end of each calendar quarter through June 30, 2003. The
Revolving Credit Agreement bears interest at variable rates based, at the
Company's option, on either (a) a Eurodollar loan rate, plus an applicable
margin based upon the ratio of the Company's total funded debt to earnings
before interest, taxes, depreciation and amortization ("EBITDA"), or (b) (i) the
higher of the BankBoston, N. A. base lending rate and (ii) one-half of one
percent above the Federal Funds Effective Rate, as defined, plus an applicable
margin based upon the ratio of the Company's total funded debt to EBITDA. A
commitment fee of .25% or .375% based upon the ratio of the Company's total
funded debt to EBITDA on the average daily unused portion of the Revolving
Credit Agreement is payable quarterly, in arrears. The Revolving Credit
Agreement contains financial covenants which, among other things, require the
maintenance of a minimum tangible net worth and debt service coverage and a
maximum level of debt to EBITDA and debt to net worth, as well as covenants
which place limits on dividend payments in excess of $2.0 million per year and
capital expenditures in excess of 140% of such year's depreciation expense.

NOTE 6 - ACQUISITION

      The Company acquired 100% of the outstanding stock of Evap, Inc. ("Evap")
of Arlington, Texas effective July 31, 1998. Evap is a manufacturer and
distributor of replacement automotive air conditioning parts. Evap's fiscal 1997
sales were $6.6 million. The transaction was structured with an initial purchase
price of $6.0 million at closing, consisting of $3.0 million cash and 30,000
shares of TransPro, Inc. Series B Convertible Redeemable Preferred Stock (the
"Series B Preferred Stock"), with an opportunity for a maximum additional payout
of $3.75 million based upon the future earnings performance of the Evap
business. The acquisition was accounted for as a purchase and goodwill of $3.0
million, which is being amortized over 20 years, was recorded as part of the
transaction. Concurrent with the purchase, the Company repaid $1.7 million of
working capital debt on behalf of Evap. The Series B Preferred Stock has an
initial liquidation preference of $3.0 million. The potential additional payout
based on future earnings will take the form of an increase in the liquidation
preference of the Series B Preferred Stock. The Series B Preferred Stock is
non-transferable; is entitled to cumulative dividends of 2% per annum during the
first year after acquisition, 3.5% per annum during the second year and 5.0% per
annum thereafter. The Series B Preferred Stock is convertible into TransPro
common stock at the rate of 50% on the third anniversary of the acquisition, an
additional 25% on the fourth anniversary and the remaining 25% on the fifth
anniversary; and is redeemable after the fifth anniversary at the liquidation
preference at the time of redemption. The Series B Preferred Stock is
convertible into TransPro common stock based upon the Liquidation Preference and
the market value of TransPro common stock at the time of conversion. The
aggregate number of shares of TransPro common stock to be issued upon conversion
of all the Series B Preferred Stock may not exceed 7% of the total number of
shares of TransPro common stock outstanding, after giving effect to the
conversion. The market value of the TransPro common stock in excess of the 7%
limitation, if any, will be paid in cash.


                                       8
<PAGE>   9
NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS

      In June, 1997, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards No. 131 ("SFAS No. 131"),
"Disclosures about Segments of an Enterprise and Related Information," which
requires that public business enterprises report financial and descriptive
information about reportable operating segments in annual financial statements
and interim financial reports issued to shareholders. Operating segments are
defined as those components of an enterprise about which separate financial
information is available that is regularly used internally by the chief
operating decision maker in evaluating segment performance and in deciding how
to allocate resources to segments. SFAS No. 131 is effective for financial
statements for periods beginning after December 15, 1997, but need not be
applied to interim financial statements in the initial year of its application.
The adoption of SFAS No. 131 will not have a material impact on the financial
position of the Company.

      In February 1998, the FASB issued Statement of Financial Accounting
Standards No. 132 ("SFAS No. 132"), "Employers' Disclosures about Pensions and
Other Postretirement Benefits," which revises employers' disclosure requirements
for pension and other postretirement benefit plans. SFAS No. 132 does not change
the measurement or recognition of those plans. The adoption of SFAS No. 132 will
not have a material impact on the financial position of the Company.

      In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133 ("SFAS No. 133"), "Accounting for Derivative Instruments and Hedging
Activities", effective for fiscal quarters of fiscal years beginning after June
15, 1999. SFAS No. 133 standardizes the accounting for all derivatives. The
adoption of SFAS No. 133 will not have a material impact on the financial
position of the Company.

      In October 1998, the FASB issued Statement of Financial Accounting
Standards No. 134 ("SFAS No. 132"), "Accounting for Mortgage-Backed Securities
Retained after the Securitization of Mortgage Loans Held for Sale by a Mortgage
Banking Enterprise", effective for the first fiscal quarter beginning after
December 15, 1998. SFAS No. 134 concerns the classification of mortgage-backed
securities and other beneficial interests retained after the securitization of
loans held for sale, based on an entities ability and intent to hold such
investments. The adoption of SFAS No. 134 will not have a material impact on the
financial position of the Company.


                                       9
<PAGE>   10
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

OPERATING RESULTS

QUARTER ENDED SEPTEMBER 30, 1998 VERSUS QUARTER ENDED SEPTEMBER 30, 1997

      Net sales for the third quarter of 1998 declined 15% to $68.5 million
compared with $80.2 million in the third quarter of 1997. This decline reflects
the completion in the fourth quarter of 1997 of the Ford Crew Cab/Dual Rear
Wheel program and the Ford order to convert vans for the U. S. Postal Service.
Excluding Crew Cab/Dual Rear Wheel and Ford U. S. Postal Service van conversion
sales from the 1997 third quarter results, total net sales increased 15%.
Aftermarket heat transfer product sales increased 12% due to unit volume gains
in the radiator and heater product lines and the July 31, 1998 acquisition of
Evap, Inc., an Aftermarket air conditioning parts supplier, which contributed
$1.6 million to net sales in the 1998 third quarter. Excluding the Crew Cab/Dual
Rear Wheel and U.S. postal service program order from 1997 results, sales in the
specialty metal fabrication business increased 44%, primarily as a result of
higher van conversion revenues which substantially offset the revenue loss from
the Ford U.S. Postal Service program and reflects, in part, the benefits of the
acquisition in December 1997 of VMS, a Canadian van upfitter. OEM heat transfer
product sales increased 4% due to stronger OEM build rates.

      Gross margins of 23.9% for the third quarter of 1998 were even with those
achieved in the third quarter of 1997, despite the impact of the end of the Crew
Cab/Dual Rear Wheel and Ford U. S. Postal Service programs. Although a higher
proportion of sales in the Aftermarket heat transfer business were to lower
margin customers, margins were modestly higher due to cost savings on heaters
resulting from the move of heater manufacturing to Mexico, lower copper costs
and improved operating efficiencies on higher production volume. Although gross
margins in the OEM heat transfer business were slightly negative in the third
quarter of 1998, they have improved significantly compared with the third
quarter of 1997. Margins in the specialty metal fabrication business improved
due to enhanced operating efficiencies and lower manufacturing costs.

      Selling, general and administrative expenses increased $1.7 million or 4%.
Selling and distribution expenses associated with higher volume and the addition
of several new distribution branches in the Aftermarket heat transfer business,
costs associated with the acquisition of Evap, Inc. and the newly opened
specialty metal fabrication facility in Dallas, TX comprised the majority of the
increase. In the third quarter of 1997, the Company recorded pre-tax plant and
business consolidation and closure costs of $3.1 million related primarily to
the closure of its Louisville, Kentucky plant as a result of Ford's decision to
move the Crew Cab/Dual Rear Wheel programs in-house in late 1997.

      Net interest expense increased $0.2 million in the third quarter of 1998
compared with the third quarter of 1997 as a function of increased debt levels
and a higher effective interest rate in the third quarter of 1998 compared with
the comparable period in 1997.

      The Company's effective tax rate of 40.8% for the third quarter of 1998 is
comprised of the U. S. Federal income tax rate plus the estimated aggregate
effective rate for state and local income taxes. The effective tax rate
increased from 40.5% in the third quarter of 1997 to reflect a higher level of
non-tax deductible expenses.

      Net income for the third quarter of 1998 was $1.1 million, or $0.17 per
basic common share and $0.16 per diluted common share, compared with net income
of $2.0 million, or $0.31 per basic and diluted common share, in the third
quarter of 1997. Before the impact of plant and business consolidation


                                       10
<PAGE>   11
and closure costs, third quarter 1997 net earnings were $3.8 million, or $0.58
per basic and diluted common share.

NINE MONTHS ENDED SEPTEMBER 30, 1998 VERSUS NINE MONTHS ENDED SEPTEMBER 30, 1997

      Net sales for the first nine months of 1998 were $184.7 million versus
$221.6 million for the comparable period in 1997, a decrease of 17%. This
decrease reflects the completion in the fourth quarter of 1997 of the Ford Crew
Cab/Dual Rear Wheel program and the Ford order to convert vans for the U. S.
Postal Service. Excluding sales related to the Crew Cab/Dual Rear Wheel program
and the Ford order to convert vans for the U. S. Postal Service from the 1997
nine-month results, total net sales increased 16%. Sales of Aftermarket heat
transfer products increased 10%, primarily as a result of higher unit volume in
the radiator, heater and condenser product lines and the July 31, 1998
acquisition of Evap, Inc., an Aftermarket air conditioning parts supplier, which
contributed $1.6 million to net sales during the 1998 nine-month period.
Excluding Crew Cab/Dual Rear Wheel and Ford U.S. Postal service sales from 1997
results, specialty metal fabrication product sales increased 65%, primarily due
to van conversion revenues, which increased 150%, substantially offsetting the
revenue loss from the Ford U.S. Postal Service program and reflecting, in part,
the benefits of the acquisition in December 1997 of VMS, a Canadian van
upfitter. Fabricated metal product sales to telecommunications customers
increased 12%. Sales of OEM heat transfer products increased 4%.

      Gross margins in the first nine months of 1998 were 23.6% versus 24.5% for
the first nine months of 1997. The end of the Crew Cab/Dual Rear Wheel and Ford
U. S. Postal Service programs negatively impacted gross margins for the first
nine months. In the Aftermarket heat transfer business, gross margins were
essentially flat compared with the first nine months a year ago. In the
specialty metal fabrication business, gross margins improved due to higher
volumes and improved operating efficiencies. Gross margins in the OEM heat
transfer business during the first nine months of 1998 remained negative, but
improved significantly over 1997 levels.

      Selling, general and administrative expenses for the first nine months of
1998 were $37.1 million versus $35.1 million for the same period in 1997. The
increase of $2.0 million or 6% resulted from an increase in selling and
distribution expenses due to higher volume levels experienced in the Aftermarket
heat transfer business and costs associated with the new specialty metal
fabrication facility in Dallas, TX and Evap, Inc., acquired on July 31, 1998.

      The Company recorded $4.0 million of pre-tax plant and business
consolidation costs in the first nine months of 1997, of which $3.2 million
related to the closure of its Louisville, Kentucky plant as a result of Ford's
decision to move the Crew Cab/Dual Rear Wheel programs in-house in late 1997.
The remaining $0.8 million was associated with consolidation actions in the OEM
and Aftermarket heat transfer businesses.

      Net interest expense was $2.5 million for the first nine months of 1998
compared with $2.4 million in the first nine months of 1997, reflecting higher
borrowings under the Company's credit facility during the first nine months of
1998 compared with the comparable year ago period.

      The Company's effective tax rate of 40.8% for the nine months of 1998 is
comprised of the U. S. Federal income tax rate plus the estimated aggregate
effective rate for state and local income taxes. The effective tax rate
increased from 40.5% for the nine months of 1997 to reflect a higher level of
non-tax deductible expenses.


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<PAGE>   12
      Net income for the first nine months of 1998 was $2.4 million, or $0.37
per basic common share and $0.36 per diluted common share, compared with net
income of $7.7 million, or $1.17 per basic, and diluted common share, in the
first nine months of 1997. Before the impact of plant and business consolidation
and closure costs, net earnings for the first nine months of 1997 were $10.0
million, or $1.52 per basic and diluted common share.

FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES

      In July 1998, the Company entered into a Revolving Credit Agreement with
five banking institutions to replace its prior Revolving Credit and Term Loan
Agreement in order to increase the amount of and extend the commitment period
for bank financing. The Revolving Credit Agreement provides for secured
borrowings or the issuance of letters of credit in an aggregate amount not to
exceed $75 million. The Revolving Credit Agreement is secured by a blanket first
perfected security interest in substantially all of the Company's assets plus a
pledge of the stock of the Company's subsidiaries. The Revolving Credit
Agreement expires on July 1, 2003. The security interest in the Company's assets
and the pledge of the Company's subsidiaries' stock are eligible for release
commencing March 31, 1999 if the Company achieves certain senior debt ratings or
if certain financial ratios are met and maintained.

      Available borrowings under the Revolving Credit Agreement are determined
by a borrowing base consisting of the Company's eligible (i) accounts
receivable, (ii) inventory and (iii) fixed assets, as adjusted by an advance
rate. The aggregate amount of borrowings under the Revolving Credit Agreement is
automatically reduced by $0.5 million at the end of each calendar quarter
through June 30, 1999; by $1.25 million at the end of each calendar quarter
through June 30, 2000; and by $1.5 million at the end of each calendar quarter
through June 30, 2003. The Revolving Credit Agreement bears interest at variable
rates based, at the Company's option, on either (a) a Eurodollar loan rate, plus
an applicable margin based upon the ratio of the Company's total funded debt to
earnings before interest, taxes, depreciation and amortization ("EBITDA"), or
(b) (i) the higher of the BankBoston, N. A. base lending rate and (ii) one-half
of one percent above the Federal Funds Effective Rate, as defined, plus an
applicable margin based upon the ratio of the Company's total funded debt to
EBITDA. A commitment fee of .25% or .375% based upon the ratio of the Company's
total funded debt to EBITDA on the average daily unused portion of the Revolving
Credit Agreement is payable quarterly, in arrears. The Revolving Credit
Agreement contains financial covenants which, among other things, require the
maintenance of a minimum tangible net worth and debt service coverage and a
maximum level of debt to EBITDA and debt to net worth, as well as covenants
which place limits on dividend payments in excess of $2.0 million per year and
capital expenditures in excess of 140% of such year's depreciation expense.

      At September 30, 1998, borrowings totaling $34.3 million were outstanding
under the Revolving Credit Agreement. The Company also has $13 million of
borrowings under floating rate industrial revenue bonds, of which $8.0 million
matures in the year 2010 and $5.0 million matures in the year 2013. The bonds
bear interest based upon a short-term tax-exempt bond index. Outstanding letters
of credit totaled approximately $19.3 million at September 30, 1998. Of the
total letters of credit outstanding, $13.0 million supported borrowings under
floating rate industrial revenue bonds.

      During the first nine months of 1998, the Company generated $4.0 million
of cash from its operations. Net income plus total adjustments to reconcile net
income to net cash provided by operating activities generated $7.9 million of
cash. Inventory decreased $ 0.5 million, reflecting expected reductions after
the second and third quarter peak selling season for Aftermarket heat transfer
products. Accounts


                                       12
<PAGE>   13
receivable increased $ 0.4 million reflecting the higher sales volumes during
the third quarter, offset by a reduction in average collection periods. Cash was
used to reduce accounts payable and accrued expenses by $4.0 million.

      Capital spending during the first nine months of 1998 totaled $5.4
million. The acquisition of Evap, Inc., effective July 31, 1998, required $5.9
million of cash.

      The Company issued 30,000 shares of Series B preferred stock in connection
with the acquisition of Evap, Inc. on July 31, 1998 with an initial liquidation
preference of $3.0 million. The Company also paid cash dividends totaling $1.0
million during the first nine months of 1998. Net borrowings under the Revolving
Credit Agreement to finance the cash requirements of the Company increased by
$8.0 million from December 31, 1997.

      The future liquidity and ordinary capital needs of the Company in the near
term are expected to be met from operations. The Company's working capital
requirements peak during the second and third quarters, reflecting the normal
seasonality of the heat transfer Aftermarket. The Company believes that the
Revolving Credit Agreement, along with cash flow from operations, will be
adequate to meet near term anticipated ordinary capital expenditure and working
capital requirements as well as seasonal working capital requirements. However,
the capital for major growth initiatives may exceed the aggregate amount of
borrowings available under the Revolving Credit Agreement. If this were to
occur, the Company would have to seek additional sources of capital. However, no
assurance can be given that the Company would be successful in securing
additional sources of capital.

IMPACT OF THE YEAR 2000 ISSUE

      The Year 2000 issue results from computer system software using only two
digits rather than four digits to define the applicable year for a transaction.
Such software may not recognize a date identified as "00" or may assume the year
to be 1900 instead of 2000. This may result in system failure or miscalculation
causing disruption of operations, including but not limited to, a temporary
inability to process transactions, send invoices, generate disbursement checks
or engage in similar normal business activities.

      The Company's Year 2000 initiative consists of (i) performing an inventory
of all computer, facility and manufacturing equipment, finished goods and
external business partners which may be Year 2000 sensitive; (ii) assessing that
inventory for Year 2000 compliance; (iii) developing a plan to remediate or
replace non Year 2000 compliant inventory items; and (iv) the implementation of
that plan, including remediation, replacement, testing and contingency
arrangements, as necessary.

      The Company has identified an information systems platform which is Year
2000 compliant and to which the majority of current systems employed by the
Company will be converted. The conversion project began in 1996 and is expected
to be complete by mid-year 1999. Hardware, software and other capitalizable
costs will be capitalized and expensed over the useful life of the system. All
other project costs will be expensed as incurred. The total cost of the Year
2000 project is currently estimated to be $2.5 million, of which $2.0 million is
for capitalizable hardware and software costs. To date, the Company has spent
approximately $1.1 million on this project, of which $0.8 million was for
capitalizable hardware and software costs.

      During 1998, the Company initiated formal communications with its
information technology hardware and software providers, all of its significant
vendors, service providers, lenders and large customers to determine the extent
to which it is vulnerable to the Year 2000 issue externally. The Company
believes that with the completion of its Year 2000 initiatives, as scheduled,
the possibility of


                                       13
<PAGE>   14
significant interruptions of normal operations should be significantly reduced.
However, no assurance can be given that the systems of other companies on which
the Company relies will be Year 2000 compliant on a timely basis, that the Year
2000 systems of other companies will be compatible with the Company's system or
that external Year 2000 issues would not have a material impact on the Company's
operations.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

      In June, 1997, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards No. 131 ("SFAS No. 131"),
"Disclosures about Segments of an Enterprise and Related Information," which
requires that public business enterprises report financial and descriptive
information about reportable operating segments in annual financial statements
and interim financial reports issued to shareholders. Operating segments are
defined as those components of an enterprise about which separate financial
information is available that is regularly used internally by the chief
operating decision maker in evaluating segment performance and in deciding how
to allocate resources to segments. SFAS No. 131 is effective for financial
statements for periods beginning after December 15, 1997, but need not be
applied to interim financial statements in the initial year of its application.
The adoption of SFAS No. 131 will not have a material impact on the financial
position of the Company.

      In February 1998, the FASB issued Statement of Financial Accounting
Standards No. 132 ("SFAS No. 132"), "Employers' Disclosures about Pensions and
Other Postretirement Benefits," which revises employers' disclosure requirements
for pension and other postretirement benefit plans. SFAS No. 132 does not change
the measurement or recognition of those plans. The adoption of SFAS No. 132 will
not have a material impact on the financial position of the Company.

      In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133 ("SFAS No. 133"), "Accounting for Derivative Instruments and Hedging
Activities", effective for fiscal quarters of fiscal years beginning after June
15, 1999. SFAS No. 133 standardizes the accounting for all derivatives. The
adoption of SFAS No. 133 will not have a material impact on the financial
position of the Company.

      In October 1998, the FASB issued Statement of Financial Accounting
Standards No. 134 ("SFAS No. 132"), "Accounting for Mortgage-Backed Securities
Retained after the Securitization of Mortgage Loans Held for Sale by a Mortgage
Banking Enterprise", effective for the first fiscal quarter beginning after
December 15, 1998. SFAS No. 134 concerns the classification of mortgage-backed
securities and other beneficial interests retained after the securitization of
loans held for sale, based on an entities ability and intent to hold such
investments. The adoption of SFAS No. 134 will not have a material impact on the
financial position of the Company.


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<PAGE>   15
FORWARD-LOOKING STATEMENTS - CAUTIONARY FACTORS

      Statements included in Management's Discussion and Analysis of Financial
Condition and Results of Operations which are not historical in nature are
forward-looking statements. Such forward-looking statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. The Company's Annual Report on Form 10-K contains certain detailed factors
that could cause the Company's actual results to materially differ from the
forward-looking statements made by the Company. In particular, statements
relating to the future financial performance of the Company, including the
replacement automotive air conditioning parts business, are subject to business
conditions and growth in the general economy and automotive and truck business,
the impact of competitive products and pricing, changes in customer product mix,
failure to obtain new customers or retain old customers or changes in the
financial stability of customers, changes in the cost of raw materials,
components or finished products and changes in interest rates. Statements
regarding the outlook for the OEM Heat Transfer business, improvements in
manufacturing efficiencies and reduction of costs are subject to a number of
factors, including but not limited to, the ability of management to implement
improvements in workforce efficiencies and the timing of such improvements.
Statements regarding the Company's Year 2000 project are subject to numerous
factors, including but not limited to, the availability and cost of trained
personnel and the ability to effect the timely conversion of all relevant
systems.


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<PAGE>   16
PART II.  OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

The Company acquired 100% of the outstanding stock of Evap, Inc. ("Evap") of
Arlington, Texas effective July 31, 1998. Evap is a manufacturer and distributor
of replacement automotive air conditioning parts. The transaction was structured
with an initial purchase price of $6.0 million at closing, consisting of $3.0
million cash and 30,000 shares of TransPro, Inc. Series B Convertible Redeemable
Preferred Stock (the "Series B Preferred Stock"), with an opportunity for a
maximum additional payout of $3.75 million based upon the future earnings
performance of the Evap business. The Series B Preferred Stock has an initial
liquidation preference of $3.0 million. The potential additional payout based on
future earnings will take the form of an increase in the liquidation preference
of the Series B Preferred Stock. The Series B Preferred Stock is 
non-transferable; is entitled to cumulative dividends of 2% per annum during the
first year after acquisition, 3.5% per annum during the second year and 5.0% per
annum thereafter. The Series B Preferred Stock is convertible into TransPro
common stock at the rate of 50% on the third anniversary of the acquisition, an
additional 25% on the fourth anniversary and the remaining 25% on the fifth
anniversary; and is redeemable after the fifth anniversary at the liquidation
preference at the time of redemption. The Series B Preferred Stock is
convertible into TransPro common stock based upon the Liquidation Preference and
the market value of TransPro common stock at the time of conversion. The
aggregate number of shares of TransPro common stock to be issued upon conversion
of all the Series B Preferred Stock may not exceed 7% of the total number of
shares of TransPro common stock outstanding, after giving effect to the
conversion. The market value of the TransPro common stock in excess of the 7%
limitation, if any, will be paid in cash.

The foregoing transaction was a private transaction not involving a public
offering and was exempt from the registration provisions of the Securities act
of 1933, as amended, pursuant to Section  4(2) thereof. The sale of securities
was without use of an underwriter, and the certificates evidencing shares bear a
restrictive legend permitting the transfer thereof only upon registration of the
shares or an exemption under the Securities Act of 1933, as amended

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a)     Exhibits

(3.1) Certificate of Incorporation of Transpro, Inc., as amended.

(4)   Revolving Credit Agreement between the Company and Bank Boston N.A., as
      agent, and the other lenders named therein.

(27)  Financial Data Schedule

b)    Reports on Form 8-K

There were no reports on Form 8-K filed during the quarter ended September 30,
1998.


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<PAGE>   17
                                   SIGNATURES

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

                               TRANSPRO, INC.
                               (Registrant)

Date: November  12, 1998       By:  /s/  Henry P. McHale
                                    -----------------------------------------
                                    Henry P. McHale
                                    President, Chief Executive Officer
                                    and Director

Date: November  12, 1998       By:  /s/ Timothy E. Coyne
                                    -----------------------------------------
                                    Timothy E. Coyne
                                    Vice President of Finance and Corporate
                                    Controller
                                    (Principal Financial and Accounting Officer)


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