<PAGE>   1
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                 AMENDMENT NO. 1

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

                     For the fiscal year ended July 31, 2000
                                               -------------
                                       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 0-8568
                                                 ------

                                  BESTWAY, INC.
                                  -------------
             (Exact name of registrant as specified in its charter)

           Delaware                                              81-0332743
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

 7800 Stemmons Freeway, Suite 320, Dallas, Texas                         75247
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code                (214) 630-6655
                                                   -----------------------------

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

                                                       Name of each exchange on
      Title of each class                                  which registered
            (None)                                              (None)
--------------------------------------------------------------------------------

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

                          Common Stock, $.01 par value
                          ----------------------------
                                (Title of Class)

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

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

         The number of shares of Common Stock, $.01 par value, outstanding at
October 26, 2000, was 1,696,272.

         Bestway, Inc. (the "Company") hereby files this Form 10-K/A to amend
its Annual Report on Form 10-K for the fiscal year ended July 31, 2000 (the
"2000 10-K") filed on October 30, 2000 with the Securities and Exchange
Commission (the "Commission") to add the information required by Part III (Items
10,11,12 and 13) rather than to incorporate such information by reference in the
2000 10-K from the Company's definitive proxy statement for its 2000 Annual
Meeting of Stockholders as the Company had originally intended.


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BESTWAY, INC.                                                        FORM 10-K/A
--------------------------------------------------------------------------------


         Part III of the 2000 10-K is hereby deleted and replaced in its
entirety with the following (All capitalized terms used herein but not defined
herein shall have the meaning assigned to such terms in the 2000 10-K):

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

         The name, age and positions of each of the directors and executive
officers of the Company are listed below.

<TABLE>
<CAPTION>
                 Name                     Age                              Position
                 ----                     ---                              --------

<S>                                        <C>    <C>
Jack E. Meyer                              57     Director and Member of the Audit Committee of the Board
                                                  of Directors

James A. O'Donnell                         48     Director and Member of the Audit Committee of the Board
                                                  of Directors

Bernard J. Hinterlong                      54     Director and Member of the Audit Committee of the Board
                                                  of Directors

R. Brooks Reed                             59     Chairman of the Board and Chief Executive Officer

Teresa A. Sheffield                        40     President and Chief Operating Officer

Beth A. Durrett                            43     Chief Financial Officer and Secretary

Joe R. McElroy                             43     Vice President - Real Estate

Vincent E. Jarbo                           35     Regional Vice President

Rhonda M. Wilson                           42     Regional Vice President
</TABLE>

         Mr. Meyer has served as a director of the Company since 1980. Mr. Meyer
currently manages his personal portfolio. From January 1994 to October 1998 he
was President and Chief Executive Officer of Urologix, Inc.

         Mr. O'Donnell has served as a director of the Company since 1987. Mr.
O'Donnell is currently a partner with the private equity firm of Cravey, Green &
Wahlen and since 1987 has been a general partner of O'Donnell and Masur, LP, a
venture capital investment firm which is a significant stockholder and debt
holder of the Company.

         Mr. Hinterlong has served as a director of the Company since December,
1999. Mr. Hinterlong is currently President of Thomas Conveyor Company. From
1975 to 1986 he held several positions with Continental Screw Conveyor Company.


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BESTWAY, INC.                                                        FORM 10-K/A
--------------------------------------------------------------------------------


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, Continued

         Mr. Reed has served as Chairman of the Board of Directors and Chief
Executive Officer of the Company since 1979. From 1983 to May 1997, Mr. Reed
served as President of the Company. Mr. Reed is also a principal of Phoenix
Partners, Inc., a private investment company engaged in the acquisition and
operation of medium-sized businesses in a variety of industries.

         Ms. Sheffield has served as President and Chief Operating Officer since
May 1997. From July 1992 to May 1997, Ms. Sheffield served as Vice President -
Operations. From February 1988 to July 1992, Ms. Sheffield served in various
capacities with the Company.

         Ms. Durrett has served as Chief Financial Officer since October 1998.
From May 1997 to September 1998, Ms. Durrett served as Senior Vice President -
Finance. From 1987 to May 1997, Ms. Durrett served as Vice President -
Controller and was appointed Secretary in 1991. Ms. Durrett has served in
various capacities with the Company since September 1979.

         Mr. McElroy has served as Vice President - Real Estate since May 1997.
From January 1996 to May 1997, Mr. McElroy served as Director - Real Estate.
Prior to joining the Company, Mr. McElroy was Director of Real Estate for
Drinkard Development, Inc.

         Mr. Jarbo has served as Regional Vice President since February 2000.
From January 1995 to May 1998, Mr. Jarbo served as District Manager and from May
1998 to February 2000, Mr. Jarbo served as Regional Manager. Prior to joining
the Company, Mr. Jarbo was a Store Manager for Rent-A-Center, Inc.

         Ms. Wilson has served as Regional Vice President since February 2000.
From November 1998 to February 2000, Ms. Wilson served as Regional Manager.
Prior to joining the Company, Ms. Wilson was a Market Manager for Rent-A-Center,
Inc from June 1992 to November 1998.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially own
more than 10% of the Company's Common Stock to file reports of ownership and
changes in ownership with the Commission. Executive officers, directors and
greater than 10% beneficial owners are required by Commission regulations to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on a review of the copies of such forms received by the Company and
written representations from certain reporting persons that no other reports
were required for those persons, the Company believes that all Section 16(a)
filing requirements applicable to its executive officers, directors and greater
than 10% beneficial owners were complied with during the fiscal year ended July
31, 2000.


<PAGE>   4

BESTWAY, INC.                                                        FORM 10-K/A
--------------------------------------------------------------------------------


ITEM 11. EXECUTIVE COMPENSATION

         The following Summary Compensation Table shows all cash and other
compensation paid (or to be paid) by the Company for the fiscal years ended July
31, 2000, 1999 and 1998 to the Company's Chief Executive Officer and highest
compensated executive officers for services rendered in all capacities in which
they served during each period whose total annual salary and bonus exceeded
$100,000 in the fiscal year ended July 31, 2000.

<TABLE>
<CAPTION>
                                                                                    Long-Term
                                                                                   Compensation
                                                         Annual Compensation          Awards
                                                      -------------------------    ------------
                                                                                    Restricted
               Name and                     Fiscal      Salary          Bonus          Stock
          Principal Position                 Year        ($)             ($)         Awards($)
          ------------------                ------    ----------     ----------     ----------
<S>                                          <C>      <C>            <C>            <C>
R. Brooks Reed, Chairman  and Chief          2000     $  150,000             --             --
Executive Officer                            1999     $  150,000             --             --
                                             1998     $  150,000             --             --

Teresa A. Sheffield,                         2000     $  150,000     $   79,211             --
President and Chief Operating Officer        1999     $  147,885     $   47,851             --
                                             1998     $  125,000     $   17,203             --

Beth A. Durrett,                             2000     $  127,289     $   24,347             --
Chief Financial Officer and                  1999     $  111,058     $    8,954             --
Secretary                                    1998     $   92,308     $   17,706             --

Joe R. McElroy,                              2000     $  134,000     $   30,998             --
Vice President-Real Estate                   1999     $  122,750     $    3,204             --
                                             1998     $   87,172     $   19,199             --

Vincent E. Jarbo                             2000     $  108,654     $   44,672             --
Regional Vice President                      1999     $   99,206     $   27,912             --
                                             1998     $   64,000     $    7,225             --

Rhonda M. Wilson                             2000     $   98,827     $   10,457             --
Regional Vice President                      1999     $   58,846     $    7,100             --
                                             1998     $       --     $       --             --
</TABLE>


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BESTWAY, INC.                                                        FORM 10-K/A
--------------------------------------------------------------------------------


ITEM 11. EXECUTIVE COMPENSATION, Continued

OPTION GRANTS TABLE

         The following table shows all options granted by the Company for the
fiscal year ended July 31, 2000 to the Company's highest compensated executive
officers listed above: (i) the number of shares covered by such options; (ii)
the percent that such options represented of total options granted to all the
Company's employees during the 2000 fiscal year; (iii) the exercise price, and
(iv) the expiration date.

<TABLE>
<CAPTION>
                                                       Percent of Total
                                                      Options Granted to         Exercise
                                                       Employees in 2000         Price Per        Expiration
           Name               Options Granted             Fiscal Year              Share             Date
           ----               ---------------         ------------------         ---------        ----------

<S>                           <C>                     <C>                       <C>             <C>
R. Brooks Reed                       --                        --                     --              --
Teresa A. Sheffield                  --                        --                     --              --
Beth A. Durrett                      --                        --                     --              --
Joe R. McElroy                       --                        --                     --              --
Vincent E. Jarbo                     --                        --                     --              --
Rhonda M. Wilson                     --                        --                     --              --
</TABLE>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES

         The following table shows for the fiscal year ended July 31, 2000 to
the Company's highest compensated executive officers listed above: (i) the
number of shares of the Company's Common Stock acquired upon exercise of options
during fiscal year 2000; (ii) the aggregate dollar value realized upon exercise;
(iii) the total number of unexercised options held at the end of fiscal year
2000; and (iv) the aggregate dollar value of in-the-money unexercised options
held at the end of fiscal year 2000.

<TABLE>
<CAPTION>
                                                        Number of Unexercised           Value of Unexercised
                                                       Options at 2000 Fiscal          In-the-Money Options at
                          Shares          Value              Year End                  2000 Fiscal Year End(2)
                         Acquired on    Realized    ----------------------------    -----------------------------
         Name           Exercise (#)       ($)      Exercisable    Unexercisable    Exercisable     Unexercisable
         ----           ------------    --------    -----------    -------------    -----------     -------------
<S>                     <C>             <C>         <C>            <C>              <C>             <C>
R. Brooks Reed                --            --             --             --                 --         --
Teresa A. Sheffield           --            --         60,800             --         $   30,400         --
Beth A. Durrett               --            --          8,760          6,280                 --         --
Joe R. McElroy                --            --         17,500          7,500                 --         --
Vincent E. Jarbo              --            --         16,250          3,750         $    7,500         --
Rhonda M. Wilson              --            --          2,500          7,500                 --         --
</TABLE>

(2) Market value of underlying securities at year-end minus the exercise price.


<PAGE>   6

BESTWAY, INC.                                                        FORM 10-K/A
--------------------------------------------------------------------------------


ITEM 11.  EXECUTIVE COMPENSATION, Continued

RETIREMENT SAVINGS PLAN PROGRAM - 401(k) PLAN

         The Company established a Retirement Savings Plan (the "Savings Plan"),
effective as of September 1, 1994, which is intended to qualify under Section
401 (k) of the Internal Revenue Code ("the Code"). Employees who have been
employed with the Company for one year or more are eligible for participation in
the Savings Plan. Employees may elect to reduce up to 15% of their annual
compensation (subject to certain limitations under the Code) by having such
amounts contributed to the Savings Plan. The Board intends to conduct a review
at the end of each fiscal year to determine whether the Company will make any
additional or matching contribution to the Savings Plan. For the year ended July
31, 2000, the Company contributed approximately $145,000 to the Savings Plan.
For the years ended July 31, 1999 and 1998, the Company made no matching
contributions to the Savings Plan. All assets of the Savings Plan are held in
trust.

COMPENSATION OF DIRECTORS

         The Company's policy is to reimburse its directors for travel, lodging
and related expenses incurred on account of attendance at meetings of the Board
of Directors and committees thereof. For their participation in special meetings
of the Board convened by conference telephone call, for services in relation to
any matters adopted by the unanimous written consent of the directors, and for
all the various services rendered, directors, other than those who are employees
or consultants of the Company, receive an annual retainer of $1,200.
Additionally, each director, other than those who are officers or employees of
the Company, receives $500 for each meeting attended. In order to conserve cash,
no fees have been paid in cash to any director since 1988 and from 1984 through
1988, directors received Common Stock of the Company in lieu of fees.
Furthermore, in connection with the 1993 restructuring of the Company, Messrs.
R. Brooks Reed and Jack E. Meyer received 109,658 and 13,271 shares,
respectively, of the Company's Common Stock. The purpose of granting stock to
Messrs. Reed and Meyer was to prevent dilution of their respective ownership
positions in the Company, to provide an incentive to them to build stockholder
value following the restructuring and to compensate them for past service to the
Company, including, but not limited to, their waiver of directors fees and
service as directors without compensation since 1988.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Decisions regarding the compensation of the executive officers of the
Company are made by the Board of Directors. In fiscal year 2000, decisions
concerning the compensation of Ms. Rhonda M. Wilson, Beth A. Durrett, Joe R.
McElroy, Vincent E. Jarbo and Ms. Teresa A. Sheffield were made by the entire
Board of Directors. Decisions concerning the compensation of Mr. R. Brooks Reed
were made by Mr. Jack E. Meyer, Mr. Ben Hinterlong and Mr. James A. O'Donnell.


<PAGE>   7

BESTWAY, INC.                                                        FORM 10-K/A
--------------------------------------------------------------------------------


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information as of November 10,
2000, obtained from information furnished by the persons named below, concerning
the beneficial stock ownership of each person known to the Company who may be
deemed to be the beneficial owner of more than five percent of the Company's
Common Stock, each director of the Company and all directors and executive
officers of the Company as a group. The Company has no other class of equity
securities outstanding other then its Common Stock.

<TABLE>
<CAPTION>
NAME AND ADDRESS                                                AMOUNT AND NATURE OF       PERCENT
OF BENEFICIAL OWNER                                           BENEFICIAL OWNERSHIP(1)     OF CLASS
-------------------                                           -----------------------     --------
<S>                                                           <C>                         <C>
O'Donnell & Masur, LP ("O&M")                                         981,872               57.9%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225

James A. O'Donnell(2)                                                 983,872               58.0%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225

Mark Masur(3)                                                         981,952               57.9%
5949 Sherry Lane, Suite 1450
Dallas, Texas 75225

R. Brooks Reed(4)                                                      58,873                3.5%
7800 Stemmons, Suite 320
Dallas, Texas 75247

Jack E. Meyer                                                          16,203                1.0%
7800 Stemmons, Suite 320
Dallas, Texas 75247

All directors and executive officers                                1,088,103               64.1%
as a group (9 persons)

Robert D. Simons                                                       92,517                5.4%
1473 Omni Blvd.
Mt. Pleasant, SC 29466
</TABLE>

(1)      Except as noted, beneficial ownership consists of sole voting and
         investment power. The inclusion of shares that may be deemed
         beneficially owned herein, however, does not constitute an admission
         that the named stockholders are direct or indirect beneficial owners of
         such shares.


<PAGE>   8

BESTWAY, INC.                                                        FORM 10-K/A
--------------------------------------------------------------------------------


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT,
         Continued

(2)      Mr. O'Donnell has sole voting power and sole investment power with
         respect to 2,000 shares of Common Stock of the Company that he owns
         directly. Mr. O'Donnell by virtue of his being a general partner of O&M
         may be deemed, for purposes of determining beneficial ownership
         pursuant to Rule 13d-3, to own beneficially the 981,872 shares of
         Common Stock owned by O&M.

(3)      Mr. Masur has sole voting power and sole investment power with respect
         to 80 shares of Common Stock of the Company that he owns directly. Mr.
         Masur by virtue of his being a general partner of O&M may be deemed,
         for purposes of determining beneficial ownership pursuant to Rule
         13d-3, to own beneficially the 981,872 shares of Common Stock owned by
         O&M.

(4)      Excludes a total of 71,000 shares of Common Stock of the Company owned
         by Mr. Reed's spouse and adult children which Mr. Reed may be deemed
         beneficially to own.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company is indebted to O&M in the principal amount of $3,000,000.
One of the Company's directors, James A. O'Donnell, is a general partner in O&M.


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BESTWAY, INC.                                                        FORM 10-K/A
--------------------------------------------------------------------------------


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the registrant has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized, on this 28th
day of November, 2000.

                                                BESTWAY, INC.


                                                /s/ Beth A. Durrett
                                                --------------------------------
                                                Beth A. Durrett
                                                Chief Financial Officer
                                                (Duly authorized representative
                                                and principal financial officer)