<PAGE>
 
                                 UNITED STATES
                       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 June 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   33-99716


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

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


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

                                 (817) 332-6020
              (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.   [X] Yes   [ ] No
<PAGE>
 
                 AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES
                                        
                               TABLE OF CONTENTS



Part I   FINANCIAL INFORMATION                                     Page
                                                                   ----

   Item 1.  Financial Statements                                     4

   Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of Operations         9


Part II  OTHER INFORMATION

   Item 1.  Legal Proceedings                                       20

   Item 6.  Exhibits and Reports on Form 8-K                        20



                                       i
<PAGE>
 
                         PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

                AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                             (Dollars in thousands)
                                  (Unaudited)



<TABLE>
<CAPTION>
                                                               Three Months Ended          Six Months Ended
                                                                     June 30,                   June 30,
                                                              -------------------------------------------------
                                                               1998*         1997*        1998*         1997*
                                                               -----         -----        -----         -----  
<S>                                                           <C>           <C>          <C>           <C>
Operating revenue                                             $ 75,782      $60,287      $155,288      $115,955
                                                              --------      -------      --------      --------
                                                                                                  
Operating expenses:                                                                               
 Salaries, wages and fringe benefits                            28,531       20,314        58,595        39,530
 Purchased transportation                                       16,752       14,635        34,718        27,644
 Fuel and fuel taxes                                             8,558        7,453        17,957        14,938
 Operating supplies and expenses                                 6,067        4,016        12,801         7,627
 Depreciation and amortization of capital leases                 4,728        4,014        10,057         7,732
 Claims and insurance                                            2,452        2,209         5,493         4,527
 Operating taxes and licenses                                    1,144        1,383         2,798         2,666
 General supplies and expenses                                   3,933        2,874         9,002         5,486
 Building and office equipment rents                               521          471         1,093           933
 Amortization of intangibles                                       567          372         1,133           665
 Gain on disposal of property and equipment                       (361)        (106)         (895)          (60)
 Gain on sale of TBI                                           (12,475)           -       (12,475)            -
 Restructuring charge                                                -        7,184             -         7,184
                                                              --------      -------      --------      --------
    Total operating expenses                                    60,417       64,819       140,277       118,872
                                                              --------      -------      --------      --------
                                                                                                  
Operating income (loss)                                         15,365       (4,532)       15,011        (2,917)
                                                                                                  
Interest expense                                                 5,721        4,778        11,755         9,272
Amortization of financing fees                                     242          147           531           271
Other income, net                                                  (54)         (83)          (88)         (166)
                                                              --------      -------      --------      --------
                                                                                                  
Income (loss) before income taxes                                                                 
 and extraordinary item                                          9,456       (9,374)        2,813       (12,294)
                                                                                                  
Income tax provision (benefit)                                   2,408       (2,889)          216        (4,057)
                                                              --------      -------      --------      --------
                                                                                                  
Income (loss) before extraordinary item                          7,048       (6,485)        2,597        (8,237)
                                                                                                  
Extraordinary item, loss on early retirement of debt,                                             
 net of taxes of  $120                                               -         (243)            -          (243)
                                                              --------      -------      --------      --------
                                                                                                  
    Net income (loss)                                         $  7,048      $(6,728)     $  2,597      $ (8,480)
                                                              ========      =======      ========      ========
</TABLE>


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


          See accompanying notes to consolidated financial statements.

                                       1
<PAGE>
 
                AMERITRUCK DISTRIBUTION CORP.  AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                       (Dollars and shares in thousands)



<TABLE>
<CAPTION>
                                                                   June 30,          December 31,
                                                                    1998                 1997
                                                                    ----                 ----  
                                                                  (Unaudited)
                              ASSETS
<S>                                                                <C>                 <C>
Current assets:
 Cash and cash equivalents                                         $     21            $     21
 Accounts and notes receivable, net                                  39,214              49,017
 Prepaid expenses                                                    17,358              14,782
 Repair parts and supplies                                            2,285               2,123
 Deferred income taxes                                                3,717               3,717
 Other current assets                                                 4,242               5,092
                                                                   --------            --------
       Total current assets                                          66,837              74,752
                                                        
Property and equipment, net                                         102,220             117,774
Goodwill, net                                                        61,747              59,971
Other assets                                                         15,008              11,003
                                                                   --------            --------
       Total assets                                                $245,812            $263,500
                                                                   ========            ========
                                                        
LIABILITIES AND STOCKHOLDERS' DEFICIENCY                
                                                        
Current liabilities:                                    
  Current portion of long-term debt                                $ 24,153            $ 22,534
  Accounts payable and accrued expenses                              26,119              31,735
  Claims and insurance accruals                                       3,815               3,496
  Other current liabilities                                             754                 986
                                                                   --------            --------
       Total current liabilities                                     54,841              58,751
                                                        
Long-term debt                                                      186,863             203,696
Deferred income taxes                                                 4,655               4,410
Other liabilities                                                     6,100               5,887
                                                                   --------            --------
       Total liabilities                                            252,459             272,744
                                                                   --------            --------
                                                        
Commitments and contingencies (Note 6)                  
                                                        
Redeemable preferred stock                                            3,165               3,091
                                                        
Stockholders' equity (deficiency):                      
 Common stock; $.01 par value; 4,230 shares             
   issued and outstanding                                                42                  42
 Additional paid-in capital                                           2,726               2,800
 Loans to stockholders                                               (1,401)             (1,401)
 Accumulated deficit                                                (11,179)            (13,776)
                                                                   --------            --------
                                                        
       Total stockholders' deficiency                                (9,812)            (12,335)
                                                                   --------            --------
       Total liabilities and stockholders' deficiency              $245,812            $263,500
                                                                   ========            ========
</TABLE>



          See accompanying notes to consolidated financial statements.

                                       2
<PAGE>
 
                AMERITRUCK DISTRIBUTION CORP.  AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                             Six Months Ended
                                                                                                 June 30,
                                                                                           --------------------
                                                                                             1998*      1997*
                                                                                             -----      -----  
<S>                                                                                        <C>        <C>
OPERATING ACTIVITIES:                                                               
 Net income (loss)                                                                         $  2,597   $ (8,480)
 Adjustments to reconcile net income (loss) to net cash                                      
  used in operating activities:                                                 
  Depreciation and amortization of capital leases                                            10,057      7,732
  Amortization of intangibles                                                                 1,133        665
  Gain on disposal of property and equipment                                                (13,370)       (60)
  Provision (benefit) for deferred income taxes                                                 216     (4,057)
  Extraordinary item, loss on early retirement of debt, net of taxes                              -        243
  Restructuring charge                                                                            -      7,184
  Restructuring costs paid                                                                     (258)    (1,043)
  Other, net                                                                                 (2,856)    (1,744)
  Changes in current assets and liabilities, net of effects                         
   from acquisitions:                                                               
     Accounts and notes receivable, net                                                       5,126     (1,939)
     Prepaid expenses                                                                        (2,818)      (232)
     Repair parts and supplies                                                                 (207)      (503)
     Other current assets                                                                       871        (32)
     Accounts payable and accrued expenses                                                   (3,524)       (11)
     Claims and insurance accruals                                                             (126)      (712)
     Other current liabilities                                                                 (231)      (137)
                                                                                           --------   --------
      Net cash used in operating activities                                                  (3,390)    (3,126)
                                                                                           --------   --------
                                                                                    
INVESTING ACTIVITIES:                                                               
 Net proceeds from sale of TBI                                                               15,576          -
 Payments for acquisitions                                                                        -    (17,139)
 Purchase of property and equipment                                                          (1,506)    (2,747)
 Proceeds from sale of property and equipment                                                 9,213      4,257
 Other, net                                                                                     323        317
                                                                                           --------   --------
      Net cash provided by (used in) investing activities                                    23,606    (15,312)
                                                                                           --------   --------
                                                                                    
FINANCING ACTIVITIES:                                                               
 Revolving line of credit, net                                                               (2,061)    19,524
 Repayment of long-term debt                                                                (15,703)    (6,525)
 Proceeds from issuance of redeemable preferred stock                                             -      3,000
 Proceeds from issuance of common stock                                                           -      2,000
 Checks in excess of cash balances                                                           (1,416)         -
 Other, net                                                                                  (1,036)      (295)
                                                                                           --------   --------
      Net cash provided by (used in) financing activities                                   (20,216)    17,704
                                                                                           --------   --------
                                                                                    
Net decrease in cash and cash equivalents                                                         -       (734)
Cash and cash equivalents, beginning of period                                                   21        734
                                                                                           --------   --------
Cash and cash equivalents, end of period                                                   $     21   $      -
                                                                                           ========   ========
                                                                                    
Supplemental cash flow information:                                                 
 Cash paid during the period for:                                                   
  Interest                                                                                 $ 11,857   $  9,035
  Income taxes (net of refunds)                                                                  57         39
  Property and equipment financed through capital lease obligations and other debt            2,425      1,241
  Noncash consideration for acquisitions                                                          -      1,000
</TABLE>

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

          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
 
                 AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES
                                        
                   Notes to Consolidated Financial Statements
                                  (Unaudited)



1. ACCOUNTING POLICIES AND INTERIM RESULTS

       The 1997 Annual Report on Form 10-K for AmeriTruck Distribution Corp.
   ("AmeriTruck" or the "Company") and its wholly-owned subsidiaries includes a
   summary of significant accounting policies and should be read in conjunction
   with this Form 10-Q. The statements for the periods presented are condensed
   and do not contain all information required by generally accepted accounting
   principles to be included in a full set of financial statements. In the
   opinion of management, all adjustments (consisting of only normal recurring
   adjustments) necessary to present fairly the financial position as of June
   30, 1998 and December 31, 1997, and the results of operations for the three-
   month and six-month periods ended June 30, 1998 and 1997, and cash flows for
   the six-month periods ended June 30, 1998 and 1997 have been included. The
   results of operations for any interim period are not necessarily indicative
   of the results of operations to be expected for the entire year. Certain
   prior year data has been reclassified to conform to current year
   presentation.

       Separate financial statements of the Company's subsidiaries are not
   included because (a) all of the Company's direct and indirect subsidiaries
   have guaranteed the Company's obligations under the Indenture, dated as of
   November 15, 1995 (the "Indenture"), among the Company, such subsidiaries (in
   such capacity, the "Guarantors"), and The Bank of New York, as Trustee, (b)
   the Guarantors have fully and unconditionally guaranteed the 12 1/4% Senior
   Subordinated Notes due 2005 ("Subordinated Notes") issued under the Indenture
   on a joint and several basis, (c) the Company is a holding company with no
   independent assets or operations other than its investments in the Guarantors
   and (d) the separate financial statements and other disclosures concerning
   the Guarantors are not presented because management has determined that they
   would not be material.

       As of June 30, 1998, the Company's principal subsidiaries were W&L
   Services Corp. ("W&L"), CMS Transportation Services, Inc. ("CMS"), Scales
   Transport Corporation ("Scales"), AmeriTruck Refrigerated Transport, Inc.
   ("ART"), KTL, Inc. ("KTL"), and AmeriTruck Logistics Services, Inc. ("ALS),
   (the "Operating Companies"). Effective January 1998, the Company caused the
   merger of its wholly-owned subsidiaries, J.C. Bangerter & Sons, Inc.
   ("Bangerter"), Lynn Transportation Co., Inc. ("Lynn"), Monfort Transportation
   Company ("Monfort") and Tran-Star, Inc. ("Tran-Star") into ART, with ART as
   the surviving corporation. All significant intercompany accounts and
   transactions have been eliminated.


2. ACQUISITIONS

       In June 1997, AmeriTruck purchased all the outstanding stock of Tran-
   Star, which was owned by Allways Services, Inc. The purchase price of $2.6
   million included $1.6 million in cash and a $1 million note payable. Prior to
   its January 1998 merger into ART, Tran-Star was a carrier of refrigerated and
   non-refrigerated products. Headquartered in Waupaca, Wisconsin, Tran-Star
   operated primarily between the upper midwestern U.S. and the northeast and
   southeast, with terminals in Etters and Wyalusing, Pennsylvania.

       In May 1997, AmeriTruck purchased the capital stock of Monfort and Lynn,
   both subsidiaries of ConAgra, Inc. ("ConAgra"). The purchase price of $15
   million was paid in cash. The Tran-Star, Monfort and Lynn acquisitions were
   accounted for using the purchase method of accounting. Accordingly, the
   purchase price was allocated to the assets acquired and liabilities assumed
   based on their estimated fair values at the date of acquisition. The total
   purchase price including cash, note payable, miscellaneous acquisition costs
   and liabilities assumed was $42.4 million for Tran-Star and $35.8 million for
   Monfort and Lynn. The excess of the purchase price over fair values of the
   net assets acquired has been recorded as goodwill.

                                       4
<PAGE>
 
       Monfort and Lynn operated primarily as in-house carriers for the red-meat
   division of Monfort, Inc., a ConAgra subsidiary, and the poultry and turkey
   divisions of ConAgra Poultry Company, a ConAgra subsidiary. In connection
   with this acquisition, the Company entered into a Transportation Services
   Agreement ("the Original ConAgra Agreement") with subsidiaries of ConAgra.
   Pursuant to the Original ConAgra Agreement, ConAgra subsidiaries had agreed
   to tender freight from Monfort, Inc.'s red-meat division, ConAgra Poultry
   Company's poultry and turkey divisions and Swift-Ekrich, Inc.'s processed
   meats division in designated lanes and minimum annual volumes. The term of
   the Original ConAgra Agreement was four years, with pricing fixed for the
   first two years and adjusted prices in the third and fourth years.

       In July 1998, the Company entered into an Amended and Restated
   Transportation Services Agreement with certain ConAgra subsidiaries (the
   "Amended ConAgra Agreement"). The Amended ConAgra Agreement terminated the
   Original ConAgra Agreement. The Amended ConAgra Agreement has a term of four
   years. The ConAgra subsidiaries and the Company have agreed to use their
   respective good faith efforts to generate at least $20 million in annual
   freight revenues for the Company under the Amended ConAgra Agreement, subject
   to certain conditions, including satisfactory pricing and service
   requirements. In connection with the execution and delivery of the Amended
   ConAgra Agreement, ConAgra paid the Company $10 million, offset by certain
   amounts owed by the Company. After writing off the intangible value assigned
   to the Original ConAgra Agreement in purchase accounting and other related
   amounts, the Company will recognize a gain of approximately $5 million during
   July 1998. Subsequent to entering into the Amended ConAgra Agreement,
   seasonally-adjusted volumes tendered by ConAgra have not been impacted.


3. DISPOSITIONS

       On May 1, 1998, AmeriTruck sold its Thompson Bros., Inc. subsidiary
   ("TBI") to Contract Mail Company for $15.5 million in cash. TBI, having
   transferred its refrigerated customers, assets and business to ART, is
   primarily involved in contract mail carriage. Net proceeds to the Company,
   after payment of certain TBI-related debt and related expenses, were
   approximately $12.5 million.

       The net assets of TBI were approximately $3 million, resulting in a book
   gain on sale of $12.5 million. At the time of sale, TBI's revenue
   attributable to its contract mail carriage and other remaining businesses was
   approximately $13 million on an annualized basis.


4. RESTRUCTURING CHARGE

       With the addition of Tran-Star, Monfort and Lynn to the AmeriTruck
   organization, the Company is currently organized into three operating groups
   to better serve its customers. The AmeriTruck Refrigerated Carrier Group was
   formed to offer regional and nationwide, truckload refrigerated service. This
   new group combined the resources of ART, Bangerter, Tran-Star, Monfort, Lynn
   and the refrigerated operations of TBI. The AmeriTruck Specialized Carrier
   Group was formed to service customers with unique needs in transportation and
   distribution. This group includes W&L, the largest interstate hauler of new
   furniture in the United States, CMS, serving the medical distribution
   industry, Scales, offering regional just-in-time dry van service, and ALS, a
   freight broker. The AmeriTruck Regional LTL Group offers less-than-truckload,
   refrigerated and non-refrigerated service. The lead carrier in this group is
   KTL, offering service to and from the Florida market. The LTL operations of
   Lynn in Nevada and Southern California were integrated into this group.

       In connection with the above reorganization and to eliminate the
   duplicate facility and employee costs related to the acquired entities, the
   Company announced a plan in the second quarter of 1997 to restructure its
   refrigerated carrier group. The Company recorded $7.2 million in
   restructuring costs, which included $2.3 million for employee termination
   costs, $4.2 million for duplicate facility costs, including the impairment of
   certain long-lived assets, and $650,000 of other costs. As of June 30, 1998,
   the Company has remaining liabilities recorded of $175,000 related to the
   restructuring charge. During the first six months of 1998, the Company
   incurred termination costs which exceeded the estimate recorded in connection
   with the 1997 restructuring charge.

                                       5
<PAGE>
 
5. LONG-TERM DEBT

   FINOVA Credit Facility

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

       In May 1998, the Company used the net proceeds from the sale of TBI to
   pay down the FINOVA Credit Facility. The Company also amended the FINOVA
   Credit Facility to increase both the total amount of the FINOVA Credit
   Facility to $62.5 million and the borrowing base availability thereunder (the
   "Second Temporary Overadvance"), in each case for a period not to exceed 120
   days, or September 15, 1998. The amendment to the FINOVA Credit Facility
   provided for the payment of a $160,000 fee in connection with the Second
   Temporary Overadvance. While the Second Temporary Overadvance is outstanding,
   all loans bear interest at a per annum rate equal to either the prime rate
   plus a margin equal to 1.75 percent or the rate of interest offered in the
   London interbank market plus a margin equal to 3.75 percent. The Company also
   pays a monthly unused facility fee and a monthly collateral monitoring fee in
   connection with the FINOVA Credit Facility. The Company anticipates that when
   the Second Temporary Overadvance expires, total availability under the FINOVA
   Credit Facility will decrease by approximately $5 million as a result of the
   advance rate on the appraised value of equipment declining from 75 percent to
   60 percent. This decrease will require a repayment by the Company which,
   based on the Company's borrowing base on August 14, 1998 would be
   approximately $4 million. This decrease in availability will have an adverse
   effect on the Company's liquidity and failure to make this payment would be
   an event of default under the FINOVA Credit Facility. The Company intends to
   raise additional financing or take other actions to improve its liquidity.

       As of June 30, 1998, the Company's borrowing base supported borrowings of
   approximately $62.5 million.   Revolving credit loans under the
   FINOVA Credit Facility were $56.0 million at June 30, 1998. There were also
   $4.5 million in letters of credit outstanding at June 30, 1998, leaving $2.0
   million available for borrowings.

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

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


   Volvo Credit Facilities

       In February 1996, the Company and the Operating Companies then owned by
   the Company entered into a Loan and Security Agreement, a Financing
   Integration Agreement and related documents (collectively, the "Volvo Credit
   Facilities") with Volvo Truck Finance North America, Inc. 

                                       6
<PAGE>
 
   ("Volvo") pursuant to which Volvo has committed, subject to the terms and
   conditions of the Volvo Credit Facilities, to provide (i) a $10 million line
   of credit facility (the "Volvo Line of Credit") to the Company and the
   Operating Companies, and (ii) up to $28 million in purchase money or lease
   financing (the "Equipment Financing Facility") in connection with the
   Operating Companies' acquisition of new tractors and trailers manufactured by
   Volvo GM Heavy Truck Corporation. Borrowings under the Volvo Line of Credit
   are secured by certain specified tractors and trailers of the Company and the
   Operating Companies (which must have a value equal to at least 1.75 times the
   outstanding amount of borrowings under the Volvo Line of Credit) and are
   guaranteed in full by each of the Operating Companies. Borrowings under the
   Volvo Line of Credit bear interest at the prime rate. The Volvo Line of
   Credit contains customary representations and warranties and events of
   default and requires compliance with a number of affirmative and negative
   covenants, including a profitability requirement and a coverage ratio.

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

       At June 30, 1998, borrowings outstanding under the Volvo Line of Credit
   were $7.6 million. This amount will likely decrease as a result of the normal
   periodic appraisal process and expected declines in the value of collateral.
   The outstanding debt balance under the Equipment Financing Facility was $2.0
   million at June 30, 1998; however, the remaining financing under this
   facility was obtained through operating leases.

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


6. COMMITMENTS AND CONTINGENCIES

   Transamerica Lease Facility

       In August 1997, the Company entered into a lease agreement with
   Transamerica Business Credit Corporation ("TBCC") to provide the Company and
   its subsidiaries with an arrangement to lease up to 300 new 1998 model
   tractors (the "TBCC Lease"). The Company has leased all 300 trucks under this
   agreement, and the line used under the TBCC Lease was approximately $22.8
   million. The lease term is 48 months and is subject to a terminal rental
   adjustment clause at the end of the term. The Company treated this lease as
   an operating lease for accounting purposes. Terms of the arrangement were set
   forth in a Master Lease Agreement dated as of August 14, 1997.

   Environmental Matters

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

                                       7
<PAGE>
 
   Other

       The Company is a defendant in legal proceedings considered to be in the
   normal course of business, none of which, singularly or collectively, are
   considered to be material to the financial condition, results of operations
   or liquidity of the Company.


7. OTHER INCOME, NET

       Other income consists of the following (in thousands):

                                  Three Months Ended      Six Months Ended
                                       June 30,               June 30,
                                  ------------------      ----------------
                                   1998        1997        1998      1997
                                   ----        ----        ----      ----     
Interest income                     $52         $85         $79      $127
Miscellaneous, net                    2          (2)          9        39
                                    ---         ---         ---      ----
                                    $54         $83         $88      $166
                                    ===         ===         ===      ====


8. REDEEMABLE PREFERRED AND COMMON STOCK

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

                                       8
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


     The following analysis should be read in conjunction with the consolidated
financial statements included in Item 1 - "Financial Statements."  Results for
the three and six months ended June 30, 1997 include W&L, TBI, Bangerter, CMS,
Scales, ART, KTL, and ALS for the entire periods.  The results for Monfort and
Lynn have been included for one month in 1997.  Results for the three and six
months ended June 30, 1998 include W&L, CMS, Scales, ART, KTL and ALS for the
entire periods.  Effective January 1998, the Bangerter, Monfort, Lynn and Tran-
Star subsidiaries, were merged into ART, with ART as the surviving corporation.
During 1998, TBI was primarily involved in contract mail carriage, after
transferring its refrigerated customers, assets and business to ART.  Results
for the mail carriage operations of TBI have been included through April 1998,
as TBI was sold on May 1, 1998.

     In May 1997, the Company entered into a Transportation Services Agreement
("the Original ConAgra Agreement") with subsidiaries of ConAgra.  Pursuant to
the Original ConAgra Agreement, ConAgra subsidiaries had agreed to tender
freight from Monfort, Inc.'s red-meat division, ConAgra Poultry Company's
poultry and turkey divisions and Swift-Ekrich, Inc.'s processed meats division
in designated lanes and minimum annual volumes. 

     In July 1998, the Company entered into an Amended and Restated
Transportation Services Agreement with certain ConAgra subsidiaries (the
"Amended ConAgra Agreement"). The Amended ConAgra Agreement terminated the
Original ConAgra Agreement. The Amended ConAgra Agreement has a term of four
years. The ConAgra subsidiaries and the Company have agreed to use their
respective good faith efforts to generate at least $20 million in annual freight
revenues for the Company under the Amended ConAgra Agreement, subject to certain
conditions, including satisfactory pricing and service requirements. In
connection with the execution and delivery of the Amended ConAgra Agreement,
ConAgra paid the Company $10 million, offset by certain amounts owed by the
Company. After writing off the intangible value assigned to the Original ConAgra
agreement in purchase accounting and other related amounts, the Company will
recognize a gain of approximately $5 million during July 1998. Subsequent to
entering into the Amended ConAgra Agreement, seasonally-adjusted volumes
tendered by ConAgra have not been impacted.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 1998 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1997

Net Income (Loss)

     For the quarter ended June 30, 1998, the Company had net income of $7.0
million compared with a net loss of $6.7 million for the same period in 1997.
Results for the second quarter of 1998 include the gain on sale of TBI of $12.5
million; whereas, the results for the second quarter of 1997 were negatively
impacted primarily by a $7.2 million charge to restructure the Company's
refrigerated carrier group. The net loss in 1997 includes an extraordinary item,
loss on early retirement of debt of $243,000, net of taxes. This loss related
primarily to the write off of the deferred financing costs with respect to the
Company's prior senior credit facility with NationsBank.

     During 1998, the Company eliminated certain unprofitable business inherited
from the companies acquired in 1997 and downsized its equipment fleet and
workforce. Due to the necessary timing of such actions, the Company eliminated
more revenue in the second quarter of 1998 than overhead expenses, which had a
negative impact on operating results. Results for the second quarter of 1998
also continue to be negatively impacted primarily by costs associated with
transitioning to a common computer system, driver recruitment and training
costs, and increased interest costs.

Revenues

     Second quarter revenues for 1998 were $75.8 million, compared with revenues
of $60.3 million for the second quarter of 1997.  The increase in revenues,
primarily due to the acquisitions of Monfort, Lynn and Tran-Star, was partially
offset by the sale of TBI.

     During the second quarter of 1998, the Original ConAgra Agreement had still
not reached the contractually committed volumes and prices. As a result cash
flow for the second quarter has been negatively impacted.


                                       9
<PAGE>
 
Expenses

     The following table sets forth operating expenses as a percentage of
revenue and the related variance from 1998 to 1997.

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED          
                                                                 JUNE 30,                VARIANCE 
                                                          ---------------------          INCREASE 
                                                           1998            1997         (DECREASE)
                                                           ----            ----         ----------   
<S>                                                       <C>              <C>          <C>
 Salaries, wages and fringe benefits                       37.7 %           33.7%           4.0%
 Purchased transportation                                  22.1             24.2           (2.1)
 Fuel and fuel taxes                                       11.3             12.3           (1.0)
 Operating supplies and expenses                            8.0              6.7            1.3
 Depreciation and amortization of capital leases            6.2              6.7           (0.5)
 Claims and insurance                                       3.2              3.7           (0.5)
 Operating taxes and licenses                               1.5              2.3           (0.8)
 General supplies and expenses                              5.2              4.8            0.4
 Building and office equipment rents                        0.7              0.8           (0.1)
 Amortization of intangibles                                0.8              0.6            0.2
 Gain on disposal of property and equipment                (0.5)            (0.2)          (0.3)
 Gain on sale of TBI                                      (16.5)               -          (16.5)
 Restructuring charge                                         -             11.9          (11.9)
                                                          -----            -----         ------
   Operating Ratio                                         79.7%           107.5%         (27.8)%
                                                          =====            =====         ======
</TABLE>

     Salaries, wages and fringe benefits for the second quarter of 1998
increased 4.0 percentage points as a percent of revenue.  This increase is
primarily due to an increase in driver wages, which occurred because company
drivers were used more extensively and owner operators were used less
extensively than in the second quarter of 1997.  The acquisition of Tran-Star,
which had primarily a company-driver work force, contributed to the increased
usage of company drivers.  Company driver costs are included in salaries, wages
and fringe benefits while owner operator costs are included in purchased
transportation.  The increase is also due to the Company's elimination of
revenue which progressed faster than the elimination of headcount.  While the
Company continues to reduce headcount, separation expenses will preclude any
meaningful decline in salaries and wages during the third quarter of 1998.

     Purchased transportation costs decreased 2.1 percentage points as a percent
of revenue when compared with the second quarter of 1997.  The decrease is due
primarily to the acquisition of Tran-Star at the end of the second quarter of
1997, which had primarily a company-driver work force.  This decrease in
percentage of revenue was partially offset by a higher percentage of equipment
held under operating leases, which resulted in increased equipment rents.  This
increase in equipment rents is expected to continue as the Company finances new
equipment purchases primarily with operating leases.

     Fuel and fuel taxes for the second quarter of 1998 decreased 1.0 percentage
points as a percent of revenue when compared with the second quarter of 1997.
This decrease is primarily due to lower fuel prices during the second quarter of
1998.  The decrease was partially offset by a higher percentage of fuel being
purchased by the Company versus owner operators, as a result of the Tran-Star
acquisition adding primarily a company-driver work force.

     Operating supplies and expenses increased 1.3 percentage points as a
percent of revenue during the second quarter of 1998.  This increase is
primarily due to the acquisitions of Monfort, Lynn and Tran-Star which
contributed to higher outside service costs for trailer positioning and
load/unloading services.  Some of these outside services are being transitioned
to company employees.

     Depreciation and amortization of capital leases decreased 0.5 percentage
points as a percent of revenue when compared with the second quarter of 1997.
This decrease is due to the acquisition of new tractors through operating
leases.

                                      10
<PAGE>
 
     Claims and insurance expenses for the second quarter of 1998 decreased 0.5
percentage points as a percentage of revenue when compared with the second
quarter of 1997.  This decrease is primarily due to a more favorable claims
experience as well as cost savings in purchasing insurance on a combined basis.

     Operating taxes and licenses for the second quarter of 1998 decreased 0.8
percentage points as a percent of revenue when compared with the second quarter
of 1997 primarily due to a decrease in fuel taxes. Lower fleet licensing expense
also contributed to this decrease.

     General supplies and expenses for the second quarter of 1998 increased 0.4
percentage points as a percent of revenue when compared with the same period in
1997.  The increase is primarily attributable to added costs for system and
mobile communications, which the Company anticipates should be partially offset
in the future by improved operating efficiencies, although no assurances can be
made in this regard.  This increase is also due to increased driver recruitment
and training costs, primarily attributable to increased driver turnover.

     During the second quarter of 1998, TBI was sold to Contract Mail Company
for $15.5 million in cash. TBI, having transferred its refrigerated customers,
assets and business to ART, is primarily involved in contract mail carriage. Net
proceeds to the Company, after payment of certain TBI-related debt and related
expenses, were approximately $12.5 million. The net assets of TBI were
approximately $3 million, resulting in a book gain on sale of $12.5 million. At
the time of sale, TBI's revenue attributable to its contract mail carriage and
other remaining businesses was approximately $13 million on an annualized basis.

     In connection with AmeriTruck's plans to organize into three operating
groups and to eliminate the duplicate facility and employee costs related to the
acquired entities, the Company announced a plan in the second quarter of 1997 to
restructure its refrigerated carrier group. The Company recorded $7.2 million in
restructuring costs, which included $2.3 million for employee termination costs,
$4.2 million for duplicate facility costs, including the impairment of certain
long-lived assets, and $650,000 of other costs. See Notes to Consolidated
Financial StatementsNote 4. Restructuring Charge. During the second quarter of
1998, the Company incurred termination costs which exceeded the estimate
recorded in connection with the 1997 restructuring charge.

     Interest expense increased $943,000 for the quarter ended June 30, 1998
over the same period in 1997.  Interest on the revolving lines of credit, which
were used to fund acquisitions, were the primary contributors to this increase.


SIX MONTHS ENDED JUNE 30, 1998 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1997

Net Income (Loss)

     For the six months ended June 30,1998, the Company had net income of $2.6
million compared with a net loss of $8.5 million for the same period in 1997.
Results for the first six months of 1998 include the gain on sale of TBI of
$12.5 million; whereas, the results for the first six months of 1997 were
negatively impacted primarily by a $7.2 million charge to restructure the
Company's refrigerated carrier group. The net loss in 1997 includes an
extraordinary item, loss on early retirement of debt of $243,000, net of taxes.
This loss related primarily to the write off of the deferred financing costs
with respect to the Company's prior senior credit facility with NationsBank.

     During 1998, the Company eliminated certain unprofitable business inherited
from the companies acquired in 1997 and downsized its equipment fleet and
workforce. Due to the necessary timing of such actions, the Company eliminated
more revenue in the first six months of 1998 than overhead expenses, which had a
negative impact on operating results. Results for the first six months of 1998
also continue to be negatively impacted primarily by costs associated with
transitioning to a common computer system, driver recruitment and training
costs, and increased interest costs.

                                      11
<PAGE>
 
Revenues

     Revenues for the first six months of 1998 were $155.3 million, compared
with revenues of $116.0 million for the first six months of 1997. The increase
in revenues, primarily due to the acquisitions of Monfort, Lynn and Tran-Star,
was partially offset by the sale of TBI.

     During the first six months of 1998, the Original ConAgra Agreement had
still not reached the contractually committed volumes and prices. As a result
cash flow for the first six months has been negatively impacted.

Expenses

     The following table sets forth operating expenses as a percentage of
revenue and the related
variance from 1998 to 1997.
<TABLE>
<CAPTION>
                                                             SIX MONTHS ENDED            
                                                                 JUNE 30,              VARIANCE 
                                                            ------------------         INCREASE  
                                                             1998        1997         (DECREASE)
                                                             ----        ----         ---------    
<S>                                                          <C>         <C>          <C>
 Salaries, wages and fringe benefits                         37.7%       34.1%           3.6%
 Purchased transportation                                    22.4        23.8           (1.4)
 Fuel and fuel taxes                                         11.6        12.9           (1.3)
 Operating supplies and expenses                              8.2         6.6            1.6
 Depreciation and amortization of capital leases              6.5         6.7           (0.2)
 Claims and insurance                                         3.5         3.9           (0.4)
 Operating taxes and licenses                                 1.8         2.3           (0.5)
 General supplies and expenses                                5.8         4.7            1.1
 Building and office equipment rents                          0.7         0.8           (0.1)
 Amortization of intangibles                                  0.7         0.6            0.1
 Gain on disposal of property and equipment                  (0.6)       (0.1)          (0.5)
 Gain on sale of TBI                                         (8.0)          -           (8.0)
 Restructuring charge                                           -         6.2           (6.2)
                                                             ----       -----         ------
      Operating Ratio                                        90.3%      102.5%         (12.2)%
                                                             ====       =====         ======
</TABLE>


     Salaries, wages and fringe benefits for the first six months of 1998
increased 3.6 percentage points as a percent of revenue. This increase is
primarily due to an increase in driver wages, which occurred because company
drivers were used more extensively and owner operators were used less
extensively than in the first six months of 1997.  The acquisition of Tran-Star,
which had primarily a company-driver work force, contributed to the increased
usage of company drivers.  Company driver costs are included in salaries, wages
and fringe benefits while owner operator costs are included in purchased
transportation.  The increase is also due to the Company's elimination of
revenue which progressed faster 

                                      12
<PAGE>
 
than the elimination of headcount. While the Company continues to reduce
headcount, separation expenses will preclude any meaningful decline in salaries
and wages during the third quarter of 1998.

     Purchased transportation costs decreased 1.4 percentage points as a percent
of revenue when compared with the first six months of 1997. The decrease is due
primarily to the acquisition of Tran-Star at the end of the second quarter of
1997, which had primarily a company-driver work force.  This decrease in
percentage of revenue was partially offset by a higher percentage of equipment
held under operating leases, which resulted in increased equipment rents.  This
increase in equipment rents is expected to continue as the Company finances new
equipment purchases primarily with operating leases.

     Fuel and fuel taxes decreased 1.3 percentage points as a percent of revenue
when compared with the first six months of 1997. This decrease is primarily due
to lower fuel prices during the first six months of 1998.  The decrease was
partially offset by a higher percentage of fuel being purchased by the Company
versus owner operators, as a result of the Tran-Star acquisition adding
primarily a company-driver work force.

     Operating supplies and expenses increased 1.6 percentage points as a
percent of revenue when compared with the first six months of 1997. This
increase is primarily due to the acquisitions of Monfort, Lynn and Tran-Star
which contributed to higher outside service costs for trailer positioning and
load/unloading services.  Some of these outside services are being transitioned
to company employees.

     Depreciation and amortization of capital leases decreased 0.2 percentage
points as a percent of revenue when compared with the first six months of 1997.
This decrease is due to the acquisition of new tractors through operating
leases.  This decrease is partially offset by depreciation expense attributable
to the purchase of new computer equipment used in the consolidation of the
Company's computer systems.

     Claims and insurance expenses for the six months of 1998 decreased 0.4
percentage points as a percent of revenue when compared with the six months of
1997. This decrease is primarily due to a more favorable claims experience as
well as cost savings in purchasing insurance on a combined basis.

     Operating taxes and licenses for the first six months of 1998 decreased 0.5
percentage points as a percent of revenue when compared with the first six
months of 1997 primarily due to a decrease in fuel taxes. Lower fleet licensing
expense also contributed to this decrease.

     General supplies and expenses for the first six months of 1998 increased
1.1 percentage points as a percent of revenue when compared with the same period
in 1997. The increase is primarily attributable to added costs for system and
mobile communications, which the Company anticipates should be partially offset
in the future by improved operating efficiencies, although no assurances can be
made in this regard. This increase is also due to increased driver recruitment
and training costs, primarily attributable to increased driver turnover.

     During the second quarter of 1998, TBI was sold to Contract Mail Company
for $15.5 million in cash. TBI, having transferred its refrigerated customers,
assets and business to ART, is primarily involved in contract mail carriage. Net
proceeds to the Company, after payment of certain TBI-related debt and related
expenses, were approximately $12.5 million. The net assets of TBI were
approximately $3 million, resulting in a book gain on sale of $12.5 million. At
the time of sale, TBI's revenue attributable to its contract mail carriage and
other remaining businesses was approximately $13 million on an annualized basis.

     In connection with AmeriTruck's plans to organize into three operating
groups and to eliminate the duplicate facility and employee costs related to the
acquired entities, the Company announced a plan in the second quarter of 1997 to
restructure its refrigerated carrier group. The Company recorded $7.2 million in
restructuring costs, which included $2.3 million for employee termination costs,
$4.2 million for duplicate facility costs, including the impairment of certain
long-lived assets, and $650,000 of other costs. See Notes to Consolidated
Financial StatementsNote 4. Restructuring Charge. During the first six months of
1998, the Company incurred termination costs which exceeded the estimate
recorded in connection with the 1997 restructuring charge.

                                      13
<PAGE>
 
     Interest expense increased $2.5 million for the six months ended June 30,
1998 over the same period in 1997. Interest on the revolving lines of credit,
which were used to fund acquisitions, were the primary contributors to this
increase.


CONTINGENCIES

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

     The Company is a defendant in legal proceedings considered to be in the
normal course of business, none of which, singularly or collectively, are
considered to be material to the financial condition, results of operations or
liquidity of the Company.


LIQUIDITY AND CAPITAL RESOURCES

     Net cash used in operating activities for the six months ended June 30,
1998 and 1997 was $3.4 million and $3.1 million, respectively. The increase in
cash used in operating activities of $264,000 was primarily attributable to the
decrease in the net income from operations, excluding the impact for
depreciation and amortization, the gain on sale of TBI in 1998, the
restructuring charge recorded in 1997 and the related deferred taxes, and a
change from December to June in the timing of license plate purchases for
equipment.

During the first six months of 1998, the Original ConAgra Agreement had still
not reached the contractually committed volumes and prices. As a result cash
flow for the first six months has been negatively impacted.

     On May 1, 1998, AmeriTruck sold TBI to Contract Mail Company for $15.5
million in cash. TBI, having transferred its refrigerated customers, assets and
business to ART, is primarily involved in contract mail carriage. Net proceeds
to the Company, after payment of certain TBI-related debt and related expenses,
were approximately $12.5 million. The net assets of TBI were approximately $3
million, resulting in a book gain on sale of $12.5 million. At the time of sale,
TBI's revenue attributable to its contract mail carriage and other remaining
businesses was approximately $13 million on an annualized basis.

     The Company's current business plan indicates that it will need additional
financing to pay down the temporary extension of credit by FINOVA and carry out
its current business strategy. Accordingly, the Company 

                                      14
<PAGE>
 
intends to raise additional financing in 1998, which may include a refinancing 
of the FINOVA Credit Facility. In the event that the Company does not raise
additional financing, sell excess or nonstrategic assets or renegotiate the
terms of existing debt agreements, the Company may be in default of one or more
of its debt agreements. Management believes that borrowings available under its
credit facilities, additional equity, additional financing, asset sales and/or
renegotiation of terms of existing debt agreements should be sufficient to cover
anticipated future cash needs.


Redeemable Preferred and Common Stock

     In May 1997, the Company issued 3,000 shares of Series A Redeemable
Preferred Stock and 727,272 shares of Common Stock with warrants to certain
existing stockholders, directors and executive officers of the Company. The
issuance was made in conjunction with the 1997 acquisitions and gross proceeds
which totaled $5 million. See Notes to Consolidated Financial Statements-Note 8.
Redeemable Preferred and Common Stock.


FINOVA Credit Facility

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

     In May 1998, the Company used the net proceeds from the sale of TBI to pay
down the FINOVA Credit Facility. The Company also amended the FINOVA Credit
Facility to increase both the total amount of the FINOVA Credit Facility to
$62.5 million and the borrowing base availability thereunder (the "Second
Temporary Overadvance"), in each case for a period not to exceed 120 days, or
September 15, 1998. The amendment to the FINOVA Credit Facility provided for the
payment of a $160,000 fee in connection with the Second Temporary Overadvance.
While the Second Temporary Overadvance is outstanding, all loans bear interest
at a per annum rate equal to either the prime rate plus a margin equal to 1.75
percent or the rate of interest offered in the London interbank market plus a
margin equal to 3.75 percent. The Company also pays a monthly unused facility
fee and a monthly collateral monitoring fee in connection with the FINOVA Credit
Facility. The Company anticipates that when the Second Temporary Overadvance
expires, total availability under the FINOVA Credit Facility will decrease by
approximately $5 million as a result of the advance rate on the appraised value
of equipment declining from 75 percent to 60 percent. This decrease will require
a repayment by the Company which, based on the Company's borrowing base on 
August 14, 1998 would be approximately $4 million.  This decrease in 
availability will have an adverse effect on the Company's liquidity and failure 
to make this payment would be an event of default under the FINOVA Credit 
Facility.  As discussed above, the Company intends to raise additional financing
or take other actions to improve its liquidity.

     As of June 30, 1998, the Company's borrowing base supported borrowings of
approximately $62.5 million. Revolving credit loans under the FINOVA Credit
Facility were $56.0 million at June 30, 1998. There were also $4.5 million in
letters of credit outstanding at June 30, 1998, leaving $2.0 million available
for borrowings.

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

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

                                      15
<PAGE>

Volvo Credit Facilities

     In February 1996, the Company and the Operating Companies then owned by the
Company entered into a Loan and Security Agreement, a Financing Integration
Agreement and related documents (collectively, the "Volvo Credit Facilities")
with Volvo Truck Finance North America, Inc. ("Volvo") pursuant to which Volvo
has committed, subject to the terms and conditions of the Volvo Credit
Facilities, to provide (i) a $10 million line of credit facility (the "Volvo
Line of Credit") to the Company and the Operating Companies, and (ii) up to $28
million in purchase money or lease financing (the "Equipment Financing
Facility") in connection with the Operating Companies' acquisition of new
tractors and trailers manufactured by Volvo GM Heavy Truck Corporation.
Borrowings under the Volvo Line of Credit are secured by certain specified
tractors and trailers of the Company and the Operating Companies (which must
have a value equal to at least 1.75 times the outstanding amount of borrowings
under the Volvo Line of Credit) and are guaranteed in full by each of the
Operating Companies.  Borrowings under the Volvo Line of Credit bear interest at
the prime rate.  The Volvo Line of Credit contains customary representations and
warranties and events of default and requires compliance with a number of
affirmative and negative covenants, including a profitability requirement and a
coverage ratio.

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

     At June 30, 1998, borrowings outstanding under the Volvo Line of Credit
were $7.6 million. This amount will likely decrease as a result of the normal
periodic appraisal process and expected declines in the value of collateral. The
outstanding debt balance under the Equipment Financing Facility was $2.0 million
at June 30, 1998; however, the remaining financing under this facility was
obtained through operating leases.

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

Transamerica Lease Facility

     In August 1997, the Company entered into a lease agreement with
Transamerica Business Credit Corporation ("TBCC") to provide the Company and its
subsidiaries with an arrangement to lease up to 300 new 1998 model tractors (the
"TBCC Lease"). The Company has leased all 300 trucks under this agreement, and
the line used under the TBCC Lease was approximately $22.8 million. The lease
term is 48 months and is subject to a terminal rental adjustment clause at the
end of the term. The Company treated this lease as an operating lease for
accounting purposes. Terms of the arrangement were set forth in a Master Lease
Agreement dated as of August 14, 1997.

Capital  Expenditures and Resources

     The Company had proceeds from property and equipment dispositions in excess
of capital expenditures of $7.7 million for the six months ended June 30, 1998
compared with $1.5 million for the six months ended June 30, 1997.  During the
first six months of 1998 and 1997, the Company's acquisition of new tractors and
trailers to replace older equipment were primarily financed through operating
leases.

                                      16
<PAGE>
 
     During the second half of 1998 and the first half of 1999, the Company
plans to purchase approximately 350 to 400 new trucks, to replace existing
tractors. While final arrangements have not been made, these equipment purchases
and commitments will likely be financed primarily with operating leases.

     In June 1997, AmeriTruck purchased all the outstanding stock of Tran-Star,
Inc. ("Tran-Star"), which was owned by Allways Services, Inc.  The purchase
price of $2.6 million included $1.6 million in cash and a $1 million note
payable.  Prior to its January 1998 merger into ART, Tran-Star was a carrier of
refrigerated and non-refrigerated products.  Headquartered in Waupaca,
Wisconsin, Tran-Star operated primarily in between the upper midwestern U.S. and
the northeast and southeast, with terminals in Etters and Wyalusing,
Pennsylvania.

     In May 1997, AmeriTruck purchased the capital stock of Monfort and Lynn,
both subsidiaries of ConAgra, Inc. ("ConAgra"). The purchase price of $15
million was paid in cash. The Tran-Star, Monfort and Lynn acquisitions were
accounted for using the purchase method of accounting. Accordingly, the purchase
price was allocated to the assets acquired and liabilities assumed based on
their estimated fair values at the date of acquisition. The total purchase price
including cash, note payable, miscellaneous acquisition costs and liabilities
assumed was $42.4 million for Tran-Star and $35.8 million for Monfort and Lynn.
The excess of the purchase price over fair values of the net assets acquired has
been recorded as goodwill.


                                      17
<PAGE>
 
     The Company is a holding company with no operations of its own. The
Company's ability to make required interest payments on the Subordinated Notes
depends on its ability to receive funds from the Operating Companies. The
Company, at its discretion, controls the receipt of dividends or other payments
from the Operating Companies.


OTHER MATTERS

Inflation and Fuel Costs

     Inflation can be expected to have an impact on the Company's earnings.
Extended periods of escalating costs or fuel price increases without
compensating freight rate increases would adversely affect the Company's results
of operations. According to a Department of Energy survey, reported by the
American Trucking Association, the average price of diesel fuel for the six
months of 1998 was $1.07 compared with $1.23 for the six months of 1997. The
Company's fuel prices are slightly below the national average due to the
Company's ability to buy fuel at volume discounts. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations Expenses."

Year 2000

     The Company is in the process of evaluating its primary accounting and
operational systems for the Year 2000 problem.  During 1997, the Company began
consolidating the accounting and operational processing of several operating
companies onto a centralized set of applications and hardware located at
Electronic Data Systems Corporation ("EDS").  An internal study is currently
under way to determine the full scope and related costs of the Year 2000 problem
of these consolidated systems as well as other systems used by the Company. As a
part of the internal study, the Company will also address evaluation of key
vendors and customers to determine the impact, if any, on the Company's
business. Remediation or replacement of critical systems will begin prior to the
study being completed at the end of 1998. Full compliance is expected by the end
of March 1999. The Company currently does not believe that the Year 2000 problem
will have a material impact on the Company's financial condition or results of
operations, although the ultimate impact could be material depending on the
results of the aforementioned internal study.

FORWARD LOOKING STATEMENTS AND RISK FACTORS

     From time to time, the Company issues statements in public filings
(including this Form 10-Q) or press releases, or officers of the Company make
public oral statements with respect to the Company, that may be considered
forward-looking within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. Such forward-looking
statements in this Form 10-Q include statements concerning future cost savings,
projected levels of capital expenditures and the timing of deliveries of new
trucks and trailers, the Company's financing and equity plans, the Company's
ability to meet its future cash needs from borrowings under its credit
facilities, from cash generated from operations, asset dispositions, and future
equity issuances, the Company's Amended ConAgra Agreement with subsidiaries of
ConAgra, driver recruitment and training, and the Company's pursuit of
opportunistic acquisitions and the anticipated effects on the Company of any
Year 2000 problems. These forward-looking statements are based on a number of
risks and uncertainties, many of which are beyond the Company's control. The
Company believes that the following important factors, among others, could cause
the Company's actual results for its 1998 fiscal year and beyond to differ
materially from those expressed in any forward-looking statements made by, on
behalf of, or with respect to, the Company: the Company's ability to obtain
additional equity financing or raise additional cash through asset sales, the
adverse impact of inflation and rising fuel costs; the Company's substantial
leverage and its effect on the Company's ability to pay principal and interest
on the Subordinated Notes and the Company's ability to incur additional
financing or equity to fund its operations, to pursue other business
opportunities and to withstand any adverse economic and industry conditions; the
risk that the Company will not be able to integrate the Operating Companies'
businesses on an economic basis or that any anticipated economies of scale or
other cost savings will be realized; the ability of the Company to identify
suitable acquisition candidates, complete acquisitions or successfully integrate
any acquired businesses; competition; the ability of the Company to attract and
retain qualified drivers; and the Company's dependence on key management
personnel.

                                      18
<PAGE>
 
     These and other applicable risk factors are discussed in more detail in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997 and
other filings the Company has made with the Securities and Exchange Commission
and are incorporated by reference.


                                      19
<PAGE>
 
                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     A.  Exhibits
 
         The following exhibits are filed as part of this report:


     Exhibit Number                       Description
     --------------                       -----------
         10.1           Stock Purchase Agreement, dated as of May 1, 1998,
                        between Contract Mail Company and AmeriTruck
                        Distribution Corp.
 
         10.4           Fifth Amendment to Loan and Security Agreement, dated as
                        of May 14, 1998, between the Company and FINOVA Capital
                        Corporation.
 
         10.5           Sixth Amendment to Loan and Security Agreement, dated as
                        of June 30, 1998, between the Company and FINOVA Capital
                        Corporation.
 
         12             Computation of Ratio of Earnings to Fixed Charges
 
 
         27             Financial Data Schedule

    B.   Reports on Form 8-K
 
         During the second quarter of 1998, there were no reports filed on Form
         8-K.

         Items 2, 3, 4 and 5 of Part II were not applicable and have been
         omitted.

                                      20
<PAGE>
 
                                   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.



                                            AMERITRUCK DISTRIBUTION CORP.



                                        By: /s/ Michael L. Lawrence
                                            ---------------------------------
                                            Michael L. Lawrence
                                            Chairman of the Board and
                                            Chief Executive Officer



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



   Date: August 14, 1998
<PAGE>
 
                 AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                                 EXHIBIT INDEX



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


   10.1           Stock Purchase Agreement, dated as of May 1, 1998,
                  between Contract Mail Company and AmeriTruck
                  Distribution Corp.


   10.4           Fifth Amendment to Loan and Security Agreement,
                  dated as of May 14, 1998, between the Company
                  and FINOVA Capital Corporation

   10.5           Sixth Amendment to Loan and Security Agreement,
                  dated as of June 30, 1998, between the Company
                  and FINOVA Capital Corporation


   12             Computation of Ratio of Earnings to Fixed Charges

   27             Financial Data Schedule