<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 March 31, 1997

                                      or

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

     For the transition period from ___________ to ___________


                       Commission file number   33-99716


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

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

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                                 1
 
   Item 2.    Management's Discussion and Analysis
              of Financial Condition and Results of Operations     8
 
Part II       OTHER INFORMATION

   Item 1.    Legal Proceedings                                   15

   Item 6.    Exhibits and Reports on Form 8-K                    15

                                       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
                                               March 31,
                                          --------------------
                                            1997*      1996*
                                          ---------  ---------
<S>                                       <C>        <C>
 
Operating revenue                          $55,668    $44,649
                                           -------    -------
 
Operating expenses:
 Salaries, wages and fringe benefits        19,216     14,441
 Purchased transportation                   13,009     10,184
 Fuel and fuel taxes                         7,485      5,614
 Operating supplies and expenses             3,611      3,002
 Depreciation and amortization of            3,718      2,988
  capital leases
 Claims and insurance                        2,318      1,698
 Operating taxes and licenses                1,283      1,001
 General supplies and expenses               2,612      1,502
 Building and office equipment rents           462        314
 Amortization of intangibles                   293        233
 (Gain) loss on disposal of property            46       (187)
  and equipment                            -------    -------
    Total operating expenses                54,053     40,790
                                           -------    -------
 
Operating income                             1,615      3,859
 
Interest expense                             4,494      3,688
Other income (expense), net                    (41)        41
                                           -------    -------
 
Income (loss) before income taxes and       (2,920)       212
 extraordinary item
 
Income taxes expense (benefit)              (1,168)        93
                                           -------    -------
 
Income (loss) before extraordinary item     (1,752)       119
 
Extraordinary item, loss on early
 retirement of debt,                             
 net of taxes of $154                            -       (230)
                                           -------    ------- 
 
    Net loss                               $(1,752)   $  (111)
                                           =======    =======
</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>
                                           March 31,   December 31,
                                             1997          1996
                                          -----------  -------------
                                          (Unaudited)
<S>                                       <C>          <C>
                 ASSETS
 
Current assets:
 Cash and cash equivalents                  $  2,110       $    734
 Accounts and notes receivable, net           27,854         29,001
 Prepaid expenses                              8,140          7,735
 Repair parts and supplies                     1,286          1,092
 Deferred income taxes                         1,467          1,467
 Other current assets                          1,313          1,388
                                            --------       --------
       Total current assets                   42,170         41,417
 
Property and equipment, net                  100,201        103,801
Goodwill, net                                 39,140         39,399
Notes receivable                                 843            975
Other assets                                   7,566          7,056
                                            --------       --------
       Total assets                         $189,920       $192,648
                                            ========       ========
 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
 
Current liabilities:
  Current portion of long-term debt         $ 10,704       $ 11,988
  Accounts payable and accrued expenses       17,030         13,557
  Claims and insurance accruals                1,594          1,684
  Other current liabilities                      542            593
                                            --------       --------
       Total current liabilities              29,870         27,822
 
Long-term debt                               155,497        157,338
Deferred income taxes                          7,403          8,571
Other liabilities                              2,726          2,741
                                            --------       --------
       Total liabilities                     195,496        196,472
                                            --------       --------
 
Stockholders' equity (deficiency):
 Common stock; $.01 par value; 3,503
  shares issued and outstanding                   35             35    
 Additional paid-in capital                      898            898
 Loans to stockholders                        (1,880)        (1,880)
 Accumulated deficit                          (4,629)        (2,877)
                                            --------       --------
 
       Total stockholders' equity           
        (deficiency)                          (5,576)        (3,824)
       Total liabilities and                --------       --------
        stockholders' equity                
        (deficiency)                        $189,920       $192,648 
                                            ========       ========  
 
</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>
 
                                           Three Months Ended
                                               March 31,
                                          --------------------
                                            1997*      1996*
                                          ---------  ---------
<S>                                       <C>        <C>
 
OPERATING ACTIVITIES:
 Net loss                                  $(1,752)  $   (111)
 Adjustments to reconcile net loss to
  net cash provided by (used in) 
  operating activities:
  Depreciation and amortization of           
   capital leases                            3,718      2,988
  Amortization of intangibles                  293        233
  (Gain) loss on disposal of property           
   and equipment                                46       (187)
  Provision (benefit) for deferred          
   income taxes                             (1,168)        93 
  Extraordinary item, loss on early              
   retirement of debt, net of taxes              -        230
  Other, net                                  (293)        (2)
  Changes in current assets and
   liabilities:
     Accounts and notes receivable, net     (1,296)    (5,914)
     Prepaid expenses                         (796)    (1,637)
     Repair parts and supplies                (194)        12
     Other current assets                       88         58
     Accounts payable and accrued            
      expenses                               3,444      1,762 
     Claims and insurance accruals             (90)       461
     Other current liabilities                 (50)        70
                                           -------   --------
      Net cash provided by (used in)       
       operating activities                  1,950     (1,944)
                                           -------   -------- 

INVESTING ACTIVITIES:
 Purchase of Freymiller assets, net of           
  liabilities assumed                            -    (18,128)
 Purchase of property and equipment         (1,388)    (9,587)
 Proceeds from sale of property and          
  equipment                                  3,914      1,200
 Other, net                                    189       (261)
                                           -------   --------
      Net cash provided by (used in)       
       investing activities                  2,715    (26,776)
                                           -------   -------- 

FINANCING ACTIVITIES:
 Revolving line of credit                    1,022          -
 Proceeds from issuance of long-term             
  debt                                           -     29,448 
 Repayment of long-term debt                (4,183)   (13,465)
  Other, net                                  (128)      (663)
                                           -------   --------
      Net cash provided by (used in)       
       financing activities                 (3,289)    15,320
                                           -------   -------- 
Net increase (decrease) in cash and          
 cash equivalents                            1,376    (13,400) 
Cash and cash equivalents, beginning of    
 period                                        734     15,286
                                           -------   -------- 
Cash and cash equivalents, end of period   $ 2,110   $  1,886
                                           =======   ========
 
Supplemental cash flow information:
 Cash paid during the period for:
  Interest                                 $ 1,598   $  1,015
  Income taxes                                  39         96
 Property and equipment financed
  through capital lease obligations and          
  other debt                                     -        110  
</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 1996 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 March
  31, 1997 and December 31, 1996 and the results of operations and cash flows
  for the three-month periods ended March 31, 1997 and 1996 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.

2. ACQUISITIONS

     AmeriTruck was formed in August 1995 to effect the combination of six
  regional trucking lines in November 1995:  W&L Services Corp. ("W&L"),
  Thompson Bros., Inc. ("TBI"), J.C. Bangerter & Sons, Inc., ("Bangerter"), CMS
  Transportation Services, Inc. and certain related companies, Scales Transport
  Corporation and a related company ("Scales") and C.B.S. Express, Inc. ("CBS").
  Prior to these acquisitions, W&L and TBI had certain common stockholders who
  controlled approximately 87 percent of the common equity of W&L and TBI on a
  combined basis.  In addition, these stockholders controlled approximately 67
  percent of the outstanding common stock of AmeriTruck after the consummation
  of these acquisitions.  Therefore, these common stockholders of W&L and TBI
  have been treated as the acquirer for purposes of accounting for these
  acquisitions.

     During the third quarter of 1996, AmeriTruck purchased all of the
  outstanding stock of KTL, Inc. ("KTL") of Largo, Florida, from Ronald N.
  Damico for a purchase price of $8.1 million in cash and 225,000 shares of
  Class A common stock of AmeriTruck valued at $900,000.  As part of the
  transaction, Mr. Damico and KTL entered into an employment agreement under
  which Mr. Damico became employed as KTL's President and Chief Executive
  Officer.  The term of the employment agreement expires on November 15, 1998.
  In addition, KTL has agreed to lease from Mr. Damico and his spouse certain
  real estate at Clearwater, Florida on a month-to-month basis.  Further, KTL
  has agreed to lease the real estate at Largo, Florida used by KTL as its
  corporate headquarters from a company owned by Mr. Damico for an 18-month
  term, at which time KTL has agreed to purchase the property for $2.4 million
  less the total amount of environmental-related costs incurred subsequent to
  August 16, 1996.

     KTL is a trucking company founded in 1983 which specializes in the
  truckload transportation of refrigerated commodities and less-than-truckload
  shipments requiring  expedited,  timed-delivery services. At the time of
  purchase, KTL operated approximately 140 tractors and 300 trailers and
  employed approximately 300 persons, of whom 240 were drivers and many of whom
  operated as two-driver teams.

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

                                       4
<PAGE>
 
     In February 1996, the Company, through CMS Transportation Services, Inc.,
  purchased certain assets of Freymiller Trucking Inc. ("Freymiller") in order
  to supplement its existing temperature-controlled trucking business.
  Freymiller had been the subject of a Chapter 11 bankruptcy proceeding in
  Oklahoma.  CMS purchased certain specific automobiles, computer hardware and
  software, furniture and fixtures, rights to the trade name "Freymiller",
  existing spare parts, tires and fuel, rights under certain leases, certain
  leasehold improvements and shop equipment and installment sales contracts
  relating to tractors and trailers sold by Freymiller out of the ordinary
  course of business (with all of the foregoing referred to as the "Freymiller
  Assets").  The Company also negotiated with Freymiller's lenders and lessors
  to purchase approximately 185 tractors and 309 trailers, previously operated
  by Freymiller, for approximately $14 million.  An additional 80 trailers were
  leased for a seven-year period.  In exchange for the Freymiller Assets, the
  Company paid approximately $2.7 million in cash at closing and assumed
  approximately $2 million in existing equipment financing.  In addition, the
  Company assumed a lease for Freymiller's maintenance facility in Oklahoma City
  and certain routine executory business contracts.  Except as provided above,
  the Company did not assume any obligations or liabilities of Freymiller.

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

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

     The Company's principal subsidiaries currently are W&L, TBI, Bangerter,
  CMS, Scales, ART and KTL (the "Operating Companies").  All significant
  intercompany accounts and transactions have been eliminated.

  Pending Acquisitions

     Subsequent to March 31, 1997, the Company has signed a definitive agreement
to acquire the capital stock of Tran-Star, Inc. ("Tran-Star") which is owned by
Allways Services, Inc. Tran-Star is a carrier of refrigerated and non-
refrigerated products. Tran-Star had 1996 revenues of $68.5 million. The
purchase price for this acquisition is $3.8 million, payable in cash. The
Company also would assume or refinance indebtedness estimated at approximately
$30 million. In addition, under the terms of the agreement the Company would
lease a terminal at Etters, Pennsylvania from a Tran-Star affiliate for one
year, and purchase the property at the end of the lease term for $500,000, less
any environmental remediation costs incurred by the Company or Tran-Star in
connection with the property. If this acquisition is completed, the Company
intends to coordinate Tran-Star's activities with those of the other Operating
Companies. Tran-Star, headquartered in Waupaca, Wisconsin, operates primarily in
between the upper midwestern U.S. and the northeast and southeast, with
terminals at Etters and Scranton, Pennsylvania.

     The Company has also signed a definitive agreement with subsidiaries of
ConAgra, Inc. ("ConAgra") to acquire the capital stock of Monfort Transportation
Company ("Monfort Transportation") and Lynn Transportation Co., Inc. ("Lynn
Transportation"). Monfort Transportation and Lynn Transportation operate
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. Under the terms of this Agreement the purchase
price is $15 million, payable in cash. The Company would also sublease certain
operating equipment from ConAgra or its subsidiaries. Under the terms of the
proposed acquisition, AmeriTruck would enter into a Transportation Services
Agreement with subsidiaries of ConAgra. Under the terms of this agreement,
these ConAgra subsidiaries would agree to tender freight from Monfort, Inc.'s
red meat division, ConAgra Poultry Company's poultry and turkey divisions and
Swift-Eckerich, Inc.'s processed meats division in designated lanes and minimum
annual volumes. The agreement would have a four year term, with pricing fixed
for the first two years and to be adjusted for the third and fourth years.

     The Company intends to complete both the Tran-Star acquisition and the
acquisitions from ConAgra by the end of May. However, these acquisitions are
subject to a number of conditions and no assurances can be made that the Company
will complete these acquisitions.

3. LONG-TERM DEBT

  NationsBank Credit Facility

     In February 1996, the Company and its subsidiaries entered into a Loan
  Agreement and related documents (collectively, the "NationsBank Credit
  Facility") with NationsBank of Texas, N.A. ("NationsBank") pursuant to which
  NationsBank has provided a $30 million credit facility to the Company.
  Borrowings under the NationsBank Credit Facility can be used for acquisitions,
  operating capital, capital expenditures, letters of credit and general
  corporate purposes.  Pursuant to the NationsBank Credit Facility, as amended,
  NationsBank has provided a $30 million revolving credit facility, with a $7
  million sublimit for letters of credit, maturing on February 1, 1998, at which
  time the revolving credit facility will convert into a term loan maturing on
  February 1, 2003. This facility is also subject to a borrowing base consisting
  of eligible receivables and eligible revenue equipment.  Currently, the
  Company's borrowing base exceeds $30 million. Borrowings under the NationsBank
  Credit Facility bear interest at a per annum rate equal to either
  NationsBank's base rate or the rate of interest offered by NationsBank in the
  interbank eurodollar market plus an additional margin ranging from 1.5 percent
  to 2.0 percent based on the Senior Funded Debt Ratio of the Company.  The
  Company also pays a letter of credit issuance fee and a quarterly unused
  facility fee.  Borrowings under the NationsBank Credit Facility were $24.5
  million at March 31, 1997 and were primarily used for the purchase of the
  Freymiller Assets and the KTL acquisition.  Available borrowings were $4.4
  million at March 31, 1997 as there were $1.1 million in letters of credit
  outstanding.

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

                                       5
<PAGE>
 
     The NationsBank Credit Facility contains customary representations and
  warranties and events of default and requires compliance with a number of
  affirmative and negative covenants, including a limitation on the incurrence
  of indebtedness and a requirement that the Company maintain a specified Senior
  Funded Debt Ratio and Fixed Charge Coverage Ratio.  

     In May 1997, the Company and its subsidiaries entered into a Loan and
  Security Agreement and related documents (collectively, the "FINOVA Credit
  Facility") with FINOVA Capital Corporation ("FINOVA") pursuant to which FINOVA
  has agreed to provide a $60 million credit facility to the Company.  The
  initial borrowings under the FINOVA Credit Facility were used to refinance the
  Company's prior credit facility with NationsBank of Texas, N.A.  Additional
  borrowings under the FINOVA Credit Facility can be used for acquisitions,
  capital expenditures, letters of credit, working capital and general corporate
  purposes.  Pursuant to the FINOVA Credit Facility, FINOVA has agreed to
  provide a $60 million revolving credit facility, with a $10 million sublimit
  for the issuance of letters of credit, maturing on May 5, 2000 (subject to
  additional one year renewal periods at the discretion of FINOVA).  The FINOVA
  Credit Facility is also subject to a borrowing base consisting of eligible
  receivables and eligible revenue equipment.  Currently, the Company's
  borrowing base supports borrowings of approximately $42 million.  Revolving
  credit loans under the FINOVA Credit Facility bear interest at a per annum
  rate equal to either the prime rate plus a margin equal to 0.75 percent or the
  rate of interest offered in the London interbank market plus a margin equal to
  2.75 percent. The Company also pays a monthly unused facility fee and a
  monthly collateral monitoring fee in connection with the FINOVA Credit
  Facility. Revolving credit loans under the FINOVA Credit Facility were $26.7
  million at May 6, 1997 and were primarily used for refinancing borrowings
  under the Company's prior facility with NationsBank of Texas, N.A. Available
  borrowings were $13.7 million at May 6, 1997 as there were $910,000 in letters
  of credit outstanding.

    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 its subsidiaries entered into a Loan and
  Security Agreement, a Financing Integration Agreement and related documents
  (collectively, the "Volvo Credit Facilities") with Volvo Truck Finance North
  America, Inc. ("Volvo") pursuant to which Volvo has committed, subject to the
  terms and conditions of the Volvo Credit Facilities, to provide (i) a $10
  million line of credit facility (the "Volvo Line of Credit") to the Company
  and the Operating Companies, and (ii) up to $28 million in purchase money or
  lease financing (the "Equipment Financing Facility") in connection with the
  Operating Companies' acquisition of new tractors and trailers manufactured by
  Volvo GM Heavy Truck Corporation.  Borrowings under the Volvo Line of Credit
  are secured by certain specified tractors and trailers of the Company and the
  Operating Companies (which must have a value equal to at least 1.75 times the
  outstanding amount of borrowings under the Volvo Line of Credit) and are
  guaranteed in full by each of the Operating Companies.  As of March 31, 1997,
  the Operating Companies have pledged collateral which provides for a $9.5
  million line of credit.  Borrowings under the Volvo Line of Credit bear
  interest at the prime rate.  The Volvo Line of Credit contains customary
  representations and warranties and events of default and requires compliance
  with a number of affirmative and negative covenants, including a profitability
  requirement and a coverage ratio.

                                       6
<PAGE>
 
     The Equipment Financing Facility is being provided by Volvo in connection
  with the Operating Companies' agreement to purchase 400 new trucks
  manufactured by Volvo GM Heavy Truck Corporation between March 1, 1996 and
  June 30, 1997.  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.

     At March 31, 1997, borrowings outstanding under the Volvo Line of Credit
  were $9.4 million with available borrowings of $100,000.  The outstanding debt
  balance under the Equipment Financing Facility was $3.7 million at March 31,
  1997; however, available financing under this facility is less than $4 million
  as financing was also 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.

4. CONTINGENCIES

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

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

5.  OTHER INCOME (EXPENSE), NET

     Other income (expense) consists of the following for the three months ended
  March 31 (in thousands):
<TABLE>
<CAPTION>
 
                                        1997    1996 
                                       ------  ------
                                                     
     <S>                               <C>     <C>   
     Interest income                   $  43   $ 151 
     Amortization of financing fees     (124)   (115)
     Miscellaneous, net                   40       5 
                                       -----   ----- 
                                       $ (41)  $  41 
                                       =====   =====  
 
</TABLE>

                                       7
<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 months ended March 31, 1996 include W&L, TBI, Bangerter, the CMS
distribution business and Scales (including the CBS Express business) for the
entire period and the results of ART, as it relates to the Freymiller Assets
since February 5, 1996.  Results for the three months ended March 31, 1997 for
the Company include the results of W&L, TBI, Bangerter, the CMS distribution
business, Scales (including the CBS Express business), ART and KTL.


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1997 COMPARED WITH THREE MONTHS ENDED MARCH 31,
1996

Net Income

   For the quarter ended March 31,1997, the Company had a net loss of $1.8
million compared with a net loss of $111,000 for the same period in 1996.
Results for the first quarter of 1997 were negatively impacted primarily by
severe weather, escalating fuel costs, ongoing losses stemming from the
Freymiller acquisition (see "Opportunistic Acquisitions") and an increase in
interest costs.  The net loss in 1996 includes an extraordinary item, loss on
early retirement of debt of $230,000, net of taxes of $154,000.  These early
retirements related to the use of proceeds from the Company's Subordinated Notes
offering in 1995.

Revenues

   First quarter revenues for 1997 improved $11.0 million, or 25 percent,
compared with the first quarter of 1996.  Revenues from KTL represent $7.4
million, or 67 percent of this increase.  The remaining increase is primarily
attributable to an additional month of revenues generated from the purchase of
the Freymiller Assets in February 1996.

Expenses

   The following table sets forth operating expenses as a percentage of revenues
and the related variance from 1997 to 1996.
<TABLE>
<CAPTION>
                                                                          
                                            THREE MONTHS ENDED     
                                                 MARCH 31          VARIANCE  
                                            ------------------     INCREASE 
                                              1997       1996     (DECREASE)
                                              ----       ----     ----------
<S>                                         <C>        <C>      <C>
 
 Salaries, wages and fringe benefits          34.5%      32.4%        2.1%
 Purchased transportation                     23.4       22.8         0.6
 Fuel and fuel taxes                          13.4       12.6         0.8
 Operating supplies and expenses               6.5        6.7        (0.2)
 Depreciation and amortization of              
  capital leases                               6.7        6.7           - 
 Claims and insurance                          4.2        3.8         0.4
 Operating taxes and licenses                  2.3        2.2         0.1
 General supplies and expenses                 4.7        3.4         1.3
 Building and office equipment rents           0.8        0.7         0.1
 Amortization of intangibles                   0.5        0.5           -
 (Gain) loss on disposal of property          
  and equipment                                0.1       (0.4)        0.5
                                              ----       ----        ---- 
      Operating Ratio                         97.1%      91.4%        5.7%
                                              ====       ====        ====
 
</TABLE>

   Salaries, wages and fringe benefits for the first quarter of 1997 increased
2.1 percentage points as a percentage of revenue.  This increase is primarily
due to an increase in driver wages which replaced driver per diems at three of
the operating companies and due to an increase in salaries at corporate as a
result of continued development of corporate staff after the first quarter of
1996.

                                       8
<PAGE>
 
   Purchased transportation costs were up 0.6 percentage points as a percent of
revenue when compared with the first quarter of 1996.  This increase is
primarily due to a higher percentage of equipment held under operating leases
and an increase in owner operator miles.

   Fuel and fuel taxes increased as a percent of revenue by 0.8 percentage
points due to unfavorable fuel price variances and due to lower miles per gallon
as a result of severe weather.  According to a Department of Energy survey,
reported by the American Trucking Association, the average price of diesel fuel
for the first quarter of 1997 was approximately 10 cents above the average price
for the first quarter of 1996.  The Company has seen its fuel prices increase at
a rate slightly below this national average due to the Company's ability to buy
fuel at a  discount during the first quarter of 1997.

   Operating supplies and expenses for the Company decreased as a percentage of
revenue when compared with the first quarter of 1996. This decrease was due to
lower maintenance costs for the Company, which resulted from newer equipment
being put into service.

   Claims and insurance expenses increase 0.4 percentage points as a percent of
revenue.  This increase is primarily due to unfavorable claims experience caused
by severe winter weather.

   General supplies and expenses increased 1.3 percentage points for the first
quarter of 1997 as a percentage of revenue when compared with the same period in
1996.  This increase is due to increased professional and consulting fees
resulting from increased driver recruitment and advertising and added costs for
system and mobile communications, which should be partially offset in the future
by improved operating efficiencies.

   Interest expense increased $806,000 for the quarter ended March 31, 1997 over
the same period in 1996 due to an increase in the levels of debt outstanding.
Debt levels increased primarily due to the financing of new tractors and
trailers, the debt acquired in connection with the KTL acquisition and
borrowings under the Volvo line of credit.


CONTINGENCIES

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.

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


LIQUIDITY AND CAPITAL RESOURCES

   Net cash provided by operating activities for the three months ended March
31, 1997 was $2.0 million compared with net cash used in operating activities of
$1.9 million for the three months ended March 31, 1996.  The increase of $3.9
million was primarily attributable to an increase in working capital activities,
primarily additional cash from the collection of accounts receivable and
favorable activity in accounts payable and accrued expenses.  The increase in
working capital activities were partially offset by an increase in net loss of
$1.6 million and a deferred tax benefit for the first quarter of 1997.

                                       9
<PAGE>
 
Subordinated Notes

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

NationsBank Credit Facility

   In February 1996, the Company and its subsidiaries entered into a Loan
Agreement and related documents (collectively, the "NationsBank Credit
Facility") with NationsBank of Texas, N.A. ("NationsBank") pursuant to which
NationsBank has provided a $30 million credit facility to the Company.
Borrowings under the NationsBank Credit Facility can be used for acquisitions,
operating capital, capital expenditures, letters of credit and general corporate
purposes.  Pursuant to the NationsBank Credit Facility, as amended, NationsBank
has provided a $30 million revolving credit facility, with a $7 million sublimit
for letters of credit, maturing on February 1, 1998, at which time the revolving
credit facility will convert into a term loan maturing on February 1, 2003. This
facility is also subject to a borrowing base consisting of eligible receivables
and eligible revenue equipment.  Currently, the Company's borrowing base exceeds
$30 million. Borrowings under the NationsBank Credit Facility bear interest at a
per annum rate equal to either NationsBank's base rate or the rate of interest
offered by NationsBank in the interbank eurodollar market plus an additional
margin ranging from 1.5 percent to 2.0 percent based on the Senior Funded Debt
Ratio of the Company.  The Company also pays a letter of credit issuance fee and
a quarterly unused facility fee.  Borrowings under the NationsBank Credit
Facility were $24.5 million at March 31, 1997 and were primarily used for the
purchase of the Freymiller Assets and the KTL acquisition.  Available borrowings
were $4.4 million at March 31, 1997 as there were $1.1 million in letters of
credit outstanding.

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

   The NationsBank Credit Facility contains customary representations and
warranties and events of default and requires compliance with a number of
affirmative and negative covenants, including a limitation on the incurrence of
indebtedness and a requirement that the Company maintain a specified Senior
Funded Debt Ratio and Fixed Charge Coverage Ratio.  

   In May 1997, the Company and its subsidiaries entered into a Loan and
Security Agreement and related documents (collectively, the "FINOVA Credit
Facility") with FINOVA Capital Corporation ("FINOVA") pursuant to which FINOVA
has agreed to provide a $60 million credit facility to the Company.  The initial
borrowings under the FINOVA Credit Facility were used to refinance the Company's
prior credit facility with NationsBank of Texas, N.A.  Additional borrowings
under the FINOVA Credit Facility can be used for acquisitions, capital
expenditures, letters of credit, working capital and general corporate purposes.
Pursuant to the FINOVA Credit Facility, FINOVA has agreed to provide a $60
million revolving credit facility, with a $10 million sublimit for the issuance
of letters of credit, maturing on May 5, 2000 (subject to additional one year
renewal periods at the discretion of FINOVA).  The FINOVA Credit Facility is
also subject to a borrowing base consisting of eligible receivables and eligible
revenue equipment.  Currently, the Company's borrowing base supports borrowings
of approximately $42 million.  Revolving credit loans under the FINOVA Credit
Facility bear interest at a per annum rate equal to either the prime rate plus a
margin equal to 0.75 percent or the rate of interest offered in the London
interbank market plus a margin equal to 2.75 percent. The Company also pays a

                                       10
<PAGE>
 
monthly unused facility fee and a monthly collateral monitoring fee in
connection with the FINOVA Credit Facility. Revolving credit loans under the
FINOVA Credit Facility were $26.7 million at May 6, 1997 and were primarily used
for refinancing borrowings under the Company's prior facility with NationsBank
of Texas, N.A. Available borrowings were $13.7 million at May 6, 1997 as there
were $910,000 in letters of credit outstanding.

   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 requirements 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 its subsidiaries entered into a Loan and
Security Agreement, a Financing Integration Agreement and related documents
(collectively, the "Volvo Credit Facilities") with Volvo Truck Finance North
America, Inc. ("Volvo") pursuant to which Volvo has committed, subject to the
terms and conditions of the Volvo Credit Facilities, to provide (i) a $10
million line of credit facility (the "Volvo Line of Credit") to the Company and
the Operating Companies, and (ii) up to $28 million in purchase money or lease
financing (the "Equipment Financing Facility") in connection with the Operating
Companies' acquisition of new tractors and trailers manufactured by Volvo GM
Heavy Truck Corporation.  Borrowings under the Volvo Line of Credit are secured
by certain specified tractors and trailers of the Company and the Operating
Companies (which must have a value equal to at least 1.75 times the outstanding
amount of borrowings under the Volvo Line of Credit) and are guaranteed in full
by each of the Operating Companies.  As of March 31, 1997, the Operating
Companies have pledged collateral which provides for a $9.5 million line of
credit.  Borrowings under the Volvo Line of Credit bear interest at the prime
rate.  The Volvo Line of Credit contains customary representations and
warranties and events of default and requires compliance with a number of
affirmative and negative covenants, including a profitability requirement and a
coverage ratio.

   The Equipment Financing Facility is being provided by Volvo in connection
with the Operating Companies' agreement to purchase 400 new trucks manufactured
by Volvo GM Heavy Truck Corporation between March 1, 1996 and June 30, 1997.
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.

   At March 31, 1997, borrowings outstanding under the Volvo Line of Credit were
$9.4 million with available borrowings of $100,000.  The outstanding debt
balance under the Equipment Financing Facility was $3.7 million at March 31,
1997; however, available financing under this facility is less than $4 million
as financing was also 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.

Capital  Expenditures and Resources

   For the three months ended March 31, 1997, the Company had proceeds from
property and equipment dispositions in excess of capital expenditures of $2.5
million compared with capital expenditures, net of cash proceeds from
dispositions, of $8.4 million for the three months ended March 31, 1996,
excluding the purchase of the Freymiller Assets.  The proceeds from property and
equipment dispositions for the first quarter of 1997 were primarily for the
replacement of tractors, some of which were financed through debt, with new
tractors financed through operating leases.

   During 1997, the Company plans to purchase approximately 450 new trucks,
including the remaining Volvo trucks.  Approximately 300 of these new tractors
will replace existing tractors.  These equipment purchases and 

                                       11
<PAGE>
 
commitments will likely be financed using a combination of sources including,
but not limited to, cash from operations, leases, debt issuances and other
miscellaneous sources. Each financing decision will be based upon the most
appropriate alternative available. These plans exclude any new equipment
purchases for acquired companies.

   During the third quarter of 1996, AmeriTruck purchased all of the outstanding
stock of KTL, Inc. ("KTL") of Largo, Florida from Ronald N. Damico for a
purchase price of $8.1 million in cash and 225,000 shares of Class A common
stock of AmeriTruck valued at $900,000.  As part of the transaction, Mr. Damico
and KTL entered into an employment agreement, under which Mr. Damico became
employed as KTL's President and Chief Executive Officer.  The term of the
employment agreement expires on November 15, 1998.  In addition, KTL has agreed
to lease from Mr. Damico and his spouse certain real estate at Clearwater,
Florida on a month-to-month basis.  Further, KTL has agreed to lease the real
estate at Largo, Florida used by KTL as its corporate headquarters from a
company owned by Mr. Damico for an 18-month term, at which time KTL has agreed
to purchase the property for $2.4 million less the total amount of
environmental-related costs incurred subsequent to August 16, 1996.

   KTL is a trucking company founded in 1983 which specializes in the truckload
transportation of refrigerated commodities and less-than-truckload shipments
requiring expedited, timed-delivery services.  At the time of purchase, KTL
operated approximately 140 tractors and 300 trailers and employed approximately
300 persons, of whom 240 were drivers and many of whom operated as two-driver
teams.

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

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

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

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

Opportunistic Acquisitions

   The Company will pursue opportunistic acquisitions to broaden its geographic
scope, to increase freight network density and to expand into other specialized
trucking segments.  Through acquisitions, the Company believes it can capture
additional market share and increase its driver base without adopting a growth
strategy based on widespread rate discounting and driver recruitment, which the
Company believes would be less successful.  The Company believes its large size
relative to many other potential acquirers could afford it greater access to
acquisition financing sources such as banks and capital markets.  AmeriTruck has
entered into revolving credit facilities,

                                       12
<PAGE>
 
the Volvo Line of Credit and the FINOVA Credit Facility, which will give
AmeriTruck the ability to pursue acquisitions that the Company could not
otherwise fund through cash provided by operations. In addition to revolving
credit facilities, the Company may finance its acquisitions through equity
issuances, seller financing and other debt financings.

   Subsequent to March 31, 1997, the Company has signed a definitive agreement
to acquire the capital stock of Tran-Star, Inc. ("Tran-Star") which is owned by
Allways Services, Inc.  Tran-Star is a carrier of refrigerated and non-
refrigerated products.  Tran-Star had 1996 revenues of $68.5 million.  The
purchase price for this acquisition is $3.8 million, payable in cash.  The
Company also would assume or refinance indebtedness estimated at approximately
$30 million. In addition, under the terms of the agreement the Company would
lease a terminal at Etters, Pennsylvania from a Tran-Star affiliate for one
year, and purchase the property at the end of the lease term for $500,000, less
any environmental remediation costs incurred by the Company or Tran-Star in
connection with the property. If this acquisition is completed, the Company
intends to coordinate Tran-Star's activities with those of the other Operating
Companies. Tran-Star, headquartered in Waupaca, Wisconsin, operates primarily in
between the upper midwestern U.S. and the northeast and southeast, with
terminals at Etters and Scranton, Pennsylvania.
 
   The Company has also signed a definitive agreement with subsidiaries of
ConAgra, Inc. ("ConAgra") to acquire the capital stock of Monfort Transportation
Company ("Monfort Transportation") and Lynn Transportation Co., Inc. ("Lynn
Transportation").  Monfort Transportation and Lynn Transportation operate
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.  Under the terms of this Agreement the purchase
price is $15 million, payable in cash. The Company would also sublease certain
operating equipment from ConAgra or its subsidiaries. Under the terms of the
proposed acquisition, AmeriTruck would enter into a Transportation Services
Agreement with subsidiaries of ConAgra. Under the terms of this agreement, these
ConAgra subsidiaries would agree to tender freight from Monfort, Inc.'s red meat
division, ConAgra Poultry Company's poultry and turkey divisions and Swift-
Eckerich, Inc.'s processed meats division in designated lanes and minimum annual
volumes. The agreement would have a four year term, with pricing fixed for the
first two years and to be adjusted for the third and fourth years.

   The Company intends to complete both the Tran-Star acquisition and the
acquisitions from ConAgra by the end of May.  However, these acquisitions are
subject to a number of conditions and no assurances can be made that the Company
will complete these acquisitions.

   The Company believes that these acquisitions, if completed, would provide the
Company with a number of opportunities for improving operating efficiencies,
including the potential for increased load ratios, improvements in purchasing,
and improved equipment utilization and productivity.  However, there can be no
assurances that the Company will achieve these goals.  See "Forward Looking
Statements and Risk Factors."

   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 cost or fuel price increases without freight rate
increases would adversely affect the Company's results of operations.  See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations  Expenses."

   The industry as a whole has seen dramatic increases in fuel prices.
According to a Department of Energy survey, reported by the American Trucking
Association, the average price of diesel fuel peaked during the month of October
at $1.329 and has decreased to only $1.225 as of March 31, 1997.  According to
the survey, the average price of diesel fuel for the first quarter of 1997 was
approximately 10 cents above the average price for the first quarter of 1996.
The Company has seen its fuel prices increase at a rate slightly below the
national average due to the Company's ability to buy fuel at volume discounts.

                                       13
<PAGE>
 
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 plans, driver recruitment and training and the Company's
pursuit of opportunistic acquisitions.  These forward-looking statements are
based on a number of risks and uncertainties, many of which are beyond the
Company's control.  The Company believes that the following important factors,
among others, could cause the Company's actual results for its 1997 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 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, 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.

   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, 1996 and
other filings the Company has made with the Securities and Exchange Commission
and are incorporated by reference.

                                       14
<PAGE>
 
                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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


ITEM 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 March 31,
                             1997, between the Company, Allways Services, Inc.
                             and Transtar Services, Inc.

          12                 Computation of Ratio of Earnings to Fixed Charges

          27                 Financial Data Schedule

 
 B.  Reports on Form 8-K

     During the first quarter of 1997, 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.

                                       15
<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:  May 15, 1997

                                       16
<PAGE>
 
                AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                                 EXHIBIT INDEX



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

  10.1            Stock Purchase Agreement, dated as of 
                  March 31, 1997, between the Company, 
                  Allways Services, Inc. and Transtar 
                  Services, Inc.

  12              Computation of Ratio of Earnings to 
                  Fixed Charges

  27              Financial Data Schedule