<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, 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 of                             (I.R.S. Employer
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                                 1
 
   Item 2.    Management's Discussion and Analysis
              of Financial Condition and Results of Operations     9
 
 
Part II       OTHER INFORMATION
 
   Item 1.    Legal Proceedings                                   16
 
   Item 5.    Other Information                                   16
 
   Item 6.    Exhibits and Reports on Form 8-K                    16
 



                                       i
<PAGE>
 
                         PART I   FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                AMERITRUCK DISTRIBUTION CORP.  AND SUBSIDIARIES

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



                                                     Three Months Ended
                                                          March 31,
                                                  -------------------------
                                                    1998*           1997*
                                                    ----            ----   
                                                 
Operating revenue                                  $79,506         $55,668
                                                   -------         -------
                                                                  
Operating expenses:                                               
 Salaries, wages and fringe benefits                30,064          19,216
 Purchased transportation                           17,966          13,009
 Fuel and fuel taxes                                 9,399           7,485
 Operating supplies and expenses                     6,734           3,611
 Depreciation and amortization of capital leases     5,329           3,718
 Claims and insurance                                3,041           2,318
 Operating taxes and licenses                        1,654           1,283
 General supplies and expenses                       5,069           2,612
 Building and office equipment rents                   572             462
 Amortization of intangibles                           566             293
 Loss (gain) on disposal of property and equipment    (534)             46
                                                   -------         -------
    Total operating expenses                        79,860          54,053
                                                   -------         -------
                                                                  
Operating income (loss)                               (354)          1,615
                                                                  
Interest expense                                     6,034           4,494
Amortization of financing fees                         289             124
Other income, net                                      (34)            (83)
                                                   -------         -------
                                                                  
Loss before income taxes                            (6,643)         (2,920)
                                                                  
Income tax benefit                                  (2,192)         (1,168)
                                                   -------         -------
                                                                  
    Net loss                                       $(4,451)        $(1,752)
                                                   =======         =======



*  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)



                                                         March 31,  December 31,
                                                            1998       1997
                                                            ----       ----
                                                         (Unaudited)
                              ASSETS
                                         
Current assets:                          
 Cash and cash equivalents                               $     21     $     21
 Accounts and notes receivable, net                        44,040       49,017
 Prepaid expenses                                          14,651       14,782
 Repair parts and supplies                                  2,364        2,123
 Deferred income taxes                                      3,717        3,717
 Other current assets                                       5,244        5,092
                                                         --------     --------
       Total current assets                                70,037       74,752
                                                                    
Property and equipment, net                               110,149      117,774
Goodwill, net                                              59,578       59,971
Other assets                                               16,060       11,003
                                                         --------     --------
       Total assets                                      $255,824     $263,500
                                                         ========     ========
                                                                    
       LIABILITIES AND STOCKHOLDERS' DEFICIENCY                            
                                                                    
Current liabilities:                                                
  Current portion of long-term debt                      $ 20,494     $ 22,534
  Accounts payable and accrued expenses                    33,391       31,735
  Claims and insurance accruals                             3,963        3,496
  Other current liabilities                                   964          986
                                                         --------     --------
       Total current liabilities                           58,812       58,751
                                                                    
Long-term debt                                            201,789      203,696
Deferred income taxes                                       2,246        4,410
Other liabilities                                           6,672        5,887
                                                         --------     --------
       Total liabilities                                  269,519      272,744
                                                         --------     --------
                                                                    
Commitments and contingencies (Note 5)                              
                                                                    
Redeemable preferred stock                                  3,128        3,091
                                                                    
Stockholders' equity (deficiency):                                  
 Common stock; $.01 par value; 4,230 shares                         
   issued and outstanding                                      42           42
 Additional paid-in capital                                 2,763        2,800
 Loans to stockholders                                     (1,401)      (1,401)
 Accumulated deficit                                      (18,227)     (13,776)
                                                         --------     --------
                                                                    
       Total stockholders' deficiency                     (16,823)     (12,335)
                                                         --------     --------
       Total liabilities and stockholders' deficiency    $255,824     $263,500
                                                         ========     ========
 

          See accompanying notes to consolidated financial statements.

                                       2
<PAGE>
 
                 AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES
                                        
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                  (Unaudited)

                                                         Three Months Ended
                                                              March 31,
                                                         -------------------
                                                           1998*      1997*
                                                           ----       ----    
OPERATING ACTIVITIES:                                  
 Net loss                                                 $(4,451)   $(1,752)
 Adjustments to reconcile net loss to net cash         
  provided by operating activities:               
  Depreciation and amortization of capital leases           5,329      3,718
  Amortization of intangibles                                 566        293
  Loss (gain) on disposal of property and equipment          (534)        46
  Provision (benefit) for deferred income taxes            (2,192)    (1,168)
  Restructuring costs paid                                   (177)         -
  Other, net                                               (1,363)      (293)
  Changes in current assets and liabilities:           
     Accounts and notes receivable, net                     3,397     (1,296)
     Prepaid expenses                                        (605)      (796)
     Repair parts and supplies                               (240)      (194)
     Other current assets                                    (131)        88
     Accounts payable and accrued expenses                  2,609      3,444
     Claims and insurance accruals                            688        (90)
     Other current liabilities                                (22)       (50)
                                                          -------    -------
      Net cash provided by operating activities             2,874      1,950
                                                          -------    -------
                                                       
INVESTING ACTIVITIES:                                  
 Purchase of property and equipment                          (980)    (1,388)
 Proceeds from sale of property and equipment               3,277      3,914
 Other, net                                                   (89)       189
                                                          -------    -------
      Net cash provided by investing activities             2,208      2,715
                                                          -------    -------
                                                       
FINANCING ACTIVITIES:                                  
 Revolving line of credit, net                              3,816      1,022
 Repayment of long-term debt                               (7,814)    (4,183)
 Checks in excess of cash balances                           (776)         -
 Other, net                                                  (308)      (128)
                                                          -------    -------
      Net cash used in financing activities                (5,082)    (3,289)
                                                          -------    -------
                                                       
Net increase (decrease) in cash and cash equivalents            -      1,376
Cash and cash equivalents, beginning of period                 21        734
                                                          -------    -------
Cash and cash equivalents, end of period                  $    21    $ 2,110
                                                          =======    =======
                                                       
Supplemental cash flow information:                    
 Cash paid during the period for:                      
  Interest                                                $ 2,991    $ 1,598
  Income taxes (net of refunds)                                42         39
 Property and equipment financed through capital lease 
     obligations and other debt                                35          -


* 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 March
    31, 1998 and December 31, 1997, and the results of operations and cash flows
    for the three-month periods ended March 31, 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 March 31, 1998, the Company's principal subsidiaries were W&L
    Services Corp. (" W&L"), Thompson Bros., Inc. ("TBI"), 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. 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 with subsidiaries of ConAgra. The ConAgra
    subsidiaries have 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 this 

                                       4
<PAGE>
 
    agreement is four years, with pricing fixed for the first two years and
    adjusted prices in the third and fourth years.

       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.


3.  RESTRUCTURING CHARGE

       With the addition of Tran-Star, Monfort and Lynn to the AmeriTruck
    organization, the Company is currently organized into four 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
    recently integrated into this group. TBI now focuses on mail transportation
    and regional specialized services and comprises the AmeriTruck Mail Services
    Group. TBI operates under 17 contracts with the U.S. Postal Service. Most of
    these contracts were initially awarded in the 1970's and 1980's. See Notes
    to Consolidated Financial Statements-Note 8. Subsequent Event.

       In connection with the above reorganization and to eliminate the
    duplicate facility and employee costs related to the recently 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. In
    addition, the Company transferred $6.7 million of property and equipment to
    assets held for sale. As of March 31, 1998, the Company has remaining
    liabilities recorded of $256,000 related to the restructuring charge.


4.  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 November 1997 the Company amended the FINOVA Credit Facility to
    increase both the total amount of the FINOVA Credit Facility to $64 million
    and the borrowing base availability thereunder (the "Temporary
    Overadvances"), in each case for a period not to exceed 120 days. The
    amendment to the FINOVA Credit Facility provided for the payment of a
    $180,000 fee in connection with the Temporary 

                                       5
<PAGE>
 
    Overadvances as well as an additional $180,000 fee in the event that the
    Temporary Overadvances were not terminated within 60 days. The Temporary
    Overadvances bore interest at 11 percent per annum for the first 60 days,
    and thereafter, until the Temporary Overadvances were terminated all
    outstanding borrowings under the FINOVA Credit Facility bore interest at 1
    percent over the rate otherwise applicable to such advances. In connection
    with this amendment to the FINOVA Credit Facility, the Company also issued
    $1 million in Subordinated Notes (the "1997 Notes") to certain existing
    stockholders. The 1997 Notes bear interest at a rate of 14 percent per annum
    and originally matured on April 1, 1998. The 1997 Notes may be converted in
    connection with a private equity placement providing gross proceeds to the
    Company of at least $10 million (the "Qualified Private Placement") on the
    same terms as those offered to other investors in the Qualified Private
    Placement. In connection with the 1997 Notes, the Company issued to the
    purchasers of the 1997 Notes warrants to a number of shares of the Company's
    common stock equal to the aggregate outstanding principal and interest on
    the 1997 Notes at the time of exercise divided by two (the "1997 Warrants").
    The 1997 Warrants originally became exerciseable in the event a Qualified
    Private Placement did not occur prior to April 1, 1998, and the exercise
    price would be paid by surrender of the applicable investor's 1997 Note. The
    Company has also agreed that, in the event a Qualified Private Placement did
    not occur by March 31, 1998, the Company would pay an affiliate of
    BancBoston Ventures Inc., a stockholder of the Company, a management fee in
    the annual amount of $100,000. The Company used the availability from the
    Temporary Overadvances and the proceeds from the 1997 Notes to pay interest
    due in November 1997 on the Subordinated Notes and for general corporate
    purposes.

       In March 1998, the Company further amended the FINOVA Credit Facility to
    extend the period during which the Temporary Overadvances were available to
    the Company through May 15, 1998 (or, if earlier, the date of any Qualified
    Private Placement or the date of any sale of the stock or substantially all
    of the assets of TBI yielding gross cash proceeds of at least $10 million)
    and to increase the total amount of the FINOVA Credit Facility to $68.5
    million solely during the period during which the Temporary Overadvances may
    be drawn. The March 1998 amendment provides for the payment of an additional
    $280,000 fee to FINOVA. The Qualified Private Placement did not occur by
    April 1, 1998. However, the maturity of the 1997 Notes has been extended to
    September 30, 1998.

       As of March 31, 1998, the Company's borrowing base supported borrowings
    of approximately $65.8 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 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. Revolving credit loans
    under the FINOVA Credit Facility were $60.1 million at March 31, 1998. There
    were also $4.6 million in letters of credit outstanding at March 31, 1998,
    leaving $1.1 million available for borrowings.

       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 Overadvances"), in each case for a period not to
    exceed 120 days. The amendment to the FINOVA Credit Facility provides for
    the payment of $160,000 fee in connection with the Second Temporary
    Overadvances. While the Second Temporary Overadvances are 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'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. Certain of these covenants were not met at March 31, 1998.
    However, FINOVA waived the Events of Default arising from the breach of
    these covenants. The FINOVA Credit Facility also contains an Event of

                                       6
<PAGE>
 
    Default based on the occurrence of a material adverse change in the
    business, assets, operations, prospects or condition, financial or
    otherwise, of the Company. Management believes no such Event of Default has
    occurred.


   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. As of March 31, 1998,
    the Operating Companies have pledged collateral which provides for a $9.4
    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 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 March 31, 1998, borrowings outstanding under the Volvo Line of Credit
    were $9.4 million. The outstanding debt balance under the Equipment
    Financing Facility was $2.5 million at March 31, 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.


5.  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 line under the TBCC Lease will not exceed
    $22.8 million based upon a per vehicle cost of $76,000, subject to an unused
    line fee of one percent if the Company leases all 300 of the new trucks but
    does not use the entire line. The lease term is 48 months and is subject to
    a terminal rental adjustment clause at the end of the term. The Company will
    treat 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. As of March 31, 1998, the Company had leased the entire 300 trucks
    under this agreement.

                                       7
<PAGE>
 
    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.

    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 by management of the Company.
 
 
6.  OTHER INCOME, NET

       Other income consists of the following (in thousands):

                                              Three Months Ended
                                                   March 31,
                                              ------------------
                                              1998          1997
                                              ----          ----
                                        
       Interest income                        $ 27          $ 43
       Miscellaneous, net                        7            40
                                              ----          ----
                                              $ 34          $ 83
                                              ====          ====


7.  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 a $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.  SUBSEQUENT EVENT

       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 approximately $12.5 million. TBI's revenue attributable to
    its contract mail carriage and other remaining businesses is currently
    approximately $13 million on an annualized basis.

                                       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 months ended March 31, 1997 include W&L, TBI, Bangerter,
CMS, Scales, ART, KTL, and ALS for the entire periods. The three months ended
March 31, 1998 also include the Monfort, Lynn and Tran-Star operations, which
were acquired by the Company in 1997 and merged into ART effective January 1998.


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1998 COMPARED WITH THREE MONTHS ENDED MARCH 31,
1997

Net Loss

     For the quarter ended March 31, 1998, the Company had a net loss of $4.5
million compared with a net loss of $1.8 million for the same period in 1997.
The Company eliminated certain unprofitable business inherited from the
companies acquired in 1997 and downsized its equipment fleet and work force. Due
to the necessary timing of such actions, the Company eliminated more revenue in
the first quarter of 1998 than overhead expenses which had a negative impact on
operating results. Results for the first quarter of 1998 were also negatively
impacted primarily by increased costs associated with repairs to the older fleet
of tractors and trailers acquired as part of the Tran-Star acquisition, costs
associated with transitioning to a common computer system, driver recruitment
and training costs, and increased interest costs. The Company is currently in
the process of replacing these tractors and trailers.

Revenues

     First quarter revenues for 1998 were $79.5 million, compared with revenues
of $55.7 million for the first quarter of 1997.  The $23.8 million increase was
primarily due to the acquisitions of Monfort, Lynn and Tran-Star.

   During the first quarter of 1998, the Company and ConAgra have continued to
address the complex issues surrounding this business relationship. While much
progress has been made, the Transportation Services Agreement has still not
reached the contractually committed volumes and prices. As a result, cash flow
for the first quarter 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>                                                                                     
                                                         THREE MONTHS ENDED         VARIANCE 
                                                             MARCH 31,              INCREASE 
                                                         ------------------         INCREASE 
                                                         1998        1997          (DECREASE)
                                                         ----        ----          ----------   
 <S>                                                     <C>         <C>           <C> 
 Salaries, wages and fringe benefits                      37.8%      34.5%             3.3%
 Purchased transportation                                 22.6       23.4             (0.8)
 Fuel and fuel taxes                                      11.8       13.4             (1.6)
 Operating supplies and expenses                           8.5        6.5              2.0
 Depreciation and amortization of capital leases           6.7        6.7                -
 Claims and insurance                                      3.8        4.2             (0.4)
 Operating taxes and licenses                              2.1        2.3             (0.2)
 General supplies and expenses                             6.4        4.7              1.7
 Building and office equipment rents                       0.7        0.8             (0.1)
 Amortization of intangibles                               0.7        0.5              0.2
 Loss (gain) on disposal of property and equipment        (0.7)       0.1             (0.8)
                                                         -----       ----             ----
   Operating Ratio                                       100.4%      97.1%             3.3%
                                                         =====       ====             ====
</TABLE> 

     Salaries, wages and fringe benefits for the first quarter of 1998 increased
3.3 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 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.

                                       9
<PAGE>
 
The increase is also due to the Company's elimination of revenue which
progressed faster than the elimination of head count.

     Purchased transportation costs decreased 0.8 percentage points as a percent
of revenue when compared with the first 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 first quarter of 1998 decreased 1.6 percentage
points as a percent of revenue when compared with the first quarter of 1997.
This decrease is primarily due to lower fuel prices during the first quarter of
1998. This decrease is also due to improved miles per gallon compared with the
first quarter of 1997 due to less severe weather. The decrease was partially
offset due to 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 2.0 percentage points as a
percent of revenue during the first quarter of 1998.  This increase is primarily
due to the acquisition of Tran-Star, which had an older fleet of tractors
requiring more routine maintenance.  These tractors are currently being retired
and replaced by new tractors.  In addition, the acquisitions of Monfort, Lynn
and Tran-Star also contributed to higher outside service costs for trailer
positioning and load/unloading services.  Some of these outside services are
being transitioned to company employees.

     Claims and insurance expenses for the first quarter of 1998 decreased 0.4
percentage points as a percentage of revenue when compared with the first
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.

     General supplies and expenses for the first quarter of 1998 increased 1.7
percentage points as a percent of revenue when compared with the same period in
1997.  This increase is primarily due to increased driver recruitment and
training costs, primarily attributable to an unproductive recruiting policy at
Tran-Star which has been changed, as well as increased driver turnover.  The
increase is also 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.

     Interest expense increased $1.5 million for the quarter ended March 31,
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 by management of the Company.

                                       10
<PAGE>
 
LIQUIDITY AND CAPITAL RESOURCES

   Net cash provided by operating activities for the three months ended March
31, 1998 and 1997 was $2.9 million and $2.0 million, respectively.  The increase
in cash provided by operating activities of $924,000 was primarily attributable
to the collection of accounts and notes receivable during the first quarter of
1998.  This source of cash was partially offset by an increase in net loss and
the resulting impact of deferred income taxes.

   During the first quarter of 1998, the Company and ConAgra have continued to
address the complex issues surrounding this business relationship. While much
progress has been made, the Transportation Services Agreement has still not
reached the contractually committed volumes and prices. As a result, cash flow
for the first quarter has been negatively impacted.

   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 approximately $12.5 million.  TBI's revenue attributable to its
contract mail carriage and other remaining businesses is currently 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 carryout
its growth strategy.  Accordingly, the Company intends to raise additional
financing in 1998.  In the event that the Company does not raise additional
financing, the Company may amend its current strategy by selling equipment and
reducing operating levels.  Management believes that borrowings available under
its credit facilities, additional equity, additional financing and asset sales
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 totaled $5
million.  See Notes to Consolidated Financial Statements-Note 7.  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 November 1997 the Company amended the FINOVA Credit Facility to increase
both the total amount of the FINOVA Credit Facility to $64 million and the
borrowing base availability thereunder (the "Temporary Overadvances"), in each
case for a period not to exceed 120 days.  The amendment to the FINOVA Credit
Facility provided for the payment of a $180,000 fee in connection with the
Temporary Overadvances as well as an additional $180,000 fee in the event that
the Temporary Overadvances were not terminated within 60 days.  The Temporary
Overadvances bore interest at 11 percent per annum for the first 60 days, and
thereafter, until the Temporary Overadvances were terminated all outstanding
borrowings under the FINOVA Credit Facility will bear interest at 1 percent over
the rate otherwise applicable to such advances.  In connection with this
amendment to the FINOVA Credit Facility, the Company also issued $1 million in
Subordinated Notes (the "1997 Notes") to certain existing stockholders.  The
1997 Notes bear interest at a rate of 14 percent per annum and originally
matured on April 1, 1998.  The 1997 Notes may be converted in 

                                       11
<PAGE>
 
connection with a private equity placement providing gross proceeds to the
Company of at least $10 million (the "Qualified Private Placement") on the same
terms as those offered to other investors in the Qualified Private Placement. In
connection with the 1997 Notes, the Company issued to the purchasers of the 1997
Notes warrants to a number of shares of the Company's common stock equal to the
aggregate outstanding principal and interest on the 1997 Notes at the time of
exercise divided by two (the "1997 Warrants"). The 1997 Warrants originally
became exerciseable in the event a Qualified Private Placement did not occur
prior to April 1, 1998, and the exercise price would be paid by surrender of the
applicable investor's 1997 Note. The Company has also agreed that, in the event
a Qualified Private Placement did not occur by March 31, 1998, the Company would
pay an affiliate of BancBoston Ventures Inc., a stockholder of the Company, a
management fee in the annual amount of $100,000. The Company used the
availability from the Temporary Overadvances and the proceeds from the 1997
Notes to pay interest due in November 1997 on the Subordinated Notes and for
general corporate purposes.

   In March 1998, the Company further amended the FINOVA Credit Facility to
extend the period during which the Temporary Overadvances were available to the
Company through May 15, 1998 (or, if earlier, the date of any Qualified Private
Placement or the date of any sale of the stock or substantially all of the
assets of TBI yielding gross cash proceeds of at least $10 million) and to
increase the total amount of the FINOVA Credit Facility to $68.5 million solely
during the period during which the Temporary Overadvances may be drawn.  The
March 1998 amendment provides for the payment of an additional $280,000 fee to
FINOVA. The Qualified Private Placement did not occur by April 1, 1998. However,
the maturity of the 1997 Notes has been extended to September 30, 1998.

   As of March 31, 1998, the Company's borrowing base supported borrowings of
approximately $65.8 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 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. Revolving credit loans under the
FINOVA Credit Facility were $60.1 million at March 31, 1998. There were also
$4.6 million in letters of credit outstanding at March 31, 1998, leaving $1.1
million available for borrowings.

   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 Overadvances"), in each case for a period not to exceed 120 days. The
amendment to the FINOVA Credit Facility provides for the payment of $160,000 fee
in connection with the Second Temporary Overadvances. While the Second Temporary
Overadvances are 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'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.  Certain of
these covenants were not met at March 31, 1998.  However, FINOVA waived the
Events of Default arising from the breach of these covenants.  The FINOVA Credit
Facility also contains an Event of Default based on the occurrence of a material
adverse change in the business, assets, operations, prospects or condition,
financial or otherwise, of the Company.  Management believes no such Event of
Default has occurred.

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

                                       12
<PAGE>
 
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, 1998, the Operating Companies have pledged collateral which provides
for a $9.4 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 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 March 31, 1998, borrowings outstanding under the Volvo Line of Credit were
$9.4 million.  The outstanding debt balance under the Equipment Financing
Facility was $2.5 million at March 31, 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 line under the TBCC Lease will not exceed $22.8 million based upon
a per vehicle cost of $76,000, subject to an unused line fee of one percent if
the Company leases all 300 of the new trucks but does not use the entire line.
The lease term is 48 months and is subject to a terminal rental adjustment
clause at the end of the term.  The Company will treat 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.  As of March 31,
1998, the Company had leased the entire 300 trucks under this agreement.


Capital  Expenditures and Resources

   The Company had proceeds from property and equipment dispositions in excess
of capital expenditures of $2.3 million for the three months ended March 31,
1998 compared with $2.5 million for the three months ended March 31, 1997.
During the first quarters of 1998 and 1997, the Company's acquisition of new
tractors and trailers to replace older equipment were primarily financed through
operating leases.

   During 1998, the Company plans to purchase approximately 350 to 400 new 
trucks, to replace existing tractors. 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.

                                       13
<PAGE>
 
   In May 1997, AmeriTruck purchased the capital stock of Monfort Transportation
Company ("Monfort") and Lynn Transportation Co., Inc. ("Lynn"), both
subsidiaries of ConAgra, Inc. ("ConAgra").  The purchase price of $15 million
was paid in cash.  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 with subsidiaries of ConAgra.  The ConAgra subsidiaries have
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 this
agreement is four years, with pricing fixed for the first two years and adjusted
prices in the third and fourth years.

   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.


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, the Volvo Line of Credit and the
FINOVA Credit Facility, which has given 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.  However, any acquisitions will be subject to approval by FINOVA and
meeting the tests for debt incurrence under the Indenture for the Subordinated
Notes, which could restrict the Company's ability to incur additional
indebtedness to finance acquisitions.

   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 first
quarter of 1998 was $1.09 compared with $1.26 for the first quarter 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

                                       14
<PAGE>
 
scope and related costs of the Year 2000 problem with respect to other systems
the Company maintains to ensure that the Company's systems continue to meet its
internal needs and those of its customers. 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. The internal study and the
resulting work requirements of the study are expected to be completed by the end
of 1998, although there can be no assurance that all steps will be completed in
a timely manner until the full scope of the Year 2000 problem is evaluated. 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 Transportation Services Agreement with subsidiaries of ConAgra, 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 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.

   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.

                                       15
<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 5. OTHER INFORMATION

        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 approximately $12.5 million. TBI's revenue attributable to its
contract mail carriage and other remaining businesses is currently approximately
$13 million on an annualized basis.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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


        Exhibit Number                        Description
        --------------                        -----------
 
           10.4          Fourth Amendment to Loan and Security Agreement, dated
                         as of March 12, 1998, between the Company and FINOVA
                         Capital Corporation.
 
           12            Computation of Ratio of Earnings to Fixed Charges

           21            Subsidiaries of the Company and Jurisdictions of
                         Incorporation

           27            Financial Data Schedule

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

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

                                       16
<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, 1998
<PAGE>
 
                 AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                                 EXHIBIT INDEX



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

   10.4           Fourth Amendment to Loan and Security Agreement,
                  dated as of March 12, 1998, between the Company
                  and FINOVA Capital Corporation

   12             Computation of Ratio of Earnings to Fixed Charges

   21             Subsidiaries of the Company and Jurisdictions of
                  Incorporation

   27             Financial Data Schedule