<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 September 30, 1996

                                       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 
incorporation or organization)              (I.R.S. Employer 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                                      17
 
   Item 4.    Submission of Matters to a Vote of Security Holders    17
 
   Item 6.    Exhibits and Reports on Form 8-K                       18
 



                                       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          Nine Months Ended
                                                  September 30,              September 30,
                                               ------------------        --------------------
                                               1996*       1995*           1996*       1995*
                                              --------    -------        --------    --------
<S>                                           <C>         <C>            <C>         <C>
                                                                   
Operating revenue                             $62,971     $25,198        $161,145     $66,178
                                              -------     -------        --------     -------
Operating expenses:                                                                  
 Salaries, wages and fringe benefits           19,826       7,851          51,951      20,173
 Purchased transportation                      16,642       6,398          40,713      18,063
 Operating supplies and expenses               10,709       4,073          29,137       9,891
 Depreciation and amortization of              
  capital leases                                3,930       1,925          10,150       4,885                                       
 Claims and insurance                           2,431         965           6,067       2,571
 Operating taxes and licenses                   1,369         685           3,534       1,238
 General supplies and expenses                  3,299         829           7,637       2,055
 Amortization of intangibles                      310          78             808         318
 Gain on disposal of property and               
  equipment                                      (182)       (302)           (437)       (365) 
                                              -------     -------        --------     -------
    Total operating expenses                   58,334      22,502         149,560      58,829
                                              -------     -------        --------     -------
                                                                                     
Operating income                                4,637       2,696          11,585       7,349
                                                                                     
Interest expense                                4,523       1,030          12,166       2,539
Amortization of financing fees                    124           2             359           5
Other income, net                                (135)        (58)           (424)       (167)
                                              -------     -------        --------     -------
                                                                                     
Income (loss) before income taxes and                                                
 extraordinary item                               125       1,722            (516)      4,972
                                                                                     
Income taxes                                      757         573             470       1,900
                                              -------     -------        --------     -------
                                                                                     
Income (loss) before extraordinary item          (632)      1,149            (986)      3,072
                                                                                     
Extraordinary item, loss on early                                                    
 retirement of debt,                                
 net of taxes of $154                               -           -            (230)          - 
                                              -------     -------        --------     -------
                                                                                     
    Net income (loss)                         $  (632)    $ 1,149        $ (1,216)    $ 3,072
                                              =======     =======        ========     =======
 
</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>
                                          September 30,   December 31,
                                               1996           1995
                                          --------------  -------------
                                           (Unaudited)
<S>                                       <C>             <C>
                 ASSETS
 
Current assets:
  Cash and cash equivalents                    $  1,842       $ 15,286
  Accounts and notes receivable, net             26,295         12,269
  Prepaid expenses                                7,883          4,057
  Repair parts and supplies                       1,235            844
  Deferred income taxes                           1,270            960
  Other current assets                            1,350            941
                                               --------       --------
       Total current assets                      39,875         34,357
 
Property and equipment, net                     110,556         67,191
Goodwill, net                                    38,380         32,705
Notes receivable                                    600              -
Other assets                                      7,231          6,282
                                               --------       --------
       Total assets                            $196,642       $140,535
                                               ========       ========
 
 
 
 
    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
 
Current liabilities:
  Current portion of long-term debt            $ 13,012       $ 10,566
  Accounts payable and accrued expenses          17,239         12,071
  Claims and insurance accruals                   1,667          1,852
  Other current liabilities                         598            499
                                               --------       --------
       Total current liabilities                 32,516         24,988
 
Long-term debt                                  155,646        107,769
Deferred income taxes                             8,500          7,773
Other liabilities                                 2,558          1,822
                                               --------       --------
       Total liabilities                        199,220        142,352
                                               --------       --------
 
Stockholders' equity (deficiency):
  Common stock; $.01 par value; 3,503          
   shares issued and outstanding                     35             33
  Additional paid-in capital                        898              -
  Loans to stockholders                          (1,880)        (1,435)
  Accumulated deficit                            (1,631)          (415)
                                               --------       --------
 
       Total stockholders' equity                
        (deficiency)                             (2,578)        (1,817)
                                               --------       --------
       Total liabilities and                   
        stockholders' equity                   
        (deficiency)                           $196,642       $140,535 
                                               ========       ======== 
</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>
                                                    Nine Months Ended
                                                      September 30,
                                                   -------------------
                                                     1996*     1995*
                                                   ---------  --------
<S>                                                <C>        <C>
OPERATING ACTIVITIES:                           
  Net income (loss)                                 $ (1,216)  $ 3,072
  Adjustments to reconcile net income           
    (loss) to net cash provided by 
    operating activities:          
    Depreciation and amortization of                 
      capital leases                                  10,150     4,885 
    Amortization of intangibles                          808       318
    Gain on disposal of property and                 
      equipment                                         (437)     (365) 
    Provision for deferred income taxes                  317       299
    Other, net                                          (855)      344
    Changes in current assets and               
      liabilities, net of effects               
      from acquisitions:                        
     Accounts and notes receivable, net              (10,634)      969
     Prepaid expenses                                 (1,577)     (561)
     Repair parts and supplies                          (152)      (48)
     Other current assets                               (353)    1,949
     Accounts payable and accrued                   
       expenses                                        3,208    (1,324) 
     Claims and insurance accruals                       704       575
     Other current liabilities                            66      (520)
                                                    --------   -------
      Net cash provided by operating                
       activities                                         29     9,593
                                                    --------   ------- 
INVESTING ACTIVITIES:                           
  Purchase of Freymiller assets, net of             
    liabilities assumed                              (18,821)        - 
  Purchase of property and equipment                 (20,146)   (5,519)
  Payments for acquisitions, net of cash            
    acquired                                          (8,383)   (1,959) 
  Proceeds from sale of property and                
    equipment                                          5,760     1,953 
  Other, net                                             829      (227)
                                                    --------   -------
      Net cash used in investing                    
       activities                                    (40,761)   (5,752)
                                                    --------   -------  
FINANCING ACTIVITIES:                           
  Revolving line of credit                            28,840         -
  Proceeds from issuance of long-term               
    debt                                              17,236     7,148 
  Repayment of long-term debt                        (18,786)   (9,960)
  Other, net                                              (2)     (298)
                                                    --------   -------
      Net cash provided by (used in)                
       financing activities                           27,288    (3,110)
                                                    --------   -------  
Net increase (decrease) in cash and                 
 cash equivalents                                    (13,444)      731 
Cash and cash equivalents, beginning of             
 period                                               15,286     1,617
                                                    --------   ------- 
Cash and cash equivalents, end of period            $  1,842   $ 2,348
                                                    ========   =======
                                                
Supplemental cash flow information:             
  Cash paid during the period for:              
   Interest                                         $  8,963   $ 2,781
   Income taxes                                          174     2,064
  Property and equipment financed               
   through capital lease obligations and            
   other debt                                         10,258     6,123 
 
</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 1995 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 principal subsidiaries are W&L Services Corp. ("W&L"),
Thompson Bros., Inc. ("TBI"), J.C. Bangerter & Sons, Inc. ("Bangerter"),
AmeriTruck Refrigerated Transport, Inc. ("ART"), Scales Transport Corporation
("Scales") and KTL, Inc. ("KTL" and, collectively the "Operating Companies").
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 September 30, 1996 and December 31,
1995 and the results of operations for the three-month and nine-month periods
ended September 30, 1996 and 1995 and cash flows for the nine-month periods
ended September 30, 1996 and 1995 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

     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. KTL operates
approximately 140 tractors and 300 trailers and employs approximately 300
persons, of whom 240 are drivers and many of whom operate 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 

                                       4
<PAGE>
 
purchase price over the fair values of the net assets acquired has been recorded
as goodwill. The net assets acquired were as follows (in thousands):

<TABLE>
<CAPTION>
             <S>                            <C>      
             Cash                           $    107 
             Property and equipment, net      12,141 
             Goodwill                          6,167 
             Other assets                      3,445 
             Long-term debt                  (10,786)
             Other liabilities                (1,684)
                                            -------- 
               Net assets acquired          $  9,390 
                                            ======== 
</TABLE>

     The accompanying consolidated financial statements include assets,
liabilities and financial results of KTL since July 1, 1996. The following
unaudited pro forma operating results of the Company for the nine months ended
September 30, 1996 and 1995, reflect the KTL acquisition as if it had occurred
on January 1, 1995. The following unaudited pro forma operating results for the
nine months ended September 30, 1995 also reflect the Bangerter, CMS, Scales and
CBS acquisitions as if they had occurred on January 1, 1995.

<TABLE>
<CAPTION>
                                                       Nine Months Ended
                                                         September 30,
                                                       -------------------
                                                         1996       1995
                                                       ---------  --------
                                                         (in thousands)
             <S>                                       <C>        <C>
             Operating revenue                         $174,447   $128,691
             Operating income                            13,833     13,755
             Income (loss) before extraordinary item       (259)     1,765
             Net income (loss)                             (489)     1,765
</TABLE>

    These pro forma results have been prepared for comparative purposes only and
include pro forma adjustments for conformed depreciation lives and salvage
values and certain other adjustments, including adjustment of the effective tax
rate to the expected rate of AmeriTruck. They are not necessarily indicative of
the results of operations that might have occurred had the acquisitions actually
taken place on January 1, 1995, or of future results of operations of the
consolidated entities. The pro forma results for the nine months ended September
30, 1996 include the purchase of the Freymiller Assets (as defined below) since
February 1996. These assets have not yet generated operating margins comparable
to the other AmeriTruck subsidiaries. The acquisition of the Freymiller Assets
did not require pro forma financial statements and thus the comparative results
for the nine months ended September 30, 1995 do not reflect the pro forma effect
of such assets.

     In February 1996, the Company, through CMS Transportation Services, Inc.
("CMS"), 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.

                                       5
<PAGE>
 
     In April 1996, the Company changed the corporate name of CMS to AmeriTruck
Refrigerated Transport, Inc.  ART currently conducts the operations not only
of CMS but also those formerly conducted with the Freymiller Assets.

     The Company funded the cash payments for the purchase of the Freymiller
Assets and the KTL acquisition primarily from borrowings under the NationsBank
and Volvo credit facilities. See footnote "3. Long-Term Debt."

     AmeriTruck was formed in August 1995 to effect the combination of six
regional trucking lines in November 1995: W&L, TBI, Bangerter, CMS and certain
related companies, Scales and a certain related company and 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. The
accompanying AmeriTruck consolidated statements of operations and cash flows
reflect W&L and TBI combined historical results and cash flows for the entire
1995 periods, and Bangerter results and cash flows since August 1, 1995. 
Subsequent to these acquisitions, CBS' operations were merged into Scales.

     In May 1995, W&L acquired Dietz Motor Lines, Inc. for $2.0 million in cash,
which includes payment for non-compete agreements of $400,000 as well as an
amount for certain eligible accounts receivable. This acquisition has been
accounted for using the purchase method of accounting. Accordingly, the purchase
price was allocated to the assets acquired and the liabilities assumed based on
their estimated fair values at the date of acquisition. The results of
operations of the acquired company are included in the financial statements from
the date of acquisition.


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 committed, subject to the terms and conditions of the
NationsBank Credit Facility, to provide 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 agreed to provide 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 $23.5
million at September 30, 1996 and were primarily used for the purchase of the
Freymiller Assets and the KTL acquisition. Available borrowings were $2.3
million at September 30, 1996 as there were $4.2 million in letters of credit
outstanding.

     The Company's obligations under the NationsBank Credit Facility are
collateralized by substantially all assets 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 

                                       6
<PAGE>
 
limitation on the incurrence of indebtedness and a requirement that the Company
maintain a specified Senior Funded Debt Ratio and Fixed Charge Coverage 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 September 30, 1996, the Operating
Companies have pledged collateral which provides for a $7.5 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 September 30, 1996, borrowings outstanding under the Volvo Line of
Credit were $5.4 million with available borrowings of $2.1 million. The
outstanding debt balance under the Equipment Financing Facility was $5.1 million
at September 30, 1996; however, available financing under this facility is less
than $16 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.  CHANGE IN ACCOUNTING ESTIMATES

     During 1995, the Company changed its estimate of the useful lives and
salvage values of certain revenue equipment. This change had the effect of
increasing operating income for the nine months ended September 30, 1995, by
approximately $340,000.

5.   OTHER INCOME, NET

     Other (income) expense consists of the following (in thousands):
<TABLE>
<CAPTION>
 
                       Three Months Ended    Nine Months Ended
                         September 30,         September 30,
                      --------------------  -------------------
                         1996       1995      1996       1995
                      ----------  --------  ---------  --------
<S>                   <C>         <C>       <C>        <C>
 
Interest income           $(128)    $ (53)     $(414)    $(161)
Miscellaneous, net           (7)       (5)       (10)       (6)
                          -----     -----      -----     -----
                          $(135)    $ (58)     $(424)    $(167)
                          =====     =====      =====     =====
 
</TABLE>

                                       7
<PAGE>
 
6.   CONTINGENCIES

     Bangerter has been named as a defendant in a lawsuit entitled The Ekotek
                                                                   ----------
Site PRP Committee v. Steven M. Self et al., Civil No. 2:94CV277K (U.S. District
-------------------------------------------
Court Utah, Central Division), alleging that Bangerter is a potentially
responsible party with respect to the removal and remediation cost of The Ekotek
Site, located in North Salt Lake City, Utah. The suit alleges that hazardous
waste generated by Bangerter, together with substantial volumes of additional
hazardous waste generated by numerous other businesses, were taken to the site
by a waste disposal firm engaged by Bangerter. Bangerter has settled the
litigation for $25,000 and the lawsuit has been dismissed with prejudice. It is
the opinion of management and counsel that there is no reasonable probability of
additional liability. 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 additional 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 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 could reasonably be expected to have a
material adverse effect on the Company's consolidated financial position,
operations or liquidity.

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


     The following analysis should be read in conjunction with the consolidated
financial statements included in Item 1 - "Financial Statements."  Results for
the three and nine months ended September 30, 1995 include W&L and TBI results
on a combined basis as the "Predecessor Company" for the entire 1995 periods,
and Bangerter results since August 1, 1995.  Results for the three and nine
months ended September 30, 1996 for the Company include the results of W&L, TBI,
Bangerter, ART (including the Freymiller Assets since February 5, 1996) and
Scales for the entire 1996 periods and of KTL since July 1, 1996. Bangerter, ART
(including the Freymiller Assets), Scales and KTL are collectively referred to
below as the "Acquired Companies. "


RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 1995

Net Income

     For the quarter ended September 30, 1996, the Company had a net loss of
$632,000 compared with net income of $1.1 million for the same period in 1995.
The additional revenue and operating income from the Acquired Companies in the
third quarter of 1996 was substantially offset by additional interest costs.
In addition, operating income was negatively impacted by increased fuel costs 
and driver shortages. Excluding the tax provision of $757,000 for the third 
quarter of 1996, AmeriTruck pretax income was $125,000.

Revenues

     Third quarter revenues for 1996 improved $37.8 million, or 150 percent,
compared with the third quarter of 1995.  Approximately $36.4 million, or 96
percent of this increase, reflects revenues of the Acquired Companies.  The
Predecessor Company had increased revenues of $1.4 million primarily
attributable to increased volume during the three month period ended September
30, 1996.

Expenses

     The following table sets forth operating expenses as a percentage of
revenue and the related variance from 1996 to 1995.

<TABLE>
<CAPTION>
                                                                          
                                           Three Months Ended             
                                             September 30,       Variance
                                          --------------------   Increase  
                                            1996       1995     (Decrease) 
                                          ---------  ---------  ----------
<S>                                       <C>        <C>        <C>
 Salaries, wages and fringe benefits          31.5%      31.2%         .3%
 Purchased transportation                     26.4       25.4         1.0
 Operating supplies and expenses              17.0       16.2          .8
 Depreciation and amortization of                                          
  capital leases                               6.2        7.6        (1.4) 
 Claims and insurance                          3.9        3.8          .1
 Operating taxes and licenses                  2.2        2.7         (.5)
 General supplies and expenses                 5.2        3.3         1.9
 Amortization of intangibles                    .5         .3          .2
 Gain on disposal of property and                                         
  equipment                                    (.3)      (1.2)         .9 
                                              ----       ----        ----
      Operating Ratio                         92.6%      89.3%        3.3%
                                              ====       ====        ====
</TABLE>

     Salaries, wages and fringe benefits for the third quarter of 1996 increased
$12.0 million, or 153 percent, compared with the third quarter of 1995 due to
the addition of $11.2 million in salaries, wages and fringe benefits
attributable to the Acquired Companies.  In addition, the increase is
attributable to corporate salaries, some of which should generate future cost
savings for the Company as a whole due to more competitive prices obtained in
such areas as equipment and parts, fuel, insurance and financing.

                                       9
<PAGE>
 
     Purchased transportation costs were up $10.2 million in the third quarter
of 1996.  The Acquired Companies added $9.2 million to these costs, while the
Predecessor Company showed an increase of $1.0 million in 1996 due to the
increase in owner operator miles.  The 1.0 percentage point increase in
purchased transportation costs, as a percent of revenue, is mainly attributable
to the Acquired Companies, whose percentage of equipment held under operating
leases is higher than the Predecessor Company's, thus increasing equipment rents
for 1996.  This increase in percentage of revenue was partially offset due to
the Acquired Companies driver base consisting of an average of just 25 percent
owner operators for the third quarter of 1996, as compared to the Predecessor
Company's driver base, which  consisted of 32 percent owner operators as of
September 30, 1995.

     Operating supplies and expenses for the Company were $6.6 million higher
for the quarter ended September 30, 1996 over 1995.  Of this increase, $6.6
million is attributable to the Acquired Companies. The .8 percentage point
increase in operating supplies as a percent of revenue is mainly attributable to
the Acquired Companies, whose driver base consists of an average of 75 percent
of Company drivers, contributing to higher fuel and maintenance costs  for
Company owned equipment.  The Company's fuel costs would have been lower by
approximately $600,000 had the average fuel price for the third quarter of 1996
remained consistent with the first quarter of 1996.

     Depreciation and amortization of capital leases were up $2.0 million, but
decreased as a percentage of revenue in the third quarter of 1996 due to the
acquisition of used assets from Freymiller as well as a higher percentage of the
Acquired Companies' equipment being held under operating leases. During 1995,
the Company changed its estimate of the useful lives and salvage values of
certain revenue equipment.  This change had the effect of increasing operating
income for the third quarter of 1995, by approximately $133,000.

     Claims and insurance expenses were up $1.5 million, for the third quarter
of 1996 as compared to the same period in 1995, which is due primarily to costs
attributable to the Acquired Companies.  However, on a percentage of revenue
basis, these costs were comparable.

     General supplies and expenses increased by $2.5 million for the third
quarter of 1996 when compared with the same period in 1995. The general supplies
and expenses of the Acquired Companies accounted for the majority of this
increase, as the Predecessor Company had only a slight increase in this
category. The largest components of these expenses of the Acquired Companies
were building and office equipment rents, utilities, agent commissions and
office expenses.

     Interest expense increased $3.5 million for the quarter ended September 30,
1996 over the same period in 1995. Interest on the Subordinated Notes, which
were issued in November 1995 in conjunction with the 1995 acquisitions, and the
NationsBank and Volvo credit facilities, which were used to fund the acquisition
of the Freymiller Assets and KTL, were the primary factors for this change.

     The increase in the effective tax rate for the quarter ended September 30, 
1996 compared with the third quarter of 1995 is primarily due to the drivers' 
expense allowances paid by Freymiller and KTL, a portion of which are 
nondeductible expenses.


NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED WITH NINE MONTHS ENDED SEPTEMBER
30, 1995

Net Income

     For the nine months ended September 30,1996, the Company had a net loss of
$1.2 million compared with net income of $3.1 million for the same period in
1995.  The additional revenue and operating income from the Acquired Companies
in the first nine months of 1996 was substantially offset by additional interest
costs. In addition, operating income was negatively impacted by increased fuel
costs and driver shortages. 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 a portion of the proceeds from the
Company's Subordinated Notes offering in 1995.

Revenues

     Revenues for the first nine months of 1996 improved $95.0 million, or 144
percent, compared with the first nine months of 1995.  Approximately $90.1
million, or 95 percent, of this increase reflects 

                                       10
<PAGE>
 
revenues of the Acquired Companies. The Predecessor Company had increased
revenues of $4.9 million primarily attributable to increased volume during the
nine month period ended September 30, 1996.

Expenses

     The following table sets forth operating expenses as a percentage of
revenue and the related variance from 1996 to 1995.
<TABLE>
<CAPTION>
                                           Nine Months Ended             
                                             September 30,      Variance
                                          -------------------   Increase 
                                            1996       1995    (Decrease)
                                          ---------  --------  ----------
<S>                                       <C>        <C>       <C>
 Salaries, wages and fringe benefits          32.2%     30.5%        1.7%
 Purchased transportation                     25.3      27.3        (2.0)
 Operating supplies and expenses              18.1      14.9         3.2
 Depreciation and amortization of                                         
  capital leases                               6.3       7.4        (1.1) 
 Claims and insurance                          3.8       3.9         (.1)
 Operating taxes and licenses                  2.2       1.9          .3
 General supplies and expenses                 4.7       3.1         1.6
 Amortization of intangibles                    .5        .5           -
 Gain on disposal of property and                                        
  equipment                                    (.3)      (.6)         .3 
                                              ----      ----        ----
      Operating Ratio                         92.8%     88.9%        3.9%
                                              ====      ====        ====
</TABLE>

     Salaries, wages and fringe benefits for the first nine months of 1996
increased $31.8 million, or 158 percent, compared with the first nine months of
1995 due to the addition of $29.9 million in salaries, wages and fringe benefits
attributable to the Acquired Companies.  In addition, the increase is
attributable to corporate salaries, some of which should generate future cost
savings for the Company as a whole due to more competitive prices obtained in
such areas as equipment and parts, fuel, insurance and financing.  The 1.7
percentage point increase in salaries, wages and fringe benefits as a percentage
of revenue is attributable primarily to the Acquired Companies, because only 17
percent of their nine month average combined driver base consisted of owner
operators, whose costs are reflected in purchased transportation.  In contrast,
as of September 30, 1995, 32 percent of the Predecessor Company's driver base
consisted of owner operators.  The Predecessor Company also had increases in
wages and salaries for drivers and terminal personnel due to the increased
mileage during the first nine months of 1996 and pay increases.

     Purchased transportation costs were up $22.7 million in the first nine
months of 1996, but decreased on a percentage of revenue basis by 2.0 percentage
points.  The Acquired Companies added $20.1 million to these costs, but their
driver base, which consists of an average of just 17 percent owner operators,
helped to lower purchased transportation costs as a percentage of revenue.  This
decrease in percentage of revenue was partially offset by a higher percentage of
equipment held under operating leases by the Acquired Companies which resulted
in increased equipment rents.  The Predecessor Company showed an increase of
$2.6 million in purchased transportation costs in the 1996 period due to
expanded freight opportunities and its continued use of owner operator drivers.

     Operating supplies and expenses for the Company were $19.3 million higher
for the nine months ended September 30, 1996 over 1995.  Of this increase, $18.5
million is attributable to the Acquired Companies.  The Predecessor Company also
added $756,000 to this increase due to increased fuel costs and maintenance
expenses.  The 3.2 percentage point increase in operating supplies as a
percentage of revenue is mainly attributable to the Acquired Companies, whose
driver base consists of an average of 83 percent of Company drivers,
contributing to higher fuel and maintenance costs for Company owned equipment.
The Company's fuel costs would have been lower by approximately $1.4 million had
the average fuel price for the second and third quarters of 1996 remained
consistent with the first quarter of 1996.

     Depreciation and amortization of capital leases were up $5.3 million, but
decreased as a percentage of revenue in the first nine months of 1996 due to the
acquisition of used assets from Freymiller as well as a higher percentage of the
Acquired Companies' equipment being held under operating leases. During 1995,
the Company changed its estimate of the useful lives and salvage values of
certain

                                       11
<PAGE>
 
revenue equipment.  This change had the effect of increasing operating income
for the nine months ended September 30, 1995, by approximately $340,000.

     Claims and insurance expenses were up $3.5 million for the first nine
months of 1996 as compared to the first nine months of 1995, which is due
primarily to costs attributable to the Acquired Companies.  However, on a
percentage of revenue basis, these costs were comparable.

     General supplies and expenses increased by $5.6 million for the first nine
months of 1996 when compared with the same period in 1995. The general supplies
and expenses of the Acquired Companies accounted for the majority of this
increase, as the Predecessor Company had only a slight increase in this
category. The largest components of these expenses of the Acquired Companies
were building and office equipment rents, utilities, agent commissions and
office expenses.

     Interest expense increased $9.6 million for the nine months ended September
30, 1996 over the same period in 1995. Interest on the Subordinated Notes, which
were issued in November 1995 in conjunction with the 1995 acqusitions, and the
NationsBank and Volvo credit facilities, which were used to fund the acquisition
of the Freymiller Assets and KTL, were the primary factors for this change.

     The increase in the effective tax rate for the nine months ended September
30, 1996 compared with the first nine months of 1995 is primarily due to the
driver's expense allowances paid by Freymiller and KTL, a portion of which are
nondeductible expenses.

CONTINGENCIES

     Bangerter has been named as a defendant in a lawsuit entitled The Ekotek
                                                                   ----------
Site PRP Committee v. Steven M. Self et al., Civil No. 2:94CV277K (U.S. District
-------------------------------------------
Court Utah, Central Division), alleging that Bangerter is a potentially
responsible party with respect to the removal and remediation cost of The Ekotek
Site, located in North Salt Lake City, Utah. The suit alleges that hazardous
waste generated by Bangerter, together with substantial volumes of additional
hazardous waste generated by numerous other businesses, were taken to the site
by a waste disposal firm engaged by Bangerter. Bangerter has settled the
litigation for $25,000 and the lawsuit has been dismissed with prejudice. It is
the opinion of management and counsel that there is no reasonable probability of
additional liability. 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 additional 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 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 could reasonably be expected to 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 nine months ended
September 30, 1996 was $29,000 compared with $9.6 million for the nine months
ended September 30, 1995. The decrease of $9.6 million was primarily
attributable to a $11.6 million increase in accounts receivable during the first
nine months of 1996, of which $7.0 million resulted from the purchase of the
Freymiller Assets, and a decrease in net income of $4.3 million. These decreases
were partially offset by an increase in depreciation and amortization of capital
leases of $5.3 million.

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 

                                       12
<PAGE>
 
Indenture. As of September 30, 1996,
the Company has applied the net proceeds of the Series A Notes primarily to
finance the Acquisitions and prepay debt and capitalized leases.

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 committed, subject to the terms and conditions of the
NationsBank Credit Facility, to provide 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 agreed to provide 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 $23.5
million at September 30, 1996 and were primarily used for the purchase of the
Freymiller Assets and the KTL acquisition. Available borrowings were $2.3
million at September 30, 1996 as there were $4.2 million in letters of credit
outstanding.

     The Company's obligations under the NationsBank Credit Facility are
collateralized by substantially all assets 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.

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 September 30, 1996, the Operating
Companies have pledged collateral which provides for a $7.5 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.

                                       13
<PAGE>
 
     At September 30, 1996, borrowings outstanding under the Volvo Line of
Credit were $5.4 million with available borrowings of $2.1 million. The
outstanding debt balance under the Equipment Financing Facility was $5.1 million
at September 30, 1996; however, financing under this facility is less than $16
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.

     The Operating Companies began taking delivery of the Volvo trucks in early
May at an average rate of 10 per week, with total deliveries for the second and
third quarters of 192 trucks.  Another 142 trucks are scheduled for delivery
during the fourth quarter of 1996.  To partially offset these planned 1996
expenditures of $21.8 million, the Company intends to sell at least 325 used
trucks from the Operating Companies for approximately $7 million.  The number of
trucks scheduled for delivery and for sale during 1996 increased by
approximately 75 units as a result of planned modernization of KTL's existing
fleet.


Capital Expenditures and Resources

     The Company had capital expenditures, net of cash proceeds from
dispositions, of $14.4 million for the nine months ended September 30, 1996,
excluding the purchase of the Freymiller Assets and the KTL acquisition, and
$3.6 million for the nine months ended September 30, 1995, excluding the Dietz
acquisition. These amounts also do not include capital expenditures financed
through capital leases and other debt which amounted to approximately $10.3
million and $6.1 million for the nine months ended September 30, 1996 and 1995,
respectively. The increase in capital expenditures during the first nine months
of 1996 was primarily due to the purchase of new tractors and trailers in order
to maintain an average fleet age of approximately 2 years for tractors and 4
years for trailers.

     AmeriTruck projects 1996 capital expenditures to increase over 1995 levels.
The Company will purchase approximately 350 new trucks, including the 334 Volvo
trucks, and 465 new trailers during 1996. Approximately 90 percent of these new
tractors and trailers are planned to replace older equipment. These equipment
purchases and 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. As of September 30, 1996, the Company had
taken delivery of 209 new trucks and 428 new trailers.

     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. KTL operates
approximately 140 tractors and 300 trailers and employs approximately 300
persons, of whom 240 are drivers and many of whom operate 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.

                                       14
<PAGE>
 
     In February 1996, the Company, through CMS Transportation Services, Inc.
("CMS"), 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, the Company changed the corporate name of CMS to AmeriTruck
Refrigerated Transport, Inc.  ART currently conducts the operations not only of
CMS but also those formerly conducted with the Freymiller Assets.

     During the nine-months ended September 30, 1996, operating profit margins
were negatively impacted by escalating fuel costs, the assimilation of
significant assets from the Freymiller bankruptcy estate, the merger of the
operations of CBS into Scales, and the cost of developing a corporate staff. The
Company has implemented a fuel surcharge to its customers to help combat this
surge in fuel costs. The merger of CBS into Scales caused the Company to lose
some qualified drivers which in turn resulted in decreased equipment
utilization. In addition, one subsidiary lost drivers as a result of eliminating
driver expense allowances and changing their pay structure. The Company has
intensified its efforts in the driver recruitment and training areas and has
begun to correct this problem in the fourth quarter.

     In May 1995, W&L acquired Dietz Motor Lines, Inc. for $2.0 million in cash,
which includes payment for non-compete agreements of $400,000 as well as an
amount for certain eligible accounts receivable.  This acquisition has been
accounted for using the purchase method of accounting.  Accordingly, the
purchase price was allocated to the assets acquired and the liabilities assumed
based on their estimated fair values at the date of acquisition.  The results of
operations of the acquired company are included in the financial statements from
the date of acquisition.

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 a revolving credit facility with NationsBank of
Texas, N.A. and a revolving credit facility with Volvo Truck Finance North
America, Inc. As described above, these revolving credit facilities, subject to
the conditions on borrowing contained therein, will give AmeriTruck the ability
to pursue acquisitions that the Company could not otherwise fund through cash
provided by operations. In addition, the Company may finance its acquisitions
through equity issuances, seller financing and other debt financings.

     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.

                                       15
<PAGE>
 
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. 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 April
at 15.7 cents above the December 31, 1995 price.  Since April, the average price
had decreased some, but is beginning to gradually increase to near peak levels
again.  According to the survey, the average price of diesel fuel for the third
quarter of 1996 was approximately 2.0 cents above the first quarter average
price.  The Company has seen its fuel prices increase at a rate consistent with
the national average.


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, 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 1996 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: inflation and
fuel costs; substantial leverage; liquidity and capital resources; absence of
combined operating history; dependence on certain customers; cyclicality and
other economic factors; competition; availability of drivers; regulation; claims
exposure; and dependence on key personnel. Each of these risk factors is
discussed in more detail in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995 and other filings the Company has made with the
Securities and Exchange Commission and are incorporated herein by reference.

                                       16
<PAGE>
 
                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     The Company is 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 could reasonably be expected to have a material adverse affect
on the Company's consolidated financial position, operations or liquidity.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        (a)  The date of the annual meeting was August 7, 1996.
 
        (b)  Messrs. Lawrence, Beauchamp, Evans, Greenwood, Langevin, May and 
             Scales were elected to the Board of Directors.

        (c)  The following matters were voted on at the meeting:

             (1)  The following persons were nominated and elected to serve as
                  directors of AmeriTruck :

<TABLE>
<CAPTION>
                               Number of     Number of     Number of     Broker
           Name               Shares in       Shares        Shares      Nonvotes
                                 Favor        Against      Abstained            
           ----              -----------     ---------     ---------    --------
<S>                          <C>             <C>           <C>          <C>
M. L. Lawrence                 2,662,481      None          None         None
R. A. Beauchamp                2,662,481      None          None         None
K. H. Evans, Jr.               2,662,481      None          None         None
W. E. Greenwood                2,662,481      None          None         None
M. J. Langevin                 2,662,481      None          None         None
J. M. May                      2,662,481      None          None         None
W. P. Scales                   2,662,481      None          None         None
 
 
</TABLE>
             (2)  Coopers & Lybrand, L.L.P. was selected as the Company's
                  independent accountants for the year ending December 31, 1996.


<TABLE>
<CAPTION>
                               Number of     Number of     Number of     Broker
                              Shares in       Shares        Shares      Nonvotes
                                 Favor        Against      Abstained    
                              ----------     ---------     ---------    --------
<S>                           <C>            <C>           <C>          <C>
                               2,662,481      None          None         None
</TABLE>

                                       17
<PAGE>
 
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               First Amendment to Loan Agreement, dated August
                     13, 1996, to be effective as of June 28, 1996,
                     between the Company and NationsBank of Texas, N.A.
 *10.2               Stock Purchase Agreement, dated as of August 23,
                     1996, between the Company and Ronald N. Damico
  10.3               Continuing and Unconditional Guaranty, dated as of
                     September 16, 1996, between KTL and NationsBank of
                     Texas, N.A.
  10.4               Security Agreement, dated as of September 16,
                     1996, between KTL and NationsBank of Texas, N.A.
  10.5               Guarantee of 12  1/4% Senior Subordinated Notes
                     Due 2005, Series B, dated as of September 19,
                     1996, by KTL
  12                 Computation of Ratio of Earnings to Fixed Charges
  27                 Financial Data Schedule
 
 *  Incorporated by reference to the Company's Current Report on Form 8-K filed
    with the Securities and Exchange Commission on September 9, 1996.
 
        B.  Reports on Form 8-K

            On September 9, 1996, the Company filed a report on Form 8-K in
            connection with the acquisition of KTL. On November 5, 1996, the 
            Company filed an amendment to this Form 8-K.

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

                                       18
<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: November 14, 1996
<PAGE>
 
                AMERITRUCK DISTRIBUTION CORP. AND SUBSIDIARIES

                                 EXHIBIT INDEX
 
 
Exhibit                                                                  Page
Number        Description                                               Number
-------       -----------                                               ------
10.1          First Amendment to Loan Agreement, dated
              August 13, 1996, to be effective as of
              June 28, 1996, between the Company and
              NationsBank of Texas, N.A.

10.3          Continuing and Unconditional Guaranty,
              dated as of September 16, 1996, between
              KTL and NationsBank of Texas, N.A.

10.4          Security Agreement, dated as of September
              16, 1996, between KTL and NationsBank of
              Texas, N.A.

10.5          Guarantee of 12  1/4% Senior Subordinated
              Notes Due 2005, Series B, dated as of
              September 19, 1996, by KTL

12            Computation of Ratio of Earnings to Fixed
              Charges

27            Financial Data Schedule