<PAGE>   1

                                  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: May 2, 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:            .
                                              ------------

                            ------------------------

                                MEADOWCRAFT, INC.
             (Exact name of Registrant as specified in its charter)


<TABLE>
<S>                                                     <C>
          Delaware                                         63-0891252
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)
</TABLE>


                           4700 Pinson Valley Parkway
                            Birmingham, Alabama 35215
                    (Address of principal executive offices)

                                 (205) 853-2220
              (Registrant's telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed all reports 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 Registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.

                               Yes  X   No
                                  ----    -----


     As of May 27, 1998, 19,708,750 shares of the Registrant's Common Stock
                  $.01 par value, were issued and outstanding.


<PAGE>   2


                                MEADOWCRAFT, INC.

                                    FORM 10-Q

                                   May 2, 1998

                                TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

         Item 1.  Financial Statements
                  Consolidated Condensed Balance Sheets
                  Consolidated Condensed Statements of Operations
                  Consolidated Condensed Statements of Cash Flows
                  Notes to Consolidated Condensed Financial Statements

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

PART II - OTHER INFORMATION

         Item 6.  Exhibits

SIGNATURE



                                       2
<PAGE>   3




                                MEADOWCRAFT, INC.
                 UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                              July 31, 1997     May 3, 1997      May 2, 1998
                                              -------------    -------------    -------------
<S>                                           <C>              <C>              <C>
ASSETS
CURRENT ASSETS:
  DUE FROM FACTOR                             $  10,758,000    $  35,549,000    $  42,526,000
  ACCOUNTS RECEIVABLE                             5,700,000       27,915,000       35,787,000
  INVENTORIES                                    11,590,000       21,472,000       33,300,000
  PREPAID EXPENSES AND OTHER                        293,000          330,000        3,785,000
                                              -------------    -------------    -------------

TOTAL CURRENT ASSETS                             28,341,000       85,266,000      115,398,000
                                              -------------    -------------    -------------

  PROPERTY, PLANT AND EQUIPMENT                  59,869,000       57,798,000       84,131,000
  LESS: ACCUMULATED DEPRECIATION                (17,908,000)     (16,670,000)     (22,110,000)
                                              -------------    -------------    -------------

NET PROPERTY, PLANT AND EQUIPMENT                41,961,000       41,128,000       62,021,000
                                              -------------    -------------    -------------

OTHER ASSETS                                        770,000          667,000          696,000
                                              -------------    -------------    -------------

                                              $  71,072,000    $ 127,061,000    $ 178,115,000
                                              =============    =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  CURRENT PORTION OF LONG-TERM DEBT           $   4,550,000    $   4,750,000    $   2,740,000
  NOTES PAYABLE                                  10,226,000       48,896,000       53,164,000
  ACCOUNTS PAYABLE                                2,847,000        9,331,000       15,654,000
  ACCRUED EXPENSES                                6,913,000        9,436,000       12,887,000
                                              -------------    -------------    -------------

TOTAL CURRENT LIABILITIES                        24,536,000       72,413,000       84,445,000
                                              -------------    -------------    -------------

LONG-TERM DEBT                                   13,392,000       15,320,000       26,863,000
                                              -------------    -------------    -------------

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
COMMON STOCK, $.01 PAR VALUE, 100,000,000
  SHARES AUTHORIZED, 16,000,000 SHARES
  ISSUED AND OUTSTANDING AT JULY 31, 1997,
  AND MAY 3, 1997, 19,708,750 SHARES ISSUED
  AND OUTSTANDING AT MAY 2, 1998                    160,000          160,000          197,000
ADDITIONAL PAID-IN CAPITAL                          340,000          340,000       44,615,000
RETAINED EARNINGS                                32,644,000       38,828,000       21,995,000
                                              -------------    -------------    -------------

                                                 33,144,000       39,328,000       66,807,000
                                              -------------    -------------    -------------

                                              $  71,072,000    $ 127,061,000    $ 178,115,000
                                              =============    =============    =============
</TABLE>

The accompanying notes are an integral part of these statements.

                                       3
<PAGE>   4

                                MEADOWCRAFT, INC.
            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                     THREE MONTHS ENDED           NINE MONTHS ENDED
                                ---------------------------   ---------------------------
                                 MAY 3, 1997   MAY 2, 1998    MAY 3, 1997    MAY 3, 1998
                                ------------   ------------   ------------   ------------
<S>                             <C>            <C>            <C>            <C>
NET SALES                       $ 75,907,000   $ 81,840,000   $109,712,000   $117,303,000

COST OF SALES                     49,932,000     52,849,000     74,045,000     79,351,000
                                ------------   ------------   ------------   ------------

GROSS PROFIT                      25,975,000     28,991,000     35,667,000     37,952,000
                                ------------   ------------   ------------   ------------

OPERATING EXPENSES:
  SELLING EXPENSE                  3,211,000      3,230,000      5,706,000      5,852,000

  GENERAL & ADMINISTRATIVE         2,713,000      1,980,000      4,708,000      5,539,000
                                ------------   ------------   ------------   ------------

                                   5,924,000      5,210,000     10,414,000     11,391,000
                                ------------   ------------   ------------   ------------

OPERATING INCOME                  20,051,000     23,781,000     25,253,000     26,561,000

INTEREST EXPENSE                   1,807,000      1,606,000      3,969,000      2,990,000
                                ------------   ------------   ------------   ------------
INCOME BEFORE INCOME
  TAXES-HISTORICAL                18,244,000     22,175,000     21,284,000     23,571,000
PROVISION FOR INCOME TAXES                 0      3,550,000              0      1,520,000
                                ------------   ------------   ------------   ------------
NET INCOME-HISTORICAL           $ 18,244,000   $ 18,625,000   $ 21,284,000   $ 22,051,000
                                ============   ============   ============   ============

EARNINGS PER SHARE:  BASIC      $       1.14   $       0.95   $       1.33   $       1.22
                                ============   ============   ============   ============
EARNINGS PER SHARE:  DILUTED    $       1.14   $       0.94   $       1.33   $       1.22
                                ============   ============   ============   ============

WEIGHTED AVERAGE SHARES
  OUTSTANDING BASIC               16,000,000     19,708,750     16,000,000     18,123,709
                                ============   ============   ============   ============

WEIGHTED AVERAGE SHARES
  OUTSTANDING DILUTED             16,000,000     19,726,769     16,000,000     18,129,716
                                ============   ============   ============   ============

PRO FORMA PRESENTATION:
  NET INCOME-HISTORICAL         $ 18,244,000   $ 18,625,000   $ 21,284,000   $ 22,051,000
  PRO FORMA PROVISION FOR
  INCOME TAXES                     6,786,000      4,700,000      7,917,000      4,050,000
                                ------------   ------------   ------------   ------------
  PRO FORMA NET INCOME          $ 11,458,000   $ 13,925,000   $ 13,367,000   $ 18,001,000
                                ============   ============   ============   ============

PRO FORMA EARNINGS PER SHARE:
  BASIC                         $       0.72   $       0.71   $       0.84   $       0.99
                                ============   ============   ============   ============
  DILUTED                       $       0.72   $       0.71   $       0.84   $       0.99
                                ============   ============   ============   ============

PRO FORMA WEIGHTED AVERAGE
 SHARES OUTSTANDING BASIC         16,000,000     19,708,750     16,000,000     18,123,709
                                ============   ============   ============   ============

PRO FORMA WEIGHTED AVERAGE
 SHARES OUTSTANDING DILUTED       16,000,000     19,726,769     16,000,000     18,129,716
                                ============   ============   ============   ============
</TABLE>

  The accompanying notes are an integral part of these statements.


                                       4

<PAGE>   5

                               MEADOWCRAFT, INC.
            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                        NINE MONTHS ENDED
                                                    MAY 2, 1997     MAY 3, 1998
                                                    ------------    ------------
<S>                                                 <C>             <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME - HISTORICAL                             $ 21,284,000    $ 22,051,000
                                                    ------------    ------------

ADJUSTMENTS TO RECONCILE NET INCOME TO
  NET CASH USED IN OPERATING ACTIVITIES:
     DEPRECIATION AND AMORTIZATION                     3,933,000       4,434,000
  CHANGES IN ASSETS AND LIABILITIES:
     DUE FROM FACTOR                                 (25,184,000)    (31,768,000)
     ACCOUNTS RECEIVABLE                             (24,350,000)    (30,087,000)
     INVENTORIES                                     (10,629,000)    (21,710,000)
     PREPAID EXPENSES AND OTHER                          (42,000)     (3,492,000)
     OTHER ASSETS                                         23,000         135,000
     ACCOUNTS PAYABLE                                  5,539,000      12,807,000
     ACCRUED EXPENSES                                  2,573,000       5,974,000
                                                    ------------    ------------

TOTAL ADJUSTMENTS                                    (48,137,000)    (63,707,000)
                                                    ------------    ------------

NET CASH USED IN OPERATING ACTIVITIES:               (26,853,000)    (41,656,000)
                                                    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     CAPITAL EXPENDITURES                             (2,453,000)    (24,262,000)
                                                    ------------    ------------

NET CASH USED IN INVESTING ACTIVITIES                 (2,453,000)    (24,262,000)
                                                    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     NET PROCEEDS FROM INITIAL PUBLIC OFFERING                 0      44,312,000
     NET BORROWINGS ON NOTES PAYABLE                  33,887,000      42,938,000
     PROCEEDS FROM ISSUANCE OF LONG-TERM DEBT                  0      15,500,000
     PRINCIPAL PAYMENTS OF LONG-TERM DEBT             (3,831,000)     (3,839,000)
     PAYMENT OF LOAN COSTS                                     0        (293,000)
     PAYMENT OF S CORPORATION DISTRIBUTION              (750,000)    (32,700,000)
                                                    ------------    ------------

NET CASH PROVIDED BY FINANCING ACTIVITIES             29,306,000      65,918,000
                                                    ------------    ------------

NET CHANGE IN CASH                                             0               0

CASH, BEGINNING OF PERIOD                                      0               0
                                                    ------------    ------------

CASH, END OF PERIOD                                 $          0    $          0
                                                    ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  CASH PAID DURING THE PERIOD FOR INTEREST          $  3,848,000    $  2,864,000
                                                    ============    ============

  CASH PAID DURING THE PERIOD FOR INCOME TAXES      $          0    $  1,360,000
                                                    ============    ============
</TABLE>


The accompanying notes are an integral part of these statements.

                                       5
<PAGE>   6



                                MEADOWCRAFT, INC.
                    NOTES TO UNAUDITED CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS


  1.   BASIS OF PRESENTATION

       The accompanying unaudited interim financial statements of Meadowcraft,
       Inc., ("the Company") have been prepared in accordance with generally
       accepted accounting principles for interim financial information, and are
       presented in accordance with the requirements of Form 10-Q and Article 10
       of Regulation S-X. The financial statements should be read in conjunction
       with the audited financial statements and notes thereto in the Company's
       Prospectus dated November 25, 1997.

       In the opinion of management, the unaudited financial statements included
       herein reflect all adjustments, consisting of normal, recurring
       adjustments, necessary to present fairly the information set forth
       therein. The 1998 interim results of operations are not necessarily
       indicative of results expected for the full year. Revenues and expenses
       are subject to material seasonal variations. The seasonal nature of the
       Company's business requires an inventory build-up during the fall and
       winter months in order to meet customer demand during the spring and
       summer selling seasons. The Company relies upon bank borrowing and cash
       flow from operations to finance this production.

  2.   INITIAL PUBLIC OFFERING

       On November 25, 1997, the Company commenced its initial public offering
       (the "Offering") of 3,225,000 shares of common stock at $13.00 per share.
       On December 10, 1997, the underwriters exercised their over allotment
       option to purchase an additional 483,750 shares of common stock from the
       Company at $13.00 per share.

       The proceeds from the Offering and the over allotment option totaled
       $48,213,750 net of underwriting discount of $3,374,963 and expenses of
       approximately $527,000 were $44,311,787. The proceeds were used to pay
       $32,700,000 of the S Corporation Distribution, with the balance of
       $11,611,787 used to fund capital expenditures.

       Upon completion of the Offering, the Company terminated its S Corporation
       election. The Company will make an additional S Corporation Distribution
       based upon the Company's S Corporation earnings attributable to the
       period from May 4, 1997 to the date of termination of the S Corporation
       election (November 25, 1997).

       In order to determine the S Corporation earnings attributable to this
       period, the Company will prorate the Company's taxable income for the 12
       month period ending May 2, 1998, based on the number of days in the 12
       month period for which the Company was an S Corporation. The Company is
       in the process of finalizing taxable income for this period in order to
       determine the S Corporation distribution; however, the Company estimates
       such distribution will approximate $17 million.

       As a result of the Company's Offering and termination of the S
       Corporation election, the Company changed its financial reporting
       year-end to July 31.


                                       6

<PAGE>   7

       NOTE 2 - EARNINGS PER SHARE

       Statement of Financial Accounting Standards ("SFAS") No. 128, Earnings
       Per Share, is effective for financial statements issued for periods
       ending after December 15, 1997, including interim periods. The statement
       requires presentation of basic earnings per share and diluted earnings
       per share. Basic earnings per common share excludes securities or other
       contracts to issue common stock such as options while diluted earnings
       per common share considers the potential dilution that could occur if
       securities or other contracts to issue common stock were exercised or
       converted into common stock. The weighted average shares outstanding
       diluted reflected herein for the three and nine months ended May 2, 1998,
       include 18,019 shares issuable related to options, which were issued on
       November 25, 1997. No options existed during the 1997 periods.
       Additionally, on February 1998, the Securities and Exchange Commission
       ("SEC") released Staff Accounting Bulletin ("SAB") 98. SAB98 revised
       prior guidance of the SEC to reflect the requirements of SFAS128. As a
       result of SFAS128 and SAB98, the accompanying earnings per share reflect
       historical earnings per share, which which excludes a tax provision for
       all periods in which the Company was an S Corporation. The pro forma
       earnings per share amounts reflect a provision for income taxes as if the
       Company was a taxable corporation. Furthermore, upon termination of the
       Company's S Corporation election the Company recorded net deferred tax
       assets in the amount of $3,200,000, which was recorded as a credit in
       income taxes.

       NOTE 3 - INVENTORIES

       Inventories are valued at First-In, First-Out ("FIFO") cost, which is not
       in excess of market. An analysis of inventories follows:


<TABLE>
<CAPTION>
                        JULY 31, 1997    MAY 3, 1997    MAY 2, 1998
                        -------------    -----------    -----------
<S>                     <C>              <C>            <C>        
RAW MATERIALS AND
  PURCHASED PARTS       $   6,273,000    $ 8,207,000    $13,683,000
WORK-IN-PROCESS               569,000        610,000      1,305,000
FINISHED GOODS              4,748,000     12,655,000     18,312,000
                        -------------    -----------    -----------

                        $  11,590,000    $21,472,000    $33,300,000
                        =============    ===========    ===========
</TABLE>


                                       7
<PAGE>   8



                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


   THREE MONTHS ENDED MAY 2, 1998 COMPARED TO THREE MONTHS ENDED MAY 3, 1997


NET SALES

Net Sales increased $5.9 million, or 7.8% to $81.8 million for the three months
ended May 2, 1998, from $75.9 million in the comparable prior year period. The
increase was due to sales increases in the Plantation Patterns product line and,
the new Garden Accessories and Tubular product lines.

GROSS PROFIT

Gross Profit for the three months ended May 2, 1998, increased $3.0 million to
$29.0 million from $26.0 million in the comparable prior year period. The
increase in margins is due primarily to higher sales volume offset by some start
up costs associated with the new West Coast production facilities, and to a
lesser extent, the retrofitting of the previously idle Birmingham, Alabama
facility, used to produce the new tubular product line.

SELLING EXPENSE

Selling Expense, which includes commissions, advertising and promotional
expenses remained even with the prior year at $3.2 million for the three months
ended May 2, 1998. Higher commissions were offset by lower expenditures for
advertising, travel, and entertainment.

GENERAL AND ADMINISTRATIVE EXPENSE

General and Administrative Expense, which includes corporate salaries, employee
benefits and professional fees decreased $.7 million to $2.0 million for the
three months ended May 2, 1998, from $2.7 million in the comparable prior year
period.
The decrease was due primarily to a lower accrual for bonus payments in 1998.

INTEREST EXPENSE

Interest Expense, which includes factor fees, decreased by $.2 million to $1.6
million for the three months ended May 2, 1998, from $1.8 million in the
comparable prior year period due to an overall lower interest rate, resulting
from the Company's new credit facility.

HISTORICAL AND PRO FORMA PROVISIONS FOR INCOME TAXES

Prior to November 25, 1997, the Company elected to be taxed as an S Corporation
and, as a result, the periods prior to November 25, 1997 do not reflect
historical income tax provisions. On November 25, 1997, the Company terminated
its S Corporation election in connection with its Initial Public Offering and
became a taxable C Corporation. Additionally, the Company has allocated its
income for the three months, ended May 2, 1998, between the nontaxable S
Corporation and the taxable C Corporation based on the number of days in the 12
month period ended May 2, 1998, in which the Company was an S Corporation and C
Corporation respectively. The effect of the allocation was that a portion of the
income


                                       8
<PAGE>   9

for the three months ended May 2, 1998 was attributable to the C Corporation
with the remainder being attributable to the S Corporation. The income
attributable to the C Corporation resulted in a historical tax provision of
$3,550,000 for the three months ended May 2, 1998. The pro forma provision of
the three months ended May 3, 1997 and May 2, 1998, gives effect to the
application of incremental income taxes that would have been reported had the
Company's income been attributable to the C Corporation for the entire three
month period. The historical and pro forma income provision combined reflect an
overall effective tax rate of 37% in both 1998 and 1997.

                                       9

<PAGE>   10


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    NINE MONTHS ENDED MAY 2, 1998 COMPARED TO NINE MONTHS ENDED MAY 3, 1997



NET SALES

Net Sales increased $7.6 million or 6.9% to $117.3 from $109.7 million in the
comparable prior year period. The increase was due to higher sales of the Garden
Accessories and Plantation Patterns product lines.

GROSS PROFIT

Gross Profit for the nine months ended May 2, 1998 increased $2.3 million to
$38.0 from $35.7 million in the comparable prior year period. The increase in
margins is due primarily to higher sales volume offset by start-up costs
associated with the new West Coast production facilities and to a lesser extent
the retrofitting of the previously idle Birmingham, Alabama facility, used to
produce the new tubular product line.

SELLING EXPENSE

Selling Expense increased $.1 million to $5.8 million for the nine month period,
ended May 2, 1998, from $5.7 million in the comparable prior year period due
primarily to higher commission expense on higher sales volume.

GENERAL AND ADMINISTRATIVE EXPENSE

General and Administrative Expense increased $.8 million to $5.5 million for the
nine month period, ended May 2, 1998, from $4.7 million in the comparable prior
year period. The prior year included a favorable legal settlement in the amount
of $.7 million. Increases in professional fees, and the write-off of loan costs
related to debt that was replaced with a new credit facility, offset by a lower
bonus accrual also contributed to the increase.

INTEREST EXPENSE

Interest Expense decreased by $1.0 million to $3.0 million for the nine months
ended May 2, 1998 from $4.0 million in the comparable prior year period, due to
lower debt levels and an overall lower interest rate resulting from the
Company's new credit facility.

HISTORICAL AND PRO FORMA PROVISIONS FOR INCOME TAXES

Prior to November 25, 1997, the Company elected to be taxed as an S Corporation
and, as a result, the periods prior to November 25, 1997 do not reflect
historical income tax provisions. On November 25, 1997, the Company terminated
its S Corporation election in connection with its Initial Public Offering and
became a taxable C Corporation. In connection with this termination, the Company
recorded deferred tax assets and a credit income tax provision in the amount of
$3,200,000. Additionally, the Company has


                                       10
<PAGE>   11

allocated its income for the nine months, ended May 2, 1998, between the
nontaxable S Corporation and the taxable C Corporation based on the number of
days in the 12 month period ended May 2, 1998, in which the Company was an S
Corporation and C Corporation respectively. The effect on the allocation was
that a portion of the income for the nine months ended May 2, 1998 was
attributable to the C Corporation with the remainder being attributable to the S
Corporation. The income attributable to the C Corporation resulted in a
historical tax provision of $4,720,000 for the nine months ended May 2, 1998,
which was partially offset by the recording of net deferred tax assets of
$3,200,000. The pro forma provision of the nine months ended May 3, 1997 and May
2,1998, gives effect to the application of incremental income taxes that would
have been reported had the Company's income been attributable for the C
Corporation of the entire nine month period. The historical and pro forma income
provision combined reflect and overall effective tax rate of 37% in both 1998
and 1997, before considering the effect of the one time credit income tax
provision of $3,200,000 in 1998 related to the initial recording of net deferred
tax assets.

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically financed its operations and growth through seasonal
borrowings under its bank line of credit, from internally generated funds, and
from other term debt. The Company's primary liquidity requirements are for
capital expenditures, working capital and debt service.

The Company's operating activities in the nine month period ended May 2, 1998,
used $41.6 million in cash. Cash used by operating activities included an
increase in accounts receivable and due from factor of $61.9 million and
inventory of $21.7 million, which was partially funded, by an increase of $12.8
million in accounts payable. The inventory build-up is necessary to meet the
peak selling season demand, which occurs in the later part of the quarter ended
April, and continues through June. The increase in accounts receivable reflects
the seasonal changes in sales volume. The capital expenditures for the nine
months totaled $24.3 million, and were funded partially by proceeds from the
initial public offering and the issuance of term debt. The capital expenditures
are part of the Company's plan to increase its manufacturing and product
distribution capacity and include production and distribution facilities in the
southwestern United States, a manufacturing facility in Mexico, and additional
manufacturing and distribution capacity in Alabama.

Currently, the Company maintains a $90 million revolving line of credit and a
maximum $36.4 million term debt facility with a consortium of lenders led by
NationsBank, N.A. ("NationsBank"). As a result of the seasonal nature of the
Company's business, the Company utilizes the revolving credit facility to build
up inventory levels during the first half of the Company's fiscal year. The
revolving credit facility is subject to certain borrowing base limitations,
which are related primarily to accounts receivable and inventory balances.

As of May 2, 1998, the outstanding balance under the revolving credit facility
amounted to $53.2 million, and $28.2 million was available to be borrowed at May
2, 1998, based upon the borrowing base. In November 1997, the Industrial
Development Authority of the County of Yuma, Arizona, issued $6.0 million
principal amount of Industrial Development Revenue Bonds, Series 1997. The
proceeds from which have been loaned to the Company for use in connection with
the development of the Company's manufacturing and distribution facilities in
Yuma County, Arizona.

The Company's debt agreements contain, among other things, certain restrictions
relating to net worth, capital expenditures, current ratio and debt service
ratio. The Company was in compliance with all covenants at May 2, 1998.

                                       11

<PAGE>   12

The Company believes that cash flow from operations, together with the Company's
unused borrowing capacity under the credit facilities and proceeds from the
Company's Initial Public Offering, will be sufficient to fund the Company's debt
service requirements, capital expenditures and working capital needs through the
maturity date of the credit facilities.

FORWARD LOOKING STATEMENTS

The statements contained in this filing that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including
statements regarding the Company's expectations, hopes, beliefs, intentions or
strategies regarding the future. All forward-looking statements included in this
document are based on information available to the Company on the date hereof,
and the Company assumes no obligation to update any such forward-looking
statement. It is important to note that the Company's actual results could
differ materially from those in such forward-looking statements.

Factors that could cause actual results to differ materially from those
projected include, among others, its customer concentration; seasonality;
cyclicality; fluctuation of price of raw materials; risk of business
interruption; dependence on key personnel; control by existing stockholders;
government regulation; and possible volatility of stock price. Prospective
purchasers of the Common Stock should consult the risk factors listed from time
to time in the Company's Reports on Form 10-Q, 8-K, 10-K, and Annual Reports to
Stockholders.

                                       12
<PAGE>   13


                           PART II - OTHER INFORMATION


Item 6.       Exhibits and Report on Form 8-K

              (a)       Exhibits

              27 Financial Data Schedule (for SEC use only)

              (b)       Reports on Form 8-K

              No reports on Form 8-K were filed by the Company during the three
              months ended May 2, 1998.




                                       13
<PAGE>   14



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


                                      MEADOWCRAFT, INC.

                                          
                                      By  /s/ Steven C. Braswell
                                          Steven C. Braswell
                                          Vice President of Finance,
                                          Chief Financial Officer and Secretary



Date:    June 1, 1998


                                       14