<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999

                                       OR

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

                         Commission File Number 33-77728

                                PENDA CORPORATION
             (Exact name of registrant as specified in its charter)

        FLORIDA                                        65-0463658               
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization 


 2344 WEST WISCONSIN STREET, PORTAGE, WISCONSIN                  53901-0449
    (Address of principal executive offices)                     (Zip Code)

                                 (608) 742-5301
              (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 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. Yes  X  No 
                      ---    ---             

At March 31,1999, the Registrant had 1,016,624.2679 shares of $0.01 par value
common stock outstanding.


<PAGE>   2


         This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of that term in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Additional written or oral
forward-looking statements may be made by the Company from time to time, in
filings with the Securities Exchange Commission or otherwise. Statements
contained herein that are not historical facts are forward-looking statements
made pursuant to the safe harbor provisions referenced above.

         Forward-looking statements may include, but are not limited to,
projections of revenues, income or losses, capital expenditures, plans for
future operations, financing needs or plans, compliance with financial covenants
in loan agreements, plans for liquidation or sale of assets or businesses, plans
relating to products or services of the Company, assessments of materiality,
predictions of future events, the ability to obtain additional financing, the
Company's ability to meet obligations as they become due, the impact of pending
and possible litigation, as well as assumptions relating to the foregoing. In
addition, when used in this discussion, the words "anticipates," "believes,"
"estimates," "expects," "intends," "plans" and similar expressions are intended
to identify forward-looking statements. Forward-looking statements are
inherently subject to risks and uncertainties, including, but not limited to,
the impact of leverage, dependence on major customers, reliance on sales of new
trucks, fluctuating demand for passenger cars and light trucks, ability to
develop complementary products, risks in product and technology development,
fluctuating resin prices, competition, litigation, labor disputes, capital
requirements, and other risk factors detailed in the Company's Securities and
Exchange Commission filings, some of which cannot be predicted or quantified
based on current expectations.

         Consequently, future events and actual results could differ materially
from those set forth in, contemplated by, or underlying the forward-looking
statements. Statements in this Quarterly Report, particularly "Part 1 Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations", and "Part 2, Item 1 Legal Proceedings" describe factors, among
others, that could contribute to or cause such differences.

         Readers are cautioned not to place undue reliance on any
forward-looking statements contained herein, which speak only as of the date
hereof. The Company undertakes no obligation to publicly release the result of
any revisions to these forward-looking statements that may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.



                                       2

<PAGE>   3


                         PART I - FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS

                                PENDA CORPORATION

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>



                                                    MARCH 31, 1999           DECEMBER 31, 
                                                      (UNAUDITED)                1998  
                                                    --------------         ---------------
ASSETS                                                           (in thousands)
<S>                                                 <C>                    <C>     
Current assets:
   Cash and cash equivalents                        $        4,790         $         6,337
   Accounts receivable, net                                 13,855                  10,667
   Inventories, net                                          5,980                   5,701
   Deferred income taxes                                       833                     833
   Other                                                     1,202                     844
                                                    --------------         ---------------
      Total current assets                                  26,660                  24,382

Property, plant and equipment
   Land and improvements                                       734                     744
   Buildings and improvements                                7,559                   7,388
   Machinery and equipment                                  22,781                  21,278
   Furniture and fixtures                                      601                     600
   Construction in progress                                    941                   1,817
                                                    --------------         ---------------
                                                            32,616                  31,827
   Less accumulated depreciation                            12,803                  11,885
                                                    --------------         ---------------
Net property, plant and equipment                           19,813                  19,942
Goodwill and other intangible assets, net                   94,123                  94,836
                                                    --------------         ---------------
      Total assets                                  $      140,596         $       139,160
                                                    ==============         ===============
</TABLE>

                                       3

<PAGE>   4


                                PENDA CORPORATION

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>



                                                    MARCH 31, 1999           DECEMBER 31,
                                                     (UNAUDITED)                 1998
                                                    --------------         ---------------
                                                               (in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                 <C>                    <C>     
Current liabilities:
   Accounts payable                                 $        4,060         $         3,612
   Accrued interest                                            702                   2,841
   Employee compensation                                     1,394                   1,174
   Current maturities of long-term debt                        576                     651
   Other accrued liabilities                                 2,938                   2,388
                                                    --------------         ---------------
      Total current liabilities                              9,670                  10,666

Long-term debt, less current portion                        79,271                  78,700
Deferred income taxes                                        9,865                   9,547
                                                    --------------         ---------------
      Total liabilities                                     98,806                  98,913

Shareholders' equity:
   Common stock                                                 10                      10
   Additional paid-in capital                               24,990                  24,990
   Retained earnings                                        16,790                  15,247
                                                    --------------         ---------------
      Total shareholders' equity                            41,790                  40,247
                                                    --------------         ---------------
      Total liabilities and shareholders' equity    $      140,596         $       139,160
                                                    ==============         ===============
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.

                                       4
<PAGE>   5


                                PENDA CORPORATION

                        CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>



                                                    THREE MONTHS ENDED MARCH 31,
                                                    ----------------------------
                                                            (UNAUDITED)
                                               --------------------------------------

                                                     1999                  1998
                                               ---------------         --------------
                                              (in thousands, except for per share data)

<S>                                            <C>                   <C>
Net sales                                      $        22,435         $       18,391
Cost of sales                                           13,040                 12,166
                                               ---------------         --------------
         Gross profit                                    9,395                  6,225

Selling expenses                                         2,539                  1,295
General and administrative expenses                      1,396                  1,132
Amortization                                               891                    774
                                               ---------------         --------------
         Operating income                                4,569                  3,024

Interest expense                                         2,036                  2,247
Other expense, net                                         196                    111
                                               ---------------         --------------
         Income before income taxes                      2,337                    666

Provision for income taxes                                 794                    185
                                               ---------------         --------------
         Net income                            $         1,543         $          481
                                               ===============         ==============

Earnings per share of common stock
         Basic                                 $          1.52         $         0.47
                                               ===============         ==============
         Diluted                               $          1.52         $         0.47
                                               ===============         ==============

Weighted average common shares outstanding
         Basic                                           1,017                  1,017
                                               ===============         ==============
         Diluted                                         1,017                  1,017
                                               ===============         ==============
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.

                                       5
<PAGE>   6



 

                                PENDA CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                           THREE MONTHS ENDED MARCH 31,
                                                                  (UNAUDITED)
                                                      ----------------------------------
                                                          1999                  1998
                                                      -------------         ------------
                                                                (in thousands)
<S>                                                   <C>                   <C>
OPERATING ACTIVITIES:
Net income                                            $       1,543         $        481
Adjustments to reconcile net income to net
      cash provided by operating activities:
     Depreciation                                               918                  795
     Amortization                                               713                  774
     Deferred income taxes                                      318                  171
     Changes in assets and liabilities, net of
     effects from purchase of business
     assets:
         Accounts receivable                                 (3,188)              (1,643)
         Inventories                                           (279)                 324
         Accounts payable                                       448                 (883)
         Accrued interest                                    (2,139)              (2,459)
         Other                                                  411                 (375)
                                                      -------------         ------------


Net cash used in operating activities                        (1,255)              (2,815)
                                                      -------------         ------------


INVESTING ACTIVITIES:
Capital expenditures                                           (789)                (304)
                                                      -------------         ------------
Net cash used in investing activities                          (789)                (304)
                                                      -------------         ------------

FINANCING ACTIVITIES:
Proceeds from sale/leaseback                                    361                   --
Payments on capital leases                                      136                  (56)
                                                      -------------         ------------
Net cash (used in) provided by financing activities             497                  (56)
                                                      -------------         ------------

Net decrease in cash and cash equivalents                    (1,547)              (3,175)
Cash and cash equivalents at beginning of period:             6,336                4,460
                                                      -------------         ------------

Cash and cash equivalents at end of period:           $       4,790         $      1,285
                                                      =============         ============
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.

                                       6
<PAGE>   7



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

1.       BASIS OF PRESENTATION

         Penda Corporation (the "Company" or "Penda") is one of the world's
largest manufacturers and suppliers of pickup truck accessories serving original
equipment manufacturers ("OEMs") and the automotive aftermarket (the
"aftermarket"). The Company manufacturers thermoformed high-density polyethylene
plastic pickup truck bedliners that are designed to both enhance the vehicle's
appearance and help protect truck beds from damage, thereby extending the useful
life and increasing the resale value of the pickup truck. The Company also
manufactures fiberglass accessory products for pickup trucks, vans, and Class 8
trucks that are sold by truck dealers, specialty automotive stores, other
retailers, and OEMs. Other truck accessories including bed mats, tailgate
liners, cargo tie-downs, toolboxes, and cargo liners designed for sport utility
vehicles and other light trucks are also distributed through the Company's OEM
and aftermarket distribution systems.

         These financial statements have been prepared by the Company pursuant
to the rules and regulations of the Securities and Exchange Commission (the
"SEC") and, in the opinion of the Company, include all adjustments (all of which
are normal and recurring in nature) necessary to present fairly the financial
position, results of operations and cash flows of the Company for the interim
periods presented. These financial statements include the accounts of the
Company's wholly-owned subsidiaries, and all significant intercompany
transactions have been eliminated. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. These unaudited consolidated financial statements should
be read in conjunction with the annual consolidated financial statements and
notes thereto contained in the Company's Annual Report on Form 10-K for the year
ended December 31, 1998 as filed with the SEC.

2.       INVENTORIES

         Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>

                                                              March 31,      December 31,
                                                                1999             1998
                                                            ------------     ------------
         <S>                                                <C>              <C>    
         Finished goods                                     $      2,898     $      3,031
         Work in process                                             822              680
         Raw materials and supplies                                2,563            2,245
         Less allowance for inventory obsolescence                  (303)            (255)
                                                            ------------     ------------
                                                            $      5,980     $      5,701
                                                            ============     ============
</TABLE>


                                       7

<PAGE>   8




3.       COMPREHENSIVE INCOME

         The components of comprehensive income, net of related tax, are as
follows:
<TABLE>
<CAPTION>

 
                                                          Three months ended March 31,
                                                             1999             1998
                                                         -------------    ------------
         <S>                                             <C>              <C>          
         Net Income                                      $       1,543    $        481
         Foreign currency translation adjustments                    -             (17)
                                                         -------------    ------------
         Comprehensive income                            $       1,543    $        464
                                                         =============    ============
</TABLE>


4.       CONTINGENCIES

         See Item 1 of Part II.






                                       8

<PAGE>   9



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         The following discussion should be read in conjunction with
Management's Discussion and Analysis of Financial Condition and Results of
Operations included as Item 7 of Part II of the Company's Annual Report on Form
10-K for the year ended December 31, 1998.

RESULTS OF OPERATIONS

         Comparison of Quarters Ended March 31, 1999 and 1998

         NET SALES: Net sales increased $4.0 million, or 22.0%, from $18.4
million in the first quarter of 1998 to $22.4 million in the first quarter of
1999. This increase is due to improved aftermarket sales and increased sales
activity with General Motors.

         COST OF GOODS SOLD AND GROSS PROFIT: Cost of sales increased $0.9
million, or 7.2% from $12.1 million in the first quarter of 1998 to $13.0
million in the first quarter of 1999. This increase is due to higher volume,
offset by favorable cost reductions. Gross profit increased $3.2 million, or
50.9% from $6.2 million in the first quarter of 1998 to $9.4 million in the
first quarter of 1999. Gross profit margins increased from 33.8% in the first
quarter of 1998 to 41.9% in the first quarter of 1999. This improvement was a
direct result of the Company's continued cost reduction efforts and lower resin
pricing.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: Selling, general and
administrative expenses increased $1.5 million, or 62.1% from $2.4 million in
the first quarter of 1998 to $3.9 million in the first quarter of 1999. As a
percentage of sales, selling, general and administrative expenses increased from
13.2% in the first quarter of 1998 to 17.5% in the first quarter of 1999. The
increased expense was due to the timing of spring promotions and the higher
percentage of sales is a direct result of these programs.

         OPERATING INCOME: As a result, operating income increased $1.5 million
or 51.1% from $3.1 million in the first quarter of 1998 to $4.6 million in the
first quarter of 1999.

         INTEREST EXPENSE: Interest expense decreased $0.2 million or 9.4% from
$2.2 million in the first quarter of 1998 to $2.0 million in the first quarter
of 1999 due to senior note repurchases in 1998.


LIQUIDITY AND CAPITAL RESOURCES

         The Company's primary capital requirements for its operations are
working capital (principally inventory and accounts receivable) and capital
expenditures. In addition, the Company has annual note payments of $400,000 and
semi-annual interest (only) payments due on its unsecured 10.75% Senior Notes
due in 2004 ("Notes") and, if used, quarterly payments due on its revolving
Credit Facility. The Company's working capital availability per the borrowing 
base report at March 31, 1999 was $12.5 million compared to $14.3 million at 
December 31, 1998.

         The Company's consolidated debt-to-equity ratio declined to 1.91:1 at
March 31, 1999 from 1.97:1 at December 31, 1998. At March 31, 1999, the Company
had approximately $79.8 million of outstanding debt, including $76.8 million of
senior notes payable, $1.2 million in various notes payable and $1.8 million in
capital lease obligations. As of March 31, 1999, the Company had no outstanding
borrowings and $12.5 million of borrowing ability available under the Credit
Facility.

         Management believes that funds generated from operations and funds
available under the Credit Facility will be sufficient to satisfy the Company's
debt service obligations, working capital requirements and commitments for
capital expenditures through at least 1999, but that any significant
acquisitions by the Company would generally require additional financing. There
can be no assurance that such acquisition financing will be available to the
Company on satisfactory terms.







                                       9
<PAGE>   10
YEAR 2000 COMPLIANCE

          The inability of computers, software and other equipment utilizing 
microprocessors to recognize and properly process data fields containing a
two-digit year after 1999 is commonly referred to as the Year 2000 problem.
The Year 2000 problem is rooted in the way dates are recorded and computed in
most applications, operating systems, hardware, and embedded chips.  If not 
corrected, this problem may cause systems to fail or produce erroneous results 
on or before the year 2000.

          As in the case with most other companies using computers in their
operations, the Company is in the process of addressing the Year 2000 problem.
The Company has used internal and external resources to reprogram or replace
and test its information systems for Year 2000 compliance.  The Company
considers the following areas as critical in addressing the Year 2000 problem:
1.) Business Systems, 2.) Manufacturing and Warehousing, 3.) Technical
Infrastructure, and 4.) Service Provider Interfaces.  The Year 2000 program
has been organized into five phases: (i) Year 2000 Planning, (ii) Inventories,
(iii) Risk Evaluation, (iv) Remediation, and (v) Acceptance Testing.  The
Company has completed the first three phases of work required to achieve Year
2000 compliance.  The Company is 100% complete in the first three phases and 90%
compliant in the final two phases, remediation and acceptance testing, and
expects to be 100% compliant by the end of the second quarter 1999.

          The plan developed to address vendor and customer issues includes
system integration, testing and communication strategies.  The Company has
initiated formal communications with critical vendors and customers to 
determine the extent to which the Company may be vulnerable to a failure by
any of these third parties to remediate their own Year 2000 Issues.  The Company
is currently testing electronic data transmissions to and from its major vendors
and customers to ensure Year 2000 compliance.  The Company does not at present
anticipate any material business disruptions due to the Year 2000 problem that
would be associated with the Company's systems, products or services.  The
Company believes the most significant risks associated with the Year 2000
problem are external to its operations.  In addition to vendors and customers,
the Company also relies upon governmental agencies, utility companies,
telecommunication service companies and other service providers outside the 
Company's control.  There can be no assurance that the Company's vendors or
customers, governmental agencies or other third parties will not suffer a 
Year 2000 business disruption that could have a material adverse effect on the
Company's results of operations or financial position.

          COST TO ADDRESS THE YEAR 2000 ISSUE:  The Company has incurred costs
of approximately $200,000 which have been expensed, and expects to incur
additional costs of $50,000, which the combined total represents about 25% of
the management information systems department's annual budget.  The Company does
not expect expenditures relating to the Year 2000 Issue to be material or to 
have significant impact on the Company's financial position.

          RISKS PRESENTED BY YEAR 2000 ISSUES:   The Company presently
believes that with planned upgrades and implementation of new software, the Year
2000 Issue will not pose significant operational problems for its computer 
systems.  Minor risks have been identified in the ares of telephone/PBX systems,
personal computer data collection systems, and LAN based personal computer 
operating and application systems.  However, if any third parties who provide
goods or services essential to the Company's business activities fail to address
appropriately their Year 2000 issues, such failure could have a material adverse
effect on the Company's results of operations or financial position.

          CONTINGENCY PLANS:  The Company's Year 2000 plan includes the
development of contingency plans in the event that the Company has not completed
all of its remediation plans in timely manner or any third parties who provide
goods or services essential to the Company's business activities have failed to
appropriately address their Year 2000 issues. Presently, the Company is 
developing contingency plans, which would provide a reasonable period of time to
bridge support from alternative suppliers, cover banking issues, payroll 
processing, and purchased raw material.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          The Company is exposed to market risks, which include changes in U.S.
interest rates and commodity prices. The Company does not engage in financial
transactions for trading or speculative purposes.

         INTEREST RATE RISK. The interest payable on the Company's Credit
Facility is affected by changes in market interest rates. As of March 31,1999,
the Company had no outstanding debt under the Credit Facility. Based on
borrowings through March 31, 1999, a 10% increase or decrease in the average
cost of the Company's Credit Facility debt would not be material. In
addition, the Company has fixed income investments consisting of cash
equivalents and short-term investments in marketable debt securities, which are
also affected by changes in market interest rates. The Company does not use
derivative financial instruments in its investment portfolio.

         COMMODITY PRICES. The Company is exposed to fluctuation in market
prices for plastic and electricity related to its manufacturing operations. The
Company manages its exposure to changes in those prices primarily through the
terms of its supply and procurement contracts. This exposure is material to the
Company.



                                       10
<PAGE>   11


                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         From time to time, the Company is subject to legal proceedings and
other claims arising in the ordinary course of its business. The Company
maintains insurance coverage against claims in an amount which it believes to be
adequate. The Company believes that it is not presently a party to any such
ordinary course litigation the outcome of which would have a material adverse
effect on its financial condition or results of operations. Set forth below is
an update of material developments in certain non-ordinary course litigation
more fully described in the Company's Annual Report on Form 10-K for the year
ended December 31, 1998, incorporated herein by reference.

CLASS ACTION LAWSUITS

         The Company, along with various other manufacturers of pickup truck
bedliners, is a defendant in certain class action lawsuits. The plaintiffs in
these lawsuits allege that the bedliners manufactured by the defendants are
defective and unreasonably dangerous because they allegedly prevent the
discharge of static electricity which can accumulate on or in portable fuel
containers, thereby creating the potential for fire or explosion. Settlement
discussions are continuing in connection with this lawsuit. In the event that
settlement discussions terminate, the Company intends to vigorously defend these
lawsuits.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         Not Applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable

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

         Not Applicable

ITEM 5.  OTHER INFORMATION

         Not Applicable

ITEM 6.  EXHIBITS

(a) Exhibits - See below

Exhibit Description

10.1     Amendment to Lease Schedule #9001 between Firstar Leasing Services
         Corporation and Penda Corporation dated March 26, 1999

10.2     Lease Schedule #48500-02 between Firstar Leasing Services Corporation 
         and Penda Corporation dated April 5, 1999

10.3     Amendment No. 2 to The Amended and Restated Credit Agreement between 
         Banque Nationale de Paris and Penda Corporation dated March 31, 1999

27.1     Financial Data Schedule (for SEC use only)


                                       11
<PAGE>   12




                                   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.

                                            PENDA CORPORATION

Date:  April 19, 1999               By: /s/ Jack L. Thompson                   
                                        ----------------------------------------
                                    Jack L. Thompson
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)



Date: April 19, 1999                By: /s/ Leo. E. Waner                       
                                        ----------------------------------------
                                    Leo E. Waner
                                    Vice President - Chief Financial Officer
                                    (Principal Financial and Accounting Officer)







                                       12