<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  SEPTEMBER 30, 1996

                                       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                       (I.R.S. Employer 
       of incorporation or organization)                   Identification No.)

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

             (Registrant's telephone number, including area code)
                                (608) 742-5301

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  November 1, 1996, the Registrant had 998,042 shares of $0.01 par value
common stock outstanding.


<PAGE>   2
 


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



                               PENDA CORPORATION

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                            September 30, 1996   December 31, 1995
                                                (Unaudited)
                                            -------------------  -----------------
                                                        (in thousands)
<S>                                              <C>                 <C>
ASSETS
Current assets:
  Cash and cash equivalents                      $     591           $     467
  Accounts receivable, net                          10,865               8,514
  Inventories, net                                   6,984               6,175
  Other                                                608               1,747
                                                 ---------           ---------
    Total current assets                            19,048              16,903

Property, plant and equipment, net                  22,763              23,688
Intangible assets, net                              95,637              97,895
Other                                                  719                 651
                                                 ---------           ---------
    Total assets                                 $ 138,167           $ 139,137
                                                 =========           =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                               $   2,886           $   3,440
  Accrued liabilities                                2,472               5,227
  Current portion of long-term debt                    314                 125
                                                 ---------           ---------
    Total current liabilities                        5,672               8,792

Long-term debt                                      86,595              92,015
Deferred income taxes                                5,159               3,591
                                                 ---------           ---------
    Total liabilities                               97,426             104,398
                                                 ---------           ---------

Shareholders' equity:
  Common stock                                          10                  10
  Additional paid-in capital                        24,851              24,970
  Retained earnings                                 15,764               9,706
  Foreign currency translation adjustment              116                  53
                                                 ---------           ---------
    Total shareholders' equity                      40,741              34,739
                                                 ---------           ---------
    Total liabilities and shareholders' equity   $ 138,167           $ 139,137
                                                 =========           =========
</TABLE>

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

                                       2
<PAGE>   3
                               PENDA CORPORATION

                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                           Three Months Ended       Nine Months Ended
                                              September 30,           September 30,
                                               (Unaudited)             (Unaudited)
                                           ------------------     --------------------
                                              1996      1995        1996        1995
                                           ---------  -------     --------    --------
                                       (In thousands, except for share and per share data)
<S>                                       <C>         <C>         <C>         <C>
Net sales                                  $ 20,435   $ 20,134    $ 68,257    $ 56,453
Cost of sales                                13,456     13,121      41,786      35,802
                                           --------   --------    --------    --------
  Gross profit                                6,979      7,013      26,471      20,651

Selling expenses                              1,006        872       3,278       2,724
General and administrative expenses           1,366      1,312       4,205       3,595
Amortization                                    760        644       2,258       2,021
                                           --------   --------    --------    --------
 Operating income                             3,847      4,185      16,730      12,311

Other income (expenses) :
  Interest expense                           (2,317)    (2,505)     (7,204)     (7,078)
  Other income                                  156          -         520           -
                                           --------   --------    --------    --------
Income before provision for income taxes      1,686      1,680      10,046       5,233
Provision for income taxes                      706        660       3,986       2,055
                                           --------   --------    --------    --------
Net income                                 $    980   $  1,020    $  6,060    $  3,178
                                           ========   ========    ========    ========
Net income per common share                $   0.98   $   1.02    $   6.07    $   3.18
Weighted average common shares outstanding      998      1,000         999       1,000
                                           --------   --------    --------    --------
</TABLE>

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

                                       3
<PAGE>   4
                               PENDA CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                Nine Months Ended
                                                                  September 30,
                                                                   (Unaudited)
                                                               -------------------
                                                                  1996      1995
                                                               ---------  --------
                                                                  (In thousands)
<S>                                                            <C>        <C>
Cash flows from operating activities:
  Net income                                                   $  6,060   $  3,178
  Non-cash adjustments to net income:
    Depreciation                                                  2,299      1,437
    Amortization                                                  2,258      2,021
    Deferred income tax provision                                 1,568        664
Net change in other assets and liabilities                       (4,778)    (4,552)
                                                               --------   --------
  Net cash provided by operating activities                       7,407      2,748
                                                               --------   --------
Cash flows from investing activities:
    Purchases of property, plant and equipment                   (1,374)    (6,182)
    Payment of contingent acquisition consideration              (1,000)    (1,000)
    Purchase of net business assets                                   -     (8,381)
    Proceeds from insurance settlements                             520          -
                                                               --------   --------
    Net cash used in investing activities                        (1,854)   (15,563)
                                                               --------   --------
Cash flows from financing activities:
    Proceeds from sale lease back of equipment                    1,940          -
    Payments on notes payable                                      (271)         -
    Purchase of common stock                                       (198)       (21)
    Net changes in revolving credit borrowings                   (6,900)    13,300
                                                               --------   --------
    Net cash provided by (used in) financing activities          (5,429)    13,279
                                                               --------   --------
Net change in cash                                                  124        464
Cash and cash equivalents:
  Beginning of period                                               467        120
                                                               --------   --------
  End of period                                                $    591   $    584
                                                               ========   ========
</TABLE>

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

                                       4

<PAGE>   5
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

1.      BASIS OF PRESENTATION

        Penda Corporation (the "Company"), manufactures and distributes
accessories for pickup trucks, vans and other sport utility vehicles, and
sleeper cabs for heavy duty trucks. Plastic pickup truck bedliners account for
approximately 80% of the Company's sales. The Company's sales are principally
in the United States and Canada.  The Company also distributes pickup truck
accessories manufactured by other companies through its original equipment
manufacturer and aftermarket distribution systems.  The Company operates in one
business segment, light truck accessory products.

        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, 1995 as filed with the SEC.

2.      INVENTORIES

        Inventories at September 30, 1996 consist of the following (in
thousands):

<TABLE>
        <S>                          <C>
        Finished goods               $ 4,152
        Work in process                  577
        Raw materials and supplies     2,255
                                     -------
                                     $ 6,984
                                     =======
</TABLE>


3.      LONG-TERM DEBT  

        In January 1996, the Company entered into a five year sale-lease back
agreement in the principal amount of $1.9 million for   certain production
equipment.  The Company is required to make monthly principal and interest
payments of $29,000, with a final payment of $805,000.  The transaction resulted
in no gain or loss being recognized.

4.      COMMON STOCK

        In June 1996, pursuant to the Company's Subscription and Shareholders'
Agreement ("Shareholders' Agreement"), the Company was required to purchase
1,689 shares of common stock from two former employees at an aggregate cost of
$119,000.  The common stock shares were canceled.  In addition, one of the
former employees exercised options to purchase 821 shares of common stock at an
exercise price of $25.0 per share.  Compensation expense of $58,000 associated
with the exercise of the options is reflected in the accompanying statements of
income.  Under the Shareholders' Agreement, the Company was required to
immediately purchase the 821 shares of common stock from the former employee at
an aggregate cost of $79,000.  The common stock shares were canceled.

                                       5
<PAGE>   6

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, 1995.

RESULTS OF OPERATIONS

        Comparison of Quarters Ended September 30, 1995 and 1996

        Net sales increased $0.3 million or 1.5% as compared to the third
quarter of 1995, primarily due to higher unit sales of bedliners, hard tonneau
covers and vantops.  The Company has continued to differentiate its products
from its competition by taking advantage of its product quality, customer
service, and production techniques.

        Gross profit dollars were comparable to the same period last year while
gross profit as a percentage of sales declined slightly compared to the third
quarter of 1995 due to sales mix offset by certain manufacturing efficiencies.

        Third quarter 1996 selling, general and administrative ("SG&A")
expenses were 11.6% of sales, compared to 10.8% of sales in 1995.  Selling
expenses were higher due to the addition of sales staff.

        Interest expense was lower as average revolving credit borrowings
outstanding were lower in 1996.


        Comparison of Nine Months Ended September 30, 1995 and 1996

        Net sales increased $11.8 million, or 20.9% as compared to the first
nine months of 1995.  Tri-Glas Corporation, acquired in July 1995, contributed
to $7.7 million of the increased sales.  Sales of bedliners and other
accessories increased $4.1 million on increased unit volumes.

        The increase in sales during the first nine months of the year, along
with certain manufacturing efficiencies, and lower raw material prices resulted
in higher gross profit as a percentage of sales.

        SG&A expenses were  11.0% of sales, compared to 11.2% of sales in the
first nine months of 1995, due to higher sales without comparable increases in
SG&A expenses.

        Amortization was higher in the first nine months of 1996 as compared to
1995 due to additional intangible assets recorded as a result of acquiring
Tri-Glas Corporation in July 1995.

        Interest expense increased as average revolving credit borrowings
outstanding were higher in 1996, due to the acquisition of Tri-Glas
Corporation, partially offset by a lower weighted average interest rate.

        Recent Events

        The Company has been advised by Ford Motor Company that it will cease
purchasing bedliners from the Company effective February 1997.  Ford accounted
for approximately 17% and 20% of the Company's net sales in 1995 and the nine
months ended September 30, 1996, respectively.

                                       6

<PAGE>   7
LIQUIDITY AND CAPITAL RESOURCES

        The Company's primary capital requirements for its operations are
working capital (principally accounts receivable and inventories) and capital
expenditures.  The Company's capital needs have historically been provided by
internally generated cash and through utilization of the Company's revolving
credit facility.  Working capital at September 30, 1996 was $13.4 million
compared to $8.1 million at December 31, 1995.  The change in working capital
resulted from increased sales in the third quarter of 1996 versus the fourth
quarter of 1995.

        At September 30, 1996, the Company had approximately $86.9 million of
outstanding debt, including $80.0 million of senior notes payable, $3.0 million
under its revolving credit facility and $3.9 million in various notes payable.
The Company generated sufficient cash flow in 1996 to reduce borrowings
outstanding under its revolving credit facility by $6.9 million from December
31, 1995.

        Cash generated in operating activities totaled $7.4 million for the
nine months ended September 30, 1996 compared to $2.7 million for the same
period in 1995 due principally to the increase in net income.  The Company's
consolidated debt-to-equity ratio improved to 2.13:1 at September 30, 1996
versus 2.65:1 at December 31, 1995.  As of September 30, 1996, the Company had
approximately $16.5 million of availability under its revolving credit facility
which is based on eligible collateral.

        Management believes that funds generated from operations and funds
available under the revolving credit facility will be sufficient to satisfy the
Company's debt service obligations, working capital requirements and
commitments for capital expenditures into 1997.  To the extent available,
excess funds will be used to reduce outstanding borrowings under the revolving
credit facility.

        On a longer term basis, the Company has significant future debt service
obligations.  The Company's ability to satisfy these obligations and to secure
adequate capital resources in the future are dependent on its ability to
generate adequate cash flows.  The Company expects that its cash flows from
operations, available borrowings and access to the capital markets will be
sufficient to fund future debt service.  This will be dependent on its overall
operating performance and be subject to general business, financial and other
factors affecting the Company and the light truck industry, certain of which
are beyond the control of the Company.


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
litigation the outcome of which would have a material adverse effect on its
financial condition or results of operations.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibits


                27    Financial Data Schedule (for SEC use only)



                                       7
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                                   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:  November 14, 1996            By: /s/   Daniel E. Braun
                                        -----------------------------
                                    Daniel E. Braun, President and 
                                    Chief Executive Officer
                                    (Principal Executive Officer)



Date: November 14, 1996             By: /s/   Mark J. Blume
                                        -----------------------------
                                    Mark J. Blume, Vice President and 
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)




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