<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-Q


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

      For the Quarter Ended                      Commission File Number
          March 31, 1997                                 0-23752


                           OVERHEAD DOOR CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

          INDIANA                                           35-0564120
  (State of Incorporation)                               (I.R.S. Employer
                                                      Identification Number)


6750 LBJ Freeway                                                75240
Dallas, Texas                                                (Zip Code)
(Address of principal executive offices)


Registrant's telephone number, including area code:   (972) 233-6611

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 report), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X    No
                                       -----    -----

There were 1,000 shares of the Registrant's Common Stock, $1 par value,
outstanding as of May 5, 1997.
<PAGE>
 
                   OVERHEAD DOOR CORPORATION AND SUBSIDIARIES


Part I  Financial Information
        ---------------------

     Item 1.   Financial Statements (unaudited)
               --------------------------------
 
               Condensed Consolidated Statements of Operations
               Three months ended March 31, 1997 (Successor)
               and the three months ended March 31, 1996 (Predecessor).....  1
 
               Condensed Consolidated Statements of
               Financial Condition - March 31, 1997
               and December 31, 1996.......................................  2
 
               Condensed Consolidated Statements of
               Cash Flows - Three months ended March 31, 1997 (Successor)
               and three months ended March 31, 1996 (Predecessor).........  3
 
               Notes to Condensed Consolidated Financial
               Statements..................................................  4
 
     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations...............  9
               ---------------------------------------------             
 


Part II  Other Information................................................. 10
         -----------------                                           

         Signatures........................................................ 10

                                       i
<PAGE>
 
                   OVERHEAD DOOR CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
 
 
                                                  Successor      Predecessor
                                                -------------  ---------------
                                                 Three Months Ended March 31,
                                                ------------------------------
                                                    1997            1996
                                                -------------  ---------------
<S>                                             <C>            <C>
Net Sales                                           $132,519         $126,242
                                     
Costs and Expenses                   
  Cost of Products Sold                              108,382          101,805
  Selling, General & Administrative                   15,555           15,469
  Research and Development                             1,560            1,494
  Amortization                                         4,776            1,999
                                                    --------         --------
      Total Costs and Expenses                       130,273          120,767
                                                    --------         --------
Operating Income                                       2,246            5,475
                                     
Interest Expense                                       4,646            6,702
Other Expense, Net                                       878              474
                                                    --------         --------
                                     
Loss Before Income Taxes                              (3,278)          (1,701)
Income Tax  Benefit                                   (2,227)            (758)
                                                    --------         --------
                                     
Net Loss                                            $ (1,051)        $   (943)
                                                    ========         ========
                                     
Net Loss Per Common Share                           $ (1,051)        $   (943)
                                                    ========         ========

Weighted Average Common Shares Outstanding             1,000            1,000
                                                    ========         ========
</TABLE>                             

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       1
<PAGE>
 
                   OVERHEAD DOOR CORPORATION AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
           (IN THOUSANDS EXCEPT NUMBER OF SHARES AND PER SHARE DATA)
<TABLE>
<CAPTION>
                                                     March 31,   December 31,
                                                       1997          1996
                                                     ----------  -------------
                                                     Unaudited)   (See Note)
<S>                                                  <C>          <C>
    ASSETS                                           
Current Assets                                       
 Cash and cash equivalents                            $  4,748       $  2,276
 Notes and accounts receivable, less allowances      
 (1997-$6,880; 1996-$7,482)                             78,448         88,670
 Inventories, net                                       74,986         81,019
 Prepayments and other current assets                   27,853         26,407
                                                      --------       --------
  Total Current Assets                                 186,035        198,372
                                                     
Property, Plant and Equipment                        
 Land and buildings                                     44,389         44,182
 Machinery and equipment                                44,347         43,706
 Construction in progress                                5,359          4,491
 Accumulated depreciation                               (6,178)        (4,134)
                                                      --------       --------
  Total Property, Plant and Equipment                   87,917         88,245
                                                     
Cost in excess of net assets of businesses acquired, 
 less amortization (1997-$8,673; 1996-$5,598)          483,125        486,200
Other assets                                            72,811         73,443
                                                      --------       --------
   Total Assets                                       $829,888       $846,260
                                                      ========       ========
    LIABILITIES AND SHAREHOLDER'S EQUITY             
Current Liabilities                                  
 Accounts payable                                     $ 38,379       $ 52,441
 Accrued liabilities                                    23,173         29,403
 Current maturities of long-term debt                   28,517         28,023
                                                      --------       --------
  Total Current Liabilities                             90,069        109,867
                                                     
Long-term Debt, Less Current Maturities                210,934        206,336
Deferred Income Taxes                                   44,171         44,763
Other Long-term Liabilities                             11,134         10,793
                                                      --------       --------
  Total Noncurrent Liabilities                         266,239        261,892
                                                     
Shareholder's Equity                                 
 Common stock, par value $1 per share;               
  1,000 shares authorized and outstanding                    1              1
 Additional capital                                    472,860        472,860
 Currency translation adjustment                           392            262
 Retained earnings                                         327          1,378
                                                      --------       --------
  Total Shareholder's Equity                           473,580        474,501
                                                      --------       --------
   Total Liabilities and Shareholder's Equity         $829,888       $846,260
                                                      ========       ========
</TABLE>
NOTE:  The condensed consolidated statement of financial condition at December
       31, 1996 has been derived from the audited financial statements at that
       date.

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       2
<PAGE>
 
                   OVERHEAD DOOR CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
                                                    Successor      Predecessor
                                                    ----------   ---------------
                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                       1997             1996
                                                    ----------      ------------
<S>                                                 <C>             <C> 
OPERATING ACTIVITIES                                
                                                    
Net Loss                                              $(1,051)        $   (943)
    Adjustments to reconcile net loss to net cash   
         flows used for operating activities:       
           Depreciation and amortization                6,833            4,499
           (Increase) in net operating assets          (6,476)         (20,021)
                                                      -------         --------
                                                    
Net Cash Flows Used for Operating Activities             (694)         (16,465)
                                                    
INVESTING ACTIVITIES                                
                                                    
  Proceeds from sales of property, plant            
    and equipment                                           -                3
  Expenditures for property, plant and equipment       (1,792)            (967)
  (Increase) in other assets                           (1,019)            (825)
                                                      -------         --------
                                                    
Net Cash Flows Used for Investing Activities           (2,811)          (1,789)
                                                    
FINANCING ACTIVITIES                                
  Net proceeds from long-term borrowings on revolver    8,350           17,500
  Principal payments on long-term debt                 (2,503)          (1,564)
                                                      -------         --------
                                                    
Net Cash Flows Provided by Financing Activities         5,847           15,936
                                                    
EFFECT OF EXCHANGE RATE CHANGES ON CASH                   130             (125)
                                                      -------         --------
                                                    
Net Increase (Decrease) in Cash and Cash Equivalents    2,472           (2,443)
                                                    
CASH AND CASH EQUIVALENTS                           
 Beginning of period                                    2,276            2,604
                                                      -------         --------
 End of period                                        $ 4,748         $    161
                                                      =======         ========
</TABLE>

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       3
<PAGE>
 
                   OVERHEAD DOOR CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1997
                                  (UNAUDITED)



  Note A - Basis of Presentation
  ------------------------------

  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 the Securities and
  Exchange Commission rules and regulations.  Although the Company believes the
  disclosures made are adequate to make the information presented not
  misleading, these condensed financial statements should be read in conjunction
  with the consolidated financial statements and notes thereto included in the
  Company's annual report on Form 10-K for the year ended December 31, 1996.

  In the opinion of the Registrant, all adjustments, which are of a normal
  recurring nature, necessary to present the information fairly have been made.
  Due to the seasonal nature of the Company's business the results of operations
  for interim periods are not necessarily indicative of results for a full year.

  Certain amounts in the prior years' financial statements have been
  reclassified to conform to the current presentation.

  The consolidated financial statements include the accounts of Overhead Door
  Corporation and its consolidated subsidiaries. All significant intercompany
  accounts and transactions have been eliminated. Overhead Door Incorporated
  (the Parent) is a non-operating company whose only asset is its ownership of
  100% of the outstanding common stock of Overhead Door Corporation (Overhead
  Door). See Note B for the acquisition of the Parent as of July 18, 1996. The
  accompanying financial statements subsequent to July 17, 1996 ("Successor"
  financial statements) reflect the new basis of assets and liabilities acquired
  as of July 18, 1996 including additional goodwill and the indebtedness
  incurred to finance the acquisition. Financial statements for the periods
  prior to July 18, 1996 ("Predecessor" financial statements) reflect the
  basis of assets and liabilities of the previous owners of the Company.

  Note B - Sanwa Acquisition
  ---------------------------

  On July 18, 1996, all of the outstanding common stock of Overhead Door
  Incorporated, a privately held Indiana corporation ("ODI"), the Company's
  parent, was acquired (the "Sanwa Acquisition") by Sanwa Shutter Corporation,
  of Tokyo, Japan ("Sanwa"). Sanwa USA Inc. ("Sanwa USA"), a newly formed
  Delaware corporation which is wholly owned by Sanwa, now holds all of the
  common stock of ODI. The total consideration paid or assumed was approximately
  $710 million, including $470 million in cash to acquire ODI's common stock,
  cancel options and warrants, and to redeem its preferred stock.

  The Sanwa Acquisition was accounted for by the purchase method of accounting
  and the excess of the purchase  price over  the fair value of the  net assets
  acquired is  included in cost in  excess  of net assets of businesses acquired
  in the consolidated statements of financial condition. The Company refinanced
  its  outstanding  bank  debt  of  approximately $154  million  including
  accrued  interest.

                                       4
<PAGE>
 
                   OVERHEAD DOOR CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
                                 MARCH 31, 1997
                                  (UNAUDITED)

  Sanwa USA loaned to the Company the amounts necessary to fully repay and
  terminate the credit agreement which had represented all of the Company's
  outstanding bank debt, in accordance with the terms of a new bridge loan
  agreement between Sanwa USA and the Company.

  The consolidated financial statements of the Company have given effect to the
  Sanwa Acquisition from its effective date.

  Note C - Litigation and Other Contingencies
  --------------------------------------------

  The Company is a defendant in various legal proceeding arising in the ordinary
  course of business. The following discussion should be read in conjunction
  with the litigation and other contingencies footnote included in the Company's
  annual report on Form 10-K for the year ended December 31, 1996.

  At March 31, 1997, the Company was a defendant in 50 cases, all pending in the
  state courts in California, in which damages are sought for property damage
  alleged to have been caused or contributed to by aluminum windows manufactured
  by Premier Product, a former division of the Company which was divested in
  1989.  The suits allege various theories of liability, including negligence
  and contract under California's ten year construction defect statute of
  limitations.  The Company denies liability in each of the lawsuits.

  The Company filed a Complaint for Declaratory Judgment in August 1995, in the
  United States District Court for the Northern District of Texas against The
  Chamberlain Group, Inc.  The Complaint requests a declaratory judgment that a
  line of residential garage door openers which the Company has recently
  introduced does not infringe a particular patent owned by Chamberlain.
  Chamberlain has filed a counterclaim against the Company alleging that such
  openers do infringe its patent and that such infringement is willful.  An
  injunction and unspecified damages are requested.

  The Company is self-insured with respect to a portion of its potential losses
  relating to product and general liability and workers' compensation claims.
  The Company is responsible for the first $0.5 million of loss related to each
  product or general liability claim and the first $0.3 million of loss  related
  to each worker's compensation claim.  Third-party insurance, up to $50.0
  million, is maintained for losses in excess of these amounts.  The Company
  maintains reserves for anticipated self insurance losses.

  Although the results of any litigation or claim cannot be predicted with
  certainty, management believes that the outcome of pending litigation and
  claims, when considered in conjunction with self insurance reserves
  established therefore ($13.3 million at March 31, 1997 and $13.2 million at
  December 31, 1996) will not have a material adverse effect on the Company's
  results of operations or financial condition.

                                       5
<PAGE>
 
                   OVERHEAD DOOR CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
                                 MARCH 31, 1997
                                  (UNAUDITED)

  The Company has been determined by the United States Environmental Protection
  Agency (the "EPA") to be a potentially responsible party concerning a
  Superfund third-party waste disposal site near Syracuse, New York.  No Record
  of Decision has been issued for this site by the EPA, and due to the
  uncertainties it is not possible at this time to determine what the Company's
  future liability (if any) in connection with this site will be.  However, with
  the limited information currently available, the Company estimates that its
  liability at this site could be between $1.5 million and $6.0 million.  The
  Company has created a reserve in prior years for environmental liabilities for
  the site of $1.5 million.  This reserve may need to be changed from time to
  time as more information becomes available, and there can be no assurance that
  the existing reserves will be adequate for the intended purpose.  After
  consideration of this reserve, the above stated estimated liability is not
  expected to have a material adverse effect on the Company's results of
  operations, financial condition or liquidity.

  At March 31, 1997 and December 31, 1996, accounts receivable from companies in
  the construction industry totaled $70.5 million and $82.2 million,
  respectively.  The Company extends credit and requires collateral, if
  necessary, based on the evaluation of each customer's financial condition.

  Note D- Inventories
  -------------------

  Substantially all inventories are valued on the LIFO method.  The accounting
  records for any interim period do not reflect inventory values as between raw
  materials, work-in-process and finished goods.  The March 31, 1997 amounts
  represent an estimated breakdown between raw materials, work-in-process, and
  finished goods inventories, based upon each category's proportionate share at
  December 31, 1996.  The cost of material included in cost of products sold
  during the interim periods is determined by using estimated material cost
  rates.  Inventories are classified as follows:
<TABLE>
<CAPTION>
                                               March 31,  December 31,
                                                 1997         1996
                                               ---------  ------------
                                                   (in thousands)
<S>                                            <C>        <C>
  At current cost:
    Raw materials                                $30,827       $33,245
    Work in process                               13,312        14,356
    Finished goods                                30,514        32,908
                                                 -------       -------
                                                  74,653        80,509
  Difference between current cost over LIFO          333           510
                                                 -------       -------
 
  Inventories, net                               $74,986       $81,019
                                                 =======       =======
</TABLE>

  Current cost of inventories is determined using the first-in, first-out (FIFO)
  method of inventory accounting, which approximates current cost.

                                       6
<PAGE>
 
                   OVERHEAD DOOR CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
                                 MARCH 31, 1997
                                  (UNAUDITED)
                                        
  Note E - Income Taxes
  ---------------------

  The principal differences between the U.S. federal income tax rate and the
  Company's effective income tax rate for the three months ended March 31, 1997
  are state income taxes and amortization of goodwill.

  At March 31, 1997 the total deferred tax liability for taxable temporary
  differences was $55.5 million and the total deferred tax asset for deductible
  temporary differences and operating loss carryforwards was $26.0 million net
  of a $2.3 million valuation allowance.  The net noncurrent deferred tax
  liability totaled $44.1 million and the net current deferred tax asset which
  is included in Prepayments and Other Current Assets totaled $14.7 million.

                                       7
<PAGE>
 
                    MANAGEMENT'S  DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  Results of Operations
  ---------------------

  Net Sales during the first three months of 1997 were $132.5 million, a 5.0%
  increase from the  $126.2 million recorded in the same period in 1996.  Higher
  sales of residential sectional doors, commercial rolling and sectional doors,
  residential and commercial operators, sliding entrance doors, and swinging
  entrance doors were offset by lower sales of vehicular doors and dock
  levelers.

  Gross profit decreased by $0.3 million from $24.4 million in the first three
  months of 1996 to $24.1 million for the same period in 1997.  As a percentage
  of net sales, gross profit declined from 19.4% in the first quarter of 1996 to
  18.2% in the first quarter of 1997.  This decline was mainly due to a shift in
  the product mix to sales of lower margin products.  For interim reporting
  purposes, the cost of material included in cost of products sold is determined
  using estimated material cost rates and the results from physical inventories
  taken during all quarters of the year.

  Operating income for the first three months of 1997 was $2.2 million, a
  decrease of $3.3 million from the $5.5 million reported in 1996. Amortization
  expense of $4.7 million in the first quarter of 1997 as compared to $2.0
  million in the first quarter of 1996, as a result of the Sanwa Acquisition,
  was the principal cause for this decline.

  Interest expense decreased to $4.6 million in the first three months of 1997
  from $6.7 million for the same period in 1996.  The decrease is mainly due to
  amortization of a bond premium recorded at the time of the Sanwa Acquisition
  and lower interest rates on outstanding debt.  Other Expense is higher at $0.9
  million due to higher costs associated with a previously divested product line
  operation.

  The income tax benefit of $2.2 million in the first three months of 1997
  compares to $0.8 million in the same period of 1996.  The increased benefit is
  due to an increased pre-tax loss in 1997 as compared to 1996.

  Financial Condition
  -------------------

  The Company uses a Revolving Credit Facility to help fund seasonal cash flow
  requirements.  The outstanding balance of the Revolving Credit Facility at
  March 31, 1997 was $36.7 million.  Availability under the Revolving Credit
  Facility at March 31, 1997 was $11.2 million.  Due to the seasonal nature of
  the Company's business, borrowings to fund working capital needs generally
  increase beginning late in the second quarter and begin to decline late in the
  fourth quarter.  In the first quarter of 1997 the Company repaid $2.5 million
  of bank term loans.

  Capital expenditures were $1.8 million during the first quarter of 1997 as
  compared to $1.0 million in the first quarter of 1996.  The increase includes
  upgrades in technical systems and facilities in support of the Company's
  business.

  For the three months ended March 31, 1997, net cash flows used for operating
  activities totaled $0.7 million compared with $16.5 million for the first
  three months of 1996.  The higher use of funds in 1996 was mainly to reduce
  accounts payable levels.

  The Company has a historical seasonal pattern of improved results over the
  last half of a calendar year when compared to the first half of a year.  While
  there is no way of assuring that this pattern will continue, the Company has
  no reason to believe that construction industry patterns will change in the
  foreseeable future.  The Company believes that the cash flow generated by its
  operations, together with borrowings under the Revolving Credit Facility,
  should be sufficient to fund its cash needs during the balance of the year.

                                       8
<PAGE>
 
                   OVERHEAD DOOR CORPORATION AND SUBSIDIARIES


   Part II.  Other Information
             -----------------

   Item 1.   Incorporated by reference to Note C, Litigation and Other
             Contingencies, in Part I of this report.

   Item 2-5. All items are either inapplicable or would be responded to in the
             negative.

   Item 6.   Exhibits and Reports on Form 8-K.

             (a)  None

             (b)  No reports on Form 8-K were filed during the quarter for which
                  this report is filed.



                                   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.


                                       OVERHEAD DOOR CORPORATION
                                       -------------------------



   Date:    May 14, 1997               By:  /s/ John C. Macaulay
        --------------------                ------------------------------------
                                            John C. Macaulay
                                            Vice President/Controller
                                            (Chief Accounting Officer)



   Date:    May 14, 1997               By:  /s/ James F. Brum
        --------------------                ------------------------------------
                                            James F. Brum
                                            Executive Vice President
                                            (Chief Financial Officer)

                                       9