<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
 September 30, 1996                                        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 November 8, 1996.
<PAGE>
 
                  OVERHEAD DOOR CORPORATION AND SUBSIDIARIES

 
 
Part I  Financial Information
        ---------------------
        Item 1.   Financial Statements (unaudited)
                  --------------------------------
 
                  Condensed Consolidated Statements of Operations   3
                  Successor Company - period from July 18, 1996
                  to September 30, 1996
                  Predecessor Company - period from July 1, 1996
                  to July 17,1996
                  and period from July 1, 1995 to September 30,
                  1995
                  Combined - period from July 1, 1996 to
                  September 30, 1996
 
                  Condensed Consolidated Statements of Operations   4
                  Successor Company - period from July 18, 1996
                  to September 30, 1996
                  Predecessor Company - period from January 1,
                  1996 to July 17, 1996
                  and period from January 1, 1995 to September
                  30, 1995
                  Combined - period from January 1, 1996 to
                  September 30, 1996
 
                  Condensed Consolidated Statements of Financial    5
                  Condition
                  Successor Company - September 30, 1996
                  Predecessor Company - December 31, 1995

                  Condensed Consolidated Statements of Cash Flows   6
                  Successor Company - period from July 18, 1996
                  to September 30, 1996
                  Predecessor Company - period from January 1,
                  1996 to July 17, 1996
                  and period from January 1, 1995 to September
                  30, 1995
 
                  Notes to Condensed Consolidated Financial         7
                  Statements
 
        Item 2.   Management's Discussion and Analysis of          12
                  Financial Condition and Results of Operations
                  ---------------------------------------------
 
 
Part II  Other Information                                         14
         ----------------- 
Signatures                                                         14

                                       2
<PAGE>
 
OVERHEAD DOOR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
 
 
                                               Successor         Predecessor          Combined            Predecessor
(In thousands, except                     -------------------  ----------------  -------------------  -------------------
per share data)                               Period from        Period from         Period from          Period from
                                           July 18, 1996 to    July 1, 1996 to     July 1, 1996 to      July 1, 1995 to
                                          September 30, 1996    July 17, 1996    September 30, 1996   September 30, 1995
                                          -------------------  ----------------  -------------------  -------------------
<S>                                       <C>                  <C>               <C>                  <C>
Net Sales                                           $127,696          $ 15,621             $143,317             $137,872
 
Costs and Expenses
   Cost of products sold                             102,597            14,646              117,243              110,322
   Selling, general & administrative                  14,028             3,153               17,181               15,390
   Compensation expense                                                 35,640               35,640
   Amortization                                        4,153               366                4,519                2,052
                                                    --------          --------             --------             --------
          Total Costs and Expenses                   120,778            53,805              174,583              127,764
Operating Income (Loss)                                6,918           (38,184)             (31,266)              10,108
 
Interest Expense                                      (4,900)          (19,564)             (24,464)              (7,165)
Other Income (Expense), Net                           (1,233)             (280)              (1,513)                (214)
                                                    --------          --------             --------             --------
 
Income (Loss) Before Income Taxes                        785           (58,028)             (57,243)               2,729
Income Tax Expense (Benefit)                             369           (22,149)             (21,780)               1,539
                                                    --------          --------             --------             --------
Net Income (Loss)                                   $    416          $(35,879)            $(35,463)            $  1,190
                                                    ========          ========             ========             ========
 
Net Income (Loss) Per Common Share                  $    416          $(35,879)            $(35,463)            $  1,190
                                                    ========          ========             ========             ========
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       3
<PAGE>
 
OVERHEAD DOOR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
 
 
                                               Successor          Predecessor           Combined            Predecessor
(In thousands, except                     -------------------  ------------------  -------------------  -------------------
per share data)                               Period from         Period from          Period from          Period from
                                           July 18, 1996 to    January 1,1996 to   January 1, 1996 to   January 1, 1995 to
                                          September 30, 1996     July 17, 1996     September 30, 1996   September 30, 1995
                                          -------------------  ------------------  -------------------  -------------------
<S>                                       <C>                  <C>                 <C>                  <C>
Net Sales                                           $127,696            $281,621             $409,317             $396,071
 
Costs and Expenses
   Cost of products sold                             102,597             227,987              330,584              319,257
   Selling, general & administrative                  14,028              36,366               50,394               46,185
   Compensation expense                                                   35,640               35,640
   Amortization                                        4,153               4,365                8,518                6,137
                                                    --------            --------             --------             --------
          Total Costs and Expenses                   120,778             304,358              425,136              371,579
Operating Income (Loss)                                6,918             (22,737)             (15,819)              24,492
 
Interest Expense                                      (4,900)            (32,808)             (37,708)             (21,808)
Other Income (Expense), Net                           (1,233)             (1,713)              (2,946)                (671)
                                                    --------            --------             --------             --------
 
Income (Loss) Before Income Taxes                        785             (57,258)             (56,473)               2,013
Income Tax Expense (Benefit)                             369             (21,855)             (21,486)               2,176
                                                    --------            --------             --------             --------
Net Income (Loss)                                   $    416            $(35,403)            $(34,987)            $   (163)
                                                    ========            ========             ========             ========
 
Net Income (Loss) Per Common Share                  $    416            $(35,403)            $(34,987)            $   (163)
                                                    ========            ========             ========             ========
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

                                       4
<PAGE>
 
OVERHEAD DOOR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                            Successor      Predecessor
                                          --------------  -------------
                                          September 30,   December 31,
(in thousands except number of shares          1996           1995
 and per share data)                      --------------  -------------
                                           (Unaudited)     (See Note)
<S>                                       <C>             <C>
ASSETS
Current Assets
 Cash and cash equivalents                     $  8,519       $  2,604
 Notes and accounts receivable, less
  allowances
 (1996-$5,424; 1995-$5,824)                      92,057         90,914
 Inventories, net                                85,314         81,037
 Prepayments and other current assets            27,123          7,569
                                               --------       --------
  Total Current Assets                          213,013        182,124
 
Property, Plant and Equipment
 Land and buildings                              45,245         48,094
 Machinery and equipment                         68,480         66,757
 Construction in progress                         4,765          2,458
 Accumulated depreciation                       (51,780)       (43,862)
                                               --------       --------
  Total Property, Plant and Equipment            66,710         73,447
 
Cost in excess of net assets of
 businesses acquired,
 less amortization (1996-$3,069;                
  1995-$11,559)                                 503,069        150,454
Other assets                                     60,823         69,405
                                               --------       --------
                                               $843,615       $475,430
                                               ========       ========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities
 Accounts payable                              $ 55,133       $ 71,815
 Accrued liabilities                             25,651         30,408
 Current maturities of long-term debt            21,057         15,077
                                               --------       --------
  Total Current Liabilities                     101,841        117,300
 
Long-term Debt, Less Current Maturities         228,791        209,730
Deferred Income Taxes                            31,247         35,287
Other Long-term Liabilities                      11,403         11,831
                                               --------       --------
  Total Noncurrent Liabilities                  271,441        256,848
 
Shareholder's Equity
 Common stock, par value $1 per share;
  1,000 shares authorized and                         1              1
   outstanding
 Additional capital                             469,860        100,492
 Currency translation adjustment                     56           (575)
 Retained earnings                                  416          1,364
                                               --------       --------
  Total Shareholder's Equity                    470,333        101,282
                                               --------       --------
                                               $843,615       $475,430
                                               ========       ========
</TABLE>
     NOTE: The condensed consolidated statement of financial condition at
           December 31, 1995 has been derived from the audited financial
           statements at that date.

     SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       5
<PAGE>
 
OVERHEAD DOOR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

<TABLE>
<CAPTION>

                                              Successor        Predecessor          Predecessor
(in thousands)                            ------------------   ------------------   ------------------
                                             Period from          Period from          Period from
                                           July 18, 1996 to    January 1, 1996 to   January 1, 1995 to
OPERATING ACTIVITIES                      September 30, 1996     July 17, 1996      September 30, 1995
                                          ------------------   ------------------   ------------------
<S>                                       <C>                  <C>                  <C> 
Income (Loss) from Operations                       $    416             $(35,403)            $   (163)
  Adjustments to reconcile net income
   (loss) to net cash flows used for
   operating activities.
    Depreciation and amortization                      6,207                9,850               13,302
    (Increase) decrease in net                       
     operating assets                                (10,890)              83,763              (12,516)
                                                    --------             --------             --------

Net Cash Flows Provided by (Used for)
 Operating Activities                                 (4,267)              58,210                  623
 
 
INVESTING ACTIVITIES
 
  Proceeds from sale of a business                         -                  998                    -
  Proceeds from sales of property,
   plant and equipment                                 1,605                    3                    8
  Expenditures for property, plant and
   equipment                                            (886)              (2,251)              (5,022)
  (Increase) decrease in other assets                   (812)                 396                 (322)
                                                    --------             --------             --------
Net Cash Flows Used for Investing
 Activities                                              (93)                (854)              (5,336)
 
FINANCING ACTIVITIES
  Net proceeds from long-term
   borrowings on revolver                                  -               17,000               17,000
  Net proceeds from other long-term
   borrowings                                          5,885                    -                  150
  Principal payments on long-term debt                    (2)              (3,822)             (14,799)
  Net contribution (distribution) of                
   capital                                                 -              (71,915)                   7
                                                    --------             --------             -------- 
Net Cash Flows Provided by (Used for)
 Financing Activities                                  5,883              (58,737)               2,358
 
EFFECT OF EXCHANGE RATE CHANGES ON CASH                   56                 (263)                 (49)
                                                    --------             --------             --------
 
Increase (Decrease) in Cash and Cash                  
 Equivalents                                           1,579               (1,644)              (2,404) 
 
CASH AND CASH EQUIVALENTS
 Beginning of period                                   6,940                2,604                4,477
                                                    --------             --------             --------
 End of period                                      $  8,519             $    960             $  2,073
                                                    ========             ========             ========
  SEE NOTES TO CONDENSED CONSOLIDATED
   FINANCIAL STATEMENTS
</TABLE>

                                       6
<PAGE>
 
                  OVERHEAD DOOR CORPORATION AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              SEPTEMBER 30, 1996
                                  (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 for the year ended December 31, 1995.

 In the opinion of the Registrant, all adjustments, which are of a normal
 recurring nature, necessary to present the information fairly have been made.
 The results of operations for such interim periods are not necessarily
 indicative of results for a full year.  The combined results of operations are
 presented for comparative purposes and represent the sum of the results of
 operations for the successor and predecessor companies for each respective
 period.  These combined results of operations may not be indicative of the
 actual results of operations had the acquisition been consumated at the
 beginning of each respective period.

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

 Note B - 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 "Acquisition") by Sanwa Shutter Corporation, 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 Acquisition was accounted for by the purchase method of accounting using an
 estimated goodwill adjustment.  The adjustments of assets and liabilities to
 their fair value will be recorded in the fourth quarter.  The Company
 refinanced its outstanding bank debt of approximately $154 million including
 accrued interest. 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 (See Note F).  With the change
 in control, the Company's $85 million of 12.25% Unsecured Senior Notes due
 February 1, 2000, were callable for a period of time following the Acquisition.
 This period has expired and all of the notes remain outstanding at September
 30, 1996.

                                       7
<PAGE>
 
 Note C - 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 September 30, 1996 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, 1995.  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>
 
                                        September 30,  December 31,
                                            1996           1995
                                        -------------  -------------
                                               (in thousands)
<S>                                     <C>            <C>
    At current cost:
      Raw materials                           $38,014       $38,420
      Work in process                          18,136        18,330
      Finished goods                           29,164        29,475
                                              -------       -------
                                               85,314        86,225
    Excess of current cost over LIFO                -        (5,188)
                                              -------       -------
 
    Inventories, net                          $85,314       $81,037
                                              =======       =======
</TABLE>

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

 Note D  Litigation and Other Contingencies
 ------------------------------------------

 The Company is a defendant in four lawsuits in which the plaintiffs seek
 damages for personal injuries alleged to have been incurred in handling
 "Jifflox" converter dollies previously manufactured by the Company. These
 converter dollies are used to connect truck trailers in tandem. As a result of
 a separate product line divestiture and the resultant closing of the
 manufacturing facility where that product and the Jifflox converter dollies
 were manufactured, Jifflox production was discontinued in the second quarter of
 1987. The plaintiffs are truck drivers or truck yard employees who allege they
 have suffered personal injuries in moving a Jifflox dolly. The lawsuits allege
 various theories of liability, including negligence, warranty, failure to warn
 and strict liability. The lawsuits allege that Jifflox dollies are defectively
 designed so as to preclude safe maneuvering in truck yards or that they are too
 heavy or that they do not contain adequate warnings against misuse. Unspecified
 damages are claimed. The Company denies liability in each of the lawsuits.

 The Company is a defendant in a number of lawsuits in which damages are sought
 for property damage alleged to have been caused or contributed to by aluminum
 windows manufactured by Premier Products, a former division of the Company
 which was divested in 1989.  At September 30, 1996, 53 such cases were pending,
 all of which are venued in state courts in California.  The cases typically
 involved multi-family residences.  The general contractor and all
 subcontractors who were originally involved in the construction of these
 residences, including the Company, are typically joined as defendants or cross-
 defendants.  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.

                                       8
<PAGE>
 
Note D - Litigation and Other Contingencies (continued)
-------------------------------------------------------

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 new
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 a defendant in a lawsuit filed in November 1995, in the United
States District Court for the District of Connecticut. The Complaint alleges
that an executive hired by the Company in August 1995, misappropriated
confidential information of his prior employer, a competitor of the Company, and
used it for the Company's benefit. The suit requests an injunction as well as
unspecified compensatory and punitive damages. The Company considers the suit to
be entirely without merit.

In addition, the Company is a defendant in various other legal proceedings
arising in the ordinary course of business.

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 claims 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 ($14.1 million at December 31, 1995 and $15.7 million at September 30,
1996) will not have a material adverse effect on the Company's results of
operations or financial condition.

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. This determination was
made because of alleged disposal at the site of certain waste material generated
by a manufacturing operation that formerly had been operated by the Company near
the site. In December 1989, the Company and two other potentially responsible
parties entered into an administrative order on consent with the EPA to perform
a Remedial Investigation and Feasibility Study (RI/FS) at the site. The EPA
subsequently issued an administrative order to four additional companies and one
individual requiring them to participate with the three consenting companies in
the implementation of the RI/FS. Two of these additional companies have entered
into an agreement with the three consenting companies to so participate. In
1992, the participating companies brought a lawsuit against 13 nonparticipating
companies in the United States District Court, Northern District of New York.
The suit seeks to have each of the defendants declared to be jointly and
severally liable with the plaintiffs for all past and future expenses. Two
defendants have been voluntarily dismissed by the plaintiffs, and two new
defendants were subsequently added. One defendant has filed for Chapter 11
bankruptcy protection. The RI/FS has been submitted to the EPA, but has not yet
been accepted by the EPA. The EPA and the participating companies have agreed
that the participating companies will perform some limited additional site
investigation before the EPA accepts the RI/FS and issues a Record of Decision
for the site.

A preliminary engineering investigation prepared in 1987 for the State of New
York estimated that the cost of remediation efforts at this site could range
from $24 million to $29 million. However, this estimate, which is nine

                                       9
<PAGE>
 
Note D - Litigation and Other Contingencies (continued)
-------------------------------------------------------

years old, was based only on a preliminary investigation and made certain
assumptions about the nature and extent of the remediation required. Until the
EPA issues a Record of Decision for this site, it is not possible to know what,
if any, activities the EPA may attempt to require at the site or which companies
may be named as potentially responsible parties in connection with any such
requirements. Five parties have participated in the implementation of the RI/FS
but the ultimate number of companies that may be jointly and severally liable
could be between five and 18 and the portion of any liability for which any one
party may be responsible is not necessarily a pro rata amount. How any liability
is ultimately allocated cannot now be determined.

Due to all the foregoing 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 depending on the type and scope of the remediation, the number
of responsible parties and how the liability is shared. Any such liability to
the Company would probably be payable over three to five years. For the
foregoing reasons, the Company has created a reserve 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.

Genie's manufacturing sites at Shenandoah, Virginia and Alliance, Ohio have been
contaminated as a result of the former operations at these facilities. Pursuant
to the terms of a 1990 asset purchase agreement between Genie and North American
Philips Corporation ("NAPC"), NAPC, a former owner of Genie, agreed to
investigate and remediate any pre-closing contamination at these sites. NAPC
also agreed to fully indemnify Genie for all environmental liabilities arising
out of such pre-closing contamination, including third party lawsuits. The
Company has not expended any funds, nor does it expect to expend any, for
investigation and remediation at these sites because of NAPC's contractual
assumptions of liability.

As of December 31, 1995 and September 30, 1996, accounts receivable from
companies in the construction industry totaled $81.6 million and $83.8 million,
respectively. The Company extends credit and requires collateral, if necessary,
based on the evaluation of each customer's financial condition. Credit losses
are provided for in the financial statements.

                                       10
<PAGE>
 
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 nine months ended September 30, 1996
are state income taxes and amortization of goodwill.

At September 30, 1996, the total deferred tax liability for taxable temporary
differences was $43.5 million and the total deferred tax asset for deductible
temporary differences and operating loss carryforwards was $23.1 million net of
a $2.3 million valuation allowance. The net noncurrent deferred tax liability
totaled $31.2 million and the net current deferred tax asset which is included
in Prepayments and Other Current Assets totaled $10.8 million.

At September 30, 1996, the company had an estimated net operating loss
carryforward of $11,571,000 that expires in 2010.

Note F - Subsequent Event
-------------------------

On October 31, 1996, the company entered into a revolving credit facility in the
amount of $45 million with seven banks. In addition, an $8 million swingline
facility was established with a bank. Both of these facilities mature on
September 28, 2001, and have an interest rate of 35 basis points above the
Federal Funds Rate. The Company received $122 million from its parent company,
Sanwa USA on October 31, 1996, that was funded by a term debt agreement among
seven banks and Sanwa USA maturing on September 28, 2001, at a fixed rate of
6.5%. These facilities were put in place to replace the bridge Loan Agreement
referred to in Note B. The company intends to repay Sanwa USA on a maturity
schedule that is accelerated from Sanwa USA's repayment schedule with the banks.
Currently the Company is paying a fixed rate of 8.22% on its debt to Sanwa USA.
Beginning January 1, 1997, the Company will pay a fixed rate of 7.5% on this
debt.

                                       11
<PAGE>
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Net sales during the first nine months of 1996 increased by $13.2 million (or
3.3%) to $409.3 million from $396.1 million for the same period in 1995.  Volume
increases in upward acting door and door openers, and automatic pedestrian
entrances were partially offset by lower sales of vehicular products and loading
dock equipment.

Gross profit increased by $1.9 million (or 2.5%) from $76.8 million in the
first nine months of 1995 to $78.7 million for the same period in 1996.  As a
percentage of net sales, gross profit decreased to 19.2% in 1996 from 19.4% in
1995.  As the result of a LIFO inventory liquidation, approximately $1.0 million
of income was recognized in the second quarter of 1996.   The decline in gross
profit percentage is due to direct and indirect labor costs on lower margin
sales and start-up costs at the vinyl door facility.  For interim reporting
purposes, the cost of material included in cost of products sold during the
interim periods is determined using estimated material cost rates and the
results from physical inventories taken during all quarters of the year.

An operating loss of $15.8 million in the first nine months of 1996 was due to
factors related to the Acquisition including the $35.6 million compensation
expense for cancellation of stock options and warrants prior to the Acquisition
(See Note B).  When excluding this compensation expense and increased intangible
amortization of $2.2 million following the Acquisition, operating income for the
first nine months of 1996 is $22.0 million.  This is a $2.5 million decrease
from the first nine months of 1995 and is mainly due to higher selling and
marketing expenses.

Interest expense of $37.7 million in the first nine months of 1996 included
$18.3 million related to the cancellation of stock options held by one of the
participants in the Company's prior banking group (See Note B). The remaining
$19.4 million in 1996 is lower than the $21.8 million for the first nine months
of 1995. Other expense increased to $2.9 million for the first nine months of
1996 from $0.7 million for the same period in 1995 due to higher expenses
related to discontinued operations and the write-off of the remaining costs
related to a potential public offering which is no longer anticipated because of
the Acquisition discussed in Note B.

An income tax benefit of $21.5 million in 1996 compares to a provision of $2.2
million in 1995.  The 1996 benefit is based on the estimated effective tax rate
for the applicable period while the 1995 tax provision was calculated on the
actual effective rate for the first nine months of 1995.

See Note D of Notes to Condensed Consolidated Financial Statements for
disclosure on Litigation and Other contingencies.

                                       12
<PAGE>
 
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
September 30, 1996 was $12.0 million.  Availability under the Revolving Credit
Facility at September 30, 1996 was $7.6 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.  Prior to the Acquisition, the Company repaid $3.8 million of
bank term loans. (See Note B and Note F regarding new credit agreements since
the Acquisition.)

Capital expenditures totaled $3.1 million in the first nine months of 1996, a
$1.9 million decrease over the same period in 1995.  Last year's capital
expenditures included a new commercial operator facility and equipment for a new
retail product.

For the nine months ended September 30, 1996, net cash flows used for operating
activities, excluding acquisition related activity,  totaled $14.4 million
compared with $0.6 million provided by operations for the first nine months of
1995.  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 credit agreements (see Notes B and F), should be
sufficient to fund its cash needs during the balance of the year.

                                       13
<PAGE>
 
Part II.  Other Information
          -----------------
 
Item      1.  Incorporated by reference to Note D, 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) The exhibits as shown in the Index of Exhibits on page 15 are
                  filed as a part of this report.

              (b) No reports on Form 8-K were filed since those reported in the
                  registrant's report on Form 10-Q for the quarter ended June
                  30, 1996.




                                  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
                           -------------------------
                                 (Registrant)



Date: November 12, 1996                 By: /s/ John C. Macaulay
      -----------------                     ---------------------------
                                            John C. Macaulay
                                            Vice President/Controller
                                            (Chief Accounting Officer)



Date: November 12, 1996                 By: /s/ James F. Brum
      -----------------                     ---------------------------
                                            James F. Brum
                                            Executive Vice President
                                            (Chief Financial Officer)

                                       14
<PAGE>
 
                                 EXHIBIT INDEX
 
EXHIBIT                                                    SEQUENTIAL
NUMBER              EXHIBIT                               PAGE NUMBER
------              -------                               -----------
 
10.1                Credit Agreement dated as of October       16
                    31, 1996 among Overhead Door
                    Corporation and The Banks Parties
                    Hereto and The Sakura Bank, Limited
                    as Agent Bank.
 
10.2                Swingline Credit Agreement dated as        52
                    of October 31, 1996 between Overhead
                    Door Corporation and The Sakura Bank,
                    Limited.
 
 
 
 
 
 

                                       15