<PAGE>   1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    --------

                                    FORM 10-Q


(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the quarterly period ended June 30, 1999

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the transition period from ___________ to __________


                        Commission file number 000-23341


                          MOTOR CARGO INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


                  Utah                                       87-0406479
      -------------------------------                    ----------------
      (State or other jurisdiction of                    (I.R.S. Employer
       incorporation or organization)                    Identification No.)


                             845 West Center Street
                           North Salt Lake, Utah 84054
                                 (801) 292-1111

          (Address of principal executive offices and telephone number)


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 reports), and (2) has been subject to such filing
requirements for the past 90 days.

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


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. On July 31, 1999, there were
6,925,040 outstanding shares of the Registrant's Common Stock, no par value.


================================================================================



<PAGE>   2

                          PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS


                  MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS




                                     ASSETS



<TABLE>
<CAPTION>
                                                June 30,        December 31,
                                                 1999              1998
                                              -----------       -----------
                                              (unaudited)
<S>                                           <C>               <C>
CURRENT ASSETS
    Cash and cash equivalents                 $ 3,685,285       $ 7,514,654
    Receivables                                14,512,951        14,182,974
    Prepaid expenses                            2,092,224         2,630,416
    Supplies inventory                            394,402           459,711
    Deferred income taxes                       1,517,605         1,365,000
    Income taxes receivable                            --           622,648
                                              -----------       -----------

           Total current assets                22,202,467        26,775,403

PROPERTY AND EQUIPMENT, AT COST                93,923,451        85,954,356

    Less accumulated depreciation
      and amortization                         43,985,298        40,560,113
                                              -----------       -----------

                                               49,938,153        45,394,243


OTHER ASSETS
    Deferred charges                              434,918           426,461
    Unrecognized net pension obligation            63,861            63,861
                                              -----------       -----------

                                                  498,779           490,322
                                              ===========       ===========

                                              $72,639,399       $72,659,968
                                              ===========       ===========
</TABLE>



        The accompanying notes are an integral part of these statements.



                                       2
<PAGE>   3

                  MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS - CONTINUED




                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                              June 30,        December 31,
                                                                1999              1998
                                                            -----------       -----------
                                                            (unaudited)
<S>                                                         <C>               <C>
CURRENT LIABILITIES
    Current maturities of long-term obligations             $   104,470       $    99,990
    Accounts payable                                          4,277,274         4,237,515
    Accrued liabilities                                       5,787,452         5,021,286
    Accrued income taxes                                      1,068,388                --
    Accrued claims                                            1,698,265         1,382,085
                                                            -----------       -----------
           Total current liabilities                         12,935,849        10,740,876

LONG-TERM OBLIGATIONS, less current
   maturities                                                 1,336,472         5,389,852

DEFERRED INCOME TAXES                                         7,159,884         7,255,000

COMMITMENTS AND CONTINGENCIES                                        --                --

STOCKHOLDERS' EQUITY
    Preferred stock, no par value; Authorized -
      25,000,000 shares - none issued                                --                --
    Common stock, no par value; Authorized -
      100,000,000 shares - issued 6,925,040 shares as
      of June 30, 1999 and 6,987,820 shares as of
      December 31, 1998                                      11,849,600        12,135,490
    Retained earnings                                        39,357,594        37,138,750
                                                            -----------       -----------
                                                             51,207,194        49,274,240
                                                            -----------       -----------
                                                            $72,639,399       $72,659,968
                                                            ===========       ===========
</TABLE>


        The accompanying notes are an integral part of these statements.



                                       3
<PAGE>   4

                  MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF EARNINGS



<TABLE>
<CAPTION>
                                                      Three months ended                      Six months ended
                                                            June 30,                              June 30,
                                               --------------------------------        --------------------------------
                                                   1999                1998                1999                1998
                                               ------------        ------------        ------------        ------------
                                                          (unaudited)                            (unaudited)
<S>                                            <C>                 <C>                 <C>                 <C>
Operating revenues                             $ 32,353,017        $ 28,327,739        $ 61,083,847        $ 53,915,321
                                               ------------        ------------        ------------        ------------
Operating expenses
    Salaries, wages and benefits                 14,570,117          12,592,455          28,500,763          24,634,011
    Operating supplies and expenses               5,303,965           3,709,958           9,611,014           7,413,790
    Purchased transportation                      4,353,263           4,558,239           8,424,731           8,338,200
    Operating taxes and licenses                  1,245,292             950,296           2,302,460           1,835,101
    Insurance and claims                          1,180,152             985,461           2,155,328           1,919,218
    Depreciation and amortization                 2,155,829           1,990,380           4,240,338           3,821,160
    Communications and utilities                    461,164             474,258             894,138             921,282
    Building rents                                  685,503             565,175           1,364,735           1,066,359
                                               ------------        ------------        ------------        ------------
           Total operating expenses              29,955,285          25,826,222          57,493,507          49,949,121
                                               ============        ============        ============        ============

           Operating income                       2,397,732           2,501,517           3,590,340           3,966,200
Other income (expense)
    Interest expense                                (32,177)            (31,666)            (68,794)           (107,020)
    Other, net                                       99,224             132,327             133,439             180,769
                                               ------------        ------------        ------------        ------------
                                                     67,048             100,661              64,645              73,749
                                               ------------        ------------        ------------        ------------
           Earnings before income taxes           2,464,780           2,602,178           3,654,985           4,039,949
Income taxes                                        967,142           1,013,970           1,436,142           1,563,258
                                               ------------        ------------        ------------        ------------
           NET EARNINGS                        $  1,497,638        $  1,588,208        $  2,218,843        $  2,476,691
                                               ============        ============        ============        ============

    Earnings per share: (note 2)
              Basic                            $       0.22                0.23                0.32                0.35
              Diluted                                  0.22                0.23                0.32                0.35
                                               ============        ============        ============        ============
    Weighted-average shares outstanding:
              Basic                               6,925,040           6,990,000           6,951,911           6,990,000
              Diluted                             6,925,040           6,998,000           6,951,911           6,908,000
                                               ============        ============        ============        ============
</TABLE>


        The accompanying notes are an integral part of these statements.



                                       4
<PAGE>   5

                  MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS




<TABLE>
<CAPTION>
                                                                             Six months ended
                                                                                June 30,
                                                                     ------------------------------
                                                                         1999               1998
                                                                     -----------        -----------
                                                                              (unaudited)
<S>                                                                  <C>                <C>
Increase (decrease) in cash and cash equivalents
    Cash flows from operating activities
       Net earnings                                                  $ 2,218,843        $ 2,476,691
                                                                     -----------        -----------
       Adjustments to reconcile net earnings to net cash
         provided by operating activities
           Depreciation and amortization                               4,240,338          3,821,160
           Provision for losses on trade
              and other receivables                                      121,100            105,000
           Gain on disposition of property and equipment                 (59,382)           (75,297)
           Deferred income taxes                                        (247,721)          (355,000)
           Charge associated with stock issuance to an officer            40,000                 --
           Changes in assets and liabilities
              Receivables                                               (451,077)            42,379
              Prepaid expenses                                           538,192            469,027
              Supplies inventory                                          65,309             84,770
              Income taxes                                             1,691,036            683,033
              Other assets                                                (8,457)           (42,416)
              Accounts payable                                            39,759           (690,114)
              Accrued liabilities and claims                           1,064,906            951,277
                                                                     -----------        -----------

                  Total adjustments                                    7,034,003          4,993,819
                                                                     -----------        -----------

                  Net cash provided by operating activities            9,252,846          7,470,510
                                                                     -----------        -----------

Cash flows from investing activities
    Purchase of property and equipment                                (8,809,915)        (6,455,865)
    Proceeds from disposition of property and equipment                   85,050            303,946
    Repurchase of shares                                                (308,450)                --
                                                                     -----------        -----------

                  Net cash used in
                    investing activities                              (9,033,315)        (6,151,919)
                                                                     -----------        -----------
</TABLE>



                                   (Continued)


                                       5
<PAGE>   6

                  MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED



<TABLE>
<CAPTION>
                                                                     Six months ended
                                                                         June 30,
                                                              ------------------------------
                                                                 1999                1998
                                                              -----------        -----------
                                                              (unaudited)        (unaudited)
<S>                                                            <C>                <C>
Cash flows from financing activities
    Principal payments on long-term
      obligations                                              (4,048,900)        (5,044,795)
                                                              -----------        -----------

                  Net cash used in financing activities        (4,048,900)        (5,044,795)
                                                              -----------        -----------

                  Net decrease in
                    cash and cash equivalents                  (3,829,369)        (3,726,204)

Cash and cash equivalents at beginning of period                7,514,654          8,616,702
                                                              -----------        -----------

Cash and cash equivalents at end of period                    $ 3,685,285        $ 4,890,498
                                                              ===========        ===========



Supplemental cash flow information

Cash paid during the period for
    Interest                                                  $    29,177        $   116,000
    Income taxes                                                   16,500          1,060,000
</TABLE>



Noncash investing and financing activities

During the first quarter of 1999, in connection with shares issued per the
restricted stock agreement, 2,180 shares valued at $17,440 were withheld by the
Company as tax withholdings.



The accompanying notes are an integral part of these statements.




                                       6
<PAGE>   7

                  MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS


1.       UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

         The interim consolidated financial information included herein is
         unaudited; however, the information reflects all adjustments
         (consisting of normal recurring adjustments) that are, in the opinion
         of management, necessary to the fair presentation of the consolidated
         financial position, results of operations, and cash flows for the
         interim periods. The consolidated financial statements should be read
         in conjunction with the Notes to consolidated financial statements
         included in the audited consolidated financial statements for Motor
         Cargo Industries, Inc. (the "Company") for the year ended December 31,
         1998 which are included in the Company's Annual Report on Form 10-K for
         such year (the "1998 10-K"). Results of operations for interim periods
         are not necessarily indicative of annual results of operations. The
         consolidated balance sheet at December 31, 1998, was extracted from the
         Company's audited consolidated financial statements contained in the
         1998 10-K, and does not include all disclosures required by generally
         accepted accounting principles for annual consolidated financial
         statements.

2.       EARNINGS PER SHARE

         Basic earnings per common share ("EPS") are based on the weighted
         average number of common shares outstanding during each such period.
         Diluted earnings per common share are based on shares outstanding
         (computed under basic EPS) and potentially dilutive common shares.
         Potential common shares included in dilutive earnings per share
         calculations include stock options granted but not exercised. A
         reconciliation of weighted-average shares outstanding is presented
         below:


<TABLE>
<CAPTION>
                                                         Three months ended                  Six months ended
                                                               June 30,                          June 30,
                                                     ---------------------------       ---------------------------
                                                        1999             1998             1999            1998
                                                     ----------       ----------       ----------       ----------
<S>                                                  <C>              <C>              <C>              <C>
Net earnings                                         $1,497,638       $1,588,208       $2,218,843       $2,476,691
Weighted-average shares outstanding - basic           6,925,040        6,990,000        6,951,911        6,990,000

Effect of dilutive stock options                             --            8,000               --            8,000

Weighted-average shares outstanding - assuming
  dilution                                            6,925,040        6,998,000        6,951,911        6,998,000
</TABLE>




                                       7
<PAGE>   8

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


         The purpose of this section is to discuss and analyze the Company's
consolidated financial condition, liquidity and capital resources and results of
operations. This analysis should be read in conjunction with the Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998 (the "1998 10-K").

OVERVIEW

         Motor Cargo Industries, Inc. (the "Company") is a regional
less-than-truckload ("LTL") carrier which provides transportation and logistics
services to shippers within the Company's core service region. The Company's
core service region is the western United States, including Arizona, California,
Colorado, Idaho, New Mexico, Oregon, western Texas, Utah and Washington. The
Company transports general commodities, including consumer goods, packaged
foodstuffs, electronics, computer equipment, apparel, hardware, industrial goods
and auto parts for a diversified customer base. The Company offers a broad range
of services, including expedited scheduling and full temperature-controlled
service. Through its wholly-owned subsidiary, MC Distribution Services, Inc.
("MCDS"), the Company also provides customized logistics, warehousing and
distribution management services.

         In 1997, the Company initiated a program to establish market and
operations presence in several major business economic areas ("BEAs") outside of
the Company's core service region. Unlike more traditional inter-regional
expansion models, the Company only solicits tonnage from these markets moving
west into its core service region. The Company primarily utilizes third-party
truckload carriers to transport freight from these markets to its core service
region. The Company initiated this strategy of selling into the region in an
effort to improve lane, route and service center densities in its core service
region without requiring the Company to incur the costs associated with building
an inter-regional terminal network. The Company commenced operations at its
first BEA expansion facility in Dallas in October 1997. In April 1998, the
Company commenced operations at its second BEA expansion facility in Chicago.

         During the second quarter of 1999, the Company carefully examined its
BEA operations in Chicago and Dallas. The Company's Dallas operation continues
to show positive growth and margin yield. The Company determined that the
Chicago operation, however, was not profitable, and would not produce acceptable
levels of profitability for the near or intermediate term. As a result, in mid
July 1999, the Company discontinued freight pick-up operations and closed its
service center in Chicago. A small percentage of the freight handled by the
Chicago operation will continue to be handled by the Company at other existing
facilities. The Company currently has no immediate plans to open additional BEA
operations; however, the Company will continue to evaluate additional BEA
markets with the potential for success comparable to the Company's Dallas
operation. The Company intends to evaluate all available strategies for
obtaining tonnage from markets outside its core service region.

         On August 1, 1999, the Company secured a service center in Fremont,
California. The Newark and Benicia, California service centers will be
consolidated into the larger Fremont service center. The Company believes this
consolidation will result in a reduction in line-haul expense and re-handling of
freight.

         On August 1, 1999, the Company also converted its pick-up and delivery
operations in Boise and Twin Falls, Idaho from independent agencies to
Company-owned service centers. The Company expects that Company-owned service
centers in these locations will facilitate improved line-haul relay and freight
consolidation to and from the Northwest.


                                       8
<PAGE>   9


RESULTS OF OPERATIONS

         The following table sets forth for the periods indicated the percentage
of operating revenues represented by certain items in the Company's statements
of earnings:


<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED             SIX MONTHS ENDED
                                                         JUNE 30,                      JUNE 30,
                                                   -------------------           -------------------
                                                    1999         1998             1999         1998
                                                   -----         -----           -----         -----
<S>                                                <C>           <C>             <C>           <C>
         Operating revenues                        100.0%        100.0%          100.0%        100.0%
         Operating expenses
             Salaries, wages and benefits           45.0          44.4            46.7          45.6
             Operating supplies and expenses        16.4          13.1            15.7          13.8
             Purchased transportation               13.4          16.1            13.8          15.5
             Operating taxes and licenses            3.9           3.4             3.8           3.4
             Insurance and claims                    3.7           3.5             3.5           3.6
             Depreciation and amortization           6.7           7.0             6.9           7.1
             Communications and utilities            1.4           1.7             1.5           1.7
             Building rents                          2.1           2.0             2.2           1.9
                                                   -----         -----           -----         -----
                   Total operating expenses         92.6          91.2            94.1          92.6
                                                   -----         -----           -----         -----
                   Operating income                  7.4           8.8             5.9           7.4
         Other income (expense)
             Interest expense                       (0.1)         (0.1)           (0.1)         (0.2)
             Other, net                              0.3           0.5             0.2           0.3
                                                   -----         -----           -----         -----
         Earnings before income taxes                7.6           9.2             6.0           7.5
         Income taxes                                3.0           3.6             2.4           2.9
                                                   -----         -----           -----         -----
         Net earnings                                4.6           5.6             3.6           4.6
                                                   =====         =====           =====         =====
</TABLE>


Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998

         Operating revenues increased 14.2% to $32.4 million for the three
months ended June 30, 1999, compared to $28.3 million for the same period in
1998. The increase was primarily attributable to an increased volume of freight
within the Company's core service region. Approximately 3% of the 14.2% growth
was attributable to revenue obtained because a competitor discontinued business
at the end of May 1999. Freight from the Company's BEA operations also
contributed to the revenue growth. As discussed above, the Company discontinued
freight pick-up operations and closed its service center in Chicago subsequent
to the end of the second quarter. The number of shipments during the second
quarter of 1999 increased by 18.7% to 261,000 compared to 219,900 for the second
quarter of 1998.

         Revenues contributed by MCDS increased to $929,000 for the second
quarter of 1999, compared to $592,000 for the second quarter of 1998. The
increase was due primarily to the expansion of a contract with one customer and
the addition of several smaller customers.

         As a percentage of operating revenues, salaries, wages and benefits
increased to 45.0% for the second quarter of 1999 from 44.4% for the second
quarter of 1998. This increase was due primarily to increased staffing of full
time employees with their associated benefits. This included staffing of the
Company's new service center in Benicia, California. Also, additional line
drivers were employed by the Company in the second quarter of 1999, compared to
the second quarter of 1998. During the second quarter of 1998, the Company
utilized more purchased transportation instead of employee-drivers.

         Purchased transportation decreased to 13.4% of revenues for the three
months ended June 30, 1999 as compared to 16.1% for the same period in 1998.
This was primarily caused by shifting costs from purchased transportation to
other expense categories such as payroll, operating expenses, operating taxes
and licenses and depreciation associated with having approximately 30 more
employee line drivers during the second quarter of 1999 compared to the second
quarter of 1998. The Company has increased its staff of employee drivers in
order to reduce overall costs and provide more reliable and consistent service.



                                       9
<PAGE>   10

         Total operating expenses increased to 92.6% of operating revenues for
the three months ended June 30, 1999 from 91.2% for the same period in 1998.
This increase was primarily due to increased salaries, wages, benefits and
investment in sales, marketing and operations. Fuel costs, as a percentage of
operating revenues, were comparable to prior periods. Fuel prices have increased
in recent months, however, particularly in the latter part of the second
quarter. As a result, beginning in August 1999, the Company will implement a
variable fuel surcharge tied to the west coast average fuel price index.

         Net earnings decreased 5.7% to $1,498,000 for the three months ended
June 30, 1999, compared to $1,588,000 for the same period in 1998. Net earnings
per share decreased $0.01 to $0.22 for the second quarter of 1999, compared to
net earnings per share of $0.23 for the second quarter of 1998.

         Six Months Ended June 30, 1999 Compared to Six Months Ended June 30,
1998

         Operating revenues increased 13.3% to $61.1 million for the six months
ended June 30, 1999, compared to $53.9 million for the same period in 1998. The
increase was attributable to an increased volume of freight within the Company's
core service region, as well as freight from the Company's BEA operations. The
number of shipments during the six months ended June 30, 1999 increased by 18.1%
to 496,300, compared to 420,100 for the same period in 1998.

         Revenues for MCDS increased to $1,779,000 for the six months ended June
30, 1999 from $1,068,000 for the same period in 1998. The increase was due
primarily to the expansion of a contract with one customer and the addition of
several smaller customers.

         As a percentage of operating revenues, salaries, wages and benefits
increased to 46.7% for the six months ended June 30, 1999 from 45.6% for the
same period of 1998. This increase was due primarily to increased staffing of
full time employees with their associated benefits. This included staffing of
the Company's BEA expansion facility in Chicago and a new service center in
Benicia, California. Also, additional line drivers were employed by the Company
in the first half of 1999, compared to the first half of 1998. During the first
half of 1998, the Company utilized more purchased transportation instead of
employee-drivers.

         Purchased transportation decreased to 13.8% of revenues for the six
months ended June 30, 1999 as compared to 15.5% for the same period in 1998.
This was primarily caused by shifting costs from purchased transportation to
other expense categories such as payroll, operating expenses, operating taxes
and licenses, and depreciation associated with having an average of
approximately 26 more employee line drivers during the first six months of 1999
compared to the first six months of 1998. The Company has increased its staff of
employee drivers in order to reduce overall costs and provide more reliable and
consistent service.

         Total operating expenses increased to 94.1% of operating revenues for
the six months ended June 30, 1999 from 92.6% for the same period in 1998. This
increase was primarily due to increased salaries, wages and benefits. Fuel
costs, as a percentage of operating revenues, were comparable to prior periods.
Fuel prices have increased in recent months, however, particularly in the latter
part of the second quarter. As a result, beginning in August 1999, the Company
will implement a variable fuel surcharge tied to the west coast average fuel
price index.

         Net earnings decreased 10.4% to $2,219,000 for the six months ended
June 30, 1999, compared to $2,477,000 for the same period in 1998. Net earnings
per share decreased $0.03 to $0.32 for the six months ended June 30, 1999
compared to net earnings per share of $0.35 for the same period in 1998.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's primary sources of liquidity are funds provided by
operations and bank borrowings. Net cash provided by operating activities was
approximately $9.3 million for the first six months of 1999 compared to $7.5
million for the corresponding period in 1998. Net cash provided by operating
activities is primarily attributable to the Company's earnings before
depreciation and amortization expense.



                                       10
<PAGE>   11

         Capital expenditures totaled approximately $8.8 million during the
first six months of 1999 compared to $6.5 million in the comparable period of
1998. The increase in capital expenditures was primarily due to the purchase of
revenue equipment and land and construction costs at new terminal facilities.

         Net cash used in financing activities was $4.0 million for the six
months ended June 30, 1999 compared to $5.0 million for the comparable period of
1998. At June 30, 1999, total borrowings under long-term obligations totaled
approximately $1.4 million.

         The Company is a party to a loan agreement with Zions First National
Bank ("Zions") that provides for a revolving line of credit in an amount not
exceeding $5 million. The loan agreement provides for the issuance of letters of
credit and may be used for this purpose, as well as to fund the working capital
needs of the Company. As of March 31, 1999, there was no outstanding balance
under this revolving line of credit.

         Zions has also provided a second revolving line of credit to the
Company in an amount not to exceed $20 million. The Company intends to use
amounts available under this credit facility primarily to purchase equipment
used in operations and for other strategic purposes. As of June 30, 1999, there
was no outstanding balance under this facility.

         All amounts outstanding under the two loan facilities described above
accrue interest at a variable rate established from time to time by Zions. The
Company does have the option, however, to request that specific advances accrue
interest at a fixed rate quoted by Zions subject to certain prepayment
restrictions. All amounts outstanding under the two loan facilities are
collateralized by the Company's inventory, chattel paper, accounts receivable
and equipment now owned or hereafter acquired by the Company.

         During the first quarter of 1999, the Company announced a share
repurchase program. The Board of Directors of the Company authorized the
repurchase of up to 700,000 shares. As of June 30, 1999, a total of 60,600
shares had been repurchased by the Company for approximately $308,000.

SEASONALITY

         The Company experiences some seasonal fluctuations in freight volume.
Historically, the Company's shipments decrease during the winter months. In
addition, the Company's operating expenses historically have been higher in the
winter months due to decreased fuel efficiency and increased maintenance costs
for revenue equipment in colder weather.

THE YEAR 2000 ISSUE

         The Company utilizes computer hardware and software in its operations.
Certain computer applications could fail or create erroneous results due to the
upcoming change in the century (the "Year 2000 Issue"). The Company has
performed an analysis and has implemented procedures to address the Year 2000
Issue. The Company regularly upgrades its computer hardware and believes that it
will not incur any additional expenses to modify computer hardware due to the
Year 2000 Issue. In addition, the Company has received commitments from software
vendors that will allow the Company to upgrade third-party software programs
with minimal expense to the Company. The Company anticipates, however, that it
will incur expenses of approximately $100,000 to upgrade and test certain
proprietary software developed for the Company. As of June 30, 1999,
approximately $90,000 of these expenses had been incurred. The Company has
completed the modification of its proprietary software and has completed the
majority of testing for such software.

         The Company is also contacting vendors and customers to determine the
extent to which the Company may be vulnerable to third party year 2000 issues.
It is not possible at this time to quantify the amount of business that might be
lost or the costs that could be incurred by the Company as a result of the
Company's significant customers' and suppliers' failure to remediate their Year
2000 issues. The Company will establish, where needed, contingency plans based
on testing experience and responses from significant customers and suppliers.

         Based upon current information, the Company believes that all hardware
and software modifications necessary to operate and effectively manage the
Company will be performed by the year 2000 and that related costs



                                       11
<PAGE>   12

will not have a material impact on the results of operations, cash flow, or
financial condition of the Company. There can be no assurances, however, that
management's estimates and evaluations will prove to be accurate, and actual
results could differ materially from those anticipated. Factors which might
cause material changes include, but are not limited to, the availability of Year
2000 personnel, the readiness of third parties and the Company's ability to
respond to unforeseen Year 2000 complications.

CAUTIONARY STATEMENT FOR FORWARD-LOOKING INFORMATION

         Certain information set forth in this report contains "forward-looking
statements" within the meaning of federal securities laws. Forward-looking
statements include statements concerning plans, objectives, goals, strategies,
future events, future revenues or performance, capital expenditures, financing
needs, plans or intentions relating to acquisitions by the Company and other
information that is not historical information. When used in this report, the
words "estimates," "expects," "anticipates," "forecasts," "plans," "intends,"
"believes" and variations of such words or similar expressions are intended to
identify forward-looking statements. Additional forward-looking statements may
be made by the Company from time to time. All such subsequent forward-looking
statements, whether written or oral and whether made by or on behalf of the
Company, are also expressly qualified by these cautionary statements.

         The Company's forward-looking statements are based upon the Company's
current expectations and various assumptions. The Company's expectations,
beliefs and projections are expressed in good faith and are believed by the
Company to have a reasonable basis, including without limitation, management's
examination of historical operating trends, data contained in the Company's
records and other data available from third parties, but there can be no
assurance that management's expectations, beliefs and projections will result or
be achieved or accomplished. The Company's forward-looking statements apply only
as of the date made. The Company undertakes no obligation to publicly update or
revise forward-looking statements which may be made to reflect events or
circumstances after the date made or to reflect the occurrence of unanticipated
events.

         There are a number of risks and uncertainties that could cause actual
results to differ materially from those set forth in, contemplated by or
underlying the forward-looking statements contained in this report. These risks
include, but are not limited to, economic factors and fuel price fluctuations,
the availability of employee drivers and independent contractors, risks
associated with geographic expansion, capital requirements, claims exposure and
insurance costs, competition and environmental hazards. Each of these risks and
certain other uncertainties are discussed in more detail in the 1998 10-K. There
may also be other factors, including those discussed elsewhere in this report,
that may cause the Company's actual results to differ from the forward-looking
statements. Any forward-looking statements made by or on behalf of the Company
should be considered in light of these factors.




                                       12
<PAGE>   13

                           PART II. OTHER INFORMATION


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

         The Annual Meeting of Shareholders of the Company was held on June 21,
1999. At the meeting:

         1.       The following persons were elected as Directors of the Company
                  to serve until the next Annual Meeting or until their
                  successors are elected and qualified.

<TABLE>
<CAPTION>
                  Name                              Votes For       Votes Withheld
                  ----                              ---------       --------------
<S>                                                <C>                 <C>
                  Harold R. Tate                    5,835,094           4,653
                  Marshall L. Tate                  5,834,494           5,253
                  Marvin L. Friedland               5,836,344           3,403
                  Robert Anderson                   5,835,744           4,003
                  James Clayburn LaForce, Jr        5,836,344           3,403
</TABLE>

         2.       The selection of Grant Thornton LLP as independent auditors to
                  audit the Consolidated Financial Statements of the Company and
                  its subsidiaries for the year ending December 31, 1999 was
                  ratified by the shareholders as follows:

<TABLE>
<S>                                      <C>
                  Votes For:              5,837,547
                  Votes Against:                700
                  Abstentions:                1,500
                  Broker Non-Votes:               0
</TABLE>

         3.       The Company's 1999 Stock Option Plan for Nonemployee Directors
                  was approved by the Shareholders as follows:

<TABLE>
<S>                                      <C>
                  Votes For:              5,387,447
                  Votes Against:            443,250
                  Abstentions:                9,050
                  Broker Non-Votes:               0
</TABLE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


         (a)      The following exhibits are filed with this report.

         10.1     1999 Stock Option Plan for Non-Employee Directors

         27       Financial Data Schedule


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





                                       13
<PAGE>   14

                                   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.


                                              MOTOR CARGO INDUSTRIES, INC.




                                              /s/ Lynn H. Wheeler
                                              --------------------------------
                                              LYNN H. WHEELER
                                              Vice President of Finance and
                                              Chief Financial Officer
                                              (Authorized Signatory and
                                              Principal Financial and
                                              Accounting Officer)




Date: August 11, 1999


                                       14
<PAGE>   15


                                INDEX TO EXHIBITS



Exhibits

10.1            1999 Stock Option Plan for Non-Employee Directors

27              Financial Data Schedule.




                                       15