<PAGE>   1
         SECURITIES AND EXCHANGE COMMISSION
         WASHINGTON, D.C. 20549
   
         FORM 10-Q/A
    

         (Mark One)

          x   Quarterly report pursuant to Section 13 or 15(d) of the Securities
         ---
              Exchange Act of 1934

         ---  For the quarterly period ended January 31, 1998, 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 333-38223

                              ARGO-TECH CORPORATION
             (Exact name of registrant as specified in its charter)



                       Delaware                            31-1521125
            (State or other jurisdiction of             (I.R.S. employer
            incorporation or organization)              identification no.)



                  23555 Euclid Avenue
                  Cleveland, Ohio                             44117
            (Address of principal executive offices)        (Zip code)

           (216) 692-6000
           (registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
         required to be filed by section 13 or 15(d) of the Securities Exchange
         Act of 1934 during the preceding 12 months (or 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
             ---     ---

                  All of the outstanding capital stock of the registrant is held
                  by AT Holdings Corporation.

                  As of March 10, 1998, 3,000 shares of the registrant's  common
                  stock, $.01 par value, were outstanding.


<PAGE>   2

<TABLE>
<CAPTION>


                                      INDEX


                                                                                       Page No.
<S>                                                                                          <C>
PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

   
     Consolidated Balance Sheets as of January 31, 1998 and October 25, 1997 
         (As Restated)                                                                       3
    

     Consolidated Statements of Net Income for the 14 weeks ended January 31, 1998
         and February 1, 1997                                                                4

     Consolidated Statements of Cash Flows for the 14 weeks ended January 31, 1998
         and February 1, 1997                                                                5

     Notes to Consolidated Financial Statements                                          6 - 7

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
               of Operations                                                             8 - 9

PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K                                                   10

Signature                                                                                   11

</TABLE>


<PAGE>   3

PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>

ARGO-TECH CORPORATION AND SUBSIDIARIES
(A WHOLLY-OWNED SUBSIDIARY OF AT HOLDINGS CORPORATION)

   
CONSOLIDATED BALANCE SHEETS           
JANUARY 31, 1998 AND OCTOBER 25, 1997                                                               
(In thousands, except share data)                                                                   
(Unaudited)                                                      1998         1997
                                                              ---------    ---------
ASSETS                                                       As Restated - See Note 5  
    
<S>                                                           <C>          <C>      
CURRENT ASSETS:
     Cash and cash equivalents                                $  17,350    $   9,361
     Receivables, net                                            23,697       24,383
     Inventories                                                 35,400       38,354
     Deferred income taxes and prepaid expenses                   1,788        1,636
                                                              ---------    ---------
               Total current assets                              78,235       73,734
                                                              ---------    ---------

PROPERTY AND EQUIPMENT, net of
     accumulated depreciation                                    35,784       37,181

GOODWILL, net of accumulated amortization                       120,318      121,191

INTANGIBLE ASSETS                                                59,242       60,245

OTHER ASSETS                                                      8,471        8,609
                                                              ---------    ---------
Total Assets                                                  $ 302,050    $ 300,960
                                                              =========    =========

LIABILITIES

CURRENT LIABILITIES:
     Current portion of long-term debt                        $   5,536    $   6,904
     Accounts payable                                             4,522        6,369
     Accrued liabilities                                         22,928       17,814
                                                              ---------    ---------
               Total current liabilities                         32,986       31,087
                                                              ---------    ---------
LONG-TERM DEBT, net of current maturities                       240,578      241,958

OTHER NONCURRENT LIABILITIES                                     29,978       32,137
                                                              ---------    ---------
               Total  Liabilities                               303,542      305,182
                                                              ---------    ---------
REDEEMABLE COMMON STOCK                                           4,813        4,813

REDEEMABLE ESOP STOCK                                            29,826       29,826
     Unearned ESOP Stock                                        (10,500)     (10,920)
                                                              ----------   --------- 
                                                                 19,326       18,906 
SHAREHOLDERS' EQUITY/(DEFICIENCY):
     Common Stock, $.01 par value, authorized 3,000 shares;
        3,000 shares issued and outstanding                          --           --
     Paid-in capital                                                 --           --
     Accumulated deficit                                        (25,631)     (27,941)
                                                              ---------    ---------
               Total shareholders' equity/(deficiency)          (25,631)     (27,941)
                                                              ---------    ---------
Total Liabilities and Shareholders' Equity/(Deficiency)       $ 302,050    $ 300,960
                                                              =========    =========

The accompanying notes are an integral part of these statements.

</TABLE>

<PAGE>   4

<TABLE>
<CAPTION>

ARGO-TECH CORPORATION AND SUBSIDIARIES
(A WHOLLY-OWNED SUBSIDIARY OF AT HOLDINGS CORPORATION)

CONSOLIDATED STATEMENTS OF NET INCOME
FOR THE 14 WEEKS ENDED JANUARY 31, 1998 AND FEBRUARY 1, 1997

(In thousands)
  UNAUDITED


                                           1998          1997
                                        --------      --------
<S>                                     <C>           <C>     
Net Revenues                            $ 44,462      $ 25,191

Cost of Revenues                          27,482        15,152
                                        --------      --------

      Gross profit                        16,980        10,039
                                        --------      --------

Selling, general and administrative        5,347         2,412
Research and development                   1,740         2,081
Amortization of intangible assets          1,932           649
                                        --------      --------

      Operating expenses                   9,019         5,142
                                        --------      --------

Income from operations                     7,961         4,897
Interest expense                           6,084         2,616
Other, net                                  (202)         (124)
                                        --------      --------

Income before income taxes                 2,079         2,405
                                        --------      --------

Income tax provision                         643         1,062
                                        --------      --------

Net income                              $  1,436      $  1,343
                                        ========      ========


The accompanying notes are an integral part of these statements.
</TABLE>


<PAGE>   5


<TABLE>
<CAPTION>

ARGO-TECH CORPORATION AND SUBSIDIARIES
(A WHOLLY-OWNED SUBSIDIARY OF AT HOLDINGS CORPORATION)

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE 14 WEEKS ENDED JANUARY 31, 1998 AND FEBRUARY 1, 1997

(In thousands)
UNAUDITED
                                                                1998         1997
                                                             --------      --------
<S>                                                          <C>           <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                $  1,436      $  1,343
   Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
   Depreciation                                                 1,710         1,108
   Amortization of goodwill and deferred financing costs        2,198           952
   Compensation expense recognized in connection with
     employee stock ownership plan                              1,306         1,074
   Deferred income taxes                                         (257)         (291)

   Changes in operating assets and liabilities:
      Receivables                                                 686        (1,393)
      Inventories                                               2,954        (1,429)
      Prepaid expenses                                            107          (516)
      Accounts payable                                         (1,847)       (2,142)
      Accrued and other liabilities                             2,974          (392)
      Other, net                                                  (31)           36
                                                             --------      --------

   Net cash provided by (used in) operating activities         11,236        (1,650)
                                                             --------      --------


CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                          (313)         (407)
                                                             --------      --------
   Net cash used in investing activities                         (313)         (407)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of long-term debt                                 (2,748)       (2,350)
   Payment of financing related fees                             (186)          
                                                             --------      --------
   Net cash used in financing activities                       (2,934)       (2,350)


CASH AND CASH EQUIVALENTS:
  Net increase/(decrease) for the period                        7,989        (4,407)
  Balance, Beginning of period                                  9,361        13,556
                                                             --------      --------

  Balance, End of period                                     $ 17,350      $  9,149
                                                             ========      ========

The accompanying notes are an integral part of these statements.
</TABLE>

<PAGE>   6


ARGO-TECH CORPORATION AND SUBSIDIARIES
(A Wholly-Owned Subsidiary of AT Holdings Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 14 WEEKS ENDED JANUARY 31, 1998 AND FEBRUARY 1, 1997
------------------------------------------------------------

1.   BASIS OF PRESENTATION

    The principal operations of Argo-Tech Corporation (A Wholly-Owned Subsidiary
    of AT Holdings Corporation) and its Subsidiaries (the "Company" ) include
    the design, manufacture and distribution of aviation products, primarily
    aircraft fuel pumps, throughout the world. In addition, the Company leases a
    portion of its manufacturing facility to other parties. The Company's fiscal
    year ends on the last Saturday in October. The Company is obligated to
    fulfill certain obligations of AT Holdings Corporation. As a result, those
    obligations have been reflected in the Company's financial statements.

    Effective August 3, 1997, the Company established itself as a parent,
    holding company with 3 wholly-owned operating guarantor subsidiaries,
    Argo-Tech Corporation (HBP), Argo-Tech Corporation (OEM) and Argo-Tech
    Corporation (Aftermarket). On September 26, 1997, the Company acquired a
    fourth wholly-owned operating guarantor subsidiary, J.C. Carter Company,
    Inc. ("Carter"). The Company has no outside assets, liabilities or
    operations apart from its wholly-owned subsidiaries. The Senior Subordinated
    Notes are fully, unconditionally, jointly and severally guaranteed by the
    guarantor subsidiaries, and therefore, separate financial statements of the
    guarantor subsidiaries will not be presented. Management has determined that
    the information presented by such separate financial statements of the
    guarantor subsidiaries is not material to investors. All of the Company's
    subsidiaries are guarantors except two wholly-owned subsidiaries that have
    inconsequential assets, liabilities and equity. Their only operations are
    the result of intercompany activity which is immediately dividended back to
    the Company.

2.   UNAUDITED FINANCIAL INFORMATION

    The financial information included herein is unaudited; however, the
    information reflects all adjustments (consisting solely of normal recurring
    adjustments) that are, in the opinion of management, necessary for a fair
    presentation of the Company's financial position and results of operations
    and cash flows for the interim periods presented. The results of operations 
    for the 14 weeks ended January 31, 1998 are not necessarily indicative of 
    the results to be expected for the full year.

3.   INVENTORIES

    Inventories are stated at standard cost which approximates the costs which
    would be determined using the first-in, first-out (FIFO) method. The
    recorded value of inventories is not in excess of market value.
    Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>

                                                          January 31,   October 25,
                                                               1998          1997

<S>                                                         <C>           <C>     
Finished Goods                                              $  1,910      $  1,874
Work-in-process and purchased parts                           20,944        19,918
Raw materials and supplies                                    16,530        20,160
                                                            --------      --------
         Total                                                39,384        41,952
Reserve for excess and obsolete inventory                     (3,984)       (3,598)
                                                            --------      --------

Inventories - net                                           $ 35,400      $ 38,354
                                                            ========      ========
</TABLE>

    The Carter inventory amounts included $6.3 million and $10.8 million at
    January 31, 1998 and October 25, 1997, respectively, which represents the
    unamortized portion of inventories at their fair value as of the date of
    acquisition in accordance with Accounting Principles Board Opinion No. 16
    -"Business Combinations." Based on Carter's inventory turnover rate, $4.5
    million has been included in cost of revenues for the 14 week period

<PAGE>   7
    ended January 31, 1998.

4.  CONTINGENCIES

    Environmental Matters - The soil and groundwater at the Company's Euclid,
    Ohio facility and the Costa Mesa, California facility contain elevated
    levels of certain contaminants which are currently in the process of being
    removed and/or remediated. Because the Company has certain indemnification
    rights from former owners of the facilities for liabilities arising from
    these or other environmental matters, in the opinion of the Company's
    management, the ultimate outcome is not expected to materially affect the
    Company's financial condition, results of operations or liquidity.

    Other Matters - The Company is subject to various legal actions and other
    contingencies. In the opinion of the Company's management, after reviewing
    the information which is currently available with respect to such matters
    and consulting with the Company's legal counsel, any liability which may
    ultimately be incurred with respect to these additional matters is not
    expected to materially affect the Company's financial condition, results of
    operations or liquidity.

5. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
   
     Subsequent to the issuance of the Company's fiscal first quarter 1998
     financial statements, the Company's management determined that the
     Redeemable ESOP stock and all shares of Redeemable Common Stock should 
     have been excluded from Shareholders' Equity/(Deficiency) due to the
     ability of the holders to "put", subject to certain restrictions, the      
     shares to the Company and that the accretion of the Redeemable ESOP and
     Common Stock  should have been charged to Accumulated Deficit in each 
     period. As a result, Redeemable ESOP stock, Redeemable Common Stock, 
     Paid-in Capital, Accumulated Deficit and Total Shareholders' 
     Equity/(Deficiency) have been restated from the amounts previously 
     reported. A summary of the significant effects of the restatement is as 
     follows:

<TABLE>
<CAPTION>
<S>                          <C>               <C>               <C>               <C>
                               JANUARY 31, 1998                    OCTOBER 25, 1997
                               ----------------                    ----------------
                               AS                                   AS
                           PREVIOUSLY            AS            PREVIOUSLY           AS
                            REPORTED          RESTATED          REPORTED         RESTATED
                           ----------        ---------         ----------        --------
Redeemable common stock                                             3,932           4,813 
Redeemable ESOP stock             --            29,826                 --          29,826 
Paid-in capital               11,457                --             11,452              --
Accumulated deficit           (7,262)          (25,631)            (8,686)        (27,941)
Total shareholders' equity/   (6,305)          (25,631)            (8,154)        (27,941)
  (deficiency) 
</TABLE>      
    

<PAGE>   8



ITEM 2.

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

OVERVIEW

         Argo-Tech Corporation ("Argo-Tech" or the "Company") is a leading
designer, manufacturer and servicer of high performance fuel flow devices for
the aerospace industry. The Company provides a broad range of products and
services to substantially all commercial and domestic military engine and
airframe manufacturers, to airlines worldwide and to the U.S. and certain
foreign militaries. The Company is the world's leading supplier of main engine
fuel pumps to the commercial aircraft industry and is a leading supplier of
airframe products and aerial refueling systems. The Company is also a leading
manufacturer of components for ground fueling systems. On September 26, 1997 the
Company acquired all the outstanding shares of J. C. Carter ("Carter"), a
manufacturer of aircraft fluid control component parts, industrial marine
cryogenic pumps and ground fueling components.

         The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial position and
operating results during the periods included in the accompanying condensed
consolidated financial statements. Argo-Tech's fiscal year ends on the last
Saturday of October and is identified according to the calendar year in which it
ends. Both of the fiscal quarters discussed consisted of 14 weeks.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JANUARY 31, 1998 AND FEBRUARY
1, 1997

         Net revenues for the first quarter of 1998 increased $19.3 million, or
76.6%, to $44.5 million from $25.2 million in the first quarter of 1997. This
increase was primarily due to $12.1 million in revenues generated by Carter,
which was not part of the Company in the first quarter of 1997, and an increase
in sales volume in the Company's other aerospace products and services.

         Gross profit for the first quarter of 1998 increased $7.0 million, or
70.0%, to $17.0 million from $10.0 million in the first quarter of 1997 due to
the inclusion of Carter and increased sales of Argo-Tech's aerospace products,
offset by $4.5 million of amortization related to the step-up of Carter
inventory to fair market value. Gross margin for the first quarter of 1998
decreased to 38.2% from 39.8% for the first quarter of 1997 due to amortization
related to the step-up of Carter inventory, partially offset by favorable Carter
sales mix and improved operating efficiency in the Cleveland manufacturing
operations.

         Operating expenses for the first quarter of 1998 increased $3.9
million, or 76.5%, to $9.0 million from $5.1 million in the first quarter of
1997. This increase is primarily attributable to additional operating expenses
and amortization of intangible assets related to Carter, offset by a decrease in
customer directed research and development expense.

         Income from operations for the first quarter of 1998 increased $3.1
million, or 63.3%, to $8.0 million from $4.9 million in the first quarter of
1997. The change was primarily a result of higher sales volume of aerospace
products and services.

         Interest expense for the first quarter of 1998 increased $3.5 million,
or 134.6%, to $6.1 million from $2.6 million in the first quarter of 1997 due to
an increase in debt in connection with the acquisition of Carter, the repurchase
of all of the outstanding preferred stock of the Company in March 1997 and an
increase in the average interest rate.


<PAGE>   9
         The income tax provision for the first quarter of 1998 of $0.6 million
represents an effective tax rate of 30.9% compared to 44.1% for the first
quarter of 1997, primarily due to a reduction in taxable income subject to state
and local taxes and an increase in the Company's foreign sales corporation
earnings, which are subject to lower tax rates.

         Net income for the first quarter of 1998 increased $0.1 million, or
7.7%, to $1.4 million from $1.3 million in the first quarter of 1997, primarily
due to the revenue and expense factors discussed above.
   
FLUCTUATIONS OF OPERATING RESULTS; LIMITATIONS OF QUARTERLY COMPARISONS

         The Company's results of operations are subject to fluctuations from
quarter to quarter due to changes in demand for its products, changes in 
product mix and other factors. Demand for the Company's products can vary from
quarter to quarter due to changes in demand for, and timing of deliveries of,
OEM, aftermarket and military products and services. In particular, the timing
of the Company's aftermarket sales tends not to occur on a predictable schedule
and, furthermore, the sales tend to occur in large quantities which can
significantly impact quarterly comparisons. In addition, net revenues of the
Company's products in the third and fourth quarters can be lower than the first
two quarters because of planned production shut downs at the Company's
Cleveland Facility. These changes in product mix may cause margins to vary from
quarter to quarter.

         For example, in the first fiscal quarter of 1998, the Company's sales
were comparatively high due to large volumes shipped to a distributor. In
addition, the sales for this period consisted of a comparatively high
percentage of aftermarket sales. This combination of high-volume, high margin
sales led to comparatively favorable results in the first quarter, despite the
amortization charges relating to the Acquisition.

         In addition, on September 26, 1997, ATC acquired all of the
outstanding shares of Carter for $107.6 million, including acquisition costs.
Carter's inventory was increased by $12.2 million to record inventories at their
fair value as of the date of the Acquisition in accordance with Accounting
Principles Board Opinion No. 16 -- "Business Combinations." Based on Carter's
inventory turnover rate, $1.5 million and $4.5 million of this amount is
included in cost of revenues for the fourth quarter of 1997 and the first
quarter of 1998, respectively. In addition, $99.7 million of identified
intangibles and goodwill are being amortized over an 8 to 40 year period. These
amortizations increased operating expenses by $0.4 million, and $1.2 million for
the fourth quarter of 1997 and the first quarter of 1998, respectively.

         Accordingly, year-to-year and quarter-to-quarter comparisons of 
quarterly results may not be meaningful, and quarterly results during the year
are not necessarily indicative of the results that may be expected for any
future period or for the entire year.
    
LIQUIDITY AND CAPITAL RESOURCES

         The Company is a holding company that receives all of its operating
income from its subsidiaries. As a result, Argo-Tech's primary source of
liquidity for conducting business activities and servicing its indebtedness has
been cash flows from operating activities.

         Cash for the period ended January 31, 1998 increased $8.0 million,
primarily due to improved operating results and favorable changes in
receivables, inventory, and accrued liabilities offset by a decrease in accounts
payable and the repayment of long-term debt.

         Capital expenditures for the first quarter of 1998 totaled $0.3 million
compared to $0.4 million for the first quarter of 1997. The Company expects to
incur capital expenditures of approximately $4.7 million for the remainder of
fiscal year 1998, related to the continued maintenance of facilities and
equipment to support current operating activities.

         Long-term debt at the end of the first quarter of 1998 consisted of
$105.9 million principal amount of term loans and $140.0 million principal
amount of Senior Subordinated Debt. Payments of $2.7 million were made on term
loans in the first quarter of 1998, which included a prepayment of $1.4 million
as a result of the Company's excess cash flow, as defined in the amended credit
facility, at October 25, 1997. The Company has available, after $0.4 million of
letters of credit, a $19.6 million revolving credit facility. As of January 31, 
1998, there were no borrowings on the revolving credit facility. The amended
credit facility contains no restrictions on the ability of the Company's
subsidiaries to make distributions to the Company. 

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

         From time to time, information provided by the Company, statements by
its employees or information included in its filings with the Securities and
Exchange Commission (including those portions of the Management's Discussion and
Analysis that refer to the future) may contain forward-looking statements that
are not historical facts. Those statements are "forward-looking" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements, and the Company's future performance, operating
results, financial position and liquidity, are subject to a variety of factors
that could materially affect results. Some, but not necessarily all, of these
factors include: the Company's dependence on the aerospace industry; government
regulation and oversight; defense spending; competition; product and
environmental liabilities; and risks associated with the Company's workforce,
suppliers, and future acquisitions.

<PAGE>   10


PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K
   
         (a)      Exhibits - Schedule 27 - Financial Data Schedule
    
         (b)      Reports - No reports on Form 8-K have been filed during the
                  quarter ended January 31, 1998.



<PAGE>   11
                                    SIGNATURE
                                    ---------

      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.

   
      Date:  June 16, 1998            ARGO-TECH CORPORATION
    


                                         By: /s/ Yoichi Fujiki
                                            -------------------
                                               Yoichi Fujiki
                                               Vice President and Treasurer
                                               (Duly Authorized Officer)


   
                                         By: /s/  Paul A. Sklad
                                            -------------------
                                               Paul A. Sklad
                                               Controller
                                               (Principal Accounting Officer)