<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                                 Washington, DC

                                    Form 10-Q


               Quarterly Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


                  For the quarterly period ended June 30, 1998
                                                 -------------

                         Commission file number 0-21018
                                                -------

                            TUFCO TECHNOLOGIES, INC.

           Delaware                                           39-1723477 
---------------------------------                         --------------------
  (State of other jurisdiction                           (IRS Employer ID No.)
of incorporation of organization)

                     4800 Simonton Road, Dallas, Texas 75244
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (972) 789-1079
                                 --------------

         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
            ---      ---

         Indicate the number of shares outstanding of each or the issuer's
classes of common stock, as of the latest practicable date.

<TABLE>
<CAPTION>
         Class                                     Outstanding at August 14, 1998
         -----                                     ------------------------------
<S>                                                <C>      
Common Stock, par value $0.01 per share                      3,707,726

Non-Voting Common Stock, par value $.01 per share              709,870

</TABLE>




                                  Page 1 of 13

<PAGE>   2

                    TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES

                                      INDEX
<TABLE>
<CAPTION>
                                                                                        Page
                                                                                       Number
                                                                                       ------
<S>                                                                                     <C>
PART I:  CONDENSED FINANCIAL INFORMATION


Item 1.  Condensed Financial Statements

         Condensed Consolidated Balance Sheets as of
         June 30, 1998 (Unaudited) and September 30, 1997                               3

         Condensed Consolidated Statements of Income for the three months
         and nine months ended June 30, 1998 and 1997 (Unaudited)                       4

         Condensed Consolidated Statements of Cash Flows for the
         nine months ended June 30, 1998 and 1997 (Unaudited)                           5

         Notes to Condensed Consolidated Financial Statements                           6


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                            7


PART II: OTHER INFORMATION                                                             12

SIGNATURES                                                                             13

</TABLE>







                                        2

<PAGE>   3

                    TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                             June 30,         September 30,
                                                                                               1998               1997
                                                                                            ------------      ------------
<S>                                                                                         <C>               <C>         
                                             Assets

CURRENT ASSETS:
   Cash and cash equivalents ...........................................................    $    817,649      $    747,404
   Restricted cash .....................................................................              --            60,128
   Accounts receivable, net ............................................................      10,357,430         7,637,121
   Inventories .........................................................................      10,001,708         8,550,888
   Prepaid expenses and other current assets ...........................................         502,908           320,109
   Income taxes receivable .............................................................         270,702                --
   Deferred income taxes ...............................................................         419,000           419,000
                                                                                            ------------      ------------

         Total current assets ..........................................................      22,369,397        17,734,650


PROPERTY, PLANT AND EQUIPMENT-Net ......................................................      18,302,730        16,990,227
GOODWILL -Net ..........................................................................      18,035,866        13,732,074
OTHER ASSETS- Net ......................................................................         846,644           588,414
                                                                                            ------------      ------------

TOTAL ..................................................................................    $ 59,554,637      $ 49,045,365
                                                                                            ============      ============



                                Liabilities and Stockholders' Equity

CURRENT LIABILITIES:
   Current portion of long-term debt ...................................................    $  1,841,659      $  1,910,357
   Accounts payable ....................................................................       6,537,223         3,137,177
   Accrued payroll, vacation and payroll taxes .........................................         630,483           824,995
   Other current liabilities ...........................................................         753,481           987,290
   Income taxes payable ................................................................              --           649,570
                                                                                            ------------      ------------

         Total current liabilities .....................................................       9,762,846         7,509,389

LONG-TERM DEBT- Less current portion ...................................................      15,158,964         8,587,999
DEFERRED INCOME TAXES ..................................................................       1,580,000         1,580,000


STOCKHOLDERS' EQUITY
   Voting Common Stock; $.01 par value; 9,000,000 shares authorized;
       3,786,223 and 3,733,830 shares issued, respectively .............................          37,862            37,338
   Nonvoting Common Stock; $.01 par value; 2,000,000 shares authorized;
       709,870 shares issued and outstanding ...........................................           7,099             7,099
   Additional paid-in capital ..........................................................      23,961,301        23,539,420
   Retained earnings ...................................................................       9,680,805         8,548,543
   Treasury stock at cost, 78,497 and 59,804 voting common shares, respectively ........        (534,045)         (349,371)
   Stock purchase plan notes ...........................................................        (100,195)         (415,052)
                                                                                            ------------      ------------

        Total stockholders' equity .....................................................      33,052,827        31,367,977
                                                                                            ------------      ------------
   TOTAL ...............................................................................    $ 59,554,637      $ 49,045,365
                                                                                            ============      ============
</TABLE>


            See notes to condensed consolidated financial statements

                                        3
<PAGE>   4

                    TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                          June 30,                          June 30,
                                             ------------------------------      ------------------------------
                                                  1998              1997             1998               1997
                                                  ----              ----             ----               ----
<S>                                          <C>                 <C>             <C>                 <C>       
NET SALES ..............................     $ 19,921,451        17,233,621      $ 55,617,979        47,962,185

COST OF SALES ..........................       16,819,674        13,864,882        47,274,137        38,799,040
                                             ------------      ------------      ------------      ------------

GROSS PROFIT ...........................        3,101,777         3,368,739         8,343,842         9,163,145

OPERATING EXPENSES:

Selling, general and administrative ....        1,680,082         1,743,749         5,040,162         5,073,594

Amortization and other post-
   acquisition expenses ................          203,543           162,066           672,263           553,780
                                             ------------      ------------      ------------      ------------

OPERATING INCOME .......................        1,218,152         1,462,924         2,631,417         3,535,771

OTHER INCOME (EXPENSE):

   Interest expense ....................         (357,483)         (245,359)         (875,212)         (681,526)

   Interest and other income ...........           16,597           238,799            32,647           333,753
                                             ------------      ------------      ------------      ------------

INCOME BEFORE INCOME TAXES .............          877,266         1,456,364         1,788,852         3,187,998

INCOME TAX EXPENSE .....................          311,718           547,699           656,590         1,236,348
                                             ------------      ------------      ------------      ------------

NET INCOME .............................     $    565,548      $    908,665      $  1,132,262      $  1,951,650
                                             ============      ============      ============      ============

EARNINGS PER SHARE:
    Basic ..............................     $       0.13      $       0.21      $       0.26      $       0.45
    Diluted ............................     $       0.13      $       0.20      $       0.25      $       0.44

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING:
    Basic ..............................        4,418,929         4,382,661         4,416,220         4,385,632
    Diluted ............................        4,493,008         4,437,661         4,553,310         4,438,374
</TABLE>



            See notes to condensed consolidated financial statements.

                                        4

<PAGE>   5

                    TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            NINE MONTHS ENDED
                                                                                June 30,
                                                                      ----------------------------
                                                                          1998             1997
                                                                      -----------      -----------
<S>                                                                   <C>              <C>        
OPERATING ACTIVITIES
Net Income ......................................................     $ 1,132,262      $ 1,951,650
   Noncash items net income:

        Depreciation and amortization ...........................       1,913,595        1,723,041
        Deferred income taxes ...................................              --               --
        Increase in allowance for doubtful accounts .............           3,020           29,640
        Gain on disposition of property and equipment ...........          (4,473)        (101,167)
   Changes in operating working capital:
        Accounts receivable .....................................      (1,607,178)         441,117
        Inventories .............................................        (620,634)        (283,170)
        Prepaid expenses and other assets .......................        (398,508)        (381,638)
        Accounts payable ........................................       2,440,947          434,346
        Accrued and other current liabilities ...................        (632,047)        (884,661)
        Income taxes payable ....................................        (968,941)        (321,594)
                                                                      -----------      -----------

   Net cash provided by (used in) operations ....................       1,258,043        2,607,564

INVESTING ACTIVITIES
   Additions to property, plant and equipment ...................      (2,795,628)      (1,484,494)
   Proceeds from disposition of property, plant and equipment ...           9,513          128,800
   Increase in other assets .....................................         (16,666)         (14,566)
   Acquisition of Foremost Manufacturing, Inc. ..................      (5,250,000)              --
   Decrease in restricted cash ..................................          60,128               --
                                                                      -----------      -----------

   Net cash used in investing activities ........................      (7,992,653)      (1,370,260)

FINANCING ACTIVITIES
   Repayment of long-term debt ..................................      (1,595,022)      (1,228,352)
   Proceeds from issuance of notes payable ......................       8,097,289               --
   Decrease in stock purchase plan notes ........................         314,857           54,996
   Purchase of treasury stock ...................................        (184,674)         (89,066)
   Net proceeds from issuance of common stock ...................         172,405           23,732
                                                                      -----------      -----------

   Net cash provided by (used in) financing activities ..........       6,804,855       (1,238,690)
                                                                      -----------      -----------

NET INCREASE (DECREASE) IN CASH EQUIVALENTS .....................          70,245           (1,386)
CASH AND CASH EQUIVALENTS:
 Beginning of period ............................................         747,404          844,615
                                                                      -----------      -----------
 End of period ..................................................     $   817,649      $   843,229
                                                                      ===========      ===========
</TABLE>

            See notes to condensed consolidated financial statements.

                                        5

<PAGE>   6

                    TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED JUNE 30, 1998 AND 1997

1.       INTERIM FINANCIAL STATEMENTS

         The unaudited interim financial statements have been prepared in
         accordance with generally accepted accounting principles for interim
         financial information and Rule 10-01 of Regulation S-X. In the opinion
         of management, all adjustments (consisting of normal recurring
         adjustments) considered necessary for a fair presentation have been
         included. Some adjustments involve estimates which may require revision
         in subsequent interim periods or at year-end. The unaudited financial
         statements and footnotes should be read in conjunction with the
         Company's financial statements for the year ended September 30, 1997
         that are included in Form 10-K that was filed with the Securities and
         Exchange Commission on December 23, 1997. Operating results for the
         nine-month period are not necessarily indicative of results expected
         for the remainder of the year.

2.       INVENTORIES

         Inventories consist of the following:

<TABLE>
<CAPTION>
                                               June 30,      September 30,
                                                 1998            1997
                                             -----------     -----------
<S>                                          <C>             <C>        
               Raw materials ...........     $ 4,973,384     $ 4,711,780
               Finished products .......       5,028,324       3,839,108
                                             -----------     -----------

               Total ...................     $10,001,708     $ 8,550,888
                                             ===========     ===========
</TABLE>

3.       ACQUISITION OF FOREMOST MANUFACTURING, INC.:

         On November 13, 1997, the Company purchased all of the outstanding
         stock of Foremost Manufacturing, Inc. (Foremost) for $5.25 million in
         cash and $0.25 million in the Company's common stock (25,907 shares).
         Goodwill of $4.7 million was recorded as a result of the acquisition.
         Foremost manufactures and distributes products similar to those
         produced and distributed by the Company in its Paint Sundries market
         sector. The results of operation for Foremost have been included since
         the date of acquisition.


                                        6

<PAGE>   7

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


GENERAL INFORMATION:

         Tufco Technologies, Inc. (formerly Tufco Holding Company, the
         "Company") was organized in 1992 to acquire Tufco Industries, Inc.
         (located in Green Bay, WI) which was incorporated in Wisconsin in 1974.
         Executive Converting Corporation (located in Dallas, TX) was acquired
         in 1994. Hamco, Industries, Inc. (located in Newton, NC) was acquired
         in 1995. Foremost Manufacturing, Inc. (located in St. Louis, Missouri)
         was acquired November 13, 1997.

         The Company, through its wholly owned subsidiaries, manufactures and
         distributes business imaging paper products and Away-From-Home towels
         and wipes, provides diversified custom converting and specialty
         printing services, and distributes paint sundry products used in home
         improvement projects.

         The Company normally operates at lower operating levels during the
         first and second quarters of its fiscal year which ends September 30.
         This occurs because of the seasonal demand for certain printed products
         displaying a holiday theme as well as products which are used by
         customers in conjunction with end-of-year activities. These products
         are normally shipped during the Company's third and fourth fiscal
         quarters. Demand for its paint sundry products is generally lower
         during the first and second fiscal quarters as cold weather restricts
         the amount of new construction and remodeling projects that require the
         Company's products.



                                        7

<PAGE>   8

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

RESULTS OF OPERATIONS:

CONDENSED OPERATING DATA, PERCENTAGES OF NET SALES AND YEAR-TO-YEAR CHANGES IN
THESE ITEMS ARE AS FOLLOWS: 

($000s)

<TABLE>
<CAPTION>
                         Three Months Ended       Period-to-Period     Nine Months Ended     Period-to-Period
                              June 30,                 Change               June 30,              Change
                         ------------------                            -----------------
                         1998          1997          $         %       1998         1997       $            %
                         ----          ----         ---       ---      ----         ----      ---          ---
<S>                    <C>          <C>            <C>        <C>     <C>         <C>         <C>           <C>
Net Sales              $19,921      $17,234        2688       16      $55,618     $47,962     7656          16

Gross Profit             3,102        3,369        -267       -8        8,344       9,163     -819          -9
                          15.6%        19.5%                             15.0%       19.1%

Operating Expenses       1,884        1,906         -22       -1        5,712       5,627       85           2
                           9.5%        11.1%                             10.3%       11.7%

Operating Income         1,218        1,463        -245      -17        2,631       3,536     -904         -26
                           6.1%         8.5%                              4.7%        7.4%

Interest Expense           357          245         112       46          875         682      194          28
                           1.8%         1.4%                              1.6%        1.4%

Net Income             $   566      $   909        -343      -38        1,132       1,952     -819         -42
                           2.8%         5.3%                              2.0%        4.1%
</TABLE>

ANALYSIS OF NET SALES, PERCENTAGES OF TOTAL NET SALES, AND YEAR-TO-YEAR CHANGES
IN THE COMPANY'S PRIMARY MARKET SECTORS ARE AS FOLLOWS:

($000s)

<TABLE>
<CAPTION>
                         Three Months Ended       Period-to-Period         Nine Months Ended        Period-to-Period   
                              June 30,                 Change                   June 30,                 Change        
                         ------------------                                -----------------                           
                         1998          1997          $         %           1998         1997          $            %   
                         ----          ----         ---       ---          ----         ----         ---          ---  
<S>                    <C>          <C>            <C>        <C>         <C>         <C>            <C>           <C> 
Business Imaging                                                                                    
Products              $ 7,830      $ 8,656         -826       -10         23,979       24,815         -836         -3  
                           39%          50%                                   43%          52%                         
                                                                                                                       
Custom Converting                                                                                                      
& Specialty                                                                                                            
Printing              $ 4,738        4,898         -160        -3         12,823       14,021        -1198         -9  
                           24%          28%                                   23%          29%                         
Paint Sundry                                                                                                           
Products              $ 5,398        2,563        2,835       111         13,730        6,813        6,917        102  
                           27%          15%                                   25%          14%                         
Away-From-Home                                                                                                         
Products              $ 1,955        1,117          838        75          5,086        2,314        2,772        120  
                           10%           6%                                    9%           5%                         
                                                                                                                       
Total Net Sales       $19,921      $17,234        2,688        16         55,618       47,962        7,656         16  
</TABLE>

                                        8

<PAGE>   9

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

NET SALES:

Net sales increased $2.7 million (16%) and $7.7 million (16%) for the three and
nine month periods, primarily due to the additive impact of Foremost which
generated net sales of $2.7 million and $6.4 million for the respective three
and nine month periods. Adjusted for this impact, sales for the three month
period were level with the prior year and up $1.3 million for the nine month
period. Sales of the Company's Business Imaging products were down $0.8 million
for the quarter and nine month period as a result of price reductions and
rebates which the Company employed throughout the quarter in response to
aggressive discount pricing introduced by its competition. Unit volume did not
decline and Tufco will continue to offer competitive prices to its Business
Imagining customers in order to maintain its market share which may result in
diminished profits in future periods. Sales in the Custom Converting sector were
down $0.2 million (3%) for the quarter due to reduced orders from a large
seasonal customer resulting from the mild weather conditions experienced during
the past winter. For the nine month period, Custom Converting sales were down
$1.2 million (9%) due primarily to non-renewal of tissue converting contracts in
the first quarter of fiscal 1998. The Away-From-Home sector continued to show
strong sales growth, up $0.8 million (75%) and $2.8 million (120%) for the
respective three and nine month periods.

GROSS PROFIT:

Gross profit declined $0.3 million (8%) and $0.8 million (9%) for the three and
nine month periods. The Business Imaging Sector has reduced its selling prices
in an effort to battle prices offered by competitors. The result has been sharp
reductions in margin from the same three and nine month periods from one year
ago. Management has been successful in negotiating reductions in its cost of raw
materials and the Company has invested in equipment which will require reduced
labor cost to operate when installed and operational. These changes were
necessary to support the reduced selling prices and attempt to improve gross
margins. However, management cannot guarantee short-term improvement if market
prices remain at current levels. In addition, the non-renewal of contract
converting services during the first fiscal quarter resulted in lower margins
for the Custom Converting sector. Gross profit derived from the Company's Paint
Sundries sector increased due to the increased sales from the Foremost
acquisition. Finally, the sales growth in the Away-From-Home sector has been
achieved at low margins due to the high cost of labor, materials and freight
associated with the start-up in this sector. As sales grow, management will
attempt to use the increased volume to negotiate improved pricing on base
tissue. Additionally, the Company has already begun relocating production assets
to its facilities in the Southeast and Southwest in an effort to reduce labor
cost and freight. Management believes that these changes, along with continued
sales growth, will ultimately improve the profitability of this sector; however,
management cannot rule out continued competitive pressures on gross profit
margins in the near term.











                                        9


<PAGE>   10

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

OPERATING EXPENSES:

Operating expenses decreased $22,000 (-1%) and have increased only $85,000 (2%)
for the three and nine month periods. Adjusted for the additive effect of the
Foremost acquisition, operating costs are actually down $258,000 for the quarter
and down $513,000 for the nine months. The primary cause for the decrease is
lower administrative and sales compensation expense.

OPERATING INCOME:

Operating income declined $0.2 million (17%) and $0.9 million (26%) for the
three and nine month periods due to reduced selling prices and corresponding
lower gross profit in the Business Imaging market sector resulting from market
competition. Additionally, the loss of contract custom converting service
revenue contributed to lower gross profit for the nine-month period.
Operating income for Foremost since the date of acquisition has been $0.7
million.

INTEREST EXPENSE:

Interest expense increased $0.1 million and $0.2 million for the three and nine
month periods. Interest expense associated with the debt incurred in the
Foremost acquisition was $0.1 million for the second fiscal quarter and $0.3
million year to date. Adjusted for this, interest expense was down $0.1 million
for the nine-month period due to reduced average borrowings.

NET INCOME AND EARNINGS PER SHARE:

For the three and nine month periods, net income declined $0.3 million (38%) and
$0.8 million (42%) respectively. Diluted earnings per share decreased
correspondingly, down $0.07 and $0.19 for the three and nine month periods. The
primary causes for the decline were lower selling prices and gross profit from
the sale of Business Imaging products and lower sales of contract converting
services.

LIQUIDITY AND CAPITAL RESOURCES:

For the nine months ended June 30, 1998, the Company generated $1.3 million to
fund operating activities. Management has utilized new accounting systems to
extend the accounts payable cycle, and negotiated extended payment terms for its
accounts payable in an effort to increase working capital and reduce debt. This
effort contributed to cash provided by operations, and was partially offset by
longer payment terms granted to certain seasonal customers of the Company.

Net cash used in investing activities was $8.2 million and was primarily
associated with the acquisition of Foremost ($5.5 million, $0.25 million of
which was financed through issuance of the Company's common stock) and the
purchase of production equipment ($2.8 million).

Net cash provided by financing activities was $7.1 million for the nine-month
period. The Company borrowed $5.25 million to finance the acquisition of
Foremost. The $5.25 million interim loan matured on May 15, 1998; the Company is
in the process of changing its banking relationship and has received a
commitment from its new lender to refinance this loan. In addition, the Company
borrowed funds under its working capital line of credit to facilitate the
purchase of capital equipment.

In July of 1998, the Company reached an agreement with Core States Bank whereby
Core States would become the Company's primary lender, replacing Bank One,
Wisconsin. The Company anticipates


                                       10


<PAGE>   11

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

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED):

completing the refinancing on or before September 1, 1998. The Agreement will
facilitate the refinancing of approximately $10.7 million of the Company's term
debt with repayment over seven years, and replacing the Company's working
capital line of credit with a $9 million line. Management anticipates that the
new agreement, coupled with cash flow from operations, will be sufficient to
fund the Company's operations for the foreseeable future.

As of August 6, 1998, the Company had approximately $2.4 million available under
its revolving credit line with Bank One and will have approximately $3.5 million
available under its new line at Core States.

The Company intends to retain earnings to finance future operations and
expansion and does not expect to pay any dividends within the foreseeable
future. In addition, the Company's primary lender must approve the payment of
any dividends.

FORWARD LOOKING STATEMENTS:

Management's discussion of the Company's 1998 quarterly periods in comparison to
1997, contains forward-looking statements regarding current expectations, risks
and uncertainties for future periods. The actual results could differ materially
from those discussed here. As well as those factors discussed in this report,
other factors that could cause or contribute to such differences include, among
other items, significant changes in the cost of base paper stock, competition in
the Company's product areas, or an inability of management to successfully
reduce operating expenses in relation to net sales without damaging the
long-term direction of the Company. Therefore, the condensed financial data for
the periods presented may not be indicative of the Company's future financial
condition or results of operations.



                                       11


<PAGE>   12

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Not applicable.

ITEM 2.  CHANGES IN SECURITIES

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.  OTHER INFORMATION
None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

None.











                                       12


<PAGE>   13

                                   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.



                                        TUFCO TECHNOLOGIES, INC.





Date:  August 14, 1998                  /s/ Louis LeCalsey, III
                                        ---------------------------------
                                        Louis LeCalsey, III
                                        Chief Executive Officer





Date:  August 14, 1998                  /s/ Greg Wilemon
                                        ---------------------------------
                                        Greg Wilemon
                                        Chief Financial Officer/Chief 
                                        Operating Officer, Secretary, 
                                        Treasurer and Vice President - Finance





                                       13

<PAGE>   14


                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             EXHIBIT
-------                            -------
<S>                 <C>
  27                Financial Data Schedule
</TABLE>