<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 December 31, 1998


                         Commission file number 0-21018


                            TUFCO TECHNOLOGIES, INC.

                  Delaware                             39-1723477       
         -----------------------------            -------------------
         (State or other jurisdiction            (IRS Employer ID No.)
        of incorporation or 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 February 12, 1999
                           -----                                   --------------------------------
         <S>                                                       <C>      
         Common Stock, par value $0.01 per share                            3,716,281

         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>      <C>                                                               <C>
PART I:  CONDENSED FINANCIAL INFORMATION


Item 1.  Condensed Financial Statements

                  Condensed Consolidated Balance Sheets as of
                  December 31, 1998 (Unaudited) and September 30, 1998                3

                  Condensed Consolidated Statements of Income for the three    
                  months ended December 31, 1998 and 1997 (Unaudited)                 4

                  Condensed Consolidated Statements of Cash Flows for the three
                  months ended December 31, 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>
                                                                                 December 31,      September 30,
                                                                                     1998              1998   
                                                                                 ------------      -------------
<S>                                                                              <C>               <C>          
                                             Assets

CURRENT ASSETS:
   Cash and cash equivalents ...............................................     $    988,720      $   1,006,110
   Restricted cash .........................................................              378             20,328
   Accounts receivable, net ................................................        8,800,462         10,351,740
   Inventories .............................................................       10,316,465          8,956,949
   Prepaid expenses and other current assets ...............................          752,814            303,605
   Deferred income taxes ...................................................          596,678            596,678
                                                                                 ------------      -------------

         Total current assets ..............................................       21,455,517         21,235,410


PROPERTY, PLANT AND EQUIPMENT-Net ..........................................       17,132,014         17,360,302
GOODWILL -Net ..............................................................       18,283,868         18,423,999
OTHER ASSETS- Net ..........................................................        2,071,346          1,747,486

                                                                                 ------------      -------------

TOTAL ......................................................................     $ 58,942,745      $  58,767,197
                                                                                 ============      =============



                                Liabilities and Stockholders' Equity

CURRENT LIABILITIES:
   Current portion of long-term debt .......................................     $  1,672,265       $  1,670,810
   Accounts payable ........................................................        4,707,039          4,559,341
   Accrued payroll, vacation and payroll taxes .............................          863,514            681,236
   Other current liabilities ...............................................        1,611,100          1,629,519
   Income taxes payable ....................................................          370,079             64,367
                                                                                 ------------      -------------

         Total current liabilities .........................................        9,223,997          8,605,273

LONG-TERM DEBT- Less current portion .......................................       15,108,808         16,025,796
DEFERRED INCOME TAXES ......................................................        1,885,653          1,885,653


STOCKHOLDERS' EQUITY
   Voting Common Stock; $.01 par value; 9,000,000 shares authorized;
       3,786,223 shares issued, respectively ...............................           37,862             37,862
   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         23,961,301
   Retained earnings .......................................................        9,347,265          8,878,453
   Treasury stock at cost, 78,497 voting common shares, respectively .......         (534,045)          (534,045)
   Stock purchase plan notes ...............................................          (95,195)          (100,195)

                                                                                 ------------      -------------

        Total stockholders' equity .........................................       32,724,287         32,250,475
                                                                                 ------------      -------------
   TOTAL ...................................................................     $ 58,942,745      $  58,767,197
                                                                                 ============      =============
</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
                                                                         December 31,
                                                                ------------------------------
                                                                    1998              1997
                                                                    ----              ----
<S>                                                             <C>               <C>         
NET SALES .................................................     $ 18,340,853      $ 16,690,216

COST OF SALES .............................................       15,366,760        14,020,278

                                                                ------------      ------------

GROSS PROFIT ..............................................        2,974,093         2,669,938

OPERATING EXPENSES:

Selling, general and administrative .......................        2,010,972         1,703,051

Amortization and other post-
   acquisition expenses ...................................          234,565           205,572

                                                                ------------      ------------
OPERATING INCOME ..........................................          728,556           761,315

OTHER INCOME (EXPENSE):

   Interest expense .......................................         (257,257)         (222,747)

   Interest and other income ..............................            4,314            13,961

   Gain on sale of equipment ..............................          305,741               623


                                                                ------------      ------------

INCOME BEFORE INCOME TAXES ................................          781,354           553,152

INCOME TAX EXPENSE ........................................          312,542           220,844

                                                                ------------      ------------

NET INCOME ................................................     $    468,812      $    332,308
                                                                ============      ============


EARNINGS PER SHARE:
    Basic .................................................     $       0.11      $       0.08
    Diluted ...............................................     $       0.11      $       0.07

 WEIGHTED AVERAGE SHARES OUTSTANDING:
    Common stocks .........................................        4,417,596         4,408,300
    Adjusted shares-assuming exercise of stock options ....        4,453,570         4,563,399
</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>
                                                                            THREE  MONTHS  ENDED
                                                                                December 31,       
                                                                       ----------------------------
                                                                           1998             1997
                                                                           ----             ----
<S>                                                                    <C>              <C>        
OPERATING ACTIVITIES
Net Income .......................................................     $   468,812      $   332,308
   Noncash items net income:

      Depreciation and amortization ..............................         678,669          612,304
      Provision for bad debts ....................................           9,248            9,000
      Gain on sale of property and equipment .....................        (305,741)            (623)
   Changes in operating working capital:
        Accounts receivable ......................................       1,542,030          503,250
        Inventories ..............................................      (1,359,516)      (1,420,171)
        Prepaid expenses and other assets ........................        (356,511)          (5,741)
        Accounts payable .........................................         185,723          307,575
        Accrued and other current liabilities ....................         125,834         (534,872)
        Income taxes payable .....................................         305,712         (446,497)


                                                                       -----------      -----------

   Net cash provided by (used in) operations .....................       1,294,260         (643,467)

INVESTING ACTIVITIES
   Additions to property, plant and equipment ....................        (348,505)        (702,319)
   Deposits made on purchase of equipment ........................        (400,207)              --
   Proceeds from disposition of property, plant and equipment ....         352,001            4,935
   Increase in advances to stockholders ..........................         (22,356)          (5,556)
   Acquisition of Foremost Manufacturing, Inc. ...................          (2,000)      (5,500,000)
   (Decrease)in restricted cash ..................................          19,950          (20,050)

                                                                       -----------      -----------

   Net cash used in investing activities .........................        (401,117)      (6,222,990)

FINANCING ACTIVITIES
   Principal payments on long-term debt ..........................        (915,533)        (476,825)
   Proceeds from issuance of notes payable .......................              --        6,679,838
   Decrease in stock purchase plan notes .........................           5,000          289,862
   Purchase of treasury stock ....................................              --          (74,370)
   Net proceeds from issuance of common stock ....................              --          399,904
                                                                       -----------      -----------
   Net cash provided by (used in) financing activities ...........        (910,533)       6,818,409
                                                                       -----------      -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS ........................         (17,390)         (48,048)
CASH AND CASH EQUIVALENTS:
  Beginning of period ............................................       1,006,110          747,404
                                                                       -----------      -----------
   End of period .................................................     $   988,720      $   699,356
                                                                       ===========      ===========
</TABLE>

            See notes to condensed consolidated financial statements.

                                        5


<PAGE>   6



                    TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 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, 1998
         that are included in Form 10-K that was filed with the Securities and
         Exchange Commission on December 22, 1998. Operating results for the
         three-month period are not necessarily indicative of results expected
         for the remainder of the year.

2.       INVENTORIES
         Inventories consist of the following:

<TABLE>
<CAPTION>
                                                December 31,     September 30,
                                                   1998               1998    
                                                ------------     -------------                                                
               <S>                              <C>              <C>          
               Raw materials ..............     $  5,308,922     $   4,766,165
               Finished products ..........        5,007,543         4,190,784
                                                ------------     -------------

               Total ......................     $ 10,316,465     $   8,956,949
                                                ============     =============
</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, and Foremost Manufacturing, Inc. (located in St. Louis, MO)
         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 dollars in thousands:


<TABLE>
<CAPTION>
                          Three Months Ended       Period-to-Period Change
                              December 31,    
                       ---------------------
                        1998          1997         $              %   
                       -------      -------        ----        -------
<S>                    <C>          <C>            <C>         <C>
Net Sales              $18,341      $16,690        1651          10

Gross Profit             2,974        2,670         304          11
                            16.0%        16.0%

Operating Expenses       2,245        1,909         336          18
                            12.0%        11.4%

Operating Income           729          761         (32)         (4)
                             3.9%         4.6%

Interest Expense           257          223          34          15
                             1.4%         1.3%

Net Income             $   469      $   332         137          41
                             2.6%         2.0%
</TABLE>

ANALYSIS OF NET SALES, PERCENTAGE 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 Change
                                 December 31,    
                            ---------------------
                             1998          1997         $         %   
                            -------      -------      -----     ----
<S>                         <C>          <C>          <C>       <C>
Business Imaging            $ 6,491      $ 7,756      (1265)     (16)
Products                         35%          46%

Contract Converting           3,663        3,907       (244)      (6)
& Specialty Printing             20%          23%

Paint Sundry Products         5,089        3,747       1342       36
                                 28%          22%

Away-From-Home Products       3,098        1,280       1818      142
                                 17%           8%
                              -----        -----

Total Net Sales              18,341       16,690       1651       10
</TABLE>


                                        8



<PAGE>   9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS -CONTINUED

NET SALES:

Net sales increased $1.7 million (10%) to $18.3 million. A portion of the
overall increase, $1.0 million or 6%, is attributable to additive impact, in the
Paint Sundry sector, of Foremost Manufacturing, which was acquired by Tufco in
November of 1997. After adjusting for the impact of Foremost, net sales for the
Company increased $0.7 million in spite of reduced sales in the Business Imaging
sector (down $1.3 million or 16%) and in the Contract Converting sector (down
$0.2 million or 6%). The Business Imaging sector continues to suffer from
aggressive price pressures due to new competitors attempting to gain market
share. While Tufco has lost some unit volume, reductions in unit selling prices
account for most of the reduction in net sales. The reduction in net Contract
Converting sales is the result of lower production volume attributed to one
specific customer for whom Tufco produced window insulation kits. In December of
fiscal 1999, Tufco began production of a new consumer product for Procter &
Gamble Manufacturing (P&G). When qualified by P&G, the initial production line
will have the capacity to produce up to $3 million in revenue for Tufco. Tufco
has submitted proposals to P&G to install 3 additional production lines, which
will increase Tufco's total production capacity to $12 million annually, and
Tufco management is optimistic that the Company will be awarded the additional
production capacity. It is important to note that the future revenue for Tufco
will be determined by consumer demand for the product, and not by production
capacity. Tufco anticipates that the first line will reach full production
during the second fiscal quarter, and that the additional production lines, if
awarded to Tufco, will start up before the end of the third fiscal quarter.
Also, as noted in the Company's 1998 annual report to its shareholders, other
production lines for P&G and Hallmark Cards, Inc. will begin operations later in
the year. Tufco reported strong gains in its Away-From-Home sector (up $1.8
million or 142%) due to continued expansion of the sector's base of customers.
Finally, after adjustment for Foremost, the Paint Sundry sector reported a $0.3
million (8%) increase in sales. Growth in the Paint Sundry sector was strong,
considering that Tufco was still in the process of consolidating its two Paint
Sundry product lines into one. Management expects that Paint Sundry sales will
continue to improve as sector management completes its consolidation and
refocuses its efforts on growth.

GROSS PROFIT:

Gross profit improved $0.3 million, or 11% over fiscal 1998, of which $0.2
million was attributable to the Foremost acquisition. Adjusted for the impact of
Foremost, gross profit increased $0.1 million or 4%. Gross profit margin was
unchanged at 16% of net sales. Further improvement in gross profit was inhibited
by costs totaling approximately $135,000 incurred during the first quarter of
fiscal 1999 to hire and train personnel associated with the P&G production line.
Tufco did not ship any P&G product during the quarter to offset costs incurred.
Additionally, the consolidation efforts in the Paint Sundry sector resulted in
redundant headcount and other costs totaling approximately $65,000. Once the P&G
start-up and the Paint Sundry consolidation are complete, management believes
that gross profit margins will improve. Claims under the Company's self-funded
health and workers' compensation insurance plans, which had been unusually high
in fiscal 1998, returned to normal levels during the first quarter of fiscal
1999. However, management increased its reserves against future claims in these
two areas during the first quarter of fiscal 1999, so no cost savings were
reported for the quarter. If claim trends remain at expected levels throughout
the remainder of the fiscal year, cost savings will be reflected in future
quarters. Finally, improved profit margin and sales volume in the Away-From-Home
sector offset volume and profit declines in the Company's Business Imaging
sector.



                                        9

<PAGE>   10

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

OPERATING EXPENSES:

Operating expenses increased $336,000 or 18% to $2.2 million. The additive
impact of Foremost accounted for $122,000 of the increase. The remainder of the
increase is due to higher sales compensation as well as costs for Tufco
personnel to attend an Away-From-Home trade show in November of the current
fiscal year. The increased sales compensation relates to commissions paid to
independent sales agents who sell the Company's paint sundry products.

OPERATING INCOME:

Operating income declined $32,000 or 4%, to $729,000 for the quarter ended
December 31, 1998 compared to the same period a year ago, due primarily to the
higher sales costs. Reduced operating profit in the Business Imaging sector was
offset by increases in the Paint Sundries and Away-From-Home sectors.

INTEREST EXPENSE:

Interest expense increased $34,000 or 15% to $257,000 due to interest incurred
to finance the acquisition of Foremost. Adjusted for this fact, interest expense
actually declined by approximately $50,000.

NET INCOME AND EARNINGS PER SHARE:

Net income increased $137,000 or 41% due primarily to the gain realized on the
sale of certain equipment at the Company's Green Bay facility, which had
remained idle for several years. Tufco sold the equipment in November of fiscal
1999, recognizing a gain of $306,000. Adjusted for this fact, net income
declined $46,000 due to higher selling costs and higher interest costs. Earnings
per share increased to $0.11 (basic and diluted) compared to prior year (basic
-$0.08; diluted $0.07).

LIQUIDITY AND CAPITAL RESOURCES:

For the quarter ended December 31, 1998, the Company generated $1.3 million from
operating activities. The principal source of cash for the first quarter of
fiscal 1999 was the collection of accounts receivable since the end of the prior
fiscal year.

Net cash used in investing activities was $0.4 million for the quarter ended
December 31, 1998, resulting from the purchase of production equipment.

Net Cash used in financing activities was $0.9 million for the first quarter of
fiscal 1998. The Company repaid debt using proceeds from operations.

The Company's management is currently contemplating the purchase of production
equipment valued at $4.1 million. The equipment would be used to support growth
in the Company's Contract Converting sector which would result in a 200%
increase in printing volume in the Company's Green Bay facility. The Company's
Board of Directors will consider the financial justification for the asset
purchase at its meeting scheduled for March 16, 1999. Aside from this specific
purchase, the Company's management believes that cash flow from operations will
be sufficient to fund its capital needs for fiscal 1999 and does not anticipate
any significant increase in borrowings during the year.

As of February 10, 1999, the Company had approximately $4.0 million available
under its revolving credit line.

                                       10

<PAGE>   11


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

LIQUIDITY AND CAPITAL RESOURCES CONTINUED:

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.

YEAR 2000 SYSTEM ISSUES:

Many existing computer programs use only two digits to identify a year in the
date field, and if not corrected, many computer applications could fail or
create erroneous results by or at the year 2000. Left uncorrected, year 2000
systems issues could have a material negative impact on the Company's operations
and its profitability.

In response to ongoing business needs, Tufco has begun implementing a new
Enterprise Resource Planning system, and the year 2000 issue was one of the
design pre-requisites for this new system. As of September 30, 1998, the Company
has spent $1.6 million for hardware, software and consulting services related to
the project, and management estimates it will spend an additional $0.2 million
for completion of the conversion to the new system which began in fiscal 1998
and is scheduled to be completed in fiscal 1999. While the Company has taken
every precaution to ensure that the new information system will operate properly
in the year 2000, management has relied on assurances and warranties by its
hardware and software vendors. The Company will continue to test its new systems
for year 2000 compliance throughout the implementation process. The Company is
in the process of evaluating the possible negative impact on the Company of year
2000 issues relating to its significant vendors and customers, and management
anticipates completing that analysis by March 1999. The Company is also nearing
completion on its analysis of the potential impact of embedded date sensitive
programs included in any software used to operate its production equipment.
While management has not uncovered any specific instances where year 2000 issues
have not been addressed, the Company cannot rule out the possibility of
difficulties arising from year 2000 issues.

FORWARD LOOKING STATEMENTS:

Management's discussion of the Company's 1999 quarterly periods in comparison to
1998, 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

(a)      EXHIBITS.

10.1 First Amendment to the Credit Agreement dated December 18, 1998.

(b)               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:     February 12, 1998    /s/ Louis LeCalsey, III
                               ------------------------------------
                               Louis LeCalsey, III
                               Chief Executive Officer





Date:     February 12, 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                     DESCRIPTION
-------                    -----------
<S>                        <C>
  10.1                     First Amendment to Credit Agreement

  27                       Financial Data Schedule
</TABLE>