<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    Form 10-K

       Annual Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 For the fiscal year ended September 30, 1997.
                       Commission file number 0-21018.

                            TUFCO TECHNOLOGIES, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

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

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

                                 (972) 789-1079
                                ----------------
                         (Registrant's telephone number)

        Securities registered pursuant to Section 12(b) of the Act: None
                                                                   ------

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $0.01 per share
                    -----------------------------------------
                                (Title of Class)

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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [XX]

The aggregate market value of the Common Stock of Tufco Technologies, Inc. held
by non-affiliates, as of December 22, 1997, was approximately $14,244,560. Such
aggregate market value was computed by reference to the closing price of the
Common Stock as reported on the NASDAQ National Market on December 22, 1997. For
purposes of making this calculation only, the registrant has defined affiliates
as including all directors and beneficial owners of more than ten percent of the
Common Stock of the Company. The number of shares of the registrant's Common
Stock outstanding as of December 22, 1997 was 3,709,495. The number of shares of
the registrant's Non-Voting Common Stock outstanding at December 22, 1997 was
709,870.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement for its Annual Meeting
of Stockholders to be held in 1998 are incorporated by reference into Part III
of this report.




                                      -1-
<PAGE>   2


                                     PART I
ITEM 1 - BUSINESS

GENERAL

     Tufco Technologies, Inc. ("Tufco" or the "Company") manufactures and
distributes business imaging paper products and tissues, towels and wipes for
public use facilities, provides diversified custom converting and specialty
printing services, and distributes paint sundry products used in home
improvement projects. Since 1992 and until its restructuring on February 7,
1997, the Company operated as three wholly owned subsidiaries, Tufco Industries,
Inc., Executive Converting Corporation ("ECC") and Hamco Industries, Inc. On
January 28, 1994, the Company completed an initial public offering in which the
Company issued and sold 900,000 shares of its Common Stock, par value $.01 per
share ("Common Stock"), and certain stockholders of the Company sold 50,000
shares of Common Stock. Contemporaneously with the closing of the Company's
public offering, the Company acquired, through ECC, substantially all of the
assets of Executive Roll Manufacturing, Inc., d/b/a Executive Converting
Corporation for $7.5 million and 127,778 shares of Common Stock. On August 23,
1995, the Company acquired, through Hamco Industries, Inc., substantially all of
the assets of Hamco, Inc. for approximately $12.9 million in cash. On February
7, 1997, the Company reorganized its corporate structure to better serve its
business needs. Through this restructuring, the net assets of Tufco Industries, 
Inc., Executive Converting Corporation and Hamco Industries, Inc. were 
transferred to Tufco, L.P., a Nevada limited partnership, in which Tufco Tech, 
Inc., wholly owned by the Company, is the sole managing general partner.

     Tufco manufactures a wide range of printed and unprinted business imaging
paper products for a variety of business needs and offers a wide array of custom
converting services for industrial uses including thermal laminating, precision
slitting and rewinding, folding, precision sheeting and packaging for delivery
to the end user. Its specialty printing services provide wide web, multi-color
flexographic and letterpress printing and adhesive laminations to industrial
users and resale distributors. Tufco also manufactures a complete line of
tissues, towels and wipes which are sold through its Away-From-Home sector, and
the Company's Paint Sundries sector manufactures and distributes products used
by professional painters and do-it-yourself home owners.

     The Company was incorporated in the state of Delaware in 1992 to acquire
Tufco Industries, Inc. Although the Company was organized in 1992, the business
conducted by Tufco Industries, Inc. has been in continuous operation since 1974.
The Company has become a leading manufacturer of value-added custom paper
products and specialty printing services, and it has the most complete line of
paint sundry products in the industry. The Company's principal executive offices
are located at 4800 Simonton Road, Dallas, Texas 75244, and its telephone number
is (972) 789-1079.

     Subsequent to the Company's fiscal year end, Tufco purchased all of the
outstanding stock of Foremost Manufacturing, Inc., a St. Louis based
manufacturer and distributor of paint sundries. The acquisition was completed on
November 13, and the specifics of the transaction were detailed in the Company's
8K filed on November 26, 1997.

PRODUCTS AND SERVICES

     The Company markets its products and services through four market sectors:
Business Imaging paper products, Custom Converting services, Away-From-Home
products, and Paint Sundry products. Tufco conducts operations from five
manufacturing and distribution locations in Green Bay, Wisconsin; Manning, South
Carolina; Dallas, Texas; Newton, North Carolina and St. Louis, Missouri.

   Business Imaging Market Sector

     The Company produces and distributes a wide variety of printed and
unprinted paper products used in business imaging equipment in market sectors
including architectural and engineering design, high speed data processing,
point of sale, automatic teller machines and a variety of office equipment. The
Company's products include roll products ranging in length from 150 feet to 3500
feet and in widths from 1 inch to 54 inches. Additionally, the Company produces
precision-sheeted products ranging in size from 11 by 17 inches to 65 by 65
inches. The Company's products are available in a wide range of paper grades
including a variety of weights of bond paper, thermal imaging papers, fine
vellums and films and multi-part forms.



                                      -2-
<PAGE>   3

   Custom Converting Market Sector

     Tufco Technologies has custom converting capability at three locations:
Green Bay, Wisconsin; Dallas, Texas; and Newton, North Carolina.

     The Company's converting capabilities at its Green Bay facilities include
thermal and adhesive laminating, slitting, rewinding, cutting, and folding.
These facilities custom convert a wide array of materials, including
polyethylene films, non-woven materials, paper, and tissue and toweling for the
industrial converting market. Products include operating room towels, reinforced
towels (towels with a polyethylene or polypropylene mesh to provide strength and
durability), industrial wipes, medical drapes, feminine hygiene components,
specialty roll and large roll tissue and toweling products, polyethylene and
paper dropcloths, car wash and golf towels, and window insulation products. The
Company's winders can convert rolls of material up to 132 inches wide and slit
widths as narrow as 3 inches. The Company has also invested in equipment to
perform thermal lamination to bond various material substrates up to 120 inches
wide, such as multi-ply dropcloths, reinforced material and breathable moisture
barrier wraps. Machinery and equipment at the Green Bay facility have the
capability, developed by the Company's in-house engineers and technical
personnel, to combine or modify various substrates through the use of precise
temperature and pressure control.

     The Company's Green Bay facility offers value-added specialty printing and
related graphic arts services, including pre-press work, sheeting, calendering,
printing, finishing, and thermal and adhesive laminating. The Company provides
multi-color printing that uses computerized control to maintain a high level of
print quality. The Company focuses on specialty printing projects such as paper
tablecovers, food and gift-wraps, feminine hygiene components, printed release
liners, and novelty and holiday bathroom tissue.

     Green Bay's pre-press staff prepares projects for printing to customer
specifications. The Company uses the customer's preliminary artwork and arranges
or performs all preparatory processes for camera ready art, plate making,
layout, plate mounting, and other related services.

     The Green Bay presses use flexographic and letterpress processes and can
print on a wide range of media from lightweight tissue or non-wovens to
heavyweight paperboard. The Company utilizes five wide-web presses of various
sizes, three of which are capable of six-color printing. The Company uses
water-based and oil-based inks. The presses can accommodate widths up to 82
inches for one-sided printing and are capable of simultaneous two-sided printing
for widths up to 51 inches. The Company also uses a web press system that
includes in-line operations to produce thermal and adhesive composite lamination
or to apply specialty coatings. The presses have a variety of print cylinders
that provide the Company with the flexibility to meet customer needs, utilizing
lower cost rubber printing plates that allow the Company to maintain quality and
achieve a competitive pricing advantage for low volume jobs relative to printers
using engraved printing cylinders.

     The Company's Dallas facility has converting capabilities that include
precision slitting, rewinding, sheeting, specialty packaging, folding,
perforating, and trimming. These capabilities are directed toward converting
fine paper materials including specialty and fine printing papers and
paperboards, thermal papers, polyester films, and coated products.

     The Dallas facility's custom converting services include final packaging of
products, including items on which the Company has performed other converting or
specialty printing services. Packaging capabilities include high quality bulk
skid wrapping, vacuum-sealed carton packed sheets, poly-paper and poly-film
wrapping, and shrink-film packaging. The flexibility of the equipment at the
Dallas facility and the packaging alternatives that the Company can provide its
customers produce finished products that meet and exceed a varied range of
customer specifications and requirements. The Company's Dallas custom converting
services have grown due to the addition of a state-of-the-art Jagenberg sheeter
with specialty paper and paperboard sheeting capabilities and the investment in
a custom designed rewinder for thermal papers and films.

     The Company's Newton facility has converting capabilities which include
precision slitting and rewinding of paper rolls in a large variety of sizes
which include variables in width, diameter, core size, single or multi-ply, and
occasionally color. All of the rolls can be printed on one side or both,
providing the customer with advertising, promotional or security features.




                                      -3-
<PAGE>   4

   Custom Converting Market Sector (continued)

     The Company's Newton facility also produces a full range of papers for use
in bank proof or teller machines, including fan-fold forms, cards and printed
rolls of various sizes and types. Additionally, the Company produces an
extensive selection of standard and customized guest checks for use in the
restaurant industry, and the Company's Newton facility owns equipment which
enables the Company to produce a wide variety of multi-part business forms.

   Away-From-Home Market Sector

     The Company's Away-From-Home market sector manufactures and distributes a
complete line of tissues, towels and wipes used in washrooms and workstations in
public facilities such as hotels, offices, restaurants, stadiums, manufacturing
plants and home improvement centers. The Company does not intend to compete
against the large national integrated paper companies. Instead, Tufco's strategy
is to provide regional distributors with a high quality, reasonably priced line
of products which can be sold to small local or regional customers who are
currently serviced by regional converters. Because of its investment in winding
and folding assets, the Company believes it is the only converter which can
offer a complete array of away-from-home products to these customers, and by
taking advantage of its greater national distribution capabilities, Tufco can
offer improved levels of service and responsiveness.

    Paint Sundry Market Sector

     The Company's Manning and St. Louis facilities manufacture and distribute
home improvement products that are sold to paint and hardware distributors, home
centers, and retail paint stores. To provide its customers with the industry's
most complete line of paint sundry products, the Company supplements the
products it manufactures by distributing products manufactured for the Company
by others. Consumer disposable products include polyethylene, paper and canvas
dropcloths, latex and vinyl gloves, paint strainers, and other allied items.
These products are often used by homeowners performing do-it-yourself home
improvement projects, contractors and painting professionals. The Company also
sells a line of masking paper products for the automotive aftermarket. The
Company has increased sales of consumer disposables by continually broadening
and improving its product line, thereby allowing customers to consolidate their
orders with a single vendor. In addition, the Company has attracted large buying
groups through various volume incentives. To further increase sales, the Company
developed a proprietary point of sale display, the "TUFPRO Paint Management
System" that places in one location all of the necessary supplies (other than
paint and brushes) for a typical home painting project.

MANUFACTURING AND OPERATIONS

     In producing and distributing its line of Business Imaging Products, the
Company works closely with various Original Equipment Manufacturers (OEMs) to
develop products which meet or exceed the requirements of the imaging equipment.
The Company then produces and stocks a full line of paper products to meet the
needs of the users of the imaging equipment. With regard to its Custom
Converting operations, the Company either utilizes product specifications
provided by its customers or teams with its customers to develop specifications
which meet customer requirements. Generally, the product begins with a flexible
substrate, which is a base material such as a non-woven material, paper, or
polyethylene. The Company applies one or more of its custom converting or
specialty printing services that it has developed over a period of years through
its distinctive technical knowledge to add value to these materials.

     The Company's growth has been supported by its substantial capital
investment in new facilities and machinery and equipment. During the past four
years, the Company spent over $8 million on capital expenditures at its four
locations and approximately $21 million to acquire the assets of ECC and Hamco.
The Company has added two Perini winders, a Jagenberg sheeter, an Elsner folder,
an Elsner rewinder and various printing equipment. Included in this total, the
Company has spent over $2 million to enhance the capabilities of its state of
the art thermal laminator. Through the Company's expenditures on new equipment,
it has increased both its manufacturing capacity and the range of its
capabilities. The Company believes it has sufficient capacity to meet its growth
expectations.



                                      -4-
<PAGE>   5

Manufacturing and Operations (continued)

     The Company's equipment can produce a wide range of sizes of production
output to meet unique customer specifications. The custom converting equipment
can accommodate web widths from 3 inches to 132 inches. Its folding equipment
can fold from 6 inches to 120 inches by 240 inches, in one-inch increments. The
Company's printing presses perform flexographic and letterpress processes and
print from one to six colors on webs as wide as 82 inches. Its fine printing
paper and paperboard converting equipment includes state-of-the-art rewinders,
sheeters, folders, perforators, and equipment that performs extensive packaging
functions.

SALES AND MARKETING

     Tufco Technologies markets its products and services nationally through its
31 full-time sales and service employees and 114 manufacturer's representatives
and distributors. The Company's sales and service personnel are compensated on a
base salary plus incentive bonus. The Company generally utilizes referrals and
its industry reputation and presence to attract customers, and advertises on a
limited basis in industry periodicals and shelter media and through cooperative
advertising arrangements with its consumer disposables and fine paper converting
services and products suppliers and customers.

     Customers generally purchase the Company's goods and services under
project-specific purchase orders rather than long-term contracts; however, long
term contracts are customary when the Company is required to purchase special
machinery or materials to complete an order. The Company's sales volume by
quarter is subject to a limited amount of seasonal fluctuation. Generally,
Tufco's sales volume and operating income are at their lowest levels in the
first and second fiscal quarters and are generally higher in the third and
fourth fiscal quarters.

     The customer base consists of approximately 1,000 companies, including
large integrated paper companies, dealers and distributors of business imaging
papers and away-from-home tissues and towels, and resellers of paint sundry
products. There were no customers accounting for more than 10% of consolidated
sales in fiscal 1997. Sales are generally made on a credit basis within limits
set by the Company's executive management. The Company generally requires
payment to be made within 30 days following shipment of goods.

COMPETITION

     The Company believes the primary areas of competition for its goods and
services are price, quality, production capacity and capability, capacity for
prompt and consistent delivery, service, and continuing relationships. The
Company believes that its key competitive advantages are product quality, quick
response, rapid equipment set-up and turnaround time, long-standing customer
relationships, broad customer base, highly engineered machinery and processes,
production diversity and capacity, continuity of management, and experienced
personnel. Management believes that there is no single competitor that offers
the breadth and variety of products and services offered by the Company. In
addition, customers benefit from the Company's ability to perform its multiple
services and distribute from its national asset base, which reduces freight
costs and increases product and service reliability through use of single source
supplier on a national basis.

     Competitors for the Company's products and services vary based upon the
products and services offered. In Business Imaging Products, Tufco competes with
small regional suppliers and a few large national firms. Based on management's
assessment of the market, no single firm offers the breadth of products offered
by Tufco on a national basis. In the Company's industrial custom converting
services, the Company believes that relatively few competitors offer a wider
range of services or can provide them from a single source. With respect to the
Company's specialty printing services and fine paper converting products, the
competition consists primarily of numerous small regional companies. Management
believes that the Company's capabilities in custom converting and specialty
printing give it the flexibility, diversity, and capacity to compete effectively
on a national basis with large companies and locally with smaller regional
companies. The Company does not believe foreign competition is significant at
this time in the custom converting and specialty printing lines. There is strong
domestic competition and a modest amount of foreign competition in the
manufacturing of Away-From-Home and paint sundry products.




                                      -5-
<PAGE>   6

Competition (continued)


     Although the Company does not engage in a significant amount of direct
competition with large integrated paper companies that are its customers,
management believes that there are inherent business risks in the expansion of
sales to these customers, given their significant in-house production
capabilities. The Company typically serves as a product development accelerator
to these customers because as sales of specific converting services to these
customers have grown, the customer may discontinue purchases from the Company
and move production in-house due to the economies of scale having been attained.
The Company believes that it is able to evaluate and anticipate adequately the
timing of such changes. Moreover, the Company's strategy has been to emphasize
the development of its product market sectors (Business Imaging, Away-From-Home
and Paint Sundry) and to establish longer term contractual relationships in its
Custom Converting sector in order to reduce the future exposure to sudden
revenue loss due to the development of customers' in-house production capacity.

PRODUCT DEVELOPMENT AND QUALITY CONTROL

     The Company works with its customers to develop new products and
applications. The Company believes that a key factor in its success has been its
willingness and distinctive technical competency to help customers experiment
with various flexible substrates to develop materials with different attributes
such as strength, flexibility, absorbency, breathability, moisture-resistance,
and appearance. As a result, the Company's capabilities enable it to develop
certain laminated substrates at lower costs than if the customers developed
these products themselves. For example, a customer may request certain physical
tests during trial runs that are performed by the Company's quality control
personnel, often with the customer on site. Customers are charged for machine
time use, materials, and operator time in the new product development process.
After completing the development process, the Company prices a new product or
service and designs an ongoing program that provides information to the customer
such as quality checks, inventory reports, materials data, and production
reports.

     The Company maintains a quality control laboratory that constantly monitors
its production using statistical process controls (SPC) to observe and measure
quality effectiveness of its production processes, such as temperature, speed,
tension, and pressure. The Company's rigid standards and use of SPC have allowed
it to qualify for the GMP (Good Manufacturing Practices) designation from
several customers, a quality control standard that these companies require
before they will use a company for outsourcing. In addition, several of the
Company's customers perform periodic audits at the Company's Green Bay facility
to ensure that adequate quality control practices are in place at all times. The
Company's Dallas quality control laboratory is part of a collaborative of 33
laboratories sponsored by a large original equipment manufacturer that utilizes
the Dallas facility for its production. The collaborative is utilized by that
company to help set quality standards and ensure that its suppliers, like the
Dallas facility, have in places the process reviews and controls necessary to
ensure that quality products are being manufactured consistently.

RAW MATERIALS AND SUPPLIERS

     The Company is not dependent on any particular supplier or group of
affiliated suppliers for raw materials or for equipment needs. The Company feels
it has excellent relationships with its primary suppliers, and the Company has
not experienced difficulties in obtaining raw materials in the past. The
Company's raw materials fall into four general groups: various paper stocks,
inks for specialty printing, non-woven materials, and polyethylene films. There
are numerous suppliers of all of these materials. To ensure quality control and
consistency of its raw material supply, the Company's Dallas and Newton
facilities receive fine paper stock primarily from two major paper companies
instead of a greater number of companies.

     The Company's primary raw material, base paper, is subject to periodic
price fluctuations. In the past, the Company has been successful in passing most
of the price increases on to its customers, but management cannot guarantee that
the Company will be able to do this in the future.





                                      -6-
<PAGE>   7


ENVIRONMENTAL MATTERS

     The Company is subject to federal, state, and local environmental laws and
regulations concerning emissions into the air, discharges into waterways, and
the generation, handling, and disposal of waste materials. These laws and
regulations are constantly evolving, and it is impossible to predict accurately
the effect they may have upon the capital expenditures, earnings, and
competitive position of the Company in the future. The Company believes that it
complies with these laws and regulations in all material respects. The Company
does not maintain environmental impairment insurance.

     The Company's past expenditures relating to environmental compliance have
not had a material effect on the Company, nor does the Company expect that such
expenditures relating to the Company's recently completed addition to its
manufacturing facility will be material. Further growth in the Company's
production capacity with a resultant increase in discharges and emissions may
require capital expenditures for environmental control facilities in the future.
The Company does not expect such expenditures to be material. No assurance can
be given that future changes to environmental laws or their application will not
have a material adverse effect on the Company's business or results of
operations.

EMPLOYEES

     At September 30, 1997, the Company had approximately 413 employees, of whom
150 were employed at its Green Bay facility, 85 at its Manning facility, 78 at
its Dallas facility, and 100 at its Newton facility. The Company has a non-union
workforce and believes that its relationship with its employees is good.

ITEM 2 - PROPERTIES

     The Company's main production and distribution facilities for industrial
converting, specialty printing, and away-from-home products manufacturing are
located in Green Bay, Wisconsin. The 188,000 square foot facility (of which
approximately 10,000 square feet are used for offices) was built in stages from
1980 to 1996 and is owned by the Company. The Company has approximately seven
additional acres on which to expand in the future.

     The Company leases 44,000 square feet of space in a facility contiguous to
its Green Bay, Wisconsin, facility, which is currently used for certain
warehouse, distribution, and packaging operations. This facility is leased from
a partnership of whom Samuel Bero and Patrick Garland, both directors of the
Company, are two of several partners. The lease for this facility expires March,
2003. The Company has an option to renew this lease for an additional three
years.

     The Company's corporate headquarters are located in facilities which it
leases in Dallas, Texas, in the same building in which the Company produces and
distributes business imaging products and provides custom converting of various
fine paper and board grade papers. The lease for the 173,000 square foot
facility expires in February, 2003.

     The Company owns a 120,000 square foot facility in Newton, North Carolina,
used in the production and distribution of business imaging products and in the
printing of custom forms.

     In June 1996, the Company leased for five years and in October of 1996
occupied a new 62,000 square foot facility in Clarendon County, South Carolina,
which was designed and constructed to house the production and distribution
operations for the Company's paint sundry business. The Company has guaranteed
to the lessor that, if the lease is not renewed, the residual market value of
the building which was constructed at a cost of $1.5 million, will be at least
$0.9 million. Management expects the building value will be at least $0.9
million; however, the Company cannot provide assurances as to the impact of
future economic factors influencing the future value of the building. The
Company also owns a 42,000 square foot facility in Manning, South Carolina that
it is using for storage of bulk raw materials as well as the manufacturing of
some away-from-home products.





                                      -7-
<PAGE>   8


ITEM 2 - PROPERTIES (CONTINUED)

     The Company believes that all of its facilities are in good condition and
suited for their present purpose. The Company believes that the property and
equipment currently used and planned for acquisition is sufficient for its
current and anticipated short-term needs, but that the expansion of the
Company's business or the offering of new services could require the Company to
obtain additional equipment or facilities.

ITEM 3 - LEGAL PROCEEDINGS

     The Company is involved in various legal proceedings in the ordinary course
of its business, which are not anticipated to have a material adverse effect on
the Company's results of operations or financial condition.

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

     None.





                                      -8-
<PAGE>   9


                                     PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

     Since the Company's initial public offering on January 28, 1994 at $9.00
per share, the Common Stock of Tufco has been traded on the NASDAQ National
Market under the trading symbol "TFCO." The following table sets forth the range
of high and low closing prices for the Common Stock, as reported on the NASDAQ
National Market for the periods indicated:

<TABLE>
<CAPTION>
                                                          High       Low      Close
                                                          ----       ---      -----
<S>                                                    <C>        <C>       <C>
Fiscal 1994:
                  Quarter ended March 31, 1994         $    9.56  $   7.50  $    7.50

                  Quarter ended June 30, 1994          $    8.25  $   6.50  $    7.00

                  Quarter ended September 30, 1994     $    7.25  $   3.00  $    6.00
Fiscal 1995:
                  Quarter ended December 31, 1994      $    7.25  $   5.00  $    6.50

                  Quarter ended March 31, 1995         $    6.50  $   4.25  $    4.75

                  Quarter ended June 30, 1995          $    5.50  $   4.00  $    5.50

                  Quarter ended September 30, 1995     $    5.50  $   4.13  $    4.75
Fiscal 1996:
                  Quarter ended December 31, 1995      $    8.25  $   4.50  $    7.00

                  Quarter ended March 31, 1996         $    8.00  $   6.25  $    7.25

                  Quarter ended June 30, 1996          $    7.25  $   5.25  $    6.75

                  Quarter ended September 30, 1996     $    7.25  $   6.00  $    6.25
Fiscal 1997:
                  Quarter ended December 31, 1996      $    8.25  $   6.25  $    7.25

                  Quarter ended March 31, 1997         $    7.63  $   6.00  $    6.88

                  Quarter ended June 30, 1997          $    7.50  $   5.75  $    6.38

                  Quarter ended September 30, 1997     $   10.75  $   6.00  $   10.38

</TABLE>


     As of December 22, 1997, there were approximately 164 holders of record of
the Common Stock. On December 22, 1997, the last reported sale price of the
Common Stock as reported on the NASDAQ National Market was $11.00 per share.

     The Company has never paid dividends on its Common Stock. All notes except
the Industrial Development Revenue Bonds are supported by loan agreements which
contain certain restrictive covenants, including requirements to maintain
certain levels of cash flow and restriction on the payment of dividends. The
Company does not intend to pay any cash dividends in the foreseeable future.



                                      -9-
<PAGE>   10



ITEM 6 - SELECTED CONSOLIDATED FINANCIAL DATA (IN THOUSANDS, EXCEPT 
         PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                     Years Ended September 30,
                                                  ----------------------------------------------------------------
                                                    1997          1996         1995(1)       1994(2)        1993
                                                  --------      --------      --------      --------      --------
<S>                                               <C>           <C>           <C>           <C>           <C>
STATEMENT OF OPERATIONS DATA:
  Net sales .................................     $ 65,750      $ 68,374      $ 47,987      $ 36,204      $ 24,878
  Cost of sales .............................       53,835        56,042        39,796        29,724        20,439
                                                  --------      --------      --------      --------      --------

  Gross profit ..............................       11,915        12,332         8,191         6,480         4,439
  Selling, general, and
   administrative expenses ..................        6,396         6,753         4,906         3,797         2,332
  Amortization and other post-
   acquisition expenses .....................          706           724           437           454           301
                                                  --------      --------      --------      --------      --------

  Operating income ..........................        4,813         4,855         2,848         2,229         1,806
  Interest expense, net .....................         (849)       (1,093)         (885)         (575)         (392)
  Miscellaneous income ......................          327             5            46            64            57
                                                  --------      --------      --------      --------      --------

  Income before income taxes ................        4,291         3,767         2,009         1,718         1,471
  Income tax expense ........................        1,638         1,507           808           690           695
                                                  --------      --------      --------      --------      --------

  Net income ................................     $  2,653      $  2,260      $  1,201      $  1,028      $    776
                                                  ========      ========      ========      ========      ========

  Earnings per share ........................     $    .60      $    .51      $    .37      $    .37      $    .37

  Weighted average common and
  common  equivalent  shares
  outstanding ...............................        4,448         4,438         3,248         2,790         2,103

OTHER DATA:
  Depreciation and
   amortization (3) .........................     $  2,363      $  2,279      $  1,647      $  1,337      $  1,033

  Capital expenditures ......................        3,234         2,371         1,280         1,386           863



BALANCE SHEET DATA: (AT SEPTEMBER 30)
  Working capital ...........................     $ 10,225      $ 10,553      $ 13,914      $  6,577      $  3,711
  Total assets ..............................       49,045        50,038        51,060        34,004        20,976
  Long-term debt ............................       10,498        13,350        18,897        10,369         6,922
  Stockholders' equity ......................       31,368        28,719        26,445        19,164        10,207

</TABLE>

---------

                                    FOOTNOTES


     (1)  The results of operations of Hamco, Inc. are included since
          acquisition in August 1995.

     (2)  The results of operations of ECC are included since acquisition in
          January 1994.

     (3)  Depreciation and amortization include amortization of goodwill and
          organizational expenses.







                                      -10-
<PAGE>   11


ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

FORWARD LOOKING STATEMENTS

     Management's discussion of the Company's 1997 year in comparison to 1996,
contains forward-looking statements regarding current expectations, risks and
uncertainties for 1998 and beyond. The actual results could differ materially
from those discussed here. As well as those factors discussed in the section
entitled Business 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 selected
financial data for the periods presented may not be indicative of the Company's
future financial condition or results of operations.

GENERAL

     Tufco manufactures and distributes business imaging paper products,
tissues, towels wipes and paint sundry products, and performs custom converting
and specialty printing services. The Company's strategy is to manufacture and
distribute products in niche markets relying on close customer contact and high
levels of quality and service. The Company works closely with its custom
converting clients to develop products or perform services which meet or exceed
the customers' quality standards, and to then use the Company's operating
efficiencies and technical expertise to supplement or replace its customers' own
production and distribution functions.

     The Company's technical proficiencies include slitting and rewinding,
sheeting, multi-color printing, laminating, folding and packaging.

     In January 1994, the Company completed an initial public offering of its
stock and concurrently purchased substantially all of the assets of Executive
Converting Corporation (ECC). The Company issued 900,000 shares of its common
stock on the NASDAQ Market at $9.00 per share, resulting in net proceeds of $6.8
million. The total cost of the ECC acquisition was $8.7 million consisting of
$7.5 million in cash and 127,778 shares of the Companies common stock.

     In August 1995, the Company purchased substantially all of the assets of
Hamco Industries, Inc. for a total cost of $14.2 million funded by the issuance
of $1.2 million shares of the Company's common stock and additional bank
borrowings.

RESULTS OF OPERATIONS

     The following discussion relates to the financial statements of the Company
for the fiscal year ended September 30, 1997 (current year or fiscal 1997), in
comparison to the fiscal year ended September 30, 1996 (prior year or fiscal
1996), as well as the fiscal year ended September 30, 1995 (fiscal 1995).



                                      -11-
<PAGE>   12


RESULTS OF OPERATIONS (CONTINUED)

         The following table sets forth, for the years ended September 30 (i)
the percentage relationship of certain items from the Company's statements of
income to net sales and (ii) the year-to-year changes in these items:
<TABLE>
<CAPTION>
                                                          PERCENTAGE OF NET SALES        YEAR-TO-YEAR CHANGE
                                                         ---------------------------     -------------------
                                                                                          1996 TO   1995 TO 
                                                         1997       1996       1995       1997      1996    
                                                         -----      -----      -----      ----      ----    
<S>                                                      <C>        <C>        <C>          <C>      <C>    
Net sales ........................................       100.0%     100.0%     100.0%      -4%       42%    

Cost of sales ....................................        81.9       82.0       82.9       -4        41     
                                                         -----      -----      -----  
  Gross margin ...................................        18.1       18.0       17.1       -3        51     
                                                                                                            
Selling and administrative expenses ..............         9.7        9.9       10.2       -5        38     
Amortization and postacquisition expenses ........         1.1        1.1        0.9       -2        66     
                                                         -----      -----      -----      
  Operating income ...............................         7.3        7.1        5.9       -1        70     
                                                                                                            
Interest expense, net ............................        -1.3       -1.6       -1.8      -23        23     
Miscellaneous income .............................         0.5        0.0        0.1       --       -89     
                                                         -----      -----      -----      
  Income before income taxes .....................         6.5        5.5        4.2       14        88     
                                                         
Income tax expense ...............................         2.5        2.2        1.7        9        87     
                                                         -----      -----      -----                                 
  Net income .....................................         4.0%       3.3%       2.5%      17%       88%    
                                                         -----      -----      -----      
                                                         -----      -----      -----      
</TABLE>

     The components of net sales are summarized in the table below:

<TABLE>
<CAPTION>
                                                 1997                1996                1995
                                             --------------     --------------      -------------
                                                      % of               % of               % of
                                             Amount   Total     Amount   Total      Amount  Total
                                             ------   -----     ------   -----      ------  -----
                                                            (Dollars in millions)
<S>                                          <C>        <C>     <C>        <C>     <C>        <C>
Business imaging paper products              $  33.4    51%     $  34.9    51%     $  18.1    38%
Custom converting and specialty printing        20.2    30         22.4    33         20.6    43
Away-from-home products                          3.2     5          1.9     3
Paint sundry products                            9.0    14          9.2    13          9.3    19
                                             -------   ---      -------   ---      -------   --- 

Net sales                                    $  65.8   100%     $  68.4   100%     $  48.0   100%
                                             =======   ===      =======   ===      =======   === 

</TABLE>



                                      -12-
<PAGE>   13



FISCAL YEAR ENDED SEPTEMBER 30, 1997 COMPARED TO SEPTEMBER 30, 1996

     NET SALES for fiscal 1997 decreased $2.6 million, or 4%, primarily due to
lower custom converting revenue from the manufacturing of tissue and towel
products for large integrated paper companies. Historically, sales of the
Company's tissue and towel converting services have produced a large part of
the custom converting sector revenue, but in fiscal 1997, mergers involving
four of the Company's largest customers created excess internal production
capacity and reduced the need for those companies to out-source. As a result,
sales of custom converting services declined $2.2 million in fiscal 1997. In
addition to reduced custom converting revenue, reductions in the cost which
the Company pays for certain grades of paper used in its business imaging
sector were passed through to Tufco's customers in the form of lower selling
prices. The lower selling prices had the effect of reducing revenue in that
sector by 8% in fiscal 1997; however, unit sales volume of business imaging
products increased 4% resulting in a net revenue reduction of 4% from prior
year. Finally, sales in the Company's Away-From-Home sector (tissues, towels
and wipes sold for use in facilities outside of the home) increased in the
current year by $1.3 million (68%) over the prior year. Company management
believes that growth in the Away-From-Home product sector represents an
opportunity for the Company to replace the sales lost in the custom converting
of tissue and towel products.

     GROSS MARGIN increased to 18.1% in fiscal 1997 from 18.0% in fiscal 1996.
The reduction in sales of custom converting services had the effect of
reducing the fiscal 1997 gross margin at the Company's Green Bay operating
facility by $0.5 million from prior year. Additionally, the Company
established a $0.3 million inventory reserve for excess stock, which reduced
gross margin by 0.4 points, in fiscal 1997 primarily associated with certain
products in the paint sundries sector. These two factors were offset by
additional margin due to the portion of the lower paper cost retained by the
Company in the Business Imaging sector, and due to increased margin from the
Away-From-Home sector. Finally, during fiscal year 1996, approximately 36% of
the Company's inventory was valued using the last in first out (LIFO) method,
and sharp reductions in paper prices resulted in a reduction in the LIFO
reserve and a corresponding increase in gross profit of $0.5 million (0.7
points of margin) for that year. The Company has planned for a nominal
increase in paper prices in 1998, but management does not anticipate any
significant increase in this chief raw material.

     In the first quarter of fiscal 1997, the Company's management elected
to conform the valuation of all of the Company's inventories to the first in 
first out (FIFO) method which is used predominantly for its recently acquired
subsidiaries. The FIFO method, in management's opinion, is preferable to
facilitate inventory transfers and the integration of all locations, and to
minimize the effects of temporary paper price integration of all locations, and
to minimize the effects of temporary paper price fluctuations (which to date
have been offsetting). This change has no material effect on the results of
operations for fiscal 1997.

     SELLING AND ADMINISTRATIVE EXPENSES as a percentage of net sales, 
decreased to 9.7% in fiscal 1997 from 9.9% in fiscal 1996. Selling and 
administrative expenses decreased $0.4 million in fiscal 1997. In 1996, the
Company accrued approximately $0.6 million in post employment costs associated
with the resignation of its Chief Executive Officer and other management.
After adjustment for this factor, selling and administrative costs increased
$0.2 million (3%) from comparable operations for the prior fiscal year. The
increase was the result of additional sales personnel in the Away-From-Home
sector.

     GOODWILL AMORTIZATION AND POST-ACQUISITION EXPENSES did not change
materially from the prior year.

     NET INTEREST EXPENSE decreased by $0.3 million to $0.8 million in fiscal
1997 from $1.1 million in fiscal 1996. The Company worked with its primary
lender to revise its outstanding debt and its cash management in the second
quarter of fiscal 1996. The debt revisions resulted in reducing the weighted
average interest rate which the Company pays on its debt, the benefit of which
was realized for the full year of fiscal 1997. The fiscal 1996 restructuring of
cash management along with improved cash flow from operations in fiscal 1997
allowed the Company to lower its total borrowings under its working capital 
line of credit during the current year.

     MISCELLANEOUS INCOME increased by $0.3 million in fiscal 1997 due to a 
gain on the sale of converting assets ($0.1 million) and to a favorable 
settlement of litigation ($0.2 million).



                                      -13-
<PAGE>   14

FISCAL YEAR ENDED SEPTEMBER 30, 1997 COMPARED TO SEPTEMBER 30, 1996 (CONTINUED)

     INCOME TAXES were 38% of pretax earnings for fiscal 1997 compared to 40%
for the prior year. In the second quarter of fiscal 1997, the Company
reorganized its corporate structure to better serve its business needs. As a
result of this reorganization, the Company's effective tax rate for the current
year was reduced to 38% due to reductions in income based state tax expense.
While current state tax laws support this form of corporate structure, Company
management cannot be assured that these laws will not change in the future.

     EARNINGS PER SHARE were 60 cents in fiscal 1997 compared to 51 cents for
fiscal 1996. The establishment of the reserve for inventory overstock had the
effect of reducing earnings per share by 4 cents in the current year.

FISCAL YEAR ENDED SEPTEMBER 30, 1996 COMPARED TO SEPTEMBER 30, 1995

     NET SALES for the fiscal 1996 increased $20.4 million, or 42%, primarily
due to the $17.8 million additive impact of Hamco Industries, Inc. Hamco which
was acquired on August 23, 1995, produces and distributes business imaging
products. After adjustment for the impact of Hamco, the Company's revenue
increased 5.4% ($2.6 million) in fiscal 1996. The Company lowered the prices it
charges its customers for certain paper products by 7% to 9% during the second,
third and fourth quarters of 1996 in response to sharp reductions in the costs
of various base paper grades. This reduction in unit price resulted in a
reduction in total annual revenue of approximately $0.9 million (1.8%) on
comparable unit volumes.

     GROSS MARGIN increased to 18.0% in fiscal 1996 from 17.1% in fiscal 1995,
primarily due to a combination of two factors. A decrease in the cost of base
paper resulted in an increase in gross margin of 0.2 points due to the portion
of the cost decrease which the Company was able to retain. Additionally,
approximately 36% of the Company's inventory is valued using the Last In First
Out (LIFO) method, and the sharp reduction in paper prices resulted in a
reduction in the LIFO reserve and a corresponding increase in gross profit of
$0.5 million (0.7 points of margin), of which $0.3 million was recorded in the
fourth quarter of fiscal 1996.

     SELLING AND ADMINISTRATIVE EXPENSES as a percentage of net sales, decreased
to 9.9% in fiscal 1996 from 10.2% in fiscal 1995. Selling and administrative
expenses increased $1.9 million in fiscal 1996 due to the inclusion of Hamco's
selling and administrative expenses. Also, the Company accrued approximately
$0.6 million in post employment costs associated with the resignation of its
Chief Executive Officer and other management personnel in September 1996. After
adjustment for these two factors, selling and administrative costs decreased
$0.8 million from comparable operations for the prior fiscal year. The decrease
was the result of lower payroll and travel costs in 1996 due to sales and
management positions which were either vacant for a portion of the year or
eliminated as a result of organizational restructuring.

     GOODWILL AMORTIZATION AND POST-ACQUISITION EXPENSES increased to $0.7
million in fiscal 1996 due to the Hamco acquisition and consulting fees
resulting from a consulting agreement between the Company and Bradford Ventures,
Ltd. (BVP). In fiscal 1995, a portion of the management fees paid to BVP were
capitalized as a result of the Hamco acquisition, such was not the case in 1996
as all fees paid to BVP were expensed.

     NET INTEREST EXPENSE increased by $0.2 million to $1.1 million in fiscal
1996 from $0.9 million in fiscal 1995. The increase was due to the fact that
interest costs were incurred as a result of the Hamco acquisition. The
acquisition of Hamco resulted in a net increase in total debt of $5 million at
fiscal year end 1995. However, the Company worked with its primary lender to
revise all of its outstanding debt and its cash management in the second quarter
of fiscal 1996. The effect of the revision was a reduction of one (1) full point
in the weighted average interest rate which the Company pays on its debt.
Additionally, the restructuring of cash management along with strong cash flow
from operations allowed the Company to lower its total borrowings under its
working capital line of credit. The combination of these factors allowed the
Company to significantly mitigate the impact of the additional long-term debt
incurred as a result of the Hamco acquisition and resulted in an increase in
interest expense of only 24%in fiscal 1996 versus fiscal 1995.

     INCOME TAXES were 40% of pretax earnings for fiscal 1996 and for the prior
year.

     EARNINGS PER SHARE were 51 cents in fiscal 1996 compared to 37 cents for
fiscal 1995 and 43 cents for the pro forma fiscal 1995 results (see Note 2 in
Notes to Consolidated Financial Statements).



                                      -14-
<PAGE>   15

SELECTED QUARTERLY FINANCIAL DATA

     The following table sets forth selected quarterly financial information.
This information is derived from unaudited consolidated financial statements of
the Company and includes, in the opinion of management, all normal and recurring
adjustments that management considers necessary for a fair statement of results
for such periods. The operating results for any quarter are not necessarily
indicative of results for any future period.

FISCAL 1997 (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                        First       Second      Third       Fourth
                                                                        Quarter     Quarter     Quarter     Quarter
                                                                        -------     -------     -------     -------
<S>                                                                     <C>         <C>         <C>         <C>    
Net sales..........................................................     $15,697     $15,032     $17,233     $17,788  
Gross profit ......................................................       3,002       2,792       3,369       2,752  
Operating expenses ................................................       1,813       1,908       1,906       1,475  
Operating income ..................................................       1,189         884       1,463       1,277  
Income before income taxes ........................................         979         752       1,456       1,104  
Income tax expense ................................................         383         305         548         402  
Net income ........................................................         596         447         908         702  
Earnings per share ................................................         .13         .10         .21         .16  

</TABLE>

FISCAL 1996 (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                        First       Second      Third       Fourth
                                                                        Quarter     Quarter     Quarter     Quarter
                                                                        -------     -------     -------     -------
<S>                                                                     <C>         <C>         <C>         <C>    
Net sales..........................................................     $16,367     $16,392     $17,000     $18,615
Gross profit ......................................................       2,842       2,223       3,325       3,942
Operating expenses ................................................       1,804       1,486       2,070       2,116
Operating income ..................................................       1,038         737       1,255       1,826
Income before income taxes ........................................         749         476         969       1,573
Income tax expense ................................................         298         199         358         652
Net income ........................................................         451         277         611         921
Earnings per share ................................................         .10         .06         .14         .21

</TABLE>

     The Company's sales volume by quarter is subject to a limited amount of
seasonal fluctuation. Generally, the Company's sales volume and operating income
are at their lowest levels in the first and second fiscal quarters. Sales and
operating income are generally at higher levels in the third and especially the
fourth fiscal quarters. During the fourth quarter of fiscal 1996, the Company
performed custom printing services for customers which market printed paper
products with holiday or seasonal themes. The technical aspects of the printing
and the time sensitive nature of the services enabled the Company to generate
higher gross margins than at other times during the year. The surge of printing
sales occurred in 1997 as well, but the decline in custom converting of tissue
and towel products, which was traditionally at its highest level in the fourth
quarter, served to offset the positive impact of seasonal printing sales.

     During the fourth quarter of fiscal 1997, sales in the Company's custom
converting sector declined $1.3 million (17%) from the same period of fiscal
1996, as a result of the loss of outsourced tissue winding service revenue from
large integrated paper companies, historically a major source of fourth quarter
sales for the Company. This sharp decline resulted in reduced gross profit (down
$0.5 million) and operating income (down $0.2 million) in the Company's Green
Bay operating facility due to that division's dependence on custom converting
sales. Additionally, the Company established a $0.3 million reserve for
inventory overstock in its paint sundries product sector which had the effect of
reducing net income by $0.2 million ($0.04 per share). These two factors were
offset by lower selling and administrative costs which declined $0.6 million
from the fourth quarter of 1996. As a result, earnings per share declined to
$.16 for the quarter compared to $.21 for the same period of 1996.




                                      -15-
<PAGE>   16


LIQUIDITY AND CAPITAL RESOURCES

     Cash flow from operations increased $0.1 million to $5.8 million in fiscal
1997. Cash generated from net income plus non-cash expenses was $4.9 million in
the current year compared to $4.7 million in the prior year. Additionally, the
Company generated $2.5 million in cash flow during fiscal 1997 through effective
management of inventory, accounts receivable, and accounts payable, compared to
the prior year in which these working capital accounts accounted for a reduction
in cash flow of $0.6 million. Offsetting these improvements in cash flow, the
timing of year-end payroll accruals and the payment of $0.5 million in
separation costs for the former CEO and other employees which had been accrued
at the end of fiscal 1996 resulted in $1.4 million in cash used in fiscal 1997
compared to fiscal 1996 in which these items accounted for a $1.3 million cash
flow benefit.

     Cash used in investing activities totaled $2.6 million in fiscal 1997 and
resulted from capital additions, including approximately $1.3 million for
hardware, software and related outside consulting services for the tailoring and
implementation of a new centralized manufacturing and distribution Enterprise
Resource Planning system which the Company is installing. The majority of the
remaining capital costs were for converting assets to support the away-from-home
sector and for printing assets. Cash used in financing activities totaled $3.3
million in fiscal 1997 due to the repayment of long term debt.

     The Company's primary need for capital resources is to finance inventories,
accounts receivable, capital expenditures, and acquisitions. The Company
requested and received a reduction in its available borrowings under its
revolving credit agreement with its principle lender, Bank One, Wisconsin. The
maximum available borrowings and the term under the restructured revolving
credit agreement are now $6.8 million through March 31, 1999. At December 17,
1997, the Company had approximately $14.4 million in total borrowings
outstanding, including $5.25 million borrowed to finance the acquisition of
Foremost Manufacturing, Inc., with $3.2 million available under the revolving
credit agreement. Management believes that the Company's operating cash flow is
adequate to service its long-term obligations as of September 30, 1997, and any
budgeted capital expenditures.

     The Company's credit facilities are with one bank with the exception of
$1.8 million and are secured by substantially all of the Company's assets. The
credit facilities with Bank One contain certain restrictive covenants, including
minimum required cash flow, limits on capital additions and debt service
coverage ratios. During fiscal 1997, the Company failed to achieve minimum cash
flow as defined by the bank, resulting in a violation of its loan agreement,
under which outstanding debt totaled $8,324,277 at September 30, 1997. The
violation was waived by the bank as of September 30, 1997, and management
believes the Company will meet these covenants during fiscal 1998.

     On November 13, 1997, the Company purchased all of the outstanding stock of
Foremost Manufacturing, Inc. ("Foremost"), a St. Louis-based manufacturer and
distributor of paint sundry products, for $5.25 million in cash and 25,907
shares of the Company's common stock valued at $0.25 million. The total cash
purchase price of $5.25 million is subject to specified reductions to be
finalized by January 1999, and to additional consideration of up to $900,000
based on specified net sales levels through October 1998. The cash portion of
the purchase price was financed through a $5.25 million bank credit facility
maturing on March 31, 1998. The Company has a commitment from its primary
lender to refinance the acquisition debt on a long-term basis, and is currently
reviewing the long term alternatives.

     Sharp increases in the costs of paper and polyethylene impacted the
Company's inventory values and net income during fiscal 1995. In 1996 and 1997,
the prices of these commodities dropped which again impacted inventories and net
income. The Company is generally successful in passing these fluctuations in raw
material prices to its customers through increases or decreases in the selling
price of the Company's products. Prior to these periods, the impact of inflation
has been minimal on the Company's inventory and net income.

     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.

     The Company's allowance for uncollectible accounts receivable was $150,000
at December 17, 1997. Management believes that this allowance is adequate to
provide for losses inherent in its accounts receivable.




                                      -16-
<PAGE>   17


RECENTLY ISSUED ACCOUNTING STANDARDS

     Statement of Financial Accounting Standards (SFAS) 128, "Earnings Per
Share" will be effective for the Company's year ending September 30, 1998, and
all prior-period EPS data will be restated to conform with this Statement.
Management estimates that the impact of SFAS 128 will not be material.

     SFAS 131, "Disclosures About Segments of an Enterprise and Related
Information" will be effective for the Company's year ending September 30, 1999.
This Statement redefines how operating segments are determined and requires
disclosure of certain financial and descriptive information about the Company's
reportable operating segments. The Company has not yet completed its analysis of
which operating segments that it will report on.

YEAR 2000 SYSTEMS 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, 1997, the Company
has spent $1.2 million for hardware, software and consulting services related to
the project, and management estimates it will spend an additional $0.4 million
for the actual conversion to the new system which is scheduled to begin in
fiscal 1998 and 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. As such, the Company cannot rule out the
possibility of year 2000 issues. The Company will continue to test its new
systems for year 2000 compliance throughout the implementation process.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Financial statements are attached as Appendix to this report.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     Not applicable.




                                      -17-
<PAGE>   18


TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS - ITEM 8 OF FORM 10-K
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                                                      PAGE
<S>                                                                                                                   <C>
INDEPENDENT AUDITORS' REPORT..........................................................................................F-2

FINANCIAL STATEMENTS AND NOTES:

   Consolidated Balance Sheets as of September 30, 1997 and 1996......................................................F-3

   Consolidated Statements of Income
      for the Years Ended September 30, 1997, 1996 and 1995...........................................................F-4

   Consolidated Statements of Stockholders' Equity
      for the Years Ended September 30, 1997, 1996 and 1995...........................................................F-5

   Consolidated Statements of Cash Flows
      for the Years Ended September 30, 1997, 1996 and 1995...........................................................F-6

   Notes to Consolidated Financial Statements.........................................................................F-7

</TABLE>


                                       F-1


<PAGE>   19


INDEPENDENT AUDITORS' REPORT


To the Directors and Stockholders of
   Tufco Technologies, Inc.:

We have audited the accompanying consolidated balance sheets of Tufco
Technologies, Inc. and subsidiaries as of September 30, 1997 and 1996, and the
related consolidated statements of income, stockholders' equity and cash flows
for the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits. The consolidated financial statements
of Tufco Technologies, Inc. and subsidiaries for the year ended September 30,
1995, were audited by other auditors whose report, dated November 9, 1995,
expressed an unqualified opinion on those statements.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such 1997 and 1996 consolidated financial statements present
fairly, in all material respects, the financial position of Tufco Technologies,
Inc. and subsidiaries at September 30, 1997 and 1996, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.



/s/ DELOITTE & TOUCHE LLP
Dallas, Texas
December 23, 1997




                                      F-2
<PAGE>   20


TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 AND 1996
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>

ASSETS                                                                                 1997                 1996
<S>                                                                                 <C>               <C>
CURRENT ASSETS:
   Cash and cash equivalents                                                        $    747,404      $    844,615
   Restricted cash (Note 9)                                                               60,128
   Accounts receivable - net (Notes 3 and 7)                                           7,637,121         8,360,911
   Inventories (Notes 4 and 7)                                                         8,550,888         9,556,023
   Prepaid expenses and other current assets                                             320,109           212,072
   Deferred income taxes (Note 8)                                                        419,000           616,498
                                                                                    ------------      ------------

           Total current assets                                                       17,734,650        19,590,119

PROPERTY, PLANT AND EQUIPMENT - Net (Notes 5 and 7)                                   16,990,227        15,746,729

GOODWILL - Net (Note 1)                                                               13,732,074        14,112,390

OTHER ASSETS - Net (Note 6)                                                              588,414           588,995
                                                                                    ------------      ------------

TOTAL                                                                               $ 49,045,365      $ 50,038,233
                                                                                    ============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Current portion of long-term debt (Note 7)                                       $  1,910,357      $  2,866,654
   Accounts payable                                                                    3,137,177         2,356,305
   Accrued payroll, vacation and payroll taxes                                           824,995         1,729,956
   Other current liabilities                                                             987,290         1,471,875
   Income taxes payable (Note 8)                                                         649,570           612,674
                                                                                    ------------      ------------

           Total current liabilities                                                   7,509,389         9,037,464

LONG-TERM DEBT - Less current portion (Note 7)                                         8,587,999        10,483,128

DEFERRED INCOME TAXES (Note 8)                                                         1,580,000         1,798,246

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' EQUITY (Note 11):
   Voting common stock, $.01 par value; 9,000,000 shares authorized;
      3,733,830 and 3,723,585 shares issued, respectively                                 37,338            37,236
   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                                                         23,539,420        23,491,130
   Retained earnings (Note 7)                                                          8,548,543         5,895,257
   Treasury stock at cost, 59,804 and 43,632 voting common shares, respectively         (349,371)         (236,074)
   Stock purchase plan notes                                                            (415,052)         (475,253)
                                                                                    ------------      ------------

             Total stockholders' equity                                               31,367,977        28,719,395
                                                                                    ------------      ------------

TOTAL                                                                               $ 49,045,365      $ 50,038,233
                                                                                    ============      ============

</TABLE>


See notes to consolidated financial statements.


                                      F-3
<PAGE>   21




TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                           1997              1996              1995
<S>                                                    <C>               <C>               <C>
NET SALES                                              $ 65,750,571      $ 68,373,654      $ 47,986,550

COST OF SALES                                            53,835,318        56,042,088        39,795,291
                                                       ------------      ------------      ------------

GROSS PROFIT                                             11,915,253        12,331,566         8,191,259

OPERATING EXPENSES:
   Selling, general and administrative                    6,395,727         6,752,663         4,906,687
   Amortization and other postacquisition expenses          706,180           723,966           436,575
                                                       ------------      ------------      ------------

           Total                                          7,101,907         7,476,629         5,343,262
                                                       ------------      ------------      ------------

OPERATING INCOME                                          4,813,346         4,854,937         2,847,997

OTHER INCOME (EXPENSE):
   Interest expense                                        (888,566)       (1,134,489)         (910,894)
   Interest income                                           38,928            41,628            26,275
   Miscellaneous                                            327,181             4,671            45,845
                                                       ------------      ------------      ------------

           Total                                           (522,457)       (1,088,190)         (838,774)
                                                       ------------      ------------      ------------

INCOME BEFORE INCOME TAXES                                4,290,889         3,766,747         2,009,223

INCOME TAX EXPENSE (Note 8)                               1,637,603         1,507,230           808,000
                                                       ------------      ------------      ------------

NET INCOME                                             $  2,653,286      $  2,259,517      $  1,201,223
                                                       ============      ============      ============

EARNINGS PER SHARE                                     $        .60      $        .51      $        .37
                                                       ============      ============      ============

WEIGHTED AVERAGE COMMON AND
   COMMON EQUIVALENT SHARES
   OUTSTANDING                                            4,447,727         4,437,702         3,248,408
                                                       ============      ============      ============

</TABLE>


See notes to consolidated financial statements.





                                      F-4
<PAGE>   22




TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                      COMMON STOCK
                                                             -----------------------------------------------------------
                                                                      VOTING                            NONVOTING
                                                             --------------------------          -----------------------
                                                               SHARES          AMOUNT             SHARES        AMOUNT
<S>                                                          <C>            <C>                  <C>         <C>
BALANCES AT OCTOBER 1, 1994                                  2,415,363      $    24,154          709,870     $     7,099

 Issuance of common stock - acquisition of Hamco, Inc.       1,285,000           12,850


 Repayment of stock purchase plan notes

 Purchase of treasury stock, 17,775 shares

 Net income
                                                             ---------      -----------          -------     -----------

BALANCES AT SEPTEMBER 30, 1995                               3,700,363           37,004          709,870           7,099

 Exercise of employee stock options                              6,285               63

 Issuance of common stock                                       16,937              169

 Repayment of stock purchase plan notes

 Purchase of treasury stock, 23,057 shares

 Net income
                                                             ---------      -----------          -------     -----------

BALANCES AT SEPTEMBER 30, 1996                               3,723,585           37,236          709,870           7,099

 Exercise of employee stock options                             10,245              102

 Repayment of stock purchase plan notes

 Purchase of treasury stock, 16,172 shares

 Net income
                                                             ---------      -----------          -------     -----------

BALANCES AT SEPTEMBER 30, 1997                               3,733,830      $    37,338          709,870     $     7,099
                                                             =========      ===========          =======     ===========

</TABLE>


<TABLE>
<CAPTION>


                                                         ADDITIONAL                                     STOCK            TOTAL
                                                          PAID-IN        RETAINED      TREASURY        PURCHASE      STOCKHOLDERS'
                                                          CAPITAL        EARNINGS       STOCK         PLAN NOTES         EQUITY
<S>                                                      <C>           <C>           <C>             <C>              <C>
BALANCES AT OCTOBER 1, 1994                              $17,028,219   $ 2,434,517   $   (16,725)    $  (313,497)     $19,163,767

 Issuance of common stock - acquisition of Hamco, Inc.     6,346,957                                    (200,000)       6,159,807


 Repayment of stock purchase plan notes                                                                   15,750           15,750

 Purchase of treasury stock, 17,775 shares                                               (95,843)                         (95,843)

 Net income                                                              1,201,223                                      1,201,223
                                                         -----------   -----------   -----------     -----------      -----------

BALANCES AT SEPTEMBER 30, 1995                            23,375,176     3,635,740      (112,568)       (497,747)      26,444,704

 Exercise of employee stock options                           29,421                                                       29,484

 Issuance of common stock                                     86,533                                     (75,000)          11,702

 Repayment of stock purchase plan notes                                                                   97,494           97,494

 Purchase of treasury stock, 23,057 shares                                              (123,506)                        (123,506)

 Net income                                                              2,259,517                                      2,259,517
                                                         -----------   -----------   -----------     -----------      -----------

BALANCES AT SEPTEMBER 30, 1996                            23,491,130     5,895,257      (236,074)       (475,253)      28,719,395

 Exercise of employee stock options                           48,290                                                       48,392

 Repayment of stock purchase plan notes                                                                   60,201           60,201

 Purchase of treasury stock, 16,172 shares                                              (113,297)                        (113,297)

 Net income                                                              2,653,286                                      2,653,286
                                                         -----------   -----------   -----------     -----------      -----------

BALANCES AT SEPTEMBER 30, 1997                           $23,539,420   $ 8,548,543   $  (349,371)    $  (415,052)     $31,367,977
                                                         ===========   ===========   ===========     ===========      ===========

</TABLE>

See notes to consolidated financial statements.



                                      F-5
<PAGE>   23


TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       1997              1996              1995
<S>                                                                <C>               <C>               <C>
OPERATING ACTIVITIES:
 Net income                                                        $  2,653,286      $  2,259,517      $  1,201,223
 Noncash items in net income:
   Depreciation and amortization of property, plant and equipment     1,918,895         1,884,719         1,325,094
   Amortization of goodwill and other assets                            444,519           394,517           321,846
   Deferred income taxes                                                (20,748)          114,651           154,097
   Increase in allowance for doubtful accounts                              927            44,476            15,000
   (Gain) loss on disposition of equipment                             (101,327)           (4,671)           29,052
 Changes in operating working capital:                               
   Accounts receivable                                                  722,863           (32,322)       (1,008,306)
   Inventories                                                        1,005,135          (463,826)         (748,791)
   Prepaid expenses and other assets                                   (208,517)           71,650          (146,608)
   Accounts payable                                                     780,872           (94,916)         (548,375)
   Accrued and other current liabilities                             (1,389,546)        1,323,717           624,771
   Income taxes payable                                                  36,896           214,364
                                                                   ------------      ------------      ------------

 Net cash from operations                                             5,843,255         5,711,876         1,219,003
                                                                   ------------      ------------      ------------

INVESTING ACTIVITIES:
 Acquisition of Hamco, Inc. - net of cash acquired                                        (11,725)      (12,894,783)
 Additions to property, plant and equipment                          (2,777,594)       (2,371,334)       (1,280,056)
 Proceeds from disposition of property, plant and equipment             169,466           106,799            37,700
 Advances to directors and employees                                    (29,121)          (31,389)          (28,421)
 Collection of advances to directors and employees                       65,979
 Decrease in certificates of deposit                                                      843,218
 Increase in restricted cash                                            (60,128)
                                                                   ------------      ------------      ------------

 Net cash used in investing activities                               (2,631,398)       (1,464,431)      (14,165,560)
                                                                   ------------      ------------      ------------

FINANCING ACTIVITIES:
 Issuance of long-term debt                                                                              10,016,535
 Repayment of long-term debt                                         (3,304,364)       (5,547,386)       (1,488,123)
 Issuance of common stock                                                48,392            41,186         6,159,807
 Purchase of treasury stock                                             (71,239)         (123,506)          (95,843)
 Repayment of stock purchase plan notes                                  18,143            97,494            15,750
                                                                   ------------      ------------      ------------

 Net cash from (used in) financing activities                        (3,309,068)       (5,532,212)       14,608,126
                                                                   ------------      ------------      ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                    (97,211)       (1,284,767)        1,661,569

CASH AND CASH EQUIVALENTS:
 Beginning of year                                                      844,615         2,129,382           467,813
                                                                   ------------      ------------      ------------

 End of year                                                       $    747,404      $    844,615      $  2,129,382
                                                                   ============      ============      ============

SUPPLEMENTAL INFORMATION:
 Interest paid                                                     $    873,366      $  1,125,036      $    871,730
                                                                   ============      ============      ============

 Income taxes paid                                                 $  1,621,455      $  1,178,215      $    522,022
                                                                   ============      ============      ============

Noncash investing and financing activities:
 Issuance of common stock for stock purchase plan notes            $          -      $     75,000      $    200,000
                                                                   ============      ============      ============
 Increase in goodwill for other assets and increase
  in other current liabilities                                     $          -      $    453,251      $          -
                                                                   ============      ============      ============
 Addition to property, plant and equipment and other assets for
  capital lease obligation                                         $    452,938      $          -      $          -
                                                                   ============      ============      ============
 Purchase of treasury stock by reduction in stock purchase
  plan notes                                                       $     42,058      $          -      $          -
                                                                   ============      ============      ============

</TABLE>

See notes to consolidated financial statements.



                                      F-6
<PAGE>   24


TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995
--------------------------------------------------------------------------------

1.   SIGNIFICANT ACCOUNTING POLICIES

     CONSOLIDATED FINANCIAL STATEMENTS include the accounts of Tufco
     Technologies, Inc. and its wholly owned subsidiaries (the "Company").
     Significant intercompany transactions and balances are eliminated in
     consolidation. The organizational structure of the Company's subsidiaries
     was changed in February 1997 by transferring to Tufco, L.P., a Nevada
     limited partnership, all of the assets and liabilities of Tufco Industries,
     Inc., Executive Converting Corporation and Hamco Industries, Inc., acquired
     in 1992, 1994 and 1995, respectively. Tufco Tech, Inc., wholly owned
     subsidiary of Tufco Technologies, Inc., is the sole managing general
     partner of Tufco, L.P. The Company markets its own line of business imaging
     paper products, tissues, towels and wipes for public-use facilities, and
     performs specialty printing, custom converting and packaging. The Company
     also manufactures and distributes a wide variety of consumer disposables
     that are sold in the home improvement and paint retailing industries.

     FINANCIAL STATEMENT PREPARATION requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingencies at the date of the financial statements and the
     reported amounts of revenues and expenses for the period. Differences from
     those estimates are recognized in the period they become known.

     CASH EQUIVALENTS represent liquid investments with maturities at
     acquisition of three months or less.

     INVENTORIES are stated at the lower of cost or market. Cost of all
     inventories at September 30, 1997, is determined by the first-in, first-out
     ("FIFO") method. In prior years, cost of raw materials and finished goods
     inventories at Tufco's Wisconsin division was determined by the last-in,
     first-out ("LIFO") method. The effect of this change in fiscal 1997 was not
     material.

     PROPERTY, PLANT AND EQUIPMENT are stated at cost less accumulated
     depreciation and amortization. Depreciation and amortization are provided
     using the straight-line method over the following estimated useful lives:
     20 to 40 years for buildings, 3 to 10 years for machinery and equipment and
     the shorter of the lease term or the asset's useful life for leasehold
     improvements.

     GOODWILL represents the excess of cost over fair value of net assets
     acquired in business combinations, is amortized on a straight-line basis
     over 40 years and is stated net of accumulated amortization of $1,505,356
     and $1,125,040 at September 30, 1997 and 1996, respectively.

     FINANCIAL INSTRUMENTS consist of cash, receivables, payables, debt and
     letters of credit. Their carrying values or disclosed values are estimated
     to approximate their fair values due to their short maturities, variable
     interest rates, or fixed rates approximating current rates available for
     similar instruments.

     OTHER ASSETS include loan origination fees, which are amortized on a
     straight-line basis over the terms of the related long-term debt, and
     organization costs, which are amortized on a straight-line basis over five
     years.

     DEFERRED INCOME TAXES are provided under the asset and liability method for
     temporary differences in the recognition of certain revenues and expenses
     for tax and financial reporting purposes.

     REVENUES are recognized as sales when goods are shipped and title transfers
     to the customer.



                                      F-7
<PAGE>   25


     STOCK-BASED COMPENSATION arising from stock option grants is accounted for
     by the intrinsic value method under APB Opinion No. 25. Statement of
     Financial Accounting Standards No. 123 became effective for the Company
     beginning October 1, 1996, and encourages (but does not require) the cost
     of stock-based compensation arrangements with employees to be measured
     based on the fair value of the equity instrument awarded. As permitted by
     SFAS No. 123, the Company continues to apply APB Opinion No. 25 to its
     stock-based compensation awards to employees and discloses in Note 11 the
     required pro forma effect on net income and earnings per share.

     EARNINGS PER SHARE is based on the weighted average number of common voting
     and nonvoting shares and common equivalent shares from dilutive stock
     options outstanding during the year.

2.   ACQUISITION

     Effective August 23, 1995, the Company acquired substantially all of the
     assets and assumed certain liabilities of Hamco, Inc. in Newton, North
     Carolina, which is engaged primarily in printing and converting fine grade
     paper products sold principally through distributorships. The assets were
     acquired by the Company's wholly owned subsidiary, Hamco Industries, Inc.,
     using the proceeds from the sale of 1,200,000 shares of voting common stock
     and additional bank borrowings. The total cost of the acquisition,
     $14,190,591, including $11,725 paid and $453,251 accrued in 1996, exceeded
     the fair value of the net assets acquired by $3,439,720.

     This acquisition was accounted for under the purchase method. The results
     of the acquired operations are included in the consolidated financial
     statements from the acquisition date. The unaudited consolidated results of
     operations on a pro forma basis as though Hamco were acquired and the
     related common shares were issued as of the beginning of the Company's
     fiscal year 1995 is as follows:

<TABLE>
<CAPTION>
                                                       1995

<S>                                                 <C>
     Net sales                                      $62,906,732
                                                    ===========

     Net income                                     $ 1,896,706
                                                    ===========

     Earnings per share                             $      0.43
                                                    ===========

     Weighted average common shares outstanding       4,396,107
                                                    ===========

</TABLE>


3.   ACCOUNTS RECEIVABLE AND SIGNIFICANT CUSTOMER

     Accounts receivable are stated net of allowances for doubtful accounts of
     $150,403 and $149,476 at September 30, 1997 and 1996, respectively. Amounts
     due from a significant customer represent 8% and 10% of total accounts
     receivable at September 30, 1997 and 1996, respectively.



                                      F-8
<PAGE>   26


4.   INVENTORIES

     Inventories at September 30 consist of the following:

<TABLE>
<CAPTION>
                                                                        1997              1996
<S>                                                                  <C>              <C>
     At the lower of FIFO cost or market:
        Raw materials                                                $ 4,711,780      $ 5,656,189
        Finished goods                                                 3,839,108        3,924,834
                                                                     -----------      -----------

                                                                       8,550,888        9,581,023

     Excess of above FIFO cost over the LIFO cost used for
        inventories of $3,492,496 at September 30, 1996                                   (25,000)
                                                                     -----------      -----------

     Total inventories                                               $ 8,550,888      $ 9,556,023
                                                                     ===========      ===========

</TABLE>


5.   PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment at September 30 consist of the following:

<TABLE>
<CAPTION>
                                                                                         1997            1996
                                                                                     -----------     -----------
<S>                                                                                  <C>             <C>
     Land and land improvements                                                      $   518,404     $   495,656
     Buildings                                                                         6,868,043       6,812,072
     Leasehold improvements                                                              708,366         575,365
     Machinery and equipment                                                          16,964,326      15,766,119
     Furniture and fixtures                                                            1,381,259       1,165,259
     Vehicles                                                                             92,780          76,206
                                                                                     -----------     -----------

                                                                                      26,533,178      24,890,677

     Less accumulated depreciation and amortization                                   10,983,096       9,189,761
                                                                                     -----------     -----------

     Net depreciated value                                                            15,550,082      15,700,916

     Construction in progress, including $420,360 of hardware and software under
        capital lease and $847,784 of other software costs totaling $957,314 which
        relate to a new centralized computer system being implemented                  1,440,145          45,813
                                                                                     -----------     -----------

     Property, plant and equipment - net                                             $16,990,227     $15,746,729
                                                                                     ===========     ===========

</TABLE>


     Costs of internal-use software are capitalized when the project is
     authorized for funding and evaluated as probable for completion and use for
     the functions intended. These costs consist of the external direct costs of
     acquisition and the related consulting services for implementation of the
     software.



                                      F-9
<PAGE>   27

6.   OTHER ASSETS

     Other assets at September 30 consist of the following:

<TABLE>
<CAPTION>
                                                                          1997         1996
<S>                                                                     <C>          <C>
     Loan origination and other fees                                    $189,254     $164,297
     Less accumulated amortization                                        81,159       19,002
                                                                        --------     --------

     Subtotal                                                            108,095      145,295

     Note receivable bearing interest at 7%, due in
        variable monthly installments through 2001                        43,399      108,860
     Advances to certain directors and former employees                  228,440      265,298
     Cash value of life insurance                                          8,317        8,317
     Deposits and other                                                  200,163       61,225
                                                                        --------     --------

     Other assets - net                                                 $588,414     $588,995
                                                                        ========     ========

</TABLE>


7.   LONG-TERM DEBT

     Long-term debt at September 30 consists of the following:

<TABLE>
<CAPTION>
                                                                                              1997                    1996
<S>                                                                                      <C>                     <C>
     Note payable to bank, collateralized by substantially all assets
     of the Company, bearing interest at 7.03%; installments are due monthly at
     $104,166, increasing to $112,439 on August 31, 1998, $91,606 on February 29,
     2000, and $95,833 on August 31, 2000, with final payment due on
     July 31, 2001                                                                       $   4,766,667           $    5,933,333
     
     Notes payable to bank, under a revolving line-of-credit agreement (not to exceed    
     maximum borrowings of $6,750,000, reduced by outstanding letters of credit - see    
     Note 9), collateralized by accounts receivable and certain other elements of
     working capital, bearing interest at a combination of 138 basis points over 
     LIBOR or .375% below the bank's reference rate (effective rate of 7.09% at 
     September 30, 1997), payable monthly, due March 31, 1999                                2,500,000                2,916,429
     
     Variable rate (4.25% and 4.05% at September 30, 1997 and 1996, respectively)
     note payable underlying Industrial Development Revenue Bonds, collateralized by
     substantially all assets of the Company, due in annual installments of $250,000
     beginning 2000 through 2006, interest payable monthly                                   1,750,000                1,750,000
</TABLE>



                                      F-10
<PAGE>   28



<TABLE>
<CAPTION>
                                                                                           1997                    1996
<S>                                                                                   <C>                     <C>
     Note payable to bank, collateralized by substantially all assets
     of the Company, due in monthly installments of $41,666 plus
     interest at 7.23%, with final payment due May 30, 1999                           $    1,057,610          $    1,550,020
     
     Note payable to bank, collateralized by equipment, due in one installment of
     $50,000 on June 1, 1997, plus interest at
     6.75% payable monthly, with final payment due July 2, 1997                                                    1,200,000
     
     Capital lease obligation, payable in monthly installments of $13,109 through
     2000, net of $28,859 discount based on interest
     at 3.88%, collateralized by computer hardware and software                              424,079
                                                                                      --------------          --------------
     
     Total                                                                                10,498,356              13,349,782
     
     Less current portion                                                                  1,910,357               2,866,654
                                                                                      --------------          --------------
     
     Long-term debt - less current portion                                            $    8,587,999          $   10,483,128
                                                                                      ==============          ==============
     
</TABLE>

     Long-term debt - less current portion matures as follows:


<TABLE>

<S>                                          <C>
     1999                                        $4,556,995
     2000                                         1,572,670
     2001                                         1,208,334
     2002                                           250,000
     Thereafter                                   1,000,000
                                                 ----------
     Total                                       $8,587,999
                                                 ==========

</TABLE>


     Loan agreements for all notes except those underlying the Industrial
     Development Revenue Bonds contain certain restrictive covenants, including
     requirements to maintain certain levels of cash flow and to restrict
     capital expenditures, stock purchases, mergers and payment of dividends.
     During fiscal 1997, the Company failed to achieve minimum cash flow as
     defined by the bank, resulting in a violation of its loan agreement, under
     which outstanding debt totaled $8,324,277 at September 30, 1997. In
     December 1997, the violation was waived by the bank as of September 30,
     1997, and management believes the Company will meet these covenants during
     fiscal 1998. The loans are subject to prepayment penalty. The Company has a
     standby letter of credit for the outstanding balance associated with
     Industrial Development Revenue Bonds (see Note 9).



                                      F-11
<PAGE>   29


8.   INCOME TAXES

     The tax effects of significant items comprising the Company's net deferred
     tax liability as of September 30 are as follows:

<TABLE>
<CAPTION>
                                                                                         1997               1996
<S>                                                                                   <C>              <C>
     Current deferred tax asset:
        Valuation allowances for accounts receivable and inventories,
           not currently deductible                                                   $   163,000      $   191,542
        Uniform capitalization of inventory costs                                          87,000           35,229
        Vacation and severance accruals, not currently deductible                          94,000          260,647
        Other accruals, not currently deductible                                           48,000           69,259
        Other                                                                              27,000           59,821
                                                                                      -----------      -----------

     Total                                                                                419,000          616,498

     Noncurrent deferred tax liability:
        Accelerated tax depreciation on property and equipment                         (1,150,000)      (1,434,626)
        Accelerated tax amortization of goodwill                                         (452,000)        (320,817)
        Other                                                                              22,000          (42,803)
                                                                                      -----------      -----------

     Total                                                                             (1,580,000)      (1,798,246)
                                                                                      -----------      -----------

     Net deferred tax liability                                                       $(1,161,000)     $(1,181,748)
                                                                                      ===========      ===========

</TABLE>


     The resulting components of income tax expense are as follows:

<TABLE>
<CAPTION>
                                                                 1997             1996            1995
<S>                                                          <C>              <C>             <C>
     Current tax expense:
        Federal                                              $ 1,512,810      $ 1,147,439     $   505,903
        State                                                    145,541          245,140         148,000
                                                             -----------      -----------     -----------

     Total                                                     1,658,351        1,392,579         653,903

     Deferred tax expense:
        Federal                                                   75,717          98,463          132,500
        State                                                     12,946          16,188           21,597
        Adjustment for tax rate changes due to
           corporate restructuring (Note 1)                     (109,411)
                                                             -----------      -----------     -----------

     Total                                                       (20,748)         114,651         154,097
                                                             -----------      -----------     -----------

     Income tax expense                                      $ 1,637,603      $ 1,507,230     $   808,000
                                                             ===========      ===========     ===========

</TABLE>



                                      F-12
<PAGE>   30


     Income tax expense varies from the amount determined by applying the
     applicable statutory income tax rates to pretax income as follows:


<TABLE>
<CAPTION>
                                                                             1997            1996            1995
<S>                                                                      <C>             <C>              <C>
     Federal income taxes computed at statutory rates                    $ 1,458,902     $ 1,280,694      $   683,000
     State income taxes, net of federal tax benefit                           32,390         172,476           97,000
     Certain goodwill amortization and other
        nondeductibles                                                        81,789          77,659           53,000
     Other                                                                    64,522         (23,599)         (25,000)
                                                                         -----------     -----------      -----------

     Income tax expense                                                  $ 1,637,603     $ 1,507,230      $   808,000
                                                                         ===========     ===========      ===========

</TABLE>


9.   COMMITMENTS AND CONTINGENCIES

     LEASES - Tufco Industries, Inc. leases warehouse facilities in Green Bay,
     Wisconsin, from a partnership composed of current and former stockholders.
     The lease expires in 2003, is classified as an operating lease and requires
     monthly rental payments of $9,255. The Company has the option of renewing
     the lease for a three-year period with rental amounts renegotiated. Rental
     expense for the lease totaled $111,060, $105,843 and $120,428 for fiscal
     1997, 1996 and 1995, respectively.

     In June 1996, the Company entered into an agreement with a third party to
     construct and lease a 62,000-square-foot facility in Manning, South
     Carolina, which the Company occupied in October 1996. Under an amendment in
     fiscal 1997, the five-year agreement is an operating lease with rental
     payments of $11,489 per month. At the end of the fifth year, the Company
     has the option of purchasing the building for $1,100,000. If the purchase
     option is not exercised, the Company may be required to pay the lessor a
     residual amount of up to $900,000, depending upon the extent, if any, that
     the facility's value has diminished during the lease term. A portion of the
     scheduled lease payments are placed in escrow and are included in
     restricted cash of $60,128 at September 30, 1997.

     The Company also leases other facilities and equipment under operating
     leases. An office and warehouse lease expires on February 28, 2003. The
     equipment leases expire on varying dates over the next five years.

     Future minimum rental commitments under operating leases with initial or
     remaining terms in excess of one year at September 30, 1997, are as
     follows:


<TABLE>

<S>                                                             <C>
         1998                                                     $    923,060
         1999                                                          909,718
         2000                                                          914,982
         2001                                                          894,118
         2002                                                          920,258
         Thereafter                                                    308,899
                                                                  ------------

         Total                                                    $  4,871,035
                                                                  ============

</TABLE>



     Net rental expense for all operating leases totaled $898,497, $692,765 and
     $633,501 for fiscal 1997, 1996 and 1995, respectively. The Company charges
     its customers for storage, which is netted against rental expense.



                                      F-13
<PAGE>   31


     LETTERS OF CREDIT - The Company has outstanding commercial import letters
     of credit of $30,080 and $106,863 as of September 30, 1997 and 1996,
     respectively. These letters of credit collateralize the Company's
     obligations to third parties for the purchase of inventory. The Company has
     unused letters of credit of $719,920 available at September 30, 1997.

     LITIGATION - The Company is subject to lawsuits, investigation and
     potential claims arising out of the ordinary conduct of its business.
     Management believes the outcome of these matters will not materially affect
     the financial position, results of operations or cash flows of the Company.

10.  PROFIT SHARING PLANS

     The Company has a defined contribution profit sharing 401(k) plan covering
     substantially all employees. The Company makes annual contributions at the
     discretion of the board of directors. In addition, the Company matches
     certain amounts of employees' contributions. Profit sharing plan expense
     relating to the defined contribution profit sharing 401(k) plan totaled
     $132,788, $42,017 and $30,462 for fiscal 1997, 1996 and 1995, respectively.

11.  STOCKHOLDERS' EQUITY

     NONVOTING COMMON STOCK AND PREFERRED STOCK - Each record holder of
     nonvoting common stock is entitled at any time to convert any or all of
     such shares into the same number of shares of voting common stock. The
     Company has 1,000,000 shares authorized and unissued $.01 par value
     preferred stock.

     STOCK COMPENSATION ARRANGEMENTS - The Non-Qualified Stock Option Plan
     currently reserves 200,000 shares of common stock for grants to selected
     employees through April 30, 2002, and provides that the price and exercise
     period be determined by the board of directors. Options vest primarily over
     three years and expire five years from date of grant. During fiscal 1997,
     1996 and 1995, options to purchase 104,000, 77,635 and 20,200 shares,
     respectively, of voting common stock were granted. In addition, during
     fiscal 1995, options to purchase 125,000 shares of voting common stock were
     granted to a key employee under a non-qualified stock option agreement
     providing for immediate exercise and expiring five years from date of
     grant.

     The Non-Employee Director Stock Option Plan for nonemployee members of the
     board of directors reserves 50,000 shares of common stock for grant and
     provides that the purchase price be fair market value at the date of grant.
     Options are exercisable immediately and for a period of ten years. The plan
     terminates in 1999. During fiscal 1997, 1996 and 1995, options to purchase
     14,000, 14,000 and 12,000 shares, respectively, of voting common stock were
     granted.




                                      F-14
<PAGE>   32

     The following information summarizes the shares subject to options:

<TABLE>
<CAPTION>
                                                                                            WEIGHTED AVERAGE EXERCISE
                                                            NUMBER OF SHARES                      PRICE PER SHARE
                                                 ------------------------------------    ------------------------------
                                                   1995          1996         1997          1995       1996     1997

<S>                                               <C>          <C>           <C>         <C>       <C>       <C>
     Options outstanding, beginning of year       41,235       187,865       256,372     $   8.08  $   5.54  $   5.61

     Granted                                     157,200        91,635       118,000         4.93      5.88      6.82

     Exercised                                                  (6,285       (10,245)                  4.69      4.72

     Terminated                                  (10,570)      (16,843)                      6.31      6.65
                                                 -------       -------       -------

     Options outstanding, end of year            187,865       256,372       364,127         5.54      5.61      6.01
                                                 =======       =======       =======

     Options exercisable, end of year            173,815       188,315       225,136         5.47      5.59      5.68
                                                 =======       =======       =======

     Reserved for future options at
        September 30, 1997                                                    20,873
                                                                             =======

</TABLE>


     The following table summarizes additional information about stock options
     outstanding and exercisable at September 30, 1997:


<TABLE>
<CAPTION>
                                            OPTIONS OUTSTANDING                        OPTIONS EXERCISABLE
                                 ------------------------------------------        -----------------------------
                                                   WEIGHTED
                                                   AVERAGE      WEIGHTED                             WEIGHTED
            RANGE OF                              REMAINING      AVERAGE                             AVERAGE
            EXERCISE               NUMBER OF     CONTRACTUAL    EXERCISE              NUMBER OF      EXERCISE
             PRICES                  SHARES          LIFE         PRICE                SHARES         PRICE

<S>       <C>                    <C>          <C>              <C>                    <C>          <C>
          $4.50 - 6.75             248,901      2.9 years        $  5.36                174,840      $  5.06
           7.00 - 9.00             115,226      4.4                 7.36                 50,296         7.82
                                   -------                                              -------

           4.50 - 9.00             364,127      3.4                 6.01                225,136         5.68
                                   =======                                              =======

</TABLE>


     The Company applies the provisions of APB No. 25 and related
     Interpretations in accounting for its stock option plan. Accordingly, no
     compensation cost has been recognized for its stock option plan. Had
     compensation cost for the Company's stock option plan been determined based
     on the fair value at the grant dates for awards under the plan consistent
     with the method prescribed by SFAS No. 123, the Company's pro forma net
     income would have been $2.5 million in 1997 and $2.2 million in 1996. Pro
     forma earnings per share would have been $.57 per share in 1997 and $.49
     per share in 1996.

     In the pro forma calculations, the weighted average fair value of options 
     granted during 1997 and 1996 was estimated at $2.96 and $2.60 per share, 
     respectively. The fair value of each option grant is estimated on the date
     of grant using the Black-Scholes option-pricing model with the following
     weighted average assumptions used for grants in 1997 and 1996: risk-free 
     interest rates of 6.2% and 6.0%, respectively; dividend yield of 0.0% for
     both years; expected lives of four to five years; and expected volatility
     of 55% based on the historical weekly trading ranges of the Company's stock
     since its initial public offering in January 1994.

     The Company sold shares to management employees under various stock
     purchase agreements as follows: 85,000 shares at $5.00 per share in 1995
     and 16,937 shares at $4.80 to $6.75 per share in 1996.



                                      F-15
<PAGE>   33


     The purchases are financed by the Company through notes with the employees
     at 5% interest payable annually and are due as follows: $89,862 in 1998,
     $10,000 in 1999, $250,190 in 2000 and $65,000 in 2001. The outstanding
     balances of $415,052 and $475,253 at September 30, 1997 and 1996,
     respectively, are presented as a reduction of stockholders' equity.

12.  RELATED-PARTY TRANSACTIONS

     The Company has an agreement with Bradford Ventures, Ltd., an affiliate of
     the two largest stockholders of the Company, under which Bradford Ventures,
     Ltd. provides various financial and management consulting services until
     January 2004, when the agreement will be automatically renewed unless
     terminated by either party. The agreement calls for an annual fee of
     $210,000 with annual increases of 5% plus reimbursement of reasonable
     out-of-pocket expenses. The Company believes the terms of its consulting
     agreement are comparable to those available from unaffiliated third parties
     for similar services. Consulting expense was $226,931, $210,000 and
     $100,833 for fiscal 1997, 1996 and 1995, respectively. Also, in 1995,
     $105,000 was capitalized as part of the purchase price of Hamco, Inc.

13.  SUBSEQUENT ACQUISITION

     On November 13, 1997, the Company purchased all of the outstanding stock of
     Foremost Manufacturing, Inc., a St. Louis-based manufacturer and
     distributor of paint sundry products, for $5,250,000 in cash and 25,907
     shares of the Company's common stock, valued at $250,000. The total
     purchase price of $5,500,000 is subject to specified reductions to be
     finalized by February 1999, and to additional consideration of up to
     $900,000 based on specified net sales levels through October 1998. The cash
     portion of the purchase price was financed through a $5,250,000 bank credit
     facility maturing on March 31, 1998.

                                     ******




                                      F-16
<PAGE>   34


                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The executive officers, directors, and key employees of the Company are:

<TABLE>
<CAPTION>
Name                                        Age               Positions With the Company
----                                        ---               --------------------------
<S>                                        <C>               <C>
Louis LeCalsey, III                         58                President and Chief Executive Officer
Gregory L. Wilemon                          37                Chief Financial Officer, Chief Operating
                                                              Officer and Secretary/Treasurer
Robert J. Simon (1)(2)(3)                   39                Chairman of the Board of Directors
Samuel J. Bero (1)(3)                       62                Director
Patrick J. Garland (1)(3)                   66                Director
Robert E. Coghan                            69                Director
C. Hamilton Davison, Jr.                    38                Director
Edward A. Leinss (2)                        56                Director
William J. Malooly (2)                      55                Director

</TABLE>

--------------------------
(1)  Member of the Executive Committee
(2)  Member of the Audit Committee
(3)  Member of the Compensation Committee

     Each director holds office until the next annual meeting of stockholders of
the Company and until his successor has been elected and qualified. Each
director with the exception of Mr. Bero and Mr. LeCalsey has served on the Board
of Directors since Tufco's inception in February 1992. Mr. Bero was elected to
the Board in 1994 and Mr. LeCalsey was elected in 1996. Executive officers of
the Company are elected by the Board of Directors and serve at the discretion of
the Board. There are no family relationships between any executive officers or
directors of the Company.

EXECUTIVE OFFICERS, DIRECTORS, AND KEY EMPLOYEES

     Louis LeCalsey, III--Mr. LeCalsey assumed the positions of President and
Chief Executive Officer of Tufco in September 1996. Previously he was President
of Tufco Industries, Inc. since April 1996 and prior to that he served as Vice
President of Worldwide Logistics for Scott Paper Company, the culmination of a
20-year career with Scott in various leadership positions.

     Gregory L. Wilemon--Mr. Wilemon has been Chief Financial Officer since
September 18, 1995 and was appointed Secretary/Treasury by the board effective
November 12, 1995 and Chief Operating Officer in September 1996. Mr. Wilemon had
been Chief Operating Officer at Executive Roll Manufacturing from 1991 until May
of 1993. From 1993 until he rejoined the Company, Mr. Wilemon was Vice President
of Finance at Great North American Companies. Prior to his earlier tenure with
the Company, Mr. Wilemon was a Senior Business Planner with PepsiCo from 1987 to
1991.

     Robert J. Simon--Mr. Simon has been Chairman of the Board of Directors of
Tufco since February 1992. Mr. Simon has been a senior managing director of
Bradford Ventures, Ltd., a private investment firm, since 1992 and a general
partner of Bradford Associates since 1989. Prior to that time, Mr. Simon held
the following positions with Bradford Ventures Ltd.: Managing Director from 1990
to 1992; Senior Vice President from 1987 to 1990, and Vice President from 1985
to 1987. Mr. Simon is Chairman of the Board of HoloPak Technologies, Inc., Adco
Technologies, Inc., and The Sunbelt Companies, Inc. and is also a director of
the C.R. Gibson Company, all of which are publicly held companies. Mr. Simon is
either Chairman of the Board or a director of Paramount Cards, Inc., Parmarco
Technologies, Inc., VSC Corporation, Overseas Equity Investors Ltd., Overseas
Private Investors Ltd., and several other privately held companies.



                                      -18-
<PAGE>   35

EXECUTIVE OFFICERS, DIRECTORS, AND KEY EMPLOYEES (CONTINUED)

     Samuel J. Bero--Mr. Bero had been President and Chief Executive Officer
from November 1993 until he retired in July 1995, Executive Vice President since
November 1992, and General Manager of Tufco since 1974, when he co-founded the
Predecessor with Mr. Garland and two other individuals. Mr. Bero has over 33
years of experience in the converting industry.

     Patrick J. Garland--Mr. Garland was the President of Tufco from 1974, when
he co-founded the Predecessor with Mr. Bero and two other individuals, until
November 1993. Mr. Garland retired from Tufco Industries in February 1994 when
his employment agreement expired. He continues to serve as a director of Tufco
Technologies, Inc. Mr. Garland has over 33 years of experience in the converting
industry.

     Robert E. Coghan--Mr. Coghan was the President and a director of HoloPak
Technologies, Inc., a manufacturer of holographic and hot stamp foils, from 1990
until his retirement in 1997. From 1979 to such time, Mr. Coghan was President
of Transfer Print Foils, Inc., which was acquired by HoloPak Technologies, Inc.
in January 1990.

     C. Hamilton Davison, Jr.--Mr. Davison has been the President and a director
of Paramount Cards, Inc., a manufacturer of greeting cards, since 1988. Prior to
that time, Mr. Davison was Vice President, International and Marketing of
Paramount Cards, Inc. since 1986. Mr. Davison is also a director and serves on
the executive committee of the greeting card industry trade association and is a
Director on the Board of Valley Resources.

     Edward A. Leinss--Mr. Leinss has been President and Chief Executive Officer
of Ahlstrom Filtration, Inc., a manufacturer of filtration media, since 1989 and
of its predecessor, Filtration Sciences, Inc., from 1981 to 1989.

     William J. Malooly--Mr. Malooly has been the Chairman and Chief Executive
Officer of Bank One, Green Bay since 1977.

COMPLIANCE WITH SECTION 16 (A) OF THE SECURITIES EXCHANGE ACT

The information called for by Item 10 with respect to compliance with Section 16
(a) of the Securities Exchange Act is incorporated by reference from the Proxy
Statement relating to the Company's annual meeting to be held in 1998 (the
"Proxy Statement"), which Proxy Statement is to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A within 120 days of the end of the
fiscal year covered by this report.

ITEM 11 - EXECUTIVE COMPENSATION

     The information called for by Item 11 is incorporated by reference from the
Proxy Statement.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information called for by Item 12 is incorporated by reference from the
Proxy Statement.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information called for by Item 13 is incorporated by reference from the
Proxy Statement.




                                      -19-
<PAGE>   36


                                     PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  1. Financial Statements. Financial statements are attached as Appendix to
        this report. The index to the financial statements is found on F-1 of 
        the Appendix.

(a)  2. Financial Statement Schedules. All schedules are omitted since the
        required information is not present or is not present in amounts 
        sufficient to require a submission of the schedules, or because the
        information required is included in the financial statements and notes
        thereto.

(a)  3. Exhibits. See Exhibit Index in part ( c), below.

(b)     The Company did not file any reports on Form 8-K during the quarter 
        ended September 30, 1997.

(c)      Exhibit
         Number            Description

          2.1       Stock Purchase Agreement dated as of November 12, 1997 by
                    and among Tufco Technologies, Inc.  Charles Cobaugh and
                    James Barnes (filed as exhibit 2.1 to the Company's Form 8-K
                    dated November 13, 1997) Filed with the commission on
                    November 26, 1997 (file number 0-21018), incorporated by
                    reference herein.
      
          3.1       Restated Certificate of Incorporation (1) (Exhibit 3.1)

          3.2       Bylaws (1) (Exhibit 3.2)

          10.1      Stock Purchase and Contribution Agreement, dated as of
                    February 25, 1992, among the Company, Tufco Industries, Inc.
                    ("Tufco"), and the Stockholders of Tufco. (1) (Exhibit 10.1)

          10.2      Amended and Restated Consulting Agreement with Bradford
                    Investment Partners, L.P. (3) (Exhibit 10)

          10.3      Loan Agreement, dated May 1, 1992, between the Village of
                    Ashwaubenon, Wisconsin, and the Company. (1) (Exhibit 10.11)

          10.4      1992 Non-Qualified Stock Option Plan (1) (Exhibit 10.12)

          10.5      Form of Employee Stock Purchase Agreement between the
                    Company and certain key employees of the Company. (1)
                    (Exhibit 10.17)

          10.6      1993 Non-Employee Director Stock Option Plan. (2) (Exhibit
                    10.19)

          10.7      Amendment to Loan Agreement dated as of March 29, 1995
                    between Bank One, Green Bay; Tufco Industries, Inc.; and
                    Executive Converting Corporation. (3)

          10.8      Amendment to Loan Agreement dated as of May 18, 1995 between
                    Bank One, Green Bay; Tufco Industries, Inc.; and Executive
                    Converting Corporation. (4) (Exhibit 6(a))

          10.10     Loan Agreement, dated August 22, 1995, between Tufco
                    Industries, Inc., Executive Converting Corporation, Hamco
                    Industries, Inc., and Bank One, Green Bay. (5) (Exhibit 2.1)

          10.11* ** Amended Employment Agreement with Greg Wilemon, dated
                    September 18, 1995. 10.13 Lease Agreement, dated as of March
                    1, 1995, between Bero, Garland, Gebhardt and McClure, a
                    Wisconsin partnership, and Tufco.

          10.14     Stock Option Plan for Carl B. Francis dated April 21, 1995.
                    (6) (Exhibit 10.14)

          10.15*    Lease Agreement dated as of April 1, 1996, between Bero,
                    Garland, Gebhardt and McClure, a Wisconsin partnership, and
                    Tufco.

          10.16*    Amendment to Loan Agreement dated August 22, 1995, between
                    Tufco Industries, Inc., Executive Converting Corporation,
                    Hamco Industries, Inc. and Bank One, Green Bay.

          10.17*    Separation Agreement dated October 1, 1996 between Carl B.
                    Francis and Tufco Technologies, Inc.

          10.18* ** Employment Agreement with Louis LeCalsey, III dated
                    September 19, 1996.

          10.19     Second Amended and Restated Loan Agreement dated as of
                    November 13, 1997 by and between Bank One, Wisconsin and
                    Tufco, L.P. (filed as Exhibit 99.1 to the Company's Form 8-K
                    dated November 13, 1997) Filed with the Commission on
                    November 26, 1997 (file number 0-21018), incorporated by
                    reference herein.
        
          10.20     Term Note dated November 13, 1997 in the original principal
                    amount of $5,250,000 with Tufco, L.P. as Maker and Bank One,
                    Wisconsin as payee (filed as Exhibit 99.2 to the Company's
                    Form 8-K dated November 13, 1997) Filed with the Commission
                    on November 26, 1997 (file number 0-21018), incorporated by
                    reference herein.               
  
          21.1      Subsidiaries of the Company.

          23.1*     Independent Auditor's Report of Wipfli Ullrich Bertelson on
                    the fiscal 1995 consolidated financial statements.

          27.1*     Financial Data Schedule

       




                                      -20-
<PAGE>   37

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

     *    Filed Herewith

     **   Management Contract or Compensatory Plan

     (1)  Incorporated by reference to the Company's Registration Statement on
          Form S-1 (Reg. No. 33-55828) (the "Registration Statement") as filed
          with the Commission on December 16, 1992.

     (2)  Incorporated by reference to Amendment No. 1 to the Registration
          Statement as filed with the Commission on November 23, 1993.

     (3)  Incorporated by reference to the Company's Quarterly Report on Form
          10-Q for the quarterly period ended March 31, 1995.

     (4)  As well as those factors discussed in the section entitled Business in
          this report, other factors. (5) Incorporated by reference to the
          Company's Current Report on Form 8-K dated August 23, 1995. (6)
          Incorporated by reference to the Company's Annual Report on Form 10-K
          for the period ended September 30, 1995.

(b)  Form 8-K was filed by the registrant August 23, 1995.

(c)  See (a)(3) above for the list of exhibits required to be filed as part of
     the Annual Report on Form 10-K.




                                      -21-
<PAGE>   38

                                   SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) 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, in Green Bay,
Wisconsin, on December 19, 1997.

                                     Tufco Technologies, Inc.



                                     By: /s/ Louis LeCalsey, III
                                        ---------------------------------------
                                         Louis LeCalsey, III
                                         President and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated.


<TABLE>
<CAPTION>
        Signature                                     Title                          Date
        ---------                                     -----                          ----
<S>                                      <C>                                   <C> 
/s/ Louis LeCalsey, III                   President, Chief Executive Officer    December 19, 1997
------------------------------            and Director (Principal Executive 
Louis LeCalsey, III                       Officer)                           
                                          

/s/ Robert J. Simon                       Chairman of the Board                 December 19, 1997
------------------------------
Robert J. Simon


/s/ Gregory L. Wilemon                    Chief Financial Officer, Chief        December 19, 1997
------------------------------            Operating Officer and Secretary
Gregory L. Wilemon                        (Principal Financial and
                                          Accounting Officer)

/s/ Samuel J. Bero                        Director                              December 19, 1997
------------------------------
Samuel J. Bero


/s/ Patrick J. Garland                    Director                              December 19, 1997
------------------------------        
Patrick J. Garland


/s/ Robert E. Coghan                      Director                              December 19, 1997
------------------------------
Robert E. Coghan


/s/ C. Hamilton Davison Jr.               Director                              December 19, 1997
------------------------------  
C. Hamilton Davison, Jr.


/s/ Edward A. Leinss                      Director                              December 19, 1997
------------------------------
Edward A. Leinss


/s/ William J. Malooly                    Director                              December 19, 1997
------------------------------ 
William J. Malooly

</TABLE>



                                      -22-
<PAGE>   39

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
        Exhibit
         Number            Description
         ------            -----------
<S>                 <C>

          2.1       Stock Purchase Agreement dated as of November 12, 1997 by
                    and among Tufco Technologies, Inc.  Charles Cobaugh and
                    James Barnes (filed as exhibit 2.1 to the Company's Form 8-K
                    dated November 13, 1997) Filed with the commission on
                    November 26, 1997 (file number 0-21018), incorporated by
                    reference herein.

          3.1       Restated Certificate of Incorporation (1) (Exhibit 3.1)

          3.2       Bylaws (1) (Exhibit 3.2)

          10.1      Stock Purchase and Contribution Agreement, dated as of
                    February 25, 1992, among the Company, Tufco Industries, Inc.
                    ("Tufco"), and the Stockholders of Tufco. (1) (Exhibit 10.1)

          10.2      Amended and Restated Consulting Agreement with Bradford
                    Investment Partners, L.P. (3) (Exhibit 10)

          10.3      Loan Agreement, dated May 1, 1992, between the Village of
                    Ashwaubenon, Wisconsin, and the Company. (1) (Exhibit 10.11)

          10.4      1992 Non-Qualified Stock Option Plan (1) (Exhibit 10.12)

          10.5      Form of Employee Stock Purchase Agreement between the
                    Company and certain key employees of the Company. (1)
                    (Exhibit 10.17)

          10.6      1993 Non-Employee Director Stock Option Plan. (2) (Exhibit
                    10.19)

          10.7      Amendment to Loan Agreement dated as of March 29, 1995
                    between Bank One, Green Bay; Tufco Industries, Inc.; and
                    Executive Converting Corporation. (3)

          10.8      Amendment to Loan Agreement dated as of May 18, 1995 between
                    Bank One, Green Bay; Tufco Industries, Inc.; and Executive
                    Converting Corporation. (4) (Exhibit 6(a))

          10.10     Loan Agreement, dated August 22, 1995, between Tufco
                    Industries, Inc., Executive Converting Corporation, Hamco
                    Industries, Inc., and Bank One, Green Bay. (5) (Exhibit 2.1)

          10.11* ** Amended Employment Agreement with Greg Wilemon, dated
                    September 18, 1995. 10.13 Lease Agreement, dated as of March
                    1, 1995, between Bero, Garland, Gebhardt and McClure, a
                    Wisconsin partnership, and Tufco.

          10.14     Stock Option Plan for Carl B. Francis dated April 21, 1995.
                    (6) (Exhibit 10.14)

          10.15*    Lease Agreement dated as of April 1, 1996, between Bero,
                    Garland, Gebhardt and McClure, a Wisconsin partnership, and
                    Tufco.

          10.16*    Amendment to Loan Agreement dated August 22, 1995, between
                    Tufco Industries, Inc., Executive Converting Corporation,
                    Hamco Industries, Inc. and Bank One, Green Bay.

          10.17*    Separation Agreement dated October 1, 1996 between Carl B.
                    Francis and Tufco Technologies, Inc.

          10.18* ** Employment Agreement with Louis LeCalsey, III dated
                    September 19, 1996.

          10.19     Second Amended and Restated Loan Agreement dated as of
                    November 13, 1997 by and between Bank One, Wisconsin and
                    Tufco, L.P. (filed as Exhibit 99.1 to the Company's Form 8-K
                    dated November 13, 1997) Filed with the Commission on
                    November 26, 1997 (file number 0-21018), incorporated by
                    reference herein.

          10.20     Term Note dated November 13, 1997 in the original principal
                    amount of $5,250,000 with Tufco, L.P. as Maker and Bank One,
                    Wisconsin as payee (filed as Exhibit 99.2 to the Company's
                    Form 8-K dated November 13, 1997) Filed with the Commission
                    on November 26, 1997 (file number 0-21018), incorporated by
                    reference herein. 

          21.1*     Subsidiaries of the Company.

          23.1*     Independent Auditor's Report of Wipfli Ullrich Bertelson on
                    the fiscal 1995 consolidated financial statements.

          27.1*     Financial Data Schedule

          27.2*     8-K filed November 26, 1997.

</TABLE>

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

     *    Filed Herewith

     **   Management Contract or Compensatory Plan

     (1)  Incorporated by reference to the Company's Registration Statement on
          Form S-1 (Reg. No. 33-55828) (the "Registration Statement") as filed
          with the Commission on December 16, 1992.

     (2)  Incorporated by reference to Amendment No. 1 to the Registration
          Statement as filed with the Commission on November 23, 1993.

     (3)  Incorporated by reference to the Company's Quarterly Report on Form
          10-Q for the quarterly period ended March 31, 1995.

     (4)  As well as those factors discussed in the section entitled Business in
          this report, other factors. (5) Incorporated by reference to the
          Company's Current Report on Form 8-K dated August 23, 1995. (6)
          Incorporated by reference to the Company's Annual Report on Form 10-K
          for the period ended September 30, 1995.