<PAGE>
                       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, 2001. Commission file number 0-21018.
                           ------------------- -------------------------------

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

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

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

                                 (972) 789-1079
                                 --------------
                         (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. [X]

The aggregate market value of the Common Stock of Tufco Technologies, Inc. held
by non-affiliates, as of December 24, 2001, was approximately $12,958,062. 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 24, 2001. 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 24, 2001 was 4,627,844.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement for its Annual Meeting
of Stockholders to be held in 2002 are incorporated by reference into Part III
of this report.


                                       1
<PAGE>

                                     PART I

ITEM 1 - BUSINESS

GENERAL

         Tufco Technologies, Inc. ("Tufco" or the "Company") provides
diversified contract manufacturing and specialty printing services, manufactures
and distributes business imaging paper products, and distributes paint sundry
products used in home improvement projects. Since 1992 and until its
organizational restructuring on February 7, 1997, the Company operated as three
wholly owned subsidiaries, Tufco Industries, Inc., Executive Converting
Corporation ("ECC") and Hamco Industries, Inc. ("Hamco"). 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 $0.01 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 in
cash and 127,778 shares of Common Stock. On August 23, 1995, the Company
acquired, through Hamco, substantially all of the assets of Hamco, Inc. for
approximately $12.9 million net 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., ECC and Hamco were
transferred to Tufco, L.P., a Nevada limited partnership, in which Tufco Tech,
Inc. is the sole managing general partner and is wholly owned by the Company. On
November 13, 1997 the Company purchased all of the outstanding common stock of
Foremost Manufacturing Company, Inc. for $5.9 million in cash and 25,907 shares
of Common Stock.

         Tufco offers a wide array of contract manufacturing services including
thermal laminating, coating, folding, precision slitting and rewinding,
precision sheeting and custom 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 wide range of printed and unprinted
business imaging paper products for a variety of business needs, and the
Company's Paint Sundry 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 provider of contract manufacturing
and specialty printing services, and supplier of value-added custom paper
products, and the Company believes that 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.

PRODUCTS AND SERVICES

         The Company markets its products and services through three market
sectors: Contract Manufacturing services, Business Imaging paper products, and
Paint Sundry products. Until its exit from the market place in June of 1999, the
Company also produced and distributed a line of Away-From-Home tissue and towel
products. Tufco conducts operations from four manufacturing and distribution
locations in Green Bay, Wisconsin, Manning, South Carolina, Dallas, Texas, and
Newton, North Carolina. Until April 2001, the company had a manufacturing and
distribution operation in St. Louis, Missouri. The company continues to maintain
a sales office in St Louis, Missouri.

Contract Manufacturing Market Sector

         Tufco Technologies has contract manufacturing capability at three
locations: Green Bay, Wisconsin, Dallas, Texas and Newton, North Carolina.



                                       2
<PAGE>

Contract Manufacturing Market Sector (continued)

         The Company's capabilities at its Green Bay facilities include custom
packaging, coating, cutting, folding, thermal and adhesive laminating, embossed
bonding, slitting and rewinding. These facilities custom convert a wide array of
materials, including polyethylene films, non-woven materials (coated and
uncoated), paper, and tissue. Products include household cleaning wipes, facial
wipes, various health care products, reinforced towels (towels with a
polyethylene or polypropylene mesh to provide strength and durability), adult
hygiene components and polyethylene and paper dropcloths. The Company has
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 and poly tablecovers, food and gift-wraps, flexible
packaging, adult hygiene components, and printed release liners. The cornerstone
of the Company's printing operation is its fully automated, state-of-the-art
Windmoeller & Hoelscher (W&H) Astraflex printing press which has the capability
to print up to 62 inches in width at speeds up to 1500 feet per minute.

         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, video plate making,
layout, 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, films and foils. The Company utilizes four wide-web
presses of various sizes, three of which are capable of six-color printing with
the new W&H press at eight colors. 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 62 inches.
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 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,
inkjet papers, polyester films, and coated products.

         The Dallas facility's contract manufacturing 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 capabilities 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.



                                       3
<PAGE>

Contract Manufacturing Market Sector (continued)

         The Company's Newton facility has 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 color. All of
the rolls can be printed on one side or both, providing the customer with
advertising, promotional or security features.

         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.

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. In the Business Imaging sector the
Company has two primary components, one of which markets engineering and data
processing papers from its Dallas plant. The other component primarily markets
printed and unprinted point of sale and automatic teller machine papers from the
Company's Newton plant.

Paint Sundry Market Sector

         The Company's Manning facility manufactures and distributes 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, painters' apparel, 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 and shop
towels 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. In April of 2001, the Company completed its consolidation of its St.
Louis, Missouri operations into the expanded Manning, South Carolina plant.

 Away-From-Home Market Sector

         Until June of 1999, the Company produced and distributed its own line
of tissues, towels and wipes for use in public washrooms. Additionally, the
Company provided converting services for large manufacturers in the
Away-From-Home (AFH) market place. In fiscal 1999, Company management chose to
exit the AFH market due to intense price competition and due to the lack of
strategic emphasis which management placed on that market. On June 28, 1999, the
Company sold all of the fixed assets and inventory related to the AFH product
line to a company located in Green Bay, Wisconsin.

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



                                       4
<PAGE>

MANUFACTURING AND OPERATIONS (CONTINUED)

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 Contract Manufacturing 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. In most cases the
customers of the Contract Manufacturing sector provide the base material used in
the product. 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 three
years, the Company spent over $12 million on capital expenditures at its five
locations. Through the Company's expenditures on new equipment, it has increased
both its manufacturing capacity and the range of its capabilities. Principal
capital additions include equipment which has expanded the Company's custom
folding and packaging capabilities, and presses which have enabled the Company
to print poly-laminate and thermal coated substrates. The Company has also
expanded and modernized its roll-to-roll winding capacity. The Company believes
it has sufficient capacity to meet its growth expectations.

         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 eight 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 markets its products and services nationally through its 30
full-time sales and service employees and 114 manufacturer's representatives and
distributors. The Company's sales and service personnel are compensated with 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 through cooperative advertising
arrangements with its suppliers and customers.

         Prior to fiscal 1999, customers generally purchased the Company's goods
and services under project-specific purchase orders rather than long-term
contracts; however, beginning in fiscal 1998, management shifted its strategic
focus in Contract Manufacturing away from overflow converting towards
longer-term cooperative manufacturing projects which usually include
multi-year contracts. The Company reached agreements with several companies
including Procter & Gamble Manufacturing, Amoco Fabrics and Fibers, and Amscan,
Inc. for specialized contract converting services focused on printing, coating,
cutting, folding, and packing. 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;
however, such seasonal fluctuations are diminishing as the Company shifts its
emphasis to longer-term manufacturing agreements.

         The Company's customer base consists of approximately 1,000 companies,
including large consumer products companies, dealers and distributors of
business imaging papers, and resellers of paint sundry products. In fiscal 2001,
two customers, both Fortune 500 companies, accounted for more than 10% of
consolidated sales each. A Paint Sundry customer accounted for 16%, and a
Contract Manufacturing customer accounted for 30%, of fiscal 2001 net sales.
Sales are generally made on a credit basis within



                                       5
<PAGE>

SALES AND MARKETING (CONTINUED)

limits set by the Company's executive management. The Company generally requires
payment to be made within 30 days following shipment of goods or completion of
services.

COMPETITION

         The Company believes the primary areas of competition for its goods and
services are quality, production capacity and capability, capacity for prompt
and consistent delivery, service, continuing relationships and price. 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 the Company's Contract Manufacturing 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 Contract Manufacturing 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 Contract Manufacturing and specialty printing lines. In Business Imaging
Products, raw materials are inexpensive and readily available, and converting
equipment is easily purchased. As a result, competition for Business Imaging
customers is very strong, primarily from small regional suppliers and a few
large national companies. Based on management's assessment of the market, no
single firm offers the breadth of products offered by Tufco on a national basis.
There is strong domestic competition and a modest amount of foreign competition
in the manufacturing and Paint Sundry products.

         Historically, the Company has been subject to surges and declines in
sales due to the short-term nature of its converting projects with large
integrated paper products companies. Since the Company began emphasizing
longer-term contractual arrangements, management believes that it is now better
able to anticipate fluctuations in sales. However, volume requirements in
Contract Manufacturing arrangements are ultimately controlled by the Company's
customers, and a certain amount of short-term fluctuation is expected.

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.




                                       6
<PAGE>

PRODUCT DEVELOPMENT AND QUALITY CONTROL (CONTINUED)

         The Company maintains multiple quality control laboratories that
constantly monitor 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 and Dallas facilities to ensure that adequate quality control
practices are in place at all times. In fiscal 2000, the Company achieved ISO
9002 certification for its Green Bay facility. ISO, which stands for "same" in
Greek, is the standard issued by the International Organization of
Standardization, to promote the development of international standards and
facilitate the exchange of goods and services worldwide. In fiscal 2001 the
Green Bay facility achieved ISO 9001:2000. 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
believes that it has excellent relationships with its primary suppliers, and the
Company has not experienced difficulties in obtaining raw materials during the
last five years. 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 three 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 generally successful in
eventually 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.

ENVIRONMENTAL MATTERS

         The Company is subject to various 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.




                                       7
<PAGE>

EMPLOYEES

         At September 30, 2001, the Company had approximately 562 employees, of
whom 294 were employed at its Green Bay facility, 136 at its Manning facility,
59 at its Dallas facility (including 18 corporate support), 68 at its Newton
facility and 5 at its St. Louis sales office. The Company has a non-union
workforce and believes that its relationship with its employees is good.

WORKING CAPITAL

         Information regarding the Company's working capital position and
practices is set forth in Item 7 of this Form 10-K under the caption "Liquidity
and Capital Resources".

         Financial information for the Contract Manufacturing services, Business
Imaging paper products, and Paint Sundries products sectors is set forth in Note
13 to the Consolidated Financial Statements included in Item 8 herein.

ITEM 2 - PROPERTIES

         The Company's main production and distribution facilities for Contract
Manufacturing and specialty printing are located in Green Bay, Wisconsin. The
220,000 square foot facility (of which approximately 15,000 square feet are used
for offices) was built in stages from 1980 to 2000 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
Contract Manufacturing, warehousing, and distribution operations. This facility
is leased from a partnership of which Samuel Bero, a director of the Company, is
one 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 Manning, 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 to renew the lease and that 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.
In March of fiscal 2001, the Company completed a 55,000 square foot expansion of
the Manning, South Carolina facility. In April of fiscal 2001, the Company
consolidated its St. Louis Paint Sundry operations into the expanded Manning
building. The Company also owns a 42,000 square foot facility in Manning, South
Carolina which is not used in operations. In fiscal 1998, the Company decreased
its carrying value of this facility.

         The Company, through April of fiscal 2001, leased a 60,000 square foot
building in St. Louis, Missouri from the former owners of Foremost Manufacturing
Company in which it packages and distributes paint sundry products. This lease
was vacated as the Manning consolidation was completed.




                                       8
<PAGE>

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.

THE EXECUTIVE OFFICERS OF THE COMPANY

<Table>
<Caption>

Name                                     Age      Positions With the Company
----                                     ---      --------------------------
<S>                                      <C>      <C>
Louis LeCalsey, III                      62       Director, President and Chief Executive Officer
Drew W. Cook (1)                         39       Interim Chief Financial Officer, Chief Accounting
                                                  Officer, Corporate Controller
Robert J. Simon                          43       Chairman of the Board of Directors
</Table>

----------

         (1)      Mr. Cook replaced Greg Wilemon as acting Chief Financial
                  Officer on December 19, 2001.

         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 of the Company.

EXECUTIVE OFFICERS

         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 23-year career with Scott in various leadership positions. Mr.
LeCalsey serves as a director for TriMark USA, Inc., as well as a member of the
Advisory group for Bradford Equities Fund L.P.

         Drew W. Cook--Mr. Cook has been Corporate Controller since January 1,
1997, and Chief Accounting Officer and Interim Chief Financial Officer since
December 19, 2001. Previously, Mr. Cook was Controller at the Company's Newton
plant from September 1995 to December 1997 and served in various positions with
Medipack Management Corporation from October 1987 to September 1995, as
Assistant Vice President and Controller from 1992 to 1995 and Controller from
1989 to 1992.

         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, having started at the firm in 1984.
Mr. Simon is either Chairman of the Board or a director of Wolverine Brass,
Parmarco Technologies, Inc., TriMark USA, Inc., Mexican Accent, Inc., Overseas
Equity Investors Ltd., Overseas Private Investors Ltd., and Overseas Callander
Fund, Ltd. and several other privately held companies.



                                       9
<PAGE>

                                     PART II

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

         Since the Company's initial public offering of Common Stock 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 2000:

                  Quarter ended December 31, 1999             $10.500           $7.000           $10.375

                  Quarter ended March 31, 2000                $12.000           $8.375           $ 9.500

                  Quarter ended June 30, 2000                 $11.000           $8.625           $10.000

                  Quarter ended September 30, 2000            $10.250           $8.750           $10.125

         Fiscal 2001:

                  Quarter ended December 31, 2000             $10.125           $6.000           $ 7.000

                  Quarter ended March 31, 2001                $ 8.750           $5.250           $ 7.625

                  Quarter ended June 30, 2001                 $ 9.600           $6.000           $ 9.000

                  Quarter ended September 30, 2001            $ 9.000           $6.150           $ 7.500
</Table>

         As of December 24, 2001, there were approximately 108 holders of record
of the Common Stock. On December 24, 2001, the last reported sale price of the
Common Stock as reported on the NASDAQ National Market was $7.75 per share.

         The Company has never paid dividends on its Common Stock. All of the
Company's outstanding 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.



                                       10
<PAGE>




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

<Table>
<Caption>
                                                                              Years Ended September 30,
                                                  --------------------------------------------------------------------------------
                                                      2001             2000             1999            1998(1)           1997
                                                  ------------     ------------     ------------     ------------     ------------
<S>                                               <C>              <C>              <C>              <C>              <C>
STATEMENT OF OPERATIONS DATA:
   Net sales .................................    $     82,127     $     78,952     $     76,331     $     76,973     $     65,750
   Cost of sales .............................          71,742           68,041           63,225           65,903           53,835
                                                  ------------     ------------     ------------     ------------     ------------

   Gross profit ..............................          10,385           10,911           13,106           11,070           11,915
   Selling, general, and
    administrative expenses ..................           6,770            7,107            7,710            8,128            6,721
   Amortization  of goodwill .................             597              607              617              558              381
   Facility closing cost .....................              --              831               --               --               --
   Employee severance cost ...................              10              660               --              142               --
   Property write-downs ......................              --               74               --              250               --
   Gain (loss) on asset sales ................             147              327            1,048              (37)             101
                                                  ------------     ------------     ------------     ------------     ------------


   Operating income ..........................           3,155            1,959            5,827            1,955            4,914
   Interest expense ..........................            (960)            (974)          (1,086)          (1,177)            (889)
   Interest and other income .................             277               35               40               66              266
                                                  ------------     ------------     ------------     ------------     ------------

   Income before Income taxes
    and extraordinary item ...................           2,472            1,020            4,781              844            4,291
   Income tax expense ........................           1,047              493            1,803              452            1,638
                                                  ------------     ------------     ------------     ------------     ------------


   Income before extraordinary item ..........           1,425              527            2,978              392            2,653
   Extraordinary item-loss from early
    repayment of debt, net of income
    tax benefit of $32 .......................              --               --               --               62               --
                                                  ------------     ------------     ------------     ------------     ------------

   Net income ................................    $      1,425     $        527     $      2,978     $        330     $      2,653
                                                  ============     ============     ============     ============     ============

   Earnings per share:
     Income before extraordinary item
          Basic ..............................    $        .31     $        .12     $        .67     $        .09     $        .61
          Diluted ............................    $        .31     $        .11     $        .67     $        .09     $        .60
     Net income
          Basic ..............................    $        .31     $        .12     $        .67     $        .07     $        .61
          Diluted ............................    $        .31     $        .11     $        .67     $        .07     $        .60

   Weighted average common shares outstanding:
          Basic ..............................           4,614            4,499            4,419            4,420            4,384
          Diluted ............................           4,642            4,622            4,475            4,518            4,448

OTHER DATA:
   Depreciation and
    amortization (2) .........................    $      3,624     $      3,535     $      3,090     $      2,605     $      2,363
   Capital expenditures ......................    $      2,071     $      7,073     $      3,130     $      2,629     $      3,234

BALANCE SHEET DATA (AT SEPTEMBER 30):
   Working capital ...........................    $      6,692     $     11,952     $     13,934     $     12,630     $     10,225
   Total assets ..............................          58,944           62,133           59,081           58,767           49,045
   Total-current and long-term debt ..........          12,460           13,107           14,530           17,697           10,498
   Stockholders' equity ......................          38,054           36,579           35,246           32,250           31,368
</Table>


                                    FOOTNOTES


         (1)      Includes Foremost Manufacturing Company since its acquisition
                  in November 1997.

         (2)      Includes depreciation and amortization of goodwill and other
                  assets.



                                       11
<PAGE>

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

FORWARD LOOKING STATEMENTS

         Management's discussion of the Company's 2001 fiscal year in comparison
to fiscal 2000, contains forward-looking statements regarding current
expectations, risks and uncertainties for 2002 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, the
general economic and business conditions affecting the contract manufacturing,
specialty printing services, imaging paper products and paint sundry products
industries, 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 performs contract manufacturing and specialty printing services,
manufactures and distributes business imaging paper products and paint sundry
products. The Company's strategy is to provide services, 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 contract
manufacturing 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 folding, packaging,
coating, slitting and rewinding, sheeting, multi-color printing and laminating.

RESULTS OF OPERATIONS

         The following discussion relates to the financial statements of the
Company for the fiscal year ended September 30, 2001 ("current year" or "fiscal
2001"), in comparison to the fiscal year ended September 30, 2000 ("prior year"
or "fiscal 2000"), as well as the fiscal year ended September 30, 1999 ("fiscal
1999").



                                       12
<PAGE>

RESULTS OF OPERATIONS (CONTINUED)

         The following table sets forth, for the fiscal 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
                                         -----------------------------------       -----------------------
                                                                                    2000 TO       1999 TO
                                           2001          2000          1999          2001          2000
                                         ---------     ---------     ---------     ---------     ---------
<S>                                      <C>           <C>           <C>           <C>           <C>
Net sales ............................       100.0%        100.0%        100.0%            4%            3%
Cost of sales ........................        87.4          86.2          82.8             5             8
                                         ---------     ---------     ---------
Gross margin .........................        12.6          13.8          17.2            (5)          (17)

Selling and administrative expenses ..         8.3           9.0          10.1            (5)           (8)
Amortization of goodwill .............         0.7           0.8           0.8            (2)           (2)
Facility closing cost ................          --           1.0            --            --            --
Employee severance cost ..............          --           0.8            --            --            --
Property write-downs .................          --           0.1            --            --            --
Gain on asset sales ..................         0.2           0.4           1.3           (55)          (69)
                                         ---------     ---------     ---------

         Operating income ............         3.8           2.5           7.6            61           (66)
Interest expense .....................        (1.2)         (1.2)         (1.4)           (1)          (10)
Interest and other income ............         0.4           0.0           0.1           691           (11)
                                         ---------     ---------     ---------
         Income before income taxes
            and extraordinary item ...         3.0           1.3           6.3           142           (79)
Income tax expense ...................         1.3           0.6           2.4           112           (73)
                                         ---------     ---------     ---------

Income before extraordinary item .....         1.7           0.7           3.9           171           (82)
Extraordinary item ...................          --            --            --            --            --
                                         ---------     ---------     ---------

Net income ...........................         1.7%          0.7%          3.9%          171%          (82)%
                                         =========     =========     =========     =========     =========
</Table>

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

<Table>
<Caption>

                                              2001                     2000                     1999
                                      ---------------------    ---------------------    ---------------------
                                                    % of                     % of                     % of
                                        Amount      Total       Amount       Total        Amount      Total
                                      ---------   ---------    ---------   ---------    ---------   ---------
                                                               (Dollars in millions)
         Net Sales
         ---------
<S>                                   <C>         <C>          <C>         <C>          <C>         <C>
Contract manufacturing and printing   $    40.7          50%   $    34.2          43%   $    26.0          34%
Business imaging paper products            20.8          25         25.9          33         24.9          33
Paint sundry products                      20.6          25         18.8          24         21.0          27
Away-from-home products                     0.0          --          0.0          --          4.4           6
                                      ---------   ---------    ---------   ---------    ---------   ---------

Net sales                             $    82.1         100%   $    78.9         100%   $    76.3         100%
                                      =========   =========    =========   =========    =========   =========
</Table>


<Table>
<Caption>

                                             Margin                    Margin                   Margin
                                        Amount        %          Amount        %          Amount        %
                                      ---------   ---------    ---------   ---------    ---------   ---------
         Gross Profit
         ------------
<S>                                   <C>         <C>          <C>         <C>          <C>         <C>
Contract manufacturing and printing   $     6.6          16%   $     7.1          21%   $     6.4          25%
Business imaging paper products             1.6           8          2.9          11          3.5          14
Paint sundry products                       2.2          11           .9           5          2.8          13
Away-from-home products                     0.0          --          0.0          --          0.4           9
                                      ---------   ---------    ---------   ---------    ---------   ---------

Gross profit                          $    10.4          13%   $    10.9          14%   $    13.1          17%
                                      =========   =========    =========   =========    =========   =========
</Table>



                                       13
<PAGE>

FISCAL YEAR ENDED SEPTEMBER 30, 2001 COMPARED TO SEPTEMBER 30, 2000

         NET SALES for fiscal 2001 increased $3.2 million or 4% primarily due to
increased sales in the Company's Contract Manufacturing sector, which increased
$6.5 million or 19% over the prior year. The increase in Contract Manufacturing
sales were the result of three new service agreements with a Fortune 500
consumer products company, under which the Company manufactured and packaged a
baby care product and two cleaning products. Unlike other agreements the Company
has with its Contract Manufacturing customers, the agreement for the baby care
product requires the Company to purchase the primary raw materials used in the
manufacturing process and pass through this raw material cost, plus a small
handling charge, to the customer in addition to the revenue from typical
manufacturing services. This arrangement results in higher sales but lower
effective margins. Manufacturing of the cleaning products began late in third
quarter of fiscal 2000 and reached a peak in the second and third quarter of
fiscal 2001. Sales of the baby care product began in the second quarter of the
current year. Offsetting these increases, Contract Manufacturing sales to a
large manufacturer of wide-format printers and copiers decreased during fiscal
2001 due to decisions by that customer's new management to reassess its
inventory stocking program. The Company's Business Imaging sales decreased $5.1
million or 20% during the current year as strong competition from numerous
suppliers continued to have a negative impact on sales volume in the sector,
especially in the engineering, data processing and contract sheeting products.
In addition, during fiscal 2001 the Company was unsuccessful in retaining
existing business including sales of receipt rolls to a large retail video
rental company and three large retail grocers, all of which were lost during
annual competitive bid processes. Sales in the Company's Paint Sundry sector
rose $1.8 million (9%) over the prior year, primarily due to increased sales to
a large do-it-yourself home center. In addition, during fiscal 2001, the Paint
Sundry sector was successful in launching two new product portfolios.

         GROSS PROFIT declined $0.5 million (5%) and margins declined to 12.6%
in fiscal 2001 from 13.8% in fiscal 2000. The largest factor contributing to the
decline in margins was the pass through of raw material costs in the new
Contract Manufacturing agreement to manufacture and package a baby care product
discussed earlier. Gross profit for Contract Manufacturing declined $0.6 million
or 8% from fiscal 2000 due to a decline in sales to a large manufacturer of
wide-format printers and copiers mentioned earlier. Gross profit in the Paint
Sundry sector increased $1.3 million or 158% increasing margins to 11% in the
current year. This was primarily due to the aforementioned increase in sales to
a large do-it-yourself home center and the consolidation of the Company's two
Paint Sundry plants. In April of fiscal 2001, the Company completed its
consolidation of its St Louis, Missouri operations into the expanded Manning,
South Carolina plant. Management believes that this consolidation will provide
almost $1 million in annual cost savings, most of which will help to increase
gross profit. Business Imaging sector gross margins decreased $1.3 million (44%)
during fiscal 2001. As discussed earlier, the Company's Business Imaging sales
decreased during fiscal 2001 due to loss of customers from strong competition in
the Company's engineering, contract sheeting and data processing product groups
and the loss of business as a result of competitive bid processes for sales
receipt business during fiscal 2001 and fiscal 2000.

         SELLING AND ADMINISTRATIVE EXPENSES for fiscal 2001 were down $0.3
million or 5%, compared to $7.1 million for 2000, primary due to reductions in
cost for outside professional services. Additionally telephone expenses were
down in fiscal 2001 from installation of communications hardware which reduced
long distance telephone costs and internal network communication costs.

         FACILITY CLOSING EXPENSE was a one-time charge in fiscal 2000
associated with the closing of the Company's St. Louis distribution facility and
the moving of the related inventory equipment and personnel to Manning.

         SEVERANCE EXPENSE was $0.7 million in fiscal 2000, and relates to
payments due to a former executive of the Company pursuant to an employment
agreement with an acquired company.



                                       14
<PAGE>

FISCAL YEAR ENDED SEPTEMBER 30, 2001 COMPARED TO SEPTEMBER 30, 2000 (CONTINUED)

         GAINS ON ASSET SALES were $0.1 million in fiscal 2001, compared to $0.3
million for 2000, resulting from the sale of certain under-utilized equipment in
the Green Bay facility.

         INTEREST AND OTHER INCOME increased $0.2 million due to the settlement
of a lawsuit under which the Company had been required to indemnify a related
party. The actual settlement was less than the liability previously accrued by
the Company resulting in this gain.

         INCOME TAXES were 42% of pre-tax earnings in fiscal 2001, compared to
48% for fiscal 2000. The decreased rate was the result of the impact that
certain non-deductible expenses, such as goodwill amortization, on the
relatively low level of pre-tax income in fiscal 2000.

         BASIC AND DILUTED EARNINGS PER SHARE were $0.31 for fiscal 2001
compared to $0.12 and $0.11, respectively, in fiscal 2000. Adjusted for the
after tax effects of the plant costing costs and executive severance, basic and
diluted earnings per share would have been $0.32 in fiscal 2000.

FISCAL YEAR ENDED SEPTEMBER 30, 2000 COMPARED TO SEPTEMBER 30, 1999

         NET SALES for fiscal 2000 increased $2.6 million or 3% primarily due to
increased sales of Contract Manufacturing and printing services, which increased
$8.2 million or 32% over the fiscal 1999. The increased contract manufacturing
sales were the result of two service agreements with a Fortune 500 consumer
products company, under which the Company manufactured and packaged a household
cleaning product and a facial wipe. Sales under these two agreements began in
the first quarter of fiscal 1999, and ended abruptly in the second quarter of
fiscal 2000. Based on customer forecasts, Company management had expected sales
under the larger of these two agreements to continue through July of fiscal
2000, and the early termination had a negative impact on gross profit margins in
the Contract Manufacturing sector. In addition to these two agreements, the
Company also began converting paper products for a large manufacturer of
wide-format printers and copiers. Volumes under this agreement are based on
month-to-month purchase orders placed by the customer, and monthly sales can
vary widely. Sales of the Company's Business Imaging paper products increased
$1.0 million (4%) due to a combination of increased selling prices and a smaller
increase in unit volume. Raw material costs increased an average of 19% for the
sector, and the Company passed on a portion of those costs to its customers
resulting in an increase in net sales. However, due to the frequency with which
paper costs increased, and to agreements with customers under which the Company
must provide advance notice of sales price increases, the Company was unable to
pass through all cost increases on a timely basis resulting in diminished gross
profit margins. Sales in the Company's Paint Sundry sector declined $2.2 million
(10%) due primarily to lower sales to a major national paint retailer, as that
customer chose to purchase its products from Asian suppliers beginning in
October of 1999. Finally, no sales of Away-From-Home (AFH) products were
recorded in fiscal 2000, compared to sales of $4.4 million in fiscal 1999. The
Company discontinued marketing AFH products in June of fiscal 1999, and sold the
assets previously used to support that sector. The manufacturing resources
previously used to support production of AFH inventory were reallocated to
support new Contract Manufacturing agreements which were in start-up phase at
the end of fiscal 2000.

         GROSS PROFIT declined $2.2 million (17%) and margins declined to 13.8%
in fiscal 2000 from 17.2% in fiscal 1999. Several factors contributed to the
decline. The most significant decline occurred in the Paint Sundry sector where
gross profit was down $1.9 million and margins declined from 13% in fiscal 1999
to 5% in fiscal 2000. As discussed earlier, the loss of a major customer
contributed heavily to the declining gross profit. In the fourth quarter of
fiscal 2000, management announced its intent to close its St. Louis facility and
consolidate all Paint Sundry operations into the Company's expanded Manning,
South Carolina plant. Gross profit from the sale of Business Imaging paper
products declined $0.6 million (17%) due to the aforementioned increases in raw
material costs which were not entirely passed through to customers. Finally,
gross profit from Contract Manufacturing services increased $0.7 million, though
the gross profit margin declined from 25% in fiscal 1999 to 21% in fiscal 2000.
As noted earlier, the


                                       15
<PAGE>

FISCAL YEAR ENDED SEPTEMBER 30, 2000 COMPARED TO SEPTEMBER 30, 1999 (CONTINUED)

Company's largest customer cancelled a major manufacturing agreement in the
second quarter of fiscal 2000, approximately five months ahead of the scheduled
termination date. The customer's internal production line was operational
earlier than planned, negating their need for Tufco's services. While the
Company had the right to impose financial penalties for the early termination,
management elected to waive those penalties in recognition of three new
manufacturing agreements which were under negotiation with this customer. The
Company was eventually awarded all three of the new production agreements. The
sudden decline in sales from the discontinued contract, combined with the high
costs for training and start-up which the Company incurred for the three new
agreements resulted in low gross profit margins in the third and fourth quarters
of fiscal 2000.

         SELLING AND ADMINISTRATIVE EXPENSES for fiscal 2000 were down $0.6
million or 8%, compared to $7.7 million in 1999, principally due to costs
eliminated from the discontinuance of the AFH sales and marketing sector.

         FACILITY CLOSING EXPENSE is a one-time charge associated with the
closing of the Company's St. Louis distribution facility and the moving of the
related inventory equipment and personnel to Manning.

         SEVERANCE EXPENSE was $0.7 million in fiscal 2000, and relates to
payments due to a former executive of the Company pursuant to an employment
agreement with an acquired company.

         GAINS ON ASSET SALES were $0.3 million in fiscal 2000, compared to $1.0
million in 1999, resulting from the sale of certain under-utilized printing
equipment in the Green Bay facility. In fiscal 1999, most of the $1.0 million
gain was the result of the sale of assets formerly used to support the AFH
business sector.

         INTEREST EXPENSE decreased $0.1 million due to lower average borrowings
during fiscal 2000.

         INCOME TAXES were 48% of pre-tax earnings in fiscal 2000, compared to
38% for fiscal 1999. The increased rate was the result of the impact that
certain non-deductible expenses, such as goodwill amortization, on the
relatively low level of pre-tax income.

         BASIC AND DILUTED EARNINGS PER SHARE were $0.12 and $0.11 respectively
in fiscal 2000. Adjusted for the after tax effects of the plant costing costs
and executive severance, basic and diluted earnings per share would have been
$0.32.







                                       16
<PAGE>


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 2001 (Dollars in thousands, except per share amounts)

<Table>
<Caption>

                                             First       Second       Third       Fourth
                                            Quarter      Quarter     Quarter     Quarter
                                            --------     --------    --------    --------
<S>                                         <C>          <C>         <C>         <C>
Net sales ..............................    $ 16,770     $ 21,858    $ 22,421    $ 21,078
Gross profit ...........................         528        3,359       3,436       3,062
Operating expenses .....................       1,671        1,859       1,836       1,864
Operating income (loss) ................      (1,143)       1,500       1,600       1,198
Income (loss) before income taxes ......      (1,349)       1,246       1,515       1,060
Income tax expense (benefit) ...........        (440)         477         585         425
Net income (loss) ......................        (909)         769         930         635
Earnings (loss) per share:
         Basic .........................        (.20)         .17         .20         .14
         Diluted .......................        (.20)         .17         .20         .14
</Table>

FISCAL 2000 (Dollars in thousands, except per share amounts)

<Table>
<Caption>

                                         First         Second           Third          Fourth
                                        Quarter        Quarter         Quarter         Quarter
                                     ------------    ------------    ------------    ------------
<S>                                  <C>             <C>             <C>             <C>
Net sales .......................    $     20,701    $     19,783    $     19,392    $     19,076
Gross profit ....................           3,654           3,417           2,038           1,802
Operating expenses ..............           1,822           2,082           1,545           3,503
Operating income (loss) .........           1,832           1,335             493          (1,701)
Income (loss) before income taxes           1,550           1,075             237          (1,842)
Income tax expense (benefit) ....             574             398             151            (630)
Net income (loss) ...............             976             677              86          (1,212)
Earnings (loss) per share:
         Basic ..................             .22             .15             .02            (.26)
         Diluted ................             .21             .15             .02            (.26)
</Table>

         In the fourth quarter of fiscal 2001, sales declined slightly as
compared to third quarter of fiscal 2001 especially in the Contract
Manufacturing sector where the Company's largest customer implemented a new
software, during which time the Company was not permitted to produce product for
this customer. Fourth quarter fiscal 2001 sales increased $2.0 million or 10%
from fourth quarter of fiscal 2000 mostly due to sales to a large do-it yourself
home center in the Paint Sundry sector. Gross profit increased $1.3 million
(70%) and margins rose to 15% from 9% in fourth quarter of fiscal 2001 compared
to fiscal 2000. The increase in gross profit was mostly a result of increased
sales in the Paint Sundry and Contract Manufacturing sectors mentioned earlier.
As noted in the fiscal 2000 full-year sales and gross profit discussion, the
Company's largest customer cancelled a major Contract Manufacturing agreement 5
months ahead of its scheduled termination. This cancellation, combined with high
start-up costs incurred for three new production agreements, resulted in lower
sales and gross profit in the third and fourth quarters of fiscal 2000 and first
quarter of fiscal 2001. Additionally, the company accrued approximately $1.5
million in total costs for executive severance and the closing of the St. Louis
distribution operation in the fourth quarter of fiscal 2000. These costs are
reflected in the operating expenses in the fourth quarter of fiscal 2000.



                                       17
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

         Cash flow from operations decreased to $2.2 million in fiscal 2001 from
$6.9 million in fiscal 2000. Cash generated from net income adjusted for
non-cash expenses and gains was $4.7 million compared to $4.1 million in the
prior year. In addition, accounts receivable were $1.6 million lower due to
payments received from the Company's largest customer. Offsetting these gains,
accounts payable decreased $3.6 million due to payments made on customer owned
equipment associated with the new production agreements, which were in start-up
phase, and to the timing of payment due dates relative to the last day of the
fiscal 2000. The Company has an arrangement with its largest customer whereby
the Company purchases and installs the customer's production equipment, and is
later reimbursed by the customer, and the balance of these payments due was $1.1
and $1.8 on the last day of fiscal 2001 and 2000 respectively. Inventories
increased $1.2 million in fiscal 2001 primarily due to the product launch of two
new products in the Paint Sundry sector during the fiscal year.

         Cash used in investing activities totaled $1.9 million in fiscal 2001
was related to cost to expand the Manning, South Carolina plant ($1.2 million)
and purchase and install production or office equipment. Cash used in investing
activities totaled $6.1 million in fiscal 2000 resulting from costs incurred to
expand the Company's Green Bay production facility and to purchase and install
production equipment. These expenditures were partially offset by proceeds from
the sale of under-utilized production equipment.

         Cash used in financing activities totaled $0.6 million and $0.6 million
in fiscal 2001 and fiscal 2000 respectively, resulting from the repayment of
long-term debt offset by cash received from the exercise of stock options.

         The Company's primary need for capital resources is to finance
inventories, accounts receivable, capital expenditures, and acquisitions. As of
September 30, 2001, the Company had no commitments for capital expenditures. The
company anticipates making capital expenditures in fiscal 2002 of approximately
$1.5 million and expects such amounts to be funded by cash from operations, bank
and other financing sources.

         On August 28, 1998, the Company entered into a syndicated financing
arrangement with First Union National Bank (First Union) and JP Morgan Chase
Bank (formally Chase Bank of Texas, N.A.) with First Union acting as agent.
Under the agreement, as amended in fiscal 2001, the Company had $3.7 million of
term debt at September 30, 2001, repayable in equal quarterly payments maturing
in May 2004, and up to $12.0 million under a revolving credit agreement through
June 2002. In fiscal 1998, the Company paid approximately $0.1 million to its
former lender to exit the prior credit agreement, principally in the form of
prepayment penalties on the early repayment of term debt. Simultaneous with the
refinancing, the Company entered into an interest rate swap arrangement with
First Union which had the effect of creating a fixed rate of interest on the
Company's term debt. As a result of this arrangement, the rate of interest on
the term debt is fixed at 5.87%, plus a profit spread for the syndicated banks
of between 100 and 150 basis points, depending on certain financial ratios
achieved by the Company. Management believes that this hedge arrangement creates
a desirable stability of future interest payments. At December 26, 2001, the
Company had approximately $10.2 million in total borrowings outstanding under
this agreement, with $5.0 million available under the revolving credit
agreement. Management believes its operating cash flow is adequate to service
its long-term obligations as of September 30, 2001, and any budgeted capital
expenditures. The Company's revolving credit agreement matures in June of 2002.
The Company has begun discussions with its principal lender to renew this
agreement and extend its maturity. Accordingly, the portion of the revolving
debt which matures June of 2002, is listed as current debt on the balance sheet.

         The credit facility is secured by substantially all of the Company's
assets and contains certain restrictive covenants, including minimum required
net worth, minimum required cash flow, maximum allowable indebtedness and
maximum allowable capital expenditures. At September 30, 2001 and 2000, the
Company was in compliance with all of its debt covenants under the credit
facility.



                                       18
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

         During the first quarter of fiscal 2000, the Company entered into a
lease to own and operate a Windmoeller and Hoelscher eight color flexographic
printing press. The lease is structured as an operating lease over ten years
with payments totaling approximately $0.5 million annually. The Company will
have the right to purchase the asset at varying points during the lease.

         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 pursuant to the credit facility.

         The Company's allowance for uncollectible accounts receivable was $0.5
million at December 26, 2001. Management believes that this allowance is
adequate to provide for losses inherent in its accounts receivable.

         Sharp increases or decreases in the costs of key commodities, such as
paper or polyethylene, periodically impact the Company's inventory values and
net income. This was the case in fiscal 2000 as rising paper costs had a
negative impact on the Company's profit. In fiscal years 2001 and 1999, the
impact of inflation was minimal on the Company's inventory and net income.
Management believes that the Company is generally successful in eventually
passing these fluctuations in raw material prices to its customers through
increases or decreases in the selling price of the Company's products, although
the timing of selling price increases may lag behind cost increases. Prior to
these periods, the impact of inflation has been minimal on the Company's
inventory and net income.

RECENTLY ISSUED ACCOUNTING STANDARDS

         SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities" became effective for the Company's year beginning October 1, 2000;
this Statement establishes standards for the valuation, classification and
accounting of derivative instruments. As discussed in note 6 to the financial
statements, accounting for the interest rate swap as a cash flow hedge under
SFAS 133 resulted in a charge of $76,075 which is reported in other
comprehensive income in fiscal 2001.

         SFAS 142, "Goodwill and Other Intangible Assets," which was issued by
the FASB in June 2001, includes requirements to test goodwill and
indefinite-lived intangible assets for impairment rather than amortize them.
Although not required until October 1, 2002, SFAS No. 142 will be adopted early
by the Company. Therefore, effective October 1, 2001, amortization of goodwill
($512,339, net of income tax effects, or $0.11 per diluted share in fiscal 2001)
will cease and recorded goodwill will be tested for impairment under the
requirements of SFAS No. 142. The Company plans to complete its initial
assessment before the Company reports the results of its first quarter of fiscal
2002. Based on its preliminary evaluation, the Company estimates that, in the
first quarter of fiscal 2002, a transitional goodwill impairment loss will be
recognized in the range of $6 to $10 million ($5 to $7 million, net of income
tax effects, or $1.08 to $1.51 per diluted share) related to the Business
Imaging sector and potentially to a lesser extent to the Paint Sundries sector.
These estimates may vary materially upon completion of the transitional goodwill
impairment test. The transitional goodwill impairment loss, which will be
presented as the cumulative effect of a change in accounting principle, is the
result of a change in the evaluation criteria and methodology for goodwill to
the approach stipulated in SFAS No. 142.

      SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," which was issued by the FASB in August 2001, is effective for fiscal
years beginning after December 15, 2001. SFAS 144 supersedes SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of." SFAS 144 provides a single method of accounting for long-lived
assets to be disposed of and retains requirements found in SFAS 121 with regard
to the impairment of long-lived assets. The Company is in the process of
evaluating the impact of the provisions of SFAS 144.



                                       19
<PAGE>

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Interest Rate Risk-In August 1998, the Company entered into an
interest rate swap contract as a hedge under which the interest rate on its term
debt under the credit facility is fixed at 5.87%, plus a profit spread for the
lender of between 100 and 150 basis points, depending on certain financial
ratios achieved by the Company (see Note 6 to the Company's Financial
Statements). At September 30, 2001, prevailing market interest rates were lower
than the fixed rate in the Company's swap agreement, and the Company would have
paid a premium of $124,713 to its lender if the debt under the swap were to have
been paid at that time. Prior to entering into the swap agreement, management
had reviewed the 40-year history of interest rates and had determined that the
Company's risk of liability resulting from a material decline in interest rates
over the life of the swap below the fixed level under the swap was not
significant.

         Foreign Currency Exchange Risk-The Company had no transactions in
foreign currencies, nor had it entered into any foreign currency futures
contracts as of September 30, 2001.

         Commodity Price Risk-The Company had not entered into any forward
buying agreements for the raw materials it uses to produce its goods and
services as of September 30, 2001. An assessment of the risks of short-term
commodity price fluctuations is set forth in Part I, Item 7 of this Form 10-K
under the caption "Raw Materials and Suppliers".

         Other Relevant Market Risks-The Company does not own any marketable
securities, and management is not aware of any other relevant market risks.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The Company's Consolidated Financial Statements are attached as an
Appendix to this report. In addition, Selected Quarterly Financial Data is set
forth in Item 7 of this Form 10-K under the caption "Selected Quarterly
Financial Data".

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

         None.



                                       20
<PAGE>
                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information to be included under the caption "Nominees" in the
Company's definitive proxy statement relating to the Company's annual meeting to
be held in 2002 (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. In addition, the
information called for by Item 10 with respect to Executive Officers is set
forth under Part I of this report.

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.

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.






                                       21
<PAGE>


                                     PART IV

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

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

         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.

         3.       Exhibits. See Exhibit Index in item 14 (c), below.

(b)           The Company did not file any reports on Form 8-K during the
              quarter ended September 30, 2001.

(c)      Exhibit
         Number            Description

           2.1        Stock Purchase Agreement dated as of November 12, 1997 by
                      and among Tufco Technologies, Inc. (the "Company"),
                      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       Amended Employment Agreement with Greg Wilemon, dated
                      September 18, 1995. (4) (Exhibit 10.11)

           10.8       Lease Agreement, dated as of March 1, 1995, between Bero,
                      Garland, Gebhardt and McClure, a Wisconsin partnership,
                      and Tufco. (4) (Exhibit 10.13)

           10.9       Lease Agreement dated as of April 1, 1996, between Bero,
                      Garland, Gebhardt and McClure, a Wisconsin partnership,
                      and Tufco. (5) (Exhibit 10.15)

           10.10      Employment Agreement with Louis LeCalsey, III dated
                      September 19, 1996. (5) (Exhibit 10.18)

           10.11      Credit Agreement among Tufco L.P. as Borrower, the Company
                      as the Parent First Union National Bank as agent and the
                      banks named herein dated August 28, 1998. (6)

           10.12      ISDA Master Agreement and Schedule to the Master Agreement
                      dated as of July 30, 1998 between First Union National
                      Bank and Tufco, L.P. (6)

           10.13      First Amendment to Credit Agreement. (6)

           10.14      Second Amendment to Credit Agreement. (7)

           21.1       Subsidiaries of the Company. (6)


                                       22
<PAGE>
           99.1       Employee Stock Purchase Agreement executed by Greg Wilemon
                      in favor of the Company dated September 30, 2000. (Exhibit
                      99.1)

----------
           *   Filed herewith

           (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)    Incorporated by reference to the Company's Annual Report on
                  Form 10-K for the period ended September 30, 1995.

           (5)    Incorporated by reference to the Company's Annual Report on
                  Form 10-K for the period ended September 30, 1997.

           (6)    Incorporated by reference to the Company's Annual Report on
                  Form 10-K for the period ended September 30, 1998.

           (7)    Incorporated by reference to the Company's Quarterly Report on
                  Form 10-Q for the quarterly period ended June 30, 2000.

(d)        See Item 14(a)(3) above for the list of exhibits required to be
           filed as part of the Annual Report on Form 10-K.




                                       23
<PAGE>

                                   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 27, 2001.

                                     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 27, 2001
-----------------------------------                 and Director (Principal Executive
Louis LeCalsey, III                                 Officer)

/s/ Robert J. Simon                                 Chairman of the Board                    December 27, 2001
-----------------------------------
Robert J. Simon


/s/ Drew W. Cook                                    Interim Chief Financial Officer,         December 27, 2001
-----------------------------------                 Chief Accounting  Officer,
Drew W. Cook                                        Corporate Controller

/s/ Samuel J. Bero                                  Director                                 December 27, 2001
-----------------------------------
Samuel J. Bero


/s/ C. Hamilton Davison Jr.                         Director                                 December 27, 2001
-----------------------------------
C. Hamilton Davison, Jr.


/s/ William J. Malooly                              Director                                 December 27, 2001
-----------------------------------
William J. Malooly


/s/ Seymour S. Preston, III                         Director                                 December 27, 2001
------------------------------------
Seymour S. Preston, III
</Table>


                                       24
<PAGE>


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, 2001 and 2000.............F-3

   Consolidated Statements of Income and Comprehensive Income
      for the Years Ended September 30, 2001, 2000, and 1999.................F-4

   Consolidated Statements of Stockholders' Equity
      for the Years Ended September 30, 2001, 2000, and 1999.................F-5

   Consolidated Statements of Cash Flows
      for the Years Ended September 30, 2001, 2000, and 1999.................F-6

   Notes to Consolidated Financial Statements................................F-7
</Table>



                                      F-1
<PAGE>

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 (the "Company") as of September 30, 2001 and
2000, and the related consolidated statements of income and comprehensive
income, stockholders' equity and cash flows for each of the three years in the
period ended September 30, 2001. 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.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 consolidated financial statements present fairly, in all
material respects, the financial position of Tufco Technologies, Inc. and
subsidiaries at September 30, 2001 and 2000, and the results of their operations
and their cash flows for each of the three years in the period ended September
30, 2001, in conformity with accounting principles generally accepted in the
United States of America.



/s/ Deloitte & Touche LLP

Dallas, Texas
December 4, 2001


                                      F-2
<PAGE>


TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2001 AND 2000
--------------------------------------------------------------------------------

<Table>
<Caption>
ASSETS
                                                                           2001              2000
<S>                                                                    <C>               <C>
CURRENT ASSETS:
   Cash and cash equivalents                                           $    521,453      $    930,388
   Restricted cash                                                           32,739            31,717
   Accounts receivable - net                                             11,231,668        12,697,187
   Inventories                                                            9,063,426         7,912,482
   Prepaid expenses and other current assets                                806,388           740,383
   Income taxes receivable                                                                    560,444
   Deferred income taxes                                                    633,729           796,174
                                                                       ------------      ------------

           Total current assets                                          22,289,403        23,668,775

PROPERTY, PLANT AND EQUIPMENT - Net                                      19,203,899        20,182,838

GOODWILL - Net                                                           16,745,213        17,341,724

OTHER ASSETS - Net                                                          705,951           939,811
                                                                       ------------      ------------

TOTAL                                                                  $ 58,944,466      $ 62,133,148
                                                                       ============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Current portion of long-term debt                                   $  9,271,432      $  1,771,432
   Accounts payable                                                       3,395,364         6,964,711
   Accrued payroll, vacation and payroll taxes                            1,347,706         1,544,867
   Other current liabilities                                              1,166,225         1,435,450
   Income taxes payable                                                     416,328
                                                                       ------------      ------------

           Total current liabilities                                     15,597,055        11,716,460

LONG-TERM DEBT - Less current portion                                     3,188,985        11,335,704

DEFERRED INCOME TAXES                                                     2,104,882         2,502,223

COMMITMENTS AND CONTINGENCIES (Note 8)

STOCKHOLDERS' EQUITY:
   Common stock, $.01 par value; 9,000,000 shares authorized;
      4,706,341 and 4,675,019 shares issued, respectively                    47,063            46,750
   Additional paid-in capital                                            25,088,631        24,879,246
   Retained earnings                                                     13,808,727        12,383,489
   Treasury stock, 78,497 common shares at cost                            (534,045)         (534,045)
   Stockholder notes receivable                                            (280,757)         (196,679)
   Accumulated other comprehensive loss, net of tax                         (76,075)
                                                                       ------------      ------------

             Total stockholders' equity                                  38,053,544        36,578,761
                                                                       ------------      ------------

TOTAL                                                                  $ 58,944,466      $ 62,133,148
                                                                       ============      ============
</Table>


See notes to consolidated financial statements.


                                      F-3
<PAGE>


TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
YEARS ENDED SEPTEMBER 30, 2001, 2000, AND 1999
--------------------------------------------------------------------------------

<Table>
<Caption>
                                                                  2001              2000              1999
<S>                                                           <C>               <C>               <C>
NET SALES                                                     $ 82,126,744      $ 78,952,268      $ 76,330,563

COST OF SALES                                                   71,741,853        68,041,438        63,224,285
                                                              ------------      ------------      ------------

GROSS PROFIT                                                    10,384,891        10,910,830        13,106,278

OPERATING EXPENSES:
   Selling, general and administrative                           6,770,424         7,106,869         7,710,124
   Amortization of goodwill                                        596,511           607,206           617,069
   Facility closing costs                                                            831,305
   Employee severance costs                                         10,218           659,950
   Property write-downs                                                               74,000
   Gain on asset sales                                            (147,359)         (327,331)       (1,047,591)
                                                              ------------      ------------      ------------

           Total                                                 7,229,794         8,951,999         7,279,602
                                                              ------------      ------------      ------------

OPERATING INCOME                                                 3,155,097         1,958,831         5,826,676

OTHER INCOME (EXPENSE):
   Interest expense                                               (960,529)         (973,583)       (1,085,511)
   Interest and other income                                       277,345            34,894            39,370
                                                              ------------      ------------      ------------


           Total                                                  (683,184)         (938,689)       (1,046,141)
                                                              ------------      ------------      ------------

INCOME BEFORE INCOME TAXES                                       2,471,913         1,020,142         4,780,535

INCOME TAX EXPENSE                                               1,046,675           493,425         1,802,216
                                                              ------------      ------------      ------------

NET INCOME                                                       1,425,238           526,717         2,978,319

OTHER COMPREHENSIVE INCOME (LOSS) -
   Net of tax:
   Interest rate swap as hedge of future variable
      interest on debt:
      Cumulative effect of implementing SFAS No. 133                39,650
      Change in fair value                                        (115,725)
                                                              ------------      ------------      ------------

           Other comprehensive loss                                (76,075)               --                --
                                                              ------------      ------------      ------------

TOTAL COMPREHENSIVE INCOME                                    $  1,349,163      $    526,717      $  2,978,319
                                                              ============      ============      ============

EARNINGS PER SHARE:
   Basic                                                      $        .31      $        .12      $        .67
                                                              ============      ============      ============

   Diluted                                                    $        .31      $        .11      $        .67
                                                              ============      ============      ============

WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING:
   Basic                                                         4,613,731         4,499,391         4,418,859
                                                              ============      ============      ============

   Diluted                                                       4,641,693         4,622,318         4,474,802
                                                              ============      ============      ============
</Table>


See notes to consolidated financial statements.


                                      F-4
<PAGE>


TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 2001, 2000, AND 1999


<Table>
<Caption>
                                                                          COMMON STOCK
                                                   -------------------------------------------------------------
                                                             VOTING                          NONVOTING               ADDITIONAL
                                                   ----------      -----------      ----------------------------      PAID-IN
                                                     SHARES          AMOUNT           SHARES           AMOUNT         CAPITAL
<S>                                                <C>             <C>              <C>              <C>            <C>
BALANCES AT OCTOBER 1, 1998                         3,786,223      $    37,862          709,870      $     7,099    $23,961,301

   Exercise of employee stock options                   2,525               25                                           11,716

   Conversion of nonvoting to voting common stock     709,870            7,099         (709,870)          (7,099)

   Repayment of stockholder notes receivable

   Net income
                                                  -----------      -----------      -----------      -----------    -----------
BALANCES AT SEPTEMBER 30, 1999                      4,498,618           44,986               --               --     23,973,017

   Exercise of employee stock options                 176,401            1,764                                          906,229

   Repayment of stockholder notes receivable

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

BALANCES AT SEPTEMBER 30, 2000                      4,675,019           46,750               --               --     24,879,246

   Exercise of employee stock options                  31,322              313                                          209,385

   Repayment of stockholder notes receivable

   Unrealized loss on interest rate hedge
      contract, net of tax

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

BALANCES AT SEPTEMBER 30, 2001                      4,706,341      $    47,063               --      $        --    $25,088,631
                                                  ===========      ===========      ===========      ===========    ===========


<Caption>
                                                                                                     ACCUMULATED
                                                                                     STOCKHOLDER        OTHER          TOTAL
                                                       RETAINED      TREASURY          NOTES        COMPREHENSIVE   STOCKHOLDERS'
                                                       EARNINGS       STOCK          RECEIVABLE         LOSS            EQUITY
<S>                                                   <C>           <C>              <C>            <C>             <C>
BALANCES AT OCTOBER 1, 1998                           $ 8,878,453   $  (534,045)     $  (100,195)   $          --   $  32,250,475

   Exercise of employee stock options                                                                                      11,741

   Conversion of nonvoting to voting common stock                                                                              --

   Repayment of stockholder notes receivable                                               5,000                            5,000

   Net income                                           2,978,319                                                       2,978,319
                                                      -----------   -----------      -----------    -------------   -------------
BALANCES AT SEPTEMBER 30, 1999                         11,856,772      (534,045)         (95,195)              --      35,245,535

   Exercise of employee stock options                                                   (106,484)                         801,509

   Repayment of stockholder notes receivable                                               5,000                            5,000

   Net income                                             526,717                                                         526,717
                                                      -----------   -----------      -----------    ------------    -------------

BALANCES AT SEPTEMBER 30, 2000                         12,383,489      (534,045)        (196,679)             --       36,578,761

   Exercise of employee stock options                                                   (109,273)                         100,425

   Repayment of stockholder notes receivable                                              25,195                           25,195

   Unrealized loss on interest rate hedge
      contract, net of tax                                                                               (76,075)         (76,075)

   Net income                                           1,425,238                                                       1,425,238
                                                      -----------   -----------      -----------    ------------    -------------

BALANCES AT SEPTEMBER 30, 2001                        $13,808,727   $  (534,045)     $  (280,757)   $    (76,075)   $  38,053,544
                                                      ===========   ===========      ===========    ============    =============
</Table>


See notes to consolidated financial statements.


                                      F-5
<PAGE>


TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 2001, 2000, AND 1999
--------------------------------------------------------------------------------

<Table>
<Caption>
                                                                              2001             2000             1999
<S>                                                                        <C>              <C>              <C>
OPERATING ACTIVITIES:
   Net income                                                              $ 1,425,238      $   526,717      $ 2,978,319
   Noncash items in net income:
      Depreciation and amortization of property, plant and equipment         3,027,625        2,928,108        2,473,370
      Amortization of goodwill                                                 596,511          607,206          617,069
      Deferred income taxes                                                   (186,258)         (95,726)         512,800
      Increase (decrease) in allowance for doubtful accounts                  (165,240)         321,900          121,270
      Gain on asset sales                                                     (147,359)        (327,331)      (1,047,591)
      Property write-downs                                                                      153,350
   Changes in operating working capital:
      Accounts receivable                                                    1,630,759         (313,857)      (2,491,228)
      Inventories                                                           (1,150,944)         311,055         (864,788)
      Prepaid expenses and other assets                                        184,436          477,231         (453,678)
      Accounts payable                                                      (3,569,347)       3,200,685         (795,315)
      Accrued and other current liabilities                                   (466,386)        (137,468)         807,030
      Income taxes payable/receivable                                          976,772         (735,445)         110,634
                                                                           -----------      -----------      -----------

           Net cash from operations                                          2,155,807        6,916,425        1,967,892
                                                                           -----------      -----------      -----------

INVESTING ACTIVITIES:
   Additions to property, plant and equipment                               (2,071,022)      (7,072,967)      (3,129,687)
   Deposits applied to purchases of equipment                                                                    144,853
   Advances to directors and former owners                                     (16,581)         (16,581)         (45,513)
   Collection of advances to directors and former owners                                        140,750
   Proceeds from asset sales, net of transaction costs                         169,695          898,352        4,040,363
   Additional costs of Foremost acquisition                                                                     (142,000)
   (Increase) decrease in restricted cash                                       (1,022)         (11,667)             278
                                                                           -----------      -----------      -----------

           Net cash from (used in) investing activities                     (1,918,930)      (6,062,113)         868,294
                                                                           -----------      -----------      -----------

FINANCING ACTIVITIES:
   Repayment of long-term debt                                                (771,432)      (1,422,435)      (3,167,035)
   Proceeds from issuance of common stock                                      100,425          801,509           11,741
   Repayment of stockholder notes receivable                                    25,195            5,000            5,000
                                                                           -----------      -----------      -----------

           Net cash used in financing activities                              (645,812)        (615,926)      (3,150,294)
                                                                           -----------      -----------      -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          (408,935)         238,386         (314,108)

CASH AND CASH EQUIVALENTS:
   Beginning of year                                                           930,388          692,002        1,006,110
                                                                           -----------      -----------      -----------

   End of year                                                             $   521,453      $   930,388      $   692,002
                                                                           ===========      ===========      ===========
</Table>

SUPPLEMENTAL INFORMATION (Note 12)


See notes to consolidated financial statements.


                                      F-6
<PAGE>


TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2001, 2000, AND 1999
--------------------------------------------------------------------------------


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 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 is determined
      by the first-in, first-out ("FIFO") method.

      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, 3
      to 5 years for computer equipment and software, 5 to 7 years for furniture
      and fixtures, or the lease term if shorter for leasehold improvements.
      Management periodically reviews asset carrying values for recoverability
      and, where appropriate, provides for write-downs to estimated fair value.

      GOODWILL represents the excess of cost over fair value of net assets
      acquired in business combinations in fiscal 1998 and prior years, is
      amortized on a straight-line basis over 25 to 40 years and is stated net
      of accumulated amortization of $3,873,464 and $3,276,953 at September 30,
      2001 and 2000, respectively. Management has continued to review the
      carrying values of goodwill for recoverability using estimated future cash
      flows (see Subsequent Accounting Change Arising From Recent Accounting
      Pronouncement below).

      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 unless otherwise indicated due to their
      short maturities, variable interest rates or fixed rates approximating
      current rates available for similar instruments.

      DERIVATIVES consist of an interest rate swap as a hedge of variable
      interest on debt. This cash flow hedge is stated at estimated fair value
      at September 30, 2001, and changes in fair value are reported as a
      component of other comprehensive income.


                                      F-7
<PAGE>


      OTHER ASSETS include loan origination fees, which are amortized on a
      straight-line basis (approximating the interest method) over the terms of
      the related long-term debt.

      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.

      STOCK-BASED COMPENSATION arising from stock option grants is accounted for
      by the intrinsic value method under Accounting Principles Board ("APB")
      Opinion No. 25 and related interpretations. Statement of Financial
      Accounting Standards ("SFAS") No. 123 encourages (but does not require)
      the cost of stock options and other stock-based compensation arrangements
      with employees to be measured based on the fair value of the equity
      instrument awarded. As required by SFAS No. 123, the Company discloses in
      Note 10 the pro forma effect on net income and earnings per share.

      BASIC EARNINGS PER SHARE is based on the weighted average number of common
      voting and nonvoting shares outstanding. Diluted earnings per share
      includes common equivalent shares from dilutive stock options outstanding
      during the year, the effect of which was 27,962, 122,927, and 55,943
      shares in fiscal 2001, 2000, and 1999, respectively.

      SUBSEQUENT ACCOUNTING CHANGE ARISING FROM RECENT ACCOUNTING PRONOUNCEMENT
      - SFAS No. 142, "Goodwill and Other Intangible Assets," which was issued
      by the FASB in June 2001, includes requirements to test goodwill and
      indefinite-lived intangible assets for impairment rather than amortize
      them. Although not required until October 1, 2002, SFAS No. 142 will be
      adopted early by the Company. Therefore, effective October 1, 2001,
      amortization of goodwill ($512,339, net of income tax effects, or $0.11
      per diluted share in fiscal 2001) will cease and recorded goodwill will be
      tested for impairment under the requirements of SFAS No. 142. The Company
      plans to complete its initial assessment before the Company reports the
      results of its first quarter of fiscal 2002. Based on its preliminary
      evaluation, the Company estimates that, in the first quarter of fiscal
      2002, a transitional goodwill impairment loss will be recognized in the
      range of $6 to $10 million ($5 to $7 million, net of income tax effects,
      or $1.08 to $1.51 per diluted share) related primarily to the Business
      Imaging sector and potentially to a lesser extent to the Paint Sundries
      sector. These estimates may vary materially upon completion of the
      transitional goodwill impairment test. The transitional goodwill
      impairment loss, which will be presented as the cumulative effect of a
      change in accounting principle, is the result of a change in the
      evaluation criteria and methodology for goodwill to the approach
      stipulated in SFAS No. 142.

      RECLASSIFICATIONS of certain 1999 and 2000 amounts have been made to
      conform to the 2001 presentation.

2.    ACCOUNTS RECEIVABLE

      Accounts receivable are stated net of allowances for doubtful accounts of
      $496,290 and $661,530 at September 30, 2001 and 2000, respectively.
      Amounts due from two Fortune 500 customers represent 47% and 49% of total
      accounts receivable at September 30, 2001 and 2000, respectively. Accounts
      receivable include $1.1 million and $1.8 million for the cost of equipment
      to be reimbursed by one of these customers at September 30, 2001 and 2000,
      respectively.


                                      F-8
<PAGE>


3.    INVENTORIES

      Inventories at September 30 consist of the following:

<Table>
<Caption>
                                                                                        2001               2000
<S>                                                                                  <C>               <C>
        Raw materials                                                                $  6,102,979      $  4,485,263
        Finished goods                                                                  2,960,447         3,427,219
                                                                                     ------------      ------------

        Total inventories                                                            $  9,063,426      $  7,912,482
                                                                                     ============      ============
</Table>

4.    PROPERTY, PLANT AND EQUIPMENT

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

<Table>
<Caption>
                                                                                       2001                 2000
<S>                                                                                <C>                  <C>
        Land and land improvements                                                 $     517,928        $     517,928
        Buildings                                                                     11,060,162            8,232,844
        Leasehold improvements                                                         1,414,650            1,555,615
        Machinery and equipment                                                       17,885,785           18,790,803
        Computer equipment and software                                                5,467,495            4,607,865
        Furniture and fixtures                                                           890,208              885,334
        Vehicles                                                                          78,280               78,280
                                                                                   -------------        -------------

                                                                                      37,314,508           34,668,669

        Less accumulated depreciation and amortization                                18,642,274           16,833,108
                                                                                   -------------        -------------

        Net depreciated value                                                         18,672,234           17,835,561

        Construction in progress                                                         531,665            2,347,277
                                                                                   -------------        -------------

        Property, plant and equipment - net                                        $  19,203,899        $  20,182,838
                                                                                   =============        =============
</Table>

      Gains on asset sales in fiscal 2001 and 2000 represent disposals occurring
      in the normal course of business. Gains on asset sales in fiscal 1999
      include $699,000 realized from the sale of equipment and inventory related
      to the Away-From-Home ("AFH") product line (see Note 13) and $349,000 from
      the sale of other equipment, primarily in the Green Bay facility.


                                      F-9
<PAGE>


5.    OTHER ASSETS

      Other assets at September 30 consist of the following:

<Table>
<Caption>
                                                                                        2001                 2000
<S>                                                                                   <C>                  <C>
        Loan origination and other fees                                               $  446,182           $  424,323
        Less accumulated amortization                                                    284,783              231,344
                                                                                      ----------           ----------

        Subtotal                                                                         161,399              192,979

        Note receivable bearing interest at 7% to 10%, due in
           variable monthly installments through 2005                                     42,388               55,601
        Prepaid rent on leased equipment                                                 189,821              362,440
        Deposits on equipment to be acquired and other                                   114,175              127,391
        Advances to certain directors and former owners                                  188,586              172,005
        Maintenance contract                                                               9,582               21,079
        Cash value of life insurance                                                                            8,316
                                                                                      ----------           ----------

        Other assets - net                                                            $  705,951           $  939,811
                                                                                      ==========           ==========
</Table>

6.    LONG-TERM DEBT

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

<Table>
<Caption>
                                                                                            2001             2000
<S>                                                                                    <C>               <C>
        Note payable to bank, collateralized by substantially all assets of the
        Company, bearing a variable interest of 5% and 7.93% at September 30,
        2001 and 2000, respectively, fixed at 7.37% and 7.12% under an interest
        rate swap arrangement discussed below, installments are due quarterly at
        $380,358, with final payment due on May 1, 2004                                $   3,710,417     $   5,107,136

        Notes payable to bank, under a revolving line-of-credit agreement (not
        to exceed maximum borrowings of $12 million, reduced by outstanding
        letters of credit - see Note 8), collateralized by substantially all
        assets of the Company, bearing interest at a combination of 150 and 100
        basis points over LIBOR or .75% below the bank's reference rate
        (effective rate of 4.71% and 8.08% at September 30, 2001 and 2000,
        respectively), payable quarterly, due on June 1, 2002, discussed below             7,500,000         6,500,000

        Variable rate (2.55% and 5.75% at September 30, 2001 and 2000,
        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                                                                    1,250,000         1,500,000
                                                                                       -------------     -------------

        Total                                                                             12,460,417        13,107,136

        Less current portion                                                               9,271,432         1,771,432
                                                                                       -------------     -------------

        Long-term debt - less current portion                                          $   3,188,985     $  11,335,704
                                                                                       =============     =============
</Table>


                                      F-10
<PAGE>


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

<Table>
<S>                                                         <C>
        2003                                                $  1,896,145
        2004                                                     792,840
        2005                                                     250,000
        2006                                                     250,000
                                                            ------------

        Total                                               $  3,188,985
                                                            ============
</Table>

      In 1998, the Company entered into an interest rate swap agreement, as a
      hedge under which the interest rate on the term debt is fixed at 5.87%,
      plus a profit spread for the lender of between 100 and 150 basis points,
      depending on certain financial ratios achieved by the Company. The fair
      value of this cash flow hedge is estimated to be a net payable position
      (unrealized loss) of $124,713 at September 30, 2001, and a net receivable
      position (unrealized gain) of $61,000 at September 30, 2000. The Company
      adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging
      Activities," effective October 1, 2000, and recognized the unrealized gain
      at that date of $39,650, net of income tax effects, as other comprehensive
      income. Also, the unrealized loss of $76,075, net of income tax effects,
      is accrued at September 30, 2001, and the decrease in fair value of
      $115,725, net of income tax effects, is reported as other comprehensive
      loss during fiscal 2001.

      Loan agreements for all notes except those underlying the Industrial
      Development Revenue Bonds contain certain restrictive covenants, including
      requirements to maintain minimum fixed charge coverage, minimum tangible
      net worth, and restrictions on maximum allowable debt, capital purchases,
      stock purchases, mergers, and payment of dividends. The Company has a
      standby letter of credit for the outstanding balance associated with the
      Industrial Development Revenue Bonds.

      Management has begun discussions with its principal lender and believes it
      will reach an agreement to renew the revolving line of credit and extend
      its maturity, which currently is June 1, 2002.


                                      F-11
<PAGE>


7.    INCOME TAXES

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

<Table>
<Caption>
                                                                                        2001                 2000
<S>                                                                                 <C>                  <C>
        Current deferred tax asset:
           Valuation allowances for accounts receivable and inventories,
              not currently deductible                                              $     402,130        $     569,298
           Inventory costs capitalized for tax purposes                                    32,978               28,399
           Vacation and severance accruals, not currently deductible                       64,711               64,711
           Other accruals, not currently deductible                                       133,910              133,766
                                                                                    -------------        -------------

        Total current assets                                                              633,729              796,174

        Noncurrent deferred tax liability:
           Accelerated tax depreciation on property and equipment                      (1,354,506)          (1,753,675)
           Accelerated tax amortization of goodwill                                    (1,015,589)            (868,640)
           Other                                                                          216,575              120,092
                                                                                    -------------        -------------

                                                                                       (2,153,520)          (2,502,223)

           Unrealized loss on interest rate swap arrangement, not currently
           deductible (the change in this component of deferred taxes is
           included in other comprehensive loss - see Note 6)                              48,638
                                                                                    -------------        -------------

        Total noncurrent liability - net                                               (2,104,882)          (2,502,223)
                                                                                    -------------        -------------

        Net deferred tax liability                                                  $  (1,471,153)       $  (1,706,049)
                                                                                    =============        =============
</Table>

      The resulting components of income tax expense (benefit) are as follows:

<Table>
<Caption>
                                                                            2001             2000            1999
<S>                                                                      <C>              <C>             <C>
        Current tax expense:
           Federal                                                       $  1,154,498     $  561,766      $  1,213,557
           State                                                               78,435         27,385            75,859
                                                                         ------------     ----------      ------------

        Total                                                               1,232,933        589,151         1,289,416

        Deferred tax expense (benefit):
           Federal                                                           (174,336)       (89,599)          480,011
           State                                                              (11,922)        (6,127)           32,789
                                                                         ------------     ----------      ------------

        Total                                                                (186,258)       (95,726)          512,800
                                                                         ------------     ----------      ------------

        Income tax expense                                               $  1,046,675     $  493,425      $  1,802,216
                                                                         ============     ==========      ============
</Table>


                                      F-12
<PAGE>


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

<Table>
<Caption>
                                                                 2001               2000            1999
<S>                                                           <C>               <C>            <C>
        Federal income taxes computed at statutory rates      $    840,450      $  346,850     $  1,625,382
        State income taxes, net of federal tax benefit              43,899          14,030           71,708
        Certain goodwill amortization and other
           nondeductibles                                          155,777         161,329          157,641
        Other                                                        6,549         (28,784)         (52,515)
                                                              ------------      ----------     ------------

        Income tax expense                                    $  1,046,675      $  493,425     $  1,802,216
                                                              ============      ==========     ============
</Table>

8.    COMMITMENTS AND CONTINGENCIES

      LEASES - The Company leases facilities in Green Bay, Wisconsin, from a
      partnership composed of certain 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 annually for fiscal 2001, 2000, and
      1999.

      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. The five-year agreement is an operating
      lease with rental payments of $11,856 per month. The Company has three
      contiguous options to renew the lease for successive five-year terms
      beginning at the end of the fifth year. The Company also has the option of
      purchasing the building for $1,100,000. If the purchase and renewal
      options are 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 is placed in escrow and is included in
      restricted cash of $32,739 and $31,717 at September 30, 2001 and 2000,
      respectively. The Company has a standby letter of credit with its bank for
      the payment of the future lease obligations.

      The Company also leases other facilities and equipment under operating
      leases. Office and warehouse leases expire in November 2001 and February
      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, 2001, are as
      follows:

<Table>
<S>                                                                 <C>
        2002                                                        $  2,199,168
        2003                                                             890,436
        2004                                                             587,572
        2005                                                             553,555
        2006                                                             489,648
        Thereafter                                                     1,917,847
                                                                    ------------

        Total                                                       $  6,638,226
                                                                    ============
</Table>

      Rental expense for all operating leases totaled $1,944,590, $1,675,915,
      and $1,270,833 for fiscal 2001, 2000, and 1999, respectively.


                                      F-13
<PAGE>


      COMMERCIAL LETTERS OF CREDIT - The Company has outstanding commercial
      import letters of credit of $0 and $105,067 as of September 30, 2001 and
      2000, 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 $750,000 and $644,933 available at
      September 30, 2001 and 2000, respectively.

      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.

9.    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
      $175,585, $200,131, and $268,657 for fiscal 2001, 2000, and 1999,
      respectively.

10.   STOCKHOLDERS' EQUITY

      NONVOTING COMMON STOCK AND PREFERRED STOCK - Each record holder of
      nonvoting common stock was entitled at any time to convert any or all of
      such shares into the same number of shares of voting common stock. During
      fiscal 1999, the holders of all 709,870 shares of nonvoting common stock
      exercised their right to convert the shares to voting common stock. At
      September 30, 2001 and 2000, the Company has authorized and unissued
      2,000,000 shares of $.01 par value nonvoting common stock and 1,000,000
      shares of $.01 par value preferred stock.

      STOCK COMPENSATION ARRANGEMENTS - The Non-Qualified Stock Option Plan
      currently reserves 650,000 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
      2001, 2000, and 1999, options to purchase 0, 200,000, and 70,000 shares,
      respectively, of voting common stock were granted.

      The Non-Employee Director Stock Option Plan for nonemployee members of the
      board of directors reserves 200,000 shares of common stock for grants
      through March 2004 and provides that the purchase price be fair value at
      the date of grant. Options are exercisable immediately and for a period of
      10 years. During fiscal 2001, 2000, and 1999, options to purchase 15,000,
      15,000, and 8,000 shares, respectively, of voting common stock were
      granted.

      The following information summarizes the shares subject to options:

<Table>
<Caption>
                                                                                            WEIGHTED AVERAGE EXERCISE
                                                               NUMBER OF SHARES                  PRICE PER SHARE
                                                      --------------------------------     ---------------------------
                                                        2001        2000        1999        2001       2000      1999
<S>                                                   <C>         <C>         <C>          <C>        <C>       <C>
        Options outstanding, beginning of year         476,805     445,306     412,441     $ 8.20     $ 6.63    $ 6.69

        Granted                                         15,000     215,000      78,000       7.38       8.91      6.92

        Exercised                                      (31,322)   (176,401)     (2,525)      6.78       5.15      4.65

        Terminated                                     (17,083)     (7,100)    (42,610)      8.60       8.55      7.41
                                                      --------    --------    --------

        Options outstanding, end of year               443,400     476,805     445,306       8.23       8.20      6.63
                                                      ========    ========    ========

        Options exercisable, end of year               335,067     281,138     311,639       7.94       7.74      6.14
                                                      ========    ========    ========

        Reserved for future options at September
         30, 2001                                      406,600
                                                      ========
</Table>


                                      F-14
<PAGE>


      The following table summarizes additional information about stock options
      outstanding and exercisable at September 30, 2001:

<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>
          $4.50 - 7.00        140,500        1.8 years         $6.80              140,500       $6.80
          7.00 - 10.00        302,900        3.3 years          8.90              194,567        8.77
                             --------                                            --------

          4.50 - 10.00        443,400        2.8 years          8.23              335,067        7.94
                             ========                                            ========
</Table>

      The Company applies APB No. 25 and related Interpretations in accounting
      for its stock option plans. No compensation cost has been recognized for
      the Company's stock option plans because the quoted market price of the
      common stock at the date of grant was not in excess of the option exercise
      price. SFAS No. 123 prescribes a method to record compensation cost at the
      fair value of the options granted. Pro forma disclosures as if the Company
      had adopted the cost recognition requirements under SFAS No. 123 in fiscal
      2001, 2000 and 1999 are presented below.

<Table>
<Caption>
                                                   2001              2000            1999
<S>                                            <C>             <C>               <C>
        Net income:
           As reported                         $  1,425,238    $    526,717      $  2,978,319
           Pro forma                              1,212,817         248,235         2,807,000

        Basic earnings per share:
           As reported                                  .31             .12               .67
           Pro forma                                    .27             .06               .63

        Diluted earnings per share:
           As reported                                  .31             .11               .67
           Pro forma                                    .27             .05               .63
</Table>

      In the pro forma calculations, the weighted average fair value of options
      granted during 2001, 2000 and 1999 was estimated at $4.18, $3.55, and
      $3.18 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
      2001, 2000 and 1999: risk-free interest rates of 5% for all years;
      dividend yield of 0.0% for all years; expected lives of four to five
      years; and expected volatility of 50% for all years, based on the
      historical weekly trading ranges of the Company's stock since its initial
      public offering in January 1994.

      In fiscal 2001 and 2000, the Company received notes from various employees
      to facilitate the exercise of employee stock options. The notes receivable
      with recourse bear interest at 8.5% interest payable annually. All notes
      receivable outstanding at September 30, 2001, are due to be repaid in
      2002. The outstanding balances of $280,757 and $196,679 at September 30,
      2001 and 2000, respectively, are presented as a reduction of stockholders'
      equity.


                                      F-15
<PAGE>


11.   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 $275,841,
      $357,353, and $251,161 for fiscal 2001, 2000, and 1999, respectively.

12.   SUPPLEMENTAL CASH FLOW INFORMATION

      The following is provided as supplemental information to the consolidated
      statements of cash flows:

<Table>
<Caption>
                                                         2001               2000            1999
<S>                                                   <C>               <C>              <C>
        Interest paid                                 $ 1,005,357       $   965,823      $ 1,125,346
                                                      ===========       ===========      ===========

        Income taxes paid, net of refunds             $   256,161       $ 1,324,596      $ 1,178,782
                                                      ===========       ===========      ===========
</Table>

13.   MAJOR CUSTOMER AND SEGMENT INFORMATION

      Two significant customers, which are Fortune 500 companies, accounted for
      the following percentages of total sales:

<Table>
<Caption>
                                                                                 2001            2000            1999
<S>                                                                              <C>             <C>             <C>
        Customer A - related to the Contract Manufacturing sector                  30%             20%             10%

        Customer B - primarily concentrated in the Paint Sundries sector           16              12              10
</Table>

      The Company operates in a single industry since it manufactures and
      distributes custom paper-based and woven products, and provides contract
      manufacturing, specialty printing, and related services on these types of
      products. The Company does, however, separate its operations and prepare
      information for management use by the market sectors aligned with the
      Company's products and services. Such market sector information is
      summarized below. The Contract Manufacturing sector provides services to
      large national consumer products companies while the remaining sectors
      manufacture and distribute products ranging from paper goods to paint
      sundries. Accounts receivable, goodwill and certain other assets
      historically have not been assigned to specific sectors and, therefore,
      are included in the intersector column below. In June 1999, the Company
      sold its equipment and inventory related to its AFH products and services,
      and has ceased selling into this market sector.


                                      F-16
<PAGE>


<Table>
<Caption>
                                                              CONTRACT       BUSINESS         PAINT
              FISCAL 2001                                   MANUFACTURING     IMAGING        SUNDRIES     INTERSECTOR  CONSOLIDATED
<S>                                                         <C>             <C>            <C>           <C>          <C>
        Net sales                                           $  40,756,337   $20,799,093    $20,571,314    $        --  $ 82,126,744

        Gross profit                                            6,545,221     1,641,415      2,198,255                   10,384,891

        Operating income (loss)                                 5,027,165       107,511        (62,297)    (1,917,282)    3,155,097

        Assets:
           Inventories                                            867,410     3,374,511      4,821,505                    9,063,426
           Property, plant and
              equipment - net                                   9,222,346     5,655,760      1,802,220      2,523,573    19,203,899
           Accounts receivable and other
              (including goodwill)                                                                         30,677,141    30,677,141
                                                            -------------   -----------    -----------    -----------  ------------

           Total assets                                     $  10,089,756   $ 9,030,271    $ 6,623,725    $33,200,714  $ 58,944,466
                                                            =============   ===========    ===========    ===========  ============
</Table>


<Table>
<Caption>
                                                              CONTRACT       BUSINESS         PAINT
              FISCAL 2000                                   MANUFACTURING     IMAGING        SUNDRIES     INTERSECTOR  CONSOLIDATED
<S>                                                         <C>             <C>            <C>            <C>          <C>
        Net sales                                           $  34,242,390   $25,899,580    $18,810,298    $        --  $ 78,952,268

        Gross profit                                            7,136,712     2,923,252        850,866                   10,910,830

        Operating income (loss)                                 5,795,483     1,229,916     (2,237,357)    (2,829,211)    1,958,831

        Assets:
           Inventories                                            884,335     3,764,341      3,263,806                    7,912,482
           Property, plant and
              equipment - net                                   9,917,431     6,526,344        827,470      2,911,593    20,182,838
           Accounts receivable and other
              (including goodwill)                                                                         34,037,828    34,037,828
                                                            -------------   -----------    -----------    -----------  ------------

           Total assets                                     $  10,801,766   $10,290,685    $ 4,091,276    $36,949,421  $ 62,133,148
                                                            =============   ===========    ===========    ===========  ============
</Table>


<Table>
<Caption>
                                                  AWAY        CONTRACT       BUSINESS        PAINT
             FISCAL 1999                       FROM HOME    MANUFACTURING     IMAGING       SUNDRIES      INTERSECTOR  CONSOLIDATED
<S>                                            <C>          <C>             <C>            <C>            <C>          <C>
        Net sales                              $4,422,160   $  25,987,095   $24,965,919    $20,955,389    $        --  $ 76,330,563

        Gross profit                              431,603       6,393,221     3,499,667      2,781,787                   13,106,278

        Operating income (loss)                   429,979       5,636,946     1,272,918        195,474     (1,708,641)    5,826,676

        Assets:
           Inventories                                          1,013,403     3,781,685      3,453,788                    8,248,876
           Property, plant and
              equipment - net                                   7,167,498     7,076,601        644,440      1,748,217    16,636,756
           Accounts receivable and other
              (including goodwill)                                                                         34,195,157    34,195,157
                                               ----------   -------------   -----------    -----------    -----------  ------------

           Total assets                        $       --   $   8,180,901   $10,858,286    $ 4,098,228    $35,943,374  $ 59,080,789
                                               ==========   =============   ===========    ===========    ===========  ============
</Table>


      In fiscal 2000, the Company announced its intent and began to consolidate
      the Paint Sundries operations in Manning, South Carolina, and accrued at
      September 30, 2000, the estimated asset write-downs and other costs of
      approximately $831,000 to close its St. Louis facility as part of that
      consolidation. In fiscal 2001, the consolidation was completed, the
      estimated liabilities were paid substantially as accrued, and there is no
      remaining liability at September 30, 2001.

                                     ******



                                      F-17
<PAGE>
                                 EXHIBIT INDEX

<Table>
<Caption>
(c)      Exhibit
         Number            Description
         -------           -----------
<S>               <C>
         2.1      Stock Purchase Agreement dated as of November 12, 1997 by and
                  among Tufco Technologies, Inc. (the "Company"), 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     Amended Employment Agreement with Greg Wilemon, dated
                  September 18, 1995. (4) (Exhibit 10.11)
         10.8     Lease Agreement, dated as of March 1, 1995, between Bero,
                  Garland, Gebhardt and McClure, a Wisconsin partnership, and
                  Tufco. (4) (Exhibit 10.13)
         10.9     Lease Agreement dated as of April 1, 1996, between Bero,
                  Garland, Gebhardt and McClure, a Wisconsin partnership, and
                  Tufco. (5) (Exhibit 10.15)
         10.10    Employment Agreement with Louis LeCalsey, III dated September
                  19, 1996. (5) (Exhibit 10.18)
         10.11    Credit Agreement among Tufco L.P. as Borrower, the Company as
                  the Parent First Union National Bank as agent and the banks
                  named herein dated August 28, 1998. (6)
         10.12    ISDA Master Agreement and Schedule to the Master Agreement
                  dated as of July 30, 1998 between First Union National Bank
                  and Tufco, L.P. (6)
         10.13    First Amendment to Credit Agreement. (6)
         10.14    Second Amendment to Credit Agreement. (7)
         21.1     Subsidiaries of the Company. (6)
         99.1     Employee Stock Purchase Agreement executed by Greg Wilemon
                  in favor of the Company dated September 30, 2000. (Exhibit
                  99.1)
</Table>

<PAGE>



----------
         *   Filed herewith

         (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) Incorporated by reference to the Company's Annual Report on Form
             10-K for the period ended September 30, 1995.

         (5) Incorporated by reference to the Company's Annual Report on Form
             10-K for the period ended September 30, 1997.

         (6) Incorporated by reference to the Company's Annual Report on Form
             10-K for the period ended September 30, 1998.

         (7) Incorporated by reference to the Company's Quarterly Report on Form
             10-Q for the quarterly period ended June 30, 2000.