Registration No. 33-24184
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective Amendment No. 2
to
FORM S-8
Registration Statement
Under The Securities Act of 1933
NS GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Kentucky 61-0985936
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization Identification No.)
Ninth and Lowell Streets
Newport, Kentucky 41072
(Address of Principal Executive Offices) (Zip Code)
KENTUCKY ELECTRIC STEEL CORPORATION
HOURLY EMPLOYEES FLEXIBLE COMPENSATION PLAN
(Full Title of the Plan)
John R. Parker
Vice President and Treasurer
NS Group, Inc.
Ninth and Lowell Streets
Newport, Kentucky 41072
(Name and Address of Agent for Service)
(606) 292-6809
(Telephone Number, Including Area Code, of Agent for Service)
Page 1 of 2 pages
The Kentucky Electric Steel Corporation Hourly
Employees Flexible Compensation Plan (the "Plan") was adopted on
September 27, 1987. Registrant registered 800 plan participation
interests in the Plan which were offered to eligible employees of
Kentucky Electric Steel Corporation ("KESC"), a wholly-owned
subsidiary of Registrant. Registrant also registered 40,000
shares of its common stock in which such employees' contributions
could be invested pursuant to the Plan.
On October 6, 1993, KESC transferred all of its assets
and liabilities to Kentucky Electric Steel, Inc., a Delaware
corporation ("KESI"), KESI completed a public offering of common
stock, and KESI paid Registrant for the assets acquired from
KESC. As a result of these transactions, KESI is a separate
publicly-owned company which assumed sponsorship and
administration of the Plan. Effective September 1, 1993, the
Plan no longer allowed contributions or transfers to its NS
Group, Inc. Stock Investment Fund. On December 17, 1993,
securities of KESI offered pursuant to the Plan were registered
by KESI on a Form S-8 under the Securities Act of 1933.
Accordingly, Registrant hereby removes from
registration all plan participation interests and common stock of
NS Group, Inc. not sold pursuant to the Plan.
SIGNATURE
Pursuant to the requirements of the Securities Act of
1933, Registrant has duly caused this Post-Effective Amendment
No.2 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newport, Commonwealth of Kentucky
on this 5th day of May, 1994.
NS GROUP, INC.
By: /s/ John R. Parker
(signature)
Vice President and Treasurer
(title)
