<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1995
REGISTRATION NO. 33-56637
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 6
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
NS GROUP, INC.
AND OTHER REGISTRANTS
(SEE TABLE OF ADDITIONAL REGISTRANTS)
KENTUCKY
(STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION)
3312
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)
61-0985936
(IRS EMPLOYER
IDENTIFICATION NUMBER)
NINTH AND LOWELL STREETS
NEWPORT, KENTUCKY 41072
(606) 292-6809
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
JOHN R. PARKER
VICE PRESIDENT, TREASURER AND
CHIEF FINANCIAL OFFICER
NINTH AND LOWELL STREETS
NEWPORT, KENTUCKY 41072
(606) 292-6809
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES OF ALL CORRESPONDENCE TO:
WILLIAM F. SEABAUGH
BRYAN CAVE
ONE METROPOLITAN SQUARE
211 N. BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
GARY L. SELLERS
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 455-2000
------------------------
<TABLE>
<CAPTION>
STATE OR OTHER JURISDICTION OF I.R.S. EMPLOYER
NAME OF ADDITIONAL REGISTRANTS INCORPORATION OR ORGANIZATION IDENTIFICATION NUMBER
- ----------------------------------- ------------------------------ ---------------------
<S> <C> <C>
Erlanger Tubular Corporation Oklahoma 73-1281150
Imperial Adhesives, Inc. Ohio 31-1070331
Koppel Steel Corporation Pennsylvania 25-1635833
Newport Steel Corporation Kentucky 61-1116686
Northern Kentucky Air, Inc. Kentucky 62-1208414
Northern Kentucky Management, Inc. Kentucky 61-1014963
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
IF ANY OF THE SECURITIES REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED
OR CONTINUOUS BASIS
PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933, CHECK THE FOLLOWING BOX
/X/
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING PURSUANT
TO RULE 462(B)
UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX AND LIST THE SECURITIES
ACT REGISTRATION
STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME
OFFERING. / /
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C) UNDER
THE
SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION
STATEMENT NUMBER OF
THE EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. / /
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. / /
------------------------
CALCULATION OF REGISTRATION FEE
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[CAPTION]
<TABLE>
<S> <C> <C> <C>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO MAXIMUM AGGREGATE
SECURITIES TO BE REGISTERED BE REGISTERED OFFERING PRICE(1) OFFERING PRICE(1)
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Units(2)................................................ (3) (3) $125,000,000
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Senior Secured Notes due 2003(2)........................ (5) -- --
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Warrants(2)............................................. 1,550,000 -- --
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Common Stock(5)......................................... 1,550,000(6) $3.875(7) $ 6,006,250
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Guarantee(8)............................................ -- -- --
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Total................................................................................................................
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<CAPTION>
TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE
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Units(2)................................................ $ 43,104(4)
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Senior Secured Notes due 2003(2)........................ --
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Warrants(2)............................................. --
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Common Stock(5)......................................... $ 2,071(4)
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Guarantee(8)............................................ --
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Total............................................ $ 45,175(4)
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<CAPTION>
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) Each Unit will consist of one Senior Secured Note and Warrants, each
Warrant evidencing the right to purchase one share of Common Stock. The
Senior Secured Notes and Warrants will be offered only in Units.
(3) Number of Units omitted pursuant to Rule 457(o).
(4) Previously paid.
(5) Issuable upon exercise of Warrants.
(6) Also registered hereby is an indeterminate number of shares of Common Stock
issuable upon exercise of Warrants as a result of antidilution provisions
contained therein.
(7) Calculated pursuant to Rule 457(c).
(8) Pursuant to Rule 457(a), no separate fee is being paid with respect to this
Guarantee.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated (except for the Securities and
Exchange Commission registration fee and the National Association of Securities
Dealers, Inc. filing fee) fees and expenses in connection with the offering
described in this Registration Statement.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................... $ 45,175
National Association of Securities Dealers filing fee................. 13,000
Trustee fees.......................................................... 5,000
Blue sky filing and counsel fees and expenses......................... 25,000
Printing and engraving expenses....................................... 150,000
Accountants' fees and expenses........................................ 130,500
Legal fees and expenses............................................... 548,000
Rating agency fees.................................................... 50,000
Miscellaneous......................................................... 8,325
--------
Total....................................................... $975,000
=========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 271B.8-500 to 271B.8-589 of the Kentucky Business Corporation Act;
provides that, subject to restrictions contained in the statute, a corporation
may indemnify any person made or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or employee benefit plan.
A person, who has been successful on the merits or otherwise in any suit or
matter covered by the indemnification statute, shall be indemnified against
expenses (including attorneys' fees) reasonably incurred by him in connection
therewith. Indemnification is authorized upon a determination that the person to
be indemnified has met the applicable standard of conduct required. Such
determination shall be made by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such action, suit or
proceeding; or if such a quorum cannot be obtained, by a majority vote of a
committee of the board, duly designated to so act by a majority of the full
board, consisting solely of two or more directors who are not parties to the
action; or by special legal counsel selected by the board or a committee
thereof; or by the shareholders who are not parties to such action, suit or
proceeding. Expenses incurred in defense may be paid in advance upon receipt by
the corporation of a written affirmation by the director of his good faith
belief that he has met the applicable standard of conduct required, a written
undertaking by or on behalf of the director to repay such advance if it is
ultimately determined that he did not meet the standard of conduct, and a
determination that the facts then known to those making the determination would
not preclude indemnification under the statute. The indemnification provided by
statute shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise, which shall inure to the
benefit of the heirs, executors and administrators of such a person. Insurance
may be purchased on behalf of any person entitled to indemnification by the
corporation against any liability incurred in an official capacity regardless of
whether the person could be indemnified under the statute. References to the
corporation include all constituent corporations absorbed in a consolidation or
merger as well as the resulting or surviving corporation and anyone seeking
indemnification by virtue of acting in some capacity with a constituent
corporation would stand in the same position as if he had served the resulting
or surviving corporation in the same capacity.
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<PAGE> 3
The By-Laws of the Company provide for indemnification of directors and
officers of the Company to the maximum extent permitted by the Kentucky Business
Corporation Act.
Statutory indemnification provisions in the states where the other
subsidiaries of the Company are incorporated, as well as in the bylaws of those
subsidiaries, may also provide for indemnification of the directors and
officers.
Section 1701.13(E) of the Ohio Revised Code provides that a corporation may
indemnify any person who is or has been a director, employee or agent of that
corporation, or of another corporation at the request of that corporation,
against expenses (including attorneys fees) actually and reasonably incurred by
him in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
he was, is or may be made a party because of being or having been such director,
officer, employee or agent, provided that such person is determined to have
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation; that, in the case of an action
or suit by or in the right of the corporation, (i) no negligence or misconduct
shall have been adjudged unless a court determines that such person is fairly
and reasonably entitled to indemnity, and (ii) the action or suit is not one in
which the only liability asserted against such director relates to unlawful
loans, dividends and distributions of assets; and that, in the case of a
criminal matter, such person is determined to have had no reasonable cause to
believe that his conduct was unlawful. In any case, to the extent that such
person has been successful on the merits or otherwise in defense of any such
action, suit, or proceeding, or in defense of any claim, issue or matter
therein, he shall be indemnified. Section 1701.13(E) further provides that
unless a corporation has specifically elected to the contrary in its articles of
incorporation or code of regulations, expenses incurred by a director in
defending such an action, suit or proceeding shall be paid by the corporation as
they are incurred in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking (i) to repay such amounts if it is
proved by clear and convincing evidence in a court of competent jurisdiction
that such director acted, or failed to act, with deliberate intent to cause
injury to the corporation or with reckless disregard for the best interests of
the corporation and (ii) reasonably to cooperate with the corporation concerning
said action, suit or proceeding. The indemnification authorized by the statute
is not be exclusive of any other rights that directors, officers or employees
may have.
The Code of Regulations of Imperial Adhesives, Inc., an Ohio corporation,
provides for indemnification of any officer or director under the same
circumstances as defined in the Ohio Revised Code.
Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law
provides that a corporation may indemnify any person, including its directors,
officers and employees who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative (including actions by or in the right
of the corporation) by reason of the fact that he is or was a representative of
or serving at the request of the corporation, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with the action or proceedings
if he is determined by the board of directors, or in certain circumstances by
independent legal counsel to the shareholders, to have acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal proceeding, had
no reason to believe his conduct was unlawful. In the case of actions by or in
the right of the corporation, indemnification is not permitted in respect of any
claim, issue or matter as to which the person has been adjudged to be liable to
the corporation except to the extent a court determines that the person is
fairly and reasonably entitled to indemnification. In any case, to the extent
that the person has been successful on the merits or otherwise in defense of any
claim, issue or matter, he shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by him or her in connection
therewith. Expenses incurred in defending any action or proceeding may be paid
by the corporation in advance of the final disposition of the action or
proceeding upon receipt of an undertaking to repay the
II-2
<PAGE> 4
amount if it is ultimately determined that he is not entitled to be indemnified.
Subchapter D also provides that the indemnification permitted or required by
Subchapter D is not exclusive of any other rights to which a person seeking
indemnification may be entitled.
The Bylaws of Koppel Steel Corporation, a Pennsylvania corporation, provide
that the corporation shall to the full extent permitted by, and in accordance
with the provisions of the Pennsylvania Business Corporation Law, indemnify each
director or officer of the corporation.
Section 1031 of the Oklahoma General Corporation Act permits (and the
Registrant's Certificate of Incorporation and Bylaws, which are incorporated by
reference herein, authorize) indemnification of directors and officers of the
Registrant and officers and directors of another corporation, partnership, joint
venture, trust or other enterprise who serve at the request of the Registrant,
against expenses, including attorneys fees, judgments, fines and amount paid in
settlement actually and reasonably incurred by such person in connection with
any action, suit or proceeding in which such person is a party by reason of such
person being or having been a director or officer of the Registrant or at the
request of the Registrant, if he conducted himself in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Registrant may not
indemnify an officer or a director with respect to any claim, issue or matter as
to which such officer or director shall have been adjudged to be liable to the
Registrant, unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem property. To the extent that an officer or director is successful on
the merits or otherwise in defense of any action, suit or proceeding with
respect to which such person is entitled to indemnification, or in defense of
any claim, issue or matter therein, such person is entitled to be indemnified
against expenses, including attorney's fees, actually and reasonably incurred by
him in connection therewith.
The directors and officers of the Company and its subsidiaries are insured
under a policy of directors' and officers' liability insurance.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Not applicable.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The exhibits and consolidated financial statements schedule filed as part
of this Registration Statement are as follows:
<TABLE>
<S> <C> <C>
(a) Exhibits.
See Index to Exhibits.
(b) Consolidated Financial Statement Schedule.
Report of Independent Public Accountants.................................... S-1
Schedule II -- Valuation and Qualifying Accounts............................ S-2
</TABLE>
All other consolidated financial statement schedules are omitted due to the
absence of conditions under which they are required or because the information
is shown in the financial statements or notes thereto.
ITEM 17. UNDERTAKINGS
(a) Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the provisions of Item 14 or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is
II-3
<PAGE> 5
asserted by such director, officer or controlling person in connection with the
securities being registered, each registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
(b) The undersigned registrant's hereby undertake that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance on Rule 430A and contained in
the form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be
part of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the,
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, In the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement,
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the, initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of this chapter at the start of
any delayed offering or throughout a,continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the
Act need not be furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph (a)(4) and other information necessary
to ensure that all other information in the prospectus is at least as
current as the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form F-3, a
post-effective amendment need not be filed to include financial statements
and information required by Section 10(a)(3) of the Act or Rule 3-19 of
this chapter if such financial statements and information are contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Form F-3.
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<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newport, Commonwealth of
Kentucky, on July 19, 1995.
NS GROUP, INC.
(Registrant)
By:/s/ JOHN R. PARKER
John R. Parker
Vice President, Treasurer and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Clifford R. Borland and John R. Parker and any of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this registration statement and any other documents and
instruments incidental thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 19, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- --------------------------------------------
<S> <C>
CLIFFORD R. BORLAND* Director, President and Chief Executive
Clifford R. Borland Officer
PATRICK J. B. DONNELLY* Director
Patrick J. B. Donnelly
JOHN B. LALLY* Director
John B. Lally
R. GLEN MAYFIELD* Director
R. Glen Mayfield
RONALD R. NOEL* Director and Vice President
Ronald R. Noel
/s/ JOHN R. PARKER Vice President, Treasurer and Chief
John R. Parker Financial Officer (Principal Financial and
Accounting Officer)
* By:/s/ JOHN R. PARKER
John R. Parker
Attorney-In-Fact
</TABLE>
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<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newport, Commonwealth of
Kentucky, on July 19, 1995.
NEWPORT STEEL CORPORATION
(Registrant)
By: /s/ JOHN R. PARKER
John R. Parker
Treasurer (Principal Financial and
Accounting Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Clifford R. Borland and John R. Parker and any of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this registration statement and any other documents and
instruments incidental thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 19, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- --------------------------------------------
<S> <C>
CLIFFORD R. BORLAND* Director
Clifford R. Borland
RONALD R. NOEL* President
Ronald R. Noel
/s/ JOHN R. PARKER Treasurer (Principal Financial and
John R. Parker Accounting Officer)
* By:/s/ JOHN R. PARKER
John R. Parker
Attorney-In-Fact
</TABLE>
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<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newport, Commonwealth of
Kentucky, on July 19, 1995.
KOPPEL STEEL CORPORATION
(Registrant)
By: /s/ JOHN R. PARKER
John R. Parker
Treasurer (Principal Financial and
Accounting Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Clifford R. Borland and John R. Parker and any of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this registration statement and any other documents and
instruments incidental thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 19, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- --------------------------------------------
<S> <C>
CLIFFORD R. BORLAND* Director
Clifford R. Borland
PAUL C. BORLAND, JR.* President
Paul C. Borland, Jr.
/s/ JOHN R. PARKER Treasurer (Principal Financial and
John R. Parker Accounting Officer)
* By:/s/ JOHN R. PARKER
John R. Parker
Attorney-In-Fact
</TABLE>
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<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newport, Commonwealth of
Kentucky, on July 19, 1995.
ERLANGER TUBULAR CORPORATION
(Registrant)
By:/s/ JOHN R. PARKER
John R. Parker
Treasurer (Principal Financial and
Accounting Manager)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Clifford R. Borland and John R. Parker and any of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this registration statement and any other documents and
instruments incidental thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 19, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- --------------------------------------------
<S> <C>
CLIFFORD R. BORLAND* Director and President
Clifford R. Borland
/s/ JOHN R. PARKER Treasurer (Principal Financial and
John R. Parker Accounting Manager)
* By:/s/ JOHN R. PARKER
John R. Parker
Attorney-In-Fact
</TABLE>
II-8
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newport, Commonwealth of
Kentucky, on July 19, 1995.
IMPERIAL ADHESIVES, INC.
(Registrant)
By:/s/ JOHN R. PARKER
John R. Parker
Treasurer (Principal Financial and
Accounting Manager)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Clifford R. Borland and John R. Parker and any of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this registration statement and any other documents and
instruments incidental thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 19, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- --------------------------------------------
<S> <C>
CLIFFORD R. BORLAND* Director
Clifford R. Borland
ROBERT D. JOHNSON* President
Robert D. Johnson
/s/ JOHN R. PARKER Treasurer (Principal Financial and
John R. Parker Accounting Manager)
* By:/s/ JOHN R. PARKER
John R. Parker
Attorney-In-Fact
</TABLE>
II-9
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newport, Commonwealth of
Kentucky, on July 19, 1995.
NORTHERN KENTUCKY AIR, INC.
(Registrant)
By:/s/ JOHN R. PARKER
John R. Parker
Treasurer (Principal Financial and
Accounting Manager)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Clifford R. Borland and John R. Parker and any of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this registration statement and any other documents and
instruments incidental thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 19, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- --------------------------------------------
<S> <C>
CLIFFORD R. BORLAND* Director and President
Clifford R. Borland
/s/ JOHN R. PARKER Treasurer (Principal Financial and
John R. Parker Accounting Manager)
* By:/s/ JOHN R. PARKER
John R. Parker
Attorney-In-Fact
</TABLE>
II-10
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newport, Commonwealth of
Kentucky, on July 19, 1995.
NORTHERN KENTUCKY MANAGEMENT, INC.
(Registrant)
By:/s/ JOHN R. PARKER
John R. Parker
Treasurer (Principal Financial and
Accounting Manager)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Clifford R. Borland and John R. Parker and any of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this registration statement and any other documents and
instruments incidental thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 19, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- --------------------------------------------
<S> <C>
CLIFFORD R. BORLAND* Director and President
Clifford R. Borland
/s/ JOHN R. PARKER Treasurer (Principal Financial and
John R. Parker Accounting Manager)
* By:/s/ JOHN R. PARKER
John R. Parker
Attorney-In-Fact
</TABLE>
II-11
<PAGE> 13
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To NS Group, Inc.:
We have audited in accordance with generally accepted auditing standards
the consolidated financial statements of NS Group, Inc. and subsidiaries
included in this registration statement and have issued our report thereon dated
October 31, 1994. Our audit was made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The schedule listed in Item
16(b) is the responsibility of the Company's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not part of the basic financial statements. This schedule has been subjected to
the auditing procedures applied in the audit of the basic financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.
Cincinnati, Ohio ARTHUR ANDERSEN LLP
October 31, 1994
S-1
<PAGE> 14
SCHEDULE II
NS GROUP, INC. AND SUBSIDIARIES
------------------------------
VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
<TABLE>
<CAPTION>
Reserves Deducted from
Assets in Balance Sheets
----------------------------
Allowance
for Allowance
Doubtful for Cash
Accounts(1) Discounts(1)
----------- ------------
<S> <C> <C>
BALANCE, September 28, 1991................................ $ 1,138 $ 97
Additions:
Charged to costs and expenses......................... 632 1,903
Deductions:
Net charges of nature for which
reserves were created............................... (463) (1,792)
----------- ------------
BALANCE, September 26, 1992................................ $ 1,307 $ 208
Additions:
Charged to costs and expenses......................... 572 2,338
Deductions:
Net charges of nature for which
reserves were created............................... (1,060) (2,293)
----------- ------------
BALANCE, September 25, 1993................................ $ 819 $ 253
Additions:
Charged to costs and expenses......................... 343 2,298
Deductions:
Sale of subsidiary.................................... (305) --
Net charges of nature for which
reserves were created............................... (220) (2,245)
----------- ------------
BALANCE, September 24, 1994................................ $ 637 $ 306
============ =============
</TABLE>
- ---------------
(1) Deducted from accounts receivable
S-2
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ---------- ---------------------------------------------------------------------- ----------
<C> <S> <C>
1.1* Form of Underwriting Agreement between NS Group, Inc. (the "Company")
and Chemical Securities Inc. and CS First Boston Corporation
3.1* Amended and Restated Articles of Incorporation of the Company, filed
January 11, 1990
3.2 Amended and Restated By-laws of the Company, dated November 14, 1991,
filed as Exhibit 3(b) to Company's Form 10-K for the fiscal year ended
September 28, 1991, File No. 1-9383, and incorporated herein by this
reference
3.3* Articles of Incorporation of Erlanger Tubular Corporation
("Erlanger"), as amended June 4, 1987
3.4* Code of Regulations of Erlanger, as amended January 2, 1990
3.5* Articles of Incorporation of Imperial Adhesives, Inc. ("Imperial"), as
amended March 27, 1986
3.6* Code of Regulations of Imperial, as amended December 11, 1989
3.7* Articles of Incorporation of Koppel Steel Corporation ("Koppel"),
dated July 9, 1990
3.8* Bylaws of Koppel, as amended January 2, 1990
3.9* Articles of Incorporation of Newport Steel Corporation ("Newport"), as
amended April 15, 1987
3.10* Bylaws of Newport, as amended January 2, 1990
3.11* Articles of Incorporation of Northern Kentucky Air, Inc., dated March
3, 1984
3.12* Bylaws of Northern Kentucky Air, Inc., as amended January 2, 1990
3.13* Articles of Incorporation of Northern Kentucky Management, Inc., dated
May 21, 1981
3.14* Bylaws of Northern Kentucky Management, Inc., as amended January 2,
1990
4.1* Form of Indenture (including form of Senior Secured Note) between the
Company and Huntington National Bank, as trustee (the "Trustee")
4.2* Form of Leasehold and Fee Mortgage, Assignment of Rents and Leases and
Security Agreement from Newport to the Trustee (Kentucky)
4.3* Form of Mortgage, Assignment of Rents and Leases and Security
Agreement from Koppel to the Trustee (Pennsylvania)
4.4* Form of Deed of Trust, Assignment of Rents and Leases and Security
Agreement from Koppel to the Trustee (Texas)
4.5* Form of Leasehold Mortgage, Assignment of Rents and Leases and
Security Agreement from Erlanger to the Trustee (Oklahoma)
4.6* Form of Junior Leasehold and Fee Mortgage, Assignment of Rents and
Leases and Security Agreement from Newport to the Company (Kentucky)
4.7* Form of Junior Mortgage, Assignment of Rents and Leases and Security
Agreement from Koppel to the Company (Pennsylvania)
4.8* Form of Junior Deed of Trust, Assignment of Rents and Leases and
Security Agreement from Koppel to the Company (Texas)
4.9* Form of Junior Leasehold Mortgage, Assignment of Rents and Leases and
Security Agreement from Erlanger to the Company (Oklahoma)
</TABLE>
<TABLE>
<C> <S> <C>
4.10* Form of Subsidiary Security Agreement between Newport and the Trustee
</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ---------- ---------------------------------------------------------------------- ----------
<C> <S> <C>
4.11* Form of Subsidiary Security Agreement between Koppel and the Trustee
4.12* Form of Subsidiary Security Agreement between Erlanger and the Trustee
4.13* Form of ICN Security Agreement between Newport and the Company
4.14* Form of ICN Security Agreement between Koppel and the Company
4.15* Form of ICN Security Agreement between Erlanger and the Company
4.16* Form of Pledge and Security Agreement between the Company and the
Trustee
4.17* Form of Subsidiary Guarantee
4.18* Form of Intercreditor Agreement between the Trustee and the Bank of
New York Commercial Corporation, as agent under the Credit Facility
4.19* Form of Agreement between the Trustee Koppel, and the Commonwealth of
Pennsylvania, Department of Commerce
4.20* Form of Subordination Agreement between the Trustee and the City of
Dayton, Kentucky
4.21* Form of Revolving Credit, Guaranty and Security Agreement among Bank
of New York Commercial Corporation, PNC Bank Ohio, N.A., Newport,
Koppel, Imperial, the Company, Erlanger, Northern Kentucky Air, Inc.
and Northern Kentucky Management, Inc.
4.22* Form of Warrant Agreement between the Company and The Huntington
National Bank, as warrant agent.
5.1 Opinion of Bryan Cave
10.1 Company's Amended Employee Incentive Stock Option Plan, filed as
Exhibit 10(a) to Company's Form 10-K for the fiscal year ended
September 30, 1989, File No. 1-9838, and incorporated herein by this
reference
10.2 Company's Executive Bonus Plan, filed as Schedule B to Exhibit 10.4 to
Company's Registration Statement on Form S-18, File No. 2-90643, and
incorporated herein by this reference
10.3 Company's Non-Qualified Stock Option and Stock Appreciation Rights
Plan of 1988, filed as Exhibit 1 to Company's Proxy Statement dated
January 13, 1989, File No. 1-9838, and incorporated herein by this
reference
10.4 Rights Agreement dated as of November 17, 1988 between Company and
Pittsburgh National Bank, filed as Exhibit 1 to Company's Form 8-K
dated November 17, 1988, File No. 1-9838, and incorporated herein by
this reference, and Appointment and Amendment Agreement dated July 29,
1994 between Registrant and Registrar and Transfer Company, filed as
Exhibit 10(d) to Company's Form 10-Q dated May 29, 1994, File No.
1-9838, and incorporated herein by reference
10.5 Company's 1993 Incentive Stock Option Plan, filed as Exhibit 1 to
Company's Proxy Statement dated December 22, 1992, File No. 1-9838,
and incorporated herein by this reference
10.6 Transfer Agreement, dated September 29, 1993, filed on September 28,
1993 as Exhibit 10.2 to the Amendment No. 2 to the Registration
Statement on Form S-1 of Kentucky Electric Steel, Inc., File No.
33-67140, and incorporated herein by this reference
10.7 Tax Agreement, dated October 6, 1993, by and among NS Group, Inc.,
Kentucky Electric Steel, Inc. and NSub I, Inc. (formerly Kentucky
Electric Steel Corporation), filed as Exhibit 10(h) to Company's Form
10-K for the fiscal year ended September 25, 1993, File No. 1-9383,
and incorporated herein by this reference
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ---------- ---------------------------------------------------------------------- ----------
<C> <S> <C>
10.8 Registration Rights Agreement dated October 6, 1993 among Kentucky
Electric Steel, Inc., NS Group, Inc. and NSub I, Inc. (formerly
Kentucky Electric Steel Corporation), filed as Exhibit 10(i) to
Company's Form 10-K for fiscal year ended September 25, 1993, File No.
1-9383, and incorporated herein by this reference
10.9 Form of 11% Subordinated Convertible Debenture due 2005, filed as
Exhibit 4.1 to Company's Form 8-K dated October 18, 1990, File No.
1-9838, and incorporated herein by this reference
10.10 Form of Warrant dated October 4, 1990, filed as Exhibit 4.2 to
Company's Form 8-K dated October 18, 1990, File No. 1-9838, and
incorporated herein by reference; and First Amendment to Warrant dated
September 26, 1992, filed as Exhibit 4(c) to Company's Form 10-K for
the fiscal year ended September 26, 1992, File No. 1-9838, and
incorporated herein by this reference
12.1* Computation of Earnings to Fixed Charges
21.1* Subsidiaries of the Company
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Bryan Cave is included in the opinion of Bryan Cave, filed
as Exhibit 5.1
24.1 Powers of Attorney (reference is made to the signature page of this
Registration Statement)
25.1* Statement of Eligibility of Trustee under the Trust Indenture Act of
1939 on Form T-1
27 Financial Data Schedule, filed as Exhibit 27 to Company's Form 10-Q
for the fiscal quarter ended April 1, 1995, File No. 1-9838, and
incorporated herein by this reference
</TABLE>
- ---------------
*Previously Filed
<PAGE> 1
EXHIBIT 5.1
BRYAN CAVE
ONE METROPOLITAN SQUARE
211 NORTH BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILIE: (314)259-2020
February 1, 1995
Board of Directors
NS Group, Inc.
Ninth & Lowell Streets
Newport, Kentucky 41072
Gentlemen:
We are acting as special counsel for NS Group, Inc., a Kentucky
corporation (the "Company"), in connection with various legal matters relating
to the filing of a Registration Statement on Form S-1, No. 33-56637 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), covering the offering of $125 million aggregate principal amount of
units consisting of Senior Secured Notes due 2003 (the "Senior Secured Notes")
proposed to be issued by the Company under an Indenture (the "Indenture")
between the Company and Huntington National Bank, as trustee, and warrants (the
"Warrants") to purchase shares of the Company's Common Stock.
In connection therewith, we have examined and relied as to matters of
fact upon such certificates of public officials, such statements and
certificates of officers of the Company, and originals or copies certified to
our satisfaction of the Amended and Restated Articles of Incorporation and
By-laws of the Company, proceedings of the Board of Directors of the Company
and such other corporate records, documents, certificates and instruments as we
have deemed necessary or appropriate in order to enable us to render the
opinion expressed below.
In rendering this opinion, we have assumed the genuineness of all
signatures on all documents examined by us, the authenticity of all documents
submitted to us as originals and the conformity to authentic originals of all
documents submitted to us as certified or photostatted copies.
Based on the foregoing and in reliance thereon, we are of the opinion
that
1. the Senior Secured Notes (i) have been duly authorized and, upon
execution, authentication and delivery thereof in accordance with the terms and
provisions of the Indenture, will be legally issued, fully paid and
non-assessable and (ii) will constitute binding obligations of the Company
entitled to the benefits provided by the Indenture, except as may be limited by
applicable bankruptcy, insolvency, reorganization, receivership,
rehabilitation, moratorium, fraudulent transfer, and other similar laws
relating to or affecting the rights and
<PAGE> 2
remedies of creditors and others generally and by general principles of equity,
including, without limitation, concepts of reasonableness, materiality, good
faith and fair dealing and the possible unavailability of specific performance,
injunctive relief or other equitable remedies, regardless of whether
enforceability is considered in a proceeding in equity or at law;
2. the Warrants (i) have been duly authorized and, upon execution and
delivery thereof in accordance with the terms and provisions of the Warrant
Agreement, will be legally issued, fully paid and non-assessable and (ii) will
constitute binding obligations of the Company entitled to the benefits
provided by the Warrant Agreement, except as may be limited by rehabilitation,
moratorium, fraudulent transfer, and other similar laws relating to or
affecting the rights and remedies of creditors and others generally and by
general principles of equity, including, without limitation, concepts of
reasonableness, materiality, good faith and fair dealing and the possible
unavailability of specific performance, injunctive relief or other equitable
remedies, regardless of whether enforceability is considered in a proceeding in
equity or at law; and
3. the additional shares of Common Stock which may be issued upon
exercise of the Warrants have been duly authorized and, when so issued and
exchanged, will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus filed as a part thereof. We also consent to your
filing copies of this opinion as an exhibit to the Registration Statement with
agencies of such states as you deem necessary in the course of complying with
the laws of such states regarding the offering and sale of the Senior Secured
Notes. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission relating
thereto.
Very truly yours,
BRYAN CAVE
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
--------------------------------------
Arthur Andersen LLP
Cincinnati, Ohio
July 19, 1995
