<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
--------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): November 5, 1998
NS Group, Inc.
------------------------------------
(Exact Name of Registrant as Specified in Charter)
Kentucky 1-9838 61-0985936
-------- ------ ----------
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
Ninth and Lowell Streets
Newport, Kentucky 41072
- ----------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(606) 292-6809
--------------
<PAGE> 2
ITEM 5. OTHER EVENTS.
On November 5, 1998, the Board of Directors of NS Group, Inc.,
(the "Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of Common Stock, no par value, of the
Company (the "Common Stock"). The dividend distribution is payable on November
17, 1998 (the "Record Date") to the shareholders of record as of the close of
business on that date. Each Right entitles the registered holder to purchase
from the Company one one-hundredth of a share of Series B Junior Participating
Preferred Stock, par value $10.00 per share (the "Preferred Stock") of the
Company at a price of $40.00 per one one-hundredth of a share of Preferred Stock
(the "Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a 1998 Rights Agreement dated as of November 17, 1998,
as the same may be amended from time to time (the "Rights Agreement"), between
the Company and Registrar and Transfer Company, as Rights Agent (the "Rights
Agent").
Until the earlier to occur of (i) the close of business on the
tenth business day following the date of public announcement or the date on
which the Company first has notice or determines that a person or group of
affiliated or associated persons (other than the Company, any subsidiary of the
Company or any employee benefit plan of the Company) (an "Acquiring Person") has
acquired, or obtained the right to acquire, 20% or more of the outstanding
shares of voting stock of the Company without the prior express written consent
of the Company executed on behalf of the Company by a duly authorized officer of
the Company following express approval by action of at least a majority of the
members of the Board of Directors then in office (the "Stock Acquisition Date")
or (ii) the close of business on the tenth business day (or such later date as
may be determined by action of the Board of Directors but not later than the
Stock Acquisition Date) following the commencement of a tender offer or exchange
offer, without the prior written consent of the Company, by a person (other than
the Company, any subsidiary of the Company or any employee benefit plan of the
Company) which, upon consummation, would result in such party's control of 20%
or more of the Company's voting stock (the earlier of the dates in clause (i) or
(ii) above being called the "Distribution Date"), the Rights will be evidenced,
with respect to any of the Common Stock certificates outstanding as of the
Record Date, by such Common Stock certificates.
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Company's Common Stock. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
new Common Stock certificates issued after the Record Date upon transfer or new
issuances of Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption,
exchange or expiration of the Rights), the surrender for transfer of any
certificates for shares of Common Stock outstanding as of the Record Date, even
without such notation or a copy of this Summary of Rights, will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the
<PAGE> 3
Common Stock as of the close of business on the Distribution Date and such
separate certificates alone will then evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire, if not previously exercised, on November 17, 2008 (the
"Final Expiration Date"), unless the Final Expiration Date is extended or unless
the Rights are earlier redeemed or exchanged by the Company.
The Purchase Price payable, and the number of shares of
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of the Preferred Stock, (ii) upon the grant to holders of the
Preferred Stock of certain rights or warrants to subscribe for or purchase
Preferred Stock at a price, or securities convertible into Preferred Stock with
a conversion price, less than the then-current market price of the Preferred
Stock or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular periodic cash dividends
or dividends payable in Preferred Stock) or of subscription rights or warrants
(other than those referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a share of Preferred Stock issuable upon exercise of each
Right are also subject to adjustment in the event of a stock split of the Common
Stock or a stock dividend on the Common Stock payable in shares of Common Stock
or subdivisions, consolidations or combinations of the Common Stock occurring,
in any such case, prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the
Rights will not be redeemable and junior to any other series of preferred stock
the Company may issue (unless otherwise provided in the terms of such stock).
Each share of Preferred Stock will have a preferential dividend in an amount
equal to 100 times any dividend declared on each share of Common Stock. In the
event of liquidation, the holders of the Preferred Stock will receive a
preferred liquidation payment of equal to the greater of $100 and 100 times the
payment made per share of Common Stock. Each share of Preferred Stock will have
100 votes, voting together with the Common Stock. In the event of any merger,
consolidation or other transaction in which shares of Common Stock are converted
or exchanged, each share of Preferred Stock will be entitled to receive 100
times the amount and type of consideration received per share of Common Stock.
The rights of the Preferred Stock as to dividends, liquidation and voting, and
in the event of mergers and consolidations, are protected by customary
antidilution provisions.
Because of the nature of the Preferred Stock's dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a
share of Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.
If any person or group (other than the Company, any subsidiary
of the Company or any employee benefit plan of the Company) acquires 20% or more
of the Company's outstanding voting stock without the prior written consent of
the Board of Directors, each Right, except those held by such persons, would
entitle each holder of a Right to acquire such number
<PAGE> 4
of shares of the Company's Common Stock as shall equal the result obtained by
multiplying the then current Purchase Price by the number of one one-hundredths
of a share of Preferred Stock for which a Right is then exercisable and dividing
that product by 50% of the then current per-share market price of Company Common
Stock.
If any person or group (other than the Company, any subsidiary
of the Company or any employee benefit plan of the Company) acquires more than
20% but less than 50% of the outstanding Company Common Stock without prior
written consent of the Board of Directors, each Right, except those held by such
persons, may be exchanged by the Board of Directors for one share of Company
Common Stock.
If the Company were acquired in a merger or other business
combination transaction where the Company is not the surviving corporation or
where Company Common Stock is exchanged or changed or 50% or more of the
Company's assets or earnings power is sold in one or several transactions
without the prior written consent of the Board of Directors, each Right would
entitle the holders thereof (except for the Acquiring Person) to receive such
number of shares of the acquiring company's common stock as shall be equal to
the result obtained by multiplying the then current Purchase Price by the number
of one one-hundredths of a share of Preferred Stock for which a Right is then
exercisable and dividing that product by 50% of the then current market price
per share of the common stock of the acquiring company on the date of such
merger or other business combination transaction.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional shares of Preferred Stock will be
issued (other than fractions which are integral multiples of one one-hundredth
of a share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts), and in lieu thereof an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes
such, the Board of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of $0.005 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
including, but not limited to, an amendment to lower certain thresholds
described above to not less than the greater of (i) any percentage greater than
the largest percentage of the voting power of all securities of the Company then
known to the Company to be beneficially owned by any person or group of
affiliated or associated persons (other than an excepted person) and (ii) 10%,
except that from and after such time as any person or group of affiliated or
associated persons becomes an
<PAGE> 5
Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The form of Rights Agreement between the Company and the
Rights Agent specifying the terms of the Rights, which includes as Exhibit B
thereto the form of Right Certificate, is attached hereto as Exhibit 4 and is
incorporated herein by reference. The foregoing description of the Rights does
not purport to be complete and is qualified in its entirety by reference to the
form of Rights Agreement (and the exhibits thereto) attached hereto.
<PAGE> 6
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit No. Description of Exhibit
4 Rights Agreement, dated as of November 17, 1998
between NS Group, Inc., and Registrar and Transfer
Company, as Rights Agent, which includes the form of
Articles of Amendment, setting forth the terms of the
Series B Junior Participating Preferred Stock, par
value $10.00 per share, as Exhibit A, the form of
Right Certificate as Exhibit B and the Summary of
Preferred Stock Purchase Rights as Exhibit C.
Pursuant to the Rights Agreement, printed Right
Certificates will not be mailed until as soon as
practicable after the earlier of the tenth day after
public announcement that a person or group (except
for certain exempted persons or groups) has acquired
beneficial ownership of 20% or more of the
outstanding shares of Common Stock or the tenth
business day (or such later date as may be determined
by action of the Board of Directors) after a person
commences, or announces its intention to commence, a
tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a
person or group of 20% or more of the outstanding
shares of Common Stock (incorporated by reference to
Exhibit 1 to the Form 8-A filed by NS Group, Inc., on
November 5, 1998).
99 Press release dated November 5, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
NS GROUP, INC.
(Registrant)
Date: November 5, 1998 By: /s/ John R. Parker
------------------------------------------
Name: John R. Parker
Title: Vice President and Treasurer
<PAGE> 7
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4 Rights Agreement, dated as of November 17, 1998
between NS Group, Inc., and Registrar and Transfer
Company, as Rights Agent, which includes the form of
Articles of Amendment, setting forth the terms of the
Series B Junior Participating Preferred Stock, par
value $10.00 per share, as Exhibit A, the form of
Right Certificate as Exhibit B and the Summary of
Preferred Stock Purchase Rights as Exhibit C.
Pursuant to the Rights Agreement, printed Right
Certificates will not be mailed until as soon as
practicable after the earlier of the tenth day after
public announcement that a person or group (except
for certain exempted persons or groups) has acquired
beneficial ownership of 20% or more of the
outstanding shares of Common Stock or the tenth
business day (or such later date as may be determined
by action of the Board of Directors) after a person
commences, or announces its intention to commence, a
tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a
person or group of 20% or more of the outstanding
shares of Common Stock (incorporated by reference to
Exhibit 1 to the Form 8-A filed by NS Group, Inc., on
November 5, 1998).
99 Press release dated November 5, 1998.
<PAGE> 1
Exhibit 99
FOR IMMEDIATE RELEASE - November 5, 1998
CONTACT: Clifford R. Borland
President and Chief Executive Officer
NS Group, Inc.
(606)292-6809
NS GROUP, INC. DECLARES DIVIDEND DISTRIBUTION
OF PREFERRED STOCK PURCHASE RIGHTS
NEWPORT, KENTUCKY - On November 5, 1998, the Board of Directors of NS
Group, Inc. (NYSE: NSS) approved the adoption of a Shareholder Rights Plan
designed to discourage takeovers that involve abusive tactics or do not provide
fair value to shareholders. The plan is similar to the plan first adopted by NS
Group in 1988, which expires on November 17 of this year.
Clifford R. Borland, Chairman of the Board of Directors stated, "The
Board of Directors determined that adopting the Shareholder Rights Plan is an
effective and reasonable method to safeguard the interests of our shareholders.
We are particularly concerned that the future benefits of current programs and
initiatives could be denied to shareholders by an opportunistic, undervalued
acquisition of the Company. The plan is designed to assure that shareholders are
not deprived of their rights to share in the full measure of the Company's
long-term potential, while not preventing a fully valued bid for the Company."
The Shareholder Rights Plan provides for a dividend distribution of one
Preferred Stock Purchase Right for each outstanding share of NS Group, Inc.
common stock. The dividend distribution will be made to shareholders of record
on November 17, 1998. Each shareholder is automatically entitled to the Rights
and no physical distribution of new certificates will be made at this time. The
Rights distribution is not taxable to shareholders.
The Rights will be exercisable only if a person or group (except for
certain exempted persons or groups) acquires 20% or more of NS Group, Inc.'s
common stock or announces a tender offer which would result in ownership of 20%
or more of the common stock. The Rights entitle the holder to purchase one
one-hundredth of a share of Series B Junior Participating Preferred Stock at an
exercise price of $40.00 and will expire on November 17, 2008.
Following the acquisition of 20% or more of NS Group, Inc.'s common
stock by a person or group, the holders of the Rights (other than the acquiring
person) will be entitled to purchase shares of common stock at one-half the then
current market price, and, in the event of a subsequent merger or other
acquisition of the Company, to buy shares of common stock of the acquiring
entity at one-half of the market price of those shares.
NS Group, Inc. will be able to redeem the Rights at $0.005 per Right
at any time until a person or group acquires 20% or more of the Company's
shares.
A letter outlining the Shareholder Rights Plan in more detail will be
sent to the Company's shareholders following the record date.
<PAGE> 2
NS Group, Inc. is a holding company that owns three operating
subsidiaries: Newport Steel Corporation, a manufacturer of welded tubular
steel products and hot rolled coils; Koppel Steel Corporation, a manufacturer
of seamless tubular steel products and special bar quality products; and
Imperial Adhesives, Inc., a manufacturer of industrial adhesives products. NS
Group, Inc.'s common stock (symbol: NSS) is traded on the New York Stock
Exchange.
This report contains forward-looking information with respect to the
Company's operations and beliefs. Actual results may differ from these
forward-looking statements due to numerous factors, including those discussed
in the Company's Form 10-K for its fiscal year ended September 27, 1997.
