SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 27, 1999
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to _________
Commission file number 1-9838
NS GROUP, INC.
Exact name of registrant as specified in its charter
KENTUCKY 61-0985936
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)
Ninth and Lowell Streets, Newport, Kentucky 41072
(Address of principal executive offices)
Registrant's telephone number, including area code (606)
292-6809
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 the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.
Common stock, no par value 21,416,874
(Class) (Outstanding at April 30,
1999)
ITEM 6. Exhibits and Reports on Form 8-K
a) Exhibits - Reference is made to the Index to Exhibits,
which is incorporated herein by reference.
b) Reports on Form 8-K - None
SIGNATURES
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 thereunto duly
authorized.
NS GROUP, INC.
Date: July 26, 1999 By:/s/John R. Parker
John R. Parker
Vice President, Treasurer and
Chief Financial Officer
(Principal Financial Officer)
INDEX TO EXHIBITS
Number Description
3.1 Amended and Restated Articles of Incorporation of
Registrant, filed as Exhibit 3.1 to Amendment No. 1 to
Registrant's Form S-1 dated January 17, 1995, File No.
33-56637, and incorporated herein by this reference
3.2 Amended and restated By-Laws of Registrant, dated
December 4, 1995, filed as 1995, File No. 1-9838, and
incorporated herein by this reference
4.20 Credit Agreement between the Company and Bank of
America National Trust and Savings Association, dated
July 31, 1998, filed as Exhibit 4.20 to Company's Form
10-K for the fiscal year ended September 26, 1998, File
No.1-9838, and incorporated herein by this reference;
and Amendment No. 1 dated March 25, 1999 filed herewith
27 Financial Data Schedule (Corrected)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from NS Group, Inc.'s condensed consolidated financial statements
as of an for the six month period ended March 27, 1999, included
in the Company's Quarterly Report on Form 10-Q and is qualified
in its entirety by reference to such condensed consolidated
financial statements.
</LEGEND>
<RESTATED>
<CIK> 0000745026
<NAME> NS GROUP, INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-25-1999
<PERIOD-START> SEP-27-1998
<PERIOD-END> MAR-27-1999
<EXCHANGE-RATE> 1
<CASH> 2,318
<SECURITIES> 19,340
<RECEIVABLES> 31,706
<ALLOWANCES> 828
<INVENTORY> 61,341
<CURRENT-ASSETS> 141,559
<PP&E> 328,190
<DEPRECIATION> 181,142
<TOTAL-ASSETS> 372,849
<CURRENT-LIABILITIES> 49,062
<BONDS> 72,674
0
0
<COMMON> 257,139
<OTHER-SE> (14,940)
<TOTAL-LIABILITY-AND-EQUITY> 372,849
<SALES> 110,729
<TOTAL-REVENUES> 110,729
<CGS> 122,556
<TOTAL-COSTS> 122,556
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,807
<INCOME-PRETAX> (27,802)
<INCOME-TAX> (2,726)
<INCOME-CONTINUING> (25,076)
<DISCONTINUED> 0
<EXTRAORDINARY> (3,837)
<CHANGES> 0
<NET-INCOME> (28,913)
<EPS-BASIC> (1.30)
<EPS-DILUTED> (1.30)
</TABLE>
