SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 25, 1999
COMMISSION FILE NUMBER 1-9838
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 Number)
Ninth and Lowell Streets, Newport, Kentucky 41072
(Address of principal executive offices)
Registrant's telephone number, including area code (606) 292-
6809
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
Common Stock, no par value which registered
Preferred Stock Purchase Rights New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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 Regulation 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 [ ]
Based on the closing sales price of November 29, 1999,
as reported in The Wall Street Journal, the aggregate market
value of the voting stock held by non-affiliates of the
registrant was approximately $174.4 million.
The number of shares outstanding of the registrant's
Common Stock, no par value, was 21,492,708 at November 29,
1999.
Documents Incorporated by Reference
Parts I, II and III incorporate certain information by
reference from the Annual Report to Shareholders for the
fiscal year ended September 25, 1999 ("1999 Annual Report").
Part III also incorporates certain information by reference
from the Company's Proxy Statement dated December 20, 1999
for the Annual Meeting of Shareholders on February 10, 2000
("Proxy").
PART II
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
Consolidated Financial Summary
(Dollars in thousands, except per share amounts)
1999 1998 1997 1996 1995
Summary of
Operations
Net sales $242,563 $409,855 $481,170 $409,382 $371,352
Operating
income
(loss) (45,586) 8,693 40,697 12,710 8,147
Operating
income
margin (18.8)% 2.1% 8.5% 3.1% 2.2%
Income (loss)
before extra-
ordinary items (44,589) 2,427 13,185 (8,944) (4,835)
Net income
(loss) (48,426) 3,086 3,929 (8,944) (10,035)
Income (loss)
per diluted
share
before extra-
ordinary items (2.04) .10 .88 (.65) (.35)
Net income
(loss) per
diluted share (2.22) .13 .26 (.65) (.73)
Dividends per
common share - - - - -
Weighted average
shares
outstanding -
diluted (000's) 21,852 24,511 14,969 13,809 13,809
Other Financial and Statistical Data
Working
Capital $ 97,573 $147,454 $229,514 $ 84,007 $74,443
Total assets 359,795 419,306 502,899 303,136 300,086
Long-term debt 72,833 76,325 76,424 164,789 166,528
Common
shareholders'
equity 221,152 278,049 275,398 60,218 69,699
Capital
Expenditures 28,401 32,576 7,139 6,510 12,233
Depreciation
and amorti-
zation 21,735 19,238 23,828 20,902 21,311
EBITDA (21,513) 30,475 59,771 32,614 30,141
Current ratio 2.71 3.77 2.66 2.21 2.30
Debt to total
Capitalization 24.8% 21.5% 21.7% 73.2% 70.5%
Book value per
outstanding
share 10.31 12.10 11.81 4.36 5.05
Product shipments (tons)
Energy
Products 317,000 474,000 616,600 549,500 487,100
Industrial
products -
SBQ 130,500 160,100 152,400 133,700 169,000
Employees 1,619 1,803 1,948 1,774 1,728
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.
NS GROUP, INC.
Date: January 25, 2000 By: /s/Thomas J. Depenbrock
Thomas J. Depenbrock
Vice President and
Corporate Controller
