SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 12, 2000
NS GROUP, INC.
(Exact name of registrant as specified in its charter)
Kentucky 1-9838
61-0985936
(State or other jurisdiction (Commission file
(I.R.S. Employer
incorporation) number)
identification number)
530 West Ninth Street, Newport, Kentucky 41071
(Address of principal executive offices)
Registrant's telephone number, including area code: (859) 292-
6809
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 12, 2000, pursuant to a Stock Purchase Agreement
("Agreement") dated as of September 13, 2000, by and among Mini
Crown Funding Corp., a Delaware corporation (the "Buyer"), the
Buyer's parent, Sovereign Specialty Chemicals, Inc., a Delaware
corporation ("Sovereign"), Imperial Adhesives, Inc., an Ohio
Corporation ("Imperial"), and NS Group, Inc., a Kentucky
Corporation (the "Company"), NS Group sold the stock of its
wholly-owned subsidiary, Imperial Adhesives, Inc. The terms of
the Agreement were determined by arm's length negotiation between
the Company and Sovereign. The Company disposed of its
investment in Imperial in consideration of the receipt of
$26,750,000 in cash. The agreement calls for an adjustment to the
purchase price for amounts of working capital at closing being
more or less than the targeted working capital balance as
described in the Agreement. The Company will report a gain on
this sale during its first fiscal quarter ended December 30,
2000. At this time, the work needed to determine the final
working capital of Imperial has not been completed. When that
work is completed, any adjustment of the sale price will affect
the gain on the sale.
Imperial manufactures custom water-borne, solvent- borne and hot-
melt adhesives and footwear finishes. These products are
manufactured at plants located in Cincinnati, Ohio and Nashville,
Tennessee.
The foregoing description of the Stock Purchase Agreement is
qualified in its entirety by reference to such Agreement, a copy
which is attached hereto as Exhibit 2(a). The Company agrees to
furnish supplementally to the Commission upon request a copy of
all omitted schedules and exhibits to the Asset Purchase
Agreement.
On September 13, 2000, the Company issued a press release
announcing the sale agreement. On October 12, 2000, the Company
issued a press release announcing the completion of the sale. The
press releases are attached hereto as Exhibit 99(a) and 99(b) and
incorporated herein by reference.
There are no material relationships between the Company and
Sovereign or any of our officers and directors.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information.
Pursuant to Securities and Exchange Commission regulations, the
following unaudited pro forma consolidated financial information
of NS Group, Inc. has been prepared to reflect the sale as if it
had been consummated on earlier dates. The unaudited pro forma
statements of operations are presented for the nine-month period
ended July 1, 2000 and the fiscal year ended September 25, 1999.
The unaudited pro forma consolidated balance sheet has been
prepared to reflect the Sale, the receipt of all proceeds and
payment of all related costs as having occurred on July 1, 2000.
The unaudited pro forma condensed consolidated financial
statements have been derived from, and should be read in
conjunction with, the historical consolidated financial
statements and related notes contained in the annual and
quarterly reports of NS Group, Inc., which have been incorporated
by reference into this Current Report on Form 8-K. The unaudited
pro forma condensed consolidated financial statements are
presented for informational purposes only and are not necessarily
indicative of the financial position or results of operations of
NS Group, Inc., that would have occurred had the acquisition been
consummated as of the dates indicated. In addition, the unaudited
condensed pro forma consolidated financial statements are not
necessarily indicative of the future financial condition or
operating results of NS Group, Inc.
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See Notes to Unaudited Proforma Condensed Consolidated Financial
Information
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NOTES TO PRO FORMA FINANCIAL INFORMATION
(A) Adjustment to eliminate Imperial amounts included in the
nine-month period ended July 1, 2000.
(B) Adjustment to eliminate Imperial amounts included in year
ended September 25, 1999.
(C) Adjustment to reflect proceeds from the sale of Imperial.
(D) Adjustment to eliminate assets and liabilities of Imperial
in the Company's consolidated balance sheet as July 1, 2000,
which were sold to Sovereign.
(E) Represents estimated liabilities pertaining primarily to
indemnification matters pursuant to the stock purchase agreement.
(F) Represents estimated gain on sale transaction
NOTE: The unaudited proforma condensed consolidated statements
of operations do not reflect any effect as the
result of the use of the sale proceeds.
(c) Exhibits
Exhibit 2(a) Stock Purchase Agreement dated September 13, 2000,
by and among Mini Crown Funding Corp., a Delaware
corporation, Sovereign Specialty Chemicals, Inc., a
Delaware corporation, Imperial Adhesives, Inc., an Ohio
Corporation, and NS Group, Inc., a Kentucky
Corporation.
Exhibit 2(b) First Amendment to Stock Purchase Agreement dated
October 10, 2000
Exhibit 2(c) Second Amendment to Stock Purchase Agreement dated
October 11, 2000
The Company agrees to furnish supplementally to the
Commission upon request a copy of all omitted schedules
and exhibits to the Stock Purchase Agreement.
Exhibit 99(a) News release issued by NS Group, Inc. dated
September 13, 2000, announcing agreement to sell
Imperial Adhesives, Inc.
Exhibit 99(b) News release issued by NS Group, Inc. dated
October 12, 2000, announcing the completion of the sale
of Imperial Adhesives, Inc.
SIGNATURESPursuant 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.
Date: October
26, 2000 By: ______________________
Thomas J. Depenbrock
Vice President, Treasurer and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No.
2(a) Stock Purchase Agreement dated September 13, 2000,
by and among Mini Crown Funding Corp., a Delaware
corporation, Sovereign Specialty Chemicals, Inc.,
a Delaware corporation, Imperial Adhesives, Inc.,
an Ohio Corporation, and NS Group, Inc., a
Kentucky Corporation.
2(b) First Amendment to Stock Purchase Agreement dated
October 10, 2000
2(c) Second Amendment to Stock Purchase Agreement dated
October 11, 2000
The Company agrees to furnish supplementally to
the Commission upon request a copy of all omitted
schedules and exhibits to the Stock Purchase
Agreement.
99(a) News release issued by NS Group, Inc. dated
September 13, 2000, announcing agreement to sell
Imperial Adhesives, Inc.
99(b) News release issued by NS Group, Inc. dated
October 12, 2000, announcing the completion of the
sale of Imperial Adhesives, Inc.
