THIS DOCUMENT IS A COPY OF THE FORM 8-K FILED ON OCTOBER 30, 2000 PURSUANT
TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
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.
NS GROUP, INC.
CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Nine Month Period Ended July 1, 2000 (Unaudited)
(In thousands, except per share data)
Historical Adjustment Pro Forma
NET SALES $ 293,546 $ (33,161)(A) $ 260,385
COST AND EXPENSES
Cost of products sold 292,119 (24,143)(A) 267,976
Selling and admini-
strative expenses 21,879 (7,377)(A) 14,502
Operating income
(loss) (20,452) (1,641) (22,093)
Other Income (Expense)
Investment & other
income 4,266 64 (A) 4,330
Interest expense (8,985) 33 (A) (8,952)
Income (loss) before
income taxes (25,171) (1,544) (26,715)
Provision (Benefit) for
Income Taxes 111 (354)(A) (243)
Net income (loss) $ (25,282) $ (1,190) $(26,472)
Per Common Share (Basic &
Diluted)
Net income (loss) $ (1.17) $ (0.06)(A) $ (1.23)
Weighted Average Outstanding
Shares
Basic and Diluted 21,538 21,538 21,538
See Notes to Unaudited Proforma Condensed Consolidated Financial
Information.
NS GROUP, INC.
CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Fiscal Year Ended September 25, 1999 (Unaudited)
(In thousands, except per share data)
Historical Adjustment Pro Forma
NET SALES $242,563 $(43,684)(B) $ 198,879
COST AND EXPENSES
Cost of products sold 262,849 (31,509)(B) 231,340
Selling and adminis-
trative expenses 26,842 (9,996)(B) 16,846
Operating income
(loss) (47,128) (2,179) (49,307)
Other Income (Expense)
Investment & other
income 9,449 140 (B) 9,589
Interest expense (11,601) 50 (B) (11,551)
Income (loss) before
income taxes (49,280) (1,989) (51,269)
Provision (Benefit) for
income taxes (3,727) (585)(B) (4,312)
Income (loss) before
extraordinary items (45,553) (1,404) (46,957)
Extraordinary items,
net of tax (3,837) - (3,837)
Net income (loss) $(49,390) (1,404) (50,794)
Per Common Share
(Basic & Diluted)
Loss before
extraordinary items $(2.08) $(0.06)(B) $(2.14)
Extraordinary items (0.18) - (0.18)
Net income (loss) $ (2.26) $(0.06) $(2.32)
Weighted Average
Outstanding Shares
Basic and Diluted 21,852 21,852 21,852
See Notes to Unaudited Proforma Condensed Consolidated Financial
Information.
NS GROUP, INC.
CONDENSED PRO FORMA CONSOLIDATED BALANCE SHEET
(In thousands)
July 1, 2000 (Unaudited)
Historical Adjustment Pro Forma
Current Assets
Cash and investments $ 39,212 $ 26,750 (C) $ 65,962
Accounts receivable,
net 54,562 (5,635) (D) 48,927
Inventories 66,675 (5,277) (D) 61,398
Other current assets 23,121 5 23,126
Total current assets 183,570 15,843 199,413
Property, Plant and
Equipment-Net 132,794 (3,196) (D) 129,598
Investments & Other
Assets 30,921 (307) (D) 30,614
$347,285 $ 12,340 $359,625
Current Liabilities
Accounts and notes
payable $ 36,885 $ (2,441) (D) $ 34,444
Accrued liabilities 32,989 (621) (D) 33,368
1,000 (E)
Total current
liabilities 69,874 (2,062) 67,812
Long-term Debt-net 73,203 (468) (D) 72,735
Deferred Taxes 8,602 (20) (D) 8,582
Shareholders' Equity 195,606 14,890 (F) 210,496
$347,285 $ 12,340 $359,625
NOTES TO PRO FORMAT 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 of July 1, 2000, which
were sold to Sovergn.
(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.
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 hereunto duly authorized.
NS Group, Inc.
Date: October 26, 2000 By: /s/Thomas J. Depenbrock
Thomas J. Depenbrock
Vice President, Treasurer and
Chief Financial Officer
