-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ToJzB8U9Wn8RaFiX9GqBLvOoTuCcNPaUF5aSlUNRclbv8n5hGYm+RtJ8nf7r8n76 dumulQiwnkacs+Tz4A3IYw== 0000919574-97-001245.txt : 19971231 0000919574-97-001245.hdr.sgml : 19971231 ACCESSION NUMBER: 0000919574-97-001245 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971230 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NS GROUP INC CENTRAL INDEX KEY: 0000745026 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 610985936 STATE OF INCORPORATION: KY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-39608 FILM NUMBER: 97746583 BUSINESS ADDRESS: STREET 1: NINTH & LOWELL STS CITY: NEWPORT STATE: KY ZIP: 41072 BUSINESS PHONE: 6062926809 MAIL ADDRESS: STREET 1: PO BOX 1670 CITY: NEWPORT STATE: KY ZIP: 41072 FORMER COMPANY: FORMER CONFORMED NAME: NEWPORT STEEL CORP/KY DATE OF NAME CHANGE: 19870514 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EVEREST CAPITAL LTD CENTRAL INDEX KEY: 0000922216 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: CORNER HOUSE 20 PARLIAMENT ST STREET 2: P O BOX HM 2458 CITY: HAMILTON STATE: D0 MAIL ADDRESS: STREET 1: SEWARD & KISSEL STREET 2: 1 BATTERY PARK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: * Name of Issuer: NS Group, Inc. Title of Class of Securities: Common Stock, no par value CUSIP Number: 628916108 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Mr. Dimitrijevic, c/o Everest Capital Limited The Bank of Butterfield Building 65 Front Street, 6th Floor, Hamilton HM JX, Bermuda December 18, 1997 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 628916108 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Everest Capital Limited 2. Check the Appropriate Box if a Member of a Group a. b. 3. SEC Use Only 4. Source of Funds AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Bermuda Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 1,778,100 8. Shared Voting Power: 9. Sole Dispositive Power: 1,778,100 10. Shared Dispositive Power: 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,778,100 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 7.63% 14. Type of Reporting Person CO 3 The purpose of this Schedule 13D is to report Everest Capital Limited's (the "Reporting Person") ownership of the Common Stock, no par value (the "Shares"), in NS Group, Inc. (the "Issuer"). Item 1. Security and Issuer The title of the class of equity securities to which this statement relates is: Common Stock, no par value in NS Group, Inc. The name and address of the principal executive and business office of the Issuer is: NS Group, Inc. Ninth & Lowell Sts. Newport, KY 41072 Item 2. Identity and Background (a) Everest Capital Limited (b) The Bank of Butterfield Building, 65 Front Street, 6th Floor, Hamilton HM JX, Bermuda (c) The principal businesses of the Reporting Person is to act as an investment manager for various private investment entities and managed accounts. (d) During the last five years, neither the Reporting Person nor any person affiliated with the Reporting Person has been convicted in any criminal proceeding, excluding traffic violations or similar misdemeanors. (e) During the last five years, neither the Reporting Person nor any person affiliated with the Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it or such person is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a corporation organized under the laws of Bermuda. 4 Item 3. Source and Amount of Funds or Other Consideration. The funds for the purchase of the Shares of the Issuer came from the respective working capital of the Fund or the other private investment entities, from the funds of each managed account or from margin loans entered into in the ordinary course of business. The shares were purchased for an aggregate purchase price of $29,145,249.11. Item. 4 Purpose of Transactions. The Shares held by the above mentioned entities were acquired for, and are being held for, investment purposes. The acquisitions of the Shares described herein were made in the ordinary course of the Reporting Person's business or investment activities, as the case may be. The Reporting Person, on behalf of the above mentioned entities, reserves the right to purchase Shares in privately negotiated transactions or in any other lawful manner in the future. Item 5. Interest in Securities of Issuer. (a) Based on information received from the Issuer, as of September 27, 1997 there were 23,310,297 Shares outstanding. As of the date hereof the Reporting Person is deemed to be the beneficial owner of 1,778,100 shares of the outstanding Shares of the Issuer. Therefore, the Reporting Person is deemed to be the beneficial owner of 7.63% of the Issuer's outstanding Shares. (b) The Reporting Person has the sole power to vote and dispose of all the shares held by the above mentioned entities. (c) All transactions in the Shares effected by the Reporting Person during the sixty days prior to December 18, 1997 through the date of this filing were effected in open-market transactions and are set forth in Exhibit A hereto. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Shares. (e) Not applicable 5 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Except as described herein, there are no contracts, arrangements, understandings or relationships between the persons named in Item 2 hereof or between such persons and any other person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. Exhibit A. Schedule of Transactions in the Shares made by the Reporting Person in the sixty days prior to December 18, 1997 through the date of this filing. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 30, 1997 ____________________________ Date Everest Capital Limited By: Marko Dimitrijevic / President ________________________________ Name/Title 6 EXHIBIT A SCHEDULE OF TRANSACTIONS Price Per Share (Excluding Date Shares Acquired Commission) ____ or (sold) _____________ 12/15/97 100,000 $14.7461 12/16/97 140,000 15.3415 12/17/97 9,000 17.3308 12/17/97 150,000 16.3935 12/17/97 250,000 16.5951 12/18/97 300,000 16.5973 12/18/97 804,100 16.7151 12/23/97 25,000 13.57 00119001.DF2 -----END PRIVACY-ENHANCED MESSAGE-----