-----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, LuZ1RJyg1+mYl7fgy0QT2jtfx/fP6wy0bwJ+2+CZNspcoSnFr1n38aC3n+GS88PD oRN3ZSnFa3OBRZf5iDE3lw== 0000745026-95-000015.txt : 19951106 0000745026-95-000015.hdr.sgml : 19951106 ACCESSION NUMBER: 0000745026-95-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950929 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951103 SROS: NYSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09838 FILM NUMBER: 95587095 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 8-K 1 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 (Date of earliest event reported): October 24, 1995 NS GROUP, INC. (Exact name of registrant as specified in its charter) Kentucky 1-9838 61-0985936 (State or other (Commission (IRS Employer jurisdiction of File No.) I.D. Number) incorporation) Ninth & Lowell Streets, Newport, Kentucky 41072 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (606) 292-6809 Item 5. Other Events On October 24, 1995, the Registrant issued a press release announcing that it expects to incur a loss before extraordinary charge for its fiscal 1995 fourth quarter ending September 30, 1995 in the range of $.40 to $.45 per share. A copy of such press release is filed as Exhibit 99 hereto and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99. Press release dated October 24, 1995. SIGNATURE 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. (Registrant) By:/s/John R. Parker John R. Parker Vice President and Treasurer, Principal Financial Officer Date: November 3, 1995 EX-99 2 (COMPANY LOGO HERE) EXHIBIT 99 FOR IMMEDIATE RELEASE - OCTOBER 24, 1995 Contact: Clifford R. Borland President and Chief Executive Officer NS Group, Inc. (606) 292-6809 Newport, Kentucky -- NS Group, Inc. announced today that it expects to incur a loss before extraordinary charge for its fiscal 1995 fourth quarter ended September 30, 1995 in the range of $.40 to $.45 per share which would result in a loss for the full fiscal year, before extraordinary charge, of $.32 to $.37 per share. The Company incurred an extraordinary charge of $5.2 million, or $.38 per share, as a result of prepayment penalties incurred in connection with a fourth quarter debt refinancing. Earnings before interest, taxes, depreciation and amortization (EBITDA) is estimated to be $0.5 million to $1.5 million for the fourth fiscal quarter and $30 million to $31 million for the full fiscal year. As the Company previously announced on September 29, 1995, numerous unexpected operational problems were encountered in the fourth quarter, principally at the Company's welded tubular facilities at Newport. C.R. Borland, President and Chief Executive Officer commented "Newport's melt shop incurred an unusual number of unplanned outages during the quarter related to equipment breakdowns, lightning strikes and power curtailments due to weather conditions. As a result, steel production volume was significantly affected, limiting availability of steel to the hot strip mill and pipe mills. Downtime throughout all of Newport's operations resulted in poor efficiencies, increased maintenance costs and lost sales opportunities during the quarter. Also impacting the quarter at Newport was a write down of scrap inventory resulting from year end physical inventory counts. While we believe certain of the operational issues at Newport were unusual, non-recurring and thus behind us, we will be continuing to address maintenance issues in the first quarter of fiscal 1996. The Company is also contracting for the purchase of slabs to supplement Newport's melting operations." "In addition, a decline in shipments of bar product by the Company's Koppel facilities also negatively impacted the quarter. It currently appears, however, that as the new fiscal year progresses, improvements in the seamless tubular market will more than offset the negative impact of a softer bar market." "While the problems experienced in the fourth quarter were disappointing, EBITDA for the full fiscal year should result in an approximate 50% improvement over fiscal 1994 EBITDA, excluding a one-time gain on the sale of Kentucky Electric Steel in fiscal 1994. Year over year shipments and margins were up in fiscal 1995, and we remain optimistic that we will continue making improvements in fiscal 1996. Further, the Company's cash and liquidity position remains strong." The Company plans to release final earnings results by the second week of November. NS Group, Inc. is a holding company which owns four operating subsidiaries: Newport Steel Corporation, a manufacturer of welded tubular steel products and hot rolled coils; Koppel Steel Corporation, a manufacturer of seamless tubular steel products, special bar quality products and semifinished products; Erlanger Tubular Corporation, a processor of tubular products; and Imperial Adhesives, Inc., a manufacturer of industrial adhesives products. NS Group, Inc.'s common stock (symbol: NSS) is traded on the New York Stock Exchange. -----END PRIVACY-ENHANCED MESSAGE-----