10-K405/A 1 l93449ae10-k405a.txt NS GROUP, INC. FORM 10-K405/A 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 YEAR ENDED DECEMBER 31, 2001 NS GROUP, INC (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER 1-9838 KENTUCKY 61-0985936 (State of Incorporation) (I.R.S. Employer Identification No.) 530 WEST NINTH STREET, NEWPORT, KENTUCKY 41071 (Address of principal executive offices) Registrant's telephone number, including area code (859) 292-6809 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered ------------------- ----------------------------------------- Common Stock, no par value New York Stock Exchange Preferred Stock Purchase Rights 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 [x] Based on the closing sales price of February 28, 2002, as reported in The Wall Street Journal, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $150.7 million. The number of shares outstanding of the registrant's Common Stock, no par value, was 20,645,264 at February 28, 2002. Documents Incorporated by Reference Part III incorporates certain information by reference from the Company's Proxy Statement dated March 15, 2002 for the Annual Meeting of Shareholders on May 14, 2002 ("Proxy"). Explanatory Note The undersigned registrant hereby amends its Form 10-K for the year ended December 31, 2001. This Amendment No. 1 to Annual Report on Form 10-K/A is being filed to include, as Exhibit 99.2, a letter to the Commission that the registrant has received the required representations from its independent auditors, Arthur Andersen LLP, as required under Temporary Final Rule and Final Rule: Requirements for Arthur Andersen LLP Auditing Clients, Temporary Note 3T, effective date March 18, 2002. The registrant hereby amends Item 14 of the Form 10-K as follows: ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K INDEX OF EXHIBITS The following exhibits are filed with or incorporated by reference in this report. Where such filing is made by incorporation by reference to a previously filed registration statement or report, such registration statement or report is identified in parentheses. Exhibit Number Description -------------- ----------- 99.2 Letter dated March 21, 2002, from NS Group, Inc. (the "Company") to the Securities and Exchange Commission stating that the Company had received certain representations from its independent public accountants, Arthur Andersen LLP, filed herewith. 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: March 21, 2002 By: /s/ Thomas J. Depenbrock ------------------------ Thomas J. Depenbrock, Vice President, Treasurer and Chief Financial Officer