NSS / NuStar Logistics, L.P. - Preferred Security - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

NuStar Logistics, L.P. - Preferred Security
US ˙ NYSE ˙ US67059T2042
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
LEI N62BF2PKP51FIIOIUN20
CIK 745026
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to NuStar Logistics, L.P. - Preferred Security
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
December 14, 2006 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-09838 NS Group, Inc. (Exact name of registrant as specified in its char

December 4, 2006 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 14, 2006, pursuant to the provisions of Rule 12d2-2 (a).

December 1, 2006 8-K

Current Report

UNITED STATES 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) December 1, 2006 NS GROUP, INC.

November 8, 2006 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006 COMMISSION FILE NUMBER 1-9838

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006 COMMISSION FILE NUMBER 1-9838 NS GROUP, INC. (Exact name of registrant as specified in its charter) Kentucky 61-0985936 (State or other jurisdiction of (I.R.S. Em

November 8, 2006 EX-12.1

NS GROUP, INC. September 30, 2006 Form 10-Q COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (thousands of dollars) Three Months Ended Nine Months Ended 9/30/2006 9/30/2005 9/30/2006 9/30/2005 Earnings Pretax income (loss) $ 36,207 $ 36,180 $ 143,49

EX-12.1 Exhibit 12.1 NS GROUP, INC. September 30, 2006 Form 10-Q COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (thousands of dollars) Three Months Ended Nine Months Ended 9/30/2006 9/30/2005 9/30/2006 9/30/2005 Earnings Pretax income (loss) $ 36,207 $ 36,180 $ 143,497 $ 99,185 Interest expense 142 142 428 477 Interest portion of rent expense (a) 174 131 503 397 $ 36,523 $ 36,453 $ 144,428 $ 10

November 1, 2006 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-01) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-01) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

November 1, 2006 CORRESP

* * * *

November 1, 2006 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.

October 30, 2006 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES 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 30, 2006 NS GROUP, INC.

October 30, 2006 EX-99.1

NS GROUP REPORTS THIRD QUARTER 2006 RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE — October 30, 2006 NS GROUP REPORTS THIRD QUARTER 2006 RESULTS NEWPORT, KY — (Business Wire) — October 30, 2006 (NYSE: NSS) NS Group, Inc. announced today its results for the quarter ended September 30, 2006. Net sales for the quarter were $184.1 million, compared to $192.3 million of sales in the second quarter of 2006. Operating income for the third quarter was

October 24, 2006 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-01) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-01) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

October 24, 2006 CORRESP

[Bryan Cave LLP Letterhead]

[Bryan Cave LLP Letterhead] October 24, 2006 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.

October 18, 2006 EX-99.1

IPSCO AND NS GROUP JOINTLY ANNOUNCE EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD

Exhibit 99.1 News Release IPSCO AND NS GROUP JOINTLY ANNOUNCE EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD [Lisle, Illinois and Newport, Kentucky] [October 17, 2006] - IPSCO Inc. (NYSE/TSX:IPS) and NS Group, Inc. (NYSE:NSS) jointly announced today the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the proposed merge

October 18, 2006 8-K

Current Report

UNITED STATES 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 17, 2006 NS GROUP, INC.

October 4, 2006 EX-99.2

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION On July 21, 2006, NS Group, Inc. (Company) through its wholly owned subsidiary Ultra Oilfield Premium Services, Ltd. completed the purchase of certain assets and assumed certain liabilities of Fishing Tools Specialty, L.P., a Texas limited partnership (FTS). The purchase price was approximately $123.3 million, including transactio

October 4, 2006 EX-99.1

Report of Independent Auditors 2 Consolidated Statements of Income 3 Consolidated Balance Sheets 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6

Exhibit 99.1 Index to Consolidated Financial Statements Report of Independent Auditors 2 Consolidated Statements of Income 3 Consolidated Balance Sheets 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6 REPORT OF INDEPENDENT AUDITORS To the Board of Directors and Owners of Fishing Tools Specialty, L.P. Odessa, Texas We have audited the accompanying consolidated

October 4, 2006 8-K/A

Financial Statements and Exhibits

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 21, 2006 NS GROUP, INC.

September 26, 2006 PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-01) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-01) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definiti

September 26, 2006 CORRESP

Stephanie M. Hosler

Stephanie M. Hosler Direct: (314) 259-2797 Fax: (314) 552-8797 [email protected] September 26, 2006 Via EDGAR United States Securities and Exchange Commission 100 F Street, N. E. Washington, D.C. 20549 Re: NS Group, Inc. Ladies and Gentlemen: On behalf of NS Group, Inc., a Kentucky corporation (the “Company”), this letter is being provided to the Commission as supplemental information in acco

September 11, 2006 8-K

Current Report

UNITED STATES 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) September 11, 2006 NS GROUP, INC.

September 11, 2006 EX-4.1

AMENDMENT NO. 1 TO 1998 RIGHTS AGREEMENT

Exhibit 4.1 AMENDMENT NO. 1 TO 1998 RIGHTS AGREEMENT This Amendment No. 1, dated as of September 10, 2006 (this “Amendment”) to the 1998 Rights Agreement, dated November 17, 1998 (the “Rights Agreement”), is made by and between NS Group, Inc., a Kentucky corporation (the “Company”), and Registrar and Transfer Company, a New York corporation (the “Rights Agent”). Capitalized terms not otherwise def

September 11, 2006 EX-2.1

AGREEMENT AND PLAN OF MERGER dated as of September 10, 2006 IPSCO INC., PI ACQUISITION COMPANY NS GROUP, INC.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of September 10, 2006 among IPSCO INC., PI ACQUISITION COMPANY and NS GROUP, INC. TABLE OF CONTENTS1 PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 6 ARTICLE 2 THE MERGER Section 2.01. The Merger 7 Section 2.02. Conversion of Shares 8 Section 2.03. Surrender and Payment 8 Sectio

September 11, 2006 8-A12B/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NS GROUP, INC. (Exact Name of Registrant as S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NS GROUP, INC.

September 11, 2006 EX-99.1

IPSCO TO ACQUIRE NS GROUP FOR $1.46 U.S. BILLION IN CASH Strengthens IPSCO’s Position as a Leader in the North American Energy Tubulars Sector Strategic Acquisition Significantly Expands US Market Presence and Product Offering Transaction Expected to

Exhibit 99.1 News Release IPSCO TO ACQUIRE NS GROUP FOR $1.46 U.S. BILLION IN CASH Strengthens IPSCO’s Position as a Leader in the North American Energy Tubulars Sector Strategic Acquisition Significantly Expands US Market Presence and Product Offering Transaction Expected to Be Immediately Accretive to Earnings [Lisle, Illinois & Newport, Kentucky] [September 11, 2006] - IPSCO Inc. (NYSE/TSX:IPS)

August 16, 2006 EX-99.1

EX-99.1

Exhibit 99.1 August 16, 2006 The Oil & Gas Conference Disclaimer This presentation contains forward-looking information with respect to the Company's operations and beliefs. Actual results may differ from these forward-looking statements due to many factors, including those discussed in the numerous documents the Company has filed with the Securities and Exchange Commission. NS Group does not unde

August 16, 2006 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Table of Contents UNITED STATES 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) August 16, 2006 NS GROUP, INC.

August 15, 2006 EX-10.1

Description of the NS Group, Inc. Non-Employee Directors 2006 Total Compensation Program

Exhibit 10.1 Description of the NS Group, Inc. Non-Employee Directors 2006 Total Compensation Program The Non-Employee Directors 2006 Total Compensation Program (the “Program”) of NS Group, Inc. (the “Company”) is retroactively effective as of January 1, 2006 as to the cash payment components and replaces all prior Company non-employee director compensation programs. Under the Program, each non-em

August 15, 2006 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES 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) August 9, 2006 NS GROUP, INC.

August 8, 2006 EX-10.2

NS GROUP, INC. EQUITY PLAN NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.2 NS GROUP, INC. EQUITY PLAN NONQUALIFIED STOCK OPTION AGREEMENT Notice of Stock Option Grant NS Group, Inc., a Kentucky corporation (the “Company”), grants to the Optionee named below, in accordance with the terms of the NS Group, Inc. Equity Plan (the “Plan”) and this Nonqualified Stock Option Agreement (the “Agreement”), an option (the “Option Right”) to purchase the number of Common

August 8, 2006 EX-10.3

NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN (Amended and Restated Effective February 17, 2005) NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.3 NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN (Amended and Restated Effective February 17, 2005) NONQUALIFIED STOCK OPTION AGREEMENT Notice of Stock Option Grant NS Group, Inc., a Kentucky corporation (the “Company”), grants to the Optionee named below, in accordance with the terms of the NS Group, Inc. Non-Employee Director Equity Plan (the “Plan”) and this Nonqualified Stock Opti

August 8, 2006 EX-10.6

NS GROUP, INC. EQUITY PLAN RESTRICTED SHARES AGREEMENT

EX-10.6 7 l21755aexv10w6.htm EX-10.6 Exhibit 10.6 NS GROUP, INC. EQUITY PLAN RESTRICTED SHARES AGREEMENT Notice of Restricted Share Grant NS Group, Inc., a Kentucky corporation (the “Company”), grants to the Grantee named below, in accordance with the terms of the NS Group, Inc. Equity Plan (the “Plan”) and this Restricted Shares Agreement (the “Agreement”), the following number of Restricted Shar

August 8, 2006 EX-10.5

NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN (Amended and Restated Effective February 17, 2005) RESTRICTED SHARES AGREEMENT

Exhibit 10.5 NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN (Amended and Restated Effective February 17, 2005) RESTRICTED SHARES AGREEMENT Notice of Restricted Share Grant NS Group, Inc., a Kentucky corporation (the “Company”), grants to the Grantee named below, in accordance with the terms of the NS Group, Inc. Non-Employee Director Equity Plan (the “Plan”) and this Restricted Shares Agreement

August 8, 2006 EX-10.1

NS GROUP, INC. EQUITY PLAN INCENTIVE STOCK OPTION AGREEMENT

Exhibit 10.1 NS GROUP, INC. EQUITY PLAN INCENTIVE STOCK OPTION AGREEMENT Notice of Stock Option Grant NS Group, Inc., a Kentucky corporation (the “Company”), grants to the Optionee named below, in accordance with the terms of the NS Group, Inc. Equity Plan (the “Plan”) and this Incentive Stock Option Agreement (the “Agreement”), an option (the “Option Right”) to purchase the number of Common Share

August 8, 2006 EX-10.4

NS GROUP, INC. NON-EQUITY PLAN PERFORMANCE UNITS AGREEMENT

Exhibit 10.4 NS GROUP, INC. NON-EQUITY PLAN PERFORMANCE UNITS AGREEMENT This Agreement (the “Agreement”) is made as of , 20 (the “Date of Grant”), by and between NS Group, Inc., a Kentucky corporation (the “Company”), and (the “Grantee”). 1. Grant of Performance Units. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement, the Company hereby grants to the Grantee

August 8, 2006 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006 COMMISSION FILE NUMBER 1-9838 NS GR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006 COMMISSION FILE NUMBER 1-9838 NS GROUP, INC. (Exact name of registrant as specified in its charter) Kentucky (State or other jurisdiction of incorporation or organizat

August 8, 2006 EX-12.1

NS GROUP, INC. June 30, 2006 Form 10-Q COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (thousands of dollars) Three Months Ended Six Months Ended 6/30/2006 6/30/2005 6/30/2006 6/30/2005 Earnings Pretax income (loss) $ 51,627 $ 40,298 $ 107,290 $ 63

EX-12.1 Exhibit 12.1 NS GROUP, INC. June 30, 2006 Form 10-Q COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (thousands of dollars) Three Months Ended Six Months Ended 6/30/2006 6/30/2005 6/30/2006 6/30/2005 Earnings Pretax income (loss) $ 51,627 $ 40,298 $ 107,290 $ 63,005 Interest expense 141 176 286 335 Interest portion of rent expense (a) 161 120 329 266 $ 51,929 $ 40,594 $ 107,905 $ 63,606 F

August 1, 2006 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Table of Contents UNITED STATES 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) July 31, 2006 NS GROUP, INC.

August 1, 2006 EX-99.1

NS GROUP REPORTS SECOND QUARTER 2006 RESULTS Company reports record quarterly sales

Exhibit 99.1 FOR IMMEDIATE RELEASE — July 31, 2006 NS GROUP REPORTS SECOND QUARTER 2006 RESULTS Company reports record quarterly sales NEWPORT, KY — (Business Wire) — July 31, 2006 (NYSE: NSS) NS Group, Inc. announced today its results for the quarter ended June 30, 2006. Net sales for the quarter were a record $192.3 million, a one percent increase over the $190.5 million of sales in the first qu

July 24, 2006 EX-10.2

JOINDER AGREEMENT AND AMENDMENT NO. 5 TO FINANCING AGREEMENT

Exhibit 10.2 JOINDER AGREEMENT AND AMENDMENT NO. 5 TO FINANCING AGREEMENT This JOINDER AGREEMENT AND AMENDMENT NO. 5 TO FINANCING AGREEMENT, dated as of July 19, 2006 (this “Agreement”), is made by and among THE CIT GROUP/BUSINESS CREDIT, INC. a New York corporation, with an office located at 505 Fifth Avenue, New York, New York 10017 (“CIT”), CIT as agent for the Lenders (the “Agent”), any other

July 24, 2006 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES 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) July 21, 2006 NS GROUP, INC.

July 24, 2006 EX-99.1

NS GROUP ACQUIRES PREMIUM CONNECTION and SERVICES BUSINESS

Exhibit 99.1 FOR IMMEDIATE RELEASE – July 24, 2006 NS GROUP ACQUIRES PREMIUM CONNECTION and SERVICES BUSINESS (Newport, Kentucky – July 24, 2006) NS Group, Inc. (NYSE: NSS) announced today that it has purchased the business and assets of Fishing Tools Specialty, L.P. (“FTS”), a premium connection, accessory and field service business headquartered in Odessa, Texas. The total purchase price was $12

July 24, 2006 EX-10.1

ASSET PURCHASE AGREEMENT BY AND AMONG ULTRA PREMIUM OILFIELD SERVICES, LTD., NS GROUP, INC., FISHING TOOLS SPECIALTY, L.P., AND WAYNE D. GILLIAM, JR. DATED AS OF JULY 21, 2006

Exhibit 10.1 ASSET PURCHASE AGREEMENT BY AND AMONG ULTRA PREMIUM OILFIELD SERVICES, LTD., NS GROUP, INC., FISHING TOOLS SPECIALTY, L.P., AND WAYNE D. GILLIAM, JR. DATED AS OF JULY 21, 2006 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 1.1 “Accountant 1 1.2 “Accounts Payable 1 1.3 “Accounts Receivable 1 1.4 “Action” 1 1.5 “Affiliate” 1 1.6 “Aggregate Consideration” 2 1.7 “Agreement” 2 1.8 “Assumed Cont

July 21, 2006 EX-10.1

CHANGE OF CONTROL SEVERANCE AGREEMENT

EX-10.1 2 l21471aexv10w1.htm EX-10.1 Exhibit 10.1 CHANGE OF CONTROL SEVERANCE AGREEMENT AGREEMENT by and between NS Group, Inc., a Kentucky corporation (the “Company”), and (the “Employee”), dated as of the day of , 20. The Company wishes to assure that it will have the continued dedication of the Employee notwithstanding the possibility, threat or occurrence of a Change of Control (as defined bel

July 21, 2006 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES 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) July 18, 2006 NS GROUP, INC.

July 11, 2006 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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) July 10, 2006 NS GROUP, INC.

July 11, 2006 EX-99.1

NS GROUP TO EXPAND ITS SEAMLESS TUBE-MAKING AND HEAT TREATING CAPACITY

Exhibit 99.1 FOR IMMEDIATE RELEASE — July 10, 2006 NS GROUP TO EXPAND ITS SEAMLESS TUBE-MAKING AND HEAT TREATING CAPACITY NEWPORT, KY — (Business Wire) — July 10, 2006 (NYSE: NSS) NS Group announced today that its board of directors approved capital projects totaling $98.0 million to expand its seamless tube-making and heat-treating capacity. The projects will also broaden the company’s product si

June 29, 2006 11-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2005 Commission file number 333-73161 NS Group Employees Retirement Sav

Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2005 Commission file number 333-73161 NS Group Employees Retirement Savings Plan (Full title of the plan) NS Group, Inc. (Name of issuer of the securities held pursuant to the plan) 530 West Ninth Street

June 20, 2006 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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) June 20, 2006 NS GROUP, INC.

June 20, 2006 EX-99.1

EX-99.1

Exhibit 99.1 InvesTristate June 20, 2006 Corporate Profile NS Group is a leading domestic producer of seamless and welded tubular steel products serving the energy industry. Our products are used primarily in oil and natural gas drilling, exploration and production operations in both onshore and offshore applications. Disclaimer This presentation contains forward-looking information with respect t

May 15, 2006 8-K

Entry into a Material Definitive Agreement

UNITED STATES 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) May 9, 2006 NS GROUP, INC.

May 12, 2006 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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) May 12, 2006 NS GROUP, INC.

May 12, 2006 EX-99.1

NEW LABOR CONTRACT FOR NS GROUP FINISHING FACILITY

Exhibit 99.1 FOR IMMEDIATE RELEASE – May 12, 2006 NEW LABOR CONTRACT FOR NS GROUP FINISHING FACILITY (Newport, Kentucky – May 12, 2006) NS Group, Inc. (NYSE: NSS) announced today that the hourly employees of the company’s finishing facility located in Oklahoma, approved a new five-year labor agreement. Approximately 170 hourly employees represented by the United Steelworkers Local 9368 are covered

May 4, 2006 EX-12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (thousands of dollars) Three Months Ended 3/31/2006 3/31/2005 Earnings Pretax income (loss) $ 55,663 $ 22,707 Interest expense 145 159 Interest portion of rent expense (a) 168 146 $ 55,976 $ 23,012 Fi

EX-12.1 NS GROUP, INC. March 31, 2006 Form 10-Q Exhibit 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (thousands of dollars) Three Months Ended 3/31/2006 3/31/2005 Earnings Pretax income (loss) $ 55,663 $ 22,707 Interest expense 145 159 Interest portion of rent expense (a) 168 146 $ 55,976 $ 23,012 Fixed Charges Interest expense $ 145 $ 159 Interest portion of rent expense (a) 168 146 $ 3

May 4, 2006 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2006 COMMISSION FILE NUMBER 1-9838 NS G

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2006 COMMISSION FILE NUMBER 1-9838 NS GROUP, INC. (Exact name of registrant as specified in its charter) Kentucky 61-0985936 (State or other jurisdiction of (I.R.S. Employ

April 25, 2006 EX-99.1

NS GROUP REPORTS FIRST QUARTER 2006 RESULTS Company reports record quarterly sales and operating income

Exhibit 99.1 FOR IMMEDIATE RELEASE – April 24, 2006 NS GROUP REPORTS FIRST QUARTER 2006 RESULTS Company reports record quarterly sales and operating income NEWPORT, KY — (Business Wire) — April 24, 2006 (NYSE: NSS) NS Group, Inc. announced today its results for the first quarter ended March 31, 2006. Net sales for the quarter were a record $190.5 million, a 24 percent increase over the $154.2 mill

April 25, 2006 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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) April 24, 2006 NS GROUP, INC.

April 3, 2006 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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) April 3, 2006 NS GROUP, INC.

April 3, 2006 EX-99.1

EX-99.1

EXHIBIT 99.1 Corporate Profile NS Group is a leading domestic producer of seamless and welded tubular steel products serving the energy industry. Our products are used primarily in oil and natural gas drilling, exploration and production operations in both onshore and offshore applications. Disclaimer This presentation contains forward-looking information with respect to the Company's operations a

March 22, 2006 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

March 10, 2006 EX-21

Exhibit 21

Exhibit 21 NS GROUP, INC. December 31, 2005 Form 10-K Exhibit 21 SUBSIDIARIES OF NS GROUP, INC. (all wholly-owned) Name State of Incorporation Erlanger Tubular Corporation Oklahoma Koppel Steel Corporation Pennsylvania Newport Steel Corporation Kentucky Northern Kentucky Management Kentucky

March 10, 2006 EX-12.1

Exhibit 12.1

Exhibit 12.1 NS GROUP, INC. December 31, 2005 Form 10-K Exhibit 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (dollars in thousands) Three Months Ended Year Ended 12/31/2005 12/31/2004 12/31/2005 12/31/2004 Earnings Pretax income (loss) $ 42,023 $ 26,041 $ 141,208 $ 78,089 Interest expense 144 203 621 1,071 Interest portion of rent expense (a) 141 116 538 471 $ 42,308 $ 26,360 $ 142,367 $

March 10, 2006 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 Commission file number: 1-9838 NS GROUP

10-K 1 l18788ae10vk.htm NS GROUP, INC. 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 Commission file number: 1-9838 NS GROUP, INC. (Exact name of registrant as specified in its charter) Kentucky (State or other j

March 10, 2006 EX-10.7

Exhibit 10.7

EX-10.7 2 l18788aexv10w7.htm EXHIBIT 10.7 NS GROUP, INC. December 31, 2005 Form 10-K Exhibit 10.7 FORM OF SALARY CONTINUATION AGREEMENT THIS AGREEMENT is entered into between NS Group, Inc., a corporation having its corporate office in Newport, Kentucky (“Company”), and . (“Participant”) effective , 2000. WITNESSETH: WHEREAS, Participant is employed by the Company, and by reason thereof, has acqui

March 1, 2006 EX-99.1

EX-99.1

Exhibit 99.1 Disclaimer This presentation contains forward-looking information with respect to the Company's operations and beliefs. Actual results may differ from these forward-looking statements due to many factors, including those discussed in the numerous documents the Company has filed with the Securities and Exchange Commission. NS Group does not undertake any obligations to update or revise

March 1, 2006 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Table of Contents UNITED STATES 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) March 1, 2006 NS GROUP, INC.

February 21, 2006 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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) February 16, 2006 NS GROUP, INC.

February 14, 2006 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13D-102) INFORMATION STATEMENT PURSUANT TO RULE 13D-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (FINAL AMENDMENT) NS Group, Inc. (Name of Issuer) Common Stock (Title of Clas

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13D-102) INFORMATION STATEMENT PURSUANT TO RULE 13D-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (FINAL AMENDMENT) NS Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 628916108 (CUSIP Number) December 31, 2005 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

February 14, 2006 EX-99.1

NS GROUP REPORTS RECORD QUARTERLY and ANNUAL RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE — February 14, 2006 NS GROUP REPORTS RECORD QUARTERLY and ANNUAL RESULTS NEWPORT, KY — (Business Wire) — February 14, 2006 (NYSE: NSS) NS Group, Inc. announced today its results for the fourth quarter and year ended December 31, 2005. Net sales for the quarter were $154.2 million, a 10 percent increase over the $140.0 million of sales in the third quarter of 2005

February 14, 2006 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 l18594ae8vk.htm NS GROUP, INC. 8-K UNITED STATES 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) February 14, 2006 NS GROUP, INC. (Exact name of registrant as specified in its charter) Kentucky (State of incorporation) 1-9838 (Commission File

January 17, 2006 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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) January 17, 2006 NS GROUP, INC.

January 17, 2006 EX-99.1

EX-99.1

Exhibit 99.1 www.nsgrouponline.com Sidoti & Company Emerging Growth Institutional Investor Forum January 18, 2006 NS Group is a leading domestic producer of seamless and welded tubular steel products serving the energy industry. Our products are used primarily in oil and natural gas drilling, exploration and production operations in both onshore and offshore applications. This presentation contain

January 11, 2006 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Table of Contents UNITED STATES 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) January 11, 2006 NS GROUP, INC.

January 11, 2006 EX-99.1

EX-99.1

EXHIBIT 99.1 www.nsgrouponline.com Pritchard Capital Partners, LLC Energize 2006: Reality & Opportunity January 11, 2006 www.nsgrouponline.com NS Group is a leading domestic producer of seamless and welded tubular steel products serving the energy industry. Our products are used primarily in oil and natural gas drilling, exploration and production operations in both onshore and offshore applicatio

December 13, 2005 EX-99.1

EX-99.1

Exhibit 99.1 www.nsgrouponline.com December 2005 www.nsgrouponline.com NS Group is a leading domestic producer of seamless and welded tubular steel products serving the energy industry. Our products are used primarily in oil and natural gas drilling exploration and production operations in both onshore and offshore applications. Linda A. Pleiman Director - Investor Relations and Corporate Communic

December 13, 2005 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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) December 13, 2005 NS GROUP, INC.

November 30, 2005 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Table of Contents UNITED STATES 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) November 30, 2005 NS GROUP, INC.

November 30, 2005 EX-99.1

EX-99.1

Exhibit 99.1 www.nsgrouponline.com December 1, 2005 www.nsgrouponline.com NS Group is a leading domestic producer of seamless and welded tubular steel products serving the energy industry. Our products are used primarily in oil and natural gas drilling exploration and production operations in both onshore and offshore applications. Linda A. Pleiman Director - Investor Relations and Corporate Commu

November 4, 2005 EX-12.1

Exhibit 12.1

Exhibit 12.1 NS GROUP, INC. September 30, 2005 Form 10-Q Exhibit 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (thousands of dollars) Three Months Ended Nine Months Ended 9/30/2005 9/30/2004 9/30/2005 9/30/2004 Earnings Pretax income (loss) $ 36,180 $ 25,582 $ 99,185 $ 52,048 Interest expense 142 197 477 868 Interest portion of rent expense (a) 131 126 397 355 $ 36,453 $ 25,905 $ 100,059

November 4, 2005 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2005 COMMISSION FILE NUMBER 1-9838

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2005 COMMISSION FILE NUMBER 1-9838 NS GROUP, INC . (Exact name of registrant as specified in its charter) Kentucky 61-0985936 (State of incorporation) (I.R.S. Employe

October 25, 2005 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES 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, 2005 NS GROUP, INC.

October 25, 2005 EX-99.1

NS GROUP REPORTS THIRD QUARTER RESULTS ANNOUNCES SHARE REPURCHASE PROGRAM Earns $1.35 per diluted share for the September 30, 2005 quarter Board authorizes 10% share repurchase program

EXHIBIT 99.1 FOR IMMEDIATE RELEASE – October 24, 2005 NS GROUP REPORTS THIRD QUARTER RESULTS ANNOUNCES SHARE REPURCHASE PROGRAM Earns $1.35 per diluted share for the September 30, 2005 quarter Board authorizes 10% share repurchase program NEWPORT, KY — (Business Wire) — October 24, 2005 (NYSE: NSS) NS Group, Inc. announced today its results for the third quarter and the nine months ended September

October 7, 2005 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Table of Contents UNITED STATES 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 7, 2005 NS GROUP, INC.

October 7, 2005 EX-99.1

Exhibit 99.1

Exhibit 99.1 www.nsgrouponline.com Independent Petroleum Association of America October 7, 2005 www.nsgrouponline.com NS Group is a leading domestic producer of seamless and welded tubular steel products serving the energy industry. Our products are used primarily in oil and natural gas drilling exploration and production operations in both onshore and offshore applications. Linda A. Pleiman Direc

September 7, 2005 EX-99.1

www.nsgrouponline.com September 2005 NS Group is a leading domestic producer of seamless and welded tubular steel products serving the energy industry. Our products are used primarily in oil and natural gas drilling exploration and production operati

Exhibit 99.1 www.nsgrouponline.com September 2005 NS Group is a leading domestic producer of seamless and welded tubular steel products serving the energy industry. Our products are used primarily in oil and natural gas drilling exploration and production operations in both onshore and offshore applications. Linda A. Pleiman Director - Investor Relations and Corporate Communications Rene J. Robich

September 7, 2005 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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) September 7, 2005 NS GROUP, INC.

August 9, 2005 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Table of Contents UNITED STATES 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) August 9, 2005 NS GROUP, INC.

August 9, 2005 EX-99.1

EX-99.1

Exhibit 99.1 www.nsgrouponline.com August 9, 2005 Linda A. Pleiman Director - Investor Relations and Corporate Communications Rene J. Robichaud President & CEO Thomas J. Depenbrock Vice President - Finance, Treasurer & CFO This presentation contains forward-looking information with respect to the Company's operations and beliefs. Actual results may differ from these forward-looking statements due

August 5, 2005 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2005 COMMISSION FILE NUMBER 1-9838 NS G

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2005 COMMISSION FILE NUMBER 1-9838 NS GROUP, INC. (Exact name of registrant as specified in its charter) Kentucky 61-0985936 (State of incorporation) (I.R.S. Employer Iden

August 5, 2005 EX-12.1

Exhibit 12.1

Exhibit 12.1 NS GROUP, INC. June 30, 2005 Form 10-Q Exhibit 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (thousands of dollars) Three Months Ended Six Months Ended 6/30/2005 6/30/2004 6/30/2005 6/30/2004 Earnings Pretax income $ 40,298 $ 21,322 $ 63,005 $ 26,466 Interest expense 176 353 335 671 Interest portion of rent expense (a) 120 117 266 229 $ 40,594 $ 21,792 $ 63,606 $ 27,366 Fixed

August 3, 2005 CORRESP

-

corresp August 3, 2005 Via EDGAR Mr. Nili Shah Branch Chief Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-7010 RE: NS Group, Inc. Form 10-K for the Fiscal Year Ended December 31, 2004 Filed March 9, 2005 File No. 1-9838 Dear Mr. Shah: This letter sets forth the response of NS Group, Inc. (the “Company”) to the comment of the Division of

July 26, 2005 EX-99.1

NS GROUP REPORTS RECORD QUARTERLY RESULTS Earns $1.65 per diluted share for the June 30, 2005 quarter

Exhibit 99.1 FOR IMMEDIATE RELEASE – July 25, 2005 NS GROUP REPORTS RECORD QUARTERLY RESULTS Earns $1.65 per diluted share for the June 30, 2005 quarter NEWPORT, KY — (Business Wire) — July 25, 2005 (NYSE: NSS) NS Group, Inc. announced today its results for the quarter and the six months ended June 30, 2005. Net sales for the quarter were a record $167.8 million, a 21 percent increase over sales f

July 26, 2005 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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) July 25, 2005 NS GROUP, INC.

June 28, 2005 EX-99.1

EX-99.1

Exhibit 99.1 Linda A. Pleiman Director - Investor Relations and Corporate Communications Thomas J. Depenbrock Vice President - Finance, Treasurer & CFO This presentation contains forward-looking information with respect to the Company's operations and beliefs. Actual results may differ from these forward-looking statements due to many factors, including those discussed in the numerous documents th

June 28, 2005 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Table of Contents UNITED STATES 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) June 28, 2005 NS GROUP, INC.

June 23, 2005 11-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2004 Commission file number 333-73161 NS Group Employees Retirement Savin

NS Group, Inc. 11-K Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2004 Commission file number 333-73161 NS Group Employees Retirement Savings Plan (Formerly NS Group, Inc. Salaried Employees’ Retirement Savings Plan) (Full title of the plan) NS Group,

June 9, 2005 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13D-102) INFORMATION STATEMENT PURSUANT TO RULE 13D-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) NS Group, Inc. (Name of Issuer) Common Stock (Title of Clas

SC 13G/A 1 dsc13ga.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13D-102) INFORMATION STATEMENT PURSUANT TO RULE 13D-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) NS Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 628916108 (CUSIP Number) December 31, 2004 (Date of Event Which Requires Filing of this Stateme

May 17, 2005 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES 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) May 11, 2005 NS GROUP, INC.

May 17, 2005 EX-10.1

NS GROUP, INC. EQUITY PLAN PERFORMANCE UNITS AGREEMENT

Exhibit 10.1 NS GROUP, INC. EQUITY PLAN PERFORMANCE UNITS AGREEMENT This Agreement (the “Agreement”) is made as of , 20(the “Date of Grant”), by and between NS Group, Inc., a Kentucky corporation (the “Company”), and (the “Grantee”). 1. Grant of Performance Units. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the NS Group, Inc. Equity Plan (the “Pla

May 17, 2005 EX-10.4

NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN (Amended and Restated Effective February 17, 2005) RESTRICTED SHARES AGREEMENT

Exhibit 10.4 NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN (Amended and Restated Effective February 17, 2005) RESTRICTED SHARES AGREEMENT This Agreement (the “Agreement”) is made as of , 20(the “Date of Grant”), by and between NS Group, Inc., a Kentucky corporation (the “Company”), and (the “Grantee”). 1. Grant of Restricted Shares. Subject to and upon the terms, conditions, and restrictions se

May 17, 2005 EX-10.2

NS GROUP, INC. EQUITY PLAN RESTRICTED SHARES AGREEMENT

Exhibit 10.2 NS GROUP, INC. EQUITY PLAN RESTRICTED SHARES AGREEMENT This Agreement (the “Agreement”) is made as of , 20(the “Date of Grant”), by and between NS Group, Inc., a Kentucky corporation (the “Company”), and (the “Grantee”). 1. Grant of Restricted Shares. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the NS Group, Inc. Equity Plan (the “Pla

May 17, 2005 EX-10.3

NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN (Amended and Restated Effective February 17, 2005) NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.3 NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN (Amended and Restated Effective February 17, 2005) NONQUALIFIED STOCK OPTION AGREEMENT This Agreement (the “Agreement”) is made as of , 20(the “Date of Grant”) by and between NS Group, Inc., a Kentucky corporation (the “Company”) and (the “Non-Employee Director”). 1. Grant of Option Right. Subject to and upon the terms, conditions and r

May 6, 2005 EX-12.1

Exhibit 12.1

Exhibit 12.1 NS GROUP, INC. March 31, 2005 Form 10-Q Exhibit 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (thousands of dollars) Three Months Ended 3/31/2005 3/31/2004 Earnings Pretax income (loss) $ 22,707 $ 5,144 Interest expense 159 318 Interest portion of rent expense (a) 146 112 $ 23,012 $ 5,574 Fixed Charges Interest expense $ 159 $ 318 Interest portion of rent expense (a) 146 112

May 6, 2005 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 COMMISSION FILE NUMBER 1-9838 NS

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 COMMISSION FILE NUMBER 1-9838 NS GROUP, INC. (Exact name of registrant as specified in its charter) Kentucky (State or other jurisdiction of incorporation or organiz

April 26, 2005 8-K

UNITED STATES 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) April 25, 2005 NS GROUP, INC. (Exact

NS Group, Inc. 8-K UNITED STATES 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) April 25, 2005 NS GROUP, INC. (Exact name of registrant as specified in its charter) Kentucky 1-9838 61-0985936 (State or other jurisdiction (Commission File Number) (

April 26, 2005 EX-99.1

NS GROUP REPORTS FIRST QUARTER 2005 EARNINGS

EXHIBIT 99.1 FOR IMMEDIATE RELEASE — April 25, 2005 NS GROUP REPORTS FIRST QUARTER 2005 EARNINGS NEWPORT, KY—(BUSINESS WIRE) — April 25, 2005 (NYSE: NSS) NS Group, Inc. announced today its results for the quarter ended March 31, 2005. Net sales for the quarter were $139.0 million, compared to sales of $151.2 million in the fourth quarter of 2004 and $84.5 million in the first quarter of 2004. The

April 18, 2005 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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) April 18, 2005 NS GROUP, INC.

April 18, 2005 EX-99.1

Independent Petroleum Association of America April 18, 2005

Exhibit 99.1 Independent Petroleum Association of America April 18, 2005 Rene J. Robichaud President & CEO Linda A. Pleiman Director - Investor Relations and Corporate Communications Thomas J. Depenbrock Vice President - Finance, Treasurer & CFO This presentation contains forward-looking information with respect to the Company's operations and beliefs. Actual results may differ from these forward-

March 9, 2005 EX-10.7

EX-10.7

NS GROUP, INC. DECEMBER 31, 2004 FORM 10-K EXHIBIT 10.7 FORM OF SALARY CONTINUATION AGREEMENT THIS AGREEMENT is entered into between NS Group, Inc., a corporation having its corporate office in Newport, Kentucky ("Company"), and . ("Participant") effective , 2000. WITNESSETH: WHEREAS, Participant is employed by the Company, and by reason thereof, has acquired experience and knowledge of considerab

March 9, 2005 EX-99.1

EX-99.1

NS GROUP, INC. DECEMBER 31, 2004 FORM 10-K EXHIBIT 99.1 RISK FACTORS Before you invest in our securities, you should be aware that they are subject to various risks. We have described below the risks that we consider material. You should consider carefully these risk factors together with all of the other information included in this Annual Report on Form 10-K and the other documents we file with

March 9, 2005 EX-21

EX-21

. . . NS GROUP, INC. December 31, 2004 Form 10-K Exhibit 21 SUBSIDIARIES OF NS GROUP, INC. (all wholly-owned) Name State of Incorporation - - - Erlanger Tubular Corporation Oklahoma Koppel Steel Corporation Pennsylvania Newport Steel Corporation Kentucky Northern Kentucky Management Kentucky

March 9, 2005 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Year Ended December 31, 2004 Commission File Number 1-9838 NS GROUP, INC.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Year Ended December 31, 2004 Commission File Number 1-9838 NS GROUP, INC. (Exact name of registrant as specified in its charter) Kentucky (State of Incorporation) 61-0985936 (I.R.S. Employer Identification

March 9, 2005 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant [ ] Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permit

March 9, 2005 EX-12.1

EX-12.1

. . . NS GROUP, INC. December 31, 2004 Form 10-K Exhibit 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (thousands of dollars) Year Ended December 31, - 2004 2003 2002 - - - Earnings Pretax income (loss) $ 78,089 $(17,498) $(40,788) Interest expense 1,071 3,391 8,180 Interest portion of rent expense (a) 471 382 455 - - - $ 79,631 $(13,725) $(32,153) ======== ======== ======== Fixed Charges

March 8, 2005 EX-99.1

EX-99.1

Exhibit 99.1 Raymond James & Associates 26th Annual Institutional Investors Conference Rene J. Robichaud President & CEO Linda A. Pleiman Director - Investor Relations and Corporate Communications Thomas J. Depenbrock Vice President - Finance, Treasurer & CFO This presentation contains forward-looking information with respect to the Company's operations and beliefs. Actual results may differ from

March 8, 2005 8-K

UNITED STATES 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) March 8, 2005 NS GROUP, INC. (Exact

NS GROUP, INC. FORM 8-K UNITED STATES 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) March 8, 2005 NS GROUP, INC. (Exact name of registrant as specified in its charter) Kentucky 1-9838 61-0985936 (State of incorporation) (Commission File Number) (

February 28, 2005 EX-99.1

NS Group Clarifies Standard & Poors Announcement to Withdraw Rating

Exhibit 99.1 FOR IMMEDIATE RELEASE – February 28, 2005 NS Group Clarifies Standard & Poors Announcement to Withdraw Rating NEWPORT, KY — (BUSINESS WIRE) — February 28, 2005 (NYSE: NSS) NS Group, Inc. announced today that because it has no outstanding long-term debt and therefore lacks the need for a debt rating, it requested Standard & Poors to cancel its service to provide ongoing coverage in ord

February 28, 2005 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES 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) February 28, 2005 NS GROUP, INC.

February 25, 2005 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Table of Contents UNITED STATES 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) February 21, 2005 NS GROUP, INC.

February 10, 2005 EX-99.1

NS Group President and Chief Executive Officer Adopts 10b5-1 Plan

EX-99.1 2 l12048aexv99w1.htm EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE – February 10, 2005 NS Group President and Chief Executive Officer Adopts 10b5-1 Plan NEWPORT, KY — (BUSINESS WIRE) — February 10, 2005 (NYSE: NSS) NS Group, Inc. announced today that its president and chief executive officer, René J. Robichaud, has adopted a plan to sell 175,000 shares of common stock of NS Group to be a

February 10, 2005 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Table of Contents UNITED STATES 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) February 10, 2005 NS GROUP, INC.

February 9, 2005 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Table of Contents UNITED STATES 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) February 8, 2005 NS GROUP, INC.

February 9, 2005 SC 13G/A

OMB APPROVAL

SC 13G/A 1 rrd397.htm OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response……..11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* NS GROUP INC (Name of Issuer) Common Stock (Title of Class of Securities) 628916108 (CUSIP Number) December 31, 2004 (Da

February 9, 2005 EX-99.1

NS GROUP REPORTS RECORD ANNUAL RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE — February 8, 2005 NS GROUP REPORTS RECORD ANNUAL RESULTS NEWPORT, KY—(BUSINESS WIRE) — February 8, 2005 (NYSE: NSS) NS Group, Inc. announced today results for the quarter and year ended December 31, 2004. Net sales for the quarter were $151.2 million, a 24 percent increase over the third quarter of 2004. The company reported operating income of $26.4 million for

January 26, 2005 8-K

UNITED STATES 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) January 25, 2005 NS GROUP, INC. (Exa

NS Group, Inc. 8-K Table of Contents UNITED STATES 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) January 25, 2005 NS GROUP, INC. (Exact name of registrant as specified in its charter) Kentucky 1-9838 61-0985936 (State or other jurisdiction of inc

January 26, 2005 EX-99.1

NS GROUP ANNOUNCES FOURTH QUARTER AND YEAR END 2004 FINANCIAL RESULTS CONFERENCE CALL AND SIMULTANEOUS WEB CAST FOR WEDNESDAY, FEBRUARY 9, 2005

EXHIBIT 99.1 FOR IMMEDIATE RELEASE — January 25, 2005 NS GROUP ANNOUNCES FOURTH QUARTER AND YEAR END 2004 FINANCIAL RESULTS CONFERENCE CALL AND SIMULTANEOUS WEB CAST FOR WEDNESDAY, FEBRUARY 9, 2005 NEWPORT, KY—(BUSINESS WIRE) — January 25, 2005 (NYSE: NSS) NS Group, Inc. announced today that the company will host a conference call and simultaneous web cast to review results of the fourth quarter a

January 5, 2005 EX-99.1

EX-99.1

EXHIBIT 99.1 Pritchard Capital Partners, LLC Energize 2005: New Year, New Paradigms Rene J. Robichaud President & CEO Linda A. Pleiman Director - Investor Relations and Corporate Communications Thomas J. Depenbrock Vice President - Finance, Treasurer & CFO This presentation contains forward-looking information with respect to the Company's operations and beliefs. Actual results may differ from the

January 5, 2005 8-K

UNITED STATES 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) January 5, 2005 NS GROUP, INC. (Exac

NS Group, Inc. 8-K Table of Contents UNITED STATES 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) January 5, 2005 NS GROUP, INC. (Exact name of registrant as specified in its charter) Kentucky 1-9838 61-0985936 (State or other jurisdiction of inco

December 17, 2004 EX-99.1

NS Group President and Chief Executive Officer Adopts 10b5-1 Plan

EXHIBIT 99.1 FOR IMMEDIATE RELEASE – December 17, 2004 NS Group President and Chief Executive Officer Adopts 10b5-1 Plan NEWPORT, KY — ( Business WIRE) — December 17, 2004 (NYSE: NSS) NS Group, Inc. announced today that its president and chief executive officer, René J. Robichaud, has adopted a plan to sell 100,000 shares of common stock of NS Group to be acquired through the exercise of stock opt

December 17, 2004 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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) December 6, 2004 NS GROUP, INC.

December 6, 2004 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Table of Contents UNITED STATES 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) December 6, 2004 NS GROUP, INC.

December 6, 2004 EX-99.1

EXHIBIT 99.1

EXHIBIT 99.1 Institutional Investor Presentation December 2004 Rene J. Robichaud President & CEO Linda A. Pleiman Director - Investor Relations and Corporate Communications Thomas J. Depenbrock Vice President - Finance, Treasurer & CFO This presentation contains forward-looking information with respect to the Company's operations and beliefs. Actual results may differ from these forward-looking st

November 5, 2004 EX-10.3

NS GROUP, INC. EQUITY PLAN RESTRICTED STOCK UNITS AGREEMENT

Exhibit 10.3 NS GROUP, INC. EQUITY PLAN RESTRICTED STOCK UNITS AGREEMENT This Agreement (the “Agreement”) is made as of , 2(the “Date of Grant”), by and between NS Group, Inc., a Kentucky corporation (the “Company”), and (the “Grantee”). 1. Grant of Restricted Stock Units. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the NS Group, Inc. Equity Plan

November 5, 2004 EX-10.4

NS GROUP, INC. EQUITY PLAN NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.4 NS GROUP, INC. EQUITY PLAN NONQUALIFIED STOCK OPTION AGREEMENT This Agreement (the “Agreement”) is made as of , 2(the “Date of Grant”) by and between NS Group, Inc., a Kentucky corporation (the “Company”) and (the “Optionee”). 1. Grant of Option Right. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the NS Group, Inc. Equity Plan (the “Pla

November 5, 2004 EX-10.5

NS GROUP, INC. EQUITY PLAN INCENTIVE STOCK OPTION AGREEMENT

Exhibit 10.5 NS GROUP, INC. EQUITY PLAN INCENTIVE STOCK OPTION AGREEMENT This Agreement (the “Agreement”) is made as of , 2(the “Date of Grant”) by and between NS Group, Inc., a Kentucky corporation (the “Company”) and (the “Optionee”). 1. Grant of Option Right. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the NS Group, Inc. Equity Plan (the “Plan”)

November 5, 2004 EX-10.2

NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN NONQUALIFIED STOCK OPTION AGREEMENT

EXHIBIT 10.2 NS GROUP, INC. NON-EMPLOYEE DIRECTOR EQUITY PLAN NONQUALIFIED STOCK OPTION AGREEMENT This Agreement (the “Agreement”) is made as of , 2(the “Date of Grant”) by and between NS Group, Inc., a Kentucky corporation (the “Company”) and (the “Non-Employee Director”). 1. Grant of Option Right. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the N

November 5, 2004 EX-10.1

AGREED TO: AGREED TO AND ACCEPTED: NEWPORT STEEL CORPORATION NUCOR CORPORATION By: /s/ Thomas L. Golatzki By: /s/ Timothy W. Hill Its: Vice President Its: Sales Manager Execution Date: October 7, 2004 Acceptance Date: October 8, 2004

Exhibit 10.1 October 7, 2004 Mr. Thom Golatzki Vice President Engineering, Energy & Materials NEWPORT STEEL CORPORATION 530 W. Ninth Street Newport, KY 41072 Dear Thom: This letter sets forth a quotation from the Nucor Steel Crawfordsville Division of Nucor Corporation (“Nucor”) to Newport Steel Corporation (“Newport”) for the sale and purchase of the products listed on Exhibit B, attached hereto

November 5, 2004 EX-12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (thousands of dollars) Three Months Ended Nine Months Ended 9/30/04 9/30/03 9/30/04 9/30/03 Earnings Pretax income (loss) $ 25,582 $ (2,210 ) $ 52,048 $ (20,795 ) Interest expense 197 280 868 3,075 In

EX-12.1 NS GROUP, INC. September 30, 2004 Form 10-Q Exhibit 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (thousands of dollars) Three Months Ended Nine Months Ended 9/30/04 9/30/03 9/30/04 9/30/03 Earnings Pretax income (loss) $ 25,582 $ (2,210 ) $ 52,048 $ (20,795 ) Interest expense 197 280 868 3,075 Interest portion of rent expense (a) 126 93 355 270 $ 25,905 $ (1,837 ) $ 53,271 $ (17,

November 5, 2004 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2004 COMMISSION FILE NUMBER 1-9838

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2004 COMMISSION FILE NUMBER 1-9838 NS GROUP, INC. (Exact name of registrant as specified in its charter) Kentucky 61-0985936 (State or other jurisdiction of (I.R.S. E

October 14, 2004 8-K

Entry into a Material Definitive Agreement

Table of Contents UNITED STATES 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 8, 2004 NS GROUP, INC.

September 15, 2004 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

TABLE OF CONTENTS SIGNATURES EXHIBIT INDEX Exhibit 10.16 Table of Contents UNITED STATES 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) September 10, 2004 NS GROUP, INC. (Exact name of registrant as specified in its charter) Kentucky 1-9838 61-098

September 15, 2004 EX-10.16

Exhibit 10.16

EXHIBIT 10.16 AMENDMENT NO. 4 TO FINANCING AND SECURITY AGREEMENT THIS AMENDMENT NO. 4 TO FINANCING AGREEMENT AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of the 10th day of September, 2004, by and among THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation (“CIT”), CIT as agent for the Lenders (the “Agent”), LASALLE BUSINESS CREDIT, LLC, an Illinois limited liabilit

September 10, 2004 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Table of Contents UNITED STATES 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) September 10, 2004 NS GROUP, INC.

September 10, 2004 EX-99.1

EX-99.1

EXHIBIT 99.1 Raymond James & Associates Small Cap Investor Forum September 10, 2004 Rene J. Robichaud President & CEO Linda A. Pleiman Director - Investor Relations and Corporate Communications This presentation contains forward-looking information with respect to the Company's operations and beliefs. Actual results may differ from these forward-looking statements due to many factors, including th

August 13, 2004 EX-99.1

NS Group President and Chief Executive Officer Adopts 10b5-1 Plan

EXHIBIT 99.1 FOR IMMEDIATE RELEASE – August 13, 2004 NS Group President and Chief Executive Officer Adopts 10b5-1 Plan NEWPORT, KY — ( Business WIRE) — August 13, 2004 (NYSE: NSS) NS Group, Inc. announced today that its president and chief executive officer, René J. Robichaud, has adopted a plan to sell common stock of NS Group to be acquired through the exercise of stock options. The plan applies

August 13, 2004 8-K

Current Report

UNITED STATES 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): August 13, 2004 COMMISSION FILE NUMBER 1-9838 NS GROUP, INC.

July 12, 2004 8-K

Current Report

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): July 12, 2004 COMMISSION FILE NUMBER 1-9838 NS GROUP, INC.

July 12, 2004 EX-99.1

NS GROUP ANNOUNCES SECOND QUARTER CONFERENCE CALL AND SIMULTANEOUS WEB CAST FOR MONDAY, JULY 26, 2004

EXHIBIT 99.1 FOR IMMEDIATE RELEASE – July 12, 2004 NS GROUP ANNOUNCES SECOND QUARTER CONFERENCE CALL AND SIMULTANEOUS WEB CAST FOR MONDAY, JULY 26, 2004 NEWPORT, KY—(BUSINESS WIRE) — July 12, 2004 (NYSE: NSS) NS Group, Inc. announced today that the company will host a conference call and simultaneous web cast to review results of the second quarter ending June 30, 2004 on Monday, July 26, 2004 at

June 29, 2004 8-K

Current Report

Table of Contents 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: June 28, 2004 COMMISSION FILE NUMBER 1-9838 NS GROUP, INC.

June 29, 2004 EX-99.1

1

Exhibit 99.1 1 Rene J. Robichaud President & CEO Thomas J. Depenbrock Vice President - Finance, Treasurer & CFO Linda A. Pleiman Director - Investor Relations and Corporate Communications 2 This presentation contains forward-looking information with respect to the Company's operations and beliefs. Actual results may differ from these forward-looking statements due to many factors, including those

April 26, 2004 8-K

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: April 26, 2004 COMMISSION FILE NUMBER 1-9838 NS GROUP, INC. (Exact name of registr

NS GROUP, INC. 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: April 26, 2004 COMMISSION FILE NUMBER 1-9838 NS GROUP, INC. (Exact name of registrant as specified in its charter) Kentucky (State or other jurisdiction of incorporation or organization) 61-0985936 (I.R.S. Employer Id

April 26, 2004 EX-99.1

NS GROUP REPORTS FIRST QUARTER 2004 EARNINGS

EXHIBIT 99.1 FOR IMMEDIATE RELEASE – April 26, 2004 NS GROUP REPORTS FIRST QUARTER 2004 EARNINGS NEWPORT, KY—(BUSINESS WIRE) — April 26, 2004 (NYSE: NSS) NS Group, Inc. announced today its results for the quarter ended March 31, 2004. Net sales for the quarter were $84.5 million, a 22 percent increase over sales for the fourth quarter of 2003. The company reported operating income of $5.5 million

April 6, 2004 8-K

Current Report

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): April 6, 2004 COMMISSION FILE NUMBER 1-9838 NS GROUP, INC.

April 6, 2004 EX-99.1

NS GROUP ANNOUNCES CONFERENCE CALL AND SIMULTANEOUS WEB CAST FOR MONDAY, APRIL 26, 2004

EXHIBIT 99.1 FOR IMMEDIATE RELEASE — April 6, 2004 NS GROUP ANNOUNCES CONFERENCE CALL AND SIMULTANEOUS WEB CAST FOR MONDAY, APRIL 26, 2004 NEWPORT, KY—(BUSINESS WIRE) — April 6, 2004 (NYSE: NSS) NS Group, Inc. announced today that the company will host a conference call and simultaneous web cast to review results of the first quarter ending March 31, 2004 on Monday, April 26, 2004 at 2:00 p.m. eas

March 3, 2004 EX-99.1

EX-99.1

Exhibit 99.1 Raymond James & Associates 25th Annual Institutional Investors Conference Rene J. Robichaud President & CEO Thomas J. Depenbrock Vice President - Finance, Treasurer & CFO Linda A. Pleiman Director - Investor Relations and Corporate Communications This presentation contains forward-looking information with respect to the Company's operations and beliefs. Actual results may differ from

March 3, 2004 8-K

Current Report

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: March 3, 2004 COMMISSION FILE NUMBER 1-9838 NS GROUP, INC.

February 17, 2004 SC 13G

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 4) NS Group Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 628916108 (CUSIP Number) 12/31/03 (Date of Event Which Requires Fi

February 6, 2004 SC 13G/A

OMB APPROVAL

OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response…………11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 2, 2003 EX-99.1

Exhibit 99.1 Slide Show Presentation

Exhibit 99.1 Rene J. Robichaud President & CEO Thomas J. Depenbrock Vice President, Treasurer & CFO Linda A. Pleiman Director - Investor Relations and Corporate Communications This presentation contains forward-looking information with respect to the Company's operations and beliefs. Actual results may differ from these forward-looking statements due to many factors, including those discussed in t

December 2, 2003 8-K

Current Report

Table of Contents 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: December 2, 2003 COMMISSION FILE NUMBER 1-9838 NS GROUP, INC.

November 21, 2003 EX-4.4

EX-4.4

EX-4.4 4 l04267aexv4w4.txt EXHIBIT 4.4 EXHIBIT 4.4 NS GROUP EMPLOYEES RETIREMENT SAVINGS PLAN SEPTEMBER 2, 2003 RESTATEMENT . . . TABLE OF CONTENTS PREAMBLE ARTICLE I DEFINITIONS 1.1 Plan Definitions ............................................................ 2 1.2 Interpretation............................................................... 8 ARTICLE II SERVICE 2.1 Special Definitions...........

May 21, 2003 EX-99.1

EX-99.1

Rene J. Robichaud President & CEO Thomas J. Depenbrock Vice President, Treasurer & CFO Linda A. Pleiman Director - Investor Relations and Corporate Communications This presentation contains forward-looking information with respect to the Company's operations and beliefs. Actual results may differ from these forward-looking statements due to many factors, including those discussed in the numerous d

May 21, 2003 8-K

Current Report

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: May 21, 2003 COMMISSION FILE NUMBER 1-9838 NS GROUP, INC.

March 25, 2003 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response.

March 25, 2003 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response.

March 21, 2003 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response.

March 5, 2003 EX-99.1

EX-99.1

Raymond James Institutional Investors Conference March 5, 2003 Thomas J. Depenbrock Vice President, Treasurer & CFO This presentation contains forward-looking information with respect to the Company's operations and beliefs. Actual results may differ from these forward-looking statements due to many factors, including those discussed in the numerous documents the company has filed with the Securit

March 5, 2003 8-K

Current Report

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: March 5, 2003 COMMISSION FILE NUMBER 1-9838 NS GROUP, INC.

February 14, 2003 SC 13G

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NS Group Inc. ____________________________________________ (Name of Issuer) Common stock ______________________________

SC 13G 1 71111,3465 NASD 0000745026 NS Group Inc. 610985936 0000924355 hw5iqbo@ SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NS Group Inc. (Name of Issuer) Common stock (Title of Class of Securities) 628916108 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is

February 13, 2003 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response.

February 12, 2003 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment [X]) * NS GROUP INC (Name of Issuer) Common Stock (Title of Class of Securities) 628916108 (CUSIP Number) Decemb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment [X]) * NS GROUP INC (Name of Issuer) Common Stock (Title of Class of Securities) 628916108 (CUSIP Number) December 31, 2002 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

February 10, 2003 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response.

September 30, 2002 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding

NS Group, Inc./Thomas J Weber Form 3 OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2005 Estimated average burden hours per response...0.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding C

May 6, 2002 SC 13G

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NS Group Inc. ____________________________________________ (Name of Issuer) Common stock ______________________________

SC 13G 1 71111,3465 NASD 0000745026 NS Group Inc. 610985936 0000924355 hw5iqbo@ SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NS Group Inc. (Name of Issuer) Common stock (Title of Class of Securities) 628916108 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is

Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista