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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 SEPTEMBER 27, 1997
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 Identification Number)
Ninth and Lowell Streets, Newport, Kentucky 41072
(Address of principal executive offices)
Registrant's telephone number, including area code (606)
292-6809
_______________
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange Title of each class
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 December 1, 1997,
as reported in The Wall Street Journal, the aggregate market
value of the voting stock held by non-affiliates of the
registrant was approximately $331.5 million.
The number of shares outstanding of the registrant's
Common Stock, no par value, was 24,080,148 at December 1,
1997.
Documents Incorporated by Reference
Parts I, II and III incorporate certain information by
reference from the Annual Report to Shareholders for the
fiscal year ended September 27, 1997 ("1997 Annual Report to
Shareholders"). Part III also incorporates certain
information by reference from the Company's Proxy Statement
dated December 22, 1997 for the Annual Meeting of
Shareholders on February 12, 1998.
Table of Contents
PART I Page
Item 1. Business 3
Item 2. Properties 11
Item 3. Legal Proceedings 12
Item 4. Submission of Matters to a Vote of Security
Holders 12
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 13
Item 6. Selected Consolidated Financial Data 13
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 13
Item 8. Financial Statements and Supplementary Data 13
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 13
PART III
Item 10. Directors and Executive Officers of the
Registrant 14
Item 11. Executive Compensation 14
Item 12. Security Ownership of Certain Beneficial
Owners and Management 14
Item 13. Certain Relationships and Related Transactions 14
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 14
PART I
ITEM 1. BUSINESS
General
The Company was incorporated in Kentucky in 1980 as
Newport Steel Corporation for the purpose of purchasing the
operating assets of the Newport Steel Works from Interlake,
Inc. The Company changed its name to NS Group, Inc. in
1987. As used herein, the terms "Company" and "NS Group"
refer to NS Group, Inc. and its subsidiaries, unless
otherwise required by the context.
NS Group conducts business in two industry segments,
the specialty steel segment and the adhesives segment.
Incorporated herein by reference from the 1997 Annual Report
to Shareholders is the segment data included in Management's
Discussion and Analysis of Financial Condition and Results
of Operations in "Results of Operations" and Note 12 to the
Consolidated Financial Statements, which contains additional
information pertaining to industry segment data.
Specialty Steel Segment
The Company is a producer of specialty steel products
serving the energy industry. These products are produced at
its two mini-mills, Newport Steel Corporation (Newport) and
Koppel Steel Corporation (Koppel), and include welded and
seamless tubular goods primarily used in oil and natural gas
drilling and production operations, referred to as oil
country tubular goods (OCTG); and line pipe, used in the
transmission of oil, natural gas and other fluids. Both
Newport and Koppel are certified by the American Petroleum
Institute (API) for production of these products. The
Company also produces special bar quality products,
primarily used in the manufacture of heavy industrial
equipment; and hot rolled coils, which are sold to service
centers and other manufacturers for further processing. The
term mini-mill connotes a smaller, relatively low-cost mill
that typically uses steel scrap as its basic raw material
and offers a relatively limited range of products.
The following table sets forth certain operating
information with respect to Newport and Koppel for the
periods indicated.
(In thousands) 1997 1996 1995
Net sales
Newport
Welded tubular products $210,245 $157,385 $145,330
Hot rolled coils and
other products 10,336 16,230 16,673
Koppel
Seamless tubular products 152,146 133,446 90,926
SBQ products 67,502 62,405 82,954
$440,229 $369,466 $335,883
Operating income (loss) before corporate allocations
Newport $ 24,225 $ (4,855) $ (5,708)
Koppel 19,535 19,741 16,136
$ 43,760 $ 14,886 $ 10,428
Manufacturing Facilities and Processes - Specialty Steel
Segment
Newport Facilities
The Company manufactures welded OCTG and line pipe
products and hot rolled coils at its facilities located near
Newport, Kentucky. The production process for Newport's
welded tubular products includes three separate operations:
melting, rolling and pipe-making.
Steel scrap is melted into molten steel utilizing three
100-ton electric arc furnaces. Molten steel, reaching 3,000
degrees Fahrenheit, is tapped from the furnaces into ladles.
The ladles are then moved to an auxiliary stir station where
an argon lance stir process improves steel quality through
consistent metal deoxidation and desulfurization. Steel
refining continues at the ladle metallurgical station (LMS).
The LMS, which serves a dual role, allows for the precise
control of temperature and chemistry and enables continuous
production sequencing of the molten steel to the continuous
slab caster, thereby optimizing melt shop productivity.
Once strict metallurgical standards have been met, the
molten steel is "cast" into slabs that range in size from 7
to 10 inches in thickness, 28 to 55 inches in width and 15
to 34 feet in length. Slabs are cut to length and lifted
onto specially designed rail cars for transportation to the
adjacent reheat furnace. From time to time, Newport also
purchases slabs from third parties to supplement the
production of slabs by Newport's melt shop. In fiscal 1997,
Newport purchased approximately 117,000 tons of slabs for
use in the production of coil and pipe. Although Newport's
capacity utilization for its melt shop was 60% for fiscal
1997, one of Newport's three furnaces could not be operated
simultaneously with the other furnaces for most of the year
due to constraints on Newport's baghouse facilities. The
Company completed a project to upgrade its baghouse
facilities late in the third quarter of fiscal 1997 to
permit the simultaneous operation of Newport's three
furnaces. The Company believes the upgrade of its baghouse
facilities will significantly reduce its need to purchase
slabs from third parties in the future.
At Newport's hot strip rolling mill, slabs are
processed through the walking beam slab reheat furnace where
they are evenly heated to temperatures over 2,400 degrees
Fahrenheit. Slabs exit directly from the reheat furnace
onto the hot strip rolling mill where they are reduced to
desired thickness and rolled into coils in sizes up to a
maximum of 50 inches in width. Coils are then either slit
and formed into welded tubular products at one of the two
pipe-making facilities or are sold as hot rolled coils.
Newport's welded tubular products range in size from 4 1/2 to
13 3/8 inches in outside diameter and are available in both
carbon and alloy grades.
For fiscal 1997, the Newport facilities' rated
capacities and capacity utilization were as follows:
Rated Capacity Capacity
(in tons) Utilization
Melt shop 700,000 60%
Hot strip rolling mill 750,000 65%
Welded pipe mills 580,000 75%
Koppel Facilities
The Company manufactures seamless OCTG, line pipe
products and SBQ products at its facilities located in
Koppel and Ambridge, Pennsylvania and Baytown, Texas. The
operations consist of a melting and casting facility and bar
mill located in Koppel and a seamless tubemaking facility
located approximately 20 miles away in Ambridge.
The melting and casting facilities at Koppel consist of
an 80-ton Ultra-High Powered (UHP) electric arc furnace, a
ladle refining station and a computer-controlled four-strand
continuous bloom/billet caster. Select grades of steel
scrap are melted utilizing the UHP furnace. Once the molten
steel reaches temperatures of approximately 3,000 degrees
Fahrenheit, it is tapped from the UHP furnace into a ladle
and transported to the ladle refining station. The ladle
refining station allows for the addition of alloys, thereby
providing precise chemical compositions, and it maintains
the molten steel at proper temperatures for the caster.
Once the chemistries are analyzed and conformed to
metallurgical standards, the ladle is carried by crane to
the continuous caster. The continuous caster is capable of
casting 9 inch square blooms or 5 1/2 inch round billets.
Blooms and billets are further processed at the
tubemaking facilities into seamless tubular products or at
the bar facilities into SBQ products, or they can be sold as
"as cast" (semi-finished) product.
Koppel's tubemaking facility includes an automated
rotary hearth furnace where round billets (tube rounds) are
reheated to temperatures over 2,200 degrees Fahrenheit.
Tube rounds exit the furnace to a piercer where a hollow
tube is formed. Hollow tubes are then rolled to a specific
size and wall thickness by passing through either the
mandrell mill or transval mill. Seamless tubular products
are produced in both carbon and alloy grades in sizes
ranging from 1 7/8 to 8 1/2 inches in outside diameter.
At Koppel's bar mill, blooms are reheated in a highly
automated rotary hearth furnace to temperatures over 2,200
degrees Fahrenheit. Blooms, upon exiting the furnace, pass
through a series of rolls, where they are reshaped into
round bars. SBQ products are available in both carbon and
alloy grades in sizes measuring 2 7/8 to 6 inches in
diameter.
For fiscal 1997, the Koppel facilities' rated
capacities and capacity utilization were as follows:
Rated Capacity Capacity
(in tons) Utilization
Melt shop 450,000 82%
Seamless tube mill 250,000 74%
Bar mill 200,000 78%
Finishing Facilities
The Company processes and finishes a portion of its
welded and seamless tubular products at facilities located
at the Port of Catoosa, near Tulsa, Oklahoma (Erlanger
Tubular Corporation, or Erlanger) and at Baytown, Texas,
located near Houston, Texas (Baytown). The finishing
processes include upsetting, which is a forging process that
thickens tube ends; heat treating, which is a furnace
operation designed to strengthen the steel; straightening;
non-destructive testing; coating for rust prevention; and
threading.
Products - Specialty Steel Segment
Welded OCTG Products
The Company's welded OCTG products, which are produced
by Newport, are used primarily as casing in oil and natural
gas wells during drilling operations. Welded OCTG products
are generally used when higher strength is not required,
typically in wells less than 10,000 feet in depth. The
Company sells its welded OCTG products as both a plain end
and as a finished tubular product in both carbon and alloy
grades.
Seamless OCTG Products
The Company's seamless OCTG products, which are
produced by Koppel, are used as drill pipe, casing and
production tubing. Drill pipe is used and may be reused to
drill several wells. Casing forms the structural wall of
oil and natural gas wells to provide support and prevent
caving during drilling operations and is generally not
removed after it has been installed in a well. Production
tubing is placed within the casing and is used to convey oil
and natural gas to the surface. The Company's seamless OCTG
products are sold as a finished threaded and coupled product
in both carbon and alloy grades. Compared to similar
welded products, seamless production tubing and casing are
better suited for use in hostile drilling environments such
as off-shore drilling or deeper wells because of their
greater strength and durability. The production of seamless
tubular products with these properties requires a more
costly and specialized manufacturing process than does the
production of welded tubular products. The majority of the
Company's seamless OCTG product sales are production tubing
in sizes ranging from 1.9 inches to 5 inches in outside
diameter.
Demand for the Company's OCTG products is cyclical in
nature, being dependent on the number and depth of oil and
natural gas wells being drilled in the United States and
globally. The level of drilling activity is largely a
function of the current prices of oil and natural gas and
expectations of future prices. In addition, shipments by
domestic producers of OCTG products are influenced by the
levels of inventory held by producers, distributors and end
users as well as the level of foreign imports of OCTG
products. The average number of oil and natural gas
drilling rigs in operation in the United States was 906 in
fiscal 1997, up from 759 in fiscal 1996.
Line Pipe Products
The Company's line pipe products, which are produced by
both Newport and Koppel, are used primarily in gathering
lines for the transportation of oil and natural gas at the
drilling site and in transmission lines by both gas utility
and transmission companies. Line pipe products are coated
and shipped as a plain end product and welded together on
site. The majority of the Company's line pipe sales are
welded products.
The demand for line pipe is only partially dependent on
oil and gas drilling activities. Line pipe demand is also
dependent on factors such as the level of pipeline
construction activity, line pipe replacement requirements,
new residential construction and gas utility purchasing
programs.
Special Bar Quality Products
The Company manufactures a specialized market niche of
SBQ products at Koppel in sizes ranging from 2.875 to 6.0
inches in diameter. The Company produces its SBQ products
from continuous cast blooms that enables substantial size
reduction in the bloom during processing and provides
greater strength-to-weight ratios. These SBQ products are
primarily used in critical weight-bearing applications such
as suspension systems, gear blanks, drive axles for tractors
and off-road vehicles, heavy machinery components and
hydraulic and pneumatic cylinders. The demand for the
Company's SBQ products is cyclical in nature and is
sensitive to general economic conditions.
Hot Rolled Coils
The Company produces commercial quality grade hot
rolled coils at Newport, from 28 to 50 inches in width,
between 0.125 and 0.500 inches in gauge, and in 15 ton coil
weights. These products are sold to service centers and to
others for use in high-strength applications. The demand
for these products is cyclical in nature and is sensitive to
general economic conditions.
Other Products
The Company's tubular products are inspected and tested
to ensure that they meet or exceed API specifications.
Products that do not meet specification are classified as
less then prime products and are sold at substantially
reduced prices.
Markets and Distribution - Specialty Steel Segment
The Company sells its specialty steel products to its
customers through an in-house sales force. The primary end
markets for the Company's seamless tubular products have
been the southwest United States and certain foreign
markets, including offshore applications. The Company has
historically marketed its welded tubular products in the
east, central and southwest regions of the United States, in
areas where shallow oil and gas drilling and exploration
activity utilize welded tubular products. Nearly all of the
Company's OCTG products are sold to domestic distributors,
some of whom subsequently sell the Company's products into
the international marketplace. The Company sells its SBQ
products to customers located generally within 400 miles of
the Koppel facilities.
All of the Company's steel-making and finishing
facilities are located on or near major rivers or waterways,
enabling the Company to transport its tubular products into
the southwest by barge. The Company ships substantially all
of its seamless and welded OCTG products destined for the
southwest region by barge.
Customers - Specialty Steel Segment
The Company has approximately 300 specialty steel
product customers. The Company's OCTG and line pipe
products are used by major and independent oil and natural
gas exploration and production companies in drilling and
production applications. Line pipe products are also used
by gas utility and transmission companies. The majority of
the Company's OCTG products are sold to domestic
distributors. Line pipe products are sold to both domestic
distributors and directly to end users. The Company sells
its SBQ products to service centers, cold finishers, forgers
and original equipment manufacturers. Hot rolled coils are
sold primarily to service centers and other manufacturers
for further processing. The Company has long-standing
relationships with many of its larger customers; however,
the Company believes that it is not dependent on any
customer and that it could, over time, replace lost sales
attributable to any one customer. In fiscal 1997, no one
customer accounted for more than 10% of total net sales,
other than Bourland & Leverich Supply Company, which
accounted for 10.3% of total net sales.
Competition - Specialty Steel Segment
The markets for the Company's specialty steel products
are highly competitive and cyclical. The Company's
principal competitors in its primary markets include
integrated producers, mini-mills and welded tubular product
processing companies, as well as foreign steel producers,
many of which have substantially greater assets and larger
sales organizations than the Company. The Company believes
that the principal competitive factors affecting its
business are price, quality and customer service.
In the welded OCTG and line pipe market, the Company
competes against certain manufacturers who purchase hot
rolled coils for further processing into welded OCTG and
line pipe products. The cost of finished tubular products
for these manufacturers is largely dependent on the market
price of hot rolled coils. Depending on market demand for
hot rolled coil, these tubular manufacturers may purchase
hot rolled coils at a lower or higher cost than the
Company's cost to manufacture hot rolled coils. Also,
additional new hot rolled manufacturing capacity is
anticipated which may also impact the market price for hot
rolled coils.
In the small diameter seamless OCTG market in which
Koppel competes, its principal competitors include the
USS/Kobe Steel Company in Lorain, Ohio, and a number of
foreign producers. With respect to its SBQ products, Koppel
competes with a number of steel manufacturers, including USX
Corporation, CSC Industries, Inc., Republic Engineered
Steels, Inc., Inland Steel Industries, Inc., MacSteel
Division of Quanex Corporation, North Star Steel Company,
Inc. and The Timken Company. Newport's principal domestic
competitors in the welded tubular market are Lone Star Steel
Company, LTV Corporation, IPSCO Steel, Inc. and Maverick
Tube Corporation.
In July 1995, the United States imposed duties on the
imports of various OCTG products from certain foreign
countries in response to antidumping and countervailing duty
cases filed by several U.S. steel companies. Several
foreign OCTG producers, as well as certain U.S. producers,
have appealed the determinations to U.S. and international
courts or panels. The duties are subject to annual and
five-year reviews by the U.S. Department of Commerce. The
Company believes the imposition of the duties have had a
positive effect on its shipments and pricing of certain of
its seamless tubular products; however, it cannot predict
the outcome or timing of these appeals at this time.
Raw Materials and Supplies - Specialty Steel Segment
The Company's major raw material is steel scrap, which
is generated principally from industrial, automotive,
demolition, railroad and other steel scrap sources. Steel
scrap is purchased by the Company either through scrap
brokers or directly in the open market. The long-term
demand for steel scrap and its importance to the domestic
steel industry may be expected to increase as steel-makers
continue to expand steel scrap-based electric arc furnace
and thin slab casting capacities. For the foreseeable
future, however, the Company believes that supplies of steel
scrap will continue to be available in sufficient quantities
at competitive prices. In addition, a number of
technologies exist for the processing of iron ore into forms
which may be substituted for steel scrap in electric arc
furnace-based steel-making operations. Such forms include
direct-reduced iron, iron carbide and hot-briquette iron.
While such forms may not be cost competitive with steel
scrap at present, a sustained increase in the price of steel
scrap could result in increased implementation of these
alternative technologies.
The Company's steel manufacturing facilities consume
large amounts of electricity. The Company purchases its
electricity from utilities near its steel-making facilities
pursuant to separate contracts entered into by Koppel and
Newport. Koppel's contract expired in 1996. The parties
have been operating under monthly extensions of the prior
contract, while a new supply contract is being negotiated.
Newport's contract expires in 2001. The contracts contain
provisions that provide for lower priced demand charges
during off-peak hours and known maximums in higher cost firm
demand power. Also, the Company receives discounted demand
rates in return for the utilities' right to periodically
curtail service during periods of peak demand. These
curtailments are generally limited to a few hours and
historically have had a negligible impact on the Company's
operations.
The Company also consumes smaller quantities of
additives, alloys and flux which are purchased from a number
of suppliers.
Adhesives Segment
The Company, through its wholly-owned subsidiary,
Imperial Adhesives, Inc. (Imperial), is a custom
manufacturer of water-borne, solvent borne and hot melt
adhesives and footwear finishes. These products are
manufactured at plants located in Cincinnati, Ohio;
Nashville, Tennessee and Lynchburg, Virginia.
Manufacturing Process - Adhesives Segment
Imperial's adhesives products are manufactured by
combining and mixing predetermined quantities of raw
materials. The raw materials are measured according to
specific formulas and mixed in numerous specially designed
industrial mixers. Raw materials are available from
multiple sources and consist primarily of
petrochemical-based materials. Pricing of raw materials
generally follows trends in the petrochemical markets. The
physical properties of finished formulas are measured and
monitored by a statistical process control system. Imperial
works closely with its customers to develop adhesive
applications designed to meet their specific product
requirements.
Products and Markets - Adhesives Segment
Imperial maintains approximately 1,000 active formulas
for the manufacture of water-borne, solvent-borne and
hot-melt adhesives products and approximately 600 active
formulas for the manufacture of footwear finishes. Its
multiple product lines are used primarily in product
assembly applications within such industries as footwear,
foam bonding, marine and recreational vehicles, consumer
packaging, construction, furniture, and transportation. In
fiscal 1997, approximately 21% of Imperial's sales were to
the footwear industry. The Company's industrial adhesives
products are marketed throughout the United States and
Caribbean basin through an in-house sales force as well as a
number of independent sales representatives. Products are
distributed from Imperial's manufacturing sites and a number
of public warehouses across the United States and in Puerto
Rico. The adhesives industry is currently seeking
alternatives to its methylene chloride-based products, which
are expected to be largely restricted by OSHA regulations
in December 1997. Methylene chloride-based products
represented approximately 22% of the Company's adhesives
segment sales in fiscal 1997.
Competition in the industrial adhesives industry
includes several major producers, as well as numerous small
and mid-sized companies comparable to Imperial. Imperial
competes on the basis of price, product performance and
customer service and believes that its diversity and ability
to develop applications to meet customers' specific needs
allows it to compete effectively with all adhesives
producers in its markets.
Environmental Matters
The Company is subject to federal, state and local
environmental laws and regulations, including, among others,
the Resource Conservation and Recovery Act (RCRA), the Clean
Air Act, the 1990 Amendments to the Clean Air Act, the Clean
Water Act and all regulations promulgated in connection
therewith, including, among others, those concerning the
discharge of contaminants as air emissions or waste water
effluents and the disposal of solid and/or hazardous wastes
such as electric arc furnace dust. As such, the Company is
from time to time involved in administrative and judicial
proceedings and administrative inquiries related to
environmental matters.
As with other steel mills in the industry, the
Company's steel mini-mills produce dust which contains lead,
cadmium and chromium, and is classified as a hazardous
waste. The Company currently collects the dust resulting
from its electric arc furnace operations through emission
control systems and contracts with a company for treatment
and disposal of the dust at an EPA-approved facility.
The Company has on its property at Newport a permitted
hazardous waste disposal facility. Newport's permit for
operating the hazardous waste disposal facility required
that it investigate, test, and analyze for potential
releases of hazardous constituents from its closed loop
water recirculation system. Based upon the findings of its
investigation, which have been filed with the EPA, the
Company believes that the cost of any remediation of such
potential releases, if required, will not be material.
In November 1996, Koppel received a Notice of Violation
from the EPA alleging violations of the Clean Air Act and
the Pennsylvania State Implementation Plan. The violations
allegedly occurred during 1995 and 1996 and pertain to air
emissions from Koppel's electric arc furnace operations. The
conditions which contributed to the alleged violations have
been corrected, and as of January 1, 1997, Koppel has
demonstrated compliance with air emission regulations. At
this time, the Company is unable to determine if the EPA
will assess civil penalties as a result of the alleged
violations, or the extent of any such potential penalties.
In March 1995, Koppel and the EPA signed a Consent
Order relating to an April 1990 RCRA facility assessment
(the Assessment) completed by the EPA and the Pennsylvania
Department of Environmental Resources. The Assessment was
performed in connection with a permit application pertaining
to a landfill that is adjacent to the Koppel facilities.
The Assessment identified potential releases of hazardous
constituents at or adjacent to the Koppel facilities prior
to the Company's acquisition of the Koppel facilities. The
Consent Order established a schedule for investigating,
monitoring, testing and analyzing the potential releases.
Initial remediation has been completed and a report
submitted to the EPA. Additional monitoring and remediation
may be required. Pursuant to various indemnity provisions
in agreements entered into at the time of the Company's
acquisition of the Koppel facilities, certain parties have
agreed to indemnify the Company against various known and
unknown environmental matters. To date the Company has been
fully indemnified against all matters pertaining to the
Consent Order and the Company believes that the indemnity
provisions provide for it to be fully indemnified against
all matters covered by the Consent Order, including all
associated costs, claims and liabilities.
In two separate incidents occurring in fiscal 1993 and
1992, radioactive substances were accidentally melted at
Newport, resulting in the contamination of a quantity of
electric arc furnace dust. The Company is investigating and
evaluating various issues concerning storage, treatment and
disposal of the radiation contaminated electric arc furnace
dust; however a final determination as to method of
treatment and disposal, cost and further regulatory
requirements cannot be made at this time. Depending on the
ultimate timing and method of treatment and disposal, which
will require appropriate federal and state regulatory
approval, the actual cost of disposal could substantially
exceed current estimates and the Company's insurance
coverage. The Company expects to recover and has recorded a
$2.3 million receivable relating to insurance claims for the
recovery of disposal costs which will be filed with the
applicable insurance carrier at the time such disposal costs
are incurred. Such insurance claims will exhaust available
insurance coverage pertaining to these incidents. Based on
current knowledge, the Company believes the recorded gross
reserves of $4.4 million for disposal costs pertaining to
these incidents are adequate.
Subject to the uncertainties concerning the Consent
Order and the storage and disposal of the radiation
contaminated dust, the Company believes that it is currently
in compliance in all material respects with all applicable
environmental regulations. The Company cannot predict the
level of required capital expenditures or operating costs
that may result from future environmental regulations.
Capital expenditures for the next twelve months
relating to environmental control facilities are not
expected to be material; however, such expenditures could be
influenced by new or revised environmental regulations and
laws or new information or developments with respect to the
Company's operating facilities.
As of September 27, 1997, the Company had environmental
remediation reserves of $4.4 million, which pertain almost
exclusively to accrued disposal costs for radiation
contaminated dust. As of September 27, 1997, the estimated
range of possible losses related to the environmental
contingency matters discussed above in excess of those
accrued by the Company is $0 to $3.0 million; however, with
respect to the Consent Order, the Company cannot estimate
the possible range of losses should the Company ultimately
not be indemnified. Based upon its evaluation of available
information, management does not believe that any of the
environmental contingency matters discussed above are
likely, individually or in the aggregate, to have a material
adverse effect upon the Company's consolidated financial
position, results of operations or cash flows. However, the
Company cannot predict with certainty that new information
or developments with respect to the Consent Order or its
other environmental contingency matters, individually or in
the aggregate, will not have a material adverse effect on
the Company's consolidated financial position, results of
operations or cash flows.
Employees
As of September 27, 1997, the Company had 1,948
employees, of whom 432 were salaried and 1,516
were hourly. Substantially all of the Company's hourly
employees are represented by the United Steelworkers of
America under contracts expiring in 1998 for Imperial; 1999
for Newport and Koppel; and 2000 for Erlanger.
ITEM 2. PROPERTIES
The Company's principal operating properties are listed
below. The Company believes its facilities are adequate and
suitable for its present level of operations.
Location and Properties
Specialty Steel Segment:
Newport, Kentucky - Newport owns approximately 250
acres of real estate upon which is located a melt shop, hot
strip mill, two welded pipe mills, a barge facility, machine
and fabricating shops and storage and repair facilities
aggregating approximately 675,000 square feet, as well as
administrative offices. The facilities are also located
adjacent to rail lines.
Tulsa, Oklahoma - Erlanger leases approximately 36
acres of real estate upon which is located a tubular
processing facility. The facility is located at the Tulsa
Port of Catoosa where barge facilities are in close
proximity. Located on this property are six buildings
aggregating approximately 119,000 square feet which house
the various finishing operations.
Koppel, Pennsylvania - Koppel owns approximately 227
acres of real estate upon which are located a melt shop, bar
mill, machine and fabricating shops, storage and repair
facilities and administrative offices aggregating
approximately 900,000 square feet. The facilities are
located adjacent to rail lines.
Ambridge, Pennsylvania - Koppel owns approximately 45
acres of real estate upon which are located a seamless tube
making facility and seamless tube finishing facilities
aggregating approximately 659,000 square feet. The
facilities are located adjacent to rail lines and river
barge facilities.
Baytown, Texas - Koppel owns approximately 55 acres of
real estate upon which are located a tubular processing
facility and barge facilities. Located on the property are
eight buildings aggregating approximately 65,000 square feet
which house the various finishing operations.
Adhesives Segment:
Cincinnati, Ohio; Lynchburg, Virginia; Nashville,
Tennessee - Imperial owns approximately seven acres of
property in Cincinnati, Ohio; 1.5 acres of property in
Lynchburg, Virginia and 3.1 acres in Nashville, Tennessee
for use in its adhesives and finishes operations. The
Cincinnati properties contain five buildings aggregating
approximately 150,000 square feet; the Lynchburg property
consists of one 10,000 square foot building and the
Nashville property contains one building aggregating
approximately 60,000 square feet.
Other:
Newport, Kentucky - The Company owns approximately 20
acres of partially developed land near Newport, Kentucky,
which is held as investment property and is listed for sale.
Information regarding encumbrances on the Company's
properties is included in Note 4 to the Consolidated
Financial Statements of the 1997 Annual Report to
Shareholders, and is incorporated herein by reference.
ITEM 3. LEGAL PROCEEDINGS
See Item 1, Business, "Environmental Matters" regarding
the Consent Order entered into by Koppel and the EPA in
March 1995 and the Notice of Violation received by Koppel
from the EPA in November 1996.
The Company is subject to various claims, lawsuits and
administrative proceedings arising in the ordinary course of
business with respect to workers compensation, health care
and product liability coverages (each of which is
self-insured to certain levels), as well as commercial and
other matters. Based upon its evaluation of available
information, management does not believe that any such
matters are likely, individually or in the aggregate, to
have a material adverse effect upon the Company's
consolidated financial position, results of operations or
cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Incorporated herein by reference from the 1997 Annual
Report to Shareholders, "Corporate Information - Stock
Market Information" and "Corporate Information - Stock
Price" and Note 4 to the Consolidated Financial Statements.
As of December 1, 1997 there were approximately 184
record holders of Common Stock.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
Incorporated herein by reference from the 1997 Annual
Report to Shareholders, "Consolidated Historical Summary".
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Incorporated herein by reference from the 1997 Annual
Report to Shareholders, "Management's Discussion and
Analysis of Financial Condition and Results of Operations".
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated herein by reference from the 1997 Annual
Report to Shareholders, "Consolidated Statements of
Operations"; "Consolidated Balance Sheets"; "Consolidated
Statements of Cash Flows"; Consolidated Statements of Common
Shareholders' Equity"; "Notes to Consolidated Financial
Statements"; "Report of Management" and "Report of
Independent Public Accountants".
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT
Incorporated herein by reference from the Company's
Proxy Statement dated December 22, 1997 for the Annual
Meeting of Shareholders on February 12, 1998, under the
caption "Election of Directors - Nominees for Election as
Directors"; "Share Ownership of Certain Beneficial Owners
and Management - footnote (4)"; "Information Regarding
Meetings and Committees of the Board of Directors -
Committees of the Board "; and "Section 16(a) Beneficial
Ownership Reporting Compliance".
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference from the Company's
Proxy Statement dated December 22, 1997 for the Annual
Meeting of Shareholders on February 12, 1998, under the
caption "Information Regarding Meetings and Committees of
the Board of Directors - Director Compensation"; "Executive
Compensation"; and "Compensation Committee Interlocks and
Insider Participation".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Incorporated herein by reference from the Company's
Proxy Statement dated December 22, 1997 for the Annual
Meeting of Shareholders on February 12, 1998, "Share
Ownership of Certain Beneficial Owners and Management".
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
Incorporated herein by reference from the Company's
Proxy Statement dated December 22, 1997 for the Annual
Meeting of Shareholders on February 12, 1998, under the
caption "Compensation Committee Interlocks and Insider
Participation" and "Certain Transactions".
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K
(a) 1. Consolidated Financial Statements - Audited
consolidated financial statements required by this item are
incorporated by reference and listed in Part II, Item 8.
(a) 2. Consolidated Financial Statement Schedule - The
financial statement schedule required to be filed as a part
of this report is included herein:
- - Report of Independent Public Accountants on Financial
Statement Schedule
- - Schedule II - Valuation and Qualifying Accounts
(a) 3. Exhibits - Reference is made to the Index to
Exhibits, which is included herein as part of this report.
(b) Reports on Form 8-K - None.
Report of Independent Public Accountants on Financial
Statement Schedule
To NS Group, Inc.:
We have audited in accordance with generally accepted
auditing standards the consolidated financial statements
included in NS Group, Inc. and subsidiaries annual report to
shareholders incorporated by reference in this Form 10-K,
and have issued our report thereon dated October 30, 1997.
Our audit was made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The
schedule listed in Item 14(a) 2 is the responsibility of the
Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's
rules and is not part of the basic financial statements.
This schedule has been subjected to the auditing procedures
applied in the audit of the basic financial statements and,
in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation
to the basic financial statements taken as a whole.
Cincinnati, Ohio ARTHUR ANDERSEN LLP
October 30, 1997
SCHEDULE II
NS GROUP, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
Reserves Deducted from
Assets in Balance Sheets
Allowance
for Allowance
Doubtful for Cash
Accounts(1) Discounts(1)
BALANCE, September 24, 1994 $ 637 $ 306
Additions:
Charged to costs and expenses 586 3,553
Deductions:
Net charges of nature for which
reserves were created (202) (3,330)
BALANCE, September 30, 1995 $1,021 $ 529
Additions:
Charged to costs and expenses 744 3,487
Deductions:
Net charges of nature for which
reserves were created (1,008) (3,675)
BALANCE, September 28, 1996 $ 757 $ 341
Additions:
Charged to costs and expenses 1,050 7,414
Deductions:
Net charges of nature for which
reserves were created (1,095) (7,124)
BALANCE, September 27, 1997 $ 712 $ 631
(1) Deducted from accounts receivable
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: December 12, 1997 By: /s/John R. Parker
John R. Parker, Vice
President,Treasurer and Chief
Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Clifford R.
Borland and John R. Parker, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign any and
all amendments to this Annual Report on Form 10-K and any
other documents and instruments incidental thereto, and to
file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said
attorneys-in-fact and agents and/or any of them, or their or
his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Date: December 12, 1997 /s/Clifford R. Borland
Clifford R. Borland,
Chief Executive Officer
and Director
Date: December 12, 1997 /s/Paul C. Borland,Jr.
Paul C. Borland, Jr., President and
Chief Operating Officer and
Director
Date: December 12, 1997 /s/John R. Parker
John R. Parker, Vice President,
Treasurer and Chief Financial
Officer
(Principal Financial Officer)
Date: December 12,1997 /s/Thomas J. Depenbrock
Thomas J. Depenbrock
Vice President and Corporate
Controller
(Principal Accounting Officer)
Date: December 12, 1997 /s/Ronald R. Noel
Ronald R. Noel
Vice President and Director
Date: December 12, 1997 /s/John B. Lally
John B. Lally, Director
Date: December 12, 1997 /s/Patrick J. B. Donnelly
Patrick J. B. Donnelly, Director
Date: December 12, 1997 /s/R. Glen Mayfield
R. Glen Mayfield, Director
INDEX TO EXHIBITS
Number Description
3.1 Amended and Restated Articles of Incorporation of
Registrant, filed as Exhibit 3.1 to Amendment No. 1 to
Registrants' Form S-1 dated January 17, 1995, File No.
33-56637, and incorporated herein by this reference
3.2 Amended and restated By-Laws of Registrant, dated
December 4, 1995, filed as Exhibit 3.2 to Company's Form
10-K for the fiscal year ended September 30, 1995, File No.
1-9838, and incorporated herein by this reference
Exhibits 4.1 through 4.19 were filed as exhibits under
their respective Exhibit numbers to Company's Form 10-Q for
the quarterly period ended July 1, 1995, File No. 1-9838,
and are incorporated herein by this reference
4.1 Indenture (including form of Senior Secured Note)
between the Company and The Huntington National Bank, as
trustee (the "Trustee")
4.2 Leasehold and Fee Mortgage, Assignment of Rents and
Leases and Security Agreement from Newport to the Trustee
(Kentucky)
4.3 Mortgage, Assignment of Rents and Leases and Security
Agreement from Koppel to the Trustee (Pennsylvania)
4.4 Deed of Trust, Assignment of Rents and Leases and
Security Agreement from Koppel to the Trustee (Texas)
4.5 Leasehold Mortgage, Assignment of Rents and Leases and
Security Agreement from Erlanger to the Trustee (Oklahoma)
4.6 Junior Leasehold and Fee Mortgage, Assignment of Rents
and Leases and Security Agreement from Newport to the
Company (Kentucky)
4.7 Junior Mortgage, Assignment of Rents and Leases and
Security Agreement from Koppel to the Company (Pennsylvania)
4.8 Junior Deed of Trust, Assignment of Rents and Leases
and Security Agreement from Koppel to the Company (Texas)
4.9 Junior Leasehold Mortgage, Assignment of Rents and
Leases and Security Agreement from Erlanger to the Company
(Oklahoma)
4.10 Subsidiary Security Agreement between Newport and the
Trustee
4.11 Subsidiary Security Agreement between Koppel and the
Trustee
4.12 Subsidiary Security Agreement between Erlanger and the
Trustee
4.13 ICN Security Agreement between Newport and the Company
INDEX TO EXHIBITS (Continued)
Number Description
4.14 ICN Security Agreement between Koppel and the Company
4.15 ICN Security Agreement between Erlanger and the Company
4.16 Pledge and Security Agreement between the Company and
the Trustee
4.17 Subsidiary Guarantee
4.18 Intercreditor Agreement between the Trustee and the
Bank of New York Commercial Corporation, as agent
under the Credit Facility
4.19 Agreement between the Trustee, Koppel and the
Commonwealth of Pennsylvania, Department of Commerce
4.20 Revolving Credit, Guaranty and Security Agreement among
Bank of New York Commercial Corporation, PNC Bank Ohio,
N.A., Newport, Koppel, Imperial, the Company, Erlanger,
Northern Kentucky Air, Inc. and Northern Kentucky
Management, Inc., filed as Exhibit 4.21 to Company's Form
10-Q for the quarterly period ended July 1, 1995, File No.
1-9838, and incorporated herein by this reference; Amendment
No. 1 dated October 23, 1995 and Amendment No. 2 dated
December 21, 1995 filed as Exhibit 4.21 to Company's Form
10-Q for the quarterly period ended December 30, 1995, File
No. 1-9838, and incorporated herein by this reference;
Amendment No. 3 dated February 14, 1996, filed as Exhibit
4.1 to Company's Post-Effective Amendment No. 1 on Form S-3
to Form S-1 Registration Statement, Registration No.
33-56637, and incorporated herein by this reference; and
Amendment No. 4 dated September 12, 1996, filed as Exhibit
4.21 to Company's Form 10-K for the fiscal year ended
September 28, 1996, File No. 1-9838, and incorporated herein
by this reference
4.21 Warrant Agreement between the Company and The
Huntington National Bank, as warrant agent, filed as Exhibit
4.22 to Company's Form 10-Q for the quarterly period ended
July 1,1995, File No. 1-9838, and incorporated herein by
this reference
10.1 Company's Amended Employee Incentive Stock Option Plan,
filed as Exhibit 10(a) to Company's Form 10-K for the fiscal
year ended September 30, 1989, File No. 1-9838, and
incorporated herein by this reference
10.2 Company's Executive Bonus Plan, filed as Schedule B to
Exhibit 10.4 to Company's Registration Statement on Form
S-18, File No. 2-90643, and incorporated herein by this
reference
10.3 Company's Non-Qualified Stock Option and Stock
Appreciation Rights Plan of 1988, filed as Exhibit 1 to
Company's Proxy Statement dated January 13, 1989, File No.
1-9838, and incorporated herein by this reference
10.4 Rights Agreement dated as of November 17, 1988 between
Company and Pittsburgh National Bank, filed as Exhibit 1 to
Company's Form 8-K dated November 17, 1988, File No.
1-9838, and incorporated herein by this reference, and
Appointment and Amendment Agreement dated July 29, 1994
between Registrant and Registrar and Transfer Company, filed
as Exhibit 10(d) to Company's Form 10-Q dated May 29,
1994, File No. 1-9838, and incorporated herein by this
reference
INDEX TO EXHIBITS (Continued)
Number Description
10.5 Company's 1993 Incentive Stock Option Plan, filed as
Exhibit 1 to Company's Proxy Statement dated December 22,
1992, File No. 1-9838, and incorporated herein by this
reference
10.6 Transfer Agreement, dated September 29, 1993, filed on
September 28, 1993 as Exhibit 10.2 to Amendment No. 2 to
the Registration Statement on Form S-1 of Kentucky Electric
Steel, Inc., File No. 33-67140, and incorporated herein by
this reference
10.7 Tax Agreement, dated October 6, 1993, by and among NS
Group, Inc., Kentucky Electric Steel, Inc. and NSub I, Inc.
(formerly Kentucky Electric Steel Corporation), filed as
Exhibit 10(h) to Company's Form 10-K for the fiscal year
ended September 25, 1993, File No. 1-9383, and incorporated
herein by this reference
10.8 Registration Rights Agreement dated October 6, 1993
among Kentucky Electric Steel, Inc., NS Group, Inc. and NSub
I, Inc. (formerly Kentucky Electric Steel Corporation),
filed as Exhibit 10(I) to Company's Form 10-K for fiscal
year ended September 25, 1993, File No. 1-9383, and
incorporated herein by this reference
10.9 Form of Warrant dated October 4, 1990, filed as Exhibit
4.2 to Company's Form 8-K dated October 18, 1990, File No.
1-9838, and incorporated herein by reference; and First
Amendment to Warrant dated September 26, 1992, filed as
Exhibit 4(c) to Company's Form 10-K for the fiscal year
ended September 26, 1992, File No. 1-9838, and incorporated
herein by this reference
10.10 Company's 1995 Stock Option and Stock Appreciation
Rights Plan, filed as Exhibit A to Company's Proxy Statement
dated December 27, 1995, File No. 1-9838, and incorporated
here in by this reference
13 1997 Annual Report to Shareholders (not deemed "filed"
except for portions which are expressly incorporated by
reference), filed herewith
21 Subsidiaries of Registrant
23 Consent of Independent Public Accountants
24 Power of Attorney (contained on Signature Page)
27 Financial Data Schedule