<PAGE>   1


                       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, 2001


                          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. Employer
 incorporation or organization)                             Identification No.)


                 530 WEST NINTH STREET, NEWPORT, KENTUCKY 41071
                    (Address of principal executive offices)

        Registrant's telephone number, including area code (859) 292-6809

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
                                      ---    ---

At May 7, 2001, there were 21,001,149 shares outstanding of the Company's common
stock.


<PAGE>   2




                                 NS GROUP, INC.

                                      INDEX



                                                                      Page No.
                                                                      --------

PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Condensed Consolidated Statements of Operations..............   3
         Condensed Consolidated Balance Sheets........................   4
         Condensed Consolidated Statements of Cash Flows..............   5
         Notes to Financial Statements................................   6

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations........................  19

Item 3.  Quantitative and Qualitative Disclosures About
           Market Risk................................................  26

PART II  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders..........  26

Item 6.  Exhibits and Reports on Form 8-K.............................  27



                                       2

<PAGE>   3


PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                                 NS GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                         March 31,
                                                                   2001               2000
                                                                 --------           --------
<S>                                                              <C>                <C>
Net sales                                                        $ 82,114           $ 90,277
Cost of products sold                                              74,717             90,878
                                                                 --------           --------
        Gross profit (loss)                                         7,397               (601)
Selling, general and administrative expenses                        5,625              5,566
Restructuring charges                                              55,585                 --
                                                                 --------           --------
        Operating income (loss)                                   (53,813)            (6,167)
Other income (expense)
   Investment income                                                  838                 56
   Interest expense                                                (2,522)            (2,915)
   Other, net                                                       1,099                330
                                                                 --------           --------
        Income (loss) from continuing operations before
           income taxes and extraordinary items                   (54,398)            (8,696)
Provision (benefit) for income taxes                                   --               (159)
                                                                 --------           --------
        Income (loss) from continuing operations before
           extraordinary items                                    (54,398)            (8,537)
Income from discontinued operations,
   net of income taxes                                                 --                306
                                                                 --------           --------
        Income (loss) before extraordinary items                  (54,398)            (8,231)
Extraordinary items, net of income taxes                              (59)                --
                                                                 --------           --------
        Net income (loss)                                        $(54,457)          $ (8,231)
                                                                 ========           ========

Per common share (basic)
        Income (loss) from continuing operations                 $  (2.60)          $  (0.40)
        Income from discontinued operations,
              net of income taxes                                      --               0.02
        Extraordinary items, net of income taxes                       --                 --
                                                                 --------           --------
        Net income (loss)                                        $  (2.60)          $  (0.38)
                                                                 ========           ========

Per common share (diluted)
        Income (loss) from continuing operations                 $  (2.60)          $  (0.40)
        Income from discontinued operations,
              net of income taxes                                      --               0.02
        Extraordinary items, net of income taxes                       --                 --
                                                                 --------           --------
        Net income (loss)                                        $  (2.60)          $  (0.38)
                                                                 ========           ========

Weighted average shares outstanding
        Basic and diluted                                          20,948             21,515
</TABLE>


See accompanying notes to financial statements.





                                       3
<PAGE>   4

                                 NS GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                           (In thousands) (Unaudited)


<TABLE>
<CAPTION>
                                                            March 31,          December 31,
                                                              2001                 2000
                                                            ---------           ---------
<S>                                                         <C>                 <C>
ASSETS
Current assets
     Cash                                                   $   1,610           $   1,451
     Short-term investments                                    61,422              43,700
     Accounts receivable, net                                  42,229              45,354
     Inventories                                               67,917              60,468
     Other current assets                                      16,406              20,591
                                                            ---------           ---------
        Total current assets                                  189,584             171,564

Property, plant and equipment, net                             64,838             121,052
Long-term investments                                          18,042              20,401
Other assets                                                    5,967               5,909
Assets held for disposal                                       13,565                  --
                                                            ---------           ---------

        Total assets                                        $ 291,996           $ 318,926
                                                            =========           =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
     Accounts payable                                       $  26,147           $  12,516
     Accrued liabilities                                       30,611              29,798
     Accrued restructuring charges                             12,739                  --
     Current portion of long-term debt                            110                 110
                                                            ---------           ---------
         Total current liabilities                             69,607              42,424

Long-term debt                                                 67,520              68,207
Other long-term liabilities                                     5,006               5,006
Deferred taxes                                                  6,811               6,811
                                                            ---------           ---------
         Total liabilities                                    148,944             122,448
                                                            ---------           ---------

Shareholders' Equity
     Common stock, no par value                               282,866             282,750
     Treasury stock                                           (33,010)            (33,035)
     Common stock options and warrants                            527                 497
     Accumulated other comprehensive loss                      (5,391)             (6,258)
     Accumulated deficit                                     (101,940)            (47,476)
                                                            ---------           ---------
        Total shareholders' equity                            143,052             196,478
                                                            ---------           ---------

        Total liabilities and shareholders' equity          $ 291,996           $ 318,926
                                                            =========           =========
</TABLE>



See accompanying notes to financial statements.



                                       4
<PAGE>   5


                                 NS GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (In thousands) (Unaudited)


<TABLE>
<CAPTION>
                                                                     Three Months Ended March 31,
                                                                        2001               2000
                                                                      --------           --------
<S>                                                                   <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                                $(54,457)          $ (8,231)
     Less: income from discontinued operations,
        net of income taxes                                                 --                306
                                                                      --------           --------
     Income (loss) from continuing operations                          (54,457)            (8,537)
     Adjustments to reconcile net income (loss)
        to net cash flows from operating activities:
           Depreciation and amortization                                 5,400              5,366
           Amortization of debt discount and finance costs                 297                276
           Restructuring charges                                        55,585                 --
           Losses on sales of securities                                   509                933
           Changes in operating assets and liabilities
               Accounts receivable, net                                  3,125            (13,291)
               Inventories                                              (9,136)            (2,939)
               Other current assets                                        708               (389)
               Accounts payable                                         13,631              5,046
               Accrued liabilities                                         763             (1,963)
                                                                      --------           --------
                    Net cash flows from operating activities            16,425            (15,498)
                                                                      --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of property, plant and equipment                           (352)            (2,258)
     Net sales and maturities of long-term investments                   2,717             15,251
     Changes in other assets                                              (116)               519
                                                                      --------           --------
                    Net cash flows from investing activities             2,249             13,512
                                                                      --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES
     Repayments of long-term debt                                         (927)               (37)
     Proceeds from issuance of common stock                                134                133
                                                                      --------           --------
                    Net cash flows from financing activities              (793)                96
                                                                      --------           --------

Net cash used by discontinued operations                                    --               (636)
                                                                      --------           --------

Net increase (decrease) in cash and short-term
      investments                                                       17,881             (2,526)
Cash and short-term investments at beginning of period                  45,151             20,971
                                                                      --------           --------

Cash and short-term investments at end of period                      $ 63,032           $ 18,445
                                                                      ========           ========

Cash paid for:
           Interest                                                   $  4,712           $  5,052
           Income taxes                                               $     --           $     81
</TABLE>



See accompanying notes to financial statements.


                                       5
<PAGE>   6

                                 NS GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION

         The condensed consolidated financial statements include the accounts of
NS Group, Inc. and its wholly-owned subsidiaries (the Company): Newport Steel
Corporation (Newport), Koppel Steel Corporation (Koppel), Erlanger Tubular
Corporation (Erlanger), and Northern Kentucky Management, Inc. All significant
intercompany balances and transactions have been eliminated.

         The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the interim period are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2001. Reference should be made to NS Group, Inc.'s Annual
Report to Shareholders included in our Form 10-K for the fiscal year ended
September 30, 2000 for additional footnote disclosure, including a summary of
significant accounting policies.

         The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make certain estimates
and assumptions that affect the amounts reported in the condensed consolidated
financial statements and accompanying notes. Actual results could differ from
those estimates.

         CHANGE IN FISCAL YEAR-END

         The Company's fiscal years prior to October 1, 2000 ended on the last
Saturday of September. On November 20, 2000, the Company announced that it had
changed its fiscal year-end to a calendar year ending on December 31. The
results previously reported for the period from January 2, 2000 through April 1,
2000 are being referred to in this Form 10-Q as the quarter ended March 31,
2000. The Company's next full fiscal year will be for the calendar year ended
December 31, 2001.




                                       6
<PAGE>   7



         RECLASSIFICATIONS

         In accordance with EITF 00-10, "Accounting for Shipping and Handling
Fees and Costs", the Company changed its accounting for freight in the quarter
ended December 31, 2000. EITF 00-10 requires that a seller of goods should
classify in the income statement amounts billed to a customer for shipping and
handling as revenue and should classify in the income statement costs incurred
for shipping and handling as an expense. One of NS Group's subsidiaries has
reported shipping charges billed to customers as revenue, net of the actual
costs incurred. The Company now reports the actual costs incurred to ship its
products as a component of cost of sales. This change will have no effect on the
Company's gross profit margins. The effects of EITF 00-10 on the Company's
reported revenues and cost of sales were not material for the periods presented
and prior period amounts have been reclassified to conform with the new
presentation.

         EARNINGS PER SHARE

         Basic earnings per share are computed by dividing net income (loss) by
the weighted-average number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution from securities that could
result in additional common shares being issued which, for the Company, are
comprised of stock options and warrants only.

         Securities that could potentially result in dilution of basic EPS
through the issuance of 2.4 million and 2.3 million shares of the Company's
common stock were not included in the computation of diluted EPS for the
three-month periods ended March 31, 2001 and 2000, respectively, because they
were antidilutive.

NOTE 2: RESTRUCTURING CHARGES

         During the quarter ended March 31, 2001, the Company implemented
certain restructuring initiatives involving certain operations of its
businesses. The Company discontinued the production of hot-rolled coils and
closed its melt shop and hot strip mill operations at its welded tubular
facilities in Wilder, Kentucky. In addition, the Company also decided to exit
the special bar quality (SBQ) business by June 30, 2001 which is operated from
its Koppel, Pennsylvania facility.

         As a result of these decisions, the Company recorded $56.2 million of
charges, of which $43.4 million are non-cash charges. Included in the non-cash
charges are approximately $42.4 million of asset impairment losses resulting
from the write-down of the net book value of machinery, equipment and related
spare parts inventories to be sold. The asset impairment loss was determined
based upon an independent outside appraisal. Other non-cash charges include the
writedown of inventories of SBQ finished goods, spare parts and operating
supplies. The $0.6 million charge for the write-down of the SBQ finished goods
inventory is included in costs of products sold as required by accounting
pronouncements.





                                       7
<PAGE>   8
         Cash payments will be made to employees for separation costs associated
with approximately 250 hourly and 50 salaried positions that have been
eliminated. Cash payments will also be required to cancel operating contracts
and open purchase order commitments, environmental remediation costs, and other
facility closure costs. Cash needed for the restructuring liabilities will be
funded from currently available funds and the majority will be disbursed over
the next two quarters.

         At March 31, 2001, total accrued restructuring liabilities were $12.7
million. The liabilities, primarily for employee separation costs and contract
cancellation costs, are expected to be settled by the end of the year 2001. The
assets of the closed operations, consisting of machinery and equipment, related
raw materials, spare parts and supply inventories, have been reclassified to the
category Assets Held for Disposal on the Company's March 31, 2001 consolidated
balance sheet.

NOTE 3: DISCONTINUED OPERATIONS

         On October 12, 2000, the Company completed the sale of its wholly owned
subsidiary, Imperial Adhesives, Inc. In connection with the sale, the Company
and the buyer entered into various agreements that provide, among other things,
that the Company will indemnify the buyer for certain matters, including
environmental contingencies. The Company accrued $1.9 million at the time of the
sale for its share of estimated liabilities and included the amount in its
accrued liabilities. In addition, the Company has other agreements with Imperial
and the buyer regarding federal, state and local tax allocation and sharing
between the Company and Imperial.

NOTE 4: OTHER INCOME, NET

         In the quarter ended March 31, 2001, the Company received a claim
settlement pertaining to the Company's purchases of electrodes in the years from
1992 to 1997. The settlement increased Other, net by $1.1 million, or $.05 per
diluted share, for the quarter.

NOTE 5: EXTRAORDINARY CHARGE

         During the quarter ended March 31, 2001, the Company purchased $890,000
in principal amount of its 13.5% Senior Secured Notes ("Notes") in an open
market transaction. The purchase of the Notes was accomplished through the use
of short-term investments. In connection with the purchase of the Notes, the
Company recorded an extraordinary charge of $59,000 for the premium incurred and
write-off of associated original discount and deferred finance charges.


                                       8
<PAGE>   9




NOTE 6: COMPREHENSIVE INCOME

         The Company's other comprehensive income consists of unrealized gains
and losses on available-for-sale securities. Comprehensive income for the
periods was as follows:


                                                       Three Months Ended
          (Thousands)                                       March 31,
                                                      2001             2000
                                                    --------          -------

          Net Income (loss)                         $(54,457)         $(8,231)
          Unrealized gains (losses)                      867           (1,234)
                                                    --------          -------

          Comprehensive income (loss)               $(53,590)         $(9,465)
                                                    ========          =======


NOTE 7: BUSINESS SEGMENT INFORMATION

         The Company currently operates in two reportable segments. The
Company's Energy Products Segment consists primarily of (i) welded and seamless
tubular goods used primarily in oil and natural gas drilling and production
operations (oil country tubular goods, or OCTG); and (ii) line pipe used in the
transmission of oil, natural gas and other fluids. The Energy Products Segment
reflects the aggregation of two business units which have similar products and
services, manufacturing processes, customers and distribution channels and is
consistent with both internal management reporting and resource and budgetary
allocations. Two Energy Products customers each accounted for 17% of the
segment's sales for the quarter ended March 31, 2001.

         The Company's Industrial Products Segment consists of special bar
quality (SBQ) products used primarily in the manufacture of heavy industrial
equipment. See Note 2 regarding the Company's decision to exit this segment in
the second quarter of 2001.




                                       9
<PAGE>   10




         The following table sets forth selected segment financial information
for the three months ended March 31, 2001 and 2000. Reference is made to Note 2
included therein concerning the Company's restructuring initiatives implemented
in the March 31, 2001 quarter:

<TABLE>
<CAPTION>
                                           Energy         Industrial
(Thousands)                               Products         Products        Corporate         Total
                                          --------         --------        ---------         -----
<S>                                       <C>              <C>             <C>             <C>
March 31, 2001
      Net sales                           $  76,126        $  5,988        $     --        $  82,114

      Operating income (loss)
        before restructuring items        $   6,858        $ (2,733)       $ (1,714)       $   2,411

            Inventory mark-down                  --            (639)             --             (639)
            Restructuring charges           (44,499)         (9,486)         (1,600)         (55,585)
                                          ---------        --------        --------        ---------
      Operating income (loss)             $ (37,641)       $(12,858)       $ (3,314)       $ (53,813)
                                          ---------        --------        --------        ---------

      Assets                              $ 193,453        $  7,428        $ 91,115        $ 291,996
      Depreciation and amortization           4,428             941              31            5,400
      Capital expenditures                      352              --              --              352

March 31, 2000
      Net sales                           $  72,742        $ 17,535        $     --        $  90,277
      Operating income (loss)                (2,277)         (1,845)         (2,045)          (6,167)
      Assets                                261,844          33,386          23,696          318,926
      Depreciation and amortization           4,490             817              59            5,366
      Capital expenditures                    2,258              --              --            2,258
</TABLE>


NOTE 8: INVENTORIES

         Inventories consist of the following:



                                           March 31,       December 31,
               (Thousands)                   2001              2000
                                             ----              ----

               Raw materials                $ 2,624           $ 6,930
               Semi-finished and
                  finished products          65,293            53,538
                                            -------           -------

                                            $67,917           $60,468
                                            =======           =======




                                       10
<PAGE>   11




NOTE 9: COMMITMENTS AND CONTINGENCIES

         The Company has various commitments for the purchase of materials,
supplies and energy arising in the ordinary course of business.

         Legal Matters

         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. The
Company accrues for the cost of such matters when the incurrence of such costs
is probable and can be reasonably estimated. 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.

         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 and the
Clean Water Act, and all regulations promulgated in connection therewith. Such
laws and regulations include those concerning the discharge of contaminants as
air emissions or wastewater 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 operates a steel
mini-mill that produces dust that contains lead, cadmium and chromium, and is
classified as a hazardous waste. Dust produced by its electric arc furnace is
collected through emission control systems and disposed of at EPA-approved
facilities.

         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 expected to be approximately $1.1 million.
New or revised environmental regulations and laws or new information or
developments with respect to the Company's operating facilities could influence
such expenditures.





                                       11
<PAGE>   12
         Based upon its evaluation of available information, management does not
believe that any of the Company's environmental contingency 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.
However, the Company cannot predict with certainty that new information or
developments with respect to its 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.

NOTE 10: SUPPLEMENTARY INFORMATION - CONDENSED CONSOLIDATING FINANCIAL
         STATEMENTS (UNAUDITED)

         The Company's Notes are unconditionally guaranteed in full, jointly and
severally, by each of the Company's subsidiaries (Subsidiary Guarantors), each
of which is wholly owned. Set forth below are the condensed consolidating
financial statements of NS Group, Inc. including the Subsidiary Guarantors. The
Subsidiary Guarantors include all subsidiaries of the Company (Newport Steel
Corporation, Koppel Steel Corporation, Erlanger Tubular Corporation and Northern
Kentucky Management, Inc.). Separate financial statements and other disclosures
relating to the Guarantor Subsidiaries have not been presented because
management has determined that this information would not be material. See Note
3 - Discontinued Operations related to the sale of Imperial Adhesives, Inc.

         The following unaudited condensed consolidating financial statements
present the results of operations, financial position and cash flows of (a) NS
Group, Inc. (Parent), reflecting investments in its consolidated subsidiaries
under the equity method of accounting, (b) the guarantor subsidiaries of the
Parent and (c) the eliminations necessary to arrive at the information for the
Parent on a consolidated basis. Income tax expense (benefit) is allocated among
the consolidating entities based upon taxable income (loss) within the
companies. These condensed consolidating financial statements should be read in
conjunction with the accompanying condensed consolidated financial statements of
NS Group. All significant intercompany accounts and transactions have been
eliminated.



                                       12
<PAGE>   13



                                 NS Group, Inc.
                 Unaudited Condensed Consolidating Balance Sheet
                                 March 31, 2001


<TABLE>
<CAPTION>
 (In thousands)                                               Guarantor
                                               Parent        Subsidiaries    Eliminations      Consolidated
                                               ------        ------------    ------------      ------------
<S>                                           <C>            <C>             <C>               <C>
ASSETS
Current assets
      Cash and investments                    $  60,363        $   2,669        $      --        $ 63,032
      Accounts receivable, net                      842           41,387               --          42,229
      Inventories                                    --           67,917               --          67,917
      Other current assets                        5,224           11,182               --          16,406
                                              ---------        ---------        ---------        --------
        Total current assets                     66,429          123,155               --         189,584

Property, plant and equipment                        --          190,952               --         190,952
Accumulated depreciation                             --         (126,114)        (126,114)
Long-term investments                            17,492              550               --          18,042
Investment in subsidiaries                      (52,821)              --           52,821              --
Other assets                                      2,787            3,180               --           5,967
Assets held for disposal                             --           13,565               --          13,565
Intercompany, net                               194,607               --         (194,607)             --
                                              ---------        ---------        ---------        --------

        Total assets                          $ 228,494        $ 205,288        $(141,786)       $291,996
                                              =========        =========        =========        ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
      Accounts payable                        $      --        $  26,147        $      --        $ 26,147
      Accrued liabilities                         5,717           24,894               --          30,611
      Accrued restructuring charges                 862           11,877               --          12,739
      Current portion of long-term debt              --              110               --             110
                                              ---------        ---------        ---------        --------
         Total current liabilities                6,579           63,028               --          69,607

Other long-term liabilities                       5,006               --               --           5,006
Long-term debt                                   67,046              474               --          67,520
Intercompany, net                                    --          194,607         (194,607)             --
Deferred taxes                                    6,811               --               --           6,811
Shareholders' equity                            143,052          (52,821)          52,821         143,052
                                              ---------        ---------        ---------        --------
   Total liabilities and
      shareholders' equity                    $ 228,494        $ 205,288        $(141,786)       $291,996
                                              =========        =========        =========        ========
</TABLE>



                                       13
<PAGE>   14



                                 NS Group, Inc.
                 Unaudited Condensed Consolidating Balance Sheet
                                December 31, 2000


<TABLE>
<CAPTION>
(In thousands)                                                 Guarantor
                                                Parent        Subsidiaries     Eliminations     Consolidated
                                                ------        ------------     ------------     ------------
<S>                                           <C>            <C>              <C>              <C>
ASSETS
Current assets
      Cash and investments                    $  42,543        $   2,608        $      --        $  45,151
      Accounts receivable                           823           44,531               --           45,354
      Inventories                                    --           60,468               --           60,468
      Other current assets                        5,154           15,437               --           20,591
                                              ---------        ---------        ---------        ---------
        Total current assets                     48,520          123,044               --          171,564

Property, plant and equipment                        --          330,757               --          330,757
Accumulated depreciation                             --         (209,705)              --         (209,705)
Long-term investments                            19,751              650               --           20,401
Investment in subsidiaries                      (16,252)              --           16,252               --
Other assets                                      2,729            3,180               --            5,909
Intercompany, net                               230,007               --         (230,007)              --
                                              ---------        ---------        ---------        ---------

         Total assets                         $ 284,755        $ 247,926        $(213,755)       $ 318,926
                                              =========        =========        =========        =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
      Accounts payable                        $     196        $  12,320        $      --        $  12,516
      Accrued liabilities                         8,568           21,230               --           29,798
      Current portion of long-term debt              --              110               --              110
                                              ---------        ---------        ---------        ---------
         Total current liabilities                8,764           33,660               --           42,424

Other long-term liabilities                       5,006               --               --            5,006
Long-term debt                                   67,696              511               --           68,207
Intercompany, net                                    --          230,007         (230,007)              --
Deferred taxes                                    6,811               --               --            6,811
Shareholders' equity                            196,478          (16,252)          16,252          196,478
                                              ---------        ---------        ---------        ---------
     Total liabilities
      and shareholders' equity                $ 284,755        $ 247,926        $(213,755)       $ 318,926
                                              =========        =========        =========        =========
</TABLE>



                                       14
<PAGE>   15



                                 NS Group, Inc.
            Unaudited Condensed Consolidating Statement of Operations
                    For the Three Months Ended March 31, 2001


<TABLE>
<CAPTION>
                                                                       Guarantor
(In thousands)                                          Parent        Subsidiaries  Eliminations   Consolidated
                                                        ------        ------------  ------------   ------------
<S>                                                   <C>             <C>           <C>            <C>
Net sales                                              $     --        $ 82,114        $    --       $ 82,114
Cost of products sold                                        --          74,717             --         74,717
                                                       --------        --------        -------       --------
        Gross Profit                                         --           7,397             --          7,397

Selling, general and administrative expenses                 --           5,625             --          5,625
Restructuring charges                                     1,600          53,985             --         55,585
                                                       --------        --------        -------       --------
        Operating income (loss)                          (1,600)        (52,213)            --        (53,813)

Other income (expense)
   Equity in earnings of subsidiaries                   (36,469)             --         36,469             --
   Investment income                                        805              33             --            838
   Interest expense                                      (2,519)             (3)            --         (2,522)
   Other, net                                                --           1,099             --          1,099
   Intercompany interest                                  5,022          (5,022)            --             --
                                                       --------        --------        -------       --------
        Income (loss) before income taxes
           and extraordinary items                      (34,761)        (56,106)        36,469        (54,398)
Provision (benefit) for income taxes                     19,637         (19,637)            --             --
                                                       --------        --------        -------       --------
        Income (loss) before extraordinary items        (54,398)        (36,469)        36,469        (54,398)
Extraordinary items, net of income taxes                    (59)             --             --            (59)
                                                       --------        --------        -------       --------

        Net income (loss)                              $(54,457)       $(36,469)       $36,469       $(54,457)
                                                       ========        ========        =======       ========
</TABLE>


                                       15
<PAGE>   16



                                 NS Group, Inc.
            Unaudited Condensed Consolidating Statement of Operations
                    For the Three Months Ended March 31, 2000

<TABLE>
<CAPTION>
                                                                     Guarantor
(In thousands)                                         Parent       Subsidiaries    Eliminations   Consolidated
                                                       ------       ------------    ------------   ------------
<S>                                                   <C>           <C>            <C>            <C>
Net sales                                             $    --         $ 90,277         $   --        $ 90,277
Cost of products sold                                      --           90,878             --          90,878
                                                      -------         --------         ------        --------
        Gross Profit                                       --             (601)            --            (601)

Selling, general and administrative expenses              307            5,259             --           5,566
                                                      -------         --------         ------        --------
        Operating income (loss)                          (307)          (5,860)            --          (6,167)

Other income (expense)
   Equity in earnings of subsidiaries                  (6,520)              --          6,520              --
   Investment income                                       37               19             --              56
   Interest expense                                    (2,911)              (4)            --          (2,915)
   Other, net                                             264               66             --             330
   Intercompany interest                                4,793           (4,793)            --              --
                                                      -------         --------         ------        --------
      Income (loss) from continuing operations
           before income taxes                         (4,644)         (10,572)         6,520          (8,696)
Provision (benefit) for income taxes                    3,541           (3,700)            --            (159)
                                                      -------         --------         ------        --------
      Income (loss) from continuing operations         (8,185)          (6,872)         6,520          (8,537)

Income from discontinued operations,
      net of income taxes                                  --              306             --             306
                                                      -------         --------         ------        --------

        Net income (loss)                             $(8,185)        $ (6,566)        $6,520        $ (8,231)
                                                      =======         ========         ======        ========
</TABLE>


                                       16
<PAGE>   17



                                 NS Group, Inc.
            Unaudited Condensed Consolidating Statement of Cash Flows
                    For the Three Months Ended March 31, 2001


<TABLE>
<CAPTION>
                                                               Guarantor
(In thousands)                                  Parent        Subsidiaries   Eliminations    Consolidated
                                                ------        ------------   ------------    ------------
<S>                                             <C>           <C>            <C>           <C>
Net Cash Flows from Operating Activities        $ 15,975         $   450         $   --        $ 16,425
                                                --------         -------         ------        --------

Cash Flows from Investing Activities:
     Purchases of property,
          plant and equipment                         --            (352)            --            (352)
     Net long-term investment activity             2,717              --             --           2,717
     Change in other assets                         (116)             --             --            (116)
                                                --------         -------         ------        --------
     Net cash from investing activities            2,601            (352)            --           2,249
                                                --------         -------         ------        --------

Cash Flows from Financing Activities:
     Repayments of long-term debt                   (890)            (37)            --            (927)
     Proceeds from issuance of common stock          134              --             --             134
                                                --------         -------         ------        --------
     Net cash from financing activities             (756)            (37)            --            (793)
                                                --------         -------         ------        --------

Net increase (decrease) in cash and
     short-term investments                       17,820              61             --          17,881
Cash and short-term investments -
     beginning of period                          42,543           2,608             --          45,151
                                                --------         -------         ------        --------
Cash and short-term investments -
     end of period                              $ 60,363         $ 2,669         $   --        $ 63,032
                                                ========         =======         ======        ========

Cash paid (received) during the period:
     Interest                                   $  4,708         $     4                       $  4,712
     Income taxes                               $     --         $    --                       $     --
</TABLE>




                                       17
<PAGE>   18




                                 NS Group, Inc.
            Unaudited Condensed Consolidating Statement of Cash Flows
                    For the Three Months Ended March 31, 2000


<TABLE>
<CAPTION>
                                                               Guarantor
(In thousands)                                   Parent       Subsidiaries    Eliminations    Consolidated
                                                 ------       ------------    ------------    ------------

<S>                                             <C>            <C>            <C>             <C>
Net Cash Flows from Operating Activities        $(17,837)        $ 2,339         $    --        $(15,498)
                                                --------         -------         -------        --------

Cash Flows from Investing Activities:
     Purchases of property,
          plant and equipment                         --          (2,258)             --          (2,258)
     Net long-term investment activity            15,251              --          15,251
     Change in other assets                           --             519              --             519
                                                --------         -------         -------        --------
     Net cash from investing activities           15,251          (1,739)             --          13,512
                                                --------         -------         -------        --------

Cash Flows from Financing Activities:
     Repayments of long-term debt                     --             (37)             --             (37)
     Proceeds from issuance of
          common stock                               133              --              --             133
                                                --------         -------         -------        --------
     Net cash from financing activities              133             (37)             --              96
                                                --------         -------         -------        --------

Net cash used by discontinued operations              --            (636)             --            (636)
                                                --------         -------         -------        --------

Net increase (decrease) in cash and
     short-term investments                       (2,453)            (73)             --          (2,526)
Cash and short-term investments -
     beginning of period                          17,495           3,476              --          20,971
                                                --------         -------         -------        --------
Cash and short-term investments -
     end of period                              $ 15,042         $ 3,403         $    --        $ 18,445
                                                ========         =======         =======        ========

Cash paid (received) during the period:
     Interest                                   $  5,039         $    13                        $ 5,052
     Income taxes                               $     --         $    81                        $    81
</TABLE>



                                       18
<PAGE>   19



                                 NS GROUP, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         We make forward-looking statements in this report which represent our
expectations or beliefs about future events and financial performance. You can
identify these statements by forward-looking words such as "expect", "believe",
"anticipate", "goal", "plan", "intend", "estimate", "may", "will", or similar
words. Forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions, including:

         o    oil and gas price volatility;

         o    the level and cyclicality of domestic and worldwide oil and
              natural gas drilling;

         o    fluctuations in industry-wide inventory levels;

         o    domestic and foreign competitive pressures;

         o    the level of imports and the presence or absence of
              governmentally imposed trade restrictions;

         o    manufacturing efficiencies;

         o    steel scrap and steel coil price volatility;

         o    costs of compliance with environmental regulations;

         o    asserted and unasserted claims;

         o    general economic conditions;

         o    those other risks and uncertainties described under "Risk
              Factors" included in Exhibit 99.1 of the Company's Form 10-K for
              its fiscal year ended September 30, 2000.

         In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this report might not occur. In addition,
actual results could differ materially from those suggested by the
forward-looking statements. Accordingly, you should not place undue reliance on
the forward-looking statements. We undertake no obligation to publicly update or
revise any forward-looking statements, whether the result of new information,
future events or otherwise.

         For a more complete understanding of our business activities and
financial results, you should read the following analysis of financial condition
and results of operations together with the unaudited condensed consolidated
financial statements included in this report.

         On November 20, 2000, we changed our fiscal year from ending on the
last Saturday in September to a calendar year ending on December 31. References
in this Form 10-Q to the quarter ended March 31, 2000 represent the period from
January 2, 2000 through April 1, 2000. We believe that the quarter ended March
31, 2000 provides a meaningful comparison to the quarter ended March 31, 2001.




                                       19
<PAGE>   20


                              RESULTS OF OPERATIONS

RESTRUCTURING OF OPERATIONS

         In March 2001, our board of directors approved decisions to discontinue
manufacturing steel and hot rolled coils at Newport and to exit the special bar
quality (SBQ) products business at Koppel.

         Despite strong demand in the oil country tubular goods (OCTG) market,
our results have suffered due to our inability to remain cost competitive.
Market prices for steel coil, the major cost component of our welded OCTG
products, have been well below our cost to manufacture them. Also, our SBQ
products business continues to be unprofitable and the outlook for the SBQ
market is expected to remain weak. We believe this restructuring will make us a
stronger competitor with a lower, more flexible cost structure, thereby
enhancing our profit potential. When fully implemented, the restructuring is
expected to produce annual cost savings of $16 million to $18 million, of which
half would be in reduced depreciation charges.

         In the March 2001 quarter, total restructuring charges of $56.2 million
were recorded, including $43.4 million of non-cash items resulting primarily
from the write-down of fixed assets. We discontinued manufacturing steel and hot
rolled coils at our Newport facility as of March 31, 2001. Our Industrial
Products - SBQ operations at Koppel will cease operations by the end of June
2001. The closures resulted in workforce reductions of approximately 280
positions at the Newport facility and approximately 80 positions will be reduced
as a result of the closure of the SBQ operations. Most of the hourly personnel
at SBQ operations will transfer to various other positions within the Company's
seamless tube making facility in Ambridge, Pennsylvania.

DISCONTINUED OPERATIONS

         On October 12, 2000, we sold our wholly owned subsidiary, Imperial
Adhesives, Inc. As a result, the sales, costs and expenses, assets and
liabilities, and cash flows of the Industrial Products - Adhesives Segment have
been classified as discontinued operations in our financial statements. See Note
3 to the financial statements. Accordingly, the discussion and analysis that
follow focus on the continuing operations of our remaining segments.

GENERAL OVERVIEW

         We currently conduct our business within two reportable business
segments - the Energy Products Segment and the Industrial Products Segment.

         Our Energy Products Segment includes welded and seamless tubular goods,
primarily used in oil and natural gas drilling and production operations,
referred to as oil country tubular goods, or OCTG. We also produce welded and
seamless line pipe products used in the transmission of oil and natural gas, as
well as a limited amount of other tubular products. Our energy products are sold
primarily to distributors who supply end-users in the energy industry.



                                       20
<PAGE>   21

         Demand for our OCTG products is cyclical in nature and is 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, among other things,
dependent on the current and anticipated prices for oil and natural gas. Also,
shipments by domestic producers of OCTG products may be positively or negatively
affected by the amount of inventory held by producers, distributors and end
users, as well as the amount of foreign imports of OCTG products.

         Demand for OCTG products has risen steadily from the prior year as
increasing oil and natural gas prices have led to an increase in domestic
drilling activity. The average number of oil and natural gas drilling rigs in
operation in the United States, which is referred to as "rig count", rose to
1,139 in the quarter ended March 31, 2001, compared to 770 for the comparable
prior year period. However, in spite of the increase in rig count, our March 31,
2001 quarter shipments declined 17.0% from the comparable quarter of a year ago
as a result of an increase in imports and higher inventory levels in the
marketplace of carbon grade OCTG products. Specifically affected were our welded
OCTG shipments, which are predominately carbon grade products. We anticipate
improving market conditions for these products in 2001 and together with the
effect of our restructuring initiatives, we expect improved operating results
from our Energy Products Segment for the remainder of the year 2001.

         Our Industrial Products Segment includes Special Bar Quality (SBQ)
products used in a variety of industrial applications such as farm equipment,
heavy machinery, construction and off-road vehicles. Our Industrial Products
Segment shipments for the March 31, 2001 quarter declined 67.0% from the prior
year comparable quarter due to decreased demand. We expect the SBQ segment of
our business to incur an operating loss in the second quarter of 2001. As
earlier noted, we plan to exit the SBQ business by June 30, 2001.

         You should read Note 7 to the unaudited condensed consolidated
financial statements included in this report for selected financial information
by business segment.




                                       21
<PAGE>   22



         The Company's net sales, gross profit (loss), operating income (loss)
and tons shipped by business segment for the three months ended March 31, 2001
and 2000 are summarized in the following table ($000's):


                                            Three Months Ended
                                                March 31,
                                         2001                2000
                                      ---------            ---------
Net sales

     Energy Products                  $  76,126            $  72,742
     Industrial Products - SBQ            5,988               17,535
                                      ---------            ---------
                                      $  82,114            $  90,277
                                      =========            =========
Gross profit (loss)
     Energy Products                  $  10,112            $     638
     Industrial Products - SBQ           (2,715)(1)           (1,239)
                                      ---------            ---------
                                      $   7,397            $    (601)
                                      =========            =========
Operating income (loss)
     Energy Products                  $   6,858            $  (2,277)
     Industrial Products - SBQ           (2,733)              (1,845)
                                      ---------            ---------
                                          4,125               (4,122)
     Restructuring charges              (56,224)(1)               --
     Corporate allocations               (1,714)              (2,045)
                                      ---------            ---------
                                      $ (53,813)           $  (6,167)
                                      =========            =========
Tons shipped
     Energy Products
          Welded products                74,200              105,700
          Seamless products              45,000               37,500
          Other                             200                  600
                                      ---------            ---------
                                        119,400              143,800
     Industrial Products - SBQ           14,000               42,400
                                      ---------            ---------
                                        133,400              186,200
                                      =========            =========

(1) Includes restructuring charge of $0.6 million recorded to cost of products
    sold.


         Net sales in the quarter ended March 31, 2001 were $82.1 million, a
decrease of 9.0% from the first quarter of 2000. We reported a loss from
continuing operations before extraordinary items of $54.4 million, or a $2.60
loss per basic and diluted share, in the three months ended March 31, 2001.
Excluding restructuring charges, income from continuing operations before
extraordinary items would have been $1.8 million, or $0.08 per basic and diluted
share. A small extraordinary charge related to the early extinguishment of debt
was recorded in the March 31, 2001 quarter.

         In the quarter ended March 31, 2000, we reported a loss from continuing
operations before extraordinary items of $8.5 million, or a $0.40 loss per basic
and diluted share. Income from discontinued operations, net of income taxes for
the quarter



                                       22
<PAGE>   23

ended March 31, 2000 was $0.3 million or $0.02 per basic and diluted share and
relates to our Adhesives business which was sold in October 2000

ENERGY PRODUCTS

         Energy Products Segment sales were $76.1 million in the three-month
period ended March 31, 2001, an increase of 4.7% from the comparable period
ended March 31, 2000. The increase in Energy Product Segment sales was
attributable to an increase in selling prices and an increase in shipments of
seamless tubular products, offset by a decline in welded tubular product
shipments.

         Total shipments of energy products for the quarter were 119,400 tons, a
decrease of 17.0% from the comparable prior year period. The decrease was the
result of a decrease in shipments of our welded energy products, which declined
29.8% from the comparable prior year period. The decline in welded energy
product shipments resulted primarily from a focus by distributors on slowing the
growth in inventories of welded carbon grade OCTG products. In addition, the
level of imports negatively impacted our shipments of welded OCTG products.
Shipments of our seamless products, which are substantially alloy grade
products, increased 20.0% from the prior year comparable quarter.

         The average selling price for the quarter ended March 31, 2001 for our
welded and seamless tubular products was $498 and $871 per ton, respectively.
This is an increase of 19.7% for welded products, and a 15.5% increase for
seamless products, from the comparable quarter of a year ago. The improved
pricing is directly related to the improvement in the demand for OCTG products.

         Since 1995, the U.S. government has been imposing duties on imports of
various OCTG products from certain foreign countries in response to antidumping
and countervailing duty cases filed by several U.S. companies. The U.S.
government is currently conducting "sunset reviews" of the duties to determine
whether such orders should be revoked. These reviews are expected to be
completed by July 2001.

         In response to petitions filed with the U.S. government by us and
certain other line pipe producers, import relief was granted to the line pipe
industry effective March 1, 2000. This relief is in the form of tariffs applied
for three years to certain imports of line pipe from countries other than Canada
and Mexico.

         While the above mentioned actions have benefited domestic OCTG and line
pipe producers, we cannot predict the U.S. government's future actions regarding
these duties and tariffs or any other future actions regarding import duties or
other trade restrictions on imports of OCTG and line pipe products.

         The Energy Products segment recorded a gross profit of $10.1 million
and an operating profit of $6.9 million, excluding restructuring charges, in the
quarter ended March 31, 2001. This compares to a gross profit of $0.6 million
and an operating loss of $2.3 million, respectively, in the quarter ended
March 31, 2000. The reduction in losses from the prior year period was the
result of improved pricing for welded and seamless tubular products and an
increase in seamless energy product shipments. In addition, steel




                                       23
<PAGE>   24

scrap costs were significantly lower in the current quarter compared to the
comparable prior year period and our welded tubular products operations
benefited from the use of lower priced steel coils in place of internally
manufactured steel coils.

         Selling, general and administrative expense for the Energy Products
segment in the quarter ended March 31, 2001 increased $0.5 million from the
quarter ended March 31, 2000.

INDUSTRIAL PRODUCTS - SBQ

         The Industrial Products segment sales were $6.0 million for the quarter
ended March 31, 2001, a decrease of 65.9% from the quarter ended March 31, 2000.
SBQ product shipments for the quarter ended March 31, 2001 decreased 67.0% from
the comparable prior year period. The average selling price for SBQ products for
the quarter was $428 per ton, a 3.4% increase over the comparable period of a
year ago. The decline in shipments was due to the general economic slowdown and
its impact on our SBQ customers who produce heavy industrial products.

         The Industrial Products segment recorded a gross loss of $1.4 million
and an operating loss of $2.7 million, excluding restructuring charges, in the
quarter ended March 31, 2001, compared to a gross loss of $1.2 million and an
operating loss of $1.8 million, respectively, in the quarter ended March 31,
2000. As previously noted, we will cease our SBQ operations by the end of June
2001.

INVESTMENT INCOME

         Investment income for the quarter ended March 31, 2001 was $0.8 million
compared to $0.1 million in the comparable prior year period. Recognized losses
on sales of securities included in investment income were $0.5 million in 2001
and $1.1 million in 2000.

INCOME TAXES

         We exhausted our federal income tax refund capability in 1999, and as
such, tax benefits from operating losses normally are offset by valuation
allowances resulting in no net federal tax benefit being recorded for losses.
The net recorded amounts for income taxes in the quarter ended March 31, 2000
represent state and local income taxes.


                         LIQUIDITY AND CAPITAL RESOURCES

         Working capital at March 31, 2001 was $120.0 million compared to $129.1
million at December 31, 2000. The current ratio was 2.7 to 1 at March 31, 2001
compared to 4.0 to 1 at December 31, 2000. At March 31, 2001, we had cash and
investments totaling $ 81.1 million and had no advances against our $50 million
revolving credit facility.

         Major sources of cash from operating activities from continuing
operations for the quarter ended March 31, 2001 included $5.4 million in
depreciation and amortization charges and a $3.1 million decrease in accounts
receivable. Primarily as a result of the




                                       24
<PAGE>   25

decision to purchase hot rolled coils in addition to producing them in the first
quarter 2001, inventories and accounts payable increased by $7.4 million and
$13.6 million, respectively. The majority of the $12.7 million in accrued
restructuring liabilities will be reduced by cash payments over the remainder of
the year 2001.

         We made capital investments in the Energy Products segment totaling
$0.4 million in the quarter ended March 31, 2001. We currently estimate capital
spending for calendar 2001 to be approximately $7.0 million, primarily for
maintenance capital in our Energy Segment.

         Our financing activities for the quarter ended March 31, 2001 included
the purchase of $0.9 million in principal amount of our 13.5% Senior Secured
Notes in an open market transaction. The purchase of the Senior Secured Notes
was accomplished through the use of short-term investments.

         We also announced that our board of directors authorized the repurchase
of up to two million shares of our common stock. Repurchases are authorized to
be made from time to time in open market purchases or through privately
negotiated transactions during the next twelve months when, in the opinion of
management, market conditions warrant. Repurchased shares will be available for
general corporate purposes.

         Excluding restructuring charges, earnings before net interest expense,
taxes, depreciation and amortization (EBITDA) were $8.9 million in the quarter
ended March 31, 2001 compared to $0.2 million in the comparable period ended
March 31, 2000. EBITDA is calculated as income from continuing operations before
extraordinary items plus net interest expense, taxes, depreciation and
amortization. EBITDA provides additional information for determining our ability
to meet debt service requirements. EBITDA does not represent and should not be
considered as an alternative to net income, any other measure of performance as
determined by generally accepted accounting principles, as an indicator of
operating performance, as an alternative to cash flows from operating, investing
or financing activities or as a measure of liquidity.

         We believe that our current available cash and investments, our cash
flow from operations and our borrowing sources will be sufficient to meet
anticipated operating cash requirements, including capital expenditures, for at
least the next twelve months.

                      RECENTLY ISSUED ACCOUNTING STANDARDS

         The Financial Accounting Standards Board has issued FASB Statement
No.133, Accounting for Derivative Instruments and Hedging Activities (as amended
by Statements No.137 and 138). These pronouncements, which will become effective
in 2001, are not expected to have a material effect on our financial position or
results of operations because we do not presently use derivatives or engage in
hedging activities.

                                  OTHER MATTERS

         You should read Note 9 to the notes to condensed consolidated financial
statements for information pertaining to commitments and contingencies.



                                       25
<PAGE>   26

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Our long-term investments and long-term debt, all of which are for
other than trading purposes, are subject to interest rate risk. We utilize
professional investment advisors and consider our net interest rate risk when
selecting the type and maturity of securities to purchase for our portfolio.
Other factors considered include, but are not limited to, the timing of the
expected need for the funds invested and the repricing and credit risks of the
securities.

         As of March 31, 2001, we were not engaged in any activities which would
cause exposure to the risk of material earnings or cash flow loss due to changes
in interest rates, foreign currency exchange rates or market commodity prices.

         We purchase natural gas for our operations and therefore have a limited
market risk in gas prices related to gas purchases in the open market at spot
prices. The prices of such gas purchases and futures positions are subject to
wide fluctuations at times due to unpredictable factors such as weather,
government policies and demand for natural gas and competitive fuels. As a
result, our earnings could be affected by changes in the price and availability
of such gas. As market conditions dictate, we from time to time will lock-in
future gas prices using fixed price contracts. We do not use financial
instruments for trading purposes and are not a party to any leveraged
derivatives.

PART II - OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The annual meeting of shareholders was held on February 15, 2001. In
connection with the meeting, proxies were solicited pursuant to the Securities
Exchange Act of 1934. The following are the voting results on proposals
considered and voted upon at the meeting, all of which were described in the
proxy statement.

         1. All nominees for director were elected. The vote was as follows:


                                                 For          Against
                                              ----------      -------
               Clifford R. Borland            17,687,251      213,065
               Paul C. Borland, Jr.           17,688,251      212,065
               David A.B. Brown               17,728,271      172,045
               Patrick J.B. Donnelly          17,688,251      212,065
               George A. Helland, Jr.         17,726,871      173,445
               Gary L. Kott                   17,728,171      172,145
               Rene J. Robichaud              17,727,071      173,245

         2. The proposal to ratify the Board of Directors' appointment of Arthur
Andersen LLP as the Company's independent public accountants for year ending
December 31, 2001 was approved (For, 17,743,311; Against, 149,515; Abstain,
7,490).



                                       26
<PAGE>   27



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

                  a)       Exhibits - Reference is made to the Index to
                           Exhibits, which is incorporated herein by reference.

                  b)       Reports on Form 8-K

                           Current Report on Form 8-K dated January 18, 2001
                           reporting under Item 9 the dates and times of NS
                           Group, Inc.'s conference call reporting results for
                           the quarter ended December 31, 2000.

                           Current Report on Form 8-K dated January 19, 2001
                           reporting under Item 9 the Company's earnings press
                           release for the quarter ended December 31, 2000.

                           Current Report on Form 8-K dated March 1, 2001
                           reporting under Item 9 the Company's press release
                           announcing that its subsidiaries were initiating
                           discussions with its labor unions in Ohio and
                           Pennsylvania.

                           Current Report on Form 8-K dated March 6, 2001
                           reporting under Item 9 certain information to be
                           presented to various individuals and institutional
                           investors beginning on March 7, 2001.

                           Current Report on Form 8-K dated March 28, 2001
                           reporting under Item 9 the Company's press release
                           regarding a conference call to be held on March 29,
                           2001.

                           Current Report on Form 8-K dated March 29, 2001
                           reporting under Item 2 the Company's decision to exit
                           certain operations and under Item 5 the Company's
                           board of directors approval of a stock repurchase
                           program and the election of two new directors.




                                       27
<PAGE>   28




                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                    NS GROUP, INC.



Date: May 11, 2001                  By: /s/ Rene J. Robichaud
      --------------                    -------------------------------------
                                        Rene J. Robichaud
                                        President and Chief Executive Officer



Date: May 11, 2001                  By: /s/ Thomas J. Depenbrock
      --------------                    -------------------------------------
                                        Thomas J. Depenbrock
                                        Vice President, Treasurer and
                                        Chief Financial Officer



                                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 Registrant's
                  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 November 4,
                  1999, filed as Exhibit 3.2 to Company's Form 10-Q for the
                  fiscal quarter ended January 1, 2000, File No. 1-9838, and
                  incorporated herein by this reference.

   10.1           Change of Control Severance Agreement between the Company and
                  Frank J. LaRosa II, dated March 9, 2001 filed herewith.*

* Indicates management contract or compensatory plan or arrangement in which one
  or more directors or executive officers of the Company participates or is a
  party.



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