<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
                                            ----------------

                                       OR

   X         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
-------      OF THE SECURITIES EXCHANGE ACT OF 1934

       FOR THE TRANSITION PERIOD FROM OCTOBER 1, 2000 TO DECEMBER 31, 2000

                          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 February 5, 2001, there were 20,951,188 shares outstanding of the Company's
common stock.


<PAGE>   2

                                 NS GROUP, INC.

                                      INDEX
<TABLE>
<CAPTION>

                                                                                        Page No.
                                                                                        --------
<S>                                                                                    <C>
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.......................................... 18

Item 3.  Quantitative and Qualitative Disclosures About
           Market Risk.................................................................. 25


PART II  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K..............................................  26
</TABLE>




                                       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)

                                                           THREE MONTHS ENDED
                                                       DECEMBER 31,   JANUARY 1,
                                                           2000         2000
                                                       ------------   ----------
  Net sales                                              $ 73,357      $ 76,076

  Cost and expenses
     Cost of products sold                                 73,113        82,945
     Selling and administrative expenses                    5,204         4,733
                                                         --------      --------
  Operating income (loss)                                  (4,960)      (11,602)
  Other income (expense)
     Investment income                                      1,169         1,367
     Interest expense                                      (2,804)       (3,127)
     Other, net                                                56           172
                                                         --------      --------
  Income (loss) from continuing operations before
        income taxes and extraordinary items               (6,539)      (13,190)
  Provision (benefit) for income taxes                     (2,474)          (91)
                                                         --------      --------
  Income (loss) from continuing operations before
        extraordinary items                                (4,065)      (13,099)
  Gain on sale of subsidiary, net of income taxes          10,858             -

  Income from discontinued operations,
        net of income taxes                                    97           165
                                                         --------      --------
  Income (loss) before extraordinary items                  6,890       (12,934)
  Extraordinary items, net of income taxes                    900             -
                                                         --------      --------
  Net income (loss)                                      $  7,790      $(12,934)
                                                         ========      ========
  Per common share (basic)
     Income (loss) from continuing operations            $   (.19)     $   (.61)
     Income from discontinued operations,
        net of income taxes                                   .52           .01
     Extraordinary items, net of income taxes                 .04             -
                                                         --------      --------
     Net income (loss)                                   $    .37      $   (.60)
                                                         ========      ========
  Per common share (diluted)
     Income (loss) from continuing operations            $   (.19)     $   (.61)
     Income from discontinued operations,
        net of income taxes                                   .51           .01
     Extraordinary items, net of income taxes                 .04             -
                                                         --------      --------
     Net income (loss)                                   $    .36      $   (.60)
                                                         ========      ========
  Weighted average shares outstanding
     Basic                                                 21,243        21,470
     Diluted                                               21,620        21,470


----------------------
See notes to financial statements.



                                       3
<PAGE>   4

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

<TABLE>
<CAPTION>

                                                      DECEMBER 31,  SEPTEMBER 30,
                                                         2000           2000
                                                      ------------  -------------
<S>                                                    <C>            <C>
ASSETS
Current assets
     Cash                                              $   1,451      $     960
     Short-term investments                               43,700         29,945
     Accounts receivable, net                             45,354         58,077
     Inventories                                          60,468         70,850
     Other current assets                                 20,591         23,330
                                                       ---------      ---------
        Total current assets                             171,564        183,162

Property, plant and equipment, net                       121,052        125,973
Long-term investments                                     20,401         22,010
Other assets                                               5,909          6,093
Net assets of discontinued operations                          -          8,099
                                                       ---------      ---------

        Total assets                                   $ 318,926      $ 345,337
                                                       =========      =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
     Accounts payable                                  $  12,516      $  34,608
     Accrued liabilities                                  34,804         31,882
     Current portion of long-term debt                       110            110
                                                       ---------      ---------
         Total current liabilities                        47,430         66,600

Long-term debt                                            68,207         72,915
Deferred taxes                                             6,811          6,977
                                                       ---------      ---------
         Total liabilities                               122,448        146,492
                                                       ---------      ---------
Shareholders' Equity
     Common stock, no par value                          282,750        282,707
     Treasury stock                                      (33,035)       (23,644)
     Common stock options and warrants                       497            466
     Accumulated other comprehensive loss                 (6,258)        (5,418)
     Accumulated deficit                                 (47,476)       (55,266)
                                                       ---------      ---------
        Total shareholders' equity                       196,478        198,845
                                                       ---------      ---------

        Total liabilities and shareholders' equity     $ 318,926      $ 345,337
                                                       =========      =========
</TABLE>

--------------
See notes to financial statements.




                                       4
<PAGE>   5

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

<TABLE>
<CAPTION>

                                                                  THREE MONTHS ENDED
                                                               DECEMBER 31,   JANUARY 1,
                                                                   2000          2000
                                                               ------------   ----------
<S>                                                              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                           $  7,790      $(12,934)
     Less: income from discontinued operations,
        net of income taxes                                            97           165
                                                                 --------      --------
     Income (loss) from continuing operations                       7,693       (13,099)
     Adjustments to reconcile net income (loss)
        to net cash flows from operating activities:
          Depreciation and amortization                             5,535         5,689
          Amortization of debt discount and finance costs             525           303
          Gain on sale of subsidiary                              (13,284)            -
          Other, net                                                   (6)          280
          Changes in operating assets and liabilities
             Accounts receivable, net                              12,925          (522)
             Inventories                                           10,382        (7,481)
             Other current assets                                     691           549
             Accounts payable                                     (22,118)        8,983
             Accrued liabilities                                      883        (1,134)
                                                                 --------      --------
                    Net cash flows from operating activities        3,226        (6,432)
                                                                 --------      --------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of property, plant and equipment                      (586)       (2,967)
     Proceeds from sale of subsidiary                              26,532            95
     Net sales of long-term investments                               753            75
     (Increase) decrease in other assets                                7           (48)
                                                                 --------      --------
                    Net cash flows from investing activities       26,706        (2,845)
                                                                 --------      --------

CASH FLOWS FROM FINANCING ACTIVITIES
     Repayments of long-term debt                                  (5,049)          (48)
     Proceeds from issuance of common stock                            43           307
     Purchases of treasury stock                                   (9,391)            -
                                                                 --------      --------
                    Net cash flows from financing activities      (14,397)          259
                                                                 --------      --------

Net cash used by discontinued operations                           (1,289)       (1,116)
                                                                 --------      --------
Net increase (decrease) in cash and short-term
      investments                                                  14,246       (10,134)
Cash and short-term investments at beginning of period             30,905        31,105
                                                                 --------      --------

Cash and short-term investments at end of period                 $ 45,151      $ 20,971
                                                                 ========      ========

Cash paid (received) for:
           Interest                                              $      4      $     26
           Income taxes                                          $   (634)     $     33
</TABLE>


---------------
See 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.

         Pursuant to Accounting Principles Board Opinion No. 30, the
consolidated financial statements of NS Group, Inc. have been restated to
reflect the disposition of Imperial Adhesives, Inc. (Imperial) which was sold on
October 12, 2000. Accordingly, the revenues, cost and expenses, assets and
liabilities, and cash flows of Imperial have been excluded from the respective
captions in the Condensed Consolidated Statements of Operations, Condensed
Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows,
and have been reported as "Income from discontinued operations"; as "Net assets
of discontinued operations"; and as "Net cash used by discontinued operations."
See Note 2 for additional information.

         The accompanying information reflects, in the opinion of management,
all adjustments (which consist of only normal recurring adjustments) necessary
to present fairly the results for the interim periods. 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. Reference
should be made to NS Group, Inc.'s Form 10-K for the fiscal year ended September
30, 2000 for additional footnote disclosure, including a summary of significant
accounting policies.

         NEW ACCOUNTING PRONOUNCEMENTS

         In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements," as amended by SAB No. 101A and 101B, which is effective no later
than the quarter ending December 31, 2000. SAB No. 101 clarifies the SEC's views
regarding the recognition of revenue. The Company has adopted SAB No. 101, as
amended, in the quarter ended December 31, 2000. The application of SAB No. 101
did not affect the Company's financial position or results of operations.




                                       6
<PAGE>   7

         Also in the quarter, the Company adopted EITF 00-10, "Accounting for
Shipping and Handling Fees and Costs". 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. Prospectively, the Company will report 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 as
of December 31, 2000 and, prospectively, prior period amounts will be
reclassified to conform with the new presentation.

         EARNINGS PER SHARE

         Basic earnings per share is 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. The Company purchased 1.1 million
of its shares in open market transactions during October and November 2000.

         Securities that could potentially result in dilution of basic EPS
through the issuance of 2.4 million shares of the Company's common stock were
not included in the computation of diluted EPS for the three-month period ended
January 1, 2000, because they were antidilutive.

         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 December 31. The results for the period from
October 1, 2000 through December 31, 2000 are being reported on this Form 10-Q
as a transition period per Securities and Exchange Commission regulations. The
Company's next full fiscal year will be for the calendar year ended December 31,
2001. The quarter ended January 1, 2000 is for a period of fourteen weeks
(September 26, 1999 to January 1, 2000) as compared to three calendar months
(October 1, 2000 through December 31, 2000) for the quarter ended December 31,
2000.

NOTE 2:   DISCONTINUED OPERATIONS

         On October 12, 2000, the Company completed the sale of its wholly-owned
subsidiary, Imperial Adhesives, Inc., for $26.5 million in cash. The pre-tax
gain on the sale was $13.3 million and increased net income by $10.9 million or
$.52 and $.51 per basic and diluted share, respectively. 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 has included
this amount in accrued liabilities in the accompanying Condensed Consolidated
Balance Sheets at December 31, 2000.



                                       7
<PAGE>   8

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.

         Income from discontinued operations represents the results of the sold
operations for the period October 1 through the date of the sale.

NOTE 3:  EXTRAORDINARY ITEMS

         In two separate incidents occurring in fiscal 1993 and 1992,
radioactive substances were accidentally melted at the Company's welded tubular
facilities, resulting in the contamination of a quantity of electric arc furnace
dust. Estimated costs to dispose of the dust and other remediation costs were
previously expensed and classified as extraordinary charges in the Company's
statement of operations. The dust has been disposed at an EPA-approved facility.
During the quarter ended December 31, 2000, the Company received final
regulatory notice of clean closure related to this incident and no further costs
are expected to be incurred. Therefore, the Company removed the accrual for
these costs in the quarter and recorded an extraordinary credit of $1.2 million,
net of income taxes of $0.3 million, or $.06 per basic and diluted share.

         In October 2000, the Company purchased $5.0 million 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 $0.3 million, net of $0.1 million of applicable
income tax benefit, or $.02 per basic and diluted share, for the premium
incurred and write-off of associated original discount and deferred finance
charges.

NOTE 4:   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 ($000's):

                                                          THREE MONTHS ENDED
                                                      --------------------------
                                                      DECEMBER 31,    JANUARY 1,
                                                          2000          2000
                                                      ------------   ----------
             Net income (loss)                        $   7,790      $(12,934)
             Unrealized (losses) on
                available for sale securities              (840)         (794)
                                                      ---------      --------

             Comprehensive income (loss)              $   6,950      $(13,728)
                                                      =========      =========




                                       8
<PAGE>   9

NOTE 5:   BUSINESS SEGMENT INFORMATION

         The Company 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.
The Company's Industrial Products Segment consists of special bar quality (SBQ)
products used primarily in the manufacture of heavy industrial equipment.

The following table sets forth selected segment financial information for the
three months ended December 31, 2000 and January 1, 2000 ($000's):

<TABLE>
<CAPTION>

                                                 ENERGY         INDUSTRIAL
                                                 PRODUCTS        PRODUCTS         CORPORATE        TOTAL
                                                 --------        --------         ---------        -----
<S>                                           <C>             <C>                 <C>            <C>
  DECEMBER 31, 2000
  -----------------
  Net sales                                   $  67,503       $    5,854          $      -       $   73,357
  Operating income (loss)                          (341)          (3,001)           (1,618)          (4,960)
  Assets                                        216,783           26,636            75,673          319,092
  Depreciation and amortization                   4,497              847               191            5,535
  Capital expenditures                              586                -                 -              586

  JANUARY 1, 2000
  ---------------
  Net sales                                   $  61,574       $   14,502          $      -       $   76,076
  Operating income (loss)                        (8,753)          (1,730)           (1,119)         (11,602)
  Assets                                        208,458           39,426            97,453          345,337
  Depreciation and amortization                   4,622            1,067                 -            5,689
  Capital expenditures                            2,500              467                 -            2,967
</TABLE>

NOTE 6:  INVENTORIES

          Inventories consist of the following ($000's):

<TABLE>
<CAPTION>

                                                            DECEMBER 31,      SEPTEMBER 30,
                                                                2000               2000
                                                            ------------      -------------
<S>                                                         <C>                 <C>
         Raw materials                                      $     6,930         $   10,133
         Semi-finished and finished goods                        53,538             60,717
                                                            -----------         ----------

                                                            $    60,468         $   70,850
                                                            ===========         ==========
</TABLE>




                                       9
<PAGE>   10


NOTE 7:  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 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. Dust produced by its electric arc furnace
operations 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 $2.1 million.
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.




                                       10
<PAGE>   11


         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 8:   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
2 - 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.




                                       11
<PAGE>   12


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

<TABLE>
<CAPTION>

                                                 Guarantor
(In thousands)                      Parent       Subsidiaries    Eliminations  Consolidated
                                    ------       ------------    ------------  ------------

<S>                                <C>            <C>            <C>            <C>
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
Investments in subsidiaries          (16,252)             -         16,252              -
Intercompany, net                    230,007              -       (230,007)             -
Other assets                           2,729          3,180              -          5,909
                                   ---------      ---------      ---------      ---------
     Total assets                  $ 284,755      $ 247,926      $(213,755)     $ 318,926
                                   =========      =========      =========      =========

Accounts payable                   $     196      $  12,320      $       -      $  12,516
Accrued liabilities and other         13,574         21,230              -         34,804
Current portion of long-term
   debt                                    -            110              -            110
                                   ---------      ---------      ---------      ---------
     Total current liabilities        13,770         33,660              -         47,430


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>





                                       12
<PAGE>   13

                                 NS Group, Inc.
                 Unaudited Condensed Consolidating Balance Sheet
                              September 30, 2000

<TABLE>
<CAPTION>

                                                  Guarantor
(In thousands)                      Parent       Subsidiaries   Eliminations    Consolidated
                                    ------       ------------   ------------    ------------
<S>                                <C>            <C>            <C>            <C>
Cash and investments               $  28,485      $   2,420      $       -      $  30,905
Accounts receivable                      660         57,417              -         58,077
Inventories                                -         70,850              -         70,850
Other current assets                   6,279         17,051              -         23,330
                                   ---------      ---------      ---------      ---------
     Total current assets             35,424        147,738              -        183,162


Property, plant and
   equipment                               -        330,178              -        330,178
Accumulated depreciation                   -       (204,205)             -       (204,205)
Long-term investments                 21,360            650              -         22,010
Investments in subsidiaries           (2,315)             -          2,315              -
Intercompany, net                    229,638              -       (229,638)             -
Other assets                           2,920          3,173              -          6,093
Net assets of discontinued
   operations                              -          8,099              -          8,099
                                   ---------      ---------      ---------      ---------
     Total assets                  $ 287,027      $ 285,633      $(227,323)     $ 345,337
                                   =========      =========      =========      =========

Accounts payable                   $       -      $  34,608      $       -      $  34,608
Accrued liabilities and other          8,686         23,196              -         31,882
Current portion of long-term
   debt                                    -            110              -            110
                                   ---------      ---------      ---------      ---------
     Total current liabilities         8,686         57,914              -         66,600

Long-term debt                        72,355            560              -         72,915
Intercompany, net                          -        229,638       (229,638)             -
Deferred taxes                         7,141           (164)             -          6,977
                                   ---------      ---------      ---------      ---------
Shareholders' equity                 198,845         (2,315)         2,315        198,845
                                   ---------      ---------      ---------      ---------
     Total liabilities
     and shareholders' equity      $ 287,027      $ 285,633      $(227,323)     $ 345,337
                                   =========      =========      =========      =========
</TABLE>



                                       13
<PAGE>   14

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

<TABLE>
<CAPTION>

                                                        Guarantor
(In thousands)                           Parent        Subsidiaries     Eliminations    Consolidated
                                         ------        ------------     ------------    ------------
<S>                                     <C>             <C>            <C>              <C>
Net sales                                 $      -        $ 73,357        $      -       $ 73,357

Cost of products sold                            -          73,113               -         73,113
Selling and administrative
     expenses                                  310           4,894               -          5,204
                                          --------        --------        --------       --------
Operating income (loss)                       (310)         (4,650)              -         (4,960)

Equity in earnings of subsidiaries          (5,666)              -           5,666              -
Investment income                            1,149              20               -          1,169
Interest expense                            (2,800)             (4)              -         (2,804)
Intercompany interest, net                   5,367          (5,367)              -              -
Other income, net                                -              56               -             56
                                          --------        --------        --------       --------
Income (loss) from continuing
    operations before income taxes
    and extraordinary items                 (2,260)         (9,945)          5,666         (6,539)
Provision (benefit) for income
    taxes                                      483          (2,957)              -         (2,474)
                                          --------        --------        --------       --------
Income (loss) from continuing
    operations before extraordinary
    items                                    2,743          (6,988)          5,666         (4,065)
Income from discontinued
     operations, net of taxes               10,858              97               -         10,955
                                          --------        --------        --------       --------
Income before extraordinary
    items                                    8,115          (6,891)          5,666          6,890

Extraordinary items, net of taxes             (325)          1,225               -            900
                                          --------        --------        --------       --------

Net income (loss)                         $  7,790        $ (5,666)       $  5,666       $  7,790
                                          ========        ========        ========       ========
</TABLE>




                                       14
<PAGE>   15


                                 NS Group, Inc.
            Unaudited Condensed Consolidating Statement of Operations
                   For the Three Months Ended January 1, 2000

<TABLE>
<CAPTION>

                                                    Guarantor
(In thousands)                       Parent        Subsidiaries    Eliminations   Consolidated
                                     ------        ------------    ------------   ------------
<S>                                 <C>           <C>             <C>            <C>
Net sales                            $      -        $ 76,076        $      -       $ 76,076

Cost of products sold                       -          82,945               -         82,945
Selling and administrative
     expenses                               -           4,733               -          4,733
                                     --------        --------        --------       --------
Operating income (loss)                     -         (11,602)              -        (11,602)
Equity in earnings of
     subsidiaries                     (10,177)              -          10,177              -
Investment income                       1,338              29               -          1,367
Interest expense                       (3,121)             (6)              -         (3,127)
Intercompany interest, net              4,457          (4,457)              -              -
Other income, net                          48             124               -            172
                                     --------        --------        --------       --------
Income (loss) from continuing
    operations before income           (7,455)        (15,912)         10,177        (13,190)
    taxes
Provision (benefit) for income
    taxes                               5,479          (5,570)              -            (91)
                                     --------        --------        --------       --------
Income (loss) from continuing
    operations                        (12,934)        (10,342)         10,177        (13,099)
Income from discontinued
     operations                             -             165               -            165
                                     --------        --------        --------       --------
Net income (loss)                    $(12,934)       $(10,177)       $ 10,177       $(12,934)
                                     ========        ========        ========       ========
</TABLE>




                                       15
<PAGE>   16


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

<TABLE>
<CAPTION>

                                                              Guarantor
(In thousands)                                  Parent       Subsidiaries   Eliminations      Consolidated
                                                ------       ------------   ------------      ------------

<S>                                            <C>             <C>             <C>             <C>
Net Cash from Operating Activities             $  2,403        $    823        $      -        $  3,226
                                               --------        --------        --------        --------
Cash Flows from Investing Activities:
     Purchases of property,
          plant and equipment                         -            (586)              -            (586)
     Proceeds from sale of subsidiary            26,532               -               -          26,532
     Net long-term investment activity              753               -               -             753
     Change in other assets                           7               -               -               7
                                               --------        --------        --------        --------
     Net cash from investing activities          27,292            (586)              -          26,706
                                               --------        --------        --------        --------
Cash Flows from Financing Activities:
     Repayments of long-term debt                (5,000)            (49)              -          (5,049)
     Proceeds from issuance of common
          stock                                      43               -               -              43
     Purchases of treasury stock                 (9,391)              -               -          (9,391)
                                               --------        --------        --------        --------
     Net cash from financing activities         (14,348)            (49)              -         (14,397)
                                               --------        --------        --------        --------

Net cash used by discontinued operations              -          (1,289)              -          (1,289)
Net increase (decrease) in cash and
     short-term investments                      15,347          (1,101)              -          14,246
Cash and short-term investments -
     beginning of period                         28,485           2,420               -          30,905
                                               --------        --------        --------        --------
Cash and short-term investments -
     end of period                             $ 43,832        $  1,319        $      -        $ 45,151
                                               ========        ========        ========        ========
Cash paid (received) during the period:
     Interest                                  $      -        $      4                        $      4
     Income taxes                              $   (634)       $      -                        $   (634)
</TABLE>




                                       16
<PAGE>   17


                                 NS Group, Inc.
            Unaudited Condensed Consolidating Statement of Cash Flows
                   For the Three Months Ended January 1, 2000

<TABLE>
<CAPTION>

                                                                      Guarantor
(In thousands)                                         Parent       Subsidiaries       Eliminations      Consolidated
                                                       ------       ------------       ------------      ------------

<S>                                                 <C>             <C>                <C>               <C>
Net Cash from Operating Activities                  $(10,539)       $    4,107         $         -       $    (6,432)
                                                    --------        ----------         -----------       -----------

Cash Flows from Investing Activities:
     Purchases of property,
          plant and equipment                              -            (2,967)                  -            (2,967)
     Proceeds from sales of equipment                      -                95                   -                95
     Net long-term investment activity                    75                                                      75
     Change in other assets                              (48)                -                   -               (48)
                                                    --------        ----------         -----------       -----------
     Net cash from investing activities                   27            (2,872)                  -            (2,845)
                                                    --------        ----------         -----------       -----------

Cash Flows from Financing Activities:
     Repayments of long-term debt                          -               (48)                  -               (48)
     Proceeds from issuance of common
          stock                                          307                 -                   -               307
                                                    --------        ----------         -----------       -----------
     Net cash from financing activities                  307               (48)                  -               259
                                                    --------        ----------         -----------       -----------

Net cash used by discontinued operations                   -            (1,116)                  -            (1,116)
                                                    --------        ----------         -----------       -----------
Net increase (decrease) in cash and
     short-term investments                          (10,205)               71                   -           (10,134)
Cash and short-term investments -
     beginning of period                              28,816             2,289                   -            31,105
                                                    --------        ----------         -----------       -----------
Cash and short-term investments -
     end of period                                  $ 18,611        $    2,360         $         -       $    20,971
                                                    ========        ==========         ===========       ===========

Cash paid (received) during the year for:
     Interest                                       $      -        $       26                           $       26
     Income taxes                                   $      -        $       33                           $       33

</TABLE>





                                       17
<PAGE>   18

                                 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:

        -   oil and gas price volatility;
        -   the level and cyclicality of domestic and worldwide oil and
            natural gas drilling;
        -   fluctuations in industry-wide inventory levels;
        -   domestic and foreign competitive pressures;
        -   the level of imports and the presence or absence of
            governmentally imposed trade restrictions;
        -   manufacturing efficiencies;
        -   steel scrap price volatility;
        -   costs of compliance with environmental regulations;
        -   asserted and unasserted claims;
        -   general economic conditions;
        -   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 ending on December 31. We have included
information for the transition period from October 1, 2000 through December 31,
2000 in this Form 10-Q pursuant to rule 13a-10 of the Securities Exchange Act of
1934. References in this Form 10-Q to the quarter ended December 31, 2000
represent the three months ending December 31, 2000.




                                       18
<PAGE>   19


References in this Form 10-Q to the quarter ended January 1, 2000 represent
the period from September 26, 1999 through January 1, 2000. We believe that the
quarter ended January 1, 2000 provides a meaningful comparison to the quarter
ended December 31, 2000.

                              RESULTS OF OPERATIONS

DISCONTINUED OPERATIONS

         On September 12, 2000, we announced that our Board of Directors
approved a plan to sell the stock of our wholly-owned subsidiary, Imperial
Adhesives, Inc. The sale was completed on October 12, 2000. 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 Notes 1 and 2 to the financial
statements. Accordingly, the discussion and analysis that follow focus on the
continuing operations of our remaining segments.

GENERAL OVERVIEW

         We 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.
Further, we produce a limited amount of other tubular products and hot rolled
coils. Our energy products are sold primarily to distributors who supply
end-users in the energy industry.

         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 rose steadily during 2000 as increasing oil
and natural gas prices 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 1,076 in the quarter ended
December 31, 2000, compared to 774 for the comparable prior year period.
However, in spite of the increase in rig count, our December 31, 2000 quarter
shipments declined significantly from the comparable quarter of a year ago as a
result of an increase in imports and higher inventory levels of carbon grade
OCTG products in the marketplace. Specifically affected were our welded OCTG
shipments. We anticipate improving market conditions for these products in 2001
and we expect improved operating results from our Energy Products Segment
beginning in the March 2001 quarter.




                                       19
<PAGE>   20

         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 December 31, 2000
quarter declined 60.9% from the prior year comparable quarter due to decreased
demand and high service center inventories. We expect the SBQ segment of our
business will continue to incur quarterly operating losses in 2001. We continue
to focus on further cost reductions in our SBQ operations.

         You should read Note 5 to the unaudited condensed consolidated
financial statements included in this report for selected financial information
by business segment.

         The Company's net sales, gross profit (loss), operating income (loss)
and tons shipped by business segment for the three months ended December 31,
2000 and January 1, 2000 are summarized in the following table ($000's):

<TABLE>
<CAPTION>

                                                                    THREE MONTHS ENDED
                                                           DECEMBER 31,           JANUARY 1,
                                                              2000                   2000
                                                           ------------           ----------
<S>                                                         <C>                   <C>
  NET SALES
       Energy Products                                      $  67,503             $  61,574
       Industrial Products - SBQ                                5,854                14,502
                                                            ---------             ---------
                                                            $  73,357             $  76,076
                                                            =========             =========

  GROSS PROFIT (LOSS)
       Energy Products                                      $   2,522             $  (5,828)
       Industrial Products - SBQ                               (2,278)               (1,041)
                                                            ---------             ---------
                                                            $     244             $  (6,869)
                                                            =========             =========

  OPERATING INCOME (LOSS)
       Energy Products                                      $    (341)            $  (8,753)
       Industrial Products - SBQ                               (3,001)               (1,730)
                                                            ---------             ---------
                                                               (3,342)              (10,483)
       Corporate allocations                                   (1,618)               (1,119)
                                                            ---------             ---------

                                                            $  (4,960)            $ (11,602)
                                                            ==========            =========
  TONS SHIPPED
       Energy Products
            Welded products                                    59,000               100,300
            Seamless products                                  42,300                32,400
            Other                                                 400                   400
                                                            ---------             ---------
                                                              101,700               133,100
       Industrial Products - SBQ                               14,200                36,300
                                                            ---------             ---------
                                                              115,900               169,400
                                                            ==========            =========
</TABLE>




                                       20
<PAGE>   21



         Net sales in the quarter ended December 31, 2000 were $73.4 million, a
decrease of 3.6% from the first quarter of fiscal 2000. We reported a loss
from continuing operations before extraordinary items of $4.1 million, or $0.19
loss per basic and diluted share, in the three months ended December 31, 2000.
In the quarter ended January 1, 2000, we reported a loss from continuing
operations before extraordinary items of $13.1 million, or a $0.61 loss per
basic and diluted share. Income from discontinued operations, net of income
taxes for the quarter ended December 31, 2000 was $11.0 million or $0.52 and
$0.51 per basic and diluted share and primarily consisted of the gain on the
sale of our Adhesives business in October 2000. Extraordinary items recognized
in the quarter increased net income by $0.9 million, net of income taxes, or
$0.04 per basic and diluted share. The extraordinary items consisted of an
extraordinary credit of $1.2 million related to a reversal of environmental
liability accruals which was partially offset by a $0.3 million extraordinary
charge resulting from the early retirement of debt.

ENERGY PRODUCTS

         Energy Products Segment sales were $67.5 million in the three month
period ended December 31, 2000, an increase of 9.6% from the comparable period
ended January 1, 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 101,700 tons, a
decrease of 23.6% from the comparable prior year period. The decrease was the
result of a decrease in shipments of our welded energy products, which declined
41.2% 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 30.6% from the prior year comparable quarter.

         The average selling price during the quarter ended December 31, 2000
for our welded and seamless tubular products was $497 and $891 per ton,
respectively. This is an increase of 30.1% for welded products, and a 25.5%
increase for seamless products, from the comparable quarter of a year ago. The
improved pricing is directly related to the improvement in the rig count.




                                       21
<PAGE>   22

         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 $2.5 million and
an operating loss of $0.3 million in the quarter ended December 31, 2000
compared to a gross loss and operating loss of $5.8 million and $8.8 million,
respectively, in the quarter ended January 1, 2000. The reduction in losses from
the prior year period was primarily the result of improved pricing for welded
and seamless tubular products and an increase in seamless energy product
shipments.

         Selling, general and administrative expense for the Energy Products
segment in the quarter ended December 31, 2000 increased $0.4 million from the
quarter ended January 1, 2000.

INDUSTRIAL PRODUCTS - SBQ

         The Industrial Products segment sales were $5.9 million for the quarter
ended December 31, 2000, a decrease of 59.6% from the quarter ended January 1,
2000. SBQ product shipments for the quarter ended December 31, 2000 decreased
60.9% from the comparable prior year period. The average selling price for SBQ
products for the quarter was $412 per ton, a 3.0% increase over the comparable
period of a year ago.

         The Industrial Products segment recorded a gross loss of $2.3 million
and an operating loss of $3.0 million in the quarter ended December 31, 2000
compared to a gross loss of $1.0 million and an operating loss of $1.7 million,
respectively, in the quarter ended January 1, 2000. The increase in the gross
loss and the operating loss was the result of the significant decline in
shipments resulting from a decrease in demand and high service center inventory
levels.

INVESTMENT INCOME

         Investment income for the quarter ended December 31, 2000 was $1.2
million, a $0.2 million decrease from the comparable prior year period due to
lower average invested cash and investment balances and realized losses on
available-for-sale securities.




                                       22
<PAGE>   23

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. As
a result of the gain on the sale of the subsidiary being recognized in the
quarter, accounting pronouncements require that income tax expense or benefit be
allocated among continuing operations, discontinued operations, and
extraordinary items. The net effect of the allocation was to provide a provision
for taxes on the income from discontinued operations which was offset by an
income tax benefit being recorded for the losses from continuing operations. The
net recorded amounts for income taxes in the quarter ended January 1, 2000
represent state and local income taxes.

                         LIQUIDITY AND CAPITAL RESOURCES

         Working capital at December 31, 2000 was $124.3 million compared to
$97.6 million at September 30, 2000. The current ratio was 3.6 to 1 at December
31, 2000 compared to 2.7 to 1 at September 30, 2000. At December 31, 2000, we
had cash and investments totaling $65.9 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 December 31, 2000 included $5.5 million in
depreciation and amortization charges; a $12.9 million and $10.4 million
decrease in accounts receivable and inventory, respectively, resulting from the
decline in business activity. Accounts payable decreased $22.1 million primarily
as a result of the decline in business activity.

         We made capital investments totaling $0.6 million in the quarter ended
December 31, 2000, primarily in the Energy Products segment. We currently
estimate capital spending for calendar 2001 to be approximately $10.0 million
for maintenance capital in our Energy Segment.

         Our financing activities for the quarter ended December 31, 2000
included the use of $9.4 million to purchase 1.1 million of our common shares in
open market transactions. In addition, in October 2000, we purchased $5.0
million principal amount of our 13.5% Senior Secured Notes in an open market
transaction. The purchase of the common stock and Senior Secured Notes was
accomplished through the use of short-term investments.

         Earnings before net interest expense, taxes, depreciation and
amortization (EBITDA) were $0.6 million in the quarter ended December 31, 2000
compared to a negative $5.3 million in the comparable period ended January 1,
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.




                                       23
<PAGE>   24

         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 SEC recently issued Staff Accounting Bulletin No.101, Revenue
Recognition in Financial Statements, which provides guidance on the recognition,
presentation, and disclosure of revenue in financial statements. We have adopted
this bulletin beginning October 1, 2000. This regulation did not have any effect
on our reported revenues.

         We also have adopted EITF 00-10, "Accounting for Shipping and Handling
Fees and Costs" for periods subsequent to September 30, 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 our subsidiaries has reported shipping charges billed to customers as
revenue, net of the actual costs incurred. Upon adoption, we now report the
actual costs incurred to ship our products as a component of cost of sales and
prior period amounts have been reclassified to conform with the new
presentations. This change will have no effect on our gross profit margins.

         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 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.




                                       24
<PAGE>   25

                                  OTHER MATTERS

         You should read Note 7 to the notes to condensed consolidated financial
statements for information pertaining to commitments and contingencies.

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 December 31, 2000, 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.




                                       25
<PAGE>   26


PART II - OTHER INFORMATION



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 October 27, 2000 reporting
                  under Item 2 the sale of Imperial Adhesives, Inc. on October
                  12, 2000.

                  Current Report on Form 8-K dated October 31, 2000 reporting
                  under Item 2 the sale of Imperial Adhesives, Inc. on October
                  12, 2000.

                  Current Report on Form 8-K dated November 6, 2000 reporting
                  under Item 9 the dates and times of NS Group, Inc.'s fourth
                  quarter conference call.

                  Current Report on Form 8-K dated November 8, 2000 reporting
                  under Item 9 the Company's earnings press release for the
                  fourth quarter and fiscal year ended September 30, 2000.

                  Current Report on Form 8-K dated December 1, 2000 reporting
                  under Item 8 the Company's decision to change its fiscal year
                  end from the last Saturday in September to December 31.



                                       26
<PAGE>   27

                                   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:       February 8, 2001                    By:  /s/ Rene J. Robichaud
       ----------------------------                  ---------------------
                                                Rene J. Robichaud
                                                President and Chief Executive
                                                Officer

Date:       February 8, 2001                    By:  /s/ Thomas J. Depenbrock
       -----------------------------                 ------------------------
                                                Thomas J. Depenbrock
                                                Vice President, Treasurer and
                                                Chief Financial Officer




                                       27
<PAGE>   28

                                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.

           27              Financial Data Schedule




                                       28