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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2005
 COMMISSION FILE NUMBER 1-9838
 NS GROUP, INC .
  Kentucky
    
    61-0985936(State of incorporation)
    
    (I.R.S. Employer Identification No.)
 530 West Ninth Street, Newport, Kentucky 41071
 (859) 292-6809
 þ o
 þ o
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##### Table of Contents



NS GROUP, INC.
  
 Page No.PART I
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsCondensed Consolidated Statements of Operations
    
    3Condensed Consolidated Balance Sheets
    
    4Condensed Consolidated Statements of Cash Flows
    
    5Notes to Condensed Consolidated Financial Statements
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    14Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    25Item 4.
    
    Controls and Procedures
    
    25PART II
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    26Item 6.
    
    Exhibits
    
    26Exhibit 12.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
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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
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net sales
    
    $
    139,863
    
    
    $
    122,120
    
    
    $
    446,710
    
    
    $
    316,070Cost of products sold
    
    
    99,878
    
    
    
    92,414
    
    
    
    332,466
    
    
    
    249,023Gross profit
    
    
    39,985
    
    
    
    29,706
    
    
    
    114,244
    
    
    
    67,047Selling, general and administrative expenses
    
    
    4,730
    
    
    
    4,176
    
    
    
    16,366
    
    
    
    12,520Restructuring charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,897Operating income
    
    
    35,255
    
    
    
    25,530
    
    
    
    97,878
    
    
    
    52,630Investment income
    
    
    892
    
    
    
    37
    
    
    
    1,538
    
    
    
    92Interest expense
    
    
    (142
    )
    
    
    (197
    )
    
    
    (477
    )
    
    
    (868
    )Other, net
    
    
    175
    
    
    
    212
    
    
    
    246
    
    
    
    194Income before income taxes
    
    
    36,180
    
    
    
    25,582
    
    
    
    99,185
    
    
    
    52,048Provision for income taxes
    
    
    5,424
    
    
    
    870
    
    
    
    11,875
    
    
    
    1,691Net income
    
    $
    30,756
    
    
    $
    24,712
    
    
    $
    87,310
    
    
    $
    50,357Earnings per common share:Basic
    
    $
    1.37
    
    
    $
    1.17
    
    
    $
    3.92
    
    
    $
    2.40Diluted
    
    $
    1.35
    
    
    $
    1.14
    
    
    $
    3.86
    
    
    $
    2.35Weighted average shares outstanding:Basic
    
    
    22,434
    
    
    
    21,160
    
    
    
    22,252
    
    
    
    21,004Diluted
    
    
    22,707
    
    
    
    21,740
    
    
    
    22,614
    
    
    
    21,469
  3




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NS GROUP, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands)
 September 30,
    
    
    December 31,2005
    
    
    2004(Unaudited)ASSETSCurrent assets:Cash and equivalents
    
    $
    114,936
    
    
    $
    30,944Short-term investments
    
    
    5,987
    
    
    
    Accounts receivable, less allowances
of $1,812 and $1,492, respectively
    
    
    64,955
    
    
    
    54,134Inventories
    
    
    119,549
    
    
    
    119,817Operating supplies and prepaid expenses
    
    
    10,791
    
    
    
    9,498Deferred income taxes
    
    
    9,183
    
    
    
    1,625Other current assets
    
    
    
    
    
    
    2,379Total current assets
    
    
    325,401
    
    
    
    218,397Property, plant and equipment, net
    
    
    46,263
    
    
    
    44,260Other assets
    
    
    4,542
    
    
    
    2,190Assets held for sale
    
    
    789
    
    
    
    2,055Total assets
    
    $
    376,995
    
    
    $
    266,902LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    38,110
    
    
    $
    41,061Accrued liabilities and other
    
    
    22,609
    
    
    
    23,998Accrued income taxes
    
    
    8,001
    
    
    
    1,969Deferred revenue
    
    
    18,797
    
    
    
    13,641Current portion of restructuring liabilities
    
    
    960
    
    
    
    896Current portion of long-term debt
    
    
    41
    
    
    
    41Total current liabilities
    
    
    88,518
    
    
    
    81,606Long-term debt
    
    
    391
    
    
    
    421Deferred income taxes
    
    
    6,346
    
    
    
    1,788Other long-term liabilities
    
    
    9,168
    
    
    
    8,764Total liabilities
    
    
    104,423
    
    
    
    92,579Shareholders equity:Preferred stock, no par value, 2,000 shares authorized, none issued
    
    
    
    
    
    
    Common stock, no par value, 40,000 shares authorized,
25,129 shares in 2005 and 25,111 shares in 2004 issued
    
    
    294,162
    
    
    
    287,897Treasury stock, at cost, 2,601 shares and 3,205 shares, respectively
    
    
    (22,071
    )
    
    
    (27,085
    )Unearned compensation
    
    
    (637
    )
    
    
    (307
    )Accumulated other comprehensive income
    
    
    48
    
    
    
    58Retained earnings (accumulated deficit)
    
    
    1,070
    
    
    
    (86,240
    )Total shareholders equity
    
    
    272,572
    
    
    
    174,323Total liabilities and shareholders equity
    
    $
    376,995
    
    
    $
    266,902
  4




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NS GROUP, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)(Unaudited)
 Nine Months EndedSeptember 30,2005
    
    
    2004OPERATING ACTIVITIESNet income
    
    $
    87,310
    
    
    $
    50,357Adjustments
to reconcile net income to net cash flows provided by operating activities:Depreciation and amortization
    
    
    4,065
    
    
    
    4,029Deferred income taxes
    
    
    (3,000
    )
    
    
    Amortization of deferred finance costs
    
    
    217
    
    
    
    303Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (10,390
    )
    
    
    (20,573
    )Inventories
    
    
    268
    
    
    
    (43,077
    )Other current assets
    
    
    (1,581
    )
    
    
    851Accounts payable
    
    
    (2,996
    )
    
    
    11,006Accrued liabilities
    
    
    (907
    )
    
    
    6,521Deferred revenue
    
    
    5,156
    
    
    
    10,591Income taxes payable
    
    
    10,432
    
    
    
    1,041Restructuring liabilities
    
    
    
    
    
    
    (2,891
    )Other, net
    
    
    322
    
    
    
    305Net cash flows provided by operating activities
    
    
    88,896
    
    
    
    18,463INVESTING ACTIVITIESPurchases of property, plant and equipment
    
    
    (6,077
    )
    
    
    (2,041
    )Purchases of short-term investments
    
    
    (10,933
    )
    
    
    Maturity of short-term investments
    
    
    4,946
    
    
    
    Proceeds from sales of assets held for sale
    
    
    955
    
    
    
    6,918Proceeds from sales of long term investments
    
    
    
    
    
    
    653Net cash flows provided (used) by investing activities
    
    
    (11,109
    )
    
    
    5,530FINANCING ACTIVITIESRepayments of long-term debt
    
    
    (30
    )
    
    
    (30
    )Net repayments under revolving credit facility
    
    
    
    
    
    
    (14,936
    )Decrease in other notes payable
    
    
    
    
    
    
    (533
    )Proceeds from option exercises
    
    
    6,339
    
    
    
    5,806Additions to cost of treasury shares
    
    
    (104
    )
    
    
    Payment of financing costs
    
    
    
    
    
    
    (110
    )Net cash flows provided (used) by financing activities
    
    
    6,205
    
    
    
    (9,803
    )Net increase in cash and equivalents
    
    
    83,992
    
    
    
    14,190Cash and equivalents at beginning of period
    
    
    30,944
    
    
    
    2,628Cash and equivalents at end of period
    
    $
    114,936
    
    
    $
    16,818Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    7
    
    
    $
    393Cash paid during the period for income taxes
    
    $
    3,975
    
    
    $
    650
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation
   Use of Estimates
  6




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Stock-Based Compensation
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,(In thousands, except per share amounts)
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Net income  as reported
    
    $
    30,756
    
    
    $
    24,712
    
    
    $
    87,310
    
    
    $
    50,357Add: Stock-based employee compensation
included in reported net income, net of
related tax effects
    
    
    62
    
    
    
    31
    
    
    
    139
    
    
    
    92Less: Stock-based employee compensation
expense determined under the fair value
method for all awards, net of related tax effects
    
    
    (197
    )
    
    
    (425
    )
    
    
    (543
    )
    
    
    (1,191
    )Net income  pro forma
    
    $
    30,621
    
    
    $
    24,318
    
    
    $
    86,906
    
    
    $
    49,258Diluted earnings per share  as reported
    
    $
    1.35
    
    
    $
    1.14
    
    
    $
    3.86
    
    
    $
    2.35Effect of stock-based employeecompensation expense determined under the fair
value method for all awards, net of related tax effects
    
    
    
    
    
    
    (0.02
    )
    
    
    (0.02
    )
    
    
    (0.06
    )Diluted earnings per share  pro forma
    
    $
    1.35
    
    
    $
    1.12
    
    
    $
    3.84
    
    
    $
    2.29
   7




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Earnings Per Share
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,(In thousands)
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Number of common shares outstanding at period-end
    
    
    22,528
    
    
    
    21,519
    
    
    
    22,528
    
    
    
    21,519Effect of using weighted average common shares outstanding
    
    
    (94
    )
    
    
    (359
    )
    
    
    (276
    )
    
    
    (515
    )Weighted average basic common shares outstanding
    
    
    22,434
    
    
    
    21,160
    
    
    
    22,252
    
    
    
    21,004Dilutive effect of common stock options and restricted
stock units
    
    
    273
    
    
    
    580
    
    
    
    362
    
    
    
    465Weighted average diluted common shares outstanding
    
    
    22,707
    
    
    
    21,740
    
    
    
    22,614
    
    
    
    21,469Potentially issuable shares
    
    
    301
    
    
    
    1,261
    
    
    
    450
    
    
    
    1,610Number of potentially issuable shares excluded from diluted
common shares outstanding
    
    
    
    
    
    
    235
    
    
    
    
    
    
    
    527
 Note 2: SHORT-TERM INVESTMENTS
  Note 3: RESTRUCTURING LIABILITIES AND ASSETS HELD FOR SALE
 Restructuring Liabilities
   8




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(In thousands)
    
    Current
    
    
    Long-term
    
    
    TotalDecember 31, 2004
    
    $
    896
    
    
    $
    1,779
    
    
    $
    2,675Payments
    
    
    (90
    )
    
    
    
    
    
    
    (90
    )Receipts
    
    
    94
    
    
    
    
    
    
    
    94Reclassifications
    
    
    60
    
    
    
    (60
    )
    
    
    September 30, 2005
    
    $
    960
    
    
    $
    1,719
    
    
    $
    2,679
   Assets Held for Sale
  Note 4: SEGMENT AND CONCENTRATIONS INFORMATION
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,(In thousands)
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Seamless
    
    $
    91,032
    
    
    $
    71,531
    
    
    $
    276,863
    
    
    $
    181,528Welded
    
    
    48,831
    
    
    
    50,589
    
    
    
    169,847
    
    
    
    134,542$
    139,863
    
    
    $
    122,120
    
    
    $
    446,710
    
    
    $
    316,070
 9




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Concentrations
     Note 5: INVENTORIES
  September 30,
    
    
    December 31,(In thousands)
    
    2005
    
    
    2004Raw materials
    
    $
    27,813
    
    
    $
    49,054Semi-finished and finished products
    
    
    91,736
    
    
    
    70,763$
    119,549
    
    
    $
    119,817
 Note 6: REVOLVING CREDIT FACILITY
   10




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Note 7: COMMITMENTS AND CONTINGENCIES
  Environmental
      11




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Note 8: PENSION AND POSTRETIREMENT HEALTH PLANS
  Three Months Ended September 30,Pension
    
    
    Health(In thousands)
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Service cost
    
    $
    99
    
    
    $
    88
    
    
    $
    5
    
    
    $
    4Interest cost
    
    
    40
    
    
    
    32
    
    
    
    5
    
    
    
    6Recognized actuarial loss
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    Amortization of transition obligation
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    7$
    140
    
    
    $
    120
    
    
    $
    17
    
    
    $
    17
 Nine Months Ended September 30,Pension
    
    
    Health(In thousands)
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Service cost
    
    $
    298
    
    
    $
    263
    
    
    $
    16
    
    
    $
    13Interest cost
    
    
    120
    
    
    
    97
    
    
    
    15
    
    
    
    17Recognized actuarial loss
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    Amortization of transition obligation
    
    
    
    
    
    
    
    
    
    
    21
    
    
    
    21$
    421
    
    
    $
    360
    
    
    $
    52
    
    
    $
    51
 Note 9: PRODUCT WARRANTIES
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,(In thousands)
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Balance, beginning of period
    
    $
    3,165
    
    
    $
    2,073
    
    
    $
    2,051
    
    
    $
    3,057Accruals for warranties during
the period
    
    
    (58
    )
    
    
    240
    
    
    
    2,115
    
    
    
    607Settlements made during the period
    
    
    (429
    )
    
    
    (736
    )
    
    
    (1,488
    )
    
    
    (2,087
    )Balance, September 30
    
    $
    2,678
    
    
    $
    1,577
    
    
    $
    2,678
    
    
    $
    1,577
  12




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Note 10: INCOME TAXES
    Note 11: SUBSEQUENT EVENT
  13




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
    
    world-wide and domestic supplies of and demand for natural gas and oil;
    
    fluctuations in industry-wide tubular inventory levels;
    
    domestic competitive pressures;
    
    the level and pricing of imports and the presence or absence of
governmentally imposed trade restrictions;
    
    steel coil and steel scrap price volatility;
    
    energy cost volatility;
    
    manufacturing efficiencies;
    
    costs of compliance with environmental regulations;
    
    asserted and unasserted claims;
    
    the ability to maintain an internal control framework compliant with Sarbanes-Oxley Section 404;
    
    general economic conditions; and
    
    other risks and uncertainties described under Risk Factors included in
Exhibit 99.1 of our annual report on Form 10-K for the year ended December 31, 2004.
   OVERVIEW
 Our Products and Facilities
   14




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Economic and Industry-Wide Factors that Affect our Business
 Demand for Our Products
   Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2005
    
    2004
    
    2005
    
    2004Average natural gas price per
mcf
    
    $
    8.49
    
    
    $
    5.76
    
    
    $
    7.16
    
    
    $
    5.81Average U.S. rig count
    
    
    1,432
    
    
    
    1,229
    
    
    
    1,351
    
    
    
    1,173Domestic OCTG shipments
    
    
    0.7
    
    
    
    0.6
    
    
    
    2.1
    
    
    
    1.9(millions of tons)OCTG imports
    
    
    0.5
    
    
    
    0.3
    
    
    
    1.2
    
    
    
    0.8(millions of tons)OCTG inventories
    
    
    
    
    
    
    
    
    
    
    2.1
    
    
    
    1.6(millions of tons at period-end)Inventory tons per rig
    
    
    
    
    
    
    
    
    
    
    1,441
    
    
    
    1,326(at period-end)
 Source: Baker Hughes, Preston Pipe and Tube Report and Company estimates
   15




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Imports
  
    
    currency exchange rates;
    
    overall world-wide demand for OCTG;
    
    freight costs;
    
    the trade practices of foreign governments and producers; and
    
    the presence or absence of antidumping, countervailing duty or other U.S.
government orders that raise the cost or impose limits on imports.
     Costs of Our Products
  
    
    supply and demand factors, both domestic and global;
    
    freight costs and transportation availability;
    
    inventory levels of brokers and distributors;
    
    the level of imports and exports; and
    
    general economic conditions.
 16




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17




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RESULTS OF OPERATIONS
  Three Months Ended
    
    
    Change
    
    
    Nine Months Ended
    
    
    ChangeSeptember 30,
    
    
    2005 vs 2004
    
    
    September 30,
    
    
    2005 vs 20042005
    
    
    2004
    
    
    $
    
    
    %
    
    
    2005
    
    
    2004
    
    
    $
    
    
    %Net salesSeamless products
    
    $
    91,032
    
    
    $
    71,531
    
    
    $
    19,501
    
    
    
    27.3
    
    
    $
    276,863
    
    
    $
    181,528
    
    
    $
    95,335
    
    
    
    52.5Welded products
    
    
    48,831
    
    
    
    50,589
    
    
    
    (1,758
    )
    
    
    (3.5
    )
    
    
    169,847
    
    
    
    134,542
    
    
    
    35,305
    
    
    
    26.2$
    139,863
    
    
    $
    122,120
    
    
    $
    17,743
    
    
    
    14.5
    
    
    $
    446,710
    
    
    $
    316,070
    
    
    $
    130,640
    
    
    
    41.3Gross profit
    
    $
    39,985
    
    
    $
    29,706
    
    
    $
    10,279
    
    
    
    34.6
    
    
    $
    114,244
    
    
    $
    67,047
    
    
    $
    47,197
    
    
    
    70.4Selling, general and
administrative
    
    $
    4,730
    
    
    $
    4,176
    
    
    $
    554
    
    
    
    13.3
    
    
    $
    16,366
    
    
    $
    12,520
    
    
    $
    3,846
    
    
    
    30.7Operating income (1)
    
    $
    35,255
    
    
    $
    25,530
    
    
    $
    9,725
    
    
    
    38.1
    
    
    $
    97,878
    
    
    $
    52,630
    
    
    $
    45,248
    
    
    
    86.0Net income
    
    $
    30,756
    
    
    $
    24,712
    
    
    $
    6,044
    
    
    
    24.5
    
    
    $
    87,310
    
    
    $
    50,357
    
    
    $
    36,953
    
    
    
    73.4Earnings per
diluted share
    
    $
    1.35
    
    
    $
    1.14
    
    
    $
    0.21
    
    
    
    18.4
    
    
    $
    3.86
    
    
    $
    2.35
    
    
    $
    1.51
    
    
    
    64.3Revenue per ton (2)
    
    
    
    
    
    $Seamless products
    
    $
    1,625
    
    
    $
    1,210
    
    
    $
    415
    
    
    
    34.3
    
    
    $
    1,589
    
    
    $
    1,058
    
    
    $
    531
    
    
    
    50.2Welded products
    
    $
    1,007
    
    
    $
    920
    
    
    $
    87
    
    
    
    9.5
    
    
    $
    1,053
    
    
    $
    764
    
    
    $
    289
    
    
    
    37.8Tons shipped (2)Seamless products
    
    
    55,600
    
    
    
    59,100
    
    
    
    (3,500
    )
    
    
    (5.9
    )
    
    
    172,300
    
    
    
    171,500
    
    
    
    800
    
    
    
    0.5Welded products
    
    
    48,500
    
    
    
    55,000
    
    
    
    (6,500
    )
    
    
    (11.8
    )
    
    
    161,300
    
    
    
    176,100
    
    
    
    (14,800
    )
    
    
    (8.4
    )104,100
    
    
    
    114,100
    
    
    
    (10,000
    )
    
    
    (8.8
    )
    
    
    333,600
    
    
    
    347,600
    
    
    
    (14,000
    )
    
    
    (4.0
    )Average rig count
    
    
    1,432
    
    
    
    1,229
    
    
    
    203
    
    
    
    16.5
    
    
    
    1,351
    
    
    
    1,173
    
    
    
    178
    
    
    
    15.2
 
 (1)
    
    Includes restructuring charges of $1.9 million in the first quarter of 2004. See Note 3:
Restructuring Charges to the Condensed Consolidated Financial Statements.(2)
    
    Revenue per ton and shipment data for tubular products only. 18




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##### Table of Contents



Results of Operations Third Quarter 2005 Compared to Third Quarter 2004
 Summary
  Net Sales
    Gross Profit
  Selling General and Administrative Expenses
  Investment Income, Interest Expense, Other, Net
   Income Taxes
  19




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##### Table of Contents



Results of Operations First Nine Months 2005 Compared to First Nine Months 2004
 Summary
  Net Sales
  Gross Profit
  Selling General and Administrative Expenses
  Investment Income, Interest Expense, Other, Net
   Income Taxes
  20




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
 Overview
   Working Capital
  Operating Cash Flows
   21




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##### Table of Contents



Investing Cash Flows
   Financing Cash Flows
  Contractual Obligations and Other Cash Requirements
    Critical Accounting Policies and Estimates
   22




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##### Table of Contents



23




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##### Table of Contents



RECENTLY ISSUED ACCOUNTING STANDARDS
      24




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##### Table of Contents



OTHER MATTERS
   
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures.
 Changes in Internal Controls.
 25




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##### Table of Contents



PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 6. EXHIBITS
 (a)
    
    Exhibits  Reference is made to the Index to Exhibits, which is
included herein as part of this report
 26




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##### Table of Contents



SIGNATURES
  NS GROUP, INC.Date: November 4, 2005
    
    By: /s/René J. RobichaudRené J. Robichaud, President and Chief
Executive Officer and Director
(Principal Executive Officer)Date: November 4, 2005
    
    By: /s/Thomas J. DepenbrockThomas J. Depenbrock, Vice President -
Finance, Treasurer and Chief Financial Officer
(Principal Financial Officer)Date: November 4, 2005
    
    By: /s/ Gerard J. BrinkmanGerard J. Brinkman
Corporate Controller
(Principal Accounting Officer)
 27




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##### Table of Contents



INDEX TO EXHIBITS
 Number
    
    Description3.1(a)
    
    Amended and Restated Articles of Incorporation of the Company, filed as Exhibit 3.1 to Amendment
No. 1 to the Companys Form S-1 dated January 17, 1995, File No. 33-56637, and incorporated
herein by this reference.3.1(b)
    
    Articles of Amendment to the Amended and Restated Articles of Incorporation, dated November 4,
1998, filed as Exhibit 3.1 to the Companys Form 10-Q for the quarter ended September 30, 2001,
File No. 1-9838, and incorporated herein by this reference.3.2
    
    Amended and Restated By-Laws of the Company, dated July 30, 2003, filed as Exhibit 3.2 to the
Companys Form 10-Q for the fiscal quarter ended June 30, 2003, File No. 1-9838, and
incorporated herein by this reference.4.1
    
    Rights Agreement dated November 17, 1998 between the Company and Registrar and Transfer Company,
filed as Exhibit 1 to the Companys Form 8-K dated November 5, 1998, File No. 1-9838, and
incorporated herein by this reference.12.1
    
    Computation of Ratio of Earnings to Fixed Charges, filed herewith.31.1
    
    Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), filed herewith.31.2
    
    Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), filed herewith.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350 and Exchange Act Rule 13a-14(b), furnished
herewith.32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350 and Exchange Act Rule 13a-14(b), furnished
herewith.
 28