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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 June 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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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
    
    
    24Item 4. Controls and Procedures
    
    
    24PART II OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    25Item 4. Submission of Matters To A Vote of Security Holders
    
    
    25Item 6. Exhibits
    
    
    25Exhibit 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
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net sales
    
    $
    167,823
    
    
    $
    109,433
    
    
    $
    306,847
    
    
    $
    193,950Cost of products sold
    
    
    122,027
    
    
    
    83,807
    
    
    
    232,588
    
    
    
    156,609Gross profit
    
    
    45,796
    
    
    
    25,626
    
    
    
    74,259
    
    
    
    37,341Selling, general and administrative expenses
    
    
    5,763
    
    
    
    3,990
    
    
    
    11,636
    
    
    
    8,344Restructuring charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,897Operating income
    
    
    40,033
    
    
    
    21,636
    
    
    
    62,623
    
    
    
    27,100Investment income
    
    
    407
    
    
    
    19
    
    
    
    646
    
    
    
    55Interest expense
    
    
    (176
    )
    
    
    (353
    )
    
    
    (335
    )
    
    
    (671
    )Other, net
    
    
    34
    
    
    
    20
    
    
    
    71
    
    
    
    (18
    )Income before income taxes
    
    
    40,298
    
    
    
    21,322
    
    
    
    63,005
    
    
    
    26,466Provision for income taxes
    
    
    3,077
    
    
    
    718
    
    
    
    6,451
    
    
    
    821Net income
    
    $
    37,221
    
    
    $
    20,604
    
    
    $
    56,554
    
    
    $
    25,645Earnings per common share:Basic
    
    $
    1.67
    
    
    $
    0.98
    
    
    $
    2.55
    
    
    $
    1.23Diluted
    
    $
    1.65
    
    
    $
    0.96
    
    
    $
    2.51
    
    
    $
    1.20Weighted average shares outstanding:Basic
    
    
    22,255
    
    
    
    20,941
    
    
    
    22,159
    
    
    
    20,925Diluted
    
    
    22,601
    
    
    
    21,463
    
    
    
    22,550
    
    
    
    21,333
  3




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NS GROUP, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS  (in thousands)
 June 30,
    
    December 31,2005
    
    2004(Unaudited)ASSETSCurrent assets:Cash and equivalents
    
    $
    61,671
    
    
    $
    30,944Short-term investments
    
    
    10,353
    
    
    
    Accounts receivable, less allowances
of $1,792 and $1,492, respectively
    
    
    73,065
    
    
    
    54,134Inventories
    
    
    113,161
    
    
    
    119,817Operating supplies and prepaid expenses
    
    
    10,955
    
    
    
    9,498Deferred income taxes
    
    
    4,625
    
    
    
    1,625Other current assets
    
    
    2,365
    
    
    
    2,379Total current assets
    
    
    276,195
    
    
    
    218,397Property, plant and equipment, net
    
    
    44,043
    
    
    
    44,260Other assets
    
    
    2,044
    
    
    
    2,190Assets held for sale
    
    
    1,235
    
    
    
    2,055Total assets
    
    $
    323,517
    
    
    $
    266,902LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    31,452
    
    
    $
    41,061Accrued liabilities and other
    
    
    22,558
    
    
    
    23,998Accrued income taxes
    
    
    7,786
    
    
    
    1,969Deferred revenue
    
    
    13,740
    
    
    
    13,641Current portion of restructuring liabilities
    
    
    939
    
    
    
    896Current portion of long-term debt
    
    
    41
    
    
    
    41Total current liabilities
    
    
    76,516
    
    
    
    81,606Long-term debt
    
    
    401
    
    
    
    421Deferred income taxes
    
    
    1,788
    
    
    
    1,788Other long-term liabilities
    
    
    9,072
    
    
    
    8,764Total liabilities
    
    
    87,777
    
    
    
    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
    
    
    289,750
    
    
    
    287,897Treasury stock, at cost, 2,789 shares in 2005 and 3,205 shares in 2004
    
    
    (23,668
    )
    
    
    (27,085
    )Unearned compensation
    
    
    (710
    )
    
    
    (307
    )Accumulated other comprehensive income
    
    
    54
    
    
    
    58Accumulated deficit
    
    
    (29,686
    )
    
    
    (86,240
    )Shareholders equity
    
    
    235,740
    
    
    
    174,323Total liabilities and shareholders equity
    
    $
    323,517
    
    
    $
    266,902
  4




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NS GROUP, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (in thousands)(Unaudited)
 Six Months EndedJune 30,2005
    
    2004OPERATING ACTIVITIESNet income
    
    $
    56,554
    
    
    $
    25,645Adjustments to reconcile net income to net cash flows
provided by operating activities:Depreciation and amortization
    
    
    2,696
    
    
    
    2,676Deferred income taxes
    
    
    (3,000
    )
    
    
    Amortization of deferred finance costs
    
    
    145
    
    
    
    138Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (18,481
    )
    
    
    (16,711
    )Inventories
    
    
    6,656
    
    
    
    (24,335
    )Other current assets
    
    
    (1,461
    )
    
    
    963Accounts payable
    
    
    (9,609
    )
    
    
    6,133Accrued liabilities
    
    
    (1,131
    )
    
    
    5,001Deferred revenue
    
    
    99
    
    
    
    7,329Income taxes payable
    
    
    6,017
    
    
    
    821Restructuring liabilities
    
    
    
    
    
    
    (3,006
    )Other, net
    
    
    249
    
    
    
    374Net cash flows provided by operating activities
    
    
    38,734
    
    
    
    5,028INVESTING ACTIVITIESPurchases of property, plant and equipment
    
    
    (2,487
    )
    
    
    (822
    )Purchases of short-term investments
    
    
    (10,353
    )
    
    
    Proceeds from sales of assets held for sale
    
    
    426
    
    
    
    6,914Net cash flows provided (used) by investing activities
    
    
    (12,414
    )
    
    
    6,092FINANCING ACTIVITIESRepayments of long-term debt
    
    
    (20
    )
    
    
    (20
    )Net repayments under revolving credit facility
    
    
    
    
    
    
    (12,710
    )Decrease in other notes payable
    
    
    
    
    
    
    (106
    )Proceeds from option exercises
    
    
    4,531
    
    
    
    315Additions to cost of treasury shares
    
    
    (104
    )
    
    
    Payment of financing costs
    
    
    
    
    
    
    (111
    )Net cash flows provided (used) by financing activities
    
    
    4,407
    
    
    
    (12,632
    )Increase (decrease) in cash and equivalents
    
    
    30,727
    
    
    
    (1,512
    )Cash and equivalents at beginning of period
    
    
    30,944
    
    
    
    2,628Cash and equivalents at end of period
    
    $
    61,671
    
    
    $
    1,116Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    5
    
    
    $
    369Cash paid during the period for income taxes
    
    $
    3,125
    
    
    $
    
  5




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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
    
    Six Months EndedJune 30,
    
    June 30,(In thousands, except per share amounts)
    
    2005
    
    2004
    
    2005
    
    2004Net income  as reported
    
    $
    37,221
    
    
    $
    20,604
    
    
    $
    56,554
    
    
    $
    25,645Add: Stock-based employee compensation
included in reported net income, net of
related tax effects
    
    
    50
    
    
    
    30
    
    
    
    77
    
    
    
    61Less: Stock-based employee compensation
expense determined under the fair value
method for all awards, net of related tax effects
    
    
    (150
    )
    
    
    (367
    )
    
    
    (346
    )
    
    
    (766
    )Net income - pro forma
    
    $
    37,121
    
    
    $
    20,267
    
    
    $
    56,285
    
    
    $
    24,940Diluted earnings per share  as reported
    
    $
    1.65
    
    
    $
    0.96
    
    
    $
    2.51
    
    
    $
    1.20Effect of stock-based employee
compensation expense determined under the fair
value method for all awards, net of related tax effects
    
    
    (0.01
    )
    
    
    (0.02
    )
    
    
    (0.01
    )
    
    
    (0.04
    )Diluted earnings per share - pro forma
    
    $
    1.64
    
    
    $
    0.94
    
    
    $
    2.50
    
    
    $
    1.16
   7




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Earnings Per Share
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,(In thousands)
    
    2005
    
    2004
    
    2005
    
    2004Number of common shares outstanding at period-end
    
    
    22,340
    
    
    
    20,953
    
    
    
    22,340
    
    
    
    20,953Effect of using weighted average common shares outstanding
    
    
    (85
    )
    
    
    (12
    )
    
    
    (181
    )
    
    
    (28
    )Weighted average basic common shares outstanding
    
    
    22,255
    
    
    
    20,941
    
    
    
    22,159
    
    
    
    20,925Dilutive effect of common stock options and restricted
stock units
    
    
    346
    
    
    
    522
    
    
    
    391
    
    
    
    408Weighted average diluted common shares outstanding
    
    
    22,601
    
    
    
    21,463
    
    
    
    22,550
    
    
    
    21,333Potentially issuable shares
    
    
    468
    
    
    
    1,730
    
    
    
    478
    
    
    
    1,808Number of potentially issuable shares excluded from diluted
common shares outstanding
    
    
    
    
    
    
    684
    
    
    
    
    
    
    
    673
 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
    
    
    (59
    )
    
    
    
    
    
    
    (59
    )Receipts
    
    
    68
    
    
    
    
    
    
    
    68Reclassifications
    
    
    34
    
    
    
    (34
    )
    
    
    June 30, 2005
    
    $
    939
    
    
    $
    1,745
    
    
    $
    2,684
   Assets Held for Sale
  Note 4: SEGMENT AND CONCENTRATIONS INFORMATION
   Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,(In thousands)
    
    2005
    
    2004
    
    2005
    
    2004Welded
    
    $
    61,144
    
    
    $
    44,544
    
    
    $
    121,016
    
    
    $
    83,953Seamless
    
    
    106,679
    
    
    
    64,889
    
    
    
    185,831
    
    
    
    109,997$
    167,823
    
    
    $
    109,433
    
    
    $
    306,847
    
    
    $
    193,950
 9




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Concentrations
     Note 5: INVENTORIES
  June 30,
    
    December 31,(In thousands)
    
    2005
    
    2004Raw materials
    
    $
    27,597
    
    
    $
    49,054Semi-finished and finished products
    
    
    85,564
    
    
    
    70,763$
    113,161
    
    
    $
    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 June 30,Pension
    
    Health(In thousands)
    
    2005
    
    2004
    
    2005
    
    2004Service cost
    
    $
    100
    
    
    $
    88
    
    
    $
    6
    
    
    $
    4Interest cost
    
    
    40
    
    
    
    32
    
    
    
    5
    
    
    
    6Recognized actuarial loss
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    Amortization of transition obligation
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    7$
    141
    
    
    $
    120
    
    
    $
    18
    
    
    $
    17
 Six Months Ended June 30,Pension
    
    Health(In thousands)
    
    2005
    
    2004
    
    2005
    
    2004Service cost
    
    $
    199
    
    
    $
    175
    
    
    $
    11
    
    
    $
    9Interest cost
    
    
    80
    
    
    
    65
    
    
    
    10
    
    
    
    11Recognized actuarial loss
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    Amortization of transition obligation
    
    
    
    
    
    
    
    
    
    
    14
    
    
    
    14$
    281
    
    
    $
    240
    
    
    $
    35
    
    
    $
    34
 Note 9: PRODUCT WARRANTIES
   Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,(In thousands)
    
    2005
    
    2004
    
    2005
    
    2004Balance, beginning of period
    
    $
    2,930
    
    
    $
    3,268
    
    
    $
    2,051
    
    
    $
    3,057Accruals for warranties during
the period
    
    
    437
    
    
    
    (31
    )
    
    
    2,173
    
    
    
    367Settlements made during the period
    
    
    (202
    )
    
    
    (1,164
    )
    
    
    (1,059
    )
    
    
    (1,351
    )Balance, June 30
    
    $
    3,165
    
    
    $
    2,073
    
    
    $
    3,165
    
    
    $
    2,073
  12




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Note 10: INCOME TAXES
    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;
    
    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
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Average natural gas price per
mcf
    
    $
    6.73
    
    
    $
    5.99
    
    
    $
    6.50
    
    
    $
    5.84Average U.S. rig count
    
    
    1,339
    
    
    
    1,165
    
    
    
    1,311
    
    
    
    1,144Domestic OCTG shipments
(millions of tons)
    
    
    0.7
    
    
    
    0.6
    
    
    
    1.3
    
    
    
    1.3OCTG imports
(millions of tons)
    
    
    0.5
    
    
    
    0.3
    
    
    
    0.8
    
    
    
    0.5OCTG inventories
(millions of tons at period-end)
    
    
    
    
    
    
    
    
    
    
    1.9
    
    
    
    1.6Inventory tons per rig
(at period-end)
    
    
    
    
    
    
    
    
    
    
    1,387
    
    
    
    1,331
 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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NS Group Purchased Steel Scrap
Average Cost Per Net Ton
 
  Average Price Per Ton of Steel Coil
 
    17




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RESULTS OF OPERATIONS
  Three Months Ended
    
    Change
    
    Six Months Ended
    
    ChangeJune 30,
    
    2005 vs 2004
    
    June 30,
    
    2005 vs 20042005
    
    2004
    
    $
    
    %
    
    2005
    
    2004
    
    $
    
    %Net salesWelded products
    
    $
    61,144
    
    
    $
    44,544
    
    
    $
    16,600
    
    
    
    37.3
    
    
    $
    121,016
    
    
    $
    83,953
    
    
    $
    37,063
    
    
    
    44.1Seamless products
    
    
    106,679
    
    
    
    64,889
    
    
    
    41,790
    
    
    
    64.4
    
    
    
    185,831
    
    
    
    109,997
    
    
    
    75,834
    
    
    
    68.9$
    167,823
    
    
    $
    109,433
    
    
    $
    58,390
    
    
    
    53.4
    
    
    $
    306,847
    
    
    $
    193,950
    
    
    $
    112,897
    
    
    
    58.2Gross profit
    
    $
    45,796
    
    
    $
    25,626
    
    
    $
    20,170
    
    
    
    78.7
    
    
    $
    74,259
    
    
    $
    37,341
    
    
    $
    36,918
    
    
    
    98.9Selling, general and
administrative
    
    $
    5,763
    
    
    $
    3,990
    
    
    $
    1,773
    
    
    
    44.4
    
    
    $
    11,636
    
    
    $
    8,344
    
    
    $
    3,292
    
    
    
    39.5Operating income (1)
    
    $
    40,033
    
    
    $
    21,636
    
    
    $
    18,397
    
    
    
    85.0
    
    
    $
    62,623
    
    
    $
    27,100
    
    
    $
    35,523
    
    
    
    131.1Net income
    
    $
    37,221
    
    
    $
    20,604
    
    
    $
    16,617
    
    
    
    80.6
    
    
    $
    56,554
    
    
    $
    25,645
    
    
    $
    30,909
    
    
    
    120.5Earnings per
diluted share
    
    $
    1.65
    
    
    $
    0.96
    
    
    $
    0.69
    
    
    
    71.9
    
    
    $
    2.51
    
    
    $
    1.20
    
    
    $
    1.31
    
    
    
    109.2Revenue per ton (2)Welded products
    
    $
    1,071
    
    
    $
    862
    
    
    $
    209
    
    
    
    24.2
    
    
    $
    1,073
    
    
    $
    693
    
    
    $
    380
    
    
    
    54.8Seamless products
    
    $
    1,659
    
    
    $
    1,052
    
    
    $
    607
    
    
    
    57.7
    
    
    $
    1,572
    
    
    $
    979
    
    
    $
    593
    
    
    
    60.6Tons shipped (2)Welded products
    
    
    57,100
    
    
    
    51,700
    
    
    
    5,400
    
    
    
    10.4
    
    
    
    112,800
    
    
    
    121,100
    
    
    
    (8,300
    )
    
    
    (6.9
    )Seamless products
    
    
    63,700
    
    
    
    61,700
    
    
    
    2,000
    
    
    
    3.2
    
    
    
    116,700
    
    
    
    112,400
    
    
    
    4,300
    
    
    
    3.8120,800
    
    
    
    113,400
    
    
    
    7,400
    
    
    
    6.5
    
    
    
    229,500
    
    
    
    233,500
    
    
    
    (4,000
    )
    
    
    (1.7
    )Average rig count
    
    
    1,339
    
    
    
    1,165
    
    
    
    174
    
    
    
    14.9
    
    
    
    1,311
    
    
    
    1,144
    
    
    
    167
    
    
    
    14.6
 
 (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 Second Quarter 2005 Compared to Second 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 Half 2005 Compared to First Half 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



RECENTLY ISSUED ACCOUNTING STANDARDS
      23




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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.
 24




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##### Table of Contents



PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Proposal
    
    For
    
    WithheldElection of seven directors:Clifford R. Borland
    
    
    18,071,067
    
    
    
    2,685,658David A. B. Brown
    
    
    18,010,341
    
    
    
    2,746,384J. C. Burton
    
    
    18,405,219
    
    
    
    2,351,506Patrick J. B. Donnelly
    
    
    17,947,845
    
    
    
    2,808,880George A. Helland, Jr.
    
    
    18,404,315
    
    
    
    2,352,410René J. Robichaud
    
    
    18,107,739
    
    
    
    2,648,986John F. Schwarz
    
    
    18,460,082
    
    
    
    2,296,643
 For
    
    Against
    
    AbstainNS Group, Inc. Amended and Restated
Non- Employee Director Equity Plan
    
    
    12,603,278
    
    
    
    4,035,569
    
    
    
    34,746Appointment of Companys independent
auditors
    
    
    20,299,504
    
    
    
    442,041
    
    
    
    15,180
 
 ITEM 6. EXHIBITS
 (a)
    
    Exhibits  Reference is made to the Index to Exhibits, which is
included herein as part of this report
 25




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##### Table of Contents



SIGNATURES
  NS GROUP, INC.Date: August 5, 2005
    
    By: /s/René J. RobichaudRené J. Robichaud, President and Chief Executive
Officer and Director(Principal Executive Officer)Date: August 5, 2005
    
    By: /s/Thomas J. DepenbrockThomas J. Depenbrock, Vice President  Finance,
Treasurer and Chief Financial Officer(Principal Financial Officer)Date: August 5, 2005
    
    By: /s/ Gerard J. BrinkmanGerard J. BrinkmanCorporate Controller(Principal Accounting Officer)
 26




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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.
 27