SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
NIKE, INC.
(Exact name of Registrant as specified in its charter)
Oregon 1-10635 93-0584541
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification
No.)
One Bowerman Drive
Beaverton, Oregon 97005-6453
(503) 671-6453
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Robert S. Falcone
Vice President and Chief Financial Officer
One Bowerman Drive
Beaverton, Oregon 97005-6453
(503) 671-6453
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Tracy K. Edmonson
Gregory K. Miller
Latham & Watkins
505 Montgomery Street
San Francisco, California 94111
Telephone: (415) 391-0600
Fax: (415) 395-8095
Approximate date of commencement of the proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ___
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box: X
___
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ___
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ___
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. ___
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <S> <S> <S> <S>
Title of Securities Amount to Proposed Amount of
to be Registered be Proposed Maximum Maximum Registration
Registered Offering price Aggregate Fee
per Unit 1) Offering Price
Debt Securities $500,000,000 (2) 100% $500,000,000 $151,515.15
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
(2) Or, if any Debt Securities are issued at a discount or with a principal
amount denominated in a foreign currency or currency unit, such principal
amount as shall result in an aggregate offering price equal to $500,000,000.
__________________________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
</PAGE>
<PAGE>
___________________________
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration state-
ment becomes effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy, nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
_____________________________
SUBJECT TO COMPLETION, DATED NOVEMBER 12, 1996
$500,000,000
[LOGO]
NIKE, Inc.
Debt Securities
__________________
NIKE, Inc. ("NIKE" or the "Company") may offer from time to time its
debt securities in one or more series (the "Debt Securities") at an
aggregate initial offering price not to exceed $500,000,000 or its
equivalent in another currency or composite currency. Unless otherwise
specified in one or more supplements (a "Prospectus Supplement") to this
Prospectus, the Debt Securities will be direct, unsecured obligations of
NIKE and will rank equally with all other unsecured, unsubordinated
indebtedness of NIKE.
The Debt Securities will be offered to the public on terms determined
by market conditions at the time of sale. The Debt Securities may be
offered to the public as separate series and may be offered in amounts,
at prices and on terms to be determined at the time of sale and to be set
forth in one or more Prospectus Supplements. The specific terms of the Debt
Securities in respect of which this Prospectus is being delivered, including,
where applicable, aggregate principal amount, maturity (which may be fixed or
extendible), interest rate or rates (which may be fixed or variable), if any,
the time of payment of interest, if any, authorized denominations (which may
be in United States dollars, in any other currency or in a composite
currency), initial public offering price, purchase price, any terms for a
sinking fund or for redemption at the option of NIKE or the holder, any
listing on a securities exchange and other terms with respect to such Debt
Securities, will be set forth in a Prospectus Supplement and/or a related
Pricing Supplement which will be delivered with this Prospectus. Debt
Securities may be issued as Discount Securities to be sold at a discount below
their principal amount and, if issued, certain terms thereof will be set forth
in the Prospectus Supplement related thereto. See "Description of Debt
Securities".
___________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY SUPPLEMENT
HERETO. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________________
The Debt Securities may be offered directly to purchasers or to or
through underwriters, dealers or agents. If an agent of NIKE or a broker-
dealer or underwriter is involved in the sale of the Debt Securities in
respect of which this Prospectus is being delivered, the names of such agent,
broker-dealer or underwriter and the agent's commission or broker-dealer's or
underwriter's discount will be set forth in the Prospectus Supplement. The
proceeds to NIKE will be the purchase price in the case of sale through an
agent or a broker-dealer and the public offering price in the case of sale
through an underwriter. Net proceeds to NIKE will be the purchase price less
commission in the case of an agent and the public offering price less discount
in the case of an underwriter, less, in each case, other issuance expenses.
See "Plan of Distribution".
_____________________________
The date of this Prospectus is , 1996.
<PAGE>
AVAILABLE INFORMATION
NIKE is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C., and at the Commission's regional offices at
Seven World Trade Center, Suite 1300, New York, New York and at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois, and copies may
be obtained at prescribed rates from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. Such reports, proxy statements and other information
may also be inspected and copied at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York and at the offices of the
Pacific Stock Exchange, 301 Pine Street, San Francisco, California. The
Commission also maintains a site on the World Wide Web at "http://www.sec.gov"
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
NIKE has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933 (the
"Securities Act"), with respect to the Debt Securities offered hereby. This
Prospectus, which constitutes part of the Registration Statement, omits certain
of the information contained in the Registration Statement and the exhibits and
schedules thereto on file with the Commission pursuant to the Securities Act
and the rules and regulations of the Commission thereunder. In addition,
certain documents filed by NIKE with the Commission have been incorporated by
reference in this Prospectus. See "Incorporation of Certain Documents by
Reference". The Registration Statement, including exhibits and schedules
thereto and such incorporated documents, may be inspected and copied at the
public reference facilities maintained by the Commission at its principal
office in Washington, D.C. or at its regional offices. Statements contained
in this Prospectus as to the contents of any contract or other document
referred to are not necessarily complete and in each instance reference
is made to the copy of such contract or other document filed as an exhibit
to the Registration Statement, each such statement being qualified in all
respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by NIKE with the Commission
pursuant to the Exchange Act and are hereby incorporated by reference in this
Prospectus:
a. NIKE's Annual Report on Form 10-K for the fiscal year ended May 31, 1996,
as amended by its Form 10-K/A dated August 29, 1996;
b. NIKE's Quarterly Report on Form 10-Q for the fiscal quarter ended August
31, 1996;
c. NIKE's Current Report on Form 8-K dated July 9, 1996; and
d. NIKE's Current Report on Form 8-K dated September 16, 1996.
Each document filed by NIKE pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of all Debt Securities to which
this Prospectus relates shall be deemed to be incorporated by reference in
this Prospectus and to be part hereof from the date of filing such
documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein (or in the applicable Prospectus Supplement) or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
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Copies of all documents which are incorporated herein by reference (
not including the exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents) will be provided
without charge to each person, including any beneficial owner, to whom this
Prospectus (or the applicable Prospectus Supplement) is delivered upon
written or oral request. Requests for such documents should be directed to
NIKE, Inc., One Bowerman Drive, Beaverton, Oregon 97005-6453, Attention:
Investor Relations (telephone: (503) 671-6453).
THE COMPANY
NIKE, Inc.'s principal business activity involves the design, development
and worldwide marketing of high quality footwear, apparel and accessory
products. NIKE sells its products to approximately 18,000 retail accounts
in the United States and through a mix of independent distributors, licensees
and subsidiaries in approximately 110 countries around the world. Virtually
all of NIKE's products are manufactured by independent contractors. Most
footwear products are produced outside the United States, while apparel
products are produced both in the United States and abroad.
NIKE, Inc., was incorporated in 1968 under the laws of the state of
Oregon. As used herein and in any Prospectus Supplement, the terms "NIKE"
and the "Company" refer to NIKE, Inc. and its predecessors, subsidiaries
and affiliates, unless the context indicates otherwise. NIKE's principal
executive offices are located at One Bowerman Drive, Beaverton, Oregon
97005-6453 and its telephone number is (503) 671-6453.
USE OF PROCEEDS
Except as may be set foth in the Prospectus Supplement, NIKE intends to
use the net proceeds from the sale of the Debt Securities for general corporate
purposes, including, without limitation, working capital, capital expenditures,
investments in subsidiaries and refinancing of debt.
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SELECTED FINANCIAL DATA
The selected consolidated financial data shown below for, and as of the
end of, each of the years in the five-year period ended May 31, 1996 have been
derived from NIKE's consolidated financial statements, which have been audited
by Price Waterhouse LLP, independent accountants, and which have been in-
corporated in this Prospectus by reference. The selected consolidated
financial data should be read in conjunction with NIKE's Consolidated
Financial Statements, incorporated herein by reference.
<TABLE>
<CAPTION>
Fiscal Year Ended May 31,
_______________________________________________________________
<S> <C> <C> <C> <C> <C>
1992 1993 1994 1995 1996
(in thousands except per share data)
Statement of Income Data:
Revenues $3,405,211 $3,930,984 $3,789,668 $4,760,834 $6,470,625
Gross margin 1,316,122 1,543,991 1,488,245 1,895,554 2,563,879
Gross margin as a percentage
of Revenues 38.7% 39.3% 39.3% 39.8% 39.6%
Selling, general and
administrative expenses 761,498 922,261 974,099 1,209,760 1,588,612
Selling, general and
administrative expenses as a
percentage of Revenues 22.4% 23.5% 25.7% 25.4% 24.6%
Net income 329,218 365,016 298,794 399,664 553,190
Balance Sheet Data:
Cash and equivalents 260,050 291,284 518,816 216,071 262,117
Inventories 471,202 592,986 470,023 629,742 931,151
Working capital 964,291 1,165,204 1,208,444 938,393 1,259,881
Total assets 1,871,667 2,186,269 2,373,815 3,142,745 3,951,628
Short-term debt (1) 162,648 218,692 249,509 558,523 689,778
Long-term debt 69,476 15,033 12,364 10,565 9,584
Common shareholders' equity 1,328,488 1,642,819 1,740,949 1,964,689 2,431,400
Other Data:
Cash flow from operations 435,838 265,292 576,463 254,913 330,021
Ratio of earnings to fixed
charges (2) 14.27 16.80 18.44 17.67 16.53
Geographic Revenues:
United States $2,270,880 $2,528,848 $2,432,684 $2,997,864 $3,964,662
Europe 919,763 1,085,683 927,269 980,444 1,334,340
Asia/Pacific 75,732 178,196 283,421 515,652 735,094
Canada, Latin America and other 138,836 138,257 146,294 266,874 436,529
__________ __________ __________ __________ __________
Total Revenues $3,405,211 $3,930,984 $3,789,668 $4,760,834 $6,470,625
========== ========== ========== ========== ==========
__________________________________
</TABLE>
(1) Short-term debt consists of current portion of long-term debt,
notes payable and interest-bearing accounts payable.
(2) In accordance with the rules and regulations of the Commission, for
purposes of computing the ratios of earnings to fixed charges, earnings
represent income from operations before fixed charges and taxes, and
fixed charges represent interest on indebtedness, amortization of debt
discount and a share of rental expense which is deemed to be
representative of the interest factor.
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DESCRIPTION OF DEBT SECURITIES
The Debt Securities offered hereby are to be issued under an indenture
(the "Indenture") to be executed by NIKE and a trustee, as Trustee (the
"Trustee"). A copy of the form of Indenture has been filed as an exhibit to
the Registration Statement. Section references used in this Prospectus refer
to sections of the Indenture.
NIKE may offer under this Prospectus up to $500,000,000 aggregate
principal amount of Debt Securities, or if Debt Securities are issued
at a discount, or in a foreign currency or composite currency, such
principal amount as may be sold for an initial public offering price
of up to $500,000,000. Unless otherwise specified in the applicable
Prospectus Supplement, the Debt Securities will represent direct, unsecured
obligations of NIKE and will rank equally with all other unsecured and
unsubordinated indebtedness of NIKE.
The following statements relating to the Debt Securities and the
Indenture are summaries and do not purport to be complete. Such summaries
may make use of certain terms defined in the Indenture and are qualified in
their entirety by express reference to the Indenture. In addition, certain
defined terms are set forth below under "Certain Definitions".
General
The terms of each series of Debt Securities will be established
by or pursuant to a resolution of the Board of Directors of NIKE and set
forth or determined in the manner provided in an Officers' Certificate
or by a supplemental indenture. (Indenture 2.2) The particular terms
of each series of Debt Securities will be described in a Prospectus
Supplement relating to such series (including any Pricing Supplement thereto).
The Debt Securities that may be offered under the Indenture are not
limited in aggregate principal amount. The Debt Securities may be issued
in one or more series with the same or various maturities, at par, at a
premium, or at a discount. The Prospectus Supplement (including any Pricing
Supplement thereto) will set forth the initial offering price, the aggregate
principal amount and the following terms of the Debt Securities in respect of
which this Prospectus is delivered: (1) the title of such Debt Securities;
(2) the price or prices (expressed as a percentage of the aggregate principal
amount thereof) at which the Debt Securities will be issued; (3) any limit on
the aggregate principal amount of such Debt Securities; (4) the date or dates
on which principal on such Debt Securities will be payable; (5) the rate or
rates (which may be fixed or variable) per annum or, if applicable, the method
used to determine such rate or rates (including any commodity, commodity
index, stock exchange index or financial index) at which such Debt Securities
will bear interest, if any, the date or dates from which such interest, if
any, will accrue, the date or dates on which such interest, if any, will
commence and be payable and any regular record date for the interest payable
on any interest payment date; (6) the place or places where principal of,
premium, if any, and interest, if any, on such Debt Securities will be
payable; (7) the period or periods within which, the price or prices at which
and the terms and conditions upon which the Debt Securities may be redeemed;
(8) the obligation, if any, of NIKE to redeem or purchase the Debt Securities
pursuant to any sinking fund or analogous provisions or at the option of a
holder thereof; (9) the dates, if any, on which and the price or prices at
which the Debt Securities will be repurchased by NIKE at the option of the
Holders thereof and other detailed terms and provisions of such repurchase
obligations; (10) the denominations in which such Debt Securities may be
issuable, if other than denominations of $1,000 and any integral multiple
thereof; (11) whether the Debt Securities are to be issuable in the form of
Certificated Debt Securities (as defined below) or Global Debt Securities (as
defined below); (12) the portion of principal amount of such Debt Securities
that shall be payable upon declaration of acceleration of the maturity date
thereof, if other than the principal amount thereof; (13) the currency of
denomination of such Debt Securities; (14) the designation of the currency,
currencies or currency units in which payment of principal of, premium, if
any, and interest, if any, on such Debt Securities will be made; (15) if
payments of principal of, premium, if any, or interest, if any, on the Debt
Securities are to be made in one or more currencies or currency units other
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<PAGE>
than that or those in which such Debt Securities are denominated, the manner
in which the exchange rate with respect to such payments will be determined;
(16) the manner in which the amounts of payment of principal of, premium, if
any, or interest, if any, on such Debt Securities will be determined, if such
amounts may be determined by reference to an index based on a currency or
currencies other than that in which the Debt Securities are denominated or
designated to be payable or by reference to a commodity, commodity index,
stock exchange index or financial index; (17) the provisions, if any, relating
to any security provided for such Debt Securities; (18) any addition to or
change in the Events of Default described herein or in the Indenture with
respect to such Debt Securities and any change in the acceleration provisions
described herein or in the Indenture with respect to such Debt Securities;
(19) any addition to or change in the covenants described herein or in the
Indenture with respect to such Debt Securities; (20) any other terms of such
Debt Securities, none of which will be inconsistent with the Indenture but
which may modify or delete any provision of the Indenture insofar as it
applies to such series; and (21) any depositaries, interest rate calculation
agents, exchange rate calculation agents or other agents with respect to the
Debt Securities other than those originally appointed. (Indenture Section
2.2)
Debt Securities may be issued that provide for an amount less than the
stated principal amount thereof to be due and payable upon declaration of
acceleration of the maturity thereof pursuant to the terms of the Indenture
("Discount Securities"). Federal income tax considerations and other special
considerations applicable to any such Discount Securities will be described in
the applicable Prospectus Supplement.
If the purchase price of any of the Debt Securities is denominated in a
foreign currency or currencies, or a foreign currency unit or units or if the
principal of and any premium and interest on any series of Debt Securities is
payable in a foreign currency or currencies or a foreign currency unit or
units, the restrictions, elections, general tax considerations, specific terms
and other information with respect to such issue of Debt Securities and such
foreign currency or currencies or foreign currency unit or units will be set
forth in the applicable Prospectus Supplement.
Payment of Interest and Exchange
Each Debt Security will be represented by either one or more global
securities (a "Global Debt Security") registered in the name of The
Depository Trust Company, as Depository (the "Depository") or a nominee of
the Depository (each such Debt Security represented by a Global Debt
Security being herein referred to as a "Book-Entry Debt Security"), or
a certificate issued in definitive registered form (a "Certificated Debt
Security"), as set forth in the applicable Prospectus Supplement. Except
as set forth under "Global Debt Securities and Book-Entry System" below,
Book-Entry Debt Securities will not be issuable in certificate form.
Certificated Debt Securities. Certificated Debt Securities may be
transferred or exchanged at the Trustee's office or paying agencies in
accordance with the terms of the Indenture. No service charge will be made
for any transfer or exchange of Certificated Debt Securities, but NIKE may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The transfer of Certificated Debt Securities and the right to the
principal of, premium, if any, and interest, if any, on such Certificated
Debt Securities may be effected only by surrender of the old certificate
representing such Certificated Debt Securities and either reissuance by NIKE
or the Trustee of the old certificate to the new Holder or the issuance by
NIKE or the Trustee of a new certificate to the new Holder.
Global Debt Securities and Book-Entry System. Each Global Debt Security
representing Book-Entry Debt Securities will be deposited with, or on behalf
of, the Depository, and registered in the name of the Depository or a nominee
of the Depository. Except as set forth below, Book-Entry Debt Securities will
not be exchangeable for Certificated Debt Securities and will not otherwise be
issuable as Certificated Debt Securities.
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The procedures that the Depository has indicated it intends to follow
with respect to Book-Entry Debt Securities are set forth below.
Ownership of beneficial interests in Book-Entry Debt Securities will
be limited to persons that have accounts with the Depository for the related
Global Debt Security ("participants") or persons that may hold interests
through participants. Upon the issuance of a Global Debt Security, the
Depository will credit, on its book-entry registration and transfer system,
the participants' accounts with the respective principal amounts of the
Book-Entry Debt Securities represented by such Global Debt Security
beneficially owned by such participants. The accounts to be credited shall
be designated by any dealers, underwriters or agents participating in the
distribution of such Book-Entry Debt Securities. Ownership of Book-Entry Debt
Securities will be shown on, and the transfer of such ownership interests will
be effected only through, records maintained by the Depository for the related
Global Debt Security (with respect to interests of participants) and on the
records of participants (with respect to interests of persons holding through
participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to own, transfer or pledge
beneficial interests in Book-Entry Debt Securities.
So long as the Depository for a Global Debt Security, or its nominee,
is the registered owner of such Global Debt Security, such Depository or
such nominee, as the case may be, will be considered the sole owner or holder
of the Book-Entry Debt Securities represented by such Global Debt Security for
all purposes under the Indenture. Except as set forth below, owners of Book-
Entry Debt Securities will not be entitled to have such securities registered
in their names, will not receive or be entitled to receive physical delivery
of a certificate in definitive form representing such securities and will not
be considered the owners or holders thereof under the Indenture. Accordingly,
each person owning Book-Entry Debt Securities must rely on the procedures of
the Depository for the related Global Debt Security and, if such person is not
a participant, on the procedures of the participant through which such person
owns its interest, to exercise any rights of a holder under the Indenture.
The Company understands, however, that under existing industry practice,
the Depository will authorize the persons on whose behalf it holds a Global
Debt Security to exercise certain rights of holders of Debt Securities, and
the Indenture provides that the Company, the Trustee and their respective
agents will treat as the holder of a Debt Security the persons specified in a
written statement of the Depository with respect to such Global Debt Security
for purposes of obtaining any consents or directions required to be given by
holders of the Debt Securities pursuant to the Indenture. (Indenture Section
2.14.6)
Payments of principal, premium, if any, and interest on Book-Entry
Debt Securities will be made to the Depository or its nominee, as the case
may be, as the registered holder of the related Global Debt Security.
(Indenture Section 2.14.5) None of NIKE, the Trustee or any other agent of
NIKE or agent of the Trustee will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests in such Global Debt Security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
NIKE expects that the Depository, upon receipt of any payment of
principal, premium, if any, or interest on a Global Debt Security, will
immediately credit participants' accounts with payments in amounts
proportionate to the respective amounts of Book-Entry Debt Securities held
by each such participant as shown on the records of such Depository. NIKE
also expects that payments by participants to owners of beneficial interests
in Book-Entry Debt Securities held through such participants will be governed
by standing customer instructions and customary practices, as is now the case
with the securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of such
participants.
If the Depository is at any time unwilling or unable to continue as
Depository or ceases to be a clearing agency registered under the Exchange Act,
and a successor Depository registered as a clearing agency under the Exchange
Act is not appointed by NIKE within 90 days, NIKE will issue Certificated Debt
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Securities in exchange for each Global Debt Security. In addition,
NIKE may at any time and in its sole discretion determine not to have
any of the Book-Entry Debt Securities represented by one or more
Global Debt Securities and, in such event, will issue Certificated Debt
Securities issued in exchange for a Global Debt Security or Securities.
Global Debt Securities will also be exchangeable for Certificated Debt
Securities if an Event of Default with respect to the Book Entry Debt
Securities represented by such Global Debt Securities has occurred and is
continuing. Any Certificated Debt Securities issued in exchange for a Global
Debt Security will be registered in such name or names as the Depository
shall instruct the Trustee. It is expected that such instructions will be
based upon directions received by the Depository from participants with
respect to ownership of Book-Entry Debt Securities relating to such Global
Debt Security.
The foregoing information in this section concerning the Depository and
the Depository's Book-Entry System has been obtained from sources the Company
believes to be reliable, but the Company takes no responsibility for the
accuracy thereof.
No Protection In the Event of a Change of Control
Unless otherwise set forth in the Prospectus Supplement, the
Debt Securities will not contain any provisions which may afford holders
of the Debt Securities protection in the event of a change in control of
NIKE or in the event of a highly leveraged transaction (whether or not
such transaction results in a change in control of NIKE).
Covenants
Unless otherwise set forth in the Prospectus Supplement and in a
supplement or an amendment to the Indenture or an Officers' Certificate
delivered pursuant thereto, and except as set forth below, the Debt
Securities will not contain any restrictive covenants, including covenants
restricting NIKE or any of its subsidiaries from incurring, issuing, assuming
or guarantying any indebtedness secured by a lien upon any property or shares
of capital stock of NIKE or any subsidiary, or restricting NIKE or any
subsidiary from entering into any sale and leaseback transactions.
Consolidation, Merger and Sale of Assets
NIKE may not consolidate with or merge into, or convey, transfer or
lease all or substantially all of its properties and assets to, any Person
(a "successor Person"), and may not permit any Person to merge into, or
convey, transfer or lease its properties and assets substantially as an
entirety to, NIKE, unless (I) the successor Person (if any) is a corporation,
partnership, trust or other entity organized and validly existing under the
laws of any U.S. domestic jurisdiction and expressly assumes NIKE's
obligations on the Debt Securities and under the Indenture, (ii) immediately
after giving effect to the transaction, no Event of Default, and no event
which, after notice or lapse of time, or both, would become an Event of
Default, shall have occurred and be continuing under the Indenture and
(iii) certain other conditions are met. (Indenture Section 5.1)
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Events of Default
The following will be Events of Default under the Indenture with
respect to Debt Securities of any series: (a) default in the payment
of any interest upon any Debt Security of that series when it becomes
due and payable, and continuance of such default for a period of 30 days
(unless the entire amount of such payment is deposited by NIKE with the
Trustee or with a paying agent prior to the expiration of such period of 30
days); (b) default in the payment of principal of or premium, if any, on any
Debt Security of that series when due and payable; (c) default in the deposit
of any sinking fund payment, when and as due in respect of any Debt Security
of that series; (d) default in the performance or breach of any other covenant
or warranty of NIKE in the Indenture (other than a covenant or warranty that
has been included in the Indenture solely for the benefit of a series of Debt
Securities other than that series), which default continues uncured for a
period of 60 days after written notice to NIKE by the Trustee or to NIKE and
the Trustee by the holders of at least 25% in principal amount of the
outstanding Debt Securities of that series as provided in the Indenture;
(e) unless the terms of such series otherwise provide, an event of default
under any Debt of NIKE (including a default with respect to Debt Securities
of any series other than that series) or any Subsidiary, whether such Debt
now exists or shall hereafter be created, if (A) such default results from
the failure to pay any such Debt when it becomes due, (B) the principal
amount of such Debt, together with the principal amount of any other such
Debt in default for failure to pay principal at stated final maturity or
the maturity of which has been so accelerated, aggregates $100 million or
more at any one time outstanding and (C) such Debt is not discharged or
such acceleration is not rescinded or annulled within 10 days after written
notice as provided in the Indenture; (f) certain events of bankruptcy,
insolvency or reorganization; and (g) any other Event of Default provided
with respect to Debt Securities of that series that is described in the
Prospectus Supplement accompanying this Prospectus. No Event of Default
with respect to a particular series of Debt Securities (except as to the
certain events in bankruptcy, insolvency or reorganization) necessarily
constitutes an Event of Default with respect to any other series of Debt
Securities. (Indenture 6.1). The occurrence of an Event of Default may
constitute an event of default under NIKE's bank credit agreements in
existence from time to time and under certain guaranties by NIKE of any
subsidiary indebtedness. In addition, the occurrence of certain Events of
Default or an acceleration under the Indenture may constitute an event of
default under certain other indebtedness of NIKE outstanding from time to
time.
If an Event of Default with respect to Debt Securities of any series at
the time outstanding occurs and is continuing, then in every such case the
Trustee or the holders of not less than 25% in principal amount of the
outstanding Debt Securities of that series may, by a notice in writing to NIKE
(and to the Trustee if given by the holders), declare to be due and payable
immediately the principal (or, if the Debt Securities of that series are
Discount Securities, such portion of the principal amount as may be specified
in the terms of that series) and premium, if any, of all Debt Securities of
that series. In the case of an Event of Default resulting from certain events
of bankruptcy, insolvency or reorganization, the principal (or such specified
amount) and premium, if any, of all outstanding Debt Securities shall
ipso facto become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any holder of outstanding Debt
Securities. At any time after a declaration of acceleration with respect to
Debt Securities of any series has been made, but before a judgment or decree
for payment of the money due has been obtained by the Trustee, the holders of
a majority in principal amount of the outstanding Debt Securities of that
series may, subject to NIKE having paid or deposited with the Trustee a sum
sufficient to pay overdue interest and principal which has become due other
than by acceleration and certain other conditions, rescind and annul such
acceleration if all Events of Default, other than the non-payment of
accelerated principal and premium, if any, with respect to Debt Securities
of that series, have been cured or waived as provided in the Indenture.
(Indenture Section 6.2) For information as to waiver of defaults see
the discussion set forth below under "Modification and Waiver". Reference
is made to the Prospectus Supplement relating to any series of Debt
Securities that are Discount Securities for the particular provisions
relating to acceleration of a portion of the principal amount of such
Discount Securities upon the occurrence of an Event of Default and the
continuation thereof.
The Indenture provides that the Trustee will be under no obligation
to exercise any of its rights or powers under the Indenture at the
request of any holder of outstanding Debt Securities, unless the
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Trustee receives indemnity satisfactory to it against any loss, liability
or expense. (Indenture Section 7.1(e)) Subject to certain rights of the
Trustee, the holders of a majority in principal amount of the outstanding
Debt Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee
with respect to the Debt Securities of that series. (Indenture Section 6.12)
No holder of any Debt Security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to the
Indenture or for the appointment of a receiver or trustee, or for any remedy
under the Indenture, unless such holder shall have previously given to the
Trustee written notice of a continuing Event of Default with respect to Debt
Securities of that series and unless also the holders of at least 25% in
principal amount of the outstanding Debt Securities of that series shall
have made written request, and offered reasonable indemnity, to the Trustee
to institute such proceeding as trustee, and the Trustee shall not have
received from the holders of a majority in principal amount of the
outstanding Debt Securities of that series a direction inconsistent with
such request and shall have failed to institute such proceeding within 60
days. (Indenture 6.7) Notwithstanding the foregoing, the holder of any
Debt Security will have an absolute and unconditional right to receive
payment of the principal of, premium, if any, and any interest on such Debt
Security on or after the due dates expressed in such Debt Security and to
institute suit for the enforcement of any such payment. (Indenture Section
6.8)
The Indenture requires NIKE, within 90 days after the end of each of
its fiscal years, to furnish to the Trustee a statement as to compliance
with the Indenture. (Indenture 4.3) The Indenture provides that the
Trustee may withhold notice to the holders of Debt Securities of any series
of any Default or Event or Default (except in payment on any Debt Securities
of such series) with respect to Debt Securities of such series if it in good
faith determines that withholding such notice is in the interest of the
holders of such Debt Securities. (Indenture Section 7.5)
Modification and Waiver
Modifications to, and amendments of, the Indenture may be made by NIKE
and the Trustee with the consent of the holders of at least a majority in
principal amount of the outstanding Debt Securities of each series affected
by such modifications or amendments; provided, however, that no such
modification or amendment may, without the consent of the holder of each
outstanding Debt Security affected thereby: (a) change the amount of Debt
Securities whose holders must consent to an amendment or waiver; (b) reduce
the rate of or extend the time for payment of interest (including default
interest) on any Debt Security; (c) reduce the principal or premium, if any,
or change the fixed maturity of any Debt Security or reduce the amount of, or
postpone the date fixed for, the payment of any sinking fund or analogous
obligation with respect to any series of Debt Securities; (d) reduce the
amount principal of Discount Securities payable upon acceleration of the
maturity thereof; (e) waive a default in the payment of the principal of,
premium, if any, or interest, if any, on any Debt Security (except a
rescission of acceleration of the Debt Securities of any series by the
holders of at least a majority in aggregate principal amount of the then
outstanding Debt Securities of such series and a waiver of the payment
default that resulted from such acceleration); (f) make the principal of
or premium, if any, or interest, if any, on any Debt Security payable in
currency other than that stated in the Debt Security; (g) make any change
to certain provisions of the Indenture relating to, among other things, the
right of holders of Debt Securities to receive payment of the principal,
premium, if any, and interest on such Debt Securities and to institute suit
for the enforcement of any such payment and to waivers or amendments; or (h)
waive a redemption payment with respect to any Debt Security or change any of
the provisions with respect to the redemption of any Debt Securities.
(Indenture Section 9.3)
The holders of at least a majority in principal amount of the outstanding
Debt Securities of any series may on behalf of the holders of all Debt
Securities of that series waive, insofar as that series is concerned,
compliance by NIKE with provisions of the Indenture other than certain
specified provisions. (Indenture 9.2) The holders of a majority in
principal amount of the outstanding Debt Securities of any series may
on behalf of the holders of all the Debt Securities of such
series waive any past default under
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the Indenture with respect to such series and its consequences, except a
default in the payment of the principal of, premium, if any, or any
interest on any Debt Security of that series or in respect of a provision
which under the Indenture cannot be modified or amended without the consent
of the holder of each outstanding Debt Security of that series affected.
(Indenture Section 6.13)
Defeasance of Debt Securities and Certain Covenants in Certain Circumstances
Legal Defeasance. The Indenture provides that NIKE may be discharged
from any and all obligations in respect of the Debt Securities of any series
(except for certain obligations to register the transfer or exchange of Debt
Securities of such series, to replace stolen, lost or mutilated Debt
Securities of such series, and to maintain paying agencies and certain
provisions relating to the treatment of funds held by paying agents) upon the
deposit with the Trustee, in trust, of money and/or U.S. Government
Obligations or, in the case of Debt Securities denominated in a single
currency other than U.S. Dollars, Foreign Government Obligations, that,
through the payment of interest and principal in respect thereof in accordance
with their terms, will provide money in an amount sufficient in the opinion of
a nationally recognized firm of independent public accountants to pay and
discharge each installment of principal (and premium, if any) and interest, if
any, on and any mandatory sinking fund payments in respect of the Debt
Securities of such series on the stated maturity of such payments in
accordance with the terms of the Indenture and such Debt Securities. Such
discharge may occur only if, among other things, NIKE has received from, or
there has been published by, the United States Internal Revenue Service a
ruling, or, since the date of execution of the Indenture, there has been a
change in the applicable United States federal income tax law, in either case
to the effect that holders of the Debt Securities of such series will not
recognize income, gain or loss for United States federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject to
United States federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such deposit, defeasance and
discharge had not occurred. (Indenture Section 8.3)
Defeasance of Certain Covenants. The Indenture provides that unless
otherwise provided by the terms of the applicable series of Debt Securities,
upon compliance with certain conditions, (i) NIKE may omit to comply with
the restrictive covenants contained in Sections 4.2 (except as to corporate
existence), 4.3 through 4.6 and Section 5.1 of the Indenture, as well as
any additional covenants contained in a supplement or an amendment to the
Indenture or an Officers' Certificate delivered pursuant thereto; and
(ii) Events of Default under Section 6.1(e) shall be inapplicable to such
series. The conditions include: the deposit with the Trustee of money and/or
U.S. Government Obligations or, in the case of Debt Securities denominated in
a single currency other than U.S. Dollars, Foreign Government Obligations,
that, through the payment of interest and principal in respect thereof in
accordance with their terms, will provide money in an amount sufficient in
the opinion of a nationally recognized firm of independent public accountants
to pay principal, premium, if any, and interest, if any, on and any mandatory
sinking fund payments in respect of the Debt Securities of such series on the
stated maturity of such payments in accordance with the terms of the Indenture
and such Debt Securities; and the delivery to the Trustee of an opinion of
counsel to the effect that the holders of the Debt Securities of such series
will not recognize income, gain or loss for United States federal income tax
purposes as a result of such deposit and related covenant defeasance and will
be subject to United States federal income tax in the same amount and in the
same manner and at the same times as would have been the case if such deposit
and related covenant defeasance had not occurred. (Indenture Section 8.4)
Defeasance and Events of Default. In the event NIKE exercises its option
to omit compliance with certain covenants of the Indenture with respect to any
series of Debt Securities and the Debt Securities of such series are declared
due and payable because of the occurrence of any Event of Default, the amount
of money and/or U.S. Government Obligations or Foreign Government Obligations
on deposit with the Trustee will be sufficient to pay amounts due on the Debt
Securities of such series at the time of their stated maturity but may not be
sufficient to pay amounts due on the Debt Securities of such series at the
time of the acceleration resulting from such Event of Default. However, NIKE
shall remain liable for such payments.
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"Foreign Government Obligations" means, with respect to Debt Securities
of any series that are denominated in a currency other than U.S. Dollars, (i)
direct obligations of the government that issued or caused to be issued such
currency for the payment of which obligations its full faith and credit is
pledged or (ii) obligations of a Person controlled or supervised by or acting
as an agency or instrumentality of such government the timely payment of which
is unconditionally guaranteed as a full faith and credit obligation by such
government, which, in either case under clauses (i) or (ii), are not callable
or redeemable at the option of the issuer thereof.
Governing Law
The Indenture and the Debt Securities will be governed by, and construed
in accordance with, the internal laws of the State of New York. (Indenture
Section 10.10)
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PLAN OF DISTRIBUTION
NIKE may sell Debt Securities to or through underwriters and also may
sell Debt Securities directly to other purchasers or through agents.
The distribution of the Debt Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed,
or at market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices.
In connection with the sale of Debt Securities, underwriters may receive
compensation from NIKE or from purchasers of Debt Securities for whom they
may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Debt Securities to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate
in the distribution of Debt Securities may be deemed to be underwriters under
the Securities Act, and any discounts or commissions received by them from NIKE
and any profit on the resale of Debt Securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Any such
underwriter or agent will be identified, and any compensation received from
NIKE will be described, in the Prospectus Supplement.
NIKE may enter into agreements under which underwriters and agents who
participate in the distribution of Debt Securities may be entitled to
indemnification by NIKE against certain liabilities, including liabilities
under the Securities Act.
LEGAL MATTERS
The validity of the Debt Securities will be passed upon for NIKE by Latham
& Watkins, San Francisco, California and by Paul J. Kelly, Jr., Esq., General
Counsel of NIKE.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Company's Current Report on Form 8-K dated September 16, 1996
have been so incorporated in reliance upon the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this Pro-
spectus or any Prospectus Supplement, including, without limitation, statements
containing the words "believes", "anticipates", "expects" and words of similar
import, constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
that may cause the actual results, performance or achievements of NIKE, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward- looking
statements. Such factors include, among others, the following: international
national and local general economic and market conditions; demographic changes;
the size and growth of the overall athletic market or the footwear or apparel
segments thereof; the ability of NIKE to sustain, manage or forecast its
growth; the size, timing and mix of purchases of NIKE's products; new product
development and introduction; changes in consumer preferences; existing
government regulations and changes in, or the failure to comply with,
government regulations; adverse publicity; dependence on distributors;
liability and other claims asserted against NIKE; competition; the loss of
significant customers or
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suppliers; fluctuations and difficulty
in forecasting operating results, including, without limitation, the fact that
futures orders may not be indicative of future revenues; changes in business
strategy or development plans; business disruptions; general risks associated
with doing business outside of the United States, including, without
limitation, import duties, tariffs, quotas and political instability; the
ability to attract and retain qualified personnel; the ability to protect
trademarks, patents and other intellectual property; the use of proceeds from
the offering; and other factors referenced or incorporated by reference in this
Prospectus or any Prospectus Supplement. Given such uncertainties, prospective
investors are cautioned not to place undue reliance on such forward-looking
statements. NIKE disclaims any obligation to update any such factors or to
publicly announce the results of any revisions to any of the forward-looking
statements contained or incorporated by reference herein to reflect future
events or developments.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Capitalized terms used but not defined in Part II have the meanings
ascribed to them in the Prospectus contained in this Registration Statement.
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth an estimate of expenses to be incurred by
the Company in connection with the issuance and distribution of the securities
offered hereby.
Securities and Exchange Commission registration fee............ $151,515
Blue Sky fees and expenses.................................... *
Legal fees and disbursements.................. ............... *
Rating agency fees............................................ *
Printing and engraving expenses............................... *
Accounting fees and expenses.................................. *
Trustee's fees................................................ *
Miscellaneous................................................. *
_________
TOTAL.........................................................$ *
=========
________________
*To be supplied by amendment.
Item 15. Indemnification of Directors and Officers.
The Oregon Business Corporation Act (the "OBCA") permits a corporation
to include in its articles of incorporation a provision indemnifying a
director if (a) the conduct of the individual was in good faith; (b) the
individual reasonably believed that the individual's conduct was in the best
interests of the corporation, or at least not opposed to its best interests;
and (c) in the case of any criminal proceeding, the individual had no
reasonable cause to believe the individual's conduct was unlawful. In
addition, the OBCA provides that, unless limited by its articles of
incorporation, a corporation shall indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which the director was a party because of being a director of the corporation
against reasonable expenses incurred by the director in connection with the
proceedings. The Company's articles of incorporation do not limit such right
of indemnification. Section 60.411 of the OBCA also provides that a
corporation has the power to purchase and maintain insurance on behalf of an
individual against any liability asserted against or incurred by the
individual who is or was a director, officer, employee or agent of the
corporation or who, while a director, officer, employee or agent of the
corporation, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, even if the corporation had no power to indemnify the
individual against such liability under the provisions of Sections 60.391 or
60.394.
Article VIII of the Restated Articles of Incorporation of the Company
provides as follows:
A. The Corporation shall have the power to indemnify to the fullest
extent not prohibited by law any person who is made or threatened to
be made a party to, witness in, or otherwise involved in, any action,
suit or proceeding, whether civil, criminal, administrative,
investigative, legislative, formal or informal, internal or external
or otherwise (including an action, suit or proceeding by or in the
right of the Corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the Corporation or
a fiduciary within the meaning of the Employee Retirement Income
Security Act of 1974 with respect to any employee benefit plan of
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the Corporation, or serves or served at the request of the Corporation
as a director, officer, employee or agent or as a fiduciary of an
employee benefit plan, of another corporation, partnership, joint
venture, trust, or other enterprise. Any indemnification provided
pursuant to this Article VIII shall not be exclusive of any rights
to which the person indemnified may otherwise be entitled under any
articles of incorporation, bylaw, agreement, statute, policy of
insurance, vote of shareholders or Board of Directors, or
otherwise, which exists at or subsequent to the time such person
incurs or becomes subject to such liability and expense.
B. To the fullest extent not prohibited by law, no director of
the Corporation shall be personally liable to the Corporation or
its shareholders for monetary damages for conduct as a director.
No amendment or repeal of this Article VIII, nor the adoption of
any provision of these Restated Articles of Incorporation
inconsistent with this Article VIII, nor a change in the law,
shall adversely affect any right or protection that is based upon
this Paragraph B and pertains to conduct that occurred prior to
the time of such amendment, repeal, adoption or change. No
change in the law shall reduce or eliminate the rights and
protections set forth in this Paragraph B unless the change in
the law specifically requires such reduction or elimination. If
the Oregon Business Corporation Act is amended after this Article
VIII becomes effective to authorize corporate action further
eliminating or limiting the personal liability of directors of
the Corporation, then the liability of directors of the
Corporation shall be eliminated or limited to the fullest
extent not prohibited by the Oregon Business Corporation Act
as so amended.
Article 9 of the Company's Third Restated Bylaws (the "Company's Bylaws")
provides for indemnification of the Company's officers and directors to the
fullest extent permitted by law. However, the Company is not obligated to
make any indemnification in connection with (i) any claim made against any
director or officer for which payment is required to be made to or on behalf
of the director or officer under any insurance policy, except with respect to
any excess amount to which the director or officer is entitled beyond the
amount of payment under such insurance policy, or (ii) any proceeding
initiated by the director or officer, or any proceeding by the director or
officer against the Company or its directors, officers, employees or other
persons entitled to be indemnified by the Company, unless the Company is
expressly required by law to make the indemnification or certain other
requirements are met. Article 9, Section (k) of the Company's Bylaws provides
that the Company may purchase insurance on behalf of any person required or
permitted to be indemnified pursuant to Article 9 upon approval by the
Company's Board of Directors.
The Company has entered into indemnity agreements with all directors and
executive officers of the Company relating to their positions as such. The
agreements provide generally that the Company will indemnify the party thereto
for liability arising from third-party proceedings, for proceedings by or in
the right of the Company and otherwise to the fullest extent not prohibited by
law, subject to certain exclusions. The Company also maintains liability
insurance for directors and officers of the Company acting within their
capacities as such.
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Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
Exhibit
Number Document Description
*4.01 Form of Indenture
*5.01 Opinion of Paul J. Kelly, Jr., Esq. as to validity of Debt Securities
*5.02 Opinion of Latham & Watkins as to validity of Debt Securities
12.01 Statement of Computation of Ratios of Earnings to Fixed Charges
23.01 Consent of Price Waterhouse LLP
*23.02 Consent of Paul J. Kelly, Jr., Esq. (contained in Exhibit 5.01)
*23.03 Consent of Latham & Watkins (contained in Exhibit 5.02)
24.01 Power of Attorney (contained in signature page hereto)
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate. represent a fundamental change in the information set forth in
the registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby also undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the undersigned registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
(e) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the trustee
to act under subsection (a) of section 310 of the Trust Indenture Act (the
"TIA") in accordance with the rules and regulations prescribed by the
Commission under section 305(b)(2) of the TIA.
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SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Beaverton, State of Oregon, on the
12th day of November 1996.
NIKE, Inc., an Oregon corporation, and each person whose signature appears
below, constitutes and appoints Philip H. Knight, Robert S. Falcone and Lindsay
D. Stewart, and each of them, with full power to act without the other, such
person's true and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement, and any and all amendments
thereto (including post-effective amendments), and to file the same, with
exhibits and schedules thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and perform each and
every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, thereby ratifying and confirming all that said attorneys-in-fact, or
any of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
NIKE, Inc.
By: /s/ Philip H. Knight
Philip H. Knight
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Philip H. Knight Chairman of the Board and November 12, 1996
Philip H. Knight Chief Executive Officer
(Principal Executive Officer
/s/ Robert S. Falcone Chief Financial Officer November 12, 1996
Robert S. Falcone (Principal Financial and
Accounting Officer)
/s/ William J. Bowerman Director November 12, 1996
William J. Bowerman
II-5
<PAGE>
/s/ Thomas E. Clarke Director November 12, 1996
Thomas E. Clarke
/s/ Jill K. Conway Director November 12, 1996
Jill K. Conway
/s/ Ralph D. DeNunzio Director November 12, 1996
Ralph D. DeNunzio
/s/ Richard K. Donahue Director November 12, 1996
Richard K. Donahue
/s/ Delbert J. Hayes Director November 12, 1996
Delbert J. Hayes
/s/ Douglas G. Houser Director November 12, 1996
Douglas G. Houser
/s/ John E. Jaqua Director November 12, 1996
John E. Jaqua
/s/ Kenichi Ohmae Director November 12, 1996
Kenichi Ohmae
/s/ Charles W. Robinson Director November 12, 1996
Charles W. Robinson
/s/ A. Michael Spence Director November 12, 1996
A. Michael Spence
/s/ John R. Thompson, Jr. Director November 12, 1996
John R. Thompson, Jr.
II-6
<PAGE>
Exhibit 12.01
Statement of Computation of Ratios of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Fiscal Year Ended May 31,
_______________________________________________________________
<S> <C> <C> <C> <C> <C>
1992 1993 1994 1995 1996
(in thousands)
Net income $329,218 $365,016 $298,794 $399,664 $553,190
Income taxes 192,600 229,500 191,800 250,200 345,900
________ ________ ________ ________ ________
Income before income taxes 521,818 594,516 490,594 649,864 899,090
________ ________ ________ ________ ________
Add fixed charges:
Interest expense (A) 31,301 26,506 15,552 24,469 40,356
Interest component of leases (B) 7,978 11,065 12,559 14,502 17,494
_______ ________ ________ ________ ________
Total fixed charges 39,279 37,571 28,111 38,971 57,850
_______ ________ ________ ________ ________
Earnings before income taxes
and fixed charges (C) $560,461 $631,320 $518,435 $688,574 $956,082
======== ======== ======== ======== ========
Ratio of earnings to fixed charges 14.27 16.80 18.44 17.67 16.53
===== ===== ===== ===== =====
</TABLE>
(A) Interest expense includes both expensed and capitalized.
(B) Interest component of leases includes one-third of rental expense, which
approximates the interest component of operating leases.
(C) Earnings before income taxes and fixed charges is exclusive of capitalized
interest.
<PAGE>
Exhibit 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 of our report
dated July 3, 1996, except as to Note 16, which is as of September 24, 1996,
appearing in NIKE, Inc.'s Current Report of Form 8-K dated September 16, 1996.
We also consent to the reference to us under the heading "Experts" and
"Selected Financial Data" in the Prospectus. However, it should be noted that
Price Waterhouse LLP has not prepared or certified such "Selected Financial
Data".
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Portland, Oregon
November 12, 1996
<PAGE>
