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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED MAY 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM
TO .
COMMISSION FILE NO. 1-10635
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NIKE, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C>
OREGON 93-0584541
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
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ONE BOWERMAN DRIVE
BEAVERTON, OREGON 97005-6453
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (503) 671-6453
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SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE ACT:
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(NAME OF EACH EXCHANGE
(TITLE OF EACH CLASS) ON WHICH REGISTERED)
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------------------------- ------------------------
Class B Common Stock New York Stock Exchange
Pacific Stock
Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE ACT:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
As of July 24, 1998, the aggregate market value of the Registrant's Class A
Common Stock held by nonaffiliates of the Registrant was $194,310,773 and the
aggregate market value of the Registrant's Class B Common Stock held by
nonaffiliates of the Registrant was $8,316,147,827.
As of July 24, 1998, the number of shares of the Registrant's Class A
Common Stock outstanding was 101,392,108 and the number of shares of the
Registrant's Class B Common Stock outstanding was 185,837,019.
DOCUMENTS INCORPORATED BY REFERENCE:
Parts of Registrant's Proxy Statement dated August 13, 1998 for the annual
meeting of shareholders to be held on September 23, 1998 are incorporated by
reference into Part III of this Report.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of this chapter) is not contained herein, and
will not be contained to the best of Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]
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The undersigned registrant hereby amends the following
portions of its Annual Report on Form 10-K for the fiscal year
ended May 31, 1998 as set forth below:
REPORT OF INDEPENDENT ACCOUNTANTS is amended to read as follows:
REPORT OF INDEPENDENT ACCOUNTANTS
Portland, Oregon
June 30, 1998
To the Board of Directors and
Shareholders of NIKE, Inc.
In our opinion, the accompanying consolidated financial statements listed
in the index appearing under Item 14(a)(1) and (2) on page 41 present fairly, in
all material respects, the financial position of NIKE, Inc. and its subsidiaries
at May 31, 1998 and 1997, and the results of their operations and their cash
flows for each of the three years in the period ended May 31, 1998, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
/s/ PricewaterhouseCoopers LLP
22
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PART IV, ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K., 3. EXHIBITS (b) is amended to read as
follows:
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:
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FORM 10-K
PAGE NO.
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1. FINANCIAL STATEMENTS:
Report of Independent Accountants........................... 22
Consolidated Statement of Income for each of the three years
ended May 31, 1998.......................................... 23
Consolidated Balance Sheet at May 31, 1998 and 1997......... 24
Consolidated Statement of Cash Flows for each of the three
years ended May 31, 1998.................................... 25
Consolidated Statement of Shareholders' Equity for each of
the three years ended May 31, 1998........................ 26
Notes to Consolidated Financial Statements.................. 27
2. FINANCIAL STATEMENT SCHEDULES:
II--Valuation and Qualifying Accounts....................... F-1
IX--Short-Term Borrowings................................... F-2
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All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
41
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NIKE, INC.
Date: March 5, 1999 By: /s/ PHILIP H. KNIGHT
------------------------------
PHILIP H. KNIGHT,
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
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SIGNATURE TITLE DATE
--------- ----- ----
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PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:
/s/ PHILIP H. KNIGHT Chairman of the Board March 5, 1999
-------------------------------------------------------- and Chief Executive
PHILIP H. KNIGHT Officer
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ ROBERT E. HAROLD Interim Chief Financial March 5, 1999
-------------------------------------------------------- Officer
ROBERT E. HAROLD
DIRECTORS:
/s/ WILLIAM J. BOWERMAN Director March 5, 1999
--------------------------------------------------------
WILLIAM J. BOWERMAN
/s/ THOMAS E. CLARKE Director March 5, 1999
--------------------------------------------------------
THOMAS E. CLARKE
/s/ JILL K. CONWAY Director March 5, 1999
--------------------------------------------------------
JILL K. CONWAY
/s/ RALPH D. DENUNZIO Director March 5, 1999
--------------------------------------------------------
RALPH D. DENUNZIO
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SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ RICHARD K. DONAHUE Director March 5, 1999
--------------------------------------------------------
RICHARD K. DONAHUE
/s/ DELBERT J. HAYES Director March 5, 1999
--------------------------------------------------------
DELBERT J. HAYES
/s/ DOUGLAS G. HOUSER Director March 5, 1999
--------------------------------------------------------
DOUGLAS G. HOUSER
/s/ JOHN E. JAQUA Director March 5, 1999
--------------------------------------------------------
JOHN E. JAQUA
/s/ KENICHI OHMAE Director March 5, 1999
--------------------------------------------------------
KENICHI OHMAE
/s/ CHARLES W. ROBINSON Director March 5, 1999
--------------------------------------------------------
CHARLES W. ROBINSON
/s/ A. MICHAEL SPENCE Director March 5, 1999
--------------------------------------------------------
A. MICHAEL SPENCE
/s/ JOHN R. THOMPSON, JR. Director March 5, 1999
--------------------------------------------------------
JOHN R. THOMPSON, JR.
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