SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 10, 1996
NIKE, INC.
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(Exact Name of Registrant as Specified in Charter)
Oregon 1-10635 93-0584541
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(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
One Bowerman Drive, Beaverton, Oregon 97005
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(Address of Principal Executive Offices) (Zip Code)
(503) 671-6453
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
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On November 12, 1996, NIKE, Inc. (the "Company") filed a Registration
Statement on Form S-3 (File No. 333-15953), as amended by Amendment No.1 thereto
filed on November 26, 1996 (collectively, the "Registration Statement"),
relating to the registration under the Securities Act of 1933, as amended, of up
to $500 million aggregate principal amount of the Company's debt securities.
The Registration Statement was declared effective on November 29, 1996.
On December 10, 1996, the Company entered into a Pricing Agreement (a
copy of which is attached hereto as Exhibit 1.1) with Goldman, Sachs & Co.,
Salomon Brothers Inc, Lehman Brothers Inc., and Merrill Lynch, Pierce Fenner &
Smith Incorporated (collectively, the "Underwriters") pursuant to which the
Company agreed to issue and sell and the Underwriters agreed, subject to certain
conditions, to purchase $200 million aggregate principal amount of 6-3/8% Notes
Due December 1, 2003 (the "Notes") at a purchase price of $197,900,000 plus
accrued interest from December 1, 1996.
In connection with the issuance of the Notes on December 13, 1996,
pursuant to an Indenture among the Company and The First National Bank of
Chicago (the form of which was filed as an exhibit to the Registration
Statement), the Company delivered an Officers' Certificate (the form of which is
attached hereto as Exhibit 4.1) setting forth the terms of the Notes.
Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits.
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(c) The following exhibits are filed as part of this Report:
1.1 Pricing Agreement dated December 10, 1996 among NIKE, Inc. and
Goldman, Sachs & Co., Salomon Brothers Inc, Lehman Brothers Inc.,
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, together
with Underwriting Agreement Terms and Conditions but excluding
Annex II.
4.1 Officers' Certificate pursuant to the Indenture, dated as of
December 13, 1996, between NIKE, Inc. and The First National Bank
of Chicago, as Trustee, setting forth the terms of NIKE, Inc.'s
Notes entitled "6-3/8% Notes Due December 1, 2003" (the "Notes"),
without annexes.
4.2 Form of Note.
12.1 Computation of Ratio of Earnings to Fixed Charges.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 16, 1996
NIKE, Inc.
By: /s/ Robert S. Falcone
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Name: Robert S. Falcone
Title: Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
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1.1 Pricing Agreement dated December 10, 1996 among NIKE, Inc. and
Goldman, Sachs & Co., Salomon Brothers Inc, Lehman Brothers Inc., and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, together with
Underwriting Agreement Terms and Conditions but excluding Annex II.
4.1 Officers' Certificate pursuant to the Indenture, dated as of December
13, 1996, between NIKE, Inc. and The First National Bank of Chicago,
as Trustee, setting forth the terms of NIKE, Inc.'s Notes entitled
"6-3/8% Notes Due December 1, 2003" (the "Notes"), without annexes.
4.2 Form of Note.
12.1 Computation of Ratio of Earnings to Fixed Charges.