8-K

 
 
 
                    SECURITIES AND EXCHANGE COMMISSION 
                          Washington, D.C. 20549 
 
 
                                 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) February 9, 1995 
 
                                 NIKE, INC. 
             (Exact name of registrant as specified in its charter) 
 
 
         Oregon                   1-10635                93-0584541 
(State of incorporation)      (Commission File         (IRS Employer 
                                   Number)            Identification 
No.) 
 
 One Bowerman Drive, Beaverton, Oregon                    97005-6453 
(Address of principal executive offices)                   (Zip Code) 
 
 
                               (503) 671-6453 
             (Registrant's telephone number, including area code) 
 
 
Item 2.     ACQUISITION OR DISPOSITION OF ASSETS. 
 
     On February 9, 1995, NIKE, Inc. ("NIKE") purchased 99.969% of 
the outstanding shares of common stock (the "Shares") of Canstar 
Sports Inc., a Canadian corporation ("Canstar").  The purchase was 
effected through an offer by NIKE to the shareholders of Canstar to 
purchase all of the 20,470,991 outstanding Shares at a 
price of US$19.88 (Can.$27.50) cash per share, for an aggregate 
purchase price of US$407 million.  The source of the funds used for 
the acquisition was cash held by NIKE.  NIKE will commence proceedings 
in accordance with applicable law that will allow it to acquire the 
balance of the Shares.  Canstar manufactures and distributes skating 
and hockey equipment, and will continue to do so. 
 
Item 5.  OTHER EVENTS 
 
The Registrant issued the following press release on February 9, 
1995  
 
 BEAVERTON, OR -- February 9, 1995 -- NIKE, Inc. (NYSE:NKE) 
today announced that it has taken up all of the common shares 
of Canstar Sports Inc. deposited under its tender offer.  The 
completion of the offer is scheduled for Monday, February 13, 
1995.  Upon completion of the offer, NIKE will own, directly or 
indirectly, approximately 95% of the outstanding shares of 
Canstar. 
 
NIKE  also announced that it will commence proceedings in 
accordance with applicable law that will allow it to acquire 
the balance of the shares and that documentation giving effect 
to those proceedings would be mailed shortly to Canstar's 
remaining shareholders. 
 
NIKE's Chairman and CEO, Philip H. Knight, said, "I am pleased 
that the vast majority of the Canstar shareholders recognized 
the fairness of our offer.  We believe this strategic 
acquisition will significantly benefit both the NIKE  and 
Canstar brands, and we look forward to building upon Canstar's 
successes to date as it joins the NIKE family." 
 
Canstar manufactures and distributes ice skates under the Bauer, 
Micron, Mega, Daoust and Lange brand names; in-line roller 
skates and protective gear under the Bauer brand name; Cooper 
and Flak hockey protective equipment; Cooper and Bauer hockey 
sticks; Bauer hockey jerseys and accessories; and Tuuk, ICM and 
John Wilson skate blades.  Canstar also offers a full selection 
of products for street, roller and field hockey.  Canstar Sports 
Inc. is listed on The Toronto Stock Exchange and The Montreal 
Exchange (HKY), and is quoted on the NASDAQ national market 
(HKYIF) in the U.S. 
 
NIKE, Inc., based in Beaverton, Oregon, is the world's leading 
designer and marketer of authentic athletic footwear, apparel 
and accessories for a wide variety of sports and fitness 
activities.  The company also markets a line of high-quality 
men's and women's dress and casual shoes through its Cole Haan 
subsidiary based in Yarmouth, Maine and a full range of licensed 
headwear through its Sports Specialties subsidiary based in 
Irvine, California.  Total revenues for the trailing twelve 
months ended November 30, 1994, were $4.1 billion. 
 
Item 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION 
            AND EXHIBITS 
 
     Except for the financial statements described below, at the 
time of this report it was impractical to provide the financial 
statements and pro forma financial information of Canstar Sports 
Inc. required by Items 7(a) and (c).  The required financial 
statements and pro forma financial information will be filed on 
or before April 25, 1995. 
 
     (a)  Financial Statements of Businesses Acquired. 
 
     Financial statements for Canstar Sports Inc. for the fiscal 
year ended December 31, 1993 are incorporated by reference from 
Form 40-F Annual Report of Canstar Sports Inc. filed with the 
Securities Exchange Commission on or about June 30, 1994. 
 
     (c)  Exhibits. 
 
          2.1  Business Combination Agreement dated January 5, 
               1995 between NIKE, Inc. and Canstar Sports Inc. 
               incorporated by reference from Item 7 of the 
               Registrant's report on Form 8-K filed with the SEC on 
               January 20, 1995. 
 
          2.2  Lock Up Agreement dated December 15, 1994 
               between NIKE, Inc. and certain shareholders of 
               Canstar Sports Inc. incorporated by reference from 
               Item 7 of the Registrant's report on Form 8-K filed 
               with the SEC on January 20, 1995.
 
          2.3  Amendment to Lock Up Agreement dated February 10, 
               1995 between NIKE, Inc. and certain shareholders 
               of Canstar Sports, Inc. 
 
          2.4  Take Over Bid Offer and Circular dated January 6, 
               1995, incorporated by reference from Schedule 
               14D-1F filed with the SEC on or about January 6, 1995. 
 
 
SIGNATURES 
 
     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. 
 
 
                                  NIKE, Inc. 
                                  An Oregon Corporation 
 
                                  By:  /s/ Robert S. Falcone 
                                     _______________________ 
 
                                     Vice President, Chief 
                                     Financial Officer 
 

EX-2.3

 
 
Exhibit 2.3 
 
February 10, 1995 
 
 
VIA FACSIMILE TRANSMISSION 
 
Mr. and Mrs. Icaro Olivieri 
Norcim Holding B.V. 
161709 Canada Inc. 
101028 Canada Ltee 
161578 Canada Inc. 
(collectively, the "Original Parties") 
 
- - and - 
 
658425 Ontario Inc. 
 
Dear Sirs: 
 
Re:  Canstar Sports Inc. 
 
     Reference is made to the letter agreement (the "Lock-up Agreement") 
dated December 14, 1994 between NIKE, Inc. and the Original Parties 
respecting our acquisition of shares of Canstar Sports Inc. ("Canstar") 
both directly and through the purchase of various holding companies 
which own shares of Canstar, all as more particularly set forth in that 
agreement.  All capitalized terms used in the Lock-up Agreement and not 
otherwise defined in this letter agreement shall have the meanings 
ascribed to them in the Lock-up Agreement.  
 
     We are advised by the Principal Shareholders, 1617, 1615 and 658425 
Ontario Inc. ("Ontco") that: 
 
     (i)  the Principal Shareholders exercise control or direction 
over all of the outstanding shares of Ontco; and 
 
    (ii)  it is the intention of the Principal Shareholders to cause 
1617 and 1615 to transfer the outstanding shares of 1617 Subco and 1615 
Subco, respectively, owned by them to Ontco, and to cause Ontco to 
purchase such shares, with the result that prior to the Closing Date 
Ontco will own all of the outstanding shares of 1617 Subco and 1615 
Subco, other than the shares of such companies owned by NIKE 
Acquisition Inc.; 
 
and in reliance upon such advice we are entering into this letter 
agreement.  
 
     We are writing to confirm certain amendments to the Lock-up 
Agreement which have been requested by the Principal Shareholders, 
1617, 1615 and Ontco.  This letter agreement, although executed on the 
date set forth above, reflects agreements made between the parties with 
effect as of February 6, 1995. 
 
     1.     Paragraph 1.1 of the Lock-up Agreement is hereby amended 
by adding the following subparagraph (c): 
 
          "(c)  Prior to the Closing Date but following the  
transactions provided in paragraph 1.1(b), each of 1617 and 1615 
will transfer their respective holdings of shares of 1617 Subco 
and 1615 Subco to 658425 Ontario Inc., a company incorporated under 
the Business Corporations Act (Ontario) ("Ontco"), for common shares 
of Ontco having a fair market value equal to the fair market value 
of the shares of 1617 Subco and 1615 Subco transferred to Ontco.  
1617 and Ontco and 1615 and Ontco will, respectively, make the 
following elections under the Income Tax Act (Canada) and the Quebec 
Taxation Act in respect of such transfers: 
 
     (i)  1617 and Ontco shall make no election under the Income Tax 
Act with the result that the proceeds of disposition to 1617 of the 
transfer of the shares of 1617 Subco will be equal to the fair market 
value of such shares and for the purposes of section 518 of the Quebec 
Taxation Act 1617 and Ontco will jointly elect prior to the Closing 
Date to have the shares of 1617 Subco transferred for proceeds of 
disposition equal to the adjusted cost base to 1617 of such shares 
(being, for greater certainty, the same transfer price provided in 
paragraph 1.1(a)(i) plus the "safe income" amount capitalized pursuant 
to the transactions contemplated in paragraph 1.1(b)); and 
 
    (ii)  1615 and Ontco shall make no election under the Income Tax 
with the result that the proceeds of disposition to 1615 of the 
transfer of the shares of 1615 Subco will be equal to the fair market 
value of such shares and for the purposes of section 518 of the 
Quebec Taxation Act 1615 and Ontco will jointly elect prior to the 
Closing Date to have the shares of 1615 Subco transferred for proceeds 
of disposition equal to the adjusted cost base to 1615 of such shares 
(being, for greater certainty, the same transfer price provided in 
paragraph 1.1(a)(ii) plus the "safe income" amount capitalized pursuant 
to the transactions contemplated in paragraph 1.1(b))."   
 
     2.     Paragraph 1.4 of the Lock-up Agreement is hereby deleted 
and replaced with the following: 
 
"The expression, "Transferred Subsidiaries" means, collectively, 
1010, 1617 Subco and 1615 Subco and the expression "Vendors" means:  
(i) NBV in relation to 1010; and (ii) Ontco in relation to each of 
1617 Subco and 1615 Subco."  
 
     3.     The heading of paragraph 4.1 is hereby amended by adding, 
after the reference to "Principal Shareholders", a reference to "Ontco". 
In addition, paragraph 4.1(a) of the Lock-up Agreement is hereby 
deleted and replaced with the following: 
 
           (a)  the Principal Shareholders, 1617, 1615 and Ontco 
unconditionally and irrevocably agree that they will and that they 
will cause 1617 Subco and 1615 Subco to: 
 
     (i)     not sell, assign, convey or otherwise dispose of any of 
the outstanding shares of any of 1617, 1615, Ontco, 1617 Subco or 1
615 Subco except in the case of the transactions referred to in 
paragraph 1.1 or as otherwise provided in this Agreement;  
 
    (ii)     not permit the issuance by any of 1617, 1615, Ontco, 
1617 Subco or 1615 Subco of any securities of such companies or any 
rights to acquire securities of such companies, except in the case of 
the transactions referred to in paragraph 1.1 or as otherwise provided 
in this Agreement; 
 
   (iii)     not sell, assign, convey or otherwise dispose of any of 
the Shares or any right or privilege capable of becoming an agreement 
or option to purchase from any of 1617, 1615, Ontco, 1617 Subco or 
1615 Subco any of the Shares, except as provided in this Agreement". 
 
     4.     Paragraph 4.1(d) of the Lock-up Agreement is hereby amended 
by adding, after the reference to "Principal Shareholders" in the 
second line thereof, a reference to "Ontco".  
 
     5.     Paragraph 5.1 of the Agreement is hereby amended by adding, 
after the reference to "Principal Shareholders" in the first line 
thereof, a reference to "Ontco".  
 
     6.     The representations and warranties contained in subparagraph 
(a) of paragraph 6 of the Lock-up Agreement are hereby deleted and 
replaced with the following: 
 
          (a)     the Principal Shareholders, Ontco, 1615 and 1617 
hereby jointly and severally represent and warrant to us that: 
 
     (i)  Incorporation, etc. - each of 1615 and 1617 is a 
corporation duly incorporated and validly existing under the laws 
of Canada and Ontco is a corporation duly incorporated and validly 
existing under the laws of Ontario and each of such corporations has 
all requisite corporate power and authority to own its assets and to 
carry on its business as now being conducted and each of 1617 Subco 
and 1615 Subco will be on the Closing Date a corporation duly 
incorporated and validly existing under the laws of Canada and shall 
have all requisite corporate power and authority to own their 
respective assets and to carry on their respective business as then 
being conducted.  
 
    (ii)  Authority and Consents - each of the Principal Shareholders, 
Ontco, 1617 and 1615 has the requisite power and authority to enter 
into this Agreement and to carry out the transactions contemplated 
hereby.  The execution and delivery of this Agreement and the 
consummation of the transactions contemplated hereby have been 
consented to by all necessary parties, have been duly and validly 
authorized by all necessary corporate action on the part of Ontco, 
1617 and 1615 and no other corporate proceedings on the part of Ontco, 
1617 or 1615 are necessary to authorize this Agreement.  Except as has 
already been obtained, no consent of any court, governmental authority, 
beneficiary, co-trustee, spouse or other person is necessary for the 
execution, delivery and performance of this Agreement by the Principal 
Shareholders, Ontco, 1617 and 1615.  This Agreement has been duly 
executed and delivered by the Principal Shareholders, Ontco, 1617 and 
1615 and constitutes a legal, valid and binding obligation of each of 
them.  
 
   (iii)  Title; No Liens, etc. - At December 14, 1994, 1617 and 1615 
each own beneficially the Shares described at the outset of this 
Agreement and the Principal Shareholders own legally and beneficially 
all of the outstanding shares of Ontco.  At the Closing Date: 
 
          (A)     all of the outstanding shares of each of 1617 Subco 
and 1615 Subco (other than the voting preferred shares owned by us) 
will be legally and beneficially owned by Ontco and all of the 
outstanding shares of Ontco will be legally and beneficially owned 
by the Principal Shareholders, 1617 and 1615, in each case free and 
clear of all liens, charges, encumbrances and any other rights of 
others whatsoever (other than our rights under this Agreement) and 
Ontco will have good and sufficient power and authority and right to 
transfer, or cause to be transferred, the legal title and beneficial 
title to the shares of each Transferred Subsidiary owned by it to us 
with good and marketable title thereto; 
 
          (B)     each of 1617 Subco and 1615 Subco will be the legal 
and beneficial owner of the Shares described at the outset of this 
Agreement, free and clear of all liens, charges, encumbrances and any 
other rights of others whatsoever (other than our rights under this 
Agreement) and neither of 1617 Subco nor 1615 Subco shall have any 
assets other than the Shares or any liabilities, absolute, contingent 
or otherwise; 
 
          (C)     no other person shall have any right to acquire any 
interest in 1617 Subco or 1615 Subco; and 
 
          (D)     Ontco will not be a "non-resident" of Canada 
within the meaning of the Income Tax Act (Canada)). 
 
    (iv)  No Conflict or Violations - Neither the execution and 
delivery of this Agreement by the Principal Shareholders, Ontco, 
1617 and 1615 nor the consummation of the transactions 
contemplated hereby will 
 
          (A)     conflict with or result in any breach of any of 
the provisions of the articles or by-laws of any of Ontco, 1617 or 
1615; 
 
          (B)     result in the violation or breach of or constitute 
(with or without notice or lapse of time or both) a default (or give 
rise to any right of termination, cancellation or acceleration) under 
any licence, contract, agreement or other instrument or obligation to 
which the Principal Shareholders, Ontco, 1617 or 1615 is a party or by 
which any of them or any of their assets may be bound; or 
 
          (C)     violate any order, writ, injunction, decree, 
statute, rule or regulation applicable to the Principal Shareholders, 
Ontco, 1617 or 1615, or any of their assets, except in the case of 
violations, breaches or defaults which would not, in the aggregate 
materially and adversely effect any of them. 
 
     (v)  No Fee or Commission - No person is entitled to any 
brokerage fee or commission or finder's fee from any of Canstar or 
its subsidiaries or the Transferred Subsidiaries in connection with 
the Offer or the completion of the transactions as contemplated by 
this Agreement. 
 
    (vi)  Tax Matters - For the purposes of computing, under the 
provisions of the Income Tax Act (Canada) as proposed to be amended 
by draft legislation released by the Minister of Finance of Canada 
on December 20, 1994, or any similar provision of applicable provincial 
tax legislation, the adjusted cost base to each of 1615 Subco and 1617 
Subco of the shares of Canstar respectively owned by them, as at the 
time of closing on the Closing Date there will be no amount to be 
deducted under the provisions of paragraph 53(2)(g.1) as proposed to 
be added to the Income Tax Act by such draft legislation or any 
provision of such provincial tax legislation."  
 
     7.     The representations and warranties of NBV and 1010 contained 
in subparagraph (b) of paragraph 6 of the Lock-up Agreement are hereby 
amended by adding thereto a representation and warranty (vi) as follows: 
 
     "(vi)     Tax Matters - For the purposes of computing, under 
the provisions of the Income Tax Act (Canada) as proposed to be 
amended by draft legislation released by the Minister of Finance 
of Canada on December 20, 1994, or any similar provision of 
applicable provincial tax legislation, the adjusted cost base to 
1010 of the shares of Canstar owned by it, as at the time of 
closing on the Closing Date there will be no amount to be deducted 
under the provisions of paragraph 53(2)(g.1) as proposed to be added 
to the Income Tax Act by such draft legislation or any similar provision 
of such provincial tax legislation."  
 
     8.     Paragraph 6.3 of the Lock-up Agreement is hereby amended 
by adding after the reference to "Principal Shareholders" in the 
second line thereof a reference to "Ontco".  In addition, paragraph 
6.3 is amended by deleting the second sentence thereof and replacing 
it with the following: 
 
"Your representations and warranties shall survive until the earlier 
of the second anniversary of the Closing Date or the date that this 
Agreement is terminated in accordance with paragraph 8, provided that 
the representation and warranty contained in paragraph 6(a)(vi) and 
paragraph 6(b)(vi) shall survive until the earlier of the sixth 
anniversary of the Closing Date or the date that this Agreement is 
terminated in accordance with paragraph 8.  Any claim in respect of 
the representations and warranties contained in this Agreement shall 
be made during the relevant period that such representations and 
warranties survive."  
 
     9.     The Lock-up Agreement is hereby amended by adding the 
following paragraph 6.4: 
 
"The Principal Shareholders, 1617, 1615 and Ontco hereby jointly 
and severally agree to indemnify and save NIKE, Inc. (and its 
successors and any of its permitted assignees) harmless from and 
against all actions, causes of action, suits, duties, debts, claims 
and demands whatsoever (including all costs of legal counsel on a 
solicitor and his own client basis) which NIKE, Inc., Canstar or 
their respective affiliates may suffer or incur, arising out of or in 
any way related to the transactions provided in paragraph 1.1(c) of 
the Agreement provided that any claim pursuant to this indemnity must 
be made by NIKE, Inc., Canstar or their respective affiliates not 
later than the sixth anniversary of the Closing Date and no claim 
or indemnification shall exceed the amount paid to Ontco in connection 
with the purchase from it of the shares of 1617 Subco and 1615 Subco."  
 
     10.     Paragraph 8.2 of the Lock-up Agreement is hereby amended 
by adding, after the reference to "Principal Shareholders" in the 
first line thereof, a reference to "Ontco".  
 
     11.     Paragraph 8.4 of the Lock-up Agreement is hereby amended 
by adding, after the reference to "Principal Shareholders" in the 
third to last line thereof, a reference to "Ontco". 
 
     12.     Paragraph 8.5 of the Lock-up Agreement is hereby amended 
by adding, after the reference to "Principal Shareholders" in the 
first line thereof, a reference to "Ontco".  
 
     13.     Paragraph 9.2 of the Lock-up Agreement is hereby amended 
by adding, after the reference, "This Agreement (including the 
schedules attached hereto)" in the first line thereof, the following:  
 
"as amended by a letter agreement between NIKE, Inc., Mr. and Mrs. 
Icaro Olivieri, Norcim Holding B.V., 161709 Canada Inc., 101028 Canada 
Ltee, 161578 Canada Inc., Siminvest S.A. and 658425 Ontario Inc. dated 
February 10, 1995."  
 
     14.     Paragraph 9.7 of the Lock-up Agreement is hereby amended 
by adding, after each reference to "Principal Shareholders" or 
"Principal Shareholder" therein, a reference to "Ontco". 
 
15.	Paragraph 9.8(i) of the Lock-up Agreement is hereby amended 
by adding, after the reference to "Principal Shareholders" therein, 
a reference to "Ontco". 
 
     16.     Except as provided herein, the Lock-up Agreement remains 
in full force and effect, unamended.  
 
     17.     This letter agreement and the rights and obligations of 
the parties hereto shall be governed by and construed in accordance 
with the laws of the Province of Ontario and the laws of Canada 
applicable therein.  
 
     18.     This letter agreement may be signed in counterparts 
which together shall be deemed to constituted one valid and binding 
agreement and delivery of the counterparts may be effected by means of 
facsimile transmission from us to you and from you to us.  
 
Yours very truly, 
NIKE, INC. 
By: 
 
 
We hereby accept the foregoing. 
DATED this 10th day of February, 1995.  
                                          _________________________ 
 
                                          Mr. Icaro Olivieri 
 
 
                                          __________________________ 
 
                                          Mrs. Michela Olivieri
 
NORCIM HOLDING B.V.
 
By:  ___________________________ 
 
161709 CANADA INC. 
 
By:  ___________________________ 
 
101028 CANADA LTEE 
 
By:  ___________________________ 
 
161578 CANADA INC. 
 
By:  ___________________________ 
 
SIMINVEST S.A. 
 
By:  ___________________________ 
 
658425 ONTARIO INC.
 
By: ____________________________