-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O8ZfsInMquOUJtcPsNgcqziJi8nh3fiKA1dk/LnwyEX7XM1xdI7KtCU9Gu+Ee1Ay T0M2gL6hq+gMjGV4Vsf7Ww== 0000927087-98-000007.txt : 19980122 0000927087-98-000007.hdr.sgml : 19980122 ACCESSION NUMBER: 0000927087-98-000007 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980121 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COSTCO COMPANIES INC CENTRAL INDEX KEY: 0000909832 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 330572969 STATE OF INCORPORATION: CA FISCAL YEAR END: 0830 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-40049 FILM NUMBER: 98510521 BUSINESS ADDRESS: STREET 1: 999 LAKE DRIVE CITY: ISSAQUAH STATE: WA ZIP: 98027- BUSINESS PHONE: (206)-313-8100 MAIL ADDRESS: STREET 1: 999 LAKE DRIVE CITY: ISSAQUAD STATE: WA ZIP: 98027 FORMER COMPANY: FORMER CONFORMED NAME: PRICE/COSTCO INC DATE OF NAME CHANGE: 19930728 424B3 1 SECOND SUPPLEMENT DATED JANUARY 21, 1998 TO PROSPECTUS SUPPLEMENT DATED DECEMBER 19,1997 AND PROSPECTUS DATED NOVEMBER 26, 1997 COSTCO COMPANIES, INC. The following table sets forth information as of January 21, 1998 as to the security ownership of persons not named as Selling Securityholders in the Prospectus dated November 26, 1997 ("Prospectus") and the Prospectus Supplement dated December 19, 1997 ("December Supplement"), information reflecting additional securities acquired by Donaldson Lufkin & Jenrette Securities Corp. ("DLJ") since December 19, 1997, information regarding the aggregate amount of securities offered by Highbridge Capital Corp. ("Highbridge"), a Selling Securityholder previously named in the Prospectus and December Supplement, and beneficial ownership information for a new investment adviser to Regence Washington Health, a Selling Securityholder previously named in the Prospectus. Amounts shown for DLJ and Highbridge are not adjusted for any sales that they may have made pursuant to the Registration Statement of which this Prospectus Supplement forms a part. DLJ has provided and will continue to provide financial advisory services to Costco Companies, Inc. (the "Company") for which DLJ has received customary fees. Hamilton E. James, a Managing Director of DLJ, is a member of the Board of Directors of the Company. Except as set forth for DLJ, none of the Selling Securityholders listed below has had a material relationship with the Company or any of its predecessors or affiliates within the past three years.
Face Amount of Shares of Common Notes Owned Stock Owned Prior Selling Securityholder Prior to Offering to Offering(1) Bancroft Convertible Fund, Inc. $1,000,000 11,354 Bankers Trust Trustee for Chrysler Corp. Emp. #1 $5,005,000 56,829 Pension Plan dated 4/1/89 California Public Employees' Retirement System $12,000,000 136,254 Canadian Imperial Holdings, Inc. (2) $10,000,000 113,545 Chase Manhattan NA Trustee $8,450,000 95,945 Donaldson Lufkin & Jenrette Securities Corporation $75,870,000(3) 861,465(3) Ellsworth Convertible Growth and Income Fund, $1,000,000 11,354 Inc. Federated Rural Electric Insurance Corp. $100,000 1,135 Federated Equity Funds, on behalf of its Federated $3,950,000 44,850 Capital Appreciation Fund Federated Equity Income Fund, Inc. $38,700,000 439,419 Federated Insurance Series, on behalf of its $750,000 8,515 Federated International Equity Fund II Franklin and Marshall College $400,000 4,541 Franklin Investors Securities Trust - Convertible $8,000,000 90,836 Securities Fund Highbridge Capital Corp. $47,323,000(3)(4) 537,329(3) ISBA Mutual Insurance Company $50,000 567 Kanawha Insurance Company $80,000 908 LB Series Fund, Inc., Income Portfolio $1,250,000 14,193 Lutheran Brotherhood Income Fund $1,250,000 14,193 Lutheran Brotherhood $7,000,000 79,481 Mainstay Convertible Fund $11,500,000 130,576 McMahan Securities Company, L.P. $1,000,000 11,354 Michigan Mutual Insurance Co. $600,000 6,812 Nationwide Equity Income Fund $30,000 340 Nomura Securities (Bermuda) Ltd. $4,000,000 45,418 Ohio Farmers Insurance Co. $4,000,000 45,418 Reassurance Company of Hanover $130,000 1,476 Regence Washington Health $1,060,000(3)(5) 12,035(3) State Street Bank Custodian $2,645,000 30,032 FORGE Pension Trust Tufts Associated Health Plan c/o Income Research $2,350,000 26,683 and Management University of Massachusetts Medical Center c/o $1,100,000 12,489 Income Research and Management Utica First Insurance Company $40,000 454 Van Kampen American Capital Harbor Fund $6,000,000(6) 68,127 Westfield Life Insurance Co. $1,000,000 11,354 (1) Includes the Shares into which the Notes are convertible. (2) In the December Supplement, Rich Yakomin mistakenly was named as the Selling Securityholder. (3) Includes securities previously registered. (4) This figure is the aggregate face amount of Notes disclosed in the Prospectus and the December Supplement to be offered by the Selling Securityholder. (5) Salomon Brothers Asset Management Inc., as discretionary investment adviser for the Selling Securityholder's account and others, may be deemed to be the beneficial owner of 946,400 Shares, including the Selling Securityholder's Shares. (6) Van Kampen American Capital Asset Management, Inc., as discretionary investment adviser for the Selling Securityholder's account and discretionary investment adviser or sub-adviser to other funds, may be deemed to be the beneficial owner of an aggregate 1,194,175 shares of the Company's Common Stock, including the Selling Securityholder's Shares.
The date of this Prospectus Supplement is January 21, 1998. -----END PRIVACY-ENHANCED MESSAGE-----