-----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, UiVa8R+DKfvw/Jny9GQDGrS+fBxyLAR+kO26QZEMWuz3+umlT4CXYbedfj5EjMK3 xp1J/1fiW1u0rMNyNVagpA== 0000907303-05-000158.txt : 20060926 0000907303-05-000158.hdr.sgml : 20060926 20050808162752 ACCESSION NUMBER: 0000907303-05-000158 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COSTCO WHOLESALE CORP /NEW CENTRAL INDEX KEY: 0000909832 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 911223280 STATE OF INCORPORATION: WA FISCAL YEAR END: 0830 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 999 LAKE DRIVE CITY: ISSAQUAH STATE: WA ZIP: 98027- BUSINESS PHONE: 4253138100 MAIL ADDRESS: STREET 1: 999 LAKE DRIVE CITY: ISSAQUAH STATE: WA ZIP: 98027 FORMER COMPANY: FORMER CONFORMED NAME: COSTCO COMPANIES INC DATE OF NAME CHANGE: 19970401 FORMER COMPANY: FORMER CONFORMED NAME: PRICE/COSTCO INC DATE OF NAME CHANGE: 19930728 CORRESP 1 filename1.htm

 

August 8, 2005

 

 

David R. Wilson

David.Wilson@hellerehrman.com
Direct +1.206.389.4264
Direct Fax +1.206.515.8918

Main +1.206.447.0900
Fax +1.206.447.0849

 

Mr. H. Christopher Owings

Assistant Director

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 

Mail Stop 3561

 

Re:

Costco Wholesale Corporation

Registration Statement on Form S-3

Filed June 8, 2005

File No. 333-125637

Dear Mr. Owings:

We are in receipt of the staff's comment letter dated June 30, 2005 with respect to the above-referenced registration statement. Registrant has filed Amendment No. 3 to its Registration Statement, which contains revised disclosure in response to the staff's comments. Registrant has responded to the staff's comments as set forth below.

The Rescission Offer, page 23

Background and Reasons for the Rescission Offer, page 23

1.

Please refer to comment 6 in our letter dated June 30, 2005. At the beginning of the third paragraph on page 23, please make it clear that you may have violated Section 5. The present language only implies that you are required to register under Section 5 the securities you have issued. Please revise.

                

Response: We have included a statement that the Company may have violated Section 5 on page 23 of the prospectus

 

The Terms of the Rescission Offer, page 24

 

 

Heller Ehrman LLP

701 Fifth Avenue, Suite 6100

Seattle, WA 98104-7098

www.hellerehrman.com

Anchorage Beijing Hong Kong Los Angeles Madison, WI New York San Diego San Francisco Seattle

Silicon Valley

Singapore

Washington, D.C.

 

 

 

 

 

2.

Please refer to comment 10 in our letter dated June 30, 2005. We understand that it is your position that you are not obligated to use the interest rate set by states for purposes of rescission offers. Although you have changed the interest rate to match the statutory rate in California, it appears that you may have to make the rescission offer in other states as well. Investors are entitled to compare the rate you are offering with those mandated by other states where the offer is made. We reissue the comment.

 

Response: We have added a table showing the applicable interest rate for each state on page 25 of the prospectus.

 

3.

Per an oral comment from Mr. Pradip Bhaumik subsequent to your letter, a validity opinion with respect to the shares being registered is included as an exhibit.

 

We intend to seek acceleration of the effectiveness of the registration statement as soon as the staff has advised us that it has no further comments. Please address any additional questions or comments to the undersigned by telephone at (206) 389-4264 or by fax at (206) 447-0849.

Sincerely,

 

 

David R. Wilson

cc: Mr. John Sullivan

 

 

 

 

 

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