SEC Comment Letter for COSTCO WHOLESALE (COST) — Aug 2, 2005
COSTCO WHOLESALE CORP /NEW (COST) (CIK 0000909832)
Date: Aug. 2, 2005 · CIK: 0000909832 · Accession: 0000000000-05-039773
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-125637
Referenced dates: June 30, 2005
Letter
Mail Stop 3561 August 2, 2005 Richard J. Olin Vice President and General Counsel Costco Wholesale Corporation 999 Lake Drive Issaquah, Washington 98027
Re: Costco Wholesale Corporation Amendment No. 2 to Registration Statement on Form S-3 Filed July 19, 2005 File No. 333-125637
Dear Mr. Olin:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Feel free to call us at the telephone numbers listed at the end of this letter.
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.
Terms of the Rescission Offer, page 24 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.
* * * * *
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
Please contact Pradip Bhaumik, Attorney-Advisor, at (202) 551- 3333, Ellie Quarles, Special Counsel, at (202) 551-3238 or me at (202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
Show Raw Text
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<TEXT>
Mail Stop 3561
August 2, 2005
Richard J. Olin
Vice President and General Counsel
Costco Wholesale Corporation
999 Lake Drive
Issaquah, Washington 98027
Re: Costco Wholesale Corporation
Amendment No. 2 to Registration Statement on Form S-3
Filed July 19, 2005
File No. 333-125637
Dear Mr. Olin:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments. Feel free to call us at the telephone
numbers
listed at the end of this letter.
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.
Terms of the Rescission Offer, page 24
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.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
Please contact Pradip Bhaumik, Attorney-Advisor, at (202)
551-
3333, Ellie Quarles, Special Counsel, at (202) 551-3238 or me at
(202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: David R. Wilson, Esq.
Heller Ehrman LLP
Fax: (206) 447-0849
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Richard J. Olin
Costco Wholesale Corporation
August 2, 2005
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