SEC Comment Letter for COSTCO WHOLESALE (COST) — Aug 15, 2005
COSTCO WHOLESALE CORP /NEW (COST) (CIK 0000909832)
Date: Aug. 15, 2005 · CIK: 0000909832 · Accession: 0000000000-05-042026
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-125637
Referenced dates: August 2, 2005
Letter
Mail Stop 3561 August 15, 2005 Richard J. Olin Vice President and General Counsel Costco Wholesale Corporation 999 Lake Drive Issaquah, Washington 98027
Re: Costco Wholesale Corporation Amendment No. 3 to Registration Statement on Form S-3 Filed August 8, 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
Terms of the Rescission Offer, page 24 1. Please refer to comment 2 in our letter dated August 2, 2005. Please add the interest rate related to rescission offers for the District of Columbia in the table on page 25.
Exhibit 5.1 2. In the legality opinion, counsel assumes that you have issued shares in accordance with your articles of incorporation and by- laws, and any related agreements. This is an inappropriate assumption as counsel assumes material facts underlying the opinion. Please revise.
* * * * *
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
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Mail Stop 3561
August 15, 2005
Richard J. Olin
Vice President and General Counsel
Costco Wholesale Corporation
999 Lake Drive
Issaquah, Washington 98027
Re: Costco Wholesale Corporation
Amendment No. 3 to Registration Statement on Form S-3
Filed August 8, 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
Terms of the Rescission Offer, page 24
1. Please refer to comment 2 in our letter dated August 2, 2005.
Please add the interest rate related to rescission offers for the
District of Columbia in the table on page 25.
Exhibit 5.1
2. In the legality opinion, counsel assumes that you have issued
shares in accordance with your articles of incorporation and by-
laws,
and any related agreements. This is an inappropriate assumption
as
counsel assumes material facts underlying the opinion. Please
revise.
* * * * *
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 15, 2005
Page 1
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