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.
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<TABLE>
<CAPTION>
Face Amount of Shares of Common
Notes Owned Stock Owned Prior
Selling Securityholder Prior to Offering to Offering(1)
<S> <C> <C>
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.
</TABLE>
The date of this Prospectus Supplement is January 21, 1998.
