SUPPLEMENT DATED FEBRUARY 19, 1999
TO SUPPLEMENTS DATED FEBRUARY 4, 1999, OCTOBER 26, OCTOBER 13,
AUGUST 17, JULY 16, MAY 22, MAY 4, APRIL 3, APRIL 1, MARCH 23,
FEBRUARY 25, AND JANUARY 21, 1998, AND DECEMBER 19, 1997,
TO PROSPECTUS DATED NOVEMBER 26, 1997
COSTCO COMPANIES, INC.
The following table sets forth information as of February 19, 1999 as
to the security ownership of persons not named as Selling Securityholders in the
Prospectus and Prospectus Supplements. The table also sets forth information as
to additional securities that were acquired by Donaldson Lufkin & Jenrette
Securities Corporation ("DLJ") and Merrill Lynch, Pierce, Fenner & Smith, Inc.
("Merrill Lynch") since each was last named as a Selling Securityholder. Amounts
shown for DLJ and Merrill Lynch are not adjusted for any sales that they may
have made pursuant to the Registration Statement. 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.
Merrill Lynch provides certain brokerage services to the Company in Canada.
Except as set forth for DLJ and Merrill Lynch, 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 Notes Shares of Common Stock
Owned Prior Owned Prior
Selling Securityholder to Offering ($) to Offering 1
CMAC $250,000 2,838
COVA Bond Debenture Fund $500,000 5,677
Donaldson Lufkin & Jenrette
Securities Corporation $100,320,000 2 1,139,083 2
Finger Lake Blue Cross $500,000 5,677
IL Annuity and Insurance Co. $40,000,000 454,180
Merrill Lynch, Pierce, Fenner
& Smith, Inc. $64,889,000 2 736,782 2
Oxford Fund $1,500,000 17,031
1 Includes the Shares into which the Notes are convertible.
2 Includes securities previously registered.
The date of this Prospectus Supplement is February 19, 1999
