SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 30, 1999
COSTCO WHOLESALE CORPORATION
(Exact name of registrant as specified in its charter)
Washington 0-20355-99 91-1223280
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
999 Lake Drive, Issaquah, Washington 98027
(Address of principal executive office)
(425) 313-8100
(Registrant's telephone number including area code)
Item 5. Other Events
Reorganization and Reincorporation in Washington
On August 30, 1999, Costco Companies, Inc., a Delaware corporation ("CCI")
completed a corporate reorganization by merging itself with and into Costco
Wholesale Corporation, a Washington corporation and wholly owned subsidiary of
CCI (the "Company"), with the Company resulting as the surviving entity (the
"Reorganization"). The primary effects of the Reorganization are that: (i) the
Company is now the new parent company of the organization which includes The
Price Company, a California corporation and former wholly owned subsidiary of
CCI; (ii) the shareholders of CCI, who approved the Reorganization at CCI's last
annual shareholders' meeting, are now shareholders of the Company; and (iii) the
state of legal domicile of the parent company of the organization has changed
from Delaware to Washington. The Reorganization will not result in any change in
the Company's business, management, employees, fiscal year, assets or
liabilities, location of any of the facilities (including corporate
headquarters) and will not result in any relocation of management or other
employees.
Pursuant to the Plan and Agreement of Merger between the Company and CCI,
each share of CCI common stock has been automatically converted into one share
of common stock of the Company. Shareholders are not required to exchange their
existing stock certificates representing shares of CCI common stock for stock
certificates representing shares of common stock of the Company.
The Company has succeeded to CCI as obligor on CCI's previously issued Zero
Coupon Convertible Subordinated Notes due 2017 and CCI's 7-1/8% Senior Notes due
2005 (together, the "Notes") by execution of supplemental indentures with the
trustee for the Notes.
Effective August 30, 1999, CCI will no longer file reports with the
Securities and Exchange Commission (the "Commission") under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"). Effective as of such
date, the Company, which succeeds to the reporting obligations of CCI under the
Exchange Act pursuant to Rule 12g-3 thereunder, will file reports with the
Commission under the Exchange Act. The outstanding securities of the Company are
registered under Section 12(g) of the Exchange Act, and the Company's common
stock will trade on the National Tier of the Nasdaq Stock Market under the
symbol "COST".
Item 7. Financial Statements and Exhibits
(c) Exhibits
Set forth below is a list of exhibits included as part of this Current
Report.
Exhibit Number Description of Exhibit
2.1 Plan and Agreement of Merger between Costco Companies, Inc.
and Costco Wholesale Corporation, dated August 27, 1999.
3.1 Amended and Restated Articles of Incorporation of Costco
Wholesale Corporation.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COSTCO WHOLESALE CORPORATION
By: /s/ Richard A. Galanti
Richard A. Galanti
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
2.1 Plan and Agreement of Merger between Costco Companies, Inc.
and Costco Wholesale Corporation, dated August 27, 1999.
3.1 Amended and Restated Articles of Incorporation of Costco
Wholesale Corporation.