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SECURITIES AND EXCHANGE COMMISSION
XXXXXXXXXX, XX 00000
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FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
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FIRSTAR BANK OF MINNESOTA, N.A.
(Exact name of Trustee as specified in its charter)
A NATIONAL BANKING ASSOCIATION 00-0000000
(State of incorporation if not (IRS Employer Identification
a national bank) No.)
000 Xxxx Xxxxx Xxxxxx
Corporate Trust Department
St. Xxxx, Minnesota 55101
(Address of principal (Zip Code)
executive offices)
FIRSTAR BANK OF MINNESOTA, N.A.
000 XXXX XXXXX XXXXXX
XX. XXXX, XXXXXXXXX 00000
(000) 000-0000
(Exact name, address and telephone number of agent for service)
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COSTCO COMPANES, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 00-0000000
(State of incorporation or other (IRS Employer
jurisdiction) Identification No.)
000 Xxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
(Address of principal executive (Zip Code)
offices)
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ZERO COUPON CONVERTIBLE SUBORDINATED NOTES DUE 2017
(TITLE OF INDENTURE SECURITIES)
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Item 1. GENERAL INFORMATION. Furnish the following information as to the
trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Comptroller of the Currency
Treasury Department
Washington, DC
Federal Deposit Insurance Coporation
Washington, DC
The Board of Governors of the Federal Reserve System
Washington, DC
(b) The Trustee is authorized to exercise corporate trust powers.
GENERAL
Item 2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS. If the obligor or any
underwriter for the obligor is an affiliate of the Trustee, describe
each such affiliation.
None
See Note following Item 16.
Items 3-15 ARE NOT APPLICABLE BECAUSE TO THE BEST OF THE TRUSTEE'S KNOWLEDGE THE
OBLIGOR IS NOT IN DEFAULT UNDER ANY INDENTURE FOR WHICH THE TRUSTEE ACTS AS
TRUSTEE.
Item 16. LIST OF EXHIBITS. Listed below are all the exhibits filed as a part
of this statement of eligiblity and qualification. Exhibits 1-5 and 7
are incorporated by reference from filing 333-37723.
Exhibit Copy of Articles of Association of the trustee now in effect.
1.
Exhibit a. A copy of the certificate of the Comptroller of Currency
2. dated June 1, 1965, authorizing Firstar Bank of Minnesota,
N.A. to act as fiduciary.
b. A copy of the certificate of authority of the trustee to
commence business issued June 9, 1903, by the Comptroller
of the Currnecy to Firstar Bank of Minnesota, N.A.
Exhibit A copy of the authorization of the trustee to exercise corporate
3. trust powers issued by the Federal Reserve Board.
Exhibit Copy of the By-Laws of the trustee as now in effect.
4.
Exhibit Copy of each Indenture referred to in Item 4.
5.
Exhibit The consent of the trustee required by Section 321(b) of the Act.
6.
Exhibit A copy of the latest report of condition of the trustee published
7. pursuant to law or the requirements of its supervising or
examining authority.
NOTE
The answers to this statement insofar as such answers relate to what persons
have been underwriters for any securities of the obligor within three years
prior to the date of filing this statement, or what persons are owners of 10% or
more of the voting securities of the obligor, or affiliates, are based upon
information furnished to the Trustee by the obligor. While the Trustee has no
reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, a national banking association organized and existing under the laws of
the United States, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the City of
Saint Xxxx and State of Minnesota on the 6th day of November, 1997.
Firstar Bank of Minnesota, N.A.
/s/ XXXXX X. XXXXXX III
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Xxxxx X. Xxxxxx III
(Seal) VICE PRESIDENT
EXHIBIT 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, Firstar Bank of Minnesota, N.A., hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Dated: November 6, 1997
Firstar Bank of Minnesota, N.A.
/s/ XXXXX X. XXXXXX III
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Xxxxx X. Xxxxxx III
VICE PRESIDENT
