As filed with the Securities and Exchange Commission on September 5, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
KOHL'S CORPORATION
(Exact Name of Registrant as Specified in Charter)
Wisconsin 39-1630919
(State or other (I.R.S. Employer
jurisdiction Identification No.)
of incorporation
or organization)
N56 W17000 Ridgewood
Drive
Menomonee Falls,
Wisconsin 53051
(414) 703-7000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
William S. Kellogg
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051
(414) 703-7000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies of all communications to:
Peter M. Sommerhauser Jerry Elliott
Godfrey & Kahn, S.C. Shearman & Sterling
780 North Water Street 599 Lexington Avenue
Milwaukee, Wisconsin New York, New York
53202 10022
(414) 273-3500 (414) 848-4000
<PAGE>
The Registrant hereby withdraws from registration
19,700 shares of its common stock, par value $.01 per
share("Common Stock") out of a total of 5,290,000 shares
of its Common Stock previously registered pursuant to
this Registration Statement (the "Initial Registration
Statement") and the Registration Statement on Form S-3
(Reg. No. 333-33695) (the "Supplemental Registration
Statement" and, together with the Initial Registration
Statement, the "Registration Statement") filed pursuant
to Rule 462(b) under the Securities Act of 1933, as
amended. The Registration Statement is hereby amended,
as appropriate, to reflect the deregistration of those
shares of Common Stock not sold on or before the date
of this Post-Effective Amendment No. 1 to the
Registration Statement. The shares were included in
the Underwriters' over-allotment option, which was not
exercised in full.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment
to the Registration Statement on Form S-3 and has duly
caused this Post-Effective Amendment to Registration
Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Menomonee Falls, State of Wisconsin, on September 5,
1997.
KOHL'S CORPORATION
By: /s/ Arlene Meier
--------------------
Arlene Meier
Executive Vice
President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act
of 1933, this Post-Effective Amendment to Registration
Statement has been signed by the following persons in
the capacities and on the date indicated:
/s/ William S. Kellogg *
- ------------------------- ------------------------
William S. Kellogg Jay H. Baker
Chairman, Chief Executive President and Director
Officer and Director
* *
- ------------------------- -------------------------
John F. Herma R. Lawrence Montgomery
Chief Operating Officer Vice Chairman and
and Director Director
/s/ Arlene Meier *
- ------------------------- -------------------------
Arlene Meier, Executive James D. Ericson
Vice President and Chief Director
Financial Officer
(Principal Financial and
Accounting Officer)
* *
- ------------------------ --------------------------
Frank V. Sica Herbert Simon
Director Director
* *
- ------------------------ --------------------------
Peter M. Sommerhauser R. Elton White
Director Director
* Executed on September 5, 1997, pursuant to a
power of attorney previously filed.
/s/ William S. Kellogg
----------------------------
William S. Kellogg
