<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KOHL'S CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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39-1630919
WISCONSIN (I.R.S. EMPLOYER
(STATE OR OTHER 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)
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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 53202 NEW YORK, NEW YORK 10022
(414) 273-3500 (212) 848-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement is declared effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend of
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-32905
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Shares, $.01 par value.... 690,000 63 13/16 $44,030,625 $13,342.62
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</TABLE>
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(1) Includes 90,000 shares issuable upon exercise of the Underwriters' over-
allotment option.
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<PAGE>
INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-3 filed by Kohl's Corporation (Reg. No. 333-32905)
pursuant to the Securities Act of 1933, as amended, and declared effective on
August 13, 1997, including the exhibits, is incorporated by reference into
this Registration Statement.
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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 ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF MENOMONEE FALLS, STATE OF WISCONSIN, ON AUGUST 14,
1997.
Kohl's Corporation
/s/ William S. Kellogg
By: _________________________________
William S. Kellogg
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE APPEARS BELOW APPOINTS WILLIAM S. KELLOGG, JAY
H. BAKER, JOHN F. HERMA AND R. LAWRENCE MONTGOMERY AND EACH OF THEM, AS HIS
TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL
CAPACITIES, TO SIGN ANY OR ALL AMENDMENTS (INCLUDING POST-EFFECTIVE
AMENDMENTS), TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL
EXHIBITS THERETO, AND ALL DOCUMENTS IN CONNECTION THEREWITH, WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND ANY OTHER REGULATORY AUTHORITY,
GRANTING UNTO EACH SAID ATTORNEY-IN-FACT AND AGENT FULL POWER AND AUTHORITY TO
DO AND PERFORM EACH AND EVERY ACT AND THING, REQUISITE AND NECESSARY TO BE
DONE IN AND ABOUT THE FOREGOING, AS FULLY TO ALL INTENTS AND PURPOSES AS HE
MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT EACH
SAID ATTORNEY-IN-FACT AND AGENT, OR HIS SUBSTITUTE, MAY LAWFULLY DO OR CAUSE
TO BE DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED:
/s/ William S. Kellogg /s/ Jay H. Baker
_____________________________________ _____________________________________
William S. Kellogg Jay H. Baker
Chairman, Chief Executive Officer President and Director
and Director
/s/ John F. Herma /s/ R. Lawrence Montgomery
_____________________________________ _____________________________________
John F. Herma R. Lawrence Montgomery
Chief Operating Officer and Vice Chairman and Director
Director
/s/ Arlene Meier /s/ James D. Ericson
_____________________________________ _____________________________________
Arlene Meier James D. Ericson
Executive Vice President and Chief Director
Financial Officer (Principal
Financial and Accounting Officer)
/s/ Frank V. Sica /s/ Herbert Simon
_____________________________________ _____________________________________
Frank V. Sica Herbert Simon
Director Director
/s/ Peter M. Sommerhauser /s/ R. Elton White
_____________________________________ _____________________________________
Peter M. Sommerhauser R. Elton White
Director Director
Dated: August 14, 1997
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EXHIBIT INDEX
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-32905 are incorporated by reference into, and shall be
deemed a part of, this registration statement, except the following which are
filed herewith.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
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<C> <S> <C>
5.1 Opinion of Godfrey & Kahn, S.C.
23.3 Consent of Ernst & Young LLP
23.4 Consent of Godfrey & Kahn, S.C. (included in Exhibit 5.1)
</TABLE>
<PAGE>
Exhibit 5.1
Godfrey & Kahn, S.C.
Attorneys At Law
780 North Water Street
Milwaukee, WI 53202-3590
Tel: (414) 273-3500
Fax: (414) 273-5198
August 14, 1997
Kohl's Corporation
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051
Ladies and Gentlemen:
In connection with the registration of 690,000 shares of common stock, par
value $0.01 per share (the "Shares"), of Kohl's Corporation, a Wisconsin
corporation (the "Company"), pursuant to Rule 462(b) under the Securities Act of
1933, as amended (the "Securities Act") on Form S-3 to be filed with the
Securities and Exchange Commission (the "Commission") on or about August 15,
1997 (the "Registration Statement"), you have requested our opinion with respect
to the following matters. The Shares will be sold pursuant to an underwriting
agreement (the "Underwriting Agreement") substantially in the form filed as an
Exhibit to the Registration Statement.
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed to be taken by the Company
in connection with the authorization, issuance and sale of the Shares, and, for
purposes of this opinion, have assumed such proceedings not yet completed will
be timely completed in the manner presently proposed. In addition, we have made
such legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, records and papers as we have deemed necessary or appropriate
for purposes of this opinion. We have, with your consent, relied as to factual
matters on certificates or other documents furnished by the Company and upon
such other documents and data that we have deemed appropriate and, for purposes
of this opinion, have assumed that the certificates and other documents to be
furnished in connection with the closing of the sale of the Shares will be
delivered in the manner presently proposed. We have assumed the genuineness of
all signatures, the authenticity of all documents
<PAGE>
submitted to us as originals and the conformity to original documents of all
documents submitted to us as copies.
With your consent, we are opining herein only on the laws of the State of
Wisconsin. We express no opinion with respect to the applicability thereto, or
the effect thereon, of any other laws or the laws of any other jurisdiction.
Based on such examination and review, and subject to the foregoing, we are
of the opinion that the Shares have been duly authorized, and, upon issuance,
delivery and payment therefor in the manner contemplated by the Underwriting
Agreement, will be validly issued, fully paid and non-assessable, subject to
Section 180.0622(2)(b) of the Wisconsin Business Corporation Law (the "WBCL").
Section 180.0622(2)(b) of the WBCL provides that shareholders of a
corporation may be assessed up to the par value of their shares to satisfy the
obligations of such corporation to its employees for services rendered, but not
exceeding six months service in the case of any individual employee. Certain
Wisconsin courts have interpreted "par value" to mean the full amount paid by
the purchaser of shares upon issuance thereof.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus that is a part of the Registration Statement. In
giving such consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.
DFC:cr
2
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Exhibit 23.3
Consent of Ernst & Young LLP
We consent to the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" in the Registration Statement
(Form S-3) and related Prospectus of Kohl's Corporation for the registration of
690,000 shares of common stock and to the incorporation by reference therein of
our report dated March 7, 1997, with respect to the consolidated financial
statements of Kohl's Corporation included in its Annual Report (Form 10-K) for
the year ended February 1, 1997 filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Milwaukee, Wisconsin ERNST & YOUNG LLP
August 13, 1997
