<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997
REGISTRATION NO. 333-32905
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
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 ITS CHARTER)
---------------
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)
---------------
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. [_]
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. [_]
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS (Subject to Completion)
Issued August 8, 1997
4,000,000 Shares
LOGO
COMMON STOCK
-----------
OF THE 4,000,000 SHARES OF COMMON STOCK OFFERED HEREBY, 3,300,000 SHARES ARE
BEING OFFERED BY KOHL'S CORPORATION AND 700,000 SHARES ARE BEING OFFERED
BY THE SELLING STOCKHOLDERS. SEE "SELLING STOCKHOLDERS." THE COMPANY
WILL NOT RECEIVE ANY PROCEEDS FROM THE SALE OF SHARES BY THE SELLING
STOCKHOLDERS. THE COMMON STOCK IS TRADED ON THE NEW YORK STOCK
EXCHANGE UNDER THE SYMBOL "KSS." ON AUGUST 7, 1997, THE LAST
SALE PRICE OF THE COMMON STOCK AS REPORTED ON THE NEW YORK
STOCK EXCHANGE WAS $63 9/16 PER SHARE.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------
PRICE $ A SHARE
-----------
<TABLE>
<CAPTION>
PRICE UNDERWRITING PROCEEDS TO
TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS (1) COMPANY (2) STOCKHOLDERS
------- --------------- ----------- ------------
<S> <C> <C> <C> <C>
Per Share...................... $ $ $ $
Total (3)...................... $ $ $ $
</TABLE>
- -----
(1) The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriters."
(2)Before deducting expenses estimated at $350,000.
(3) The Company has granted the Underwriters an option, exercisable within 30
days of the date hereof, to purchase up to an aggregate of 600,000
additional Shares at the price to public less underwriting discounts and
commissions for the purpose of covering over-allotments, if any. If the
Underwriters exercise such option in full, the total price to public,
underwriting discounts and commissions, proceeds to Company and proceeds to
Selling Stockholders will be $ , $ , $ and
$ , respectively. See "Underwriters."
-----------
The Shares are offered, subject to prior sale, when, as and if accepted by
the Underwriters and subject to approval of certain legal matters by Shearman &
Sterling, counsel for the Underwriters. It is expected that the delivery of the
Shares will be made on or about , 1997 at the office of Morgan Stanley &
Co. Incorporated, New York, New York, against payment therefor in immediately
available funds.
-----------
MORGAN STANLEY DEAN WITTER
MERRILL LYNCH & CO.
MONTGOMERY SECURITIES
WILLIAM BLAIR & COMPANY
ROBERT W. BAIRD & CO.
Incorporated
, 1997
<PAGE>
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (which term shall include all
amendments thereto) on Form S-3 under the Securities Act of 1933, as amended
(the "Securities Act") with respect to the shares of Common Stock offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission, to which reference is hereby
made.
The Company is subject to the informational requirements of the Exchange Act
(as defined below) and in accordance therewith files reports, proxy statements
and other information with the Commission. The Registration Statement, the
exhibits and schedules forming a part thereof and the reports, proxy
statements and other information filed by the Company with the Commission may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices located at Citicorp Center, Suite 1400, 500 West
Madison Street, Chicago, Illinois 60661 and 7 World Trade Center, 7th Floor,
New York, New York 10048, and copies of such materials may be obtained from
the Public Reference Section of the Commission at prescribed rates. Copies of
such materials may be obtained from the web site that the Commission maintains
at http://www.sec.gov. In addition, such material and other information
concerning the Company can be inspected and copied at the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005, on which exchange
the Company's Common Stock is traded.
----------------
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, BY ANY SELLING STOCKHOLDER OR
BY ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON
STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY
PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION TO SUCH PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE
DATE HEREOF.
----------------
"Kohl's" is a federally registered service mark of the Company. This
Prospectus also includes or incorporates references to trademarks and brand
names of other companies.
----------------
No action has been or will be taken in any jurisdiction by the Company, any
Selling Stockholder or any Underwriter that would permit a public offering of
the Common Stock or possession or distribution of this Prospectus in any
jurisdiction where action for that purpose is required, other than in the
United States. Persons into whose possession this Prospectus comes are
required by the Company, the Selling Stockholders and the Underwriters to
inform themselves about and to observe any restrictions as to the offering of
the Common Stock and the distribution of this Prospectus.
----------------
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THE OFFERING,
AND MAY BID FOR AND PURCHASE SHARES OF THE COMMON STOCK IN THE OPEN MARKET.
FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITERS."
2
<PAGE>
CAUTIONARY NOTE: This Prospectus, certain of the documents incorporated
herein by reference, and other written materials, future filings, releases and
oral statements issued by or on behalf of the Company contain certain forward-
looking statements, including, but not limited to, statements about the future
performance of the Company and the Company's plans, objectives, expectations
or intentions, such as debt service requirements, planned capital
expenditures, future store openings and adequacy of capital resources.
Forward-looking statements can also be identified by forward-looking
terminology such as "believes", "expects", "intends", "plans", "may", "will",
"should", or "anticipates" or the negative thereof or other variations
thereof. These forward-looking statements are based on management's
assumptions and beliefs in light of information currently available to it and
are subject to risks and uncertainties. The Company's actual results may
differ significantly and materially from those projected or suggested in the
forward-looking statement. Factors that might cause such differences to occur
include, but are not limited to: (i) heightened competition, (ii) adverse
weather conditions in the Company's retail markets, (iii) increases in
interest rates, (iv) increases in real estate, construction and development
costs, (v) inventory imbalances caused by unanticipated fluctuations in
consumer demand, (vi) trends in the economy which affect consumer confidence
and consumer demand for the Company's goods, particularly trends affecting the
Company's markets, including inflationary pressures, (vii) the availability of
suitable retail real estate which can be acquired on terms which are
acceptable to the Company and (viii) the ability of the Company to be able to
continue to hire and train sufficient numbers of capable and talented
associates.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Additional Information..................................................... 2
Incorporation of Certain Documents by Reference............................ 4
The Company................................................................ 5
Selected Consolidated Financial Data....................................... 6
Use of Proceeds............................................................ 8
Price Range of Common Stock and Dividend Policy............................ 8
Capitalization............................................................. 9
Selling Stockholders....................................................... 10
Description of Capital Stock............................................... 11
Underwriters............................................................... 12
Legal Matters.............................................................. 13
Experts.................................................................... 13
</TABLE>
3
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-11084)
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated in this Prospectus by reference:
(1) the Company's Annual Report on Form 10-K for the year ended February
1, 1997;
(2) the Company's Quarterly Report on Form 10-Q for the quarter ended May
3, 1997; and
(3) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-B dated June 25, 1993, including such
amendments or reports filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof.
Such documents, and the documents listed above, are hereinafter referred to as
"Incorporated Documents." Any statement contained herein or in an Incorporated
Document shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THE INFORMATION RELATING TO THE COMPANY CONTAINED IN THIS PROSPECTUS
SUMMARIZES, IS BASED UPON, OR REFERS TO, INFORMATION AND FINANCIAL STATEMENTS
CONTAINED IN ONE OR MORE INCORPORATED DOCUMENTS; ACCORDINGLY, SUCH INFORMATION
CONTAINED HEREIN IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO INCORPORATED
DOCUMENTS AND SHOULD BE READ IN CONJUNCTION THEREWITH.
The Company will provide without charge to each person (including any
beneficial owner) to whom a copy of this Prospectus has been delivered, upon
the written or oral request of any such person, a copy of any or all of the
Incorporated Documents, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such documents).
Requests for such copies should be directed to Corporate Secretary, Kohl's
Corporation, N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin 53051,
telephone (414) 703-7000.
4
<PAGE>
THE COMPANY
The Company operates as of August 4, 1997, 172 family oriented, specialty
department stores primarily in the Midwest and Mid-Atlantic areas of the
United States that feature quality, national brand merchandise which provides
exceptional value to customers. The Company's stores sell moderately priced
apparel, shoes, accessories, soft home products and housewares targeted to
middle-income customers shopping for their families and homes. Kohl's stores
have fewer departments than traditional, full-line department stores, but
offer customers dominant assortments of merchandise displayed in complete
selections of styles, colors and sizes. Central to the Company's pricing
strategy and overall profitability is a culture focused on maintaining a low
cost structure. Critical elements of this low cost structure are the Company's
unique store format, lean staffing levels, sophisticated management
information systems and operating efficiencies resulting from centralized
buying, advertising and distribution.
Since 1986, the Company has expanded from 40 stores to the current total of
172 stores both by acquiring and converting pre-existing stores and by opening
new stores. From fiscal 1992 to fiscal 1996, the Company's net sales increased
from $1.1 billion to over $2.3 billion, and operating income increased from
$64.5 million to $189.0 million.
Management believes there is substantial opportunity for further growth. In
October 1997, Kohl's will open four additional stores in the Philadelphia
trade area (three in New Jersey and one in Pennsylvania), an additional store
in the Washington, D.C. market, its second store in Omaha, Nebraska, a store
in Binghamton, New York and will enter the Pittsburgh market with three
stores. At the end of 1997, Kohl's will be operating 182 stores. Kohl's
expansion strategy is to open additional stores in existing markets, where it
can leverage advertising, purchasing, transportation and other regional
overhead expenses; in contiguous markets where it can extend regional
operating efficiencies; and in new markets which offer a similar opportunity
to implement successfully the Kohl's retailing concept.
Kohl's retailing concept has proven to be readily transferable to new
markets. For example, Kohl's has successfully opened new stores in small
markets, such as Kalamazoo, Michigan; intermediate markets, such as Kansas
City; and large markets, such as Chicago and Philadelphia. In addition, the
Kohl's concept has been successful in various retailing formats such as strip
shopping centers, community and regional malls and free-standing stores.
Management believes the transferability of the Kohl's retailing strategy, the
Company's experience in acquiring and converting pre-existing stores and
opening new stores, and the Company's substantial investment in management
information systems, centralized distribution and headquarters functions
provide a solid foundation for further expansion.
As used in this Prospectus, unless the context otherwise requires, the
"Company" and "Kohl's" refer to Kohl's Corporation, its consolidated
subsidiaries and predecessors. Unless otherwise noted, all references in this
Prospectus to shares of Common Stock and per share amounts have been adjusted
for a 2-for-1 stock split effected by the Company in April 1996. The Company's
fiscal year ends on the Saturday closest to January 31. Fiscal 1996 ended on
February 1, 1997 and was a 52-week year.
RECENT DEVELOPMENTS
Net sales and sales growth for the 4 weeks and 26 weeks ended August 3, 1996
and August 2, 1997 were as follows:
<TABLE>
<CAPTION>
PERIOD ENDED PERCENTAGE INCREASE
------------------- ------------------------------
COMPARABLE STORES(A)
AUGUST 3, AUGUST 2, ALL -----------------------
1996 1997 STORES CURRENT YEAR PRIOR YEAR
--------- --------- ------ ------------ ----------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
4 weeks...................... $139.2 $ 182.8 31.4% 12.1% 20.6%
26 weeks..................... 943.2 1,224.5 29.8 10.1 11.4
</TABLE>
- --------
(a) Comparable store sales represent sales of those stores open throughout the
full period and throughout the full prior period and exclude the
discontinued electronics business.
At August 2, 1997, the Company operated 172 stores compared with 138 at
August 3, 1996.
5
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data in the following table for each of
the five years in the period ended February 1, 1997 are derived from
consolidated financial statements of the Company, which have been audited by
Ernst & Young LLP, independent auditors. This information should be read in
conjunction with the consolidated financial statements of the Company and
related notes incorporated into this Prospectus. The selected consolidated
financial data for the three months ended May 4, 1996 and May 3, 1997 are
derived from unaudited consolidated financial statements of the Company which,
in the opinion of management, include all adjustments (consisting of normal
recurring accruals) necessary for a fair presentation of the financial
position and results of operations as of the dates and for the periods
presented.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED THREE MONTHS ENDED
--------------------------------------------------------------- -------------------
JANUARY 30, JANUARY 29, JANUARY 28, FEBRUARY 3, FEBRUARY 1, MAY 4, MAY 3,
1993 1994 1995 1996(A) 1997 1996 1997
----------- ----------- ----------- ----------- ----------- -------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER SQUARE FOOT DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Net sales............... $1,096,856 $1,305,746 $1,554,100 $1,925,669 $2,388,221 $468,638 $ 600,547
Cost of merchandise
sold................... 722,610 869,236 1,037,740 1,294,653 1,608,688 311,836 397,377
---------- ---------- ---------- ---------- ---------- -------- ---------
Gross margin............ 374,246 436,510 516,360 631,016 779,533 156,802 203,170
Selling, general and
administrative
expenses............... 269,158 305,547 356,893 436,442 536,226 115,890 146,751
Incentive compensation
charge(b).............. 17,735 -- -- -- -- -- --
Depreciation and
amortization........... 19,834 23,201 27,402 33,931 44,015 9,965 13,000
Preopening expenses..... 2,992 5,360 8,190 10,712 10,302 3,639 12,112
Credit operations, non-
recurring(c)........... -- -- -- 14,052 -- -- --
---------- ---------- ---------- ---------- ---------- -------- ---------
Operating income........ 64,527 102,402 123,875 135,879 188,990 27,308 31,307
Interest expense,
net(d)................. 14,393 5,711 6,424 13,150 17,622 4,102 5,836
---------- ---------- ---------- ---------- ---------- -------- ---------
Income before income
taxes and extraordinary
items.................. 50,134 96,691 117,451 122,729 171,368 23,206 25,471
Income taxes............ 21,442 41,029 48,939 50,077 68,890 9,445 10,163
---------- ---------- ---------- ---------- ---------- -------- ---------
Income before
extraordinary items.... 28,692 55,662 68,512 72,652 102,478 13,761 15,308
Extraordinary items(e).. (2,121) (1,769) -- -- -- -- --
---------- ---------- ---------- ---------- ---------- -------- ---------
Net income.............. $ 26,571 $ 53,893 $ 68,512 $ 72,652 $ 102,478 $ 13,761 $ 15,308
========== ========== ========== ========== ========== ======== =========
Per common share(f):
Income before
extraordinary items... $ .44 $ .76 $ .93 $ .99 $ 1.39 $ 0.19 $ 0.21
Extraordinary items.... (.03) (.02) -- -- -- -- --
Net income............. .41 .74 .93 .99 1.39 0.19 0.21
OPERATING DATA:
Comparable store sales
growth(g).............. 10.5% 8.3% 6.1% 5.9% 11.3% 11.0% 9.3%
Net sales per selling
square foot(h)......... $ 239 $ 255 $ 258 $ 257 $ 261 $ 54 $ 55
Total square feet of
selling space
(in thousands; end of
period)................ 4,771 5,523 6,824 8,378 10,064 8,966 11,556
Number of stores open
(end of period)........ 79 90 108 128 150 136 170
Capital expenditures
including capitalized
leases................. $ 46,337 $ 64,813 $ 132,800 $ 138,797 $ 223,423 $ 40,440 $ 63,071
BALANCE SHEET DATA (END
OF PERIOD):
Working capital......... $ 105,564 $ 86,856 $ 114,637 $ 175,368 $ 229,339 $197,811 $ 277,038
Property and equipment,
net.................... 141,196 186,626 298,737 409,168 596,227 441,623 648,057
Total assets............ 444,797 469,289 658,717 805,385 1,122,414 917,212 1,267,318
Total long-term debt.... 95,096 51,852 108,777 187,699 312,031 225,369 390,173
Shareholders' equity.... 207,400 262,502 334,249 410,638 517,471 425,251 534,890
</TABLE>
See footnotes on next page
6
<PAGE>
(footnotes from previous page)
(a) Fiscal 1995 contained 53 weeks.
(b) In connection with the Company's initial public offering, the Company
amended two incentive plans to set the value of the phantom stock units
previously granted thereunder at the initial public offering price of
$7.00 per share. The related non-recurring incentive compensation charge
reduced net income by $10.6 million, or $.16 per share for fiscal 1992.
Distributions, including interest accrued at 6% on the vested portion, are
paid out annually with the final payment in 2002.
(c) Effective September 1, 1995, the Company terminated its agreement with
Citicorp Retail Services (CRS) under which it sold its private label
credit card receivables to CRS and established its own credit operation.
In connection with this transaction, the Company incurred a one-time
charge of $14.1 million ($8.3 million after-tax).
(d) On June 1, 1992, the Company used the net proceeds of the initial public
offering and $14.6 million of borrowings under its revolving credit
facility to redeem all $105.0 million of its Senior Subordinated Notes and
the remaining $13.2 million of its Junior Subordinated Notes and to pay
related accrued interest. If the initial public offering and the related
reduction of indebtedness had occurred on February 2, 1992, interest
expense for fiscal 1992 would have been reduced by $3.1 million and income
before extraordinary items would have been $30.7 million, or $.44 per
share.
(e) The extraordinary items reflect an after-tax charge of $1.8 million to
write-off unamortized deferred financing costs in connection with the
termination of certain credit facilities in January 1994, and an after-tax
charge of $2.1 million to write-off unamortized deferred financing fees
and the obligations under an interest rate cap agreement associated with
the redemption of the Company's Senior Subordinated Notes in June 1992.
(f) All per share data has been adjusted to reflect the 2-for-1 stock split
declared by the Company's Board of Directors on March 11, 1996 and
distributed on April 29, 1996.
(g) Comparable store sales for each period are based on sales of stores
(including relocated or expanded stores) open throughout the current and
prior year. Comparable store sales growth for fiscal 1996 compares the 52
weeks of fiscal 1996 versus the same 52-week calendar in fiscal 1995 and
excludes the discontinued electronics business. Comparable store sales
growth for fiscal 1995 has been adjusted to reflect the elimination of the
53rd week in fiscal 1995. Comparable store sales growth for the periods
ended May 4, 1996 and May 3, 1997 have been adjusted to exclude the
discontinued electronics business.
(h) Net sales per selling square foot is calculated using net sales of stores
that have been open for the full period, divided by their square footage
of selling space.
7
<PAGE>
USE OF PROCEEDS
The net proceeds to the Company from the Offering are estimated to be
approximately $203.1 million, based on an assumed offering price of $63 9/16
per share of Common Stock. The Company intends to use the net proceeds for
general corporate purposes, including financing the Company's continued store
growth. Pending such use, a portion of the proceeds will be used to repay
borrowings under the Company's revolving credit facility and to reduce future
sales of accounts receivable pursuant to the Company's accounts receivable
sales program. At May 3, 1997, the interest rate payable under the Company's
revolving credit facility was approximately 6.0% per annum. The facility
matures on June 13, 2002. The Company will not receive any proceeds from the
sale of Common Stock by the Selling Stockholders.
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Common Stock has been traded on the New York Stock Exchange since May
19, 1992, under the symbol "KSS." On March 11, 1996, the Company's Board of
Directors declared a 2-for-1 stock split in the form of a stock dividend on
the Common Stock. The prices in the table set forth below indicate the high
and low prices of the Common Stock for each quarter in fiscal 1997, 1996 and
1995, as reported on the New York Stock Exchange Composite Tape, adjusted by
the Company to give effect retroactively to the stock split.
<TABLE>
<CAPTION>
COMMON STOCK
PRICE
----------------
HIGH LOW
-------- -------
<S> <C> <C>
FISCAL 1997
First Quarter............................................ $51 1/8 $38 7/8
Second Quarter........................................... 63 3/16 49 5/8
Third Quarter (through August 7, 1997)................... 64 1/8 60 3/4
FISCAL 1996
First Quarter............................................ $35 1/2 $28 3/8
Second Quarter........................................... 37 1/8 26 3/4
Third Quarter............................................ 41 32 3/8
Fourth Quarter........................................... 42 36 1/8
FISCAL 1995
First Quarter............................................ $23 5/8 $20
Second Quarter........................................... 26 20
Third Quarter............................................ 27 3/8 21 1/2
Fourth Quarter........................................... 29 1/8 22 5/8
</TABLE>
See the cover page of this Prospectus for a recent reported last sale price
of the Common Stock.
At July 31, 1997, there were 4,515 holders of record of the Common Stock.
The Company has never paid a cash dividend, has no current plans to pay
dividends on its Common Stock and intends to retain all earnings for
investment in and growth of the Company's business. In addition, financial
covenants and other restrictions in the Company's financing agreements limit
the payment of dividends on the Common Stock. The payment of future dividends,
if any, will be determined by the Board of Directors in light of existing
conditions, including the Company's earnings, financial condition and
requirements, restrictions in financing agreements, business conditions and
other factors deemed relevant by the Board of Directors.
8
<PAGE>
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company as of May 3, 1997, and as adjusted to give effect to the Offering
(based on an assumed offering price of $63 9/16 per share and assuming that
the Underwriters' over-allotment option is not exercised) and the application
of the estimated net proceeds of $203.1 million. For purposes of the table, it
is assumed that $78.5 million of the net proceeds are applied to repay
borrowings under the Company's revolving credit facility, although the actual
amount of borrowings to be repaid is expected to be in excess of that amount.
At August 2, 1997, $93.5 million was outstanding under the revolving credit
facility. See "Use of Proceeds." This table should be read in conjunction with
the consolidated financial statements and related notes and the other
financial information incorporated in this Prospectus.
<TABLE>
<CAPTION>
AS OF MAY 3, 1997
-------------------
AS
ACTUAL ADJUSTED
-------- ----------
(IN THOUSANDS)
<S> <C> <C>
Long-term Debt:
Revolving credit facility.......................... $ 78,500 $ --
Capitalized lease obligations...................... 50,503 50,503
6.57% unsecured senior notes, due 2004............. 60,000 60,000
6.70% notes, due 2006.............................. 100,000 100,000
7 3/8% notes, due 2011............................. 100,000 100,000
Other.............................................. 1,170 1,170
-------- ----------
Total long-term debt............................. 390,173 311,673
-------- ----------
Shareholders' equity:
Common stock; 74,055,365 shares outstanding
(77,355,365 shares after the Offering)............ 740 774
Paid-in capital.................................... 195,461 398,541
Retained earnings.................................. 338,689 338,689
-------- ----------
Total shareholders' equity....................... 534,890 738,004
-------- ----------
Total capitalization............................. $925,063 $1,049,677
======== ==========
</TABLE>
9
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of July 31, 1997, and after the sale of the
Common Stock offered hereby (assuming no exercise of the Underwriters' over-
allotment option), by each Selling Stockholder. Each of the Selling
Stockholders (other than Mr. Sommerhauser) is an executive officer of the
Company. Messrs. Kellogg, Baker, Herma, Montgomery and Sommerhauser is each a
director of the Company. Except as otherwise noted, the persons named in the
table below have sole voting and investment power with respect to all shares
shown as beneficially owned below.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OFFERING SHARES OWNED AFTER OFFERING
------------------------------- BEING --------------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT OFFERED NUMBER PERCENT
- ------------------------ --------------- -------------------- -------------- ----------
<S> <C> <C> <C> <C> <C>
William S. Kellogg...... 6,137,873 (a) 8.2% 305,000 (b) 5,832,873(a) 7.5%
Jay H. Baker............ 2,964,998 (c) 4.0 150,000 2,814,998(c) 3.6
John F. Herma........... 3,757,931 (d) 5.1 187,000 (e) 3,570,931(d) 4.6
R. Lawrence Montgomery.. 340,680 (f) * 17,000 323,680 (f) *
Caryn Blanc............. 342,725 (g) * 17,000 325,725 (g) *
Kevin Mansell........... 289,555 (h) * 14,000 275,555 (h) *
Peter M. Sommerhauser... 209,112 (i) * 10,000 199,112 (i) *
</TABLE>
- --------
* Less than 1%.
(a) Includes 5,322,173 shares (5,017,173 shares after the Offering) held in
trust for the benefit of Mr. Kellogg's family but as to which Mr.
Sommerhauser has sole voting and investment power and 26,430 shares held by
a charitable foundation for which Mr. Kellogg serves as a director and
president. Excludes 634,446 shares (634,446 shares after the Offering) held
in trust for the benefit of Mr. Baker's family and as to which Mr. Kellogg
and Mr. Sommerhauser have shared voting and investment power. Includes
337,500 shares represented by stock options exercisable within 60 days of
July 31, 1997.
(b) All of the shares are being offered by the William S. Kellogg Irrevocable
Trust and William S. Kellogg Children's Trusts.
(c) Includes 634,446 shares (634,446 shares after the Offering) held in trust
for the benefit of Mr. Baker's family as to which Mr. Kellogg and Mr.
Sommerhauser have shared voting and investment power and 78,330 shares held
by a charitable foundation for which Mr. Baker serves as a director and
president. Also includes 168,750 shares represented by stock options
exercisable within 60 days of July 31, 1997.
(d) Includes 3,075,821 shares (2,888,821 shares after the Offering) held in
trust for the benefit of Mr. Herma's family as to which Mr. Sommerhauser
has sole voting and investment power and 13,400 shares held by a charitable
foundation for which Mr. Herma serves as a director and president. Also
includes 168,750 shares represented by stock options exercisable within 60
days of July 31, 1997.
(e) All of the shares are being offered by the John F. Herma 1987 Trust.
(f) Includes 62,974 shares (62,974 shares after the Offering) held in trust for
the benefit of Mr. Montgomery's family as to which Mr. Sommerhauser has
sole voting and investment power. Also includes 155,414 shares represented
by stock options exercisable within 60 days of July 31, 1997.
(g) Includes 249,727 shares represented by stock options exercisable within 60
days of July 31, 1997.
(h) Includes 69,000 shares (69,000 shares after the Offering) held in trust for
the benefit of Mr. Mansell's family as to which Mr. Sommerhauser has sole
voting and investment power. Also, includes 104,289 shares represented by
stock options exercisable within 60 days of July 31, 1997.
(i) Excludes 9,192,414 shares (8,700,414 shares after the Offering) held in
trust for the benefit of the families of current and former executive
officers of the Company, as to which Mr. Sommerhauser has sole or shared
voting and investment power. Includes 40,521 shares (40,521 shares after
the Offering) held in trust for the benefit of Mr. Sommerhauser's family as
to which Mr. Sommerhauser has no voting or investment power and 3,000
shares held by a charitable foundation for which Mr. Sommerhauser serves as
director and president.
10
<PAGE>
DESCRIPTION OF CAPITAL STOCK
Pursuant to the Company's Articles of Incorporation ("Articles"), the
authorized capital stock of the Company consists of 400,000,000 common shares,
par value $.01 per share ("Common Stock"), and 10,000,000 preferred shares,
par value $.01 per share ("Preferred Stock"). As of May 3, 1997, 74,055,365
shares of Common Stock and no shares of Preferred Stock were outstanding.
Holders of the Common Stock are entitled to one vote per share on all
matters to be voted on by stockholders. Voting rights are not cumulative, and,
therefore, holders of a majority of the shares of Common Stock are able to
elect all of the Company's directors. Holders of Common Stock are entitled to
receive dividends when, as and if declared by the Board of Directors in its
discretion out of funds legally available therefor. See "Price Range of Common
Stock and Dividend Policy." Subject to the rights of any holders of Preferred
Stock outstanding, upon liquidation or dissolution of the Company, the holders
of Common Stock will be entitled to receive on a pro rata basis all assets
remaining for distribution to stockholders. The Common Stock does not have
preemptive or other subscription rights, any conversion rights or any sinking
fund provisions.
The Company's Board of Directors is authorized, without further stockholder
action, to issue Preferred Stock in one or more series and to fix and
determine the relative rights and preferences thereof, including voting
rights, dividend rights, liquidation rights, redemption provisions, sinking
fund provisions or conversion rights. As a result, the Board of Directors of
the Company could, without stockholder approval, issue shares of Preferred
Stock with voting, conversion, dividend, liquidation or other rights that
could adversely affect the holders of Common Stock and that could have the
effect of delaying, deferring or preventing a change in control of the
Company. In addition, the Board of Directors has the ability to adopt, without
stockholder approval, a so-called "rights plan" which would entitle
stockholders (other than a hostile bidder) to acquire stock of the Company at
a discount.
The Company's Articles divide the Board of Directors into three classes
serving staggered three-year terms. As a result, at least two annual meetings
will generally be required for stockholders to effect a change of a majority
of the Board of Directors. Any director, or the entire Board of Directors, may
be removed from office only for a cause. These provisions in the Articles
require an 80% vote of stockholders for amendment or repeal, which makes it
more difficult for even holders of a majority of the Common Stock to effect a
change in control of the Company.
The Company's Bylaws establish procedures, including advance notice
procedures, for considering at any annual stockholders meeting the nomination,
other than by the Board of Directors, of candidates for election as directors,
and for other stockholder proposals. In general, notice must be received by
the Company at least 90 days prior to the anniversary date of the annual
meeting of stockholders in the immediately preceding year and must contain
certain specified information concerning, among other things, any person
nominated for director, the stockholder submitting the proposal or nomination,
and the stockholder's interest in any proposal. The Company's Bylaws also
permit the holders of record of 10% of the Common Stock to call a special
meeting, provided certain procedures are followed. These provisions in the
Bylaws may be amended by the Board of Directors or by an 80% vote of
stockholders.
Certain provisions of the Wisconsin Business Corporation Law could have the
effect of delaying, deferring or preventing a change in control of the
Company.
11
<PAGE>
UNDERWRITERS
Under the terms and subject to the conditions in the Underwriting Agreement
dated the date hereof (the "Underwriting Agreement"), the Underwriters named
below have severally agreed to purchase, and the Company and the Selling
Stockholders have severally agreed to sell to them, the respective number of
shares of Common Stock set forth opposite the names of such Underwriters
below:
<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
---- ---------
<S> <C>
Morgan Stanley & Co. Incorporated..............................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..........................................
Montgomery Securities..........................................
William Blair & Company, L.L.C.................................
Robert W. Baird & Co. Incorporated.............................
---------
Total...................................................... 4,000,000
=========
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the shares of Common Stock
offered hereby are subject to the approval of certain legal matters by their
counsel and to certain other conditions. The Underwriters are obligated to
take and pay for all of the shares of Common Stock offered (other than those
covered by the Underwriters' over-allotment option described below) if any
such shares are taken.
The Underwriters initially propose to offer part of the Common Stock
directly to the public at the public offering price set forth on the cover
page hereof and part to certain dealers at a price which represents a
concession not in excess of $ per share under the public offering price.
The Underwriters may allow, and such dealers may reallow, a concession not in
excess of $ per share to other Underwriters or to certain dealers. After
the initial offering of the Common Stock, the offering price and other selling
terms may from time to time be varied by the Underwriters. The Underwriters
may reimburse the Company for certain expenses in connection with the
Offering.
Pursuant to the Underwriting Agreement, the Company has granted the
Underwriters an option, exercisable for 30 days from the date of this
Prospectus, to purchase up to 600,000 additional shares of Common Stock at the
public offering price set forth on the cover page hereof, less underwriting
discounts and commissions. The Underwriters may exercise such option to
purchase solely for the purpose of covering over-allotments, if any, made in
connection with the offering of the shares of Common Stock hereby. To the
extent such option is exercised, each Underwriter will become obligated,
subject to certain conditions, to purchase approximately the same percentage
of such additional shares as the number set forth next to such Underwriter's
name in the preceding table bears to the total number of shares of Common
Stock offered by the Underwriters hereby.
The Company and all the Selling Stockholders have agreed that, without the
prior written consent of Morgan Stanley & Co. Incorporated on behalf of the
Underwriters, they will not during the period ending 90 days after the date of
this Prospectus (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, lend or otherwise transfer, or dispose
12
<PAGE>
of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or (ii) enter
into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of the Common Stock,
whether any such transaction described in clause (i) or (ii) above is to be
settled by delivery of Common Stock or such other securities, in cash or
otherwise, except under certain limited circumstances.
In order to facilitate the offering of the Common Stock, the Underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Common Stock. Specifically, the Underwriters may over-allot in
connection with the offering, creating a short position in the Common Stock
for their own account. In addition, to cover over-allotments or to stabilize
the price of the Common Stock, the Underwriters may bid for, and purchase,
shares of Common Stock in the open market. Finally, the underwriting syndicate
may reclaim selling concessions allowed to an Underwriter or a dealer for
distributing shares of Common Stock in the Offering, if the syndicate
repurchases previously distributed Common Stock in transactions to cover
syndicate short positions, in stabilization transactions or otherwise. Any of
these activities may stabilize or maintain the market price of the Common
Stock above independent market levels. The Underwriters are not required to
engage in these activities, and may end any of these activities at any time.
Certain Underwriters from time to time perform various investment banking
services for the Company, for which such Underwriters receive compensation.
The Company, the Selling Stockholders and the Underwriters have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Godfrey & Kahn,
S.C., Milwaukee, Wisconsin, and for the Underwriters by Shearman & Sterling,
New York, New York. Mr. Peter M. Sommerhauser, who is a director of the
Company and a shareholder of Godfrey & Kahn, S.C., owns 209,112 shares
(199,112 shares after the Offering) of Common Stock and has sole or shared
voting and investment power with respect to an additional 9,192,414 shares
(8,700,414 shares after the Offering). See "Selling Stockholders."
EXPERTS
The consolidated financial statements of the Company appearing in Kohl's
Corporation Annual Report (Form 10-K) for the year ended February 1, 1997,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
13
<PAGE>
LOGO
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee............ $ 85,902
NASD filing fees............................................... 30,000
Legal Fees and Expenses........................................ 100,000
Blue Sky Fees and Expenses (including legal fees).............. 3,000
Accounting Fees and Expenses................................... 18,000
Printing....................................................... 85,000
NYSE listing fees.............................................. 14,000
Miscellaneous.................................................. 14,098
---------
Total...................................................... $ 350,000
=========
</TABLE>
All of the above expenses except the registration fees are estimated. None
of such expenses will be borne by the Selling Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 180.0851 of the Wisconsin Business Corporation Law (the "WBCL")
requires the Company to indemnify a director or officer, to the extent such
person is successful on the merits or otherwise in the defense of a proceeding
for all reasonable expenses incurred in the proceeding, if such person was a
party to such proceeding because he or she was a director or officer of the
Company unless it is determined that he or she breached or failed to perform a
duty owed to the Company and such breach or failure to perform constitutes:
(i) a willful failure to deal fairly with the Company or its shareholders in
connection with a matter in which the director or officer has a material
conflict of interest; (ii) a violation of criminal law, unless the director or
officer had reasonable cause to believe his or her conduct was lawful or no
reasonable cause to believe that his or her conduct was unlawful; (iii) a
transaction from which the director or officer derived an improper personal
profit; or (iv) willful misconduct.
Section 180.0858 of the WBCL provides that subject to certain limitations,
the mandatory indemnification provisions do not preclude any additional right
to indemnification or allowance of expenses that a director or officer may
have under the articles of incorporation or bylaws of the Company, a written
agreement between the director or officer and the Company or a resolution of
the Board of Directors or the shareholders.
Unless otherwise provided in the Company's articles of incorporation or
bylaws, or by written agreement between the director or officer and the
Company, an officer or director seeking indemnification is entitled to
indemnification if approved in any of the following manners as specified in
Section 180.0855 of the WBCL: (i) by majority vote of a disinterested quorum
of the Board of Directors; (ii) by independent legal counsel chosen by a
quorum of disinterested directors or its committee; (iii) by a panel of three
arbitrators (one of which is chosen by a quorum of disinterested directors);
(iv) by the vote of the shareholders; (v) by a court; or (vi) by any other
method provided for in any additional right of indemnification permitted under
Section 180.0858 of the WBCL.
Reasonable expenses incurred by a director or officer who is a party to a
proceeding may be reimbursed by the Company, pursuant to Section 180.0853 of
the WBCL, at such time as the director or officer furnishes to the Company
written affirmation of his good faith belief that he has not breached or
failed to perform his duties to the Company; and a written undertaking to
repay any amounts advanced and interest thereon if it is determined that
indemnification by the Company is not required and that indemnification is not
ordered by a court.
Section 180.0859 of the WBCL provides that it is the public policy of the
State of Wisconsin to require or permit indemnification, allowance of expenses
and insurance to the extent required or permitted under Sections
II-1
<PAGE>
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with
a proceeding involving a federal or state statute, rule or regulation
regulating the offer, sale or purchase of securities.
As permitted by Section 180.0858, the Company has adopted indemnification
provisions in its By-Laws which closely track the statutory indemnification
provisions with certain exceptions. In particular, Article VIII of the
Company's By-Laws, among other items, provides (i) that an individual shall be
indemnified unless it is proven by a final judicial adjudication that
indemnification is prohibited and (ii) payment or reimbursement of expenses,
subject to certain limitations, will be mandatory rather than permissive.
Through insurance, the officers and directors of the Company are also
insured for acts or omissions related to the conduct of their duties. The
insurance covers certain liabilities which may arise under the Securities Act
of 1933, as amended.
Under Section 180.0828 of the WBCL, a director of the Company is not
personally liable for breach of any duty resulting solely from his or her
status as a director, unless it shall be proved that the director's conduct
constituted conduct described in the first paragraph of this item.
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement.*
5 Opinion of Godfrey and Kahn, S.C.*
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Godfrey & Kahn, S.C.*
24 Powers of Attorney.*
</TABLE>
- --------
*Filed on August 5, 1997.
ITEM 17. UNDERTAKINGS.
1. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15 (d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
2. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the financial adjudication of such issue.
3. The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-2
<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 ON FORM S-3 AND HAS DULY CAUSED THIS 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 AUGUST 7, 1997.
Kohl's Corporation
/s/ Arlene Meier
By: _________________________________
Arlene Meier
Executive Vice President and Chief
Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED:
<TABLE>
<S> <C>
* *
___________________________________________ _________________________________________
William S. Kellogg Jay H. Baker
Chairman, Chief Executive Officer and President and Director
Director
* *
___________________________________________ _________________________________________
John F. Herma R. Lawrence Montgomery
Chief Operating Officer and Director Vice Chairman and Director
/s/ Arlene Meier *
___________________________________________ _________________________________________
Arlene Meier James D. Ericson
Executive 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
</TABLE>
*Executed on August 7, 1997, pursuant to a power of attorney previously filed.
/s/ Jay H. Baker
-------------------------------------
Jay H. Baker
<PAGE>
Exhibit 23.1
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
4,600,000 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 4, 1997
