As filed with the Securities and Exchange Commission on August 4, 1999
Registration No. 333-83031
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
KOHL'S CORPORATION
(Exact name of Registrant as specified in its charter)
Wisconsin 5311 39-1630919
(State or other jurisdiction (Primary SIC (I.R.S. Employer
of incorporation or organization) Code Number) Identification No.)
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
R. Lawrence Montgomery
Kohl's Corporation
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051
(414) 703-7000
(Name, address, including zip code, and telephone
number, including area code,
of agents for service)
COPY TO:
Peter M. Sommerhauser
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
(414) 273-3500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO
THE PUBLIC: As soon as practicable after this
Registration Statement is declared effective.
If the securities being registered on this Form are
being offered in connection with the formation of a
holding company and there is compliance with General
Instruction G, please 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(d) 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. [ ]
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM
CLASS OF OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE AMOUNT TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT (1) PRICE FEE
7 1/4% $200,000,000 100% $200,000,000 $55,600(2)
Debentures due
June 1, 2029
(1) Calculated based on the book value of the
securities to be received by the registrant in
the exchange in accordance with Rule 457(f)(2)
under the Securities Act of 1933.
(2) Paid on July 16, 1999.
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 or until the Registration
Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may
determine.
<PAGE>
PROSPECTUS
KOHL'S
Offer to exchange up to $200,000,000 of its
7 1/4% Debentures due June 1, 2029
which have been registered under the Securities Act of 1933
for all of its outstanding
7 1/4% Debentures due June 1, 2029
____________________
* The exchange offer of Kohl's Corporation expires
at 5:00 p.m., New York City time, on September 9, 1999,
unless extended.
* The exchange offer is not subject to any
conditions other than that:
- the exchange offer, or the making of any
exchange by a debenture holder, does not
violate applicable law or any applicable
interpretation of the staff of the SEC,
- no action or proceeding shall have been
instituted or threatened with respect to the
exchange offer which, in our judgment, would
impair our ability to proceed with the
exchange offer, and
- no law, rule or regulation or applicable
interpretations of the staff of the SEC has
been issued or promulgated which, in our good
faith determination, does not permit us to
effect the exchange offer.
* All outstanding debentures that are validly
tendered and not validly withdrawn will be exchanged.
* Tenders of outstanding debentures may be withdrawn
at any time before 5:00 p.m. on the date of expiration
of the exchange offer.
* The exchange of debentures will not be a taxable
exchange for U.S. federal income tax purposes.
* We will not receive any proceeds from the exchange offer.
* The terms of the new debentures to be issued are
substantially identical to your old debentures, except
that the new debentures will not have securities law
transfer restrictions and you will not have
registration rights.
* There is no established trading market for the new
debentures and we do not intend to apply for listing of
the new debentures on any securities exchange.
____________________
Neither the Securities and Exchange Commission nor
any state securities commission has approved or
disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
____________________
The date of this prospectus is August 9, 1999.
<PAGE>
TABLE OF CONTENTS
Page
Forward-Looking Statements 4
Prospectus Summary 5
Selected Consolidated Financial Data 11
Use of Proceeds 13
The Exchange Offer 13
Description of Debentures 23
Certain Federal Income Tax Considerations 34
Plan of Distribution 35
Legal Matters 35
Experts 36
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports,
proxy statements and other information with the SEC.
Our SEC filings are available to the public over the
internet at the SEC's web site at http://www.sec.gov.
You may also read and copy any document we file at the
SEC's public reference room located at 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the
regional offices of the SEC located at 7 World Trade
Center, New York, New York 10048 and Citicorp Center,
500 West Madison Street, Chicago, Illinois 60661.
Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms and their
copy charges.
Our common stock is listed on the New York Stock
Exchange. You may also inspect the information we file
with the SEC at the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
We are "incorporating by reference" specified
documents that we file with the SEC, which contain
important business and financial information about
Kohl's not included in or delivered with the
prospectus. "Incorporating by reference" means:
* incorporated documents are considered part of this
prospectus,
* we are disclosing important information to you by
referring you to those documents, and
* information we file with the SEC will
automatically update and supercede this prospectus.
We incorporate by reference the documents listed
below and any documents we file in the future with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act")
that we file after the date of this prospectus but
before the end of the offering of debentures:
* our annual report on Form 10-K for the fiscal year
ended January 30, 1999;
* our quarterly report on Form 10-Q for the fiscal
quarter ended May 1, 1999; and
* our current report on Form 8-K dated March 9, 1999.
You may also request a copy of these filings
(excluding exhibits), at no cost, by writing or
telephoning our chief financial officer at the
following address:
Arlene Meier
Kohl's Corporation
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051
(414) 703-7000
To obtain timely delivery of any of this
information you must make your request at least five
business days prior to the expiration of the exchange
offer. The date by which you must make your request is
September 1, 1999.
____________________
You should rely only on the information contained
or incorporated by reference in this prospectus. We
have not authorized any other person to provide you
with different information. If anyone provides you
with different or inconsistent information, you should
not rely on it. We are not making an offer to sell the
debentures in any jurisdiction except where an offer or
sale is permitted. You should assume that the
information appearing in this prospectus, as well as
information we previously filed with the SEC and are
incorporating by reference, is accurate only as of the
dates on the front of those documents. Our business,
financial condition, results of operations and
prospects may have changed since those dates.
<PAGE>
FORWARD-LOOKING STATEMENTS
Statements in this prospectus or incorporated by
reference in this prospectus that are not statements of
historical fact may be deemed to be "forward-looking
statements," subject to protections under federal law.
We intend words such as "believes," "anticipates,"
"plans," "expects" and similar expressions to identify
forward-looking statements. In addition, statements
covering our future performances and our plans,
objectives, expectations or intentions are forward-
looking statements, such as statements regarding our
debt service requirements, planned capital
expenditures, future store openings and adequacy of
capital resources. There are a number of important
factors that could cause our results to differ
materially from those indicated by the forward-looking
statements, including among others those discussed
under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" sections
of our annual and quarterly reports and as follows:
* heightened competition;
* adverse weather conditions in our retail markets;
* increases in interest rates;
* increases in real estate, construction and
development costs;
* inventory imbalances caused by unanticipated
fluctuations in consumer demand;
* trends in the economy which affect consumer
confidence and demand for our merchandise;
* our ability to find suitable store sites that we
can acquire on acceptable terms;
* our ability to continue to hire, train and retain
sufficient numbers of capable and talented associates;
and
* interruptions in our business as a result of a
Year 2000 computer problem in our systems or in the
systems of one of our major suppliers.
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety
by the more detailed information included elsewhere or
incorporated by reference in this prospectus. This
summary may not contain all of the information that is
important to you.
Kohl's
We currently operate 231 family oriented,
specialty department stores primarily in the Midwest
and Mid-Atlantic areas of the United States. Our stores
feature quality, national brand merchandise which
provides exceptional value to customers. We sell
moderately priced apparel, shoes, accessories, soft
home products and housewares targeted to middle-income
customers shopping for their families and homes. Our
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 our
pricing strategy and overall profitability is a culture
focused on maintaining a low cost structure. Critical
elements of this low cost structure are our unique
store format, lean staffing levels, sophisticated
management information systems and operating
efficiencies resulting from centralized buying,
advertising and distribution.
Since 1986, we have expanded from 40 stores to our
current total of 231 stores both by acquiring and
converting pre-existing stores to our retailing format
and by opening new stores. From fiscal 1994 to fiscal
1998, our net sales increased from $1.6 billion to $3.7
billion and our operating income increased from $123.9
million to $337.9 million.
We believe that we have substantial opportunity
for further growth. We plan to open approximately 44
stores in 1999, including entering new markets in
Denver, St. Louis and Dallas/Ft. Worth. We have already
opened 18 stores this year and plan to open
approximately 26 stores in the second half of the year.
We plan to open 50 to 55 stores in 2000, including 33
locations previously operated by Caldor Corporation in
New York (12 stores), New Jersey (11 stores),
Connecticut (9 stores) and Maryland (1 store). Our
expansion strategy is to open additional stores in
existing markets, where we can leverage advertising,
purchasing, transportation and other regional overhead
expenses; in contiguous markets, where we can extend
regional operating efficiencies; and in new markets
which offer a similar opportunity to implement our
retailing concept successfully.
Our retailing concept has proven to be readily
transferable to new markets. For example, we have
successfully opened new stores in small markets, such
as Kalamazoo and Knoxville; intermediate markets, such
as Kansas City and Charlotte; and large markets, such
as Chicago and Philadelphia. In addition, our concept
has been successful in various retailing formats such
as strip shopping centers, community and regional malls
and free-standing stores. We believe that the
transferability of our retailing strategy, our
experience in acquiring and converting pre-existing
stores and in opening new stores, and our substantial
investment in our management information systems,
centralized distribution and headquarters functions
provide a solid foundation for further expansion.
Our fiscal year ends on the Saturday closest to
January 31. Our principal executive offices are located
at N56 W17000 Ridgewood Drive, Menomonee Falls,
Wisconsin 53051. Our telephone number at this location
is (414) 703-7000.
The Exchange Offer
We sold $200,000,000 of our 7 1/4% Debentures due
June 1, 2029 to the initial purchasers on June 1, 1999.
The initial purchasers resold those debentures (the
"old debentures") in reliance on Rule 144A, Regulation
S and other exemptions under the Securities Act of
1933, as amended (the "Securities Act").
<PAGE>
Registration Rights Agreement We entered into a registration rights
agreement with the initial purchasers on
June 1, 1999 in which we
agreed, among other things, to:
* file a registration statement with the
SEC on or before October 14, 1999
relating to the exchange offer;
* use our reasonable best efforts to cause
the registration statement, which includes
this prospectus, to become effective on
or before November 28, 1999; and
* us our reasonable best efforts to complete
the exchange offer during the 45-day
period after the registration statement
becomes effective.
As a result of making this exchange offer,
we will have fulfilled most of our
obligations under the
registration rights agreement.
If you do not tender your old
debentures in the exchange
offer, you will not have any
further registration rights
under the registration rights
agreement or otherwise unless
you were not eligible to
participate in the exchange
offer or do not receive freely
transferable new debentures in
the exchange offer. See "The
Exchange Offer--Purpose and
Effect; Registration Rights."
If you are eligible to
participate in the exchange
offer and do not tender your
old debentures, you will
continue to hold the
untendered old debentures,
which will continue to be
subject to restrictions on
transfer under the Securities Act.
New Debentures We are offering registered 7 1/4% Debentures
due June 1, 2029 for your old
debentures. The terms of the
new debentures and your old
debentures are substantially
identical except:
* the new debentures will be registered
under the Securities Act;
* the new debentures will not contain
securities law restrictions on transfer;
and
* except in limited circumstances, your
rights, including your right to receive
additional interest under the
registration rights agreement, will
terminate.
The Exchange Offer We are offering to
exchange $1,000 in principal
amount of the new debentures
for each $1,000 in principal
amount of your old debentures
(subject to the $100,000
minimum denomination for the
debentures). As of the date
of this prospectus, $200
million aggregate principal
amount of the old debentures
are outstanding.
Expiration Date You have until 5:00 p.m.,
New York City time, on
September 9, 1999, to validly
tender your old debentures if
you want to exchange your old
debentures for new debentures.
We may extend that date under
certain conditions.
Conditions of the Exchange Offer;
Extensions; Amendments If you validly tender,
and do not validly withdraw,
your old debentures, your old
debentures will be exchanged
for new debentures if the
following conditions are met:
<PAGE>
* the exchange offer, or the making of any
exchange by a debenture holder, does not
violate applicable law or any applicable
interpretation of the staff of the SEC,
* no action or proceeding shall have been
instituted or threatened with respect to
the exchange offer which, in our
judgment, would impair our ability to
proceed with the exchange offer, and
* no law, rule or regulation or applicable
interpretations of the staff of the SEC
has been issued or promulgated which, in
our good faith determination,
does not permit us to effect the exchange
offer.
We may delay or extend the
exchange offer and if any of
the above conditions are not
met, we may terminate the
exchange offer. You will be
notified of any delay,
extension or termination.
We may also waive any
condition or amend the terms
of the exchange offer. If we
materially amend the exchange
offer, we will notify you.
Interest You will receive interest
on the new debentures from the
date interest was last paid on
your old debentures. If no
interest was paid on your old
debentures, you will receive
interest from June 1, 1999.
Procedures for Tendering Old
Debentures; Special Procedures
for Beneficial Owners If you want to participate in the
exchange offer, you must
transmit a properly completed
and signed letter of
transmittal, and all other
documents required by the
letter of transmittal, to the
exchange agent. Please send
these materials to the
exchange agent at the address
set forth in the accompanying
letter of transmittal prior to
5:00 p.m., New York City time,
on September 9, 1999. You
must also send either:
* certificates of your old debentures;
* a timely confirmation of book-entry
transfer of your old debentures into the
exchange agent's account
at The Depository Trust Company; or
* the items required by the guaranteed
delivery procedures described below.
If you are a beneficial owner
of old debentures and your old
debentures are registered in
the name of a nominee, such as
a broker, dealer, commercial
bank or trust company, and you
wish to tender your old
debentures in the exchange
offer, you should instruct
your nominee to promptly
tender the old debentures on
your behalf.
By executing the letter of
transmittal, you will
represent to us that:
* you are not an "affiliate" (as defined
in Rule 405 of the Securities Act) of us;
* if you are a broker-dealer that acquired
your debentures as a result of
market-making or other trading activities
you will deliver a prospectus in
connection with any resale of new
debentures;
<PAGE>
* you will acquire the new debentures in the
ordinary course of your business;
* you are not participating, do not intend to
participate and have no arrangement or
understanding with any person to
participate, in the distribution of
the old debentures or the new debentures;
and
* you are not acting on behalf of any person
who could not truthfully make the foregoing
representations.
If your debentures are not
accepted for exchange for any
reason, they will be returned
to you at our expense.
Guaranteed Delivery Procedures If you wish to
tender your old debentures and:
* your old debentures are not immediately
available;
* you are unable to deliver your old
debentures or any other documents that
you are required to deliver to
the exchange agent on time; or
* you cannot complete the procedures for
delivery by book-entry transfer on time;
then you may tender your old
debentures according to the
guaranteed delivery procedures
that are discussed in the
letter of transmittal and in
"The Exchange
Offer--Guaranteed Delivery
Procedures."
Withdrawal Rights Tenders of old debentures
may be withdrawn at any time
prior to 5:00 p.m., New York
City time, on the expiration date.
The Exchange Agent The Bank of New York is
the exchange agent. Its
address and telephone number
are set forth in "The Exchange
Offer-The Exchange Agent; Assistance."
Resales of New Debentures We believe that the
new debentures may be offered
for resale, resold and
otherwise transferred by you
without further compliance
with the registration and
prospectus delivery
requirements of the Securities
Act, if:
* you acquire the new debentures in the
ordinary course of your business;
* you are not participating, and have no
arrangement or understanding with any
person to participate, in a
distribution (within the meaning of the
Securities Act) of the old debentures or
the new debentures;
* you are not an "affiliate" (as defined in
Rule 405 under the Securities Act) of us.
You should read this
prospectus under the heading
"The Exchange Offer--Resales
of the New Debentures," for a
more complete
<PAGE>
description of
why we believe you can freely
transfer new debentures
received in the exchange offer
without registration or
delivery of a prospectus.
All broker-dealers who are
issued new debentures for
their own accounts in exchange
for old debentures that were
acquired as a result of market-
making or other trading
activities must acknowledge
that they will deliver a
prospectus meeting the
requirements of the Securities
Act in connection with any
resale of the new debentures.
If you are a broker-dealer and
required to deliver a
prospectus, you may use this
prospectus for an offer to
resell, a resale or other
transfer of the new
debentures.
Federal Income Tax Consequences The issuance of the new debentures will not
constitute an exchange for
federal income tax purposes.
You will not recognize any
gain or loss upon receipt of
the new debentures. See
"Certain Federal Income Tax Considerations."
Summary of Terms of the New Debentures
The new debentures will evidence the same debt as
the old debentures and will be governed by the same
indenture under which the old debentures were issued.
Aggregate Principal Amount Up to $200,000,000.
Interest Rate 7 1/4% per year.
Maturity Date June 1, 2029.
Interest Payment Dates June 1 and December 1 of
each year, beginning December 1, 1999.
Interest Calculations Based on 360-day year of
twelve 30-day months.
Ranking The debentures will rank
equally with all other
unsecured and unsubordinated
indebtedness of Kohl's Corporation.
Optional Redemption The debentures are
redeemable by us prior to
their maturity.
Sinking Fund None.
Minimum Denomination $100,000.
General Indenture Provisions Applicable to the Debentures
Limit on Debt The indenture does not
limit the amount of debt that
we may issue or provide
holders any protection should
we be involved in a highly
leveraged transaction.
Certain Covenants The indenture governing
the debentures contains
covenants that, among other
things, will limit the ability
of Kohl's Corporation and our
largest operating subsidiary,
Kohl's Department Stores, Inc., to:
* incur, issue, assume or guarantee certain
additional secured indebtedness, and
<PAGE>
* engage in sale and leaseback transactions.
These covenants are subject to
important exceptions and
qualifications, which are
described under the heading
"Description of Debentures" in
this prospectus.
Events of Default Each of the following is
an event of default under the indenture:
* our failure for 30 days to pay interest
when due on the debentures,
* our failure to pay principal of or
premium, if any, on the debentures
when due,
* our failure to perform covenants with
respect to the debentures for 60 days
after receipt of notice of failure,
* default in the payment of principal or
default and acceleration of at least
$25.0 million in aggregate
principal amount of other debt of Kohl's
Corporation, and
* certain events of bankruptcy, insolvency
or reorganization of Kohl's Corporation.
Remedies If an event of default
occurs, the trustee under the
indenture or holders of at
least 25% in aggregate
principal amount of
outstanding debentures may
declare the principal
immediately due and payable.
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
We derived the selected consolidated financial
data in the following table for each of the five years
in the period ended January 30, 1999 from our
consolidated financial statements, which have been
audited by Ernst & Young LLP, independent auditors. We
derived the selected consolidated financial data for
the three months ended May 2, 1998 and May 1, 1999 from
our unaudited consolidated financial statements, 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. The results for the three months
ended May 1, 1999 are not necessarily indicative of
results to be expected for the full fiscal year. You
should read this information in conjunction with our
consolidated financial statements and related notes,
management's discussion and analysis of financial
condition and results of operations and other financial
information incorporated into this offering memorandum.
Our fiscal year ends on the Saturday closest to
January 31. Fiscal 1995 contained 53 weeks.
<TABLE>
<CAPTION> Three
Fiscal Year Ended Months Ended
January 28, February 3, February 1, January 31, January 30, May 2, May 1,
1995 1996 1997 1998 1999 1998 1999
<S> <C> <C> <C> <C> <C> <C>
(Dollars in Thousands) (Unaudited)
Statement of
Operations Data:
Net sales $ 1,554,100 $ 1,925,669 $ 2,388,221 $ 3,060,065 $ 3,681,763 $ 744,571 $ 910,256
Cost of
merchandise sold 1,037,740 1,294,653 1,608,688 2,046,468 2,447,301 491,102 597,128
Gross margin 516,360 631,016 779,533 1,013,597 1,234,462 253,469 313,128
Selling, general
and administrative
expenses 356,893 436,442 536,226 678,793 810,162 180,353 216,032
Depreciation and
amortization 27,402 33,931 44,015 57,380 70,049 16,284 19,877
Preopening expenses 8,190 10,712 10,302 18,589 16,388 7,542 7,945
Credit operaions,
non-recurring (a) - 14,052 - - - - -
Operating income 123,875 135,879 188,990 258,835 337,863 49,290 69,274
Interest expense, net 6,424 13,150 17,622 23,772 21,114 5,059 5,132
Income before
income taxes 117,451 122,729 171,368 235,063 316,749 44,231 64,142
Provision for
income taxes 48,939 50,077 68,890 93,790 124,483 17,383 24,823
Net income $ 68,512 $ 72,652 $ 102,478 $ 141,273 $ 192,266 $ 26,848 $ 39,319
Operating Data:
Comparable store
sales growth(b) 6.1% 5.9% 11.3% 10.0% 7.9% 12.0% 10.8%
Net sales per selling
square foot (c) $ 258 $ 257 $ 261 $ 267 $ 265 $ 57 $ 58
Total square feet
of selling space
(in thousands;
end of period) 6,824 8,378 10,064 12,533 15,111 13,681 16,130
Number of stores
open (end of period) 108 128 150 182 213 197 226
Capital expenditures
including capitalized
leases and favorable
lease rights $ 132,800 $ 138,797 $ 223,423 $ 202,735 $ 248,878 $ 45,846 $ 207,344
Balance Sheet Data
(end of period):
Working capital $ 114,637 $ 175,368 $ 229,339 $ 525,251 $ 559,207 $ 524,592 $ 670,344
Property and
equipment, net 298,737 409,168 596,227 749,649 933,011 781,325 984,831
Total assets 658,717 805,385 1,122,438 1,619,721 1,936,095 1,679,409 2,195,489
Total long-term debt 108,777 187,699 312,031 310,366 310,912 311,142 308,878
Shareholders' equity 334,249 410,638 517,471 954,782 1,162,779 983,066 1,454,728
Other Data:
Ratio of earnings
to fixed charges (d) 6.91x 4.96x(e) 4.94x 5.06x 5.99x 3.90x 4.68x
(footnotes on next page)
</TABLE>
<PAGE>
(a) Effective September 1, 1995, we terminated our
agreement with Citicorp Retail Services under
which we sold our private label credit card
receivables. At the same time, we established our
own credit card operation. In connection with this
transaction, we incurred a one-time charge of
$14.1 million ($8.3 million after-tax).
(b) 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
to the same 52 week calendar in fiscal 1995 and
excludes the electronics business that we
discontinued in 1996. Comparable store sales
growth for fiscal 1995 has been adjusted to
eliminate the 53rd week in fiscal 1995.
(c) 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.
(d) The ratio of earnings to fixed charges is computed
by dividing earnings by fixed charges. For this
purpose, "earnings" means pre-tax income plus fixed
charges minus capitalized interest. "Fixed charges"
includes interest (expensed or capitalized), the
portion of rent expense representative of interest and
the amortization of deferred financing costs.
(e) Excluding the credit operations non-recurring
expense of $14.1 million, the ratio of earnings to
fixed charges would be 5.40x.
<PAGE>
USE OF PROCEEDS
We will not receive any proceeds from the exchange offer.
THE EXCHANGE OFFER
Purpose and Effect; Registration Rights
We sold the old debentures to Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley &
Co. Incorporated, BNY Capital Markets, Inc. and Banc
One Capital Markets, Inc., as initial purchasers, on
June 1, 1999. The initial purchasers then resold the
old debentures under an offering memorandum dated May
26, 1999 in reliance on Rule 144A, Regulation S and
other available exemptions under the Securities Act.
On June 1, 1999, we entered into a registration rights
agreement with the initial purchasers. Under the
registration rights agreement, we agreed:
* to file with the SEC a registration statement
relating to the exchange offer under the Securities Act
no later than October 14, 1999;
* to use our reasonable best efforts to cause the
exchange offer registration statement to be declared
effective under the Securities Act on or before
November 28, 1999; and
* to use our reasonable best efforts to cause the
exchange offer to be consummated not later than 45 days
following the date of effectiveness of the exchange
offer registration statement.
If you participate in the exchange offer, you
will, with limited exceptions, receive debentures that
are freely tradable and not subject to restrictions on
transfer. You should read this prospectus under the
heading "--Resales of New Debentures" for more
information relating to your ability to transfer new
debentures.
The exchange offer is not being made to, nor will
we accept tenders for exchange from, holders of old
debentures in any jurisdiction in which the exchange
offer or the acceptance of the exchange offer would not
be in compliance with the securities laws or blue sky
laws of such jurisdiction.
If you are eligible to participate in the exchange
offer and do not tender your old debentures, you will
continue to hold the untendered old debentures, which
will continue to be subject to restrictions on transfer
under the Securities Act.
In the registration rights agreement, we will be
required to file a shelf registration statement only
if:
* after June 1, 1999, there is a change in law or
applicable interpretations of the law by the staff of
the SEC, and as a result we are not permitted to
complete the exchange offer as contemplated by the
registration rights agreement, or
* any holder of the old debentures is not able to
participate in the exchange offer, or
* any holder of the old debentures does not receive
fully transferable new debentures, or
* the exchange offer registration statement is not
declared effective by November 28, 1999 or the exchange
offer is not consummated within 45 days after the
exchange offer registration statement is declared
effective, but we may terminate such shelf registration
statement at any time, without penalty, if the exchange
offer registration statement is declared effective or
the exchange offer is consummated, or
* upon the request of any of the initial purchasers
made within 90 days after the consummation of the
exchange offer with respect to old debentures not
eligible to be exchanged in the exchange offer and held
by it following the consummation of the exchange offer.
<PAGE>
The shelf registration statement will permit only
certain holders to resell their debentures from time to
time. In addition, such holders must:
* provide certain information in connection with the
registration statement, and
* agree in writing to be bound by all provisions of
the registration rights agreement (including the
applicable indemnification obligations).
A holder who sells old debentures pursuant to the
shelf registration statement will be required to be
named as a selling securityholder in the prospectus and
to deliver a copy of the prospectus to purchasers. If
we are required to file a shelf registration statement,
we will provide to each holder of the old debentures
copies of the prospectus that is a part of the shelf
registration statement and notify each such holder when
the shelf registration statement becomes effective.
Such holder will be subject to certain of the civil
liability provisions under the Securities Act in
connection with such sales, and will be bound by the
provisions of the registration rights agreement which
are applicable to such a holder (including the
applicable indemnification obligations).
If a shelf registration statement is required, we
will use our reasonable best efforts to:
* file the shelf registration statement with the SEC
no later than (a) November 28, 1999 or (b) the 60th day
after such filing obligation arises, whichever is
later, and
* cause the shelf registration statement to be
declared effective by the SEC no later than December
28, 1999, and
* keep the shelf registration statement effective
until June 1, 2001, or if earlier until all of the
debentures covered by the shelf registration statement
are sold thereunder or are already freely tradable.
Additional Interest
If a registration default occurs (this term is
defined below under this subheading), then we will be
required to pay additional interest to each holder of
the old debentures. During the first 90-day period
that a registration default occurs, we will pay
additional interest equal to 0.25% per year. At the
beginning of the second and any subsequent 90-day
period that a registration default is continuing, the
amount of additional interest will increase by an
additional 0.25% per year until all registration
defaults have been cured. However, in no event will
the rate of additional interest exceed 0.5% per year.
Such additional interest will accrue only for those
days that a registration default occurs and is
continuing. All accrued additional interest will be
paid to the holders of the debentures in the same
manner as interest payments on the debentures, with
payments being made on the interest payment dates for
the debentures. Following the cure of all registration
defaults, no more additional interest will accrue.
You will not be entitled to receive any additional
interest if you were, at any time while the exchange
offer was pending, eligible to exchange, and did not
validly tender, your old debentures for new debentures
in the exchange offer.
A "registration default" includes if:
* we fail to file any of the registration statements
required by the registration rights agreement on or
before the date specified for such filing, or
* any of such registration statements is not
declared effective by the SEC on or prior to the date
specified for such effectiveness, or
* we fail to complete the exchange offer on or prior
to the date specified for such completion, or
<PAGE>
* the shelf registration statement or the exchange
offer registration statement is declared effective but
thereafter ceases to be effective or usable in
connection with resales of the debentures during the
period specified in the registration rights agreement,
subject to certain exceptions for limited periods of
time with respect to the shelf registration statement.
The exchange offer is intended to satisfy our
exchange offer obligations under the registration
rights agreement. The above summary of the
registration rights agreement is not complete and is
subject to, and qualified by reference to, all the
provisions of the registration rights agreement. A
copy of the registration rights agreement is filed as
an exhibit to the registration statement that includes
this prospectus.
Expiration Date; Extensions
The expiration date at the exchange offer is
September 9, 1999 at 5:00 p.m., New York City time.
We, in our sole discretion, may extend the exchange
offer. If we extend the exchange offer, the expiration
date will be the latest date and time to which the
exchange offer is extended. We will notify the
exchange agent of any extension by oral or written
notice and will make a public announcement of the
extension no later than 9:00 a.m., New York City time,
on the next business day after the previously scheduled
expiration date.
We expressly reserve the right, in our sole and
absolute discretion:
* to delay accepting any old debentures;
* to extend the exchange offer;
* if any of the conditions under "--Conditions of
the Exchange Offer" have not been satisfied, to
terminate the exchange offer; and
* to waive any condition or otherwise amend the
terms of the exchange offer in any manner.
If the exchange offer is amended in a manner
determined by us to constitute a material change, we
will promptly disclose such amendment by means of a
prospectus supplement that will be distributed to the
registered holders of the old debentures. Any delay in
acceptance, extension, termination or amendment will be
followed promptly by an oral or written notice of the
event to the exchange agent. We will also make a
public announcement of the event. If the announcement
relates to an extension, the announcement will be made
no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled
expiration date. Without limiting the manner in which
we may choose to make any public announcement and
subject to applicable law, we have no obligation to
publish, advertise or otherwise communicate any such
public announcement other than by issuing a release to
a national news service.
Terms of the Exchange Offer
We are offering, upon the terms and subject to the
conditions set forth in this prospectus and in the
accompanying letter of transmittal, to exchange $1,000
in principal amount of new debentures for each $1,000
in principal amount of outstanding old debentures. We
will accept for exchange any and all old debentures
that are validly tendered on or before 5:00 p.m., New
York City time, on the expiration date. Tenders of the
old debentures may be withdrawn at any time before 5:00
p.m., New York City time, on the expiration date. The
exchange offer is not conditioned upon any minimum
principal amount of old debentures being tendered for
exchange. However, the exchange offer is subject to
the registration rights agreement and the satisfaction
of the conditions described under "-Conditions of the
Exchange Offer." Old debentures may be tendered only
in a minimum denomination of $100,000 and integral
multiples of $1,000. Holders may tender less than the
aggregate principal amount represented by their old
debentures if they appropriately indicate this fact on
the letter of transmittal accompanying the tendered old
debentures or indicate this fact pursuant to the
procedures for book-entry transfer described below.
As of the date of this prospectus, $200 million in
aggregate principal amount of the old debentures were
outstanding. Solely for reasons of administration, we
have fixed the close of business on August 9, 1999, as the
<PAGE>
record date for purposes of determining the persons
to whom this prospectus and the letter of transmittal
will be mailed initially. Only a holder of the old
debentures (or such holder's legal representative or
attorney-in-fact) whose ownership is reflected in the
records of The Bank of New York, as registrar, or whose
debentures are held of record by The Depository Trust
Company ("DTC") may participate in the exchange offer.
There will be no fixed record date for determining the
eligible holders of the old debentures that are
entitled to participate in the exchange offer.
We will be deemed to have accepted validly
tendered old debentures when, as and if we give oral or
written notice of its acceptance to the exchange agent.
The exchange agent will act as agent for the tendering
holders of old debentures and for purposes of receiving
the new debentures from us. If any tendered old
debentures are not accepted for exchange because of an
invalid tender or otherwise, certificates for the
unaccepted old debentures will be returned, without
expense, to the tendering holder as promptly as
practicable after the expiration date.
Holders of old debentures do not have any
appraisal or dissenters' rights under applicable law or
the indenture as a result of the exchange offer. We
intend to conduct the exchange offer in accordance with
the applicable requirements of the Securities Exchange
Act and the rules and regulations under the Exchange
Act, including Rule 14e-1.
Holders who tender their old debentures in the
exchange offer will not be required to pay brokerage
commissions or fees or, subject to the instructions in
the letter of transmittal, transfer taxes with respect
to the exchange of old debentures pursuant to the
exchange offer. See "--Fees and Expenses."
Neither we nor our board of directors make any
recommendation to holders of old debentures as to
whether to tender any of their old debentures pursuant
to the exchange offer. In addition, no one has been
authorized to make any such recommendation. Holders of
old debentures must make their own decision whether to
participate in the exchange offer and, if the holder
chooses to participate in the exchange offer, the
aggregate principal amount of old debentures to tender,
after reading carefully this prospectus and the letter
of transmittal and consulting with their advisors.
Conditions of the Exchange Offer
You must tender your old debentures in accordance
with the requirements of this prospectus and the letter
of transmittal in order to participate in the exchange
offer.
Notwithstanding any other provision of the
exchange offer, or any extension of the exchange offer,
we will not be required to accept for exchange any old
debentures, and may terminate or amend the exchange
offer if:
* the exchange offer, or the making of any exchange
by a debenture holder, violates applicable law or any
applicable interpretation of the staff of the SEC,
* any action or proceeding shall have been
instituted or threatened with respect to the exchange
offer which, in our judgment, would impair our ability
to proceed with the exchange offer, or
* any law, rule or regulation or applicable
interpretations of the staff of the SEC has been issued
or promulgated which, in our good faith determination,
does not permit us to effect the exchange offer.
If we determine in our sole discretion that any of
the above events or conditions has occurred, we may,
subject to applicable law, terminate the exchange offer
and return all old debentures tendered for exchange or
may waive any condition or amend the terms of the
exchange offer.
We expect that the above conditions will be
satisfied. The above conditions are for our sole
benefit and may be waived by us at any time in our sole
discretion. Our failure at any time to exercise any of
the above rights will not be a waiver of those rights
and each right will be deemed an ongoing right that may
be asserted at any time. Any determination by us
concerning the events described above will be final and
binding upon all parties.
<PAGE>
Interest
Each new debenture will bear interest from the
most recent date to which interest has been paid or
duly provided for on the old debenture surrendered in
exchange for such new debenture or, if no such interest
has been paid or duly provided for on such old
debenture, from June 1, 1999. Interest on the new
debentures will be payable semi-annually on June 1 and
December 1 of each year.
Procedures for Tendering Old Debentures
The tender of a holder's old debentures and our
acceptance of old debentures will constitute a binding
agreement between the tendering holder and us upon the
terms and conditions of this prospectus and the letter
of transmittal. Unless a holder tenders old debentures
according to the guaranteed delivery procedures or the
book-entry procedures described below, the holder must
transmit the old debentures, together with a properly
completed and executed letter of transmittal and all
other documents required by the letter of transmittal,
to the exchange agent at its address before 5:00 p.m.,
New York City time on the expiration date. The method
of delivery of old debentures, letters of transmittal
and all other required documents is at the election and
risk of the tendering holder. If delivery is by mail,
it is recommended that registered mail, properly
insured, with return receipt requested, be used.
Instead of delivery by mail, it is recommended that
each holder use an overnight or hand delivery service.
In all cases, sufficient time should be allowed to
assure timely delivery.
Any beneficial owner of the old debentures whose
old debentures are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee
and who wishes to tender old debentures in the exchange
offer should contact that registered holder promptly
and instruct that registered holder to tender on its
behalf.
Any financial institution that is a participant in
DTC's Book-Entry Transfer Facility system may make book-
entry delivery of the old debentures by causing DTC to
transfer the old debentures into the exchange agent's
account in accordance with DTC's procedures for such
transfer. To be timely, book-entry delivery of old
debentures requires receipt of a confirmation of a book-
entry transfer before the expiration date. Although
delivery of the old debentures may be effected through
book-entry transfer into the exchange agent's account
at DTC, the letter of transmittal (or facsimile),
properly completed and executed, with any required
signature guarantees and any other required documents
or an agent's message (as described below), must in any
case, be delivered to and received by the exchange
agent at its address on or before the expiration date,
or the guaranteed delivery procedure set forth below
must be complied with.
DTC has confirmed that the exchange offer is
eligible for DTC's Automated Tender Offer Program.
Accordingly, participants in DTC's Automated Tender
Offer Program may, instead of physically completing and
signing the applicable letter of transmittal and
delivering it to the exchange agent, electronically
transmit their acceptance of the exchange offer by
causing DTC to transfer old debentures to the exchange
agent in accordance with DTC's Automated Tender Offer
Program procedures for transfer. DTC will then send an
agent's message to the exchange agent.
The term "agent's message" means a message
transmitted by DTC, received by the exchange agent and
forming part of the book-entry confirmation, which
states that DTC has received an express acknowledgment
from a participant in DTC's Automated Tender Offer
Program that is tendering old debentures that are the
subject of such book-entry confirmation, that the
participant has received and agrees to be bound by the
terms of the applicable letter of transmittal or, in
the case of an agent's message relating to guaranteed
delivery, that the participant has received and agrees
to be bound by the applicable notice of guaranteed
delivery, and that we may enforce such agreement
against that participant.
Each signature on a letter of transmittal or a
notice of withdrawal must be guaranteed unless the old
debentures are tendered:
* by a registered holder who has not completed the
box entitled "Special Delivery Instructions"; or
* for the account of an eligible institution (as
described below).
<PAGE>
If a signature on a letter of transmittal or a notice
of withdrawal is required to be guaranteed, the
signature must be guaranteed by a participant in a
recognized Medallion Signature Program (a "Medallion
Signature Guarantor"). If the letter of transmittal is
signed by a person other than the registered holder of
the old debentures, the old debentures surrendered for
exchange must be endorsed by the registered holder,
with the signature guaranteed by a Medallion Signature
Guarantor. If any letter of transmittal, endorsement,
bond power, power of attorney or any other document
required by the letter of transmittal is signed by a
trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting
in a fiduciary or representative capacity, such person
should sign in that capacity when signing. Such person
must submit evidence satisfactory to us, in our sole
discretion, of his authority to so act unless we waive
such requirement.
As used in this prospectus with respect to the old
debentures, a "registered holder" is any person in
whose name the old debentures are registered on the
books of the registrar. An "eligible institution" is a
firm that is a member of a registered national
securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust
company having an office or correspondent in the United
States or any other "eligible guarantor institution" as
such term is defined in Rule 17Ad-15 under the Exchange
Act.
All questions as to the validity, form,
eligibility (including time of receipt), acceptance and
withdrawal of old debentures tendered for exchange will
be determined by us in our sole discretion. Our
determination will be final and binding. We reserve
the absolute right to reject old debentures not
properly tendered and to reject any old debentures if
acceptance might, in our judgment or the judgment of
our counsel, be unlawful. We also reserve the absolute
right to waive any defects or irregularities or
conditions of the exchange offer as to particular old
debentures at any time, including the right to waive
the ineligibility of any holder who seeks to tender old
debentures in the exchange offer. The interpretation
by us of the terms and conditions of the exchange
offer, including the letter of transmittal and its
instructions, will be final and binding on all parties.
Unless waived, any defects or irregularities in
connection with tenders of old debentures for exchange
must be cured within such period of time as we
determine. Neither we nor the exchange agent is under
any duty to give notification of defects in such
tenders or will incur any liability for failure to give
such notification. The exchange agent will use
reasonable efforts to give notification of defects or
irregularities with respect to tenders of old
debentures for exchange but will not incur any
liability for failure to give such notification.
Tenders of old debentures will not be deemed to have
been made until such irregularities have been cured or
waived.
By tendering, you will represent to us that, among
other things:
* the new debentures to be received in the exchange
offer are being acquired in the ordinary course of your
business;
* you do not intend to participate, and have no
arrangement or understanding with any person to
participate, in the distribution (within the meaning of
the Securities Act) of the old debentures or the new
debentures;
* if you are a broker-dealer that acquired old
debentures as a result of market-making or other
trading activities, you will deliver a prospectus in
connection with any resale of new debentures acquired
in the exchange offer;
* you are not an "affiliate" (as defined in Rule 405
under the Securities Act) of us; and
* you are not acting on behalf of any person who
could not truthfully make the foregoing
representations.
In connection with a book-entry transfer, each
participant will confirm that it makes the
representations and warranties contained in the letter
of transmittal.
<PAGE>
Guaranteed Delivery Procedures
Holders who wish to tender their old debentures
and:
* whose old debentures are not immediately
available, or
* who cannot deliver their old debentures or any
other documents required by the letter of transmittal
to the exchange agent on or before the expiration date
(or complete the procedure for book-entry transfer on a
timely basis),
may tender their old debentures according to the
guaranteed delivery procedures described in the letter
of transmittal. Those procedures require that:
* tenders be made by or through an eligible
institution and a notice of guaranteed delivery must be
signed by such holder;
* on or before the expiration date, the exchange
agent receive from the holder and the eligible
institution a properly completed and executed notice of
guaranteed delivery (by facsimile transmission, mail or
hand delivery) setting forth the name and address of
the holder, the certificate number or numbers of the
tendered old debentures, and the principal amount of
tendered old debentures, which states that the tender
is being made pursuant to the guaranteed delivery
procedures and guaranteeing that, within four business
days after the date of delivery of the notice of
guaranteed delivery, the tendered old debentures in
proper form for transfer or confirmation of a book-
entry transfer of those old debentures into the
exchange agent's account at DTC, a duly executed letter
of transmittal and any other required documents will be
deposited by the eligible institution with the exchange
agent; and
* properly completed and executed documents required
by the letter of transmittal and the tendered old
debentures in proper form for transfer or confirmation
of a book-entry transfer of such old debentures into
the exchange agent's account at DTC be received by the
exchange agent within four business days after the
expiration date.
Any holder who wishes to tender old debentures pursuant
to the guaranteed delivery procedures must ensure that
the exchange agent receives the notice of guaranteed
delivery and letter of transmittal relating to such old
debentures before 5:00 p.m., New York City time, on the
expiration date.
Acceptance of Old Debentures for Exchange; Delivery of New Debentures
Upon satisfaction or waiver of all the conditions
to the exchange offer, we will accept old debentures
that are properly tendered in the exchange offer prior
to 5:00 p.m., New York City time, on the expiration
date. The new debentures will be delivered promptly
after acceptance of the old debentures. For purposes
of the exchange offer, we will be deemed to have
accepted validly tendered old debentures, when, as and
if we have given notice to the exchange agent.
Withdrawal Rights
Tenders of the old debentures may be withdrawn by
delivery of a written or facsimile transmission notice
to the exchange agent, at its address set forth under
"--The Exchange Agent; Assistance" at any time before
5:00 p.m., New York City time, on the expiration date.
Any such notice of withdrawal must:
* specify the name of the person having deposited
the old debentures to be withdrawn;
* identify the old debentures to be withdrawn
(including the certificate number or numbers and
principal amount of such old debentures), or, in the
case of old debentures transferred by book-entry
transfer, the name and number of the account at DTC to
be credited;
<PAGE>
* be signed by the holder in the same manner as the
original signature on the letter of transmittal by
which old debentures were tendered, including any
required signature guarantees, or be accompanied by a
bond power in the name of the person withdrawing the
tender, in satisfactory form as determined by us in our
sole discretion, executed by the registered holder,
with the signature guaranteed by a Medallion Signature
Guarantor, together with the other documents required
upon transfer by the indenture; and
* specify the name in which the old debentures are
to be re-registered, if different from the person who
deposited the old debentures.
All questions as to the validity, form and eligibility
(including time of receipt) of such notices will be
determined by us, in our sole discretion. The old
debentures withdrawn will be deemed not to have been
validly tendered for exchange for purposes of the
exchange offer. Any old debentures that have been
tendered for exchange but are withdrawn will be
returned to the holder without cost as soon as
practicable after withdrawal. Properly withdrawn old
debentures may be retendered pursuant to the procedures
described under "--Procedures for Tendering Old
Debentures" at any time on or before the expiration
date.
The Exchange Agent; Assistance
The Bank of New York, a New York banking
corporation, is the exchange agent. All tendered old
debentures, executed letters of transmittal and other
related documents should be directed to the exchange
agent. Questions and requests for assistance and
requests for additional copies of the prospectus, the
letter of transmittal and other related documents
should be addressed to the exchange agent as follows:
By Registered or Certified Mail:
The Bank of New York
101 Barclay Street, Floor 7-E
New York, NY 10286
Attention: Reorganization Section
By Hand or Overnight Courier:
The Bank of New York
101 Barclay Street
Corporate Trust Services Window
Ground Level
New York, NY 10286
Attention: Reorganization Section
By Facsimile: (212) 815-6339
Attention: Reorganization Section
Fees and Expenses
We will bear the expenses of soliciting old
debentures for exchange. The principal solicitation is
being made by mail by the exchange agent. Additional
solicitation may be made by telephone, facsimile or in
person by our officers and regular employees and our
affiliates and by persons so engaged by the exchange
agent.
We will pay the exchange agent reasonable and
customary fees for its services and will reimburse it
for its reasonable out-of-pocket expenses in connection
with its services and pay other registration expenses,
including fees and expenses of the trustee under the
indenture, filing fees, blue sky fees and printing and
distribution expenses.
<PAGE>
We have not retained any dealer-manager in
connection with the exchange offer and will not make
any payments to brokers, dealers or others soliciting
acceptance of the exchange offer.
We will pay all transfer taxes, if any, applicable
to the exchange of old debentures pursuant to the
exchange offer. If, however, a transfer tax is imposed
for any reason other than the exchange of old
debentures pursuant to the exchange offer, then the
amount of those transfer taxes, whether imposed on the
registered holder or any other persons, will be payable
by the tendering holder. If satisfactory evidence of
payment of those taxes or exemption is not submitted
with the letter of transmittal, the amount of those
transfer taxes will be billed directly to such
tendering holder.
Accounting Treatment
The new debentures will be recorded at the same
carrying value as the old debentures, as reflected in
our accounting records on the date of the exchange.
Accordingly, we will recognize no gain or loss for
accounting purposes. The expenses of the exchange
offer will be amortized over the term of the new
debentures.
Consequences of Not Exchanging Old Debentures
As a result of this exchange offer, we will have
fulfilled most of its obligations under the
registration rights agreement, and holders who do not
tender their old debentures, except for certain
instances involving the initial purchasers or holders
of old debentures who are not eligible to participate
in the exchange offer or who do not receive freely
transferrable new debentures pursuant to the exchange
offer, will not have any further registration rights
under the registration rights agreement or otherwise
and will not have rights to receive additional
interest. Accordingly, any holder that does not
exchange its old debentures for new debentures will
continue to hold the untendered old debentures and will
be entitled to all the rights and subject to all the
limitations applicable under the indenture, except to
the extent that such rights or limitations, by their
terms, terminate or cease to have further effectiveness
as a result of the exchange offer.
The old debentures that are not exchanged for new
debentures pursuant to the exchange offer will remain
restricted securities within the meaning of the
Securities Act. In general, such old debentures may be
resold only:
* to us or any of our subsidiaries;
* pursuant to an effective registration statement
under the Securities Act;
* to a "qualified institutional buyer" in compliance
with Rule 144A under the Securities Act;
* to an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3), or (7) under the
Securities Act), that, prior to such transfer,
furnishes or has furnished on its behalf by a U.S.
broker-dealer to the trustee under the indenture a
signed letter containing certain representations and
agreements relating to the restrictions on transfer of
the old debentures, the form of which letter can be
obtained from the trustee;
* outside the United States in compliance with
Regulation S under the Securities Act; or
* pursuant to any other available exemption from
registration under the Securities Act.
We reserve the right prior to any offer, sale or
other transfer pursuant to the last three bullet points
above to require the delivery of an opinion of counsel,
certificates and/or other information satisfactory to
us to demonstrate that the transaction is permitted.
<PAGE>
Resales of the New Debentures
We are making the exchange offer in reliance on
the position of the staff of the SEC as set forth in
interpretive letters addressed to third parties in
other transactions. However, we have not sought our
own interpretive letter, and there can be no assurance
that the staff of the SEC would make a similar
determination with respect to the exchange offer as it
has in the interpretive letters to third parties.
Based on these interpretations by the staff, and except
as provided below, we believe that new debentures may
be offered for resale, resold and otherwise transferred
by a holder that participates in the exchange offer and
is not a broker-dealer without further compliance with
the registration and prospectus delivery provisions of
the Securities Act. In order to receive new debentures
that are freely tradeable, a holder must acquire the
new debentures in the ordinary course of its business
and may not participate, or have any arrangement or
understanding with any person to participate, in the
distribution (within the meaning of the Securities Act)
of the old debentures or the new debentures. Holders
wishing to participate in the exchange offer must make
the representations described in "--Procedures for
Tendering Old Debentures" above.
Any holder of old debentures:
* who is our "affiliate" (as defined in Rule 405
under the Securities Act);
* who did not acquire the new debentures in the
ordinary course of its business; or
* who intends to participate, or has an arrangement
or understanding with any person to participate, in a
distribution (within the meaning of the Securities Act)
of the old debentures or the new debentures,
will be subject to separate restrictions. Each holder
in any of the above categories:
* will not be able to rely on the interpretations of
the staff of the SEC in the above-mentioned
interpretive letters;
* will not be permitted or entitled to tender old
debentures in the exchange offer; and
* must comply with the registration and prospectus
delivery requirements of the Securities Act in
connection with any sale or other transfer of old
debentures unless such sale is made pursuant to an
exemption from such requirements.
In addition, if you are a broker-dealer holding
old debentures acquired for your own account, then you
may be deemed a statutory "underwriter" within the
meaning of the Securities Act and must deliver a
prospectus meeting the requirements of the Securities
Act in connection with any resales of your new
debentures. Each broker- dealer that receives new
debentures for its own account pursuant to the exchange
offer must acknowledge that it acquired the old
debentures for its own account as a result of market-
making activities or other trading activities and must
agree that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with
any resale of those new debentures. The letter of
transmittal states that by making the above
acknowledgment and by delivering a prospectus, a broker-
dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
Based on the position taken by the SEC staff in the
interpretive letters referred to above, we believe that
broker-dealers who acquired old debentures for their
own accounts, as a result of market-making or other
trading activities ("Participating Broker-Dealers") may
fulfill their prospectus delivery requirements with
respect to the new debentures received upon exchange of
old debentures (other than old debentures which
represent an unsold allotment from the original sale of
the old debentures) with a prospectus meeting the
requirements of the Securities Act, which may be the
prospectus prepared for an exchange offer so long as it
contains a description of the plan of distribution with
respect to the resale of such new debentures.
Accordingly, this prospectus, as it may be amended or
supplemented, may be used by a Participating Broker-
Dealer during the period referred to below in
connection with resales of new debentures received in
exchange for old debentures where such old debentures
were acquired by such Participating Broker-Dealer for
its own account as a result of market-making or other
trading activities. Subject to certain provisions set
forth in the registration rights agreement, we have
agreed that this prospectus may be used by a
Participating Broker-Dealer in connection with resales
of such new debentures. See "Plan of
<PAGE>
Distribution." However, a Participating Broker-Dealer who intends to
use this prospectus in connection with the resale of
new debentures received in exchange for old debentures
pursuant to the exchange offer must notify us, or cause
us to be notified, on or before the expiration date of
the exchange offer, that it is a Participating Broker-
Dealer. Such notice may be given in the space provided
for that purpose in the letter of transmittal or may be
delivered to the exchange agent at the address set
forth under "--The Exchange Agent; Assistance." Any
Participating Broker-Dealer who is an "affiliate" of us
may not rely on such interpretive letters and must
comply with the registration and prospectus delivery
requirements of the Securities Act in connection with
any resale transaction.
Each Participating Broker-Dealer who tenders old
debentures pursuant to the exchange offer will be
deemed to have agreed, by execution of the letter of
transmittal, that, upon receipt of notice from us of
the occurrence of any event or the discovery of any
fact which makes any statement contained in this
prospectus untrue in any material respect or which
causes this prospectus to omit to state a material fact
necessary in order to make the statements contained
herein, in light of the circumstances under which they
were made, not misleading or of the occurrence of
certain other events specified in the registration
rights agreement, such Participating Broker-Dealer will
suspend the sale of new debentures pursuant to this
prospectus until we have amended or supplemented this
prospectus to correct such misstatement or omission and
has furnished copies of the amended or supplemented
prospectus to such Participating Broker-Dealer or we
have given notice that the sale of the new debentures
may be resumed, as the case may be.
DESCRIPTION OF DEBENTURES
The old debentures were, and the new debentures
will be, issued under an indenture (the "Indenture")
dated as of December 1, 1995, as supplemented and
amended by a First Supplemental Indenture, dated as of
June 1, 1999 between us and The Bank of New York, as
Trustee (the "Trustee"). The form and term of the new
debentures are substantially identical to the form and
term of the old debentures, except that the new
debentures:
* will be registered under the Securities Act;
* will not, except under limited circumstances, have
registration rights or rights to additional interest;
and
* will not bear any securities laws legends
restricting transfer.
The new debentures will be issued solely in exchange
for an equal principal amount of old debentures. As of
the date of this prospectus, $200 million aggregate
principal amount of old debentures is outstanding. See
"The Exchange Offer." As used below, "debentures"
refers to the old debentures and the new debentures.
We have summarized selected provisions of the
Indenture below. The summary is not complete. The
Indenture has been filed as an exhibit to the
registration statement to which this prospectus is a
part and is incorporated herein by reference. You
should read the Indenture for provisions that may be
important to you. Section references below are to the
sections in the Indenture. Capitalized terms have the
meanings assigned to them in the Indenture.
General
The Indenture does not limit the amount of debt
securities that we may issue and we may issue debt
securities under the Indenture from time to time in one
or more series. We have previously issued under the
Indenture $200,000,000 aggregate principal amount of
old debentures, $100,000,000 aggregate principal amount
of our 6.70% notes due 2006 and $100,000,000 aggregate
principal amount of our 7.375% notes due 2011.
The new debentures will be unsecured and
unsubordinated obligations of Kohl's Corporation and
will rank equally and ratably with our other unsecured
and unsubordinated obligations.
<PAGE>
The debentures will mature on June 1, 2029. The
debentures are initially limited to $200,000,000
aggregate principal amount, but we may "reopen" the
debentures series and issue additional debentures.
Interest on the debentures will be computed on the
basis of a 360-day year of twelve 30-day months and
will be payable on each June 1 and December 1 (each an
"Interest Payment Date"), commencing on December 1,
1999. We will pay interest to the person in whose name
a debenture is registered at the close of business on
the May 15 or November 15, as the case may be, before
such Interest Payment Date.
We expect that payments of principal and interest
to owners of book-entry interests (as described below)
will be made in accordance with the procedures of DTC
and its participants in effect from time to time. DTC
shall act as the Depository, as described in the
Indenture.
The provisions of the Indenture relating to
defeasance and covenant defeasance are applicable to
the debentures.
The Indenture does not contain covenants or other
provisions designed to afford holders of the debentures
protection in the event of a highly leveraged
transaction, change in credit rating or other similar
occurrence.
The debentures constitute an obligation of Kohl's
Corporation, not of our subsidiaries. Our
subsidiaries, however, own substantially all of our
consolidated assets and conduct substantially all of
our consolidated operations. As a result, the
debentures are structurally subordinated to the prior
claims of our subsidiaries' creditors (including trade
creditors) and our subsidiaries' preferred
stockholders, if any, except to the extent that Kohl's
Corporation may itself be a creditor with recognized
claims against a subsidiary.
The debentures will be issued in fully registered
book-entry form without coupons in denominations of not
less than $100,000 and integral multiples of $1,000.
We do not intend to apply for the listing of the
debentures on a national securities exchange. No
service charge will be made for any transfer or
exchange of the debentures, but we may require payment
of any tax or other governmental charge payable in
connection with any transfer or exchange. (Sections
2.1, 2.3 and 2.8)
Optional Redemption
We will have the right to redeem the debentures at
any time, in whole or in part, upon at least 30 days
notice mailed to the registered address of each holder
of the debentures. We will pay a redemption price
equal to the greater of (1) 100% of the principal
amount of the debentures to be redeemed or (2) the sum
of the present values of the Remaining Scheduled
Payments discounted on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at a
rate equal to the sum of the Treasury Rate plus twenty-
five basis points.
If we redeem any debentures, accrued interest on
those debentures will be payable to the redemption
date.
"Treasury Rate" means, for any redemption date,
the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for that
redemption date.
"Comparable Treasury Issue" means the United
States Treasury security, selected by a Reference
Treasury Dealer appointed by us, as having a maturity
comparable to the remaining term of the debentures to
be redeemed that would be utilized, at the time of
selection and in accordance with customary financial
practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term
of those debentures.
"Comparable Treasury Price" means, for any
redemption date, (1) the average of the Reference
Treasury Dealer Quotations for that redemption date
after excluding the highest and lowest of those
Reference Treasury Dealer Quotations, or (2) if the
Trustee obtains fewer than five Reference Treasury
Dealer Quotations, the average of all the quotations.
"Reference Treasury Dealer" means any nationally
recognized investment banking firm that is a primary
U.S. Government securities dealer.
<PAGE>
"Reference Treasury Dealer Quotations" means, for
each Reference Treasury Dealer and any redemption date,
the average, as determined by the Trustee, of the bid
and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by
that Reference Treasury Dealer at 3:30 p.m., New York
City time, on the third business day preceding that
redemption date.
"Remaining Scheduled Payments" means, for each
debenture to be redeemed, the remaining scheduled
payments of principal and interest on that debenture
that would be due after the related redemption date but
for that redemption. If that redemption date is not an
interest payment date with respect to that debenture,
the amount of the next succeeding scheduled interest
payment on that debenture will be reduced by the amount
of interest accrued on the debenture to the redemption
date.
On and after the redemption date, interest will
cease to accrue on the debentures or any portion of the
debentures called for redemption (unless we default in
the payment of the redemption price and accrued
interest). On or before the redemption date, we will
deposit with a paying agent (or the Trustee) money
sufficient to pay the redemption price of and accrued
interest on the debentures to be redeemed on that date.
If less than all of the debentures are to be redeemed,
the debentures to be redeemed shall be selected by the
Trustee by any method as the Trustee shall deem fair
and appropriate.
The debentures will not be entitled to the benefit
of any sinking fund or other mandatory redemption
provisions.
Merger and Consolidation
The Indenture provides that we may, without the
consent of the holders of the debentures, consolidate
with or merge into any other corporation, or convey,
transfer or lease our properties and assets
substantially as an entirety to any person, as long as:
* the successor corporation is a domestic
corporation that assumes by a supplemental indenture
our obligations under the Indenture and the debt
securities;
* immediately after the transaction, no Event of
Default shall have happened and be continuing; and
* if an Operating Property would become subject to a
Mortgage which would not be permitted under the
Indenture, the debt securities are secured, equally and
ratably with (or prior to) all Indebtedness so secured.
Upon compliance with these requirements by a
successor corporation (except in the case of a lease),
we would be relieved of our obligations under the
Indenture and the debt securities. (Sections 5.1 and
5.2)
Events of Default
"Event of Default" under the Indenture means any
of the following with respect to debt securities of any
series (Section 6.1):
* default in payment of any interest on any debt
security of that series when due and payable, continued
for 30 days;
* default in payment of all or any part of principal
of or premium, if any, on any debt security of that
series at its maturity;
* default in the deposit of any sinking fund
payment, when and as due by the terms of a debt
security of that series;
<PAGE>
* default in the performance or breach of any other
covenant or warranty in the Indenture (other than a
covenant or warranty a default in whose performance or
whose breach is elsewhere applicable in the Indenture
specifically dealt with or which has been included in
the Indenture solely for the benefit of series of debt
securities other than that series), continued for 60
days after written notice as provided in the Indenture;
* acceleration of any indebtedness, having an
aggregate minimum principal amount of $25 million, for
money borrowed by Kohl's Corporation under the terms of
the instrument under which such indebtedness is issued
or secured, if such acceleration is not discharged
within 10 days after written notice as provided in the
Indenture;
* certain events in bankruptcy, insolvency or
reorganization pertaining to Kohl's Corporation as
described in the Indenture; and
* any other Event of Default provided with respect
to debt securities of that series.
No Event of Default with respect to a particular
series of debt securities issued under the Indenture
(except as to such events in bankruptcy, insolvency or
reorganization) necessarily constitutes an Event of
Default with respect to any other series of debt
securities issued under the Indenture. (Section 6.1)
If an Event of Default for any series of debt
securities occurs and continues, the Trustee or the
holders of at least 25% in principal amount of the debt
securities of that series may, by a notice in writing
to us (and to the Trustee if given by holders), declare
the entire principal of all the debt securities of that
series to be due and payable immediately (or, if the
debt securities of that series are original issue
discount securities, that portion of the principal
amount as may be specified in the terms of that
series). However, at any time after a declaration of
acceleration with respect to debt securities of any
series has been made, but before a judgment or decree
for payment of the money due has been obtained by the
Trustee, the holders of a majority in principal amount
of outstanding debt securities of that series may,
subject to conditions described in the Indenture,
rescind and annul such acceleration if all Events of
Default, other than the non-payment of accelerated
principal, with respect to debt securities of that
series have been cured or waived as provided in the
Indenture. (Section 6.2) For information as to waiver
of defaults, see "Modification and Waiver."
The Indenture provides that the Trustee will be
under no obligation to exercise any of its rights or
powers under the Indenture at the request or discretion
of any of the holders, unless those holders shall have
offered to the Trustee reasonable security and
indemnity. (Section 7.1) Subject to such provisions
for security and indemnification of the Trustee and
certain other rights of the Trustee, the holders of a
majority in principal amount of the outstanding debt
securities of any series shall have the right to direct
the time, method and place of conducting any
proceedings for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee
with respect to the debt securities of that series.
(Section 6.12)
No holder of any debt security of any series will
have any right to institute any proceeding with respect
to the Indenture or for any remedy under the Indenture,
unless:
* the holder shall have previously given to the
Trustee written notice of a continuing Event of Default
with respect to debt securities of that series;
* the holders of at least 25% in principal amount of
the outstanding debt securities of that series shall
have made written request, and offered reasonable
security and indemnity, to the Trustee to institute
such proceeding as trustee; and
* the Trustee shall not have received from the
holders of a majority in principal amount of the
outstanding debt securities of that series a direction
inconsistent with such request and shall have failed to
institute such proceeding within 60 days. (Section 6.7)
<PAGE>
Notwithstanding the foregoing, the holder of any
debt security will have an absolute and unconditional
right to receive payment of the principal of (and
premium, if any) and any interest on the debt security
on or after the due dates expressed in that debt
security and to institute suit for the enforcement of
that payment. (Section 6.8)
We are required to furnish to the Trustee annually
a statement regarding our compliance with the
Indenture. (Section 4.8) The Indenture provides that
the Trustee may withhold notice to the holders of debt
securities of any series of any default (except in
payment of principal, any premium, interest or any
sinking fund payments) with respect to debt securities
of that series if it considers it in the interest of
the holders of debt securities of that series to do so.
(Section 7.5)
Modification and Waiver
We and the Trustee may modify and amend the
Indenture with the consent of the holders of 66 2/3% in
principal amount of the outstanding debt securities of
all affected series. However, without the consent of
each affected holder, no modification may:
* change the stated maturity date of the principal
of, or any installment of principal of or interest on,
any debt security;
* reduce the principal, premium (if any) or any
interest on, any debt security or reduce the amount of
principal of an original issue discount security that
would be due and payable upon acceleration;
* change the place or currency of payment of
principal or interest on any debt security;
* impair the right to institute suit to enforce any
payment after the stated maturity date; or
* reduce the percentage in principal amount of
outstanding debt securities of any series, the consent
of whose holders is required for modification or
amendment of the Indenture, for waiver of compliance
with certain provisions of the Indenture or for waiver
of certain defaults. (Sections 9.2 and 9.3)
The holders of a majority in principal amount of
the outstanding debt securities of any series may, on
behalf of the holders of all debt securities of that
series, waive, insofar as that series is concerned, our
compliance with specified restrictive provisions of the
Indenture. (Section 9.2) The holders of a majority in
principal amount of the outstanding debt securities of
any series may, on behalf of the holders of all debt
securities of that series, waive any past default under
the Indenture with respect to that series. They may
not waive a default in the payment of the principal of
(or premium, if any) or any interest on any debt
security of that series or in respect of a provision
which under the Indenture cannot be modified or amended
without the consent of the holder of each outstanding
debt security of that series affected. (Section 6.13)
Defeasance of Debt Securities or Certain Covenants in
Certain Circumstances
Defeasance and Discharge. The Indenture provides
that, unless otherwise provided by the terms of the
applicable series of debt securities, we may be
discharged from any and all obligations with respect to
the debt securities of any series upon the deposit with
the Trustee, in trust, of money and/or U.S. government
obligations, which through the payment of interest and
principal of those U.S. government obligations in
accordance with their terms will provide money in an
amount sufficient to pay any installment of principal
(and premium, if any) and interest on and any mandatory
sinking fund payments in respect of the debt securities
of that series on the stated maturity of such payments
in accordance with the terms of the Indenture and the
debt securities. A discharge may only occur if we have
received from, or there has been published by, the
United States Internal Revenue Service a ruling, or
there has been a change in the federal income tax law,
in each case to the effect that holders of the debt
securities of that series will not recognize income,
gain or loss for United States federal income tax
purposes as a result of such deposit, defeasance and
discharge and will be subject to United States federal
income tax on the same amount and in the same manner
and at the same times as would have been the case if
such deposit, defeasance and discharge had not
occurred. A discharge will not be applicable to any
debt securities of any series then listed on the New
York Stock Exchange or any other securities exchange if
such deposit would cause the debt securities to be
<PAGE>
delisted. In addition, the discharge will not apply to
our obligations to register the transfer or exchange of
debt securities of the series, to replace stolen, lost
or mutilated debt securities of the series, to maintain
paying agencies and to hold moneys for payment in
trust. (Section 8.3)
Defeasance of Certain Covenants. The Indenture
provides that unless otherwise provided by the terms of
the applicable series of debt securities:
* we may omit to comply with certain restrictive
covenants set forth in the Indenture, including the
restrictive covenants described under the caption
"Certain Covenants," and
* a cross acceleration constituting an Event of
Default under the Indenture shall be inapplicable to
such series.
In order to exercise such option, we will be required
to deposit irrevocably with the Trustee money and/or
U.S. government obligations which through the payment
of interest and principal of those U.S. government
obligations in accordance with their terms will provide
money in an amount sufficient to pay principal (and
premium, if any) and interest on and any mandatory
sinking fund payments in respect of the debt securities
of the series on the stated maturity of such payments
in accordance with the terms of the Indenture and the
debt securities. We will also be required to deliver
to the Trustee an opinion of counsel to the effect that
the deposit and related covenant defeasance will not
cause the holders of the debt securities of that series
to recognize income, gain or loss for federal income
tax purposes as a result of our deposit and related
covenant defeasance and will be subject to United
States federal income tax on the same amount and in the
same manner and at the same times as would have been
the case if the deposit and related covenant defeasance
not occurred. (Section 8.4)
Defeasance and Events of Default. In the event we
exercise our option to omit compliance with certain
covenants of the Indenture with respect to any series
of debt securities and the debt securities of that
series are declared due and payable because of the
occurrence of any Event of Default, the amount of money
and U.S. government obligations on deposit with the
Trustee will be sufficient to pay amounts due on the
debt securities of that series at the time of their
stated maturity but may not be sufficient to pay
amounts due on the debt securities of that series at
the time of the acceleration resulting from such Event
of Default. However, we would remain liable for such
payments.
Concerning the Trustee
The Bank of New York is the Trustee under the
Indenture. The Bank of New York maintains normal
banking relations with us, including participating in
and acting as Administrative Agent under our revolving
credit agreement. The Trustee is an affiliate of BNY
Capital Markets, Inc., one of the initial purchasers.
Certain Covenants
Restrictions on Liens. The Indenture contains a
covenant that we will not, and we will not permit any
of our Restricted Subsidiaries to, issue, assume or
guarantee any Indebtedness secured by any Mortgage upon
any Operating Property or Operating Asset of Kohl's
Corporation or any Restricted Subsidiary without
securing the debt securities (and, if we so determine,
any other Indebtedness ranking equally with the debt
securities) equally and ratably with such Indebtedness.
This covenant will not prevent us or any of our
Restricted Subsidiaries from issuing, assuming or
guaranteeing:
* Any purchase money Mortgage on such property
simultaneously with or within 180 days after the later
of (1) the acquisition or completion of construction or
completion of substantial reconstruction, renovation,
remodeling, expansion or improvement (each, a
"substantial improvement") of such property, or (2) the
placing in operation of such property after the
acquisition or completion of any such construction or
substantial improvement;
<PAGE>
* An existing Mortgage on property not previously
owned by Kohl's Corporation or a Restricted Subsidiary,
including in each case Indebtedness incurred for
reimbursement of funds previously expended for any
substantial improvements to or acquisitions of
property. However:
- The Mortgage must be limited to any or all of
(1) such acquired or constructed property or
substantial improvement (including accretions
thereto), (2) the real property on which any
construction or substantial improvement
occurs or (3) with respect to distribution
centers, any equipment used directly in the
operation of, or the business conducted on,
the real property on which any construction
or substantial improvement occurs; and
- The total amount of the Indebtedness secured
by the Mortgage, together with all other
Indebtedness to persons other than Kohl's
Corporation or a Restricted Subsidiary
secured by Mortgages on such property, shall
not exceed the lesser of (1) the total costs
of such Mortgaged property, including any
costs of construction or substantial
improvement, or (2) the fair market value of
the property immediately following the
acquisition, construction or substantial
improvement;
* Any Mortgage on real property or, with respect to
distribution centers, on equipment used directly in the
operation of, or the business conducted on, such
Mortgaged real property, which is the sole security for
Indebtedness:
- Incurred within three years after the latest
of (1) the date of issuance of the first
series of debt securities under the Indenture
(February 6, 1996), (2) the date of the
acquisition of the real property or (3) the
date of the completion of construction or
substantial improvement on such real
property;
- Incurred for the purpose of reimbursing us or
our Restricted Subsidiary for the cost of
acquisition and/or the cost of improvement of
such real property and equipment;
- The amount of which does not exceed the
lesser of the aggregate cost of the real
property, improvements and equipment or the
fair market value of that real property,
improvements and equipment; and
- The holder of which shall be entitled to
enforce payment of such Indebtedness solely
by resorting to the security for such
Mortgage, without any liability on the part
of Kohl's Corporation or a Restricted
Subsidiary for any deficiency;
* Mortgages existing on the date of the Indenture,
Mortgages on assets of a Restricted Subsidiary existing
on the date it became a subsidiary or Mortgages on the
assets of a subsidiary that is newly designated as a
Restricted Subsidiary if the Mortgage would have been
permitted under the provisions of this paragraph if
such Mortgage was created while the Subsidiary was a
Restricted Subsidiary;
* Mortgages in favor of Kohl's Corporation or a
Restricted Subsidiary;
* Mortgages securing only the Indebtedness issued
under the Indenture; and
* Mortgages to secure Indebtedness incurred to
extend, renew, refinance or replace Indebtedness
secured by any Mortgages referred to above, provided
that the principal amount of the extended, renewed,
refinanced or replaced Indebtedness does not exceed the
principal amount of Indebtedness so extended, renewed,
refinanced or replaced, plus transaction costs and
fees, and that any such Mortgage applies only to the
same property or assets subject to the prior permitted
Mortgage (and, in the case of real property,
improvements). (Section 4.5)
<PAGE>
As of May 1, 1999, we had less than $2.0 million
of Indebtedness secured by a Mortgage on an Operating
Property.
Restrictions on Sale and Leaseback Transactions.
The Indenture contains a covenant that we will not, and
will not permit our Restricted Subsidiaries to, enter
into any arrangement with any person providing for the
leasing by Kohl's Corporation or any Restricted
Subsidiary of any Operating Property or Operating Asset
that has been or is to be sold or transferred by Kohl's
Corporation or such Restricted Subsidiary to such
person with the intention of taking back a lease of
such property (a "Sale and Leaseback Transaction")
without equally and ratably securing the debt
securities (and, if we shall so determine, any other
Indebtedness ranking equally with the debt securities),
unless the terms of such sale or transfer have been
determined by our Board of Directors to be fair and
arms'-length and either:
* Within 180 days after the receipt of the proceeds
of the sale or transfer, Kohl's Corporation or any
Restricted Subsidiary, applies an amount equal to the
greater of the net proceeds of the sale or transfer or
the fair value of such Operating Property or Operating
Asset at the time of such sale or transfer to the
prepayment or retirement (other than any mandatory
prepayment or retirement) of our Senior Funded Debt; or
* Kohl's or such Restricted Subsidiary would be
entitled, at the effective date of the sale or
transfer, to incur Indebtedness secured by a Mortgage
on such Operating Property or Operating Assets, in an
amount at least equal to the Attributable Debt in
respect of the Sale and Leaseback Transaction, without
equally and ratably securing the debt securities
pursuant to the "Restrictions on Liens" described
above.
The foregoing restriction will not apply to:
- Any Sale and Leaseback Transaction for a term
of not more than three years including
renewals;
- Any Sale and Leaseback Transaction with
respect to Operating Property (and, with
respect to distribution centers, equipment
used directly in the operation of, or the
business conducted on, such Operating
Property) if a binding commitment with
respect thereto is entered into within three
years after the latest of (1) the date of
issuance of the first series of debt
securities under the Indenture (February 6,
1996) or (2) the date such Operating Property
was acquired;
- Any Sale and Leaseback Transaction with
respect to Operating Assets if a binding
commitment with respect thereto is entered
into within 180 days after the later of the
date such property was acquired and, if
applicable, the date such property was first
placed in operation; or
- Any Sale and Leaseback Transaction between
Kohl's Corporation and a Restricted
Subsidiary or between Restricted Subsidiaries
provided that the lessor shall be Kohl's
Corporation or a Wholly Owned Restricted
Subsidiary. (Section 4.6).
Exempted Debt. Notwithstanding the restrictions
in the Indenture on Mortgages and Sale and Leaseback
Transactions, Kohl's Corporation or its Restricted
Subsidiaries may, in addition to amounts permitted
under such restrictions, issue, assume or guarantee
Indebtedness secured by Mortgages, or enter into Sale
and Leaseback Transactions, provided that, after giving
effect thereto, the aggregate outstanding amount of all
such Indebtedness secured by Mortgages plus
Attributable Debt resulting from such Sale and
Leaseback Transactions does not exceed 15% of
Consolidated Net Tangible Assets. (Sections 4.5 and 4.6)
Certain Definitions
For purposes of the Indenture:
"Attributable Debt" in respect of a Sale and
Leaseback Transaction means, at the time of
determination, the present value (discounted at the
imputed rate of interest of such transaction determined
in accordance with generally
<PAGE>
accepted accounting
principles) of the obligation of the lessee for net
rental payments during the remaining term of the lease
included in such Sale and Leaseback Transaction
(including any period for which such lease has been
extended or may, at the option of the lessor, be extended).
"Capitalized Lease Obligations" means obligations
created pursuant to leases which are required to be
shown on the liability side of a balance sheet in
accordance with generally accepted accounting
principles.
"Consolidated Net Tangible Assets" means the total
amounts of assets (less depreciation and valuation
reserves and other reserves and items deductible from
gross book value of specific asset accounts under
generally accepted accounting principles) which under
generally accepted accounting principles would be
included on a balance sheet of Kohl's Corporation and
its Restricted Subsidiaries after deducting (1) all
liability items except Funded Debt, Capitalized Lease
Obligations, stockholders' equity and reserves for
deferred income taxes, (2) all goodwill, trade names,
trademarks, patents, favorable lease rights,
unamortized debt discount and expense and other like
intangibles (other than leasehold costs and investments
in so-called safe harbor leases), which in each such
case would be so included on such balance sheet, net of
accumulated amortization, and (3) all amounts which
would be so included on such balance sheet in respect
of Investments (less applicable reserves) in
Unrestricted Subsidiaries in excess of the amount of
such Investments at November 25, 1995 (approximately
$74.3 million).
"Funded Debt" means Indebtedness which matures
more than one year from the date of creation, or which
is extendable or renewable at the sole option of the
obligor so that it may become payable more than one
year from such date. Funded Debt does not include (1)
obligations created pursuant to leases, (2) any
Indebtedness or portion thereof maturing by its terms
within one year from the time of any computation of the
amount of outstanding Funded Debt unless such
Indebtedness shall be extendable or renewable at the
sole option of the obligor in such manner that it may
become payable more than one year from such time, or
(3) any Indebtedness for the payment or redemption of
which money in the necessary amount shall have
deposited in trust either at or before the maturity
date thereof.
"Indebtedness" means indebtedness for borrowed
money and indebtedness under purchase money mortgages
or other purchase money liens or conditional sales or
similar title retention agreements, in each case where
such indebtedness has been created, incurred, or
assumed by such person to the extent such indebtedness
would appear as a liability upon a balance sheet of
such person prepared in accordance with generally
accepted accounting principles, guarantees by such
person of such indebtedness, and indebtedness for
borrowed money secured by any mortgage, pledge or other
lien or encumbrance upon property owned by such person,
even though such person has not assumed or become
liable for the payment of such indebtedness.
"Investment" means and includes any investment in
stock, evidences of indebtedness, loans or advances,
however made or acquired, but shall not include
accounts receivable of Kohl's Corporation or of any
Restricted Subsidiary arising from transactions in the
ordinary course of business, or any evidences of
Indebtedness, loans or advances made in connection with
the sale to any Subsidiary of accounts receivable of
Kohl's Corporation or any Restricted Subsidiary arising
from transactions in the ordinary course of business of
Kohl's Corporation or any Restricted Subsidiary.
"Mortgage" means any mortgage, security interest,
pledge, lien or other encumbrance.
"Operating Assets" means all merchandise
inventories, furniture and equipment (including all
transportation and warehousing equipment, store racks
and showcases but excluding office equipment and data
processing equipment) owned by Kohl's Corporation or a
Restricted Subsidiary.
"Operating Property" means all real property and
improvements thereon owned by Kohl's Corporation or a
Restricted Subsidiary and constituting, without
limitation, any store, warehouse, service center or
distribution center wherever located. This term does
not include any store, warehouse, service center or
distribution center that our Board of Directors
declares by resolution not to be of material importance
to the business of Kohl's Corporation and its
Restricted Subsidiaries.
<PAGE>
"Restricted Subsidiary" means Kohl's Department
Stores, Inc. and any other Subsidiary so designated by
the Board of Directors or duly authorized officers of
Kohl's Corporation in accordance with the Indenture
provided that (a) the Board of Directors or duly
authorized officers of Kohl's Corporation may, subject
to certain limitations, designate any Unrestricted
Subsidiary as a Restricted Subsidiary and any
Restricted Subsidiary (other than Kohl's Department
Stores, Inc.) as an Unrestricted Subsidiary and (b) any
Subsidiary of which the majority of the voting stock is
owned directly or indirectly by one or more
Unrestricted Subsidiaries shall be an Unrestricted
Subsidiary. As of the date of this offering memorandum,
Kohl's Department Stores, Inc. is the only Restricted
Subsidiary.
"Senior Funded Debt" means all Funded Debt of
Kohl's Corporation or any person (except Funded Debt,
the payment of which is subordinated to the payment of
the debt securities).
"Subsidiary" means any corporation of which at
least a majority of the outstanding stock having voting
power under ordinary circumstances to elect a majority
of the board of directors of said corporation or
business entity is at the time owned or controlled by
Kohl's Corporation, or by Kohl's Corporation and one or
more Subsidiaries, or by any one or more Subsidiaries.
"Unrestricted Subsidiary" means any Subsidiary
other than a Restricted Subsidiary.
Global Notes and Book-Entry System
Except as described below, the new debentures will
be represented by one or more Global Notes if the old
debentures are so represented. We will deposit the
Global Notes representing these new debentures with
DTC, and the Global Notes will be registered in the
name of DTC or its nominee.
DTC is a limited purpose trust company organized
under the New York Banking Law, a "banking
organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the
Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of
the Securities Exchange Act. DTC holds securities for
its participants and facilitates the clearance and
settlement of securities transactions between
participants through electronic book-entry changes in
accounts of its participants, which eliminates the need
for physical movement of certificates. Participants
include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other
organizations. Indirect access to the DTC system is
available to others such as banks, brokers, dealers and
trust companies that clear through or maintain a direct
or indirect custodial relationship with a participant
("indirect participants"). The rules applicable to DTC
and its participants are on file with the SEC.
Upon the issuance of the Global Notes, DTC or its
custodian will credit, on its internal system, the
respective principal amount of the individual
beneficial interests represented by the Global Notes to
the accounts of the persons who have accounts with DTC.
Ownership of beneficial interests in the Global Notes
will be limited to persons who have accounts with DTC
("participants") or persons who hold interests through
participants. Ownership of beneficial interests in the
Global Notes will be shown on, and the transfer of that
ownership will be effected only through, records
maintained by DTC or its nominee (with respect to
interests of participants) and the records of
participants (with respect to interests of persons
other than participants).
So long as DTC or its nominee is the registered
owner or holder of a Global Note, DTC or such nominee,
as the case may be, will be considered the sole record
owner or holder of the debentures represented by such
Global Note for all purposes under the Indenture and
the debentures. Except as set forth herein, owners of
beneficial interests in the Global Note will not be
entitled to have debentures represented by such Global
Note registered in their names, will not receive or be
entitled to receive physical delivery of debentures in
definitive certificated form, and will not be
considered holders of the debentures for any purposes
under the Indenture. Accordingly, each person owning a
beneficial interest in the Global Note must rely on the
procedures of DTC and, if such person is not a
participant, on the procedures of the participant
through which such person directly or indirectly owns
its interest, to exercise any rights of a holder under
the Indenture. We understand that under existing
industry practices, if we request any action of holders
or any owner of a beneficial interest in the Global
Notes desires to give any notice or take any action
that a holder is entitled to give or take under the
Indenture, DTC would authorize the participants holding
the relevant beneficial interest to give such notice or
take such action, and such participants would authorize
<PAGE>
beneficial owners owning through such participants to
give such notice or take such action or would otherwise
act upon the instructions of beneficial owners owning
through them.
Payments of the principal of, premium, if any, and
interest on the Global Note will be made to DTC or its
nominee, as the case may be, as the registered owner.
Neither we, the Trustee nor any paying agent will have
any responsibility or liability for any aspect of the
records relating to or payments made on account of
beneficial ownership interests in the Global Note or
for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
We expect that DTC or its nominee, upon receipt of
any payment of principal of, premium, if any, or
interest in respect of the Global Note will credit
participants' accounts with payments in amounts
proportionate to their respective beneficial ownership
interests in the principal amount of the Global Note,
as shown on the records of DTC or its nominee. We also
expect that payments by participants to owners of
beneficial interests in the Global Note held through
such participants will be governed by standing
instructions and customary practices, as is now the
case with securities held for the accounts of customers
registered in the names of nominees for such customers.
The participants will be responsible for such payments.
If DTC is at any time unwilling or unable to
continue as depositary or ceases to be a clearing
agency registered under the Exchange Act and we do not
appoint a successor depositary within ninety days, or
if there shall have occurred and be continuing an Event
of Default or an event which, with the giving of notice
or lapse of time, or both, would constitute an Event of
Default with respect to the debentures, then we will
issue in definitive registered form in exchange for the
Global Note representing the debentures. In addition,
we may at any time and in our sole discretion determine
not to have the debentures represented by one or more
Global Notes and, in such event, will issue debentures
in definitive registered form in exchange for all the
Global Notes. In any such instance, an owner of a
beneficial interest in a Global Note will be entitled
to physical delivery in definitive form of debentures
equal in principal amount to its beneficial interest
and to have the debentures registered in its name. We
expect that instructions for registering the debentures
in definitive form would be based upon directions
received from the DTC with respect to ownership of the
beneficial interests in the Global Note.
Although DTC has agreed to the procedures
described above in order to facilitate transfers of
interests in the Global Note among participants of DTC,
it is under no obligation to perform such procedures
and such procedures may be discontinued at any time.
Neither we nor the Trustee will have any responsibility
for the performance by DTC or its participants or
indirect participants of their respective obligations
under the rules and procedures governing their
operations.
We have been informed by DTC that its management
is aware that some computer applications, systems, and
the like for processing data that are dependent upon
calendar dates, including dates before, on, and after
January 1, 2000, may encounter "Year 2000 problems."
We have also been informed by DTC that it has informed
its participants and other members of the financial
community that it has developed and is implementing a
program so that its systems, as the same relate to the
timely payment of distributions (including principal
and income payments) to securityholders, book-entry
deliveries, and settlement of trades within DTC
continue to function appropriately. According to DTC,
this program includes a technical assessment and a
remediation plan, each of which is complete.
Additionally, DTC has informed us that its plan
includes a testing phase, which is expected to be
completed within appropriate time frames.
However, we have been informed by DTC that its
ability to perform properly its services is also
dependent upon other parties, including but not limited
to issuers and their agents, as well as third party
vendors from whom DTC licenses software and hardware,
and third party vendors on whom DTC relies for
information or the provision of services, including
telecommunications and electrical utility service
providers, among others. DTC has informed us that it
is contacting (and will continue to contact) third
party vendors from whom DTC acquires services to: (1)
impress upon them the importance of such services being
Year 2000 compliant; and (2) determine the extent of
their efforts for Year 2000 remediation (and, as
appropriate, testing) of their services. In addition,
DTC has informed us that it is in the process of
developing such contingency plans as it deems
appropriate.
<PAGE>
According to DTC, the foregoing information with
respect to DTC has been provided by it for
informational purposes only and is not intended to
serve as a representation, warranty, or contract
modification of any kind.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following discussion summarizes the material
federal income tax considerations of the issuance of
the new debentures and the exchange offer. This
summary does not discuss all aspects of federal income
taxation that may be relevant to particular holders of
new debentures, especially in light of a holder's
personal investment circumstances, or to certain types
of holders subject to special treatment under the
federal income tax laws (for example, life insurance
companies, tax-exempt organizations and foreign
corporations and individuals who are not citizens or
residents of the United States) and does not discuss
any aspects of state, local or foreign taxation. This
discussion is limited to those holders who will hold
the new debentures as "capital assets" (generally,
property held for investment) within the meaning of
Section 1221 of the Internal Revenue Code of 1986, as
amended (the "Code").
This summary is based upon laws, regulations,
rulings and decisions now in effect and upon proposed
regulations, all of which are subject to change
(possibly with retroactive effect) by legislation,
administrative action or judicial decision.
Exchange Offer. The exchange of old debentures
for new debentures pursuant to the exchange offer
should not be treated as a taxable "exchange" because
the new debentures should not be considered to differ
materially in kind or extent from the old debentures.
Rather, the new debentures received by a holder of the
old debentures should be treated as a continuation of
the old debentures. As a result, there should be no
gain or loss to holders exchanging the old debentures
for the new debentures pursuant to the exchange offer.
Interest. A holder will be required to include in
gross income the stated interest on the old debentures
or the new debentures in accordance with the holder's
method of tax accounting. In addition, a holder will
be required to include in gross income amortization of
the original issuance discount attributable to the old
debentures (which is the difference between the face
amount of the old debentures and their original
purchase price). Because the tax basis of the old
debentures carries over to the new debentures
(discussed below), the amortization of the original
issuance discount will apply to the new debentures.
Tax Basis. Generally, a holder's tax basis in a
debenture will initially be the holder's purchase price
for the debenture, and will be increased by the amount
of amortization of original issuance discount, and will
be decreased by the amount of any principal payments
received. If a holder exchanges an old debenture for a
new debenture pursuant to the exchange offer, the tax
basis of the new debenture immediately after such
exchange should equal the holder's tax basis in the old
debenture immediately prior to the exchange.
Sale. The sale, exchange or other disposition of
a debenture (other than pursuant to the exchange offer)
generally will be a taxable event. A holder generally
will recognize gain or loss equal to the difference
between (a) the amount of cash plus the fair market
value of any property received upon such sale, exchange
or other taxable disposition of a debenture (other than
in respect of accrued interest on the debenture) and
(b) the holder's adjusted tax basis in such debenture.
Such gain or loss will be capital gain or loss and
would be long-term capital gain or loss if the notes
were held by the holder for the applicable holding
period (currently more than one year) at the time of
such sale or other disposition. The holding period of
each new debenture would include the holding period of
the old debentures exchanged therefor.
Purchasers of Debentures at Other than Original
Issuance. The above summary does not discuss special
rules which may affect the treatment of purchasers that
acquire debentures other than at original issuance,
including those provisions of the Code relating to the
treatment of "market discount" and "acquisition
premium." Any such purchaser should consult its tax
advisor as to the consequences to him of the
acquisition, ownership and disposition of debentures.
<PAGE>
Backup Withholding. Unless a holder or other
payee provides his correct taxpayer identification
number (employer identification number or social
security number) to us (as payor) and certifies that
such number is correct, under the federal income tax
backup withholding rules, generally 31% of (a) the
interest paid on the debentures, and (b) proceeds of
sale or other disposition of the debentures must be
withheld and remitted to the United States Department
of Treasury. Therefore, each holder should complete
and sign the Substitute Form W-9 so as to provide the
information and certification necessary to avoid backup
withholding. However, certain exchanging holders
(including, among others, certain foreign individuals)
are not subject to these backup withholding and
reporting requirements. In order for a foreign
individual to qualify as an exempt foreign recipient,
that exchanging holder must submit a statement, signed
under penalties of perjury, attesting to that
individual's exempt foreign status.
Withholding is not an additional federal income
tax. Rather, the federal income tax payable by a
person subject to withholding will be reduced by the
amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained from the
Internal Revenue Service.
The foregoing summary is included for general
information only. Each holder of debentures should
consult its tax advisor as to the specific tax
consequences to it of the exchange offer, including the
application of and effect of state, local, foreign and
other tax laws.
PLAN OF DISTRIBUTION
Each broker-dealer that receives new debentures
for its own account as a result of market-making
activities or other trading activities in connection
with the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of
such new debentures. This prospectus, as it may be
amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of new
debentures received in exchange for old debentures
where such old debentures were acquired as a result of
market-making activities or other trading activities.
We will receive no proceeds in connection with the
exchange offer or any sale of new debentures by broker-
dealers. New debentures received by broker-dealers for
their own account pursuant to the exchange offer may be
sold from time to time in one or more transactions in
the over-the-counter market, in negotiated
transactions, through the writing of options on the new
debentures or a combination of such methods of resale,
at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or
negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or
dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealers
or the purchasers of any such new debentures. Any
broker-dealer that resells new debentures that were
received by it for its own account pursuant to the
exchange offer and any broker or dealer that
participates in a distribution of such new debentures
may be deemed to be an "underwriter" within the meaning
of the Securities Act and any profit on any such resale
of new debentures and any commissions or concessions
received by any such persons may be deemed to be
underwriting compensation under the Securities Act.
The letter of transmittal states that by acknowledging
that it will deliver, and by delivering, a prospectus,
a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities
Act.
LEGAL MATTERS
Certain legal matters or in connection with the
new debentures will be passed upon for us by Godfrey &
Kahn, S.C., Milwaukee, Wisconsin. Mr. Peter M.
Sommerhauser is a director of Kohl's and a shareholder
and a member of the Management Committee of Godfrey &
Kahn, S.C. As of March 31, 1999, Mr. Sommerhauser had
voting and investment control of 16,721,173 shares of
common stock of Kohl's or 10.3% of the outstanding
shares.
<PAGE>
EXPERTS
Ernst & Young LLP, independent auditors, have
audited our consolidated financial statements and
schedule appearing in our Annual Report on Form 10-K
for the year ended January 30, 1999, as set forth in
their report, which is incorporated by reference in
this prospectus and elsewhere in the registration
statement. Our consolidated financial statements and
schedule are incorporated by reference in reliance on
Ernst & Young LLP's report, given on their authority as
experts in accounting and auditing.
<PAGE>
$200,000,000
Exchange Offer
Kohl's Corporation
7 1/4% Debentures due June 1, 2029
____________________
PROSPECTUS
____________________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. 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 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 article 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 permitted in 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 or
her good faith that he or she has not breached or
failed to perform his or her duties and written
confirmation to repay any amounts advanced if it is
determined that indemnification by the Company is not
required.
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 or
insurance to the extent required or permitted under
Sections 180.0850 or 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.
<PAGE>
ITEM 21. Exhibits and Financial Statement Schedules
(a) Exhibits
1 Purchase Agreement, dated as of May
26, 1999, between Kohl's Corporation,
Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated, BNY
Capital Markets, Inc. and Banc One Capital
Markets, Inc.*
4.1 Indenture, dated December 1, 1995, between Kohl's
Corporation and The Bank of New York, as trustee,
incorporated herein by reference to exhibit 4.3 of the
Company's Annual Report on Form 10-K for the fiscal
year ended February 3, 1996.
4.2 First Supplemental Indenture, dated June 1, 1999,
between Kohl's Corporation and The Bank of New York, as
trustee.*
4.3 Registration Rights Agreement, dated as of June 1,
1999, between Kohl's Corporation, Merill Lynch, Fenner
& Smith Incorporated, Morgan Stanley & Co.
Incorporated, BNY Capital Markets, Inc. and Banc One
Capital Markets, Inc.*
5 Opinion of Godfrey & Kahn, S.C. as to the legality
of the securities being registered.*
12 Computation of Ratio of Earnings to Fixed
Charges, incorporated herein by reference
to exhibit 12.1 of the Company's Quarterly
Report on Form 10-Q for the fiscal quarter
ended May 1, 1999.
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Godfrey & Kahn, S.C.*
24 Powers of attorney (contained on the
signature page to this Registration Statement).
25 Form T-1 Statement of eligibility under
the Trust Indenture Act of 1939 of The
Bank of New York.*
99.1 Form of Letter of Transmittal.*
99.2 Form of Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
99.3 Form of Letter to Clients.*
99.4 Form of Notice of Guaranteed
Delivery.*
(b) Not Applicable.
(c) Not Applicable.
*Filed on July 16, 1999.
ITEM 22. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective
amendment to this Registration Statement:
<PAGE>
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933,
each such post-effective amendment 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.
(3) To remove from registration by means of a post-
effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(4) 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 this 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.
(5) 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 provisions described in Item
20, 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 the 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 final adjudication of such issue.
(6) To respond to requests for information that is
incorporated by reference into the Prospectus
pursuant to Items 4, 10(b), 11 or 13 of this
Form within one business day of receipt of
such request, and to send the incorporated
documents by first class mail or other equally
prompt means. This includes information
contained in documents filed after the
effective date of this Registration Statement
through the date of responding to the request.
(7) To supply by means of a post-effective amendment
all information concerning a transaction, and the
company being acquired involved therein, that was not
the subject of and included in this Registration
Statement when it became effective.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the registrant 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 3, 1999.
KOHL'S CORPORATION
By: /s/ William S. Kellogg
------------------------
William S. Kellogg
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below appoints
William S. Kellogg, R. Lawrence Montgomery and Kevin
Mansell, 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 Amendment to Registration
Statement (or any other Registration Statement for the
same offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of
1933, as amended) 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
dates indicated:
/s/ William S. Kellogg /s/ R. Lawrence Montgomery
- ----------------------- ---------------------------
William S. Kellogg R. Lawrence Montgomery
Chairman and Director Vice Chairman, Chief Executive Officer and
Director
/s/ Kevin Mansell /s/ Arlene Meier
- ---------------------- -------------------------
Kevin Mansell Arlene Meier, Chief
President and Director Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Jay Baker /s/ James Ericson
- ---------------------- --------------------------
Jay Baker James Ericson
Director Director
/s/ Frank V. Sica
- ---------------------- ---------------------------
John F. Herma Frank V. Sica
Director
/s/ Herbert Simon /s/ Peter M. Sommerhauser
- ---------------------- ----------------------------
Herbert Simon Peter M. Sommerhauser
Director Director
/s/ R. Elton White
- ---------------------
R. Elton White
Director
Dated: August 3, 1999
