Filed Pursuant to Rules 424(b)(3) and 424(c)
Registration No. 333-43988
SECOND PROSPECTUS SUPPLEMENT DATED SEPTEMBER 28, 2000
(to prospectus dated September 12, 2000)
$551,450,000
KOHL'S
Liquid Yield OptionTM Notes (Zero Coupon - Subordinated) due 2020
and
The Common Stock Issuable Upon Conversion of the LYONs
ADDITIONAL SELLING SECURITYHOLDERS
The following represents an additional selling
securityholder for the table appearing on pages 26-34
of the prospectus dated September 12, 2000.
Principal
Amount at
Maturity Number of
of LYONs Shares of
Beneficially Percentage Common Stock Percentage of
Owned That of LYONs That May Common Stock
Name and Address May Be Sold Outstanding Be Sold(1) Outstanding(2)
First Union International $14,000,000 2.54% 100,184 *
Capital Markets
8739 Research Drive
Charlotte, NC 28213-0675
SELLING SECURITYHOLDERS
The following represents updated information
regarding the selling securityholders listed on the
table on pages 26-34 of the prospectus dated September
12, 2000.
Principal
Amount at
Maturity Number of
of LYONs Shares of
Beneficially Percentage Common Stock Percentage of
Owned That of LYONs That May Common Stock
Name and Address May Be Sold Outstanding Be Sold(1) Outstanding(2)
Goldman Sachs and Company $ 5,700,000 * 40,789 *
181 Maiden Ln., 41st Fl.
New York, NY 10038
Lutheran Brotherhood $ 7,000,000 1.27% 50,092 *
625 Fourth Avenue South
Mail Stop 1010
Minneapolis, MN 55415
Merrill Lynch Pierce $ 5,087,000 * 36,402 *
Fenner & Smith Inc.(5)
101 Hudson Street
Jersey City, NJ 07302-3997
Any other holder of $12,698,000 2.30% 90,866 *
LYONs or future
transferee, pledgee,
donee or successor of
any holder (3)(4)
*Less than 1%.
(5) Merrill Lynch Pierce Fenner & Smith Inc. was the
initial purchaser of the LYONs issued in a private
placement by Kohl's in June 2000.
