Filed Pursuant to Rules 424(b)(3) and 424(c)
Registration No. 333-43988
FIFTH PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2000
(to prospectus dated September 12, 2000)
$551,450,000
KOHL'S
Liquid Yield OptionT Notes (Zero Coupon - Subordinated) due 2020
and
The Common Stock Issuable Upon Conversion of the LYONs
ADDITIONAL SELLING SECURITYHOLDERS (6)
The following represents additional selling
securityholders for the table on pages 26-34 of the
prospectus dated September 12, 2000.
Principal
Amount at Number of
Maturity of Shares of
LYONs Common
Beneficially Percentage Stock Percentage
Owned That of LYONs That May Common Stock
Name and Address May Be Sold Outstanding Be Sold (1) Outstanding (2)
Pilgrim Convertible Fund $ 3,847,000 * 27,529 *
7337 E. Doubletree Ranch
Road
Scottsdale, AZ 85258
GLG Market Neutral Fund $20,000,000 3.63% 143,120 *
c/o GLG Partners
1 Broadgate, London
EC2M7HA
*Less than 1%.
(1) Assumes conversion of all of the holder's LYONs at
a conversion rate of 7.156 shares of common stock
per $1,000 principal amount at maturity of the
LYONs. However, this conversion rate will be
subject to adjustment as described under
"Description of LYONs - Conversion Rights." As a
result, the amount of common stock issuable upon
conversion of the LYONs may increase or decrease in
the future.
(2) Calculated based on Rule 13d-3(d)(1)(i) of the
Exchange Act using 329,669,427 shares of common
stock outstanding as of May 26, 2000. In
calculating this amount, we treated as outstanding
that number of shares of common stock issuable upon
conversion of all of that particular holder's LYONs.
However, we did not assume the conversion of any
other holder's LYONs.
(6) Total principal amount of selling securityholders
listed is more than $551,450,000 because certain of
the selling securityholders may have transferred
LYONs pursuant to Rule 144A or otherwise reduced
their position prior to selling pursuant to this
Registration Statement. The maximum principal
amount of LYONs that may be sold under this
prospectus will not exceed $551,450,000.
